S-4

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TABLE OF CONTENTS

As Filed with the Securities and Exchange Commission on April 1, 2016.

Registration Statement No. 333-          

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

Form S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

INTERVAL ACQUISITION CORP.
INTERVAL LEISURE GROUP, INC.
(See Table of Additional Registrants)
(Exact name of registrant as specified in its charter)

Interval Acquisition Corp. Delaware (State or other jurisdiction of incorporation or organization)	8600 (Primary Standard Industrial Classification Code Number)	Interval Leisure Group, Inc. Delaware (State or other jurisdiction of incorporation or organization)
36-4189885 (I.R.S. Employer Identification No.)		26-2590997 (I.R.S. Employer Identification Number)

6262 Sunset Drive
Miami, Florida 33143
(305) 666-1861
(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)

Victoria J. Kincke
General Counsel
Interval Leisure Group, Inc.
6262 Sunset Drive
Miami, Florida 33143
(305) 666-1861
(Name, address, including zip code, and telephone number, including area code, of agent for service)

With a copy to:
Laurie L. Green, Esq. Holland & Knight LLP 515 East Las Olas Boulevard #1200 Fort Lauderdale, Florida 33301 (954) 468-7808	Michele L. Keusch, Esq. AGC—Securities, Mergers & Acquisitions Interval Leisure Group, Inc. 6262 Sunset Drive Miami, Florida 33143 (305) 666-1861

Approximate date of commencement of proposed exchange offer: As soon as practicable after this registration statement becomes effective.

           If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.    o

           If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

           If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

           Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small reporting company. See the definition of "large accelerated filer," "accelerated filer" and "small reporting company" in Rule 12b-2 of the Exchange Act.

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

           If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

           Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)    o

           Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)    o

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Amount to be Registered	Proposed Maximum Offering Price per Note	Proposed Maximum Aggregate Offering Price(1)	Amount of Registration Fee
5.625% Senior Secured Notes due 2023	$350,000,000	100%	$350,000,000	$35,245(1)
Guarantees of the 5.625% Senior Secured Notes due 2023	—			(2)

(1)

The registration fee was calculated pursuant to Rule 457(f) under the Securities Act of 1933.

(2)

Pursuant to Rule 457(n), no additional registration fee is payable with respect to the guarantees of the notes being registered.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to Section 8(a), may determine.

TABLE OF ADDITIONAL REGISTRANTS

Exact Name of Registrant as Specified in its Charter*	Jurisdiction of Incorporation or Organization	Primary Standard Industrial Classification Code Number		IRS Employer Identification Number
AQUA-ASTON HOLDINGS, INC.	Delaware		7011	87-0799653
AQUA HOSPITALITY LLC	Delaware		7011	46-0641767
AQUA HOTELS AND RESORTS, INC.	Delaware		7011	26-3181909
CDP GP, INC.	Delaware		1531	36-4190833
CERROMAR DEVELOPMENT PARTNERS GP, INC.	Delaware		1531	36-4158824
GRAND ASPEN HOLDINGS, LLC	Delaware		1531	95-4837613
GRAND ASPEN LODGING, LLC	Delaware		1531	95-4351998
HT-HIGHLANDS, INC.	Delaware		1531	36-3978574
HTS-BC, L.L.C.	Delaware		1531	36-3296881
HTS-BEACH HOUSE, INC.	Delaware		1531	36-4097668
HTS-BEACH HOUSE PARTNER, L.L.C.	Delaware		1531	36-4097668
HTS-COCONUT POINT, INC.	Delaware		1531	36-4262309
HTS-GROUND LAKE TAHOE, INC.	Delaware		1531	36-4197178
HTS-KEY WEST, INC.	Delaware		1531	36-3942758
HTS-KW, INC.	Delaware		1531	36-4187262
HTS-LAKE TAHOE, INC.	Delaware		1531	36-3919669
HTS-LOAN SERVICING, INC.	Delaware		1531	36-4206919
HTS-MAIN STREET STATION, INC.	Delaware		1531	36-4351998
HTS-MAUI, L.L.C.	Delaware		1531	45-5601104
HTS-SAN ANTONIO, L.L.C.	Delaware		1531	32-0018843
HTS-SEDONA, INC.	Delaware		1531	36-4290387
HTS-SUNSET HARBOR PARTNER, L.L.C.	Delaware		1531	47-3952343
HTS-WINDWARD POINTE PARTNER, L.L.C.	Delaware		1531	47-3932767
HV GLOBAL GROUP, INC.	Delaware		8699	36-3878044
HV GLOBAL MANAGEMENT CORPORATION	Delaware		6531	36-3950778
HV GLOBAL MARKETING CORPORATION	Florida		6531	65-0459735
HVO KEY WEST HOLDINGS, LLC	Florida		6531	47-5257462
INTERVAL HOLDINGS, INC.	Delaware		8600	06-1428126
INTERVAL INTERNATIONAL, INC.	Florida		8600	59-2367254
INTERVAL RESORT & FINANCIAL SERVICES, INC.	Florida		7380	65-0614258
OWNERS' RESORTS AND EXCHANGE, INC.	Utah		6531	87-0450262
S.O.I. ACQUISITION CORP.	Florida		1531	61-1731501
VACATION OWNERSHIP LENDING GP, INC.	Delaware		6199	36-4190833
VACATION RESORTS INTERNATIONAL	California		6531	95-3700624
VOL GP, INC.	Delaware		6199	36-4190834
WINDWARD POINTE II, L.L.C.	Delaware		1531	35-2556668
WORLDWIDE VACATION & TRAVEL, INC.	Florida		4700	22-2362974
IIC HOLDINGS, INCORPORATED	Delaware		8600	36-4197698
ILG INTERNATIONAL HOLDINGS, INC.	Florida		8600	90-0924055
INTERVAL SOFTWARE SERVICES, LLC	Florida		8600	65-1133709
MANAGEMENT ACQUISITION HOLDINGS, LLC	Delaware		6531	27-3967875
RESORT SALES SERVICES, INC.	Delaware		6531	38-3990004
ILG MANAGEMENT, LLC	Florida		6531	90-0968929
AQUA HOTELS & RESORTS, LLC	Hawaii		7011	65-1163911
DIAMOND HEAD MANAGEMENT LLC	Hawaii		7011	45-2996891
HOTEL MANAGEMENT SERVICES LLC	Hawaii		7011	27-0562444

Exact Name of Registrant as Specified in its Charter*	Jurisdiction of Incorporation or Organization	Primary Standard Industrial Classification Code Number		IRS Employer Identification Number
KAI MANAGEMENT SERVICES LLC	Hawaii		7011	26-4613508
AQUA HOTELS AND RESORTS OPERATOR LLC	Delaware		7011	37-1697816
AQUA LUANA OPERATOR LLC	Hawaii		7011	81-1847298
AQUA-ASTON HOSPITALITY, LLC	Hawaii		7011	13-4207830
ASTON HOTELS & RESORTS FLORIDA, LLC	Florida		7011	46-3267551
MAUI CONDO AND HOME, LLC	Hawaii		6531	99-0266391
RQI HOLDINGS, LLC	Hawaii		6531	03-0530842
BEACH HOUSE DEVELOPMENT PARTNERSHIP	Florida		1531	65-0680991
CDP INVESTORS, L.P.	Delaware		1531	36-4158822
CERROMAR DEVELOPMENT PARTNERS, L.P., S.E.	Delaware		1531	36-4158825
HIGHLANDS INN INVESTORS II, L.P.	Delaware		1531	36-4054270
HTS-SAN ANTONIO, L.P.	Delaware		1531	36-0018843
HTS-SAN ANTONIO, INC.	Delaware		1531	45-0479517
HTS-WILD OAK RANCH BEVERAGE, LLC	Texas		1531	20-1231294
MERIDIAN FINANCIAL SERVICES, INC.	North Carolina		7320	56-1663191
TRADING PLACES INTERNATIONAL, LLC	California		6531	95-2848811
HVC-HIGHLANDS, L.L.C.	Delaware		1531	36-4510201
KEY WESTER LIMITED	Florida		1531	36-4204734
MERAGON FINANCIAL SERVICES, INC.	North Carolina		7320	56-2220495
PARADISE VACATION ADVENTURES, LLC	Hawaii		7999	33-0910128
REP HOLDINGS, LTD.	Hawaii		6531	99-0335453
RESORT MANAGEMENT FINANCE SERVICES, INC.	Florida		6159	45-2346663
SUNSET HARBOR DEVELOPMENT PARTNERSHIP	Florida		1531	65-0482474
VACATION OWNERSHIP LENDING, L.P.	Delaware		6199	36-4190846
VOL INVESTORS, L.P.	Delaware		6199	36-4190836

*

For each registrant listed in the table, the address and telephone number of such registrant's principal executive offices and the name, address and telephone number for the agent for service and persons to receive copies are the same as set forth above for Interval Acquisition Corp. and Interval Leisure Group, Inc.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and we are not soliciting offers to buy these securities in any state where the offer or sale is not permitted.

Subject to completion, dated April 1, 2016

Prospectus

INTERVAL ACQUISITION CORP.

Offer to Exchange

$350,000,000 principal amount of 5.625% Senior Notes due 2023, which have been registered under the Securities Act, for $350,000,000 principal amount of 5.625% Senior Notes due 2023, which have not been registered under the Securities Act

        Interval Acquisition Corp. is offering to exchange, upon the terms and subject to the conditions set forth in this prospectus and the accompanying letter of transmittal, all of its unregistered 5.625% Senior Notes due 2023, or the "old notes," for its registered 5.625% Senior Notes due 2023, or the "new notes." The new notes and the old notes are hereinafter referred to collectively as the "notes." The parent and certain domestic subsidiaries of Interval Acquisition Corp. are also offering the guarantees of the new notes, which are described in this prospectus. The terms of the new notes and the guarantees of the new notes are identical to the terms of the old notes and their guarantees except that the new notes have been registered under the Securities Act of 1933, as amended, and therefore are freely transferable. The new notes will represent the same debt as the old notes and will be issued under the same indenture as governs the old notes. Interest on the notes will be payable on March 1 and September 1 of each year. The notes will mature on April 15, 2023.

        The principal features of the exchange offer are as follows:

•

We will exchange all old notes that are validly tendered and not validly withdrawn prior to the expiration of the exchange offer for an equal principal amount of new notes that are freely tradable.

•

You may withdraw tendered old notes at any time prior to the expiration of the exchange offer.

•

The exchange offer expires at 5:00 p.m., New York City time, on                        , 2016, unless extended.

•

The exchange of old notes for new notes pursuant to the exchange offer will not be a taxable event for U.S. federal income tax purposes.

•

We will not receive any proceeds from the exchange offer. We will pay all expenses incurred by us in connection with the exchange offer and the issuance of the new notes.

•

We do not intend to apply for listing of the new notes on any securities exchange or automated quotation system.

        Broker-dealers receiving new notes in exchange for old notes acquired for their own account through market-making or other trading activities must deliver a prospectus in any resale of the new notes.

        All untendered old notes will continue to be subject to the restrictions on transfer set forth in the old notes and in the indenture. In general, the old notes may not be offered or sold, unless registered under the Securities Act, except pursuant to an exemption from, or in a transaction not subject to, the Securities Act and applicable state securities laws. Other than in connection with the exchange offer, we do not currently anticipate that we will register the old notes under the Securities Act.

You should consider carefully the risk factors beginning on page 15 of this prospectus before participating in the exchange offer.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is                        , 2016

TABLE OF CONTENTS

AVAILABLE INFORMATION	ii
FORWARD-LOOKING STATEMENTS	iv
SUMMARY	1
RISK FACTORS	15
USE OF PROCEEDS	21
RATIO OF EARNINGS TO FIXED CHARGES	22
THE EXCHANGE OFFER	23
DESCRIPTION OF NOTES	34
BOOK-ENTRY; DELIVERY AND FORM	89
CERTAIN MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES	92
PLAN OF DISTRIBUTION AND SELLING RESTRICTIONS	93
LEGAL MATTERS	95
EXPERTS	95

i

You should rely only on the information contained or incorporated by reference in this prospectus. We have not authorized anyone to provide you with different information. The exchange offer is not being made to, and we will not accept tenders for exchange from, holders of the restricted notes in any jurisdiction in which the exchange offer or the acceptance of the offers would not be in compliance with the securities or blue sky laws of that jurisdiction. You should not assume that the information contained or incorporated by reference in this prospectus is accurate as of any date other than the date on the front of this prospectus or the date indicated within the relevant document incorporated by reference, regardless of the time of delivery of this prospectus or any sale of the notes. Our business, financial condition, results of operations and prospects may have changed since then.

        Unless otherwise indicated in this prospectus or the context otherwise requires:

•

the terms "ILG," "Company," "we," "us" and "our" refer to Interval Leisure Group, Inc., and its consolidated subsidiaries;

•

all references to "Interval Acquisition Corp" or the "Issuer" refer to Interval Acquisition Corp., a wholly-owned subsidiary of ILG and Issuer of the notes and not to any of its subsidiaries;

•

all references to the "guarantors" refer to ILG and the domestic subsidiaries of the Issuer that are required to guarantee the notes; and

•

"old notes" refers to the $350 million in aggregate principal amount of Interval Acquisition Corp.'s 5.625% Senior Notes due 2023 and the "new notes" refers to the $350 million in aggregate principal amount of Interval Acquisition Corp.'s 5.625% Senior Notes due 2023 offered hereby, which have been registered under the Securities Act of 1933, as amended.

AVAILABLE INFORMATION

        In connection with the exchange offer, the Issuer and the guarantors have filed with the Securities and Exchange Commission, or the SEC, a registration statement on Form S-4 under the Securities Act of 1933, as amended, or the Securities Act. This prospectus constitutes a part of the registration statement. As permitted under SEC rules, the prospectus does not include all of the information contained in the registration statement. We refer you to the registration statement, including all amendments, supplements, schedules and exhibits thereto, for further information about us and the new notes. References in this prospectus to any of our contracts or other documents are not necessarily complete. If we have filed any documents as an exhibit to the registration statement, you should read the exhibit for a more complete understanding of that document.

        We are currently subject to the periodic reporting and other informational requirements of the Securities Exchange Act of 1934, as amended, or the Exchange Act. In addition, the indenture governing the new notes requires that we file reports and other information called for by rules under the Exchange Act with the SEC and furnish information to the trustee and holders of the notes. See "Description of Notes—Certain Covenants—Reports." You may read and copy any materials we file with the SEC at the SEC's Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an internet site at http://www.sec.gov that contains reports, proxy and information statements, and other information regarding Issuers that file electronically with the SEC.

        The SEC allows us to disclose important information to you by referring you to other documents filed separately with the SEC. This information is considered to be a part of this prospectus, except for any information that is superseded by information included directly in this prospectus or incorporated by reference subsequent to the date of the applicable filing.

ii

        This prospectus incorporates by reference the documents listed below that we have previously filed with the SEC. They contain important business and financial information about us and our financial condition that is not included in or delivered with this prospectus.

•

Annual Report on Form 10-K for the fiscal year ended December 31, 2015, filed on February 26, 2016 as amended by Form 10-K/A filed with the SEC on March 9, 2016;

•

The unaudited pro forma condensed combined financial information included under the heading "Unaudited Pro Forma Condensed Combined Financial Information" in the prospectus filed by ILG with the SEC on March 18, 2016; and

•

The combined audited financial statements of Vistana Signature Experiences, Inc. as of December 31, 2015 and 2014, and for each of the three years in the period ended December 31, 2015, beginning on page F-1 of the prospectus filed by ILG with the SEC on March 18, 2015.

        To the extent that any information contained in any report on Form 8-K, or any exhibit thereto, was furnished to, rather than filed with, the SEC, such information or exhibit is specifically not incorporated by reference.

        In addition, we incorporate by reference any future filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this prospectus and before the Expiration Date (excluding any current reports on Form 8-K to the extent disclosure is furnished and not filed). Further, all filings we make pursuant to the Exchange Act after the date of the initial registration statement and prior to effectiveness of the registration statement shall be deemed to be incorporated by reference into the prospectus. Those documents are considered to be a part of this prospectus, effective as of the date they are filed. In the event of conflicting information in these documents, the information in the latest filed document replaces the information in the previously filed document.

This information is available without charge to holders of the old notes upon written or oral request to:

Interval Leisure Group, Inc.
Attn: Lily Arteaga
6262 Sunset Drive
Miami, Florida 33143
Telephone number (305) 666-1861
Email: investorrelations@iilg.com

To obtain timely delivery, note holders must request the information no later than five business days before the expiration date. The expiration date is                 , 2016.

iii

FORWARD-LOOKING STATEMENTS

        This prospectus and the documents incorporated by reference into this prospectus contain certain statements which may constitute "forward-looking statements". Statements that are not historical fact are forward looking-statements. The use of words such as "anticipates," "estimates," "expects," "intends," "plans," "potential," "continue," and "believes," and similar expressions or future or conditional verbs such as "will," "should," "would," "may," "might," and "could" among others, generally identify forward-looking statements. These forward-looking statements include, among others, statements relating to: our future financial performance, our business prospects and strategy, anticipated financial position, liquidity and capital needs and other similar matters. These forward-looking statements are based on management's current expectations and assumptions about future events, which are inherently subject to uncertainties, risks and changes in circumstances that are difficult to predict.

        Actual results could differ materially from those contained in the forward-looking statements included in this prospectus for a variety of reasons, including, among others:

•

the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement to acquire Vistana as described below;

•

the risk that ILG stockholders may not approve the issuance of ILG common stock in connection with the proposed merger;

•

the risk that the necessary regulatory approvals may not be obtained or may be obtained subject to conditions that are not anticipated;

•

risks that any of the closing conditions to the proposed merger, including Starwood's spin-off of Vistana, may not be satisfied in a timely manner;

•

risks related to disruption of management time from ongoing business operations due to the proposed merger;

•

failure to realize the benefits expected from the proposed merger;

•

the effect of the announcement of the proposed merger on the ability of ILG and Vistana to retain and hire key personnel and maintain relationships with their key business partners, and on their operating results and businesses generally;

•

adverse trends in economic conditions generally or in the vacation ownership, vacation rental and travel industries, or adverse events or trends in key vacation destinations;

•

adverse changes to, or interruptions in, relationships with third parties;

•

lack of available financing for, or insolvency or consolidation of developers;

•

decreased demand from prospective purchasers of vacation interests;

•

travel related health concerns;

•

changes in our senior management;

•

regulatory changes;

•

our ability to compete effectively and successfully and to add new products and services;

•

our ability to successfully manage and integrate acquisitions;

•

the occurrence of a termination event under the master license agreement with Hyatt;

•

our ability to market vacation ownership interests successfully and efficiently;

iv

•

impairment of assets;

•

the restrictive covenants in our revolving credit facility and indenture;

•

business interruptions in connection with our technology systems;

•

the ability of managed homeowners associations to collect sufficient maintenance fees;

•

third parties not repaying advances or extensions of credit;

•

fluctuations in currency exchange rates; and

•

our ability to expand successfully in international markets and manage risks specific to international operations.

        You should read carefully the factors described in the "Risk Factors" section of this prospectus and the documents incorporated by reference. In light of these risks and uncertainties, the forward looking statements discussed in this prospectus may not prove to be accurate. Accordingly, you should not place undue reliance on these forward looking statements, which only reflect the views of our management as of the date of this prospectus. Except as required by applicable law, we do not undertake to update these forward-looking statements.

v

SUMMARY

This summary highlights key information contained elsewhere in this prospectus. This summary is not complete and does not contain all of the information that you should consider before deciding whether or not to participate in this offering of notes. Before making any investment decision, for a more complete understanding of our business and this offering, you should read this entire prospectus, including the section entitled "Risk Factors," and the information we incorporate by reference.

Overview

        ILG is a leading global provider of non-traditional lodging, encompassing a portfolio of leisure businesses from vacation exchange and rental to vacation ownership. We operate in two segments: Exchange and Rental, and Vacation Ownership.

        Exchange and Rental offers access to vacation accommodations and other travel-related transactions and services to leisure travelers, by providing vacation exchange services and vacation rental, working with resort developers and operating vacation rental properties. Vacation exchange services provide owners of vacation interests with flexibility and choice by delivering access to alternate accommodations through exchange networks encompassing a variety of resorts. Our principal exchange network is the Interval Network, in which approximately 3,000 resorts located in over 80 nations participated as of December 31, 2015. We also operate additional exchange programs including the Hyatt Residence Club, which encompasses 16 resorts as of the end of 2015. This segment provides vacation rental through the Aqua-Aston business as part of a comprehensive package of marketing, management and rental services offered to vacation property owners, primarily of Hawaiian properties, as well as through the Interval Network. The Exchange and Rental segment represented approximately 73.8% of ILG's consolidated revenue for the fiscal year ended December 31, 2015 and approximately 78.7% of ILG's consolidated revenue for the fiscal year ended December 31, 2014.

        The Exchange and Rental operating segment consists of Interval International (referred to as Interval), the Hyatt Residence Club, the Trading Places International (known as TPI) operated exchange business, and Aqua-Aston Hospitality (referred to as Aqua-Aston).

        Vacation Ownership engages in the management of vacation ownership resorts; sales, marketing, and financing of vacation ownership interests; and related services to owners and associations. We provide management services to nearly 200 vacation ownership properties and/or their associations. Following the October 2014 acquisition, we also provide sales and marketing of vacation ownership interests in the Hyatt Residence Club resorts. The Vacation Ownership segment represented approximately 28.1% of ILG's consolidated revenue for the fiscal year ended December 31, 2015 and approximately 21.3% of ILG's consolidated revenue for the fiscal year ended December 31, 2014.

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

Recent Developments

        On October 28, 2015, we announced that we had entered into a merger agreement pursuant to which we will acquire the vacation ownership business of Starwood Hotels & Resorts Worldwide, Inc., or Starwood, as well as five hotels that are expected to be converted to vacation ownership properties in the future. The acquisition will be effected through a "Reverse Morris Trust" transaction pursuant to which, subject to the terms and conditions of the applicable definitive agreements, (1) Starwood will transfer its vacation ownership business and five hotels to Vistana Signature Experiences, Inc., or Vistana, or one or more subsidiaries of ILG, as applicable, after which (2) Starwood will distribute to Starwood stockholders on a pro rata basis all of the issued and outstanding shares of Vistana held by

1

Starwood and, immediately after the distribution, (3) a wholly owned subsidiary of ILG will merge with and into Vistana, with Vistana surviving the merger as a wholly-owned subsidiary of ILG. At the close of the proposed transactions, Starwood stockholders will own approximately 55% of ILG common stock and ILG stockholders will own approximately 45% of ILG common stock, in each case, on a fully diluted basis.

        In connection with the transaction, Vistana will enter into an 80-year exclusive global license agreement for the use of the Westin® and Sheraton® brands in vacation ownership in addition to the non-exclusive license for the existing St. Regis® and The Luxury Collection® properties. Under the terms of the license agreement, Starwood will receive an annual base royalty fee of $30 million plus 2% of vacation ownership interest sales.

        The merger is anticipated to close on or about April 30, 2016, subject to customary closing conditions, including ILG shareholder approval of the share issuance in connection with the merger. The transaction will not require a vote of Starwood's stockholders. Liberty Interactive Corporation and certain ILG executive officers have entered into voting and support agreements in favor of the transaction, representing approximately 31% of ILG's shares outstanding.

Corporate Information

        The Issuer was incorporated in Delaware in September 1997. ILG was incorporated as a Delaware corporation in May 2008 in connection with the spin-off of IAC/InterActiveCorp, or IAC, into five separate publicly traded companies. ILG commenced trading on The NASDAQ Stock Market in August 2008 under the symbol "IILG."

        The businesses operated by ILG's subsidiaries have extensive operating histories. ILG's Interval International business was founded in 1976, its Aston business traces its roots in lodging back over 60 years, while Aqua was founded in 2001. Trading Places International was founded in 1973, Vacation Resorts International in 1981; and the Hyatt Vacation Ownership business began in 1994. Interval Acquisition Corp.'s and ILG's principal office is located at 6262 Sunset Drive, Miami, Florida 33143 and their phone number is (305) 666-1861.

2

THE EXCHANGE OFFER

        On April 10, 2015, $350,000,000 principal amount of 5.625% Senior Notes due 2023, the old notes to which the exchange offer applies, were issued by Interval Acquisition Corp. in reliance on exemptions from, or in transactions not subject to, the registration requirements of the Securities Act and applicable state securities laws. The old notes have been fully and unconditionally guaranteed, jointly and severally, on a senior unsecured basis by ILG and all of the Issuer's existing and future domestic restricted subsidiaries that guarantee its obligations or are borrowers under our senior secured credit facility, which we refer to as the Credit Facility. In connection with the offering of the old notes, the Issuer and ILG agreed to conduct the exchange offer pursuant to the Registration Rights Agreement.

The Exchange Offer	The Issuer is offering new 5.625% Senior Notes due 2023, fully and unconditionally guaranteed by the guarantors, jointly and severally, which new notes and guarantees will be registered under the Securities Act, in exchange for the old notes.
	To exchange your old notes, you must properly tender them, and the Issuer must accept them. The Issuer will exchange all old notes that you validly tender and do not validly withdraw. The Issuer will cancel all old notes accepted for exchange and issue registered new notes promptly after the expiration of the exchange offer.
Resale of New Notes	Based on interpretations by the SEC set forth in no-action letters issued to third parties, we believe that you may resell or otherwise transfer new notes issued in the exchange offer without complying with the registration and prospectus delivery provisions of the Securities Act, if:
	• you are not our affiliate within the meaning of Rule 405 of the Securities Act;
	• you are not participating, and you have no arrangement or understanding with any person to participate in a distribution (within the meaning of the Securities Act) of the new notes in violation of the provisions of the Securities Act;
	• if you are a broker dealer, you have not entered into any arrangement or understanding with us or any of our affiliates to distribute the new notes; and
	• you are acquiring the new notes in the ordinary course of your business.
	If you are our affiliate, or are engaging in, or intend to engage in, or have any arrangement or understanding with any person to participate in, a distribution of the new notes, or are not acquiring the new notes in the ordinary course of your business:

3

•

You cannot rely on the position of the SEC set forth in Morgan Stanley & Co. Incorporated (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the SEC's letter to Shearman & Sterling, dated July 2, 1993, and similar no-action letters; and

•

in the absence of an exception from the position stated immediately above, you must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale of the new notes.

This prospectus may be used for an offer to resell, resale or other transfer of new notes only as specifically set forth in this prospectus. With regard to broker-dealers, only broker-dealers that acquired the outstanding old notes as a result of market-making activities or other trading activities may participate in the exchange offer. Each broker-dealer that receives new notes for its own account in exchange for outstanding old notes, where such outstanding old notes were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of the new notes. Please read "Plan of Distribution and Selling Restrictions" for more details regarding the transfer of new notes.

Our belief that resales and other transfers of new notes would be permitted without registration or prospectus delivery under the conditions described above is based on SEC interpretations given to other, unrelated Issuers in transactions similar to the exchange offer. We cannot assure you that the SEC would take the same position with respect to the exchange offer. If any of the conditions described above is not satisfied, you may not rely on the SEC interpretations and you must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale or other transfer of the new notes. Failure to so comply may result in liability to you under the Securities Act. We will not be responsible for or indemnify you against any liability you may incur under the Securities Act.

        Each broker-dealer that receives new notes for its own account in exchange for old notes, where such old notes were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such new notes. See "Plan of Distribution and Selling Restrictions."

Expiration Date The exchange offer will expire at 5:00 p.m., New York City time, on                        , 2016, unless we extend the expiration date.

4

Withdrawal	You may withdraw your tender of old notes under the exchange offer at any time before the exchange offer expires. Any withdrawal must be in accordance with the procedures described in "The Exchange Offer—Withdrawal Rights."
Procedures for Tendering Old Notes	Each holder of old notes that wishes to accept the exchange offer must, before the exchange offer expires:
	• transmit a properly completed and duly executed letter of transmittal, together with all other documents required by the letter of transmittal, including the old notes, to the exchange agent;
	• if old notes are tendered in accordance with book-entry procedures, arrange with The Depository Trust Company, or DTC, to cause to be transmitted to the exchange agent an agent's message indicating, among other things, the holder's agreement to be bound by the letter of transmittal; or
	• comply with the procedures described below under "The Exchange Offer—Procedures for Tendering Old Notes—Guaranteed Delivery."
	A holder of old notes that tenders old notes in the exchange offer must represent, among other things, that:
	• the holder is acquiring the new notes in its ordinary course of business;
	• the holder is not engaged in, does not intend to engage in and has no arrangement or understanding with any person to participate in a distribution of the new notes;
	• the holder is not an affiliate of the Issuer or any guarantor;
	• the holder is not acting on behalf of any person who could not truthfully make the foregoing representations; and
	• if such holder is a broker-dealer that will receive new notes for its own account in exchange for old notes that were acquired as a result of market-making or other trading activities, then such holder will deliver a prospectus (or, to the extent permitted by law, make available a prospectus to purchasers) in connection with any resale of such new notes.

        Do not send letters of transmittal, certificates representing old notes or other documents to us or DTC. Send these documents only to the exchange agent at the address or facsimile number given in this prospectus and in the letter of transmittal.

Special Procedures for Tenders by Beneficial Owners of Old Notes	If:
	• you beneficially own old notes;
	• those notes are registered in the name of a broker, dealer, commercial bank, trust company or other nominee or custodian; and

5

	• you wish to tender your old notes in the exchange offer, you should contact the registered holder as soon as possible and instruct it to tender on your behalf and comply with the instructions set forth in this prospectus and the letter of transmittal.
Guaranteed Delivery	If you hold old notes in certificated form or if you own old notes in the form of a book-entry interest in a global note deposited with the trustee, as custodian for DTC, and you wish to tender those old notes, but:
	• the certificates for your old notes are not immediately available or all required documents are unlikely to reach the exchange agent before the exchange offer expires; or
	• you cannot complete the procedure for book-entry transfer on time, you may tender your old notes in accordance with the procedures described in "The Exchange Offer—Procedures for Tendering Old Notes—Guaranteed Delivery."
Consequences of Not Exchanging Old Notes	If you do not tender your old notes or we reject your tender, your old notes will remain outstanding and will continue to be subject to the provisions in the indenture regarding the transfer and exchange of the old notes and the existing restrictions on transfer set forth in the legends on the old notes. Holders of old notes will not be entitled to any further registration rights. See "Risk Factors—Risks Associated with the Exchange Offer—If you fail to comply with the procedures for tendering old notes, your old notes will remain outstanding after the consummation of the exchange offer" for further information.
Appraisal or Dissenters' Rights	You do not have any appraisal or dissenters' rights in connection with the exchange offer.
Conditions	The exchange offer is subject to the conditions that:
	• the exchange offer does not violate any applicable law or applicable interpretations of the staff of the SEC;
	• no action or proceeding shall have been instituted or threatened in any court or by any governmental agency with respect to the exchange offer and no material adverse development shall have occurred with respect to the Issuer; and
	• all governmental approvals shall have been obtained that the Issuer deems necessary for the consummation of the exchange offer.
Use of Proceeds	We will not receive any proceeds from the exchange offer or the issuance of the new notes. See "Use of Proceeds."

6

Acceptance of Old Notes and Delivery of New Notes	The Issuer will accept for exchange any and all old notes properly tendered prior to the expiration of the exchange offer. The Issuer and the guarantors will complete the exchange offer and the Issuer will issue the new notes promptly after the expiration date.
Exchange Agent	HSBC Bank USA, National Association is serving as exchange agent for the exchange offer. The address and the facsimile and telephone numbers of the exchange agent are provided in this prospectus under "The Exchange Offer—Exchange Agent" and in the letter of transmittal.

THE NEW NOTES

        The form and terms of the new notes will be identical in all material respects to the form and terms of the old notes, except that the new notes:

•

will have been registered under the Securities Act;

•

will not bear restrictive legends restricting their transfer under the Securities Act;

•

will not entitle holders to the registration rights that apply to the old notes; and

•

will not contain provisions relating to additional interest in connection with the old notes under circumstances related to the timing of the exchange offer.

        The new notes will represent the same debt as the old notes and will be governed by the same indenture, which is governed by New York law and is referred to in this prospectus as the indenture. In this section of the prospectus, under the heading "The New Notes," the term "notes" refers to both the new notes and the old notes.

Issuer	Interval Acquisition Corp., a Delaware corporation
Notes Offered	$350,000,000 aggregate principal amount of 5.625% Senior Notes due 2023
Maturity Date	April 15, 2023
Interest	Annual rate: 5.625%
	Interest will be payable in cash on April 15 and October 15 of each year, beginning on October 15, 2016.
Guarantees	The old notes are, and the new notes will be, guaranteed, jointly and severally, by the guarantors.
Ranking	The old notes are, and the new notes will be, the Issuer's senior unsecured obligations, ranking:
	• equally in right of payment with all of the Issuer's existing and future senior debt;
	• senior in right of payment to all of the Issuer's existing and future subordinated debt;

7

•

structurally subordinated to any existing and future obligations (including trade payables) of any subsidiaries of the Issuer that are not guarantors; and

•

effectively junior to secured obligations of the Issuer (including amounts outstanding under the Credit Facility) to the extent of the value of the assets securing such subordinated indebtedness.

        Each guarantor's guarantee of the old notes is, and the new notes will be, that guarantor's unsecured obligation, ranking:

•

equally in right of payment with all existing and future senior debt of such guarantor;

•

senior in right of payment to all existing and future subordinated debt of the guarantors; and

•

effectively junior to secured obligations of such guarantor (including the secured guarantee by such guarantor of our obligations under the Credit Facility) to the extent of the value of the assets securing such obligations.

        The assets of the Issuer's subsidiaries that are not guarantors of the notes will be subject to the prior claims of all creditors, including trade creditors, of those non-guarantor subsidiaries.

As of December 31, 2015:

•

the Issuer and its subsidiaries had $425.0 million principal amount of indebtedness on a consolidated basis, consisting of:

•

$350.0 million principal amount of the notes, and

•

$75.0 million principal amount of secured debt;

•

an additional $516.4 million was available for borrowing on a secured basis under our senior secured credit facilities, excluding letters of credit totaling approximately $8.6 million, which borrowings and related guarantees would be secured.

        Our non-guarantor subsidiaries accounted for $90.7 million or 13.0% of our total revenues for the fiscal year ended December 31, 2015 and approximately $102.1 million, or 16.6% of our total revenues for the year ended December 31, 2014 and accounted for $237.4 million or 18.6% of our total assets and approximately $50.6 million or 6.2% of our total liabilities as of December 31, 2015.

Optional Redemption On or after April 15, 2018, the Issuer may redeem the notes, in whole or in part, at a price equal to 104.219% of the principal amount of the notes in 2018 decreasing annually to 100% of the principal amount of the notes in 2021, in each case plus accrued and unpaid interest as set forth under "Description of Notes—Optional Redemption."

8

	Prior to April 15, 2018, the Issuer may redeem all or a portion of the notes at 100% of the principal amount of the notes, plus a "make-whole" premium, plus accrued and unpaid interest as set for under "Description of Notes—Optional Redemption."
	In addition, prior to April 15, 2018, the Issuer may redeem up to 35% of the principal amount of the notes at a redemption price of 105.625%, using the net cash proceeds of certain public equity offerings, plus accrued and unpaid interest.
Change of Control; Asset Sales	If a change of control occurs, holders of notes will have the right to require the Issuer to repurchase their notes at 101% of their principal amount, plus accrued and unpaid interest, if any, to the repurchase date. See "Description of Notes—Repurchase at the Option of Holders Upon a Change of Control."
	If the Issuer or its restricted subsidiaries sell certain assets and do not apply the net proceeds in compliance with the indenture, holders of notes will have the right to require the Issuer to repurchase their notes at a price equal to 100% of their principal amount, plus accrued and unpaid interest, if any, to the repurchase date. See "Description of Notes—Certain Covenants—Limitation on Asset Sales."
Certain Covenants	The terms of the notes and indenture restrict the Issuer's ability and the ability of the Issuer's existing and future restricted subsidiaries to:
	• incur additional indebtedness;
	• pay dividends or make distributions or redeem stock;
	• make certain investments;
	• create liens;
	• merge or consolidate with another company or transfer or sell assets;
	• enter into restrictions affecting the ability of the Issuer's restricted subsidiaries to make distributions, loans or advances to us or other restricted subsidiaries; and
	• engage in transactions with affiliates.

        These covenants are subject to important limitations and exceptions. See "Description of Notes—Certain Covenants." During the time, if any, that the notes are rated investment grade by both Standard & Poor's Ratings Services and Moody's Investors Service, Inc. and certain other conditions are met, many of the restrictive covenants contained in the indenture governing the notes will cease to be in effect. See "Description of Notes—Covenant Suspension."

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Summary Historical Consolidated Financial and Other Data

        The following table sets forth summary historical consolidated financial information of ILG and its subsidiaries, including the Issuer. The summary historical consolidated financial data for the years ended December 31, 2015, 2014 and 2013 and as of December 31, 2015 and 2014 is derived from ILG's audited consolidated financial statements and related notes. The summary historical financial data below should be read in conjunction with the consolidated financial statements that are incorporated by reference in this document and their accompanying notes. See "Available Information." The historical financial data presented below are not necessarily indicative of the results to be expected for any future period.

	Year Ended December 31,
	2015		2014		2013
	(In thousands, except per share data)
Statement of Income Data
Revenue	$	697,436	$	614,373	$	501,215
Operating income		128,144		127,094		132,745
Net income attributable to common stockholders		73,315		78,930		81,217
Adjusted net income(1)		76,419		80,346		81,467
EBITDA(1)		166,088		158,731		155,103
Adjusted EBITDA(1)		184,888		172,705		166,243
Earnings per share
Basic	$	1.28	$	1.38	$	1.42
Diluted		1.26		1.36		1.40
Adjusted earnings per share(1)
Basic	$	1.33	$	1.40	$	1.42
Diluted		1.32		1.39		1.41
Dividends declared
Dividends declared per share of common stock	$	0.48	$	0.44	$	0.33

	December 31,
	2015		2014
	(In thousands)
Balance Sheet Data
Total assets(2)	$	1,279,107	$	1,324,002
Long-term debt, net of current portion(2)		415,700		484,383
ILG stockholders' equity		431,993		384,043
Noncontrolling interest		33,418		36,305

Operating Statistics:

	Year Ended December 31,
	2015		2014		2013
Exchange and Rental
Total active members (000's)(3)		1,811		1,799		1,815
Average revenue per member(4)	$	178.76	$	180.55	$	187.13
Available room nights (000's)(5)		3,054		3,095		1,537
RevPAR(6)	$	119.70	$	106.97	$	132.57
Vacation Ownership
Contract sales (000's)(7)	$	99,774	$	26,173		—
Average transaction price(8)	$	34,169	$	34,438		—
Volume per guest(9)	$	3,554	$	3,581		—

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Additional Data:

	Year Ended December 31,
	2015			2014			2013
	(Dollar amounts in thousands)
Exchange and Rental
Transaction revenue(10)	$	192,202		$	193,206		$	198,933
Membership fee revenue(11)		126,234			127,396			135,198
Ancillary member revenue(12)		5,577			6,649			6,852
Total member revenue		324,013			327,251			340,983
Other revenue(13)		32,636			25,262			24,024
Rental management revenue		50,384			48,148			29,956
Pass-through revenue(14)		94,311			82,729			47,426
Total Exchange & Rental revenue	$	501,344		$	483,390		$	442,389
Exchange and Rental gross margin		61.1	%		62.0	%		67.1	%
Exchange and Rental gross margin without pass-through		75.3	%		74.8	%		75.2	%
Vacation Ownership
Management fee revenue	$	99,566		$	92,017		$	41,595
Sales and financing revenue		39,041			9,478			—
Pass-through revenue(14)		57,485			29,488			17,231
Total Vacation Ownership revenue	$	196,092		$	130,983		$	58,826
Vacation Ownership gross margin		37.9	%		38.5	%		42.3	%
Vacation Ownership gross margin without pass-through		53.6	%		49.6	%		59.8	%

(1)

Adjusted net income is defined as net income attributable to common stockholders, excluding the impact of (a) acquisition related and restructuring costs, (b) other non-operating foreign currency remeasurements, and (c) other special items. Special items are presented to exclude (1) the effect of correcting an immaterial prior period item in 2013, (2) the recognition of prior period (pre-acquisition) sales at the Hyatt Vacation Ownership business's Maui joint venture upon receiving the temporary certificate of occupancy in 2014 and (3) the settlement of a certain legal proceeding in 2015.

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Below is a reconciliation of adjusted net income for the periods presented:

	Year Ended December 31,
	2015			2014			2013
	(In thousands)
Net income attributable to common stockholders	$	73,315		$	78,930		$	81,217
Prior period item		—			—			(3,496	)
Acquisition related and restructuring costs		7,585			7,058			4,467
Other non-operating foreign currency remeasurements		(3,768	)		(2,303	)		(589	)
Impact of purchase accounting		1,150			1,527			—
Other special items(a)		153			(3,962	)		—
Income tax impact on adjusting items(b)		(2,016	)		(904	)		(132	)
Adjusted net income	$	76,419		$	80,346		$	81,467
Earnings per share attributable to common stockholders:
Basic	$	1.28		$	1.38		$	1.42
Diluted	$	1.26		$	1.36		$	1.40
Adjusted earnings per share:
Basic	$	1.33		$	1.40		$	1.42
Diluted	$	1.32		$	1.39		$	1.41
Weighted average number of common stock outstanding:
Basic		57,400			57,343			57,243
Diluted		57,989			57,953			57,832

(a)

Special items are presented to exclude (1) the effect of correcting an immaterial prior period item in 2013 and (2) the settlement of a certain legal proceeding in the second quarter of 2015.

(b)

Tax rate utilized is the applicable effective tax rate for the period to the extent amounts are deductible.

"Adjusted EBITDA" is defined as net income attributable to common stockholders excluding, without duplication, if applicable: (a) non-operating interest income and interest expense, (b) income taxes, (c) depreciation expense, (d) amortization expense of intangibles, (e) non-cash compensation expense, (f) goodwill and asset impairments, (g) acquisition related and restructuring costs, (h) other non-operating income and expense, (i) the impact of the application of purchase accounting, (j) the deferral adjustment associated with percentage of completion accounting guidelines reflecting its impact on GAAP revenues and expenses, and (k) other special items described in footnote (a) below.

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ILG's presentation of Adjusted EBITDA may not be comparable to similarly-titled measures used by other companies. Below is a reconciliation of Adjusted EBITDA for the periods presented:

	Year Ended December 31,
	2015			2014			2013
	(Dollar amounts in thousands)
Adjusted EBITDA	$	184,888		$	172,705		$	166,243
Non-cash compensation expense		(13,470	)		(11,363	)		(10,428	)
Other non-operating income (expense), net		3,558			2,012			259
Acquisition related and restructuring costs		(7,585	)		(7,058	)		(4,467	)
Impact of purchase accounting		(1,150	)		(1,527	)		—
Other special items(a)		(153	)		3,962			—
Prior period item		—			—			3,496
EBITDA		166,088			158,731			155,103
Amortization expense of intangibles		(13,954	)		(12,301	)		(8,133	)
Depreciation expense		(17,449	)		(15,712	)		(14,531	)
Less: Net income attributable to noncontrolling interests		1,933			3,018			565
Equity in earnings from unconsolidated entities		(4,916	)		(4,630	)		—
Less: Other non-operating income (expense), net		(3,558	)		(2,012	)		(259	)
Operating income		128,144			127,094			132,745
Interest income		1,118			412			362
Interest expense		(21,401	)		(7,149	)		(6,172	)
Other non-operating income, net		3,558			2,012			259
Equity in earnings from unconsolidated entities		4,916			4,630			—
Income tax provision		(41,087	)		(45,051	)		(45,412	)
Net income		75,248			81,948			81,782
Net income attributable to noncontrolling interests		(1,933	)		(3,018	)		(565	)
Net income attributable to common stockholders	$	73,315		$	78,930		$	81,217

(a)

Special items are presented to exclude (1) the effect of correcting an immaterial prior period item in 2013, (2) the recognition of prior period (pre-acquisition) sales at the Hyatt Vacation Ownership business's Maui joint venture upon receiving the temporary certificate of occupancy in the fourth quarter of 2014 and (3) the settlement of a certain legal proceeding in the second quarter of 2015.

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

(2)

Unamortized debt issuance costs are presented as a reduction of long-term debt in the consolidated balance sheets, pursuant to ASC 2015-03, as discussed in Note 2 to our financial statements, which are incorporated by reference herein. Other non-current assets and long-term debt, presented above, as of December 31, 2014 and prior, has been retrospectively adjusted to effectuate the adoption of this ASU as described above.

(3)

Represents active members of the Interval Network as of the end of the period. Active members are members in good standing that have paid membership fees and any other applicable charges in full as of the end of the period or are within the allowed grace period. All Hyatt Residence Club members are also members of the Interval Network.

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(4)

Represents membership fee revenue, transaction revenue and ancillary member revenue for the Interval Network and Hyatt Residence Club for the applicable period divided by the monthly weighted average number of active members during the applicable period. Hyatt Residence Club revenue is included herein only since its acquisition date on October 1, 2014.

(5)

Available Room Nights is the number of nights available at Aqua-Aston managed vacation properties during the period, which excludes all rooms under renovation. Aqua available room nights included herein are only since its acquisition in December 2013.

(6)

Represents Gross Lodging Revenue divided by Available Room Nights during the period. Gross Lodging Revenue is total room revenue collected from all Aqua-Aston-managed occupied rooms during the period. Aqua occupied room nights included herein are only since its acquisition in December 2013.

(7)

Represents total vacation ownership interests sold at consolidated and unconsolidated projects pursuant to purchase agreements, net of actual cancellations and rescissions, where we have met a minimum threshold amounting to a 10% down payment of the contract purchase price during the period. Contract Sales included herein are only since HVO's October 1, 2014 acquisition.

(8)

Represents Contract Sales divided by the net number of transactions during the period subsequent to the HVO acquisition October 1, 2014.

(9)

Represents Contract Sales divided by the total number of tours during the period subsequent to the HVO acquisition on October 1, 2014.

(10)

Represents Interval Network and Hyatt Residence Club transactional and service fees paid primarily for exchanges, Getaways, reservation servicing, and related transactions. Hyatt Residence Club revenue is included herein only since its acquisition date on October 1, 2014.

(11)

Represents fees paid for membership in the Interval Network and Hyatt Residence Club.

(12)

Includes revenue related to insurance and travel-related services provided to Interval Network members.

(13)

Includes revenue related primarily to exchange and rental transaction activity and membership programs outside of the Interval Network and Hyatt Residence Club, sales of marketing materials primarily for point-of-sale developer use, and certain financial services-related fee income.

(14)

Represents the compensation and other employee-related costs directly associated with managing properties that are included in both revenue and expenses and that are passed on to the property owners or homeowners associations without mark-up. Pass-through revenue of the Vacation Ownership segment also includes reimbursement of sales and marketing expenses, without mark-up, pursuant to contractual arrangements. Management believes presenting gross margin without these expenses provides management and investors a relevant period-over-period comparison.

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RISK FACTORS

You should carefully consider the following risk factors, together with the other information contained or incorporated by reference in this prospectus, including the risk factors discussed in Part I, Item 1A—Risk Factors, in ILG's annual report on Form 10-K for the year ended December 31, 2015. The risks described below are not the only risks that ILG currently faces or will face after the exchange offer. Additional risks and uncertainties not currently known or that are currently expected to be immaterial may also materially and adversely affect ILG's business, financial condition or results of operations or the price of ILG common stock following the exchange offer.

If any of the following risks and uncertainties develops into actual events, these events could have a material adverse effect on ILG's business, financial condition or results of operations after the exchange offer. In addition, past financial performance may not be a reliable indicator of future performance, and historical trends should not be used to anticipate results or trends in future periods.

Risks Relating to the Exchange Offer

We have substantial debt and interest payment obligations that may restrict our future operations and impair our ability to meet our obligations.

        We and our consolidated subsidiaries have substantial indebtedness and, as a result, significant debt service obligations. As of December 31, 2015, we have $425 million of total indebtedness outstanding and an additional $516.4 (net of any outstanding letters of credit) is available for future borrowings as secured indebtedness under the Credit Facility. Our level of debt and these significant demands on our cash resources could have material consequences to our business, including, but not limited to:

•

making it more difficult for us to satisfy our financial obligations;

•

limiting our ability to obtain additional financing on satisfactory terms to fund our working capital requirements, capital expenditures, research and development efforts, acquisitions, investments and other general corporate obligations;

•

reducing the availability of our cash flow to fund our working capital requirements, capital expenditures, research and development, acquisitions, investments and other general corporate requirements because we will be required to use a substantial portion of our cash flow to service our debt obligations;

•

increasing our vulnerability to general economic downturns and adverse competitive and industry conditions;

•

increasing our exposure to interest rate increases because a portion of our borrowings is and will be at variable interest rates;

•

limiting our flexibility in planning for, or reacting to, changes in our business and the industries in which we compete; and

•

placing us at a competitive disadvantage to competitors that have less debt.

We may not be able to generate sufficient cash to service all of our indebtedness, including the notes.

        Our ability to make payments on and to refinance our indebtedness, including the notes, depends on our ability to generate cash in the future, which will be affected by general economic, financial, competitive, business and other factors beyond our control. We cannot assure you that our business will generate sufficient cash flow from operations or that future borrowings will be available to us under the Credit Facility in amounts sufficient to enable us to service our debt obligations, pay our indebtedness, including the notes at maturity or otherwise, or to fund our other liquidity needs. If we are unable to

15

meet our debt obligations or to fund our other liquidity needs, we may need to restructure or refinance our indebtedness, including the notes. Our ability to refinance our indebtedness or obtain additional financing will depend on, among other things:

•

our financial condition at the time;

•

restrictions in agreements governing our indebtedness, including the indenture governing the notes offered hereby and the credit agreement governing the Credit Facility; and

•

other factors, including financial market or industry conditions.

        Our ability to restructure or refinance our debt will depend on the condition of the capital markets and our financial condition at such time. Any refinancing of our debt could be at higher interest rates and may require us to comply with more onerous covenants, which could further restrict our business operations. As a result, it may be difficult for us to obtain financing on terms that are acceptable to us, or at all. Without this financing, we could be forced to reduce or delay investments and capital expenditures, or to sell assets, seek additional capital or restructure or refinance our indebtedness, including the notes. The terms of the Credit Facility and the indenture governing the notes limit our ability to sell assets and also restrict the use of proceeds from such a sale. Moreover, substantially all of our assets have been pledged to secure repayment of our indebtedness under the Credit Facility. In addition, we may not be able to sell assets quickly enough or for sufficient amounts to enable us to meet our obligations, including our obligations on the notes.

Despite our substantial indebtedness, we may still be able or obligated to incur more debt which could intensify the risks described above.

        Although the terms of the Credit Facility and the indenture governing the notes contain restrictions on the incurrence of additional indebtedness, these restrictions are subject to a number of important exceptions, and indebtedness incurred in compliance with these exceptions could be substantial. As of December 31, 2015, we have approximately $516.4 million net of any outstanding letters of credit available for additional revolving credit borrowings under the Credit Facility. See "Description of Certain Indebtedness" in our Annual Report on Form 10-K for the fiscal year ended December 31, 2015. To the extent we incur additional indebtedness, the risks discussed above will increase.

Restrictive covenants in the documents governing our indebtedness may prevent us from pursuing business activities that could otherwise improve our results of operations.

        The terms of the Credit Facility and the indenture governing the notes limit our ability and the ability of our subsidiaries to, among other things:

•

incur additional indebtedness;

•

pay dividends or make distributions or redeem or repurchase stock;

•

make certain investments;

•

create liens;

•

merge or consolidate with another company or transfer and sell assets; and

•

engage in transactions with affiliates.

        In addition, the credit agreement requires us to maintain compliance with certain financial covenants. You should read the discussions under the headings "Description of Certain Indebtedness" in our Annual Report on Form 10-K for the fiscal year ended December 31, 2015 and "Description of Notes—Certain Covenants" for further information about these covenants.

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        We may not be able to satisfy these covenants in the future or be able to pursue our strategies within the constraints of these covenants. A breach of a covenant contained in one debt instrument could result in an event of default under one or more of our other debt instruments.

The notes and the guarantees are effectively subordinated to our debt.

        The notes and the guarantees are general, unsecured obligations of the guarantors and are effectively subordinated in right of payment to all of the secured indebtedness of the guarantors to the extent of the value of the assets securing such indebtedness. In the event of a bankruptcy or similar proceeding, the assets of a guarantor that serve as collateral under such secured indebtedness would be made available to satisfy the obligations under the secured indebtedness before any payments are made on the notes or the guarantees. Accordingly, there may not be sufficient funds remaining to pay amounts due on all or any of the notes. Our obligations under the Credit Facility are secured by substantially all of our assets. See "Description of Certain Indebtedness" in our Annual Report on Form 10-K for the fiscal year ended December 31, 2015. As of December 31, 2015, we had $425 million of total indebtedness outstanding and an additional $516.4 million (net of any outstanding letters of credit) available for future borrowings as secured indebtedness under the Credit Facility. The indenture governing the notes permits us to incur additional secured indebtedness.

The notes are structurally subordinated to all indebtedness of our current and future subsidiaries that do not guarantee the notes.

        You will not have any claim as a creditor against any of our current or future subsidiaries that do not guarantee the notes. Indebtedness and other liabilities, whether secured or unsecured, of those subsidiaries is effectively senior to your claims against those subsidiaries. In addition, the indenture governing the notes and the credit agreement governing our Credit Facility, subject to some limitations, permits these subsidiaries to incur additional indebtedness and does not contain any limitation on the amount of other liabilities that may be incurred by these subsidiaries. As of December 31, 2015, our non-guarantor subsidiaries had no indebtedness and an aggregate of approximately $50.6 million of other liabilities (excluding intercompany indebtedness), all of which is structurally senior to the notes and the related guarantees. For the year ended December 31, 2015 our non-guarantor subsidiaries accounted for 13.0% of our consolidated revenue and 12.0% of our consolidated Adjusted EBITDA. As of December 31, 2015, our non-guarantor subsidiaries accounted for approximately 18.6% of our total consolidated assets.

We are permitted to create unrestricted subsidiaries, which will not be subject to any of the covenants in the indenture governing the notes, and we may not be able to rely on the cash flow or assets of those unrestricted subsidiaries to pay our indebtedness.

        Unrestricted subsidiaries are not subject to the covenants under the indenture governing the notes. Unrestricted subsidiaries may enter into financing arrangements that limit their ability to make loans or other payments to fund payments in respect of the notes. Accordingly, we may not be able to rely on the cash flow or assets of unrestricted subsidiaries to pay any of our indebtedness, including the notes. Additionally, the indenture governing the notes permits us to make certain investments in unrestricted subsidiaries.

We may be unable to repurchase notes in the event of a change of control.

        Upon the occurrence of certain kinds of change of control events, you will have the right, as a holder of the notes, to require us to repurchase all of your notes at a repurchase price equal to 101% of their principal amount, plus accrued and unpaid interest, if any, to the date of repurchase. Any change of control constitutes a default under the Credit Facility. We may not be able to pay you the required price for your notes at that time because we may not have available funds to pay the

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repurchase price. Any requirements to offer to repurchase notes may require us to refinance our existing indebtedness. In such an event, we may not be able to obtain additional financing or refinance our existing indebtedness on favorable terms, if at all. In addition, our failure to offer to purchase all validly tendered notes would be an event of default under the indenture. Such an event of default also constitutes an event of default under the Credit Facility, allowing the lenders thereunder to accelerate the indebtedness represented by the facility. Our future debt also may contain restrictions on repayment requirements with respect to specified events or transactions that constitute a change of control under the indenture. See "Description of Notes—Repurchase at the Option of Holders Upon a Change of Control."

Federal and state fraudulent conveyance laws may permit a court to void the notes and the guarantees, and, if that occurs, you may not receive any payments on the notes or the guarantees.

        The issuance of the notes and the guarantees may be subject to review under federal and state fraudulent conveyance statutes. While the relevant laws may vary from state to state, under such laws the payment of consideration generally will be a fraudulent conveyance if:

•

it was paid with the intent of hindering, delaying or defrauding creditors; or

•

the Issuer or any of the guarantors received less than fair consideration in return for issuing either the notes or a guarantee, as applicable, and either

•

the Issuer or the guarantor was insolvent or rendered insolvent by reason of the incurrence of the indebtedness;

•

payment of the consideration left the Issuer or the guarantor with an unreasonably small amount of capital to carry on the business; or

•

the Issuer or the guarantor intended to, or believed that it would, incur debts beyond its ability to pay the debt.

        If a court were to find that the issuance of the notes or a guarantee was a fraudulent conveyance, the court could void the payment obligations under the notes or such guarantee or further subordinate the notes or such guarantee to presently existing and future indebtedness, or require the holders of the notes to repay any amounts received with respect to the notes or such guarantee. In the event of a finding that a fraudulent conveyance occurred, you may not receive any repayment on the notes and you will not have a claim against the guarantor. Further, the voiding of the notes or a guarantee could result in an event of default with respect to our other indebtedness that could result in acceleration of that indebtedness.

        Although each guarantee contains a provision that intends to limit that guarantee from constituting a fraudulent conveyance under applicable law, these provisions may not be effective to protect the guarantees from being voided under the fraudulent transfer laws described above.

        We are primarily a holding company and we conduct a substantial portion of our operations exclusively through our subsidiaries. If the guarantees are unenforceable, your interests would be effectively subordinated to all of our subsidiaries' indebtedness and other liabilities.

There is currently no active trading market for the notes. If an active trading market does not develop for these notes, you may not be able to resell them.

        No active trading market currently exists for the notes, and none may develop. The notes will not be listed on any securities exchange. If an active trading market does not develop, you may not be able to resell your notes at their fair market value or at all. Historically, the market for non-investment grade debt has been subject to disruptions that have caused substantial volatility in the prices of securities similar to the notes. The market for the notes may be subject to similar disruptions. The

18

trading price may depend upon prevailing interest rates, the market for similar securities and other factors, including general economic conditions and our financial condition, performance and prospects. These factors could adversely affect you as a holder of notes.

The trading prices for the notes may be volatile.

        Historically, the market for non-investment grade debt has been subject to disruptions that have caused substantial volatility in the prices of securities similar to the notes. We cannot assure you that any such disruptions would not adversely affect the prices at which you may sell your notes. The notes may trade, if at all, at a discount from the initial offering price of the notes, depending upon prevailing interest rates, the market for similar notes, our operating performance and financial condition, the interest of securities dealers in making a market for the notes, and other factors, many of which are beyond our control.

If the notes are rated investment grade at any time by both S&P and Moody's, certain covenants contained in the indenture will be suspended, and the holders of the notes will lose the protection of these covenants.

        The indenture contains certain covenants that will be suspended and cease to have any effect from and after the first date when the notes are rated investment grade by both S&P and Moody's so long as no default or event of default exists. See "Description of Notes—Certain Covenants—Covenant Suspension." These covenants restrict, among other things, our ability to pay dividends, incur additional debt and to enter into certain types of transactions. Because we would not be subject to these restrictions at any time that the notes are rated investment grade, we would be able to make dividends and distributions and incur substantial additional debt. If after these covenants are suspended, S&P or Moody's were to downgrade their ratings of the notes to a non-investment grade level or withdraw their ratings, the covenants would be reinstated and the holders of the notes would again have the protection of these covenants. However, any liens or indebtedness incurred or other transactions entered into during such time as the notes were rated investment grade would not result in an event of default in the event the covenants in the notes are subsequently reinstated.

The lenders under the Credit Facility may in their discretion release the guarantors thereunder in a variety of circumstances, which will cause those guarantors to be released from their guarantees of the notes.

        The lenders under the Credit Facility may have the discretion to release guarantors thereunder in a variety of circumstances, which may cause those guarantors to be released from their guarantees of the notes. So long as any obligations under the Credit Facility remain outstanding, any guarantee of the notes may be released without action by, or consent of, any holder of notes or the trustee under the indenture governing the notes if, at the discretion of lenders under the Credit Facility, the related guarantor is no longer a guarantor of obligations under the Credit Facility. You will not have a claim as a creditor against any subsidiary that is no longer a guarantor of the notes, and the indebtedness and other liabilities, including trade payables, whether secured or unsecured, of those subsidiaries will effectively be senior to your claims as a holder of the notes.

If you fail to comply with the procedures for tendering old notes, your old notes will remain outstanding after the consummation of the exchange offer.

        The new notes will be issued in exchange for the old notes only after timely receipt by the exchange agent of the old notes or a book-entry confirmation related thereto, or compliance with requirements for guaranteed delivery, a properly completed and executed letter of transmittal or an agent's message, and all other required documentation. If you want to tender your old notes in exchange for new notes, you should allow sufficient time to ensure timely delivery. Neither we nor the exchange agent are under any duty to give you notification of defects or irregularities with respect to tenders of old notes for exchange. Old notes that are not tendered or are tendered but not accepted

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will, following the exchange offer, continue to be subject to the existing transfer restrictions. In addition, if you tender the old notes in the exchange offer to participate in a distribution of the new notes, you will be required to comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction. For additional information, please refer to the sections of this prospectus entitled "The Exchange Offer" and "Plan of Distribution and Selling Restrictions."

Risk Factors Relating to Our Business

        We and our affiliates face a variety of risks, including an array of financial and operational risks and various competitive and regulatory risks. All of these risks are described in Item 1A of Part I of our Annual Report on Form 10-K for the fiscal year ended December 31, 2015, as may be updated and supplemented in our subsequent SEC reports, all of which are incorporated by reference herein. See "Available Information."

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USE OF PROCEEDS

        The exchange offer is intended to satisfy our obligations under the registration rights agreement we entered into in connection with the private offering of the old notes. We will not receive any proceeds from the issuance of the new notes in the exchange offer. In consideration for issuing the new notes as contemplated in this prospectus, we will receive, in exchange, outstanding old notes in like principal amount. We will cancel all of the old notes surrendered in exchange for new notes in the exchange offer. As a result, the new notes will not result in any increase or decrease in our indebtedness.

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RATIO OF EARNINGS TO FIXED CHARGES

        Our ratio of earnings to fixed charges for each of the fiscal years ended December 31, 2011 through 2015 was as follows:

	Fiscal Year Ended December 31,
	2015		2014		2013		2012		2011
Ratio of Earnings to Fixed Charges		5.5		13.0		16.0		3.3		2.8

        The ratio of earnings to fixed charges has been calculated by dividing ILG and its consolidated subsidiaries' (1) earnings by (2) fixed charges. Earnings consists of earnings before income taxes and noncontrolling interests, plus fixed charges, less capitalized interest expense. Fixed charges consist of interest expense and a portion of rental expense that management believes is representative of the interest component of rental expense.

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THE EXCHANGE OFFER

Purpose of the Exchange Offer

        On April 10, 2015, $350.0 million principal amount of 5.625% Senior Notes due 2023, the old notes to which the exchange offer applies, were issued by Interval Acquisition Corp. in reliance on exemptions from, or in transactions not subject to, the registration requirements of the Securities Act and applicable state securities laws. The old notes have been fully and unconditionally guaranteed, jointly and severally, by ILG and all of the Issuer's existing and future domestic restricted subsidiaries that guarantee its obligations or are borrowers under the Credit Facility. In connection with the offering of the old notes, the Issuer and the guarantors agreed to conduct the exchange offer pursuant to the Registration Rights Agreement. Under the Registration Rights Agreement, the Issuer and the guarantors agreed, among other things, to:

•

file with the SEC an exchange offer registration statement relating to the new notes;

•

use their commercially reasonable efforts to cause the registration statement to become effective; and

•

use their commercially reasonable efforts to consummate the exchange offer on the earliest practicable date after the effective date of the registration statement, but in no event later than June 8, 2016.

        The Issuer and the guarantors are conducting the exchange offer to satisfy these obligations under the Registration Rights Agreement.

        Under some circumstances, the Issuer and the guarantors may be required to use their commercially reasonable efforts to file and cause to be declared effective, in lieu of the exchange offer registration statement, a shelf registration statement covering resales of the old notes. If the Issuer and the guarantors fail to meet specified deadlines under the Registration Rights Agreement, then the Issuer will be obligated to pay additional interest to holders of the old notes. See "—Registration Rights; Additional Interest."

Terms of the Exchange Offer

        The Issuer and the guarantors are offering to exchange an aggregate principal amount of up to $350.0 million of new notes and guarantees thereof for a like aggregate principal amount of old notes and guarantees thereof. The new notes will evidence the same debt as the old notes for which they are exchanged and will, like the old notes, be issued under and entitled to the benefits of the indenture. The form and terms of the new notes issued in the exchange offer will be identical in all material respects to the form and terms of the old notes, except that the new notes:

•

will have been registered under the Securities Act;

•

will not bear restrictive legends restricting their transfer under the Securities Act;

•

will not entitle holders to the registration rights that apply to the old notes; and

•

will not contain provisions relating to additional interest in connection with the old notes under circumstances related to the timing of the exchange offer.

        The exchange offer is not extended to holders of old notes in any jurisdiction where the exchange offer would not comply with the securities or blue sky laws of that jurisdiction.

        As of the date of this prospectus, $350.0 million aggregate principal amount of old notes is outstanding and registered in the name of Cede & Co., as nominee for The Depository Trust Company, or DTC. Only registered holders of the old notes, or their legal representatives or attorneys-in-fact, as reflected on the records of the trustee under the indenture, may participate in the exchange offer. The

23

Issuer and the guarantors will not set a fixed record date for determining registered holders of the old notes entitled to participate in the exchange offer. This prospectus, together with the letter of transmittal, is being sent to all registered holders of old notes and to others believed to have beneficial interests in the old notes.

        Upon the terms and subject to the conditions described in this prospectus and in the accompanying letter of transmittal, the Issuer will accept for exchange old notes which are properly tendered on or before the expiration date and not withdrawn as permitted below. The exchange offer expires at 5:00 p.m., New York City time, on                        , 2016 or such later date and time to which the Issuer may extend the exchange offer, such date referred to as the expiration date.

        Old notes tendered in the exchange offer must be in denominations of the principal amount of $2,000 and any integral multiple of $1,000 in excess thereof. The exchange offer is not conditioned upon holders tendering a minimum principal amount of old notes.

        If you do not tender your old notes or if you tender old notes that are not accepted for exchange, your old notes will remain outstanding. Existing transfer restrictions would continue to apply to old notes that remain outstanding. See "—Consequences of Failure to Exchange Old Notes" for more information regarding old notes outstanding after the exchange offer. Holders of the old notes do not have any appraisal or dissenters' rights in connection with the exchange offer.

        None of the Issuer and the guarantors, their respective boards of directors or their management recommends that you tender or not tender old notes in the exchange offer or has authorized anyone to make any recommendation. You must decide whether to tender old notes in the exchange offer and, if you decide to tender, the aggregate amount of old notes to tender.

        The Issuer has the right, in its reasonable discretion and in accordance with applicable law, at any time:

•

to extend the expiration date;

•

to delay the acceptance of any old notes;

•

to terminate the exchange offer and not accept any old notes for exchange if the Issuer determines that any of the conditions to the exchange offer described below under "—Conditions to the Exchange Offer" have not occurred or have not been satisfied; and

•

to amend the terms of the exchange offer in any manner.

        During an extension, all old notes previously tendered will remain subject to the exchange offer and may be accepted for exchange by the Issuer.

        We will give oral or written notice of any extension, delay, non-acceptance, termination or amendment to the exchange agent as promptly as practicable and make a public announcement of the extension, delay, non-acceptance, termination or amendment. In the case of an extension, the announcement will be made no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration date.

        If the Issuer amends the exchange offer in a manner that we consider material, we will as promptly as practicable distribute to the holders of the old notes a prospectus supplement or, if appropriate, an updated prospectus from a post-effective amendment to the registration statement of which this prospectus is a part, disclosing the change and extend the exchange offer for a period of five to ten business days, depending upon the significance of the amendment and the manner of disclosure to the registered holders, if the exchange offer would otherwise expire during the five to ten business day period.

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Procedures for Tendering Old Notes

Valid Tender

        When the holder of old notes tenders, and the Issuer accepts, old notes for exchange, a binding agreement between the Issuer and the guarantors, on the one hand, and the tendering holder, on the other hand, is created, upon the terms and subject to the conditions set forth in this prospectus and the accompanying letter of transmittal.

        Except as described below under "—Guaranteed Delivery," a holder of old notes who wishes to tender old notes for exchange must, on or prior to the expiration date:

•

transmit a properly completed and duly executed letter of transmittal, together with all other documents required by the letter of transmittal, to the exchange agent at the address provided below under "—Exchange Agent"; or

•

if old notes are tendered in accordance with the book-entry procedures described below under "—Book-Entry Transfers," arrange with DTC to cause an agent's message to be transmitted to the exchange agent at the address provided below under "—Exchange Agent."

        The term "agent's message" means a message transmitted to the exchange agent by DTC which states that DTC has received an express acknowledgment that the tendering holder agrees to be bound by the letter of transmittal and that the Issuer and the guarantors may enforce the letter of transmittal against that holder.

        In tendering old notes, you must warrant in the letter of transmittal or in an agent's message that:

•

you have full power and authority to tender, exchange, sell, assign and transfer old notes;

•

we will acquire good, marketable and unencumbered title to the tendered old notes, free and clear of all liens, restrictions, charges and other encumbrances; and

•

the old notes tendered for exchange are not subject to any adverse claims or proxies.

        You also must warrant and agree that you will, upon request, execute and deliver any additional documents requested by us or the exchange agent to complete the exchange, sale, assignment and transfer of the old notes.

        In addition, on or prior to the expiration date:

•

the exchange agent must receive the certificates for the old notes being tendered; or

•

the exchange agent must receive a confirmation, referred to as a "book-entry confirmation," of the book-entry transfer of the old notes being tendered into the exchange agent's account at DTC, and the book-entry confirmation must include an agent's message; or

•

the holder must comply with the guaranteed delivery procedures described below under "—Guaranteed Delivery."

        If you beneficially own old notes and those notes are registered in the name of a broker, dealer, commercial bank, trust company or other nominee or custodian and you wish to tender your old notes in the exchange offer, you should contact the registered holder as soon as possible and instruct it to tender the old notes on your behalf and comply with the instructions set forth in this prospectus and the letter of transmittal.

        The method of delivery of certificates for the old notes, the letter of transmittal and all other required documents is at your election and sole risk. If delivery is by mail, we recommend registered mail with return receipt requested, properly insured, or overnight delivery service. In all cases, you should allow sufficient time to ensure delivery to the exchange agent before the expiration date.

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Delivery is complete when the exchange agent actually receives the items to be delivered. Delivery of documents to DTC in accordance with DTC's procedures does not constitute delivery to the exchange agent. Do not send letters of transmittal, certificates representing old notes or other documents to the Issuer or any guarantor.

        The Issuer and the guarantors will not accept any alternative, conditional or contingent tenders. Each tendering holder, by execution of a letter of transmittal or by causing the transmission of an agent's message, waives any right to receive any notice of the acceptance of such tender.

Signature Guarantees

        Signatures on a letter of transmittal or a notice of withdrawal, as the case may be, must be guaranteed unless the old notes surrendered for exchange are tendered:

•

by a registered holder of old notes, unless such holder has completed either the box entitled "Special Issuance Instructions" or the box entitled "Special Delivery Instructions" on the letter of transmittal; or

•

for the account of an eligible institution.

        An "eligible institution" is a firm or other entity which is identified as an "Eligible Guarantor Institution" in Rule 17Ad-15 under the Exchange Act, including:

•

a bank;

•

a broker, dealer, municipal securities broker or dealer or government securities broker or dealer;

•

a credit union;

•

a national securities exchange, registered securities association or clearing agency; or

•

a savings association.

        If signatures on a letter of transmittal or notice of withdrawal are required to be guaranteed, the guarantor must be an eligible institution.

        If old notes are registered in the name of a person other than the signer of the letter of transmittal, the old notes surrendered for exchange must be endorsed or accompanied by a written instrument or instruments of transfer or exchange, in satisfactory form as determined by the Issuer and the guarantors in their sole discretion, duly executed by the registered holder with the holder's signature guaranteed by an eligible institution, and must also be accompanied by such opinions of counsel, certifications and other information as the Issuer and the guarantors or the trustee under the indenture for the old notes may require in accordance with the restrictions on transfer applicable to the old notes.

Book-Entry Transfers

        For tenders by book-entry transfer of old notes cleared through DTC, the exchange agent will make a request to establish an account at DTC for purposes of the exchange offer. Any financial institution that is a DTC participant may make book-entry delivery of old notes by causing DTC to transfer the old notes into the exchange agent's account at DTC in accordance with DTC's procedures for transfer. The exchange agent and DTC have confirmed that any financial institution that is a participant in DTC may use the Automated Tender Offer Program, or ATOP, procedures to tender old notes. Accordingly, any participant in DTC may make book-entry delivery of old notes by causing DTC to transfer those old notes into the exchange agent's account at DTC in accordance with DTC's ATOP procedures.

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        Notwithstanding the ability of holders of old notes to effect delivery of old notes through book-entry transfer at DTC, either:

•

the letter of transmittal or an agent's message in lieu of the letter of transmittal, with any required signature guarantees and any other required documents, such as endorsements, bond powers, opinions of counsel, certifications and powers of attorney, if applicable, must be transmitted to and received by the exchange agent prior to the expiration date at the address given below under "—Exchange Agent"; or

•

the guaranteed delivery procedures described below must be complied with.

Guaranteed Delivery

        If a holder wants to tender old notes in the exchange offer and (1) the certificates for the old notes are not immediately available or all required documents are unlikely to reach the exchange agent before the exchange offer expires or (2) a book-entry transfer cannot be completed on time, the old notes may be tendered if:

•

the tender is made by or through an eligible institution;

•

the eligible institution delivers a properly completed and duly executed notice of guaranteed delivery, substantially in the form provided, to the exchange agent by hand, facsimile, mail or overnight delivery service on or prior to the expiration date:

•

stating that the tender is being made;

•

setting forth the name and address of the holder of the old notes being tendered and the amount of the old notes being tendered; and

•

guaranteeing that, within three New York Stock Exchange trading days after the date of execution of the notice of guaranteed delivery, the certificates for all physically tendered old notes, in proper form for transfer, or a book-entry confirmation, as the case may be, together with a properly completed and duly executed letter of transmittal, or an agent's message in lieu thereof, with any required signature guarantees and any other documents required by the letter of transmittal, will be deposited by the eligible institution with the exchange agent; and

•

the exchange agent receives the certificates for the old notes, or a book-entry confirmation, and a properly completed and duly executed letter of transmittal, or an agent's message in lieu thereof, with any required signature guarantees and any other documents required by the letter of transmittal within three New York Stock Exchange trading days after the date of execution of the notice of guaranteed delivery.

Determination of Validity

        The Issuer, in its sole discretion, will resolve all questions regarding the form of documents, validity, eligibility, including time of receipt, and acceptance for exchange of any tendered old notes. The determination of these questions by the Issuer, as well as its interpretation of the terms and conditions of the exchange offer, including the letter of transmittal, will be final and binding on all parties. A tender of old notes is invalid until all defects and irregularities have been cured or waived.

        Holders must cure any defects and irregularities in connection with tenders of old notes for exchange within such reasonable period of time as the Issuer and the guarantors will determine, unless they waive the defects or irregularities. None of the Issuer and the guarantors, any of their respective affiliates or assigns, the exchange agent or any other person is under any obligation to give notice of any defects or irregularities in tenders, nor will any of them be liable for failing to give any such notice.

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        The Issuer reserves the absolute right, in its sole and absolute discretion:

•

to reject any tenders determined to be in improper form or unlawful;

•

to waive any of the conditions of the exchange offer; or

•

to waive any condition or irregularity in the tender of old notes by any holder, whether or not the Issuer waives similar conditions or irregularities in the case of other holders.

        If any letter of transmittal, certificate, endorsement, bond power, power of attorney or any other document required by the letter of transmittal is signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, that person must indicate such capacity when signing. In addition, unless waived by the Issuer, the person must submit proper evidence satisfactory to the Issuer, in its sole discretion, of the person's authority to so act.

Acceptance of Old Notes for Exchange; Delivery of New Notes

        Upon satisfaction or waiver of all of the conditions to the exchange offer, the Issuer will, promptly after the expiration date, accept for exchange and cancel all old notes properly tendered and issue new notes registered under the Securities Act. See "—Conditions to the Exchange Offer" for a discussion of the conditions that must be satisfied or waived before old notes are accepted for exchange. The exchange agent might not deliver the new notes to all tendering holders at the same time. The timing of delivery depends upon when the exchange agent receives and processes the required documents.

        For purposes of the exchange offer, the Issuer will be deemed to have accepted properly tendered old notes for exchange when it gives oral or written notice to the exchange agent of acceptance of the tendered old notes, with written confirmation of any oral notice to be given promptly thereafter. The exchange agent is the agent of the Issuer for receiving tenders of old notes, letters of transmittal and related documents.

        In all cases, the Issuer will issue new notes in the exchange offer for old notes that are accepted for exchange only after the exchange agent timely receives:

•

certificates for those old notes or a timely book-entry confirmation of the transfer of those old notes into the exchange agent's account at DTC;

•

a properly completed and duly executed letter of transmittal or an agent's message; and

•

all other required documents, such as endorsements, bond powers, opinions of counsel, certifications and powers of attorney, if applicable.

        For each old note accepted for exchange and cancelled, the holder will receive a new note registered under the Securities Act having a principal amount equal to, and in the denomination of, that of the surrendered old note. Accordingly, registered holders of new notes issued in the exchange offer on the relevant record date for the first interest payment date following the consummation of the exchange offer will receive interest accruing from the most recent date to which interest has been paid on the old notes or, if no interest has been paid on the old notes, from April 10, 2015. Old notes accepted for exchange will cease to accrue interest from and after the date of consummation of the exchange offer and will be cancelled promptly after the expiration of the exchange offer.

        If for any reason under the terms and conditions of the exchange offer the Issuer does not accept any tendered old notes, or if a holder submits old notes for a greater principal amount than the holder desires to exchange, the Issuer will return the unaccepted or non-exchanged old notes without cost to the tendering holder promptly after the expiration or termination of the exchange offer. In the case of old notes tendered by book-entry transfer through DTC, any unexchanged old notes will be credited to an account maintained with DTC.

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Resales of New Notes

        Based on interpretations by the SEC set forth in no-action letters issued to third parties, we believe that you may resell or otherwise transfer new notes issued in the exchange offer without complying with the registration and prospectus delivery provisions of the Securities Act, if:

•

you are not our affiliate within the meaning of Rule 405 of the Securities Act;

•

you are not participating, and you have no arrangement or understanding with any person to participate in a distribution (within the meaning of the Securities Act) of the new notes in violation of the provisions of the Securities Act;

•

if you are a broker dealer, you have not entered into any arrangement or understanding with us or any of our affiliates to distribute the new notes; and

•

you are acquiring the new notes in the ordinary course of your business.

        If you are our affiliate, or are engaging in, or intend to engage in, or have any arrangement or understanding with any person to participate in, a distribution of the new notes, or are not acquiring the new notes in the ordinary course of your business:

•

You cannot rely on the position of the SEC set forth in Morgan Stanley & Co. Incorporated (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the SEC's letter to Shearman & Sterling, dated July 2, 1993, and similar no-action letters; and

•

in the absence of an exception from the position stated immediately above, you must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale of the new notes.

        This prospectus may be used for an offer to resell, resale or other transfer of new notes only as specifically set forth in this prospectus. With regard to broker-dealers, only broker-dealers that acquired the outstanding old notes as a result of market-making activities or other trading activities may participate in the exchange offer. Each broker-dealer that receives new notes for its own account in exchange for outstanding old notes, where such outstanding old notes were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of the new notes. Please read "Plan of Distribution and Selling Restrictions" for more details regarding the transfer of new notes.

        If the holder is an affiliate of the Issuer or any guarantor or is engaged in, or intends to engage in, or has an arrangement or understanding with any person to participate in, a distribution of the new notes, that holder or other person may not rely on the applicable interpretations of the staff of the SEC and must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction.

        By tendering old notes, the holder of those old notes will represent to the Issuer and the guarantors that, among other things, the holder:

•

is acquiring the new notes in its ordinary course of business;

•

is not engaged in, does not intend to engage in and has no arrangement or understanding with any person to participate in a distribution of the new notes in violation of the Securities Act;

•

is not an affiliate of the Issuer or any guarantor; and

•

is not acting on behalf of any person who could not truthfully make the foregoing representations.

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        Each broker-dealer that receives new notes for its own account in exchange for old notes, where the old notes were acquired by it as a result of market-making activities or other trading activities, may be deemed to be an "underwriter" within the meaning of the Securities Act and must acknowledge that it will deliver a prospectus that meets the requirements of the Securities Act in connection with any resale of the new notes. The letter of transmittal states that by so acknowledging and by delivering a prospectus, the broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. See "Plan of Distribution and Selling Restrictions" for a discussion of the exchange and resale obligations of broker-dealers in connection with the exchange offer and the new notes.

Withdrawal Rights

        You can withdraw tenders of old notes at any time prior to the expiration date. For a withdrawal to be effective, you must deliver a written notice of withdrawal to the exchange agent or comply with the appropriate procedures of ATOP. Any notice of withdrawal must:

•

specify the name of the person that tendered the old notes to be withdrawn;

•

identify the old notes to be withdrawn, including the principal amount of those old notes; and

•

where certificates for old notes are transmitted, the name of the registered holder of the old notes, if different from that of the person withdrawing the old notes.

        If you delivered or otherwise identified certificated old notes to the exchange agent, you must submit the serial numbers of the old notes to be withdrawn and the signature on the notice of withdrawal must be guaranteed by an eligible institution, except in the case of old notes tendered for the account of an eligible institution. See "—Procedures for Tendering Old Notes—Signature Guarantees" for further information on the requirements for guarantees of signatures on notices of withdrawal. If you tendered old notes in accordance with applicable book-entry transfer procedures, the notice of withdrawal must specify the name and number of the account at DTC to be credited with the withdrawn old notes and you must deliver the notice of withdrawal to the exchange agent. You may not rescind withdrawals of tender; however, old notes properly withdrawn may again be tendered at any time on or prior to the expiration date in accordance with the procedures described under "—Procedures for Tendering Old Notes."

        The Issuer will determine, in its sole and absolute discretion, all questions regarding the validity, form and eligibility, including time of receipt, of notices of withdrawal. Its determination of these questions as well as its interpretation of the terms and conditions of the exchange offer, including the letter of transmittal, will be final and binding on all parties. None of the Issuer and the guarantors, any of their respective affiliates or assigns, the exchange agent or any other person is under any obligation to give notice of any irregularities in any notice of withdrawal, nor will any of them be liable for failing to give any such notice.

        Withdrawn old notes will be returned to the holder as promptly as practicable after withdrawal without cost to the holder. In the case of old notes tendered by book-entry transfer through DTC, the old notes withdrawn will be credited to an account maintained with DTC.

Conditions to the Exchange Offer

        Notwithstanding any other provision of the exchange offer, the Issuer is not required to accept for exchange, or to issue new notes in exchange for, any old notes, and the Issuer and the guarantors may terminate or amend the exchange offer, if:

•

at any time prior to the expiration date, the Issuer and the guarantors determine, in their reasonable judgment, that the exchange offer violates applicable law or SEC policy;

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•

at any time prior to the expiration date, any action or proceeding has been instituted or threatened in writing in any court or by or before any governmental agency with respect to the exchange offer that, in our reasonable judgment, would be expected to impair our ability to proceed with the exchange offer;

•

at any time prior to the expiration date, a material adverse development shall have occurred with respect to the Issuer; or

•

all governmental approvals have not been obtained that the Issuer deems necessary for the consummation of the exchange offer.

        In addition, with respect to any holder, the exchange offer is conditioned on the tender of the old notes to us by such holder in accordance with the terms and conditions set forth in this prospectus and the accompanying letter of transmittal.

        The foregoing conditions are for our sole benefit, and we may assert them regardless of the circumstances giving rise to any such condition, or we may waive the conditions, completely or partially, whenever or as many times as we choose, in our reasonable discretion. The foregoing rights are not deemed waived because we fail to exercise them, but continue in effect, and we may still assert them whenever or as many times as we choose. If we determine that a waiver of conditions materially changes the exchange offer, the prospectus will be amended or supplemented, and the exchange offer extended, if appropriate, as described under "—Terms of the Exchange Offer."

        In addition, at a time when any stop order is threatened or in effect with respect to the registration statement of which this prospectus constitutes a part or with respect to the qualification of the indenture under the Trust Indenture Act of 1939, as amended, we will not accept for exchange any old notes tendered, and no new notes will be issued in exchange for any such old notes.

        If the Issuer and the guarantors are not permitted to consummate the exchange offer because the exchange offer is not permitted by applicable law or SEC policy, the Registration Rights Agreement requires that the Issuer and the guarantors file with the SEC, and use commercially reasonable efforts to cause to be declared effective under the Securities Act, a shelf registration statement relating to the offer and sale of notes. See "—Registration Rights; Additional Interest."

Exchange Agent

        HSBC Bank USA, National Association is serving as exchange agent for the exchange offer. You should direct questions and requests for assistance, requests for additional copies of this prospectus or of the letter of transmittal and requests for notices of guaranteed delivery to the exchange agent. Holders of old notes seeking to tender old notes in the exchange offer should send certificates for old notes, letters of transmittal and any other required documents to the exchange agent by registered, certified or regular mail, hand delivery, overnight delivery service or facsimile, as follows:

For all forms of delivery:

HSBC Bank USA, National Association
Corporate Trust and Loan Agency
452 Fifth Avenue
New York, NY 10016
Attn: Account Bank
Facsimile: (212) 525-1300
For confirmation call: (212) 525-1427

        If you deliver the letter of transmittal or any other required documents to an address other than as set forth above or transmit the letter of transmittal or any other required documentation via facsimile to a number other than as indicated above, your tender of old notes will be invalid.

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Fees and Expenses

        The Registration Rights Agreement provides that the Issuer and the guarantors will bear all expenses in connection with the performance of their obligations relating to the registration of the new notes and the conduct of the exchange offer. These expenses include, among others, registration and filing fees, accounting and legal fees and printing costs. We will pay the exchange agent reasonable and customary fees for its services and reasonable out-of-pocket expenses.

        We have not retained any dealer-manager in connection with the exchange offer and will not pay any fee or commission to any broker, dealer, nominee or other person, other than the exchange agent, for soliciting tenders of old notes pursuant to the exchange offer.

Transfer Taxes

        Holders who tender their old notes for exchange will not be obligated to pay any transfer taxes in connection with the exchange. If, however, new notes issued in the exchange offer are to be delivered to, or are to be issued in the name of, any person other than the holder of the old notes tendered, or if a transfer tax is imposed for any reason other than the exchange of old notes in connection with the exchange offer, then any such transfer taxes, whether imposed on the registered holder or on any other person, will be payable by the holder or such other person. If satisfactory evidence of payment of, or exemption from, such taxes is not submitted with the letter of transmittal, the amount of such transfer taxes will be billed directly to the tendering holder.

Accounting Treatment

        The new notes will be recorded at the same carrying value as the old notes. Accordingly, we will not recognize any gain or loss for accounting purposes. We intend to amortize the expenses of the exchange offer and the issuance of the old notes over the term of the new notes.

Consequences of Failure to Exchange Old Notes

        Holders of the old notes do not have any appraisal or dissenters' rights in the exchange offer. Old notes that are not tendered or are tendered but not accepted will, following the consummation of the exchange offer, remain outstanding and continue to accrue interest and be subject to the provisions in the indenture regarding the transfer and exchange of the old notes and the existing restrictions on transfer set forth in the legends on the old notes. In general, the old notes, unless registered under the Securities Act, may not be offered or sold except pursuant to an exemption from, or in a transaction not subject to, the Securities Act and applicable state securities laws. Following the consummation of the exchange offer, the Issuer and the guarantors will have no further obligation to provide for the registration under the Securities Act of the old notes. See "—Registration Rights; Additional Interest." We do not currently anticipate that we will take any action following the consummation of the exchange offer to register the old notes under the Securities Act or under any state securities laws.

        Consummation of the exchange offer may have adverse consequences to non-tendering old note holders, including that the reduced amount of outstanding old notes as a result of the exchange offer may adversely affect the trading market, liquidity and market price of the old notes. See "Risk Factors—Risks Relating to Our Indebtedness and the Notes—If you fail to comply with the procedures for tendering old notes, your old notes will remain outstanding after the consummation of the exchange offer" for further information.

        The new notes and any old notes which remain outstanding after consummation of the exchange offer will vote together for all purposes as a single class under the indenture.

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Registration Rights; Additional Interest

        Pursuant to the Registration Rights Agreement, the Issuer and the guarantors may elect to effect an exchange offer to offer registered notes to the holders or, if:

•

applicable interpretations of the staff of the SEC do not permit the Issuer and the guarantors to effect an exchange offer; or

•

any holder of old notes (other than an initial purchaser) is not eligible to participate in the exchange offer,

        then in lieu of effecting the exchange offer, the Issuer and the guarantors will, at their cost,

•

promptly as practicable, file a shelf registration statement with the SEC covering resales of the old notes or the new notes;

•

use commercially reasonable efforts to cause the shelf registration statement to be declared effective under the Securities Act; and

•

use commercially reasonable efforts to keep the shelf registration statement effective until the earliest of (x) the second anniversary of the effective date of the shelf registration statement and (y) the date on which all of the notes or exchange notes, as applicable, covered by the shelf registration statement have been sold pursuant to the shelf registration statement.

        If:

•

the exchange offer has not been consummated on or prior to June 8, 2016;

•

the shelf registration statement has not been filed, if required by the Registration Rights Agreement; or

•

other registration defaults contemplated by the Registration Rights Agreement occur;

then interest, referred to in this section of the prospectus as additional interest, will accrue on the principal amount of the old notes (in addition to the stated interest on the old notes) from and including the date on which any such registration default shall occur to but excluding the date on which all registration defaults have been cured. Additional interest will accrue at a rate of 0.25% per annum during the 90-day period immediately following the occurrence of a registration default and shall increase by 0.25% per annum at the end of each subsequent 90-day period, but in no event shall such rate exceed 1.00% per annum. Upon the cure of all registration defaults, the accrual of additional interest shall cease.

        Holders of the old notes will be required to make specified representations to the Issuer in order to participate in the exchange offer. In order to have their old notes included in the shelf registration statement and benefit from the provisions regarding default damages set forth above, holders of the old notes will be required to deliver specified information to be used in the shelf registration statement. By acquiring old notes or new notes, a holder will be deemed to have agreed to indemnify the Issuer and the guarantors against certain losses arising out of information furnished by such holder in writing for inclusion in any shelf registration statement. Holders of old notes will also be required to suspend their use of the prospectus included in the shelf registration statement under specified circumstances upon receipt of written notice to that effect from the Issuer.

        For further information concerning the registration rights of holders of old notes, you should refer to the Registration Rights Agreement, which we have filed as Exhibit 4.3 to the registration statement of which this prospectus is a part.

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DESCRIPTION OF NOTES

        You can find the definitions of capitalized terms used in this description and not defined elsewhere under the subheading "Definitions." In this description, the words "Issuer," "we," "us" or "our" refer to Interval Acquisition Corp., a Delaware corporation, and the words "Parent Guarantor" refer only to Interval Leisure Group, Inc., a Delaware corporation, and not to any of its Subsidiaries, except for the purpose of financial data determined on a consolidated basis. In addition, the words "Subsidiary Guarantor" refer to all existing Subsidiaries of the Issuer that Guarantee the notes and to any future Subsidiaries that guarantee the notes. The word "Guarantors" refers to the Parent Guarantor and the Subsidiary Guarantors collectively.

General

        The old notes were issued under an indenture, dated as of April 10, 2015, with HSBC Bank USA, National Association, as Trustee (as referenced herein, the "trustee" or the "Trustee"), as supplemented by a first supplemental indenture, dated as of November 10, 2015 (together, the "indenture"). The Issuer will issue the new notes under the indenture. We have filed a copy of the indenture as Exhibit 4.2 to the registration statement of which this prospectus is a part.

        The terms of the new notes will be identical in all material respects to the terms of the old notes, except that the new notes:

•

will have been registered under the Securities Act;

•

will not bear restrictive legends restricting their transfer under the Securities Act;

•

will not entitle holders to the registration rights that apply to the old notes; and

•

will not contain provisions relating to additional interest in connection with the old notes under circumstances related to the timing of the exchange offer.

        This "Description of Notes" section is a summary of the material provisions of the indenture and the new notes. It does not purport to restate those documents in their entirety and is qualified in its entirety by reference to all the provisions of the indenture and the notes, including the definitions of certain terms therein and those terms made a part thereof by the Trust Indenture Act of 1939, as amended.

Holding Company Structure

        The Issuer is a holding company and does not have any material assets or operations other than ownership of the capital stock of its subsidiaries and joint ventures. All of its operations are conducted through its subsidiaries. As a result, the Issuer depends on the cash flow of its subsidiaries to meet its obligations, including its obligations under the notes. Claims of creditors of such subsidiaries that are not Guarantors, including trade creditors, of such Subsidiaries generally will have priority with respect to the assets and earnings of such Subsidiaries over the claims of the Issuer's creditors, including holders of the notes. The notes, therefore, are structurally subordinated to creditors, including trade creditors, of our Subsidiaries that are not Guarantors.

Brief Description of the Notes and the Guarantees

The Notes

        The notes will be:

•

general unsecured obligations of the Issuer;

•

ranked equally in right of payment with all of the Issuer's existing and future senior debt;

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•

ranked senior in right of payment to all of the Issuer's future Subordinated Indebtedness;

•

ranked effectively junior to (i) all debt and other liabilities (including trade payables) of our Subsidiaries (if any) that are not Guarantors and (ii) all secured obligations of the Issuer (including amounts outstanding under the Credit Facility) to the extent of the value of the assets securing such obligations; and

•

fully and unconditionally guaranteed by the Guarantors.

        Although the notes are titled "senior," we have not issued, and do not currently have any plans to issue, any indebtedness which would be subordinated to the notes.

        The notes will be issued in fully registered form only, without coupons, in denominations of $2,000 and integral multiples of $1,000 in excess thereof.

The Guarantees

        The notes will be guaranteed by the Guarantors, which initially will include ILG and certain of our direct and indirect Restricted Subsidiaries that are Domestic Subsidiaries. Not all of our Subsidiaries will guarantee the notes. In the event of a bankruptcy, liquidation or reorganization of any of these non-guarantor Subsidiaries, these non-guarantor Subsidiaries will be obligated to pay the holders of their indebtedness and their trade creditors before they will be able to distribute any of their assets to us.

        As of December 31, 2015:

•

the Issuer and its subsidiaries had $425.0 million principal amount of indebtedness on a consolidated basis, consisting of:

•

$350.0 million principal amount of the notes, and

•

$75.0 million principal amount of secured debt;

•

an additional $516.4 million was available for borrowing on a secured basis under our senior secured credit facilities, excluding letters of credit totaling approximately $8.6 million, which borrowings and related guarantees would be secured.

        Our non-guarantor subsidiaries accounted for $90.7 million or 13.0% of our total revenues for the fiscal year ended December 31, 2015 and approximately $102.1 million, or 16.6% of our total revenues for the year ended December 31, 2014 and accounted for $237.4 million or 18.6% of our total assets and approximately $50.6 million or 6.2% of our total liabilities as of December 31, 2015.

        The Guarantees will be:

•

general unsecured obligations of each Guarantor;

•

ranked equally in right of payment with all existing and future senior debt of such Guarantor;

•

ranked senior in right of payment to all existing and future Subordinated Indebtedness of such Guarantor; and

•

ranked effectively junior to secured obligations of such Guarantor (including the secured guarantee by such guarantor of our obligations under the Credit Facility) to the extent of the value of the assets securing such obligations.

        As of the Issue Date, all of our Domestic Subsidiaries will be Restricted Subsidiaries and will be Guarantors. Under certain circumstances, we will be permitted to designate certain of our Subsidiaries as a "Unrestricted Subsidiaries." Unrestricted Subsidiaries will not be subject to the restrictive

35

covenants in the indenture. Unrestricted Subsidiaries will not guarantee the notes. Restricted Subsidiaries that are not Domestic Subsidiaries will not be required to guarantee the notes.

Principal, Maturity and Interest

        We will issue $350 million in initial aggregate principal amount of notes under the indenture and, subject to compliance with the covenant described under "—Certain Covenants—Limitation on Debt," we can issue an unlimited amount of additional notes at later dates.

        Any additional notes that we issue in the future will be identical in all respects to the notes we are issuing now, except that the notes issued in the future will have different issuance prices and issuance dates; provided that if the additional notes are not fungible with the notes for U.S. federal income tax purposes, the additional notes will be issued with a separate CUSIP number. We will issue notes only in fully registered form without coupons, in a minimum denomination of $2,000 and integral multiples of $1,000 in excess thereof.

        The notes will mature on April 15, 2023.

        Interest on the notes will accrue at a rate of 5.625% per annum. Interest on the notes will be payable semi-annually in arrears on April 15 and October 15, commencing on October 15, 2016. We pay interest to those persons who were holders of record on the April 1 or October 1 immediately preceding each interest payment date.

        Interest on the notes will accrue from the date of original issuance or, if interest has already been paid, from the date it was most recently paid. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months.

        The notes will be denominated in U.S. Dollars and all payments of principal and interest thereon will be paid in U.S. Dollars.

Ranking

        The notes will be the senior unsecured obligations of the Issuer and will initially be guaranteed by the Parent Guarantor and each of the Issuer's Restricted Subsidiaries that is required to provide a guarantee or is a borrower under the Credit Agreement. The notes rank equally with or senior to all Debt of the Issuer and the Guarantors, but are effectively junior to all secured Debt, including our obligations under the Credit Agreement, to the extent of the value of the assets securing such Debt. Subject to the limits described under "—Certain Covenants—Limitation on Debt "and "—Certain Covenants—Limitation on Liens," the Issuer and its Restricted Subsidiaries may Incur additional secured Debt.

        Certain of the Issuer's Subsidiaries will not guarantee the notes, including any Receivables Subsidiary so long as it remains a Receivables Subsidiary. Claims of creditors of non-Guarantor Subsidiaries, including trade creditors, and creditors holding debt and guarantees issued by those Subsidiaries, and claims of preferred stockholders (if any) of those Subsidiaries generally will have priority with respect to the assets and earnings of those subsidiaries over the claims of creditors of the Issuer, including holders of the notes. The notes and each Note Guarantee (as defined below) therefore will be effectively subordinated to creditors (including trade creditors) and preferred stockholders (if any) of Subsidiaries of the Issuer (other than the Subsidiary Guarantors). Although the indenture limits the Incurrence of Debt of Restricted Subsidiaries, the limitation is subject to a number of significant exceptions. Moreover, the indenture does not impose any limitation on the Incurrence by Restricted Subsidiaries of liabilities that are not considered Debt under the indenture. See "—Certain Covenants—Limitation on Debt."

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Optional Redemption

        Except as set forth in the next two paragraphs, notes will not be redeemable at the option of the Issuer prior to April 15, 2018. On or after April 15, 2018, the Issuer may, at its option, redeem all or any portion of the notes, at once or over time, upon not less than 30 days nor more than 60 days prior notice. The notes may be redeemed at the redemption prices set forth below, plus accrued and unpaid interest, if any, to, but not including, the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date). The following prices are for notes redeemed during the 12-month period commencing on April 15 of the years set forth below, and are expressed as percentages of principal amount:

Redemption Year	Price
2018		104.219	%
2019		102.813	%
2020		101.406	%
2021 and thereafter		100.000	%

        At any time and from time to time, prior to April 15, 2018, the Issuer may, on any one or more occasions, redeem up to a maximum of 35% of the original aggregate principal amount of the notes (including additional notes, if any) with the proceeds of one or more Equity Offerings, at a redemption price equal to 105.625% of the principal amount thereof, plus accrued and unpaid interest thereon, if any, to the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date); provided, however, that immediately after giving effect to any redemption of this kind, at least 65% of the original aggregate principal amount of notes (including additional notes, if any) remains outstanding. Any redemption of this kind shall be made within 90 days of such Equity Offering upon not less than 30 and no more than 60 days' prior notice.

        In addition, the Issuer may choose to redeem all or any portion of the notes, at once or over time, prior to April 15, 2018. If it does so, it may redeem the notes upon not less than 30 days nor more than 60 days prior notice. To redeem the notes, the Issuer must pay a redemption price equal to the sum of:

        (a)   100% of the principal amount of the notes to be redeemed, plus

        (b)   the Applicable Premium,

plus accrued and unpaid interest, if any, to, but not including, the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date).

        Any notice to holders of notes of such a redemption needs to include the appropriate calculation of the redemption price, but does not need to include the redemption price itself. The actual redemption price, calculated as described above, must be set forth in an Officers' Certificate delivered to the trustee no later than two Business Days prior to the redemption date.

        If the optional redemption date is on or after an interest record date and on or before the related interest payment date, the accrued and unpaid interest, if any, will be paid to the Person in whose name the note is registered at the close of business, on such record date. In the case of any partial redemption, the trustee will select notes for redemption by such method as it shall deem fair and appropriate; provided that if the notes are in global form, interests in such global notes will be selected for redemption by DTC in accordance with its standard procedures therefor, although no note of $2,000 in original principal amount or less will be redeemed in part. If any note is to be redeemed in part only, the notice of redemption relating to such note will state the portion of the principal amount

37

thereof to be redeemed. A new note in principal amount equal to the unredeemed portion thereof will be issued in the name of the holder thereof upon cancellation of the original note.

Mandatory Redemption; Sinking Fund

        There will be no mandatory sinking fund payments for the notes.

Note Guarantees

        The obligations of the Issuer pursuant to the notes, including any repurchase obligation resulting from a Change of Control, will be unconditionally guaranteed, jointly and severally, on an unsecured basis, by the Parent Guarantor and each Restricted Subsidiary of the Issuer that guarantees or is a borrower under the Credit Agreement and certain other Debt (the "Note Guarantees" and each, a "Note Guarantee"). If any Restricted Subsidiary (including any newly acquired or created Restricted Subsidiary) other than the Issuer becomes a borrower or guarantor under the Credit Agreement or other capital markets debt securities of the Issuer or any Guarantor after the date of the indenture, the new Restricted Subsidiary must provide a Note Guarantee.

        Each Note Guarantee will be limited to the maximum amount that would not render the Guarantor's obligations subject to avoidance under applicable fraudulent conveyance provisions of the United States Bankruptcy Code or any comparable provision of state law. By virtue of this limitation, a Guarantor's obligation under its Note Guarantee could be significantly less than amounts payable with respect to the notes, or a Guarantor may have effectively no obligation under its Note Guarantee. See "Risk Factors—Risks Related to the Notes—Federal and state fraudulent conveyance laws may permit a court to void the notes and the guarantees, and, if that occurs, you may not receive any payments on the notes or the guarantees."

        The Note Guarantee of a Subsidiary Guarantor will terminate, and the Note Guarantee will be automatically and unconditionally released and discharged, upon:

        (1)   a sale or other disposition (including by way of consolidation or merger) of Capital Stock of the Subsidiary Guarantor following which such Subsidiary Guarantor ceases to be a Subsidiary or the sale or disposition of all or substantially all the Property of the Subsidiary Guarantor (other than to the Issuer or a Domestic Restricted Subsidiary) otherwise permitted by the indenture;

        (2)   the release or discharge of such Subsidiary Guarantor's guarantee of the obligations under the Credit Agreement or the release or discharge of such other guarantee in respect of capital markets debt securities of the Issuer or any Guarantor, as applicable, that resulted in the creation of such Note Guarantee other than, in each case, a release or discharge through payment thereon;

        (3)   the designation in accordance with the indenture of the Subsidiary Guarantor as an Unrestricted Subsidiary; or

        (4)   defeasance or discharge of the notes, as provided in "—Defeasance and Discharge."

        The Note Guarantee of Parent Guarantor will terminate, and the Note Guarantee will be automatically and unconditionally released and discharged, upon defeasance or discharge of the notes, as provided in "—Defeasance and Discharge."

        While Parent Guarantor will be a Guarantor of the notes and the indenture on the Issue Date, Parent Guarantor will not be subject to most of the covenants in the indenture that are applicable to the Issuer and its Restricted Subsidiaries. In particular, the Indenture does not limit the incurrence of Debt by Parent Guarantor.

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Repurchase at the Option of Holders Upon a Change of Control

        Upon the occurrence of a Change of Control, each holder of notes will have the right to require us to repurchase all or any part of that holder's notes pursuant to the offer described below (the "Change of Control Offer") at a purchase price (the "Change of Control Purchase Price") equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to the purchase date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date).

        Within 30 days following any Change of Control, the Issuer shall send or cause to be sent by first-class mail (or electronic transmission in the case of notes held in book-entry form), with a copy to the trustee, to each holder of notes, at such holder's address appearing in the security register, a notice stating:

        (1)   that a Change of Control has occurred and a Change of Control Offer is being made pursuant to the covenant described herein under "—Repurchase at the Option of Holders Upon a Change of Control" and that all notes timely tendered will be accepted for repurchase;

        (2)   the Change of Control Purchase Price and the purchase date, which shall be, subject to any contrary requirements of applicable law, a Business Day no earlier than 30 days nor later than 60 days from the date such notice is delivered; and

        (3)   the procedures that holders of notes must follow in order to tender their notes (or portions thereof) for payment, and the procedures that holders of notes must follow in order to withdraw an election to tender notes (or portions thereof) for payment.

        We will not be required to make a Change of Control Offer following a Change of Control if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in the indenture applicable to a Change of Control Offer made by us and purchases all notes validly tendered and not withdrawn under such Change of Control Offer or (2) notice of redemption has been given pursuant to the indenture to redeem all of the notes, as described above under the caption "—Optional Redemption," unless and until there is a default in payment of the applicable redemption price. Notwithstanding anything to the contrary contained herein, a Change of Control Offer may be made in advance of a Change of Control, conditioned upon the consummation of such Change of Control, if a definitive agreement is in place for the Change of Control at the time the Change of Control Offer is made.

        We will comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of the covenant described above, we will comply with the applicable securities laws and regulations and will not be deemed to have breached our obligations under this covenant by virtue of such compliance.

        The Change of Control repurchase feature is a result of negotiations between us and the initial purchasers. The Issuer has no present intention to engage in a transaction involving a Change of Control, although it is possible that we would decide to do so in the future. Subject to the covenants described below, we could, in the future, enter into transactions, including acquisitions, refinancings or other recapitalizations, that would not constitute a Change of Control under the indenture, but that could increase the amount of Debt outstanding at such time or otherwise affect our capital structure or credit ratings.

        The definition of "Change of Control" includes a phrase relating to the sale, transfer, assignment, lease, conveyance or other disposition of "all or substantially all" of our assets. Although there is a developing body of case law interpreting the phrase "substantially all," there is no precise established

39

definition of the phrase under applicable law. Accordingly, if we dispose of less than all of our assets by any of the means described above, the ability of a holder of notes to require us to repurchase its notes may be uncertain.

        The Credit Agreement restricts us in certain circumstances from purchasing any notes prior to maturity of the notes and also provides that the occurrence of some of the events that would constitute a Change of Control would constitute a default under the Credit Agreement. Future Debt of the Issuer may contain prohibitions of certain events that would constitute a Change of Control or require that future Debt be repurchased upon a Change of Control. We cannot assure you that sufficient funds will be available when necessary to make any required repurchases. Our failure to purchase notes in connection with a Change of Control would result in a default under the indenture. Any such default would, in turn, constitute a default under the Credit Agreement, and may constitute a default under any of our future Debt as well. Our obligation to make an offer to repurchase the notes as a result of a Change of Control may be waived or modified at any time prior to the occurrence of that Change of Control with the written consent of the holders of a majority in principal amount of the notes. See "—Amendments and Waivers."

Certain Covenants

        Set forth below are summaries of certain of the covenants to be contained in the indenture.

Covenant Suspension

        During any period of time that:

        (a)   the notes have Investment Grade Ratings from both Rating Agencies, and

        (b)   no Default or Event of Default has occurred and is continuing under the indenture, the Issuer and the Restricted Subsidiaries will not be subject to the following provisions of the indenture:

•

"—Limitation on Debt,"

•

"—Limitation on Restricted Payments,"

•

"—Limitation on Asset Sales,"

•

"—Limitation on Restrictions on Distributions from Restricted Subsidiaries,"

•

"—Limitation on Transactions with Affiliates" and

•

clause (e) of the first paragraph of "—Merger, Consolidation and Sale of Property"

(collectively, the "Suspended Covenants"). In the event that the Issuer and the Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the preceding sentence and, subsequently, one or both of the Rating Agencies withdraws its ratings or downgrades the ratings assigned to the notes below the required Investment Grade Ratings or a Default or Event of Default occurs and is continuing (the date of such ratings withdrawal or downgrade or the occurrence of such Default or Event of Default, the "Reversion Date"), then the Issuer and the Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants for all periods after that withdrawal, downgrade, Default or Event of Default and, furthermore, compliance with the provisions of the covenant described in "—Limitation on Restricted Payments" with respect to Restricted Payments made after the time of the withdrawal, downgrade, Default or Event of Default will be calculated in accordance with the terms of that covenant as though that covenant had been in effect during the entire period of time from the Issue Date, provided that there will not be deemed to have occurred a Default or Event of Default with respect to that covenant during the time (the "Suspension Period") that the Issuer and the Restricted Subsidiaries were not subject to the Suspended

40

Covenants (or after that time based solely on events that occurred during that time). Accordingly, Restricted Payments made during the Suspension Period will reduce the amount available to be made as Restricted Payments under the first paragraph of "—Limitation on Restricted Payments." The Issuer will give the trustee written notice of any such suspension of covenants and in any event not later than five Business Days after such suspension has occurred. In the absence of such notice, the trustee shall assume that the Suspended Covenants are in full force and effect.

        Solely for the purpose of determining the amount of Permitted Liens under the "—Limitation on Liens" covenant during any Suspension Period (as defined below) and without limiting the Issuer's or any Restricted Subsidiary's ability to Incur Debt during any Suspension Period, to the extent that calculations in the "—Limitation on Liens" covenant refer to the "—Limitation on Debt" covenant, such calculations shall be made as though the "—Limitation on Debt" covenant remains in effect during the Suspension Period. On the Reversion Date, all Debt Incurred during the Suspension Period will be classified to have been Incurred pursuant to clause (1) of the first paragraph or one of the clauses set forth in the second paragraph of the covenant described under "—Limitation on Debt"(to the extent such Debt would be permitted to be Incurred thereunder as of the Reversion Date and after giving effect to Debt Incurred prior to the Suspension Period and outstanding on the Reversion Date). To the extent such Debt would not be permitted to be Incurred pursuant to clause (1) of the first paragraph or one of the clauses set forth in the second paragraph of the covenant described under "—Limitation on Debt," such Debt will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause (g) of the second paragraph of the covenant described under "—Limitation on Debt." For purposes of determining compliance with the covenant described under "—Limitation on Asset Sales," on the Reversion Date, the Net Available Cash from all Asset Sales not applied in accordance with the covenant will be deemed to be reset to zero. No Subsidiaries may be designated as Unrestricted Subsidiaries during any Suspension Period. The Issuer will give the trustee written notice of any occurrence of a Reversion Date not later than five Business Days after such Reversion Date. After any such notice of the occurrence of a Reversion Date, the trustee shall assume that the Suspended Covenants apply and are in full force and effect.

Limitation on Debt

        The Issuer shall not, and shall not permit any Restricted Subsidiary to, Incur, directly or indirectly, any Debt (including Acquired Debt) unless, after giving effect to the application of the proceeds thereof and either:

        (1)   the Debt is Debt (in each case, including Acquired Debt) of the Issuer or a Restricted Subsidiary and after giving pro forma effect to the Incurrence of the Debt and the application of the proceeds thereof, the Consolidated Fixed Charges Coverage Ratio would be at least 2.00 to 1.00; provided that the aggregate principal amount of Debt permitted to be Incurred pursuant to this clause (1) by Restricted Subsidiaries that are not the Issuer or Subsidiary Guarantors may not exceed $35 million at any time outstanding, or

        (2)   the Debt is Permitted Debt.

        The term "Permitted Debt" is defined to include the following:

        (a)   Debt of the Issuer or any Restricted Subsidiary evidenced by the notes offered hereby and the related Note Guarantees (including exchange notes pursuant to the Registration Rights Agreement but excluding any additional notes);

        (b)   Debt of the Issuer or a Restricted Subsidiary Incurred under Credit Facilities up to an aggregate principal amount (with letters of credit and bankers' acceptances being deemed to have a principal amount equal to the face amount thereof) not to exceed $700 million at any time outstanding, which amount shall be permanently reduced by the amount of Net Available Cash

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from an Asset Sale used to Repay Debt Incurred pursuant to this clause (b), pursuant to the covenant described under "—Limitation on Asset Sales";

        (c)   Debt of the Issuer owing to and held by any Restricted Subsidiary and Debt of a Restricted Subsidiary owing to and held by the Issuer or any Restricted Subsidiary; provided, however, that (1) any subsequent issue or transfer of Capital Stock or other event that results in any Restricted Subsidiary ceasing to be a Restricted Subsidiary or any subsequent transfer of that Debt (except to the Issuer or a Restricted Subsidiary) shall be deemed, in each case, to constitute the Incurrence of that Debt by the Issuer thereof, and (2) if the Issuer or a Subsidiary Guarantor is the obligor on that Debt and the Debt is owed to a Restricted Subsidiary that is not the Issuer or a Subsidiary Guarantor, the Debt is expressly subordinated to the prior payment in full in cash of all obligations with respect to the notes or the applicable Note Guarantee;

        (d)   Debt of a Restricted Subsidiary outstanding on the date on which that Restricted Subsidiary was acquired by the Issuer or otherwise became a Restricted Subsidiary (other than Debt Incurred as consideration in, or to provide all or any portion of the funds or credit support utilized to consummate, a transaction or series of transactions pursuant to which the Restricted Subsidiary became a Restricted Subsidiary of the Issuer or was otherwise acquired by the Issuer); provided that the principal amount of any Debt Incurred pursuant to this clause (d) outstanding at any one time may not exceed the greater of (x) $35 million and (y) 3.5% of the Issuer's Consolidated Total Assets;

        (e)   Debt in connection with one or more standby letters of credit or performance or surety bonds or completion guarantees issued by the Issuer or a Restricted Subsidiary in the ordinary course of business or pursuant to self-insurance obligations and not in connection with the borrowing of money or the obtaining of advances or credit;

        (f)    Debt arising from agreements of the Issuer or a Restricted Subsidiary providing for indemnification, adjustment of purchase price or similar obligations, in each case, Incurred in connection with the disposition of any business, assets or Capital Stock of a Subsidiary, other than Guarantees of Debt Incurred by any Person acquiring all or any portion of such business, assets or Capital Stock; provided, however, that the maximum aggregate liability in respect of all such Debt shall at no time exceed the gross proceeds actually received by the Issuer or such Restricted Subsidiary in connection with such disposition;

        (g)   Debt of the Issuer and its Restricted Subsidiaries outstanding on the Issue Date and, in each case not otherwise described in clauses (a) through (f) above and clause (l) below;

        (h)   Debt of the Issuer or a Restricted Subsidiary (other than any Receivables Subsidiary) in an aggregate principal amount outstanding at any one time not to exceed $150 million;

        (i)    Debt of the Issuer or a Restricted Subsidiary Incurred in respect of Capital Lease Obligations, Purchase Money Debt and Sale and Leaseback Transactions, provided that the principal amount of any Debt Incurred pursuant to this clause (i) outstanding at any one time may not exceed the greater of (x) $50 million and (y) 5.0% of the Issuer's Consolidated Total Assets;

        (j)    Debt of the Issuer or any Subsidiary Guarantor consisting of Guarantees of Debt of the Issuer or any Restricted Subsidiary Incurred under any other clause of this covenant;

        (k)   Debt of Foreign Subsidiaries in an aggregate principal amount outstanding at any one time not to exceed $50 million;

        (l)    Debt under Hedging Obligations that are Incurred in the ordinary course of business (and not for speculative purposes);

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        (m)  Debt to the extent that the net proceeds thereof are promptly deposited to defease or to satisfy and discharge the notes in each case in accordance with the requirements of the indenture;

        (n)   Permitted Refinancing Debt Incurred in respect of Debt Incurred pursuant to clause (1) of the first paragraph of this covenant and clauses (a), (d) and (g) above or this clause (n);

        (o)   Debt of any Receivables Subsidiary under an Accounts Receivable Facility to the extent that the obligations thereunder are required to be reflected as a liability on the consolidated balance sheet of the Issuer in accordance with GAAP;

        (p)   Debt arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business; provided that such Debt is extinguished within five (5) Business Days of its Incurrence;

        (q)   Debt in respect of trade letters of credit, warehouse receipts or similar instruments issued to support performance obligations (other than obligations in respect of Debt) in the ordinary course of business; provided that the aggregate stated amount of any such trade letters of credit, warehouse receipts or similar instruments shall not exceed, as of the date of issuance, amendment or extension thereof, $15.0 million;

        (r)   Debt consisting of (i) the financing of insurance premiums or (ii) take or pay obligations contained in supply arrangements, in each case, in the ordinary course of business;

        (s)   Debt representing deferred compensation to employees of the Issuer or any Subsidiary incurred in the ordinary course of business;

        (t)    all premium (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in paragraphs (a) through (s) above.

        For purposes of determining compliance with any restriction on the Incurrence of Debt in U.S. Dollars where Debt is denominated in a different currency, the amount of such Debt will be the Dollar Equivalent determined on the date of such determination. The principal amount of any Permitted Refinancing Debt Incurred in the same currency as the Debt being refinanced will be the Dollar Equivalent of the Debt refinanced determined on the date such Debt being refinanced was initially Incurred. Notwithstanding any other provision of this covenant, for purposes of determining compliance with this "Limitation on Debt" covenant, increases in Debt solely due to fluctuations in the exchange rates of currencies will not be deemed to exceed the maximum amount that the Issuer or any Restricted Subsidiary may Incur under any of clauses (a) through (t) of this "Limitation on Debt" covenant.

        For purposes of determining compliance with the covenant described above:

        (A)  in the event that an item of Debt meets the criteria of more than one of the types of Debt described above, the Issuer, in its sole discretion, will classify such item of Debt at the time of Incurrence and only be required to include the amount and type of such Debt in one of the above clauses; and

        (B)  the Issuer will be entitled to divide and classify and reclassify an item of Debt in more than one of the types of Debt described above; provided that Debt outstanding under each Credit Agreement on the Issue Date shall at all times be treated as Incurred under clause (2)(b) above and may not be reclassified.

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Limitation on Restricted Payments

        The Issuer shall not make, and shall not permit any Restricted Subsidiary to make, directly or indirectly, any Restricted Payment if at the time of, and after giving effect to, the proposed Restricted Payment,

        (a)   Default or Event of Default shall have occurred and be continuing,

        (b)   the Issuer could not Incur at least $1.00 of additional Debt pursuant to clause (1) of the first paragraph of the covenant described under "—Limitation on Debt," or

        (c)   the aggregate amount of that Restricted Payment and all other Restricted Payments declared or made after the Issue Date (the amount of any Restricted Payment, if made other than in cash, to be based upon Fair Market Value) would exceed an amount equal to the sum of:

        (1)   50% of the aggregate amount of Consolidated Net Income accrued during the period (treated as one accounting period) from the first day of the fiscal quarter in which the Issue Date occurs to the end of the most recent fiscal quarter ending prior to the date of such Restricted Payment and for which reports are required to be provided under "—Reports"(or if the aggregate amount of Consolidated Net Income for such period shall be a deficit, minus 100% of such deficit), plus

        (2)   Capital Stock Sale Proceeds received after the Issue Date, plus

        (3)   the sum of:

        (A)  the aggregate Net Cash Proceeds received by the Issuer or any Restricted Subsidiary from the issuance or sale after the Issue Date of convertible or exchangeable Debt that has been converted into or exchanged for Capital Stock (other than Disqualified Stock) of the Issuer, and

        (B)  the aggregate amount by which Debt of the Issuer or any Restricted Subsidiary is reduced on the Issuer's consolidated balance sheet on or after the Issue Date upon the conversion or exchange of any Debt issued or sold on or prior to the Issue Date that is convertible or exchangeable for Capital Stock (other than Disqualified Stock) of the Issuer,

excluding, in the case of clause (A) or (B):

        (x)   any Debt issued or sold to the Issuer or a Subsidiary of the Issuer or an employee stock ownership plan or trust established by the Issuer or any Subsidiary for the benefit of their employees, and

        (y)   the aggregate amount of any cash or other Property distributed by the Issuer or any Restricted Subsidiary upon any such conversion or exchange,

plus

        (4)   an amount equal to the sum of:

        (A)  the net reduction in Investments in any Person other than the Issuer or a Restricted Subsidiary resulting from dividends, repayments of loans or advances or other transfers of Property made after the Issue Date, in each case to the Issuer or any Restricted Subsidiary from that Person, less the cost of the disposition of those Investments, and

        (B)  the lesser of the net book value or the Fair Market Value of the Issuer's equity interest in an Unrestricted Subsidiary at the time the Unrestricted Subsidiary is

44

designated a Restricted Subsidiary (provided that such designation occurs after the Issue Date);

provided, however, that the foregoing sum shall not exceed, in the case of any Person, the amount of Investments previously made (and treated as Restricted Payments) by the Issuer or any Restricted Subsidiary in that Person, and

plus

        (5)   any cash dividends or cash distributions received directly or indirectly by the Issuer or a Subsidiary Guarantor after the Issue Date from an Unrestricted Subsidiary or any other Person that is not a Restricted Subsidiary, to the extent such dividends or distributions were not otherwise included in Consolidated Net Income (other than to the extent such distribution represents a return of capital and the Investment in such Unrestricted Subsidiary or such other Person was made by the Issuer or a Restricted Subsidiary pursuant to clause (j) of the second paragraph of this covenant or to the extent such Investment constituted a Permitted Investment).

        Notwithstanding the foregoing limitation, the Issuer and each of the Restricted Subsidiaries may:

        (a)   declare or pay dividends on its Capital Stock or distributions, or the consummation of any irrevocable redemption, within 60 days after the date of declaration of the dividend or distribution or giving of the redemption notice, as the case may be, if, on said date of declaration or redemption notice, such dividends, distributions or redemption, as the case may be, could have been paid in compliance with the indenture; provided, however, that the dividend, distribution and redemption shall be included in the calculation of the amount of Restricted Payments;

        (b)   purchase, repurchase, redeem, legally defease, acquire or retire for value Capital Stock of the Issuer or Subordinated Obligations in exchange for, or out of the proceeds of the substantially concurrent sale of, Capital Stock of the Issuer (other than Disqualified Stock and other than Capital Stock issued or sold to a Subsidiary of the Issuer or an employee stock ownership plan or trust established by the Issuer or any Subsidiary for the benefit of their employees); provided, however, that

        (1)   the purchase, repurchase, redemption, legal defeasance, acquisition or retirement shall be excluded in the calculation of the amount of Restricted Payments, and

        (2)   the Capital Stock Sale Proceeds from the exchange or sale shall be excluded from the calculation pursuant to clause (c)(2) above;

        (c)   purchase, repurchase, redeem, legally defease, acquire or retire for value any Subordinated Obligations in exchange for, or out of the proceeds of the substantially concurrent sale of, Permitted Refinancing Debt; provided, however, that the purchase, repurchase, redemption, legal defeasance, acquisition or retirement shall be excluded in the calculation of the amount of Restricted Payments;

        (d)   pay scheduled dividends (not constituting a return on capital) on Disqualified Stock issued pursuant to and in compliance with the covenant described under "—Limitation on Debt";

        (e)   permit a Restricted Subsidiary that is not a Wholly Owned Subsidiary to pay dividends to shareholders of that Restricted Subsidiary that are not the parent of that Restricted Subsidiary, so long as the Issuer or a Restricted Subsidiary that is the parent of that Restricted Subsidiary receives dividends on a pro rata basis or on a basis that results in the receipt by the Issuer or a Restricted Subsidiary that is the parent of that Restricted Subsidiary of dividends or distributions of greater value than it would receive on a pro rata basis;

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        (f)    make cash payments in lieu of fractional shares in connection with the exercise of warrants, options or other securities convertible into Capital Stock of the Issuer; provided, however, that such payments shall be excluded in the calculation of the amount of Restricted Payments;

        (g)   make repurchases of shares of Capital Stock (other than Disqualified Stock) of the Issuer deemed to occur upon the exercise of options to purchase shares of Capital Stock (other than Disqualified Stock) of the Issuer, warrants, other rights to acquire Capital Stock (other than Disqualified Stock) or the vesting of restricted stock units if such shares of Capital Stock (other than Disqualified Stock) of the Issuer represent a portion of the exercise price of such options, warrants or other rights or represents withholding, income or employment taxes due upon such exercise or vesting; provided, however, that such repurchases shall be excluded in the calculation of the amount of Restricted Payments;

        (h)   repurchase shares of, or options to purchase shares of, common stock of the Issuer or a Restricted Subsidiary from current or former officers, directors or employees of the Issuer or any of its Subsidiaries (or permitted transferees of such current or former officers, directors or employees), pursuant to the terms of agreements (including employment agreements) or plans approved by the Board of Directors under which such individuals acquire shares of such common stock; provided, however, that the aggregate amount of such repurchases shall not exceed $5.0 million in any calendar year (with unused amounts in any calendar year carried over to the immediately succeeding calendar year (but not any other years) subject to a maximum of $7.5 million in any calendar year); and provided further, however, that such repurchases shall be excluded in the calculation of the amount of Restricted Payments;

        (i)    purchase, defease or otherwise acquire or retire for value any Subordinated Obligations upon a Change of Control of the Issuer or an Asset Sale by the Issuer, to the extent required by any agreement pursuant to which such Subordinated Obligations were issued, but only if the Issuer has previously made the offer to purchase notes required under "—Repurchase at the Option of Holders Upon a Change of Control" or "—Limitation on Asset Sales" and has repurchased all notes validly tendered and now withdrawn in connection with such offer to purchase notes pursuant to the provisions described under "—Repurchase at the Option of Holders Upon a Change of Control" or "—Limitation on Asset Sales"; provided, however, that such payments shall be included in the calculation of the amount of Restricted Payments;

        (j)    make other Restricted Payments not to exceed $75 million in the aggregate; provided, however, that such payments shall be excluded in the calculation of the amount of Restricted Payments;

        (k)   declare or pay dividends or distributions to the Parent Guarantor in such amount as to cause the Parent Guarantor to be able to declare or pay dividends on common stock of the Parent Guarantor of not more than $0.12 per share in each of the first two fiscal quarters of the Issuer commencing after the Issue Date; provided, however, that the dividend or distribution shall be excluded in the calculation of the amount of Restricted Payments;

        (l)    any purchase, repurchase, redemption, defeasance or other acquisition or retirement of Disqualified Stock of the Issuer or a Restricted Subsidiary made by exchange for or out of the proceeds of, the substantially concurrent sale of Disqualified Stock of the Issuer or such Restricted Subsidiary, as the case may be, so long as such refinancing Disqualified Stock is permitted to be Incurred pursuant to the covenant described under "—Limitation on Debt" and constitutes Refinancing Debt;

        (m)  any payments made in connection with the Transactions; provided, however, that such payments shall be excluded in the calculation of the amount of Restricted Payments;

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        (n)   the Issuer may declare and pay dividends or make other distributions to Parent Guarantor in respect of (i) overhead, legal, accounting and administrative expenses of Parent Guarantor, (ii) Tax Distributions and franchise or similar taxes and other fees and expenses required to maintain the existence of Parent Guarantor and (iii) customary salary, bonus and other benefits payable to, and indemnities provided on behalf of, officers and employees of Parent Guarantor, in each case in order to permit Parent Guarantor to make such payments; provided that in each case under this clause (n), the amount of such dividends and distributions shall not exceed the portion of any dividends or distributions referred to in this clause (n) that are directly allocable to the Issuer and its Subsidiaries (which shall be deemed to be 100% for so long as Parent Guarantor owns no material assets other than the Capital Stock of the Issuer and does not have any material obligations other than the guarantee of obligations under the Credit Agreement and the guarantee of the notes); and

        (o)   Restricted Payments by the Issuer to the Parent Guarantor to finance Investments that would otherwise be permitted to be made pursuant to this covenant if made by the Issuer; provided that (A) such Restricted Payment shall be made substantially concurrently with the closing of such Investment, (B) the Parent Guarantor shall, immediately following the closing thereof, cause (i) all property acquired (whether Capital Stock or other assets) to be contributed to the capital of the Issuer or one of the Restricted Subsidiaries or (ii) the merger or amalgamation of the Person formed or acquired into the Issuer or one of the Restricted Subsidiaries (to the extent not prohibited by the covenant "—Merger, Consolidation and Sale of Property" below) in order to consummate such Investment, (C) the Parent Guarantor and its Affiliates (other than the Issuer or a Restricted Subsidiary) receive no consideration or other payment in connection with such transaction except to the extent the Issuer or a Restricted Subsidiary could have given such consideration or made such payment in compliance with the Indenture, (D) any property received by the Issuer shall not increase amounts available for Restricted Payments pursuant to clause (3) of the preceding paragraph or any other provision of this paragraph and (E) such Investment shall have been permitted by and shall be deemed to be made by the Issuer or such Restricted Subsidiary pursuant to another provision of this covenant or pursuant to the definition of "Permitted Investments" pursuant to which the Issuer would have been entitled to have made such Investment if made by the Issuer.

Limitation on Liens

        The Issuer shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, Incur or suffer to exist, any Lien (other than Permitted Liens), upon any of its Property (including Capital Stock of a Restricted Subsidiary), whether owned at the Issue Date or thereafter acquired, or any interest therein or any income or profits therefrom unless (i) it has made or will make effective provision whereby the notes will be secured by that Lien equally and ratably with (or prior to) all other Debt of the Issuer or any Restricted Subsidiary secured by that Lien or (ii) in the case of Liens securing Subordinated Obligations or a Subsidiary Guarantor's Subordinated Obligations, the notes and the related Note Guarantees are secured by a Lien on such property, assets or proceeds that is senior to such Liens.

        Any Lien created for the benefit of the holders of the notes pursuant to this covenant shall be automatically and unconditionally released and discharged upon the release and discharge of each of the Liens described in clauses (i) and (ii) above.

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Limitation on Asset Sales

        The Issuer shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, consummate any Asset Sale unless:

        (a)   the Issuer or the Restricted Subsidiary receives consideration at the time of the Asset Sale at least equal to the Fair Market Value of the Property subject to that Asset Sale;

        (b)   at least 75% of the consideration paid to the Issuer or the Restricted Subsidiary in connection with the Asset Sale is in the form of cash or Cash Equivalents or the assumption by the purchaser of liabilities of the Issuer or any Restricted Subsidiary (other than liabilities that are by their terms subordinated to the notes) as a result of which the Issuer and the Restricted Subsidiaries are no longer obligated with respect to those liabilities; and

        (c)   the Issuer delivers an Officers' Certificate to the trustee certifying that the Asset Sale complies with the foregoing clauses (a) and (b).

        For the purposes of this covenant:

        (1)   securities or other assets received by the Issuer or any Restricted Subsidiary from the transferee that are converted by the Issuer or such Restricted Subsidiary into cash within 180 days after the closing of such Asset Sale shall be considered to be cash to the extent of the cash received in that conversion;

        (2)   any cash consideration paid to the Issuer or the Restricted Subsidiary in connection with the Asset Sale that is held in escrow or on deposit to support indemnification, adjustment of purchase price or similar obligations in respect of such Asset Sale shall be considered to be cash;

        (3)   Productive Assets received by the Issuer or any Restricted Subsidiary in connection with the Asset Sale shall be considered to be cash;

        (4)   the requirement that at least 75% of the consideration paid to the Issuer or the Restricted Subsidiary in connection with the Asset Sale be in the form of cash or Cash Equivalents or assumed liabilities shall also be considered satisfied if the cash or Cash Equivalents received constitutes at least 75% of the consideration received by the Issuer or the Restricted Subsidiary in connection with such Asset Sale, determined on an after-tax basis; and

        (5)   any Designated Non-Cash Consideration received by the Issuer or any Restricted Subsidiary in connection with the Asset Sale having an aggregate Fair Market Value, taken together with all other Designated Non-Cash Consideration received in respect of Asset Sales that is at that time outstanding not to exceed $40 million shall be considered to be cash.

        The Net Available Cash (or any portion thereof) from Asset Sales may be applied by the Issuer or a Restricted Subsidiary, to the extent the Issuer or the Restricted Subsidiary elects (or is required by the terms of any Debt):

        (a)   to Repay secured Debt of the Issuer or a Subsidiary Guarantor (and if the secured Debt being repaid is revolving credit Debt, to correspondingly permanently reduce commitments with respect thereto), or any Debt of a non-Guarantor Restricted Subsidiary (excluding, in any such case, any Debt that is owed to the Issuer or an Affiliate of the Issuer);

        (b)   to Repay other Debt of the Issuer or a Restricted Subsidiary (other than Subordinated Obligations and Debt owed to the Issuer or an Affiliate of the Issuer) so long as the Issuer shall equally and ratably reduce obligations under the notes (i) on a pro rata basis as provided under "—Optional Redemption,"(ii) through open-market purchases (to the extent such purchases are at or above 100% of the principal amount thereof) or (iii) by making an offer (in accordance with the procedures set forth below for a Prepayment Offer) to all holders to purchase their notes at

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100% of the principal amount thereof, plus the amount of accrued but unpaid interest, if any, on the amount of notes that would otherwise be prepaid; or

        (c)   to reinvest in Additional Assets (including by means of an Investment in Additional Assets by a Restricted Subsidiary with Net Available Cash received by the Issuer or another Restricted Subsidiary);

provided, however, that the Net Available Cash (or any portion thereof) from Asset Sales from the Issuer to any Subsidiary must be reinvested in Additional Assets of the Issuer.

        Any Net Available Cash from an Asset Sale not applied in accordance with the preceding paragraph within 365 days from the date of the receipt of that Net Available Cash or that the Issuer earlier elects to so designate shall constitute "Excess Proceeds"; provided, however, that a binding commitment to reinvest in Additional Assets pursuant to clause (b) of the preceding paragraph shall be treated as a permitted application of the Net Available Cash from the date of such commitment; provided that (i) such reinvestment is consummated within 180 days of the end of the 365-day period referred to in this sentence, and (ii) if such reinvestment is not consummated within the period set forth in subclause (i) or such binding commitment is terminated, the Net Available Cash not so applied will be deemed to be Excess Proceeds.

        When the aggregate amount of Excess Proceeds not previously subject to a Prepayment Offer (as defined below) exceeds $35 million (taking into account income earned on those Excess Proceeds, if any), the Issuer will be required to make an offer to purchase (the "Prepayment Offer") the notes, which offer shall be in the amount of the Allocable Excess Proceeds, on a pro rata basis according to principal amount, at a purchase price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to the purchase date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date), in accordance with the procedures (including prorating in the event of oversubscription) set forth in the indenture. To the extent that any portion of the amount of Net Available Cash remains after compliance with the preceding sentence and provided that all holders of notes have been given the opportunity to tender their notes for purchase in accordance with the indenture, the Issuer or such Restricted Subsidiary may use the remaining amount for any purpose permitted by the indenture and the amount of Excess Proceeds will be reset to zero.

        The term "Allocable Excess Proceeds" will mean the product of:

        (a)   the Excess Proceeds, and

        (b)   a fraction,

        (1)   the numerator of which is the aggregate principal amount of the notes outstanding on the date of the Prepayment Offer, and

        (2)   the denominator of which is the sum of the aggregate principal amount of the notes outstanding on the date of the Prepayment Offer and the aggregate principal amount of other Debt of the Issuer outstanding on the date of the Prepayment Offer that is pari passu in right of payment with the notes and subject to terms and conditions in respect of Asset Sales similar in all material respects to the covenant described hereunder and requiring the Issuer to make an offer to purchase that Debt at substantially the same time as the Prepayment Offer.

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        Not later than five Business Days after the Issuer is obligated to make a Prepayment Offer as described in the preceding paragraph, the Issuer shall send, or cause to be sent, a written notice, by first-class mail (or electronic transmission in the case of notes held in book-entry form), to the holders of notes, accompanied by information regarding the Issuer and its Subsidiaries as the Issuer in good faith believes will enable the holders to make an informed decision with respect to that Prepayment Offer. The notice shall state, among other things, the purchase price and the purchase date, which shall be, subject to any contrary requirements of applicable law, a Business Day no earlier than 30 days and no later than 60 days from the date the notice is delivered.

        The Issuer will comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of notes pursuant to the covenant described hereunder. To the extent that the provisions of any securities laws or regulations conflict with provisions of the covenant described hereunder, the Issuer will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the covenant described hereunder by virtue thereof.

Limitation on Restrictions on Distributions from Restricted Subsidiaries

        The Issuer shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist any consensual restriction on the right of any Restricted Subsidiary to:

        (x)   pay dividends, in cash or otherwise, or make any other distributions on or in respect of its Capital Stock, or pay any Debt or other obligation owed, to the Issuer or any other Restricted Subsidiary (it being understood that the priority of any Preferred Stock in receiving dividend or liquidating distributions prior to the dividends or liquidating distributions being paid on common stock shall not be deemed a restriction on the ability to make distributions on Capital Stock),

        (y)   make any loans or advances to the Issuer or any other Restricted Subsidiary (it being understood that the subordination of loans or advances made to the Issuer or any Restricted Subsidiary to other Debt Incurred by the Issuer or any Restricted Subsidiary shall not be deemed a restriction on the ability to make loans or advances), or

        (z)   sell, lease or transfer any of its Property to the Issuer or any other Restricted Subsidiary (it being understood that such transfers shall not include any type of transfer described in clause (x) or (y) above).

        The foregoing limitations will not apply to restrictions:

        (a)   in effect on the Issue Date, including, but not limited to the Credit Agreement,

        (b)   relating to Debt of a Restricted Subsidiary existing at the time it became a Restricted Subsidiary if such restriction was not created in connection with or in anticipation of the transaction or series of transactions pursuant to which that Restricted Subsidiary became a Restricted Subsidiary or was acquired by the Issuer,

        (c)   that result from any amendment, restatement, modification, renewal, supplement, extension, replacement or Refinancing of Debt Incurred pursuant to an agreement referred to in clause (a) or (b) above, in clause (f), (g) or (j) below or this clause (c), provided that the restriction contained in such amendment, restatement, modification, renewal, supplement, extension, replacement or Refinancing is not materially more restrictive (as determined in good faith by the Issuer's Board of Directors in a resolution of the Board of Directors delivered to the trustee), taken as a whole, than the restrictions of the same type contained in the agreements or instruments referred to in clauses (a), (b), (f), (g) or (j) or this clause (c), as applicable,

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        (d)   resulting from the Incurrence of any Permitted Debt described in the second paragraph of the covenant described under "—Limitation on Debt," provided that the restriction is no less favorable to the holders of notes in any material respect (as determined in good faith by the Issuer's Board of Directors in a resolution of the Board of Directors delivered to the trustee) than the restrictions of the same type contained in the indenture, or

        (e)   existing by reason of applicable law, rule, regulation or order; and

        (f)    with respect to clause (z) above only, relating to Debt that is permitted to be Incurred and secured without also securing the notes pursuant to the covenants described under "—Limitation on Debt" and "—Limitation on Liens" that limit the right of the debtor to dispose of the Property securing that Debt,

        (g)   encumbering Property at the time the Property was acquired by the Issuer or any Restricted Subsidiary, so long as the restriction relates solely to the Property so acquired and was not created in connection with or in anticipation of the acquisition,

        (h)   resulting from customary provisions restricting subletting or assignment of leases or customary provisions in other agreements (including, without limitation, intellectual property licenses entered into in the ordinary course of business) that restrict assignment of the agreements or rights thereunder,

        (i)    which are customary restrictions contained in asset sale agreements limiting the transfer of Property pending the closing of the sale,

        (j)    existing by reason of the indenture, the notes offered hereby, the exchange notes, and the Note Guarantees;

        (k)   in respect of any Receivables Subsidiary to the extent set forth in the Accounts Receivable Facility Documents; or

        (l)    which are customary provisions limiting the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, sale-leaseback agreements, stock sale agreements and other similar agreements entered into with the approval of the Issuer's Board of Directors and otherwise permitted under the Indenture, which limitation is applicable only to the assets that are the subject of such agreements.

Limitation on Transactions with Affiliates

        The Issuer shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, conduct any business or enter into or suffer to exist any transaction or series of transactions (including the purchase, sale, transfer, assignment, lease, conveyance or exchange of any Property or the rendering of any service) with, or for the benefit of, any Affiliate of the Issuer (an "Affiliate Transaction"), unless:

        (a)   the terms of such Affiliate Transaction are materially no less favorable to the Issuer or that Restricted Subsidiary, as the case may be, taken as a whole, than those that could be obtained in a comparable arm's-length transaction with a Person that is not an Affiliate of the Issuer, and

        (b)   (i) if the Affiliate Transaction involves aggregate payments or value in excess of $10 million, the Board of Directors (including a majority of the disinterested members of the Board of Directors) approves the Affiliate Transaction and, in its good faith judgment, believes that the Affiliate Transaction complies with clause (a) of this paragraph as evidenced by a resolution of the Board of Directors promptly delivered to the trustee and (ii) if the Affiliate Transaction involves aggregate payments or value in excess of $25 million, the Company delivers to the trustee an opinion to the effect that such Affiliate Transaction is fair to the Company or such

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Restricted Subsidiary from a financial point of view issued by an investment banking firm or advisory firm of national standing or nationally recognize accounting firm or appraisal firm.

        Notwithstanding the foregoing limitation, the Issuer or any Restricted Subsidiary may enter into or suffer to exist the following:

        (a)   any transaction or series of transactions between the Issuer and one or more Restricted Subsidiaries or between two or more Restricted Subsidiaries;

        (b)   any Restricted Payment permitted to be made pursuant to the covenant described under "—Limitation on Restricted Payments" or any Permitted Investment;

        (c)   any reasonable or customary employment, consulting, service, severance, termination agreement, employee benefit plan, compensation arrangement, indemnification arrangement, or any similar arrangement entered into by the Issuer or a Restricted Subsidiary with a current or former director, officer or employee of the Issuer or a Restricted Subsidiary and payments related thereto; or any issuance of securities, or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreements and other compensation arrangements, options to purchase Capital Stock of the Issuer, restricted stock plans, restricted stock unit plans, long-term incentive plans, stock appreciation rights plans, participation plans or similar employee benefits plans and/or indemnity provided on behalf of directors, officers and employees of the Issuer or a Restricted Subsidiary approved by the Board of Directors of the Issuer;

        (d)   (i) reimbursement of employee travel and lodging costs and other business expenses incurred in the ordinary course of business and (ii) loans and advances to employees made in the ordinary course of business in compliance with applicable laws and consistent with the past practices of the Issuer or that Restricted Subsidiary, as the case may be, provided that those loans and advances do not exceed $5 million in the aggregate at any one time outstanding;

        (e)   any issuance of shares of Capital Stock (other than Disqualified Stock) of the Issuer;

        (f)    any agreement as in effect on the Issue Date or any amendment, modification, supplement, extension or renewal thereto (so long as such amendment, modification, supplement, extension or renewal is not materially adverse to the interests of the holders of the notes) or any transaction contemplated thereby;

        (g)   any agreement between any Person and an Affiliate of such Person existing at the time such Person is acquired by or merged or consolidated with or into the Issuer or a Restricted Subsidiary, as such agreement may be amended, modified, supplemented, extended or renewed from time to time; provided that such agreement was not entered into contemplation of such acquisition, merger or consolidation, and so long as any such amendment, modification, supplement, extension or renewal, when taken as a whole, is not materially more disadvantageous to the holders, in the reasonable determination of an Officer of the Issuer than the applicable agreement as in effect on the date of such acquisition, merger or consolidation;

        (h)   transactions with customers, clients, suppliers, joint venture partners or purchasers or sellers of goods or services, in each case in the ordinary course of the business of the Issuer and its Restricted Subsidiaries and otherwise in compliance with the terms of the indenture; provided that in the reasonable determination of an Officer of the Issuer, such transactions are on terms that are not materially less favorable, when taken as a whole, to the Issuer or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Issuer or such Restricted Subsidiary with an unrelated Person;

        (i)    transactions in which the Issuer or any Restricted Subsidiary delivers to the trustee a letter or opinion from an Independent Financial Advisor stating that such transaction is fair to the

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Issuer or such Restricted Subsidiary from a financial point of view or stating that the terms are not materially less favorable, when taken as a whole, than those that might reasonably have been obtained by the Issuer or such Restricted Subsidiary in a comparable transaction at such time on an arms-length basis from a Person that is not an Affiliate;

        (j)    the Transactions and the payment of all fees and expenses related to the Transactions; and

        (k)   transactions in connection with an Accounts Receivable Facility.

Limitation on Sale and Leaseback Transactions

        The Issuer shall not, and shall not permit any Restricted Subsidiary to, enter into any Sale and Leaseback Transaction with respect to any Property unless:

        (a)   the Issuer or that Restricted Subsidiary would be entitled to:

        (1)   Incur Debt in an amount equal to the Attributable Debt with respect to that Sale and Leaseback Transaction pursuant to the covenant described under "—Limitation on Debt," and

        (2)   create a Lien on the Property securing that Attributable Debt without also securing the notes pursuant to the covenant described under "—Limitation on Liens," and

        (b)   the Sale and Leaseback Transaction is effected in compliance with the covenant described under "—Limitation on Asset Sales" after treating all the consideration received in such Sale and Leaseback Transaction as Net Available Proceeds of such covenant.

Designation of Restricted and Unrestricted Subsidiaries

        The Board of Directors may designate any Restricted Subsidiary or other Subsidiary of the Issuer to be an Unrestricted Subsidiary if:

        (a)   the Subsidiary to be so designated does not own any Capital Stock or Debt of, or own or hold any Lien on any Property of, the Issuer or any other Restricted Subsidiary,

        (b)   immediately before and after such designation, no Event of Default shall have occurred and be continuing, and

        (c)   any of the following:

        (1)   the Subsidiary to be so designated has total assets of $10,000 or less,

        (2)   if the Subsidiary has consolidated assets greater than $10,000, then the designation would be permitted under the covenant entitled "—Limitation on Restricted Payments," or

        (3)   the designation is effective immediately upon the entity becoming a Subsidiary of the Issuer (as designated by the Board of Directors in the manner provided below).

        Unless so designated as an Unrestricted Subsidiary, any Person that becomes a Subsidiary of the Issuer will be classified as a Restricted Subsidiary; provided, however, that the Subsidiary shall not be designated a Restricted Subsidiary and shall be automatically classified as an Unrestricted Subsidiary if either of the requirements set forth in clauses (x) and (y) of the second immediately following paragraph will not be satisfied after giving pro forma effect to the classification as a Restricted Subsidiary or if the Person is a Subsidiary of an Unrestricted Subsidiary.

        Except as provided in the first sentence of the first paragraph of this covenant, no Restricted Subsidiary may be redesignated as an Unrestricted Subsidiary. In addition, neither the Issuer nor any Restricted Subsidiary shall at any time be directly or indirectly liable for any Debt that provides that

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the holder thereof may (with the passage of time or notice or both) declare a default thereon or cause the payment thereof to be accelerated or payable prior to its Stated Maturity upon the occurrence of a default with respect to any Debt, Lien or other obligation of any Unrestricted Subsidiary in existence and classified as an Unrestricted Subsidiary at the time the Issuer or the Restricted Subsidiary is liable for that Debt (including any right to take enforcement action against that Unrestricted Subsidiary).

        The Board of Directors may designate any Unrestricted Subsidiary to be a Restricted Subsidiary if, immediately after giving pro forma effect to the designation,

        (x)   the Issuer could Incur at least $1.00 of additional Debt pursuant to clause (1) of the first paragraph of the covenant described under "—Limitation on Debt," and

        (y)   no Default or Event of Default shall have occurred and be continuing or would result therefrom.

        Any designation or redesignation of this kind by the Board of Directors will be evidenced to the trustee by filing with the trustee a resolution of the Board of Directors giving effect to the designation or redesignation and an Officers' Certificate that:

        (a)   certifies that the designation or redesignation complies with the foregoing provisions, and

        (b)   gives the effective date of the designation or redesignation, and the filing with the trustee to occur after the end of the fiscal quarter of the Issuer in which the designation or redesignation is made within the time period for which reports are required to be provided under "—Reports."

Additional Note Guarantees

        The Issuer will not permit any of its Restricted Subsidiaries that is a Wholly Owned Subsidiary (and any U.S. Subsidiary that is a non-Wholly Owned Subsidiary if such non-Wholly Owned Subsidiary guarantees other capital markets debt securities of a Guarantor), other than the Guarantors, to guarantee the payment of any Debt of the Company or any other Guarantor incurred under a Credit Facility or other capital markets debt securities (other than Debt payable to the Company or Restricted Subsidiary) unless:

        (1)   such Restricted Subsidiary within 30 days executes and delivers a supplemental indenture to the indenture providing for a Guarantee by such Restricted Subsidiary, except that with respect to a guarantee of Debt of the Issuer or any Guarantor:

        (a)   if the Notes or such Guarantor's Guarantee are subordinated in right of payment to such Debt, the Guarantee under the supplemental indenture shall be subordinated to such Restricted Subsidiary's guarantee with respect to such Debt substantially to the same extent as the notes are subordinated to such Debt; and

        (b)   if such Debt is by its express terms subordinated in right of payment to the notes or such Guarantor's Guarantee, any such guarantee by such Restricted Subsidiary with respect to such Debt shall be subordinated in right of payment to such Guarantee substantially to the same extent as such Debt is subordinated to the notes;

        (2)   such Restricted Subsidiary waives and will not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Guarantee; and

        (3)   such Restricted Subsidiary shall deliver to the trustee an Opinion of Counsel stating that:

        (a)   such Guarantee has been duly executed and authorized; and

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        (b)   such Guarantee constitutes a valid, binding and enforceable obligation of such Restricted Subsidiary, except insofar as enforcement thereof may be limited by bankruptcy, insolvency or similar laws (including all laws relating to fraudulent transfers) and except insofar as enforcement thereof is subject to general principals of equity;

provided that this covenant shall not be applicable to any guarantee of any Restricted Subsidiary that existed on the Issue Date or at the time such Person became a Restricted Subsidiary and was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary; provided, further, that no Receivables Subsidiary will be required to become a Guarantor at any time. Each Guarantee shall be released in accordance with the provisions of the indenture described under "Note Guarantees."

Merger, Consolidation and Sale of Property

The Issuer

        The Issuer shall not merge, consolidate or amalgamate with or into any other Person or sell, transfer, assign, lease, convey or otherwise dispose of all or substantially all its Property in any one transaction or series of transactions unless:

        (a)   the Issuer shall be the surviving Person (the "Surviving Person") or the Surviving Person (if other than Issuer) formed by that merger, consolidation or amalgamation or to which that sale, transfer, assignment, lease, conveyance or disposition is made shall be a corporation organized and existing under the laws of the United States of America, any State thereof or the District of Columbia;

        (b)   the Surviving Person (if other than the Issuer) expressly assumes, by supplemental indenture executed and delivered to the trustee by that Surviving Person, in the case of a Surviving Person formed by the merger, consolidation or amalgamation with the Issuer or to which the sale, transfer, assignment, lease, conveyance or disposition is with respect to all or substantially all of the Property of the Issuer, the due and punctual payment of the principal of, and premium, if any, and interest on, all the notes, according to their tenor, and the due and punctual performance and observance of all the covenants and conditions of the indenture to be performed by the Issuer;

        (c)   in the case of a sale, transfer, assignment, lease, conveyance or other disposition of all or substantially all the Property of the Issuer that Property shall have been transferred as an entirety or virtually as an entirety to one Person;

        (d)   immediately before and after giving effect to that transaction or series of transactions on a pro forma basis (and treating, for purposes of this clause (d) and clause (e) below, any Debt that becomes, or is anticipated to become, an obligation of the Surviving Person or any Restricted Subsidiary as a result of that transaction or series of transactions as having been Incurred by the Surviving Person or the Restricted Subsidiary at the time of that transaction or series of transactions), no Default or Event of Default shall have occurred and be continuing;

        (e)   immediately after giving effect to that transaction or series of transactions on a pro forma basis, the Issuer or the Surviving Person (if the Surviving Person was previously the Issuer), as the case may be, (i) would be able to Incur at least $1.00 of additional Debt under clause (1) of the first paragraph of the covenant described under "—Limitation on Debt" or (ii) the Consolidated Fixed Charges Coverage Ratio of the Issuer or the Surviving Person (if the Surviving Person was previously the Issuer), as applicable, would be greater than or equal to such ratio immediately prior to such transaction, provided, however, that this clause (e) shall not be applicable to the Issuer merging, consolidating or amalgamating with or into an Affiliate incorporated solely for the purpose of reincorporating the Issuer in a State of the United States so long as the amount of Debt of the Issuer and the Restricted Subsidiaries is not increased thereby; and

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        (f)    the Issuer, shall deliver, or cause to be delivered, to the trustee, in form and substance reasonably satisfactory to the trustee, an Officers' Certificate and an Opinion of Counsel, each stating that the transaction and the supplemental indenture, if any, in respect thereto comply with this covenant and that all conditions precedent herein provided for relating to the transaction have been satisfied.

        The Surviving Person shall succeed to, and be substituted for, and may exercise every right and power of the Issuer under the indenture, but the predecessor Issuer in the case of:

        (a)   a sale, transfer, assignment, conveyance or other disposition (unless that sale, transfer, assignment, conveyance or other disposition is of all the assets of the Issuer as an entirety or virtually as an entirety), or

        (b)   a lease,

shall not be released from any obligation to pay the principal of, premium, if any, and interest on, the notes, in the case of the Issuer.

Parent Guarantor

        Parent Guarantor shall not merge, consolidate or amalgamate with or into any other Person or sell, transfer, assign, lease, convey or otherwise dispose of all or substantially all its Property in any one transaction or series of transactions unless:

        (a)   Parent Guarantor shall be the surviving Person or the Surviving Parent (if other than Parent Guarantor) formed by that merger, consolidation or amalgamation or to which that sale, transfer, assignment, lease, conveyance or disposition is made shall be a corporation organized and existing under the laws of the United States of America, any State thereof or the District of Columbia (each such Person being herein called the "Surviving Parent");

        (b)   the Surviving Parent (if other than Parent Guarantor) expressly assumes, by supplemental indenture executed and delivered to the trustee by that Surviving Parent, in the case of a Surviving Parent formed by the merger, consolidation or amalgamation with Parent Guarantor or to which the sale, transfer, assignment, lease, conveyance or disposition is with respect to all or substantially all of the Property of Parent Guarantor, the due and punctual payment of the principal of, and premium, if any, and interest on, all the notes, according to their tenor, and the due and punctual performance and observance of all the covenants and conditions of the indenture to be performed by Parent Guarantor;

        (c)   in the case of a sale, transfer, assignment, lease, conveyance or other disposition of all or substantially all the Property of Parent Guarantor that Property shall have been transferred as an entirety or virtually as an entirety to one Person;

        (d)   immediately before and after giving effect to that transaction or series of transactions on a pro forma basis, no Default or Event of Default shall have occurred and be continuing; and

        (e)   Parent Guarantor, shall deliver, or cause to be delivered, to the trustee, in form and substance reasonably satisfactory to the trustee, an Officers' Certificate and an Opinion of Counsel, each stating that the transaction and the supplemental indenture, if any, in respect thereto comply with this covenant and that all conditions precedent herein provided for relating to the transaction have been satisfied.

        The Surviving Parent shall succeed to, and be substituted for, and may exercise every right and power of Parent Guarantor under the indenture.

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Subsidiary Guarantors

        No Subsidiary Guarantor may:

        (a)   merge, consolidate or amalgamate with or into any other Person, or

        (b)   sell, transfer, assign, lease, convey or otherwise dispose of all or substantially all its Property in any one transaction or series of transactions, or

        (c)   permit any Person to merge, consolidate or amalgamate with or into the Subsidiary Guarantor unless:

          (i)  the other Person is the Issuer or any Restricted Subsidiary that is a Subsidiary Guarantor or becomes a Subsidiary Guarantor concurrently with the transaction; or

         (ii)  (1) either (x) the Subsidiary Guarantor is the continuing Person or (y) the resulting, surviving or transferee Person expressly assumes by supplemental indenture all of the obligations of the Subsidiary Guarantor under its Note Guarantee; and

        (2)   immediately after giving effect to the transaction, no Default has occurred and is continuing; or

        (iii)  the transaction constitutes a sale or other disposition (including by way of consolidation or merger) of the Subsidiary Guarantor or the sale or disposition of all or substantially all the Property of the Subsidiary Guarantor (in each case other than to the Issuer or a Restricted Subsidiary) otherwise permitted by the indenture.

Conduct of Business of Receivables Subsidiaries

        Notwithstanding anything to the contrary contained herein, the Issuer will not permit any Receivables Subsidiary to engage in any business activities (including, but not limited to, making acquisitions or Investments) or incur or assume any liabilities other than, in each case, solely in connection with the transactions contemplated by the Accounts Receivable Facility Documents.

Reports

        Whether or not required by the rules and regulations of the SEC, so long as any notes are outstanding, the Issuer will furnish to the holders of notes or cause the trustee to furnish to the holders of notes, within the time periods specified in the SEC's rules and regulations for non-accelerated filers:

        (1)   all quarterly and annual reports that would be required to be filed with the SEC on Forms 10-Q and 10-K if the Issuer were required to file such reports; and

        (2)   all current reports required to be filed with the SEC on Form 8-K if the Issuer were required to file such reports;

provided that the electronic filing of the foregoing reports by the Issuer on the SEC's EDGAR system (or any successor system) shall be deemed to satisfy the Issuer's delivery obligations to the trustee and any holder of notes, it being understood that the trustee shall have no responsibility to determine whether any reports have been filed on the SEC's EDGAR system (or any successor system).

        All such reports will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports. Each annual report on Form 10-K will include a report on the Issuer's consolidated financial statements by the Issuer's certified independent accountants. In addition, the Issuer will file a copy of each of the reports referred to in clauses (1) and (2) above with the SEC for public availability within the time periods specified in the rules and regulations applicable to such reports (unless the SEC will not accept such a filing) and will post the reports on its website within those time periods.

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        If, at any time, the Issuer is no longer subject to the periodic reporting requirements of the Exchange Act for any reason, the Issuer will nevertheless continue filing the reports specified in the preceding paragraphs of this covenant with the SEC within the time periods specified above unless the SEC will not accept such a filing. The Issuer will not take any action reasonably expected to cause the SEC not to accept any such filings. If, notwithstanding the foregoing, the SEC will not accept the Issuer's filings for any reason, the Issuer will post the reports referred to in the preceding paragraphs on its website within the time periods that would apply if the Issuer were required to file those reports with the SEC.

        If the Issuer has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by the preceding paragraphs will include a presentation, either on the face of the financial statements or in the footnotes thereto, and in "Management's Discussion and Analysis of Financial Condition and Results of Operations", of the financial condition and results of operations of the Issuer and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Issuer. In addition, the Issuer agrees that, if at any time it is not required to file with the SEC the reports required by the preceding paragraphs, it will furnish to the holders of notes and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

        To the extent any information is not provided within the time periods specified in this section "—Reports" and such information is subsequently provided, the Issuer will be deemed to have satisfied its obligations with respect thereto at such time and any Default with respect thereto shall be deemed to have been cured.

        The Issuer will be deemed to have furnished such reports to the trustee and the holders of the notes if any direct or indirect parent of the Issuer (including Parent Guarantor) has filed such reports (including reports filed by the Parent Guarantor's independent accountants) with the SEC using the EDGAR filing system (or any successor thereto) and such reports are publicly available. The trustee shall not be obligated to monitor or confirm, on a continuing basis or otherwise, the Issuer's, any Guarantor's or any other Person's compliance with the covenants described herein or with respect to any reports or other documents filed under the indenture.

Events of Default

        Events of Default in respect of the notes include:

        (1)   failure to make the payment of any interest on the notes when the same becomes due and payable, and that failure continues for a period of 30 days;

        (2)   failure to make the payment of any principal of, or premium, if any, on, any of the notes when the same becomes due and payable at its Stated Maturity, upon acceleration, redemption, optional redemption, required repurchase or otherwise;

        (3)   failure to comply with the covenant described under "—Certain Covenants—Merger, Consolidation and Sale of Property";

        (4)   failure to comply with any other covenant or agreement in the notes or in the indenture (other than a failure that is the subject of the foregoing clause (1), (2) or (3)) and such failure continues for 60 days after written notice is given to the Issuer as provided below;

        (5)   a default under any Debt by the Issuer or any Restricted Subsidiary that results in acceleration of the maturity of that Debt, or failure to pay any Debt at maturity, in an aggregate amount greater than $30 million or its foreign currency equivalent at the time (the "cross acceleration provisions");

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        (6)   any judgment or judgments for the payment of money in an aggregate amount in excess of $30 million (or its foreign currency equivalent at the time) (net of amounts covered by insurance or bonded) that shall be rendered against Parent Guarantor, the Issuer or any Restricted Subsidiary and that shall not be waived, satisfied, annulled, discharged or rescinded for any period of 60 consecutive days during which a stay of enforcement shall not be in effect (the "judgment default provisions");

        (7)   specified events involving bankruptcy, insolvency or reorganization of Parent Guarantor, the Issuer or any Significant Subsidiary (the "bankruptcy provisions"); and

        (8)   any Note Guarantee ceases to be in full force and effect, other than in accordance with the terms of the indenture, or Parent Guarantor or a Subsidiary Guarantor denies or disaffirms its obligations under its Note Guarantee (the "note guarantee provisions").

        A Default under clause (4) is not an Event of Default until the trustee or the holders of not less than 25% in aggregate principal amount of the notes then outstanding notify the Issuer of the Default and the Issuer does not cure that Default within the time specified after receipt of the notice. The notice must specify the Default, demand that it be remedied and state that the notice is a "Notice of Default."

        The Issuer shall deliver to the trustee, within 30 days after the occurrence thereof, written notice in the form of an Officers' Certificate of any event that with the giving of notice and the lapse of time would become an Event of Default, its status and what action the Issuer is taking or proposes to take with respect thereto.

        If an Event of Default with respect to the notes (other than an Event of Default resulting from particular events involving bankruptcy, insolvency or reorganization with respect to the Issuer) shall have occurred and be continuing, the trustee or the registered holders of not less than 25% in aggregate principal amount of notes then outstanding may declare to be immediately due and payable the principal amount of all the notes then outstanding, plus accrued but unpaid interest to the date of acceleration. In case an Event of Default resulting from events of bankruptcy, insolvency or reorganization with respect to the Issuer shall occur, the amount with respect to all the notes shall be due and payable immediately without any declaration or other act on the part of the trustee or the holders of the notes. After any such acceleration, but before a judgment or decree based on acceleration is obtained by the trustee, the registered holders of a majority in aggregate principal amount of the notes then outstanding may, under some circumstances, rescind and annul the acceleration if all Events of Default, other than the nonpayment of accelerated principal, premium or interest, have been cured or waived as provided in the indenture.

        Subject to the provisions of the indenture relating to the duties of the trustee, in case an Event of Default shall occur and be continuing, the trustee will be under no obligation to exercise any of its rights or powers under the indenture at the request or direction of any of the holders of the notes, unless the holders shall have offered to the trustee reasonable indemnity satisfactory to it. Subject to the provisions for the indemnification of the trustee, the holders of a majority in aggregate principal amount of the notes then outstanding will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the trustee or exercising any trust or power conferred on the trustee with respect to the notes.

        No holder of notes will have any right to institute any proceeding with respect to the indenture, or for the appointment of a receiver or trustee, or for any remedy thereunder, unless:

        (a)   that holder has previously given to the trustee written notice of a continuing Event of Default,

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        (b)   the registered holders of at least 25% in aggregate principal amount of the notes then outstanding have made written request and offered indemnity reasonably satisfactory to the trustee to institute the proceeding as trustee, and

        (c)   the trustee shall not have received from the registered holders of a majority in aggregate principal amount of the notes then outstanding a direction inconsistent with that request and shall have failed to institute the proceeding within 60 days.

        However, these limitations do not apply to a suit instituted by a holder of any note for enforcement of payment of the principal of, and premium, if any, or interest on, that note on or after the respective due dates expressed in that note. The trustee shall not be deemed to have notice of any Default or Event of Default unless an officer of the trustee having direct responsibility for the administration of the indenture has received written notice of any such event and such notice references the notes and the indenture.

Amendments and Waivers

        Subject to some exceptions, the indenture may be amended with the consent of the registered holders of a majority in aggregate principal amount of the notes then outstanding (including consents obtained in connection with a tender offer or exchange offer for the notes) and any past default or compliance with any provisions may also be waived with the consent of the registered holders of a majority in aggregate principal amount of the notes then outstanding (including waivers obtained in connection with a tender offer or exchange offer for the notes), except a Default in the payment of principal, premium, if any, or interest and particular covenants and provisions of the indenture which cannot be amended without the consent of each holder of an outstanding note. However, without the consent of each holder of an outstanding note adversely affected thereby, no amendment may, among other things,

        (1)   reduce the amount of notes whose holders must consent to an amendment or waiver,

        (2)   reduce the rate of or extend the time for payment of interest on any note,

        (3)   reduce the principal of or extend the Stated Maturity of any note,

        (4)   make any note payable in money other than U.S. Dollars,

        (5)   impair the right of any holder of the notes to receive payment of principal of and interest on that holder's notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to that holder's notes,

        (6)   subordinate the notes to any other obligation of the Issuer or any Guarantor,

        (7)   reduce the premium payable upon the redemption of any note or change the time at which any note may be redeemed, as described under "—Optional Redemption,"

        (8)   reduce the premium payable upon a Change of Control or, at any time after a Change of Control has occurred, change the time at which the Change of Control Offer relating thereto must be made or at which the notes must be repurchased pursuant to that Change of Control Offer,

        (9)   at any time after the Issuer is obligated to make a Prepayment Offer with the Excess Proceeds from Asset Sales, change the time at which the Prepayment Offer must be made or at which the notes must be repurchased pursuant thereto, or

        (10) release any Guarantor from any of its obligations under its Note Guarantee or the indenture, except in accordance with the terms of the indenture.

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        Without the consent of any holder of the notes, the Issuer and the trustee may amend the indenture to:

        (1)   cure any ambiguity, omission, defect, mistake or inconsistency,

        (2)   provide for the assumption by a successor of the obligations of the Issuer or any Guarantor under the indenture,

        (3)   provide for uncertificated notes in addition to or in place of certificated notes, provided that the uncertificated notes are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated notes are described in Section 163(f)(2)(B) of the Code,

        (4)   add Guarantees with respect to the notes or release Guarantors from their Note Guarantees as provided by the terms of the indenture or the Note Guarantees,

        (5)   secure the notes (and, thereafter, provide releases of collateral in accordance with the security documents entered into in connection therewith), add to the covenants of the Issuer for the benefit of the holders of the notes or surrender any right or power conferred upon the Issuer,

        (6)   make any change that does not adversely affect the rights of any holder of the notes,

        (7)   comply with any requirements of the SEC in connection with qualifying, or maintaining the qualification of, the indenture under the Trust Indenture Act of 1939, as amended,

        (8)   provide for the issuance of additional notes in accordance with the indenture,

        (9)   provide for the issuance of exchange securities that shall have terms substantially identical in all respects to the notes (except that the transfer restrictions contained in the notes shall be modified or eliminated as appropriate) and which shall be treated, together with any outstanding notes, as a single class of securities;

        (10) provide for the appointment of a successor trustee; provided that the successor trustee is otherwise qualified and eligible to act as such under the terms of the indenture; or

        (11) conform any provisions to this "Description of Notes" as evidenced in an Officers' Certificate.

        The consent of the holders of the notes is not necessary to approve the particular form of any proposed amendment. It is sufficient if such consent approves the substance of the proposed amendment. After an amendment becomes effective, the Issuer is required to deliver to each registered holder of the notes at the holder's address appearing in the security register a notice briefly describing the amendment. However, the failure to give this notice to all holders of the notes, or any defect therein, will not impair or affect the validity of the amendment. In connection with any modification, amendment or supplement, we will deliver to the trustee an Opinion of Counsel and an Officers' Certificate upon which the trustee may conclusively rely, each stating that such modification, amendment or supplement complies with the applicable provisions of the indenture and such modification, amendment or supplement is the legal, valid and binding obligation of the Issuer enforceable against it in accordance with its terms.

Defeasance and Discharge

        The Issuer may discharge its obligations under the notes and the indenture by irrevocably depositing in trust with the trustee money or Government Obligations sufficient to pay principal of and interest on the notes to maturity or redemption within one year, subject to meeting certain other conditions.

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        The Issuer at any time may also terminate all of the Issuer's obligations under the notes and the indenture ("legal defeasance"), except for particular obligations, including those respecting the defeasance trust and obligations to register the transfer or exchange of the notes, to replace mutilated, destroyed, lost or stolen notes and to maintain a registrar and paying agent in respect of the notes. The Issuer at any time may terminate:

        (1)   the Issuer's obligations under the covenants described under "—Repurchase at the Option of Holders Upon a Change of Control" and "—Certain Covenants" above,

        (2)   the operation of the cross acceleration provisions, the judgment default provisions, the bankruptcy provisions with respect to Significant Subsidiaries and the note guarantee provisions, described under "—Events of Default" above, and

        (3)   the limitations contained in clause (e) under the first paragraph of "—Certain Covenants—Merger, Consolidation and Sale of Property" above ("covenant defeasance").

        The Issuer may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option.

        If the Issuer exercises its legal defeasance option, payment of the notes may not be accelerated because of an Event of Default with respect thereto. If the Issuer exercises its covenant defeasance option, payment of the notes may not be accelerated because of an Event of Default specified in clause (4) (with respect to the covenants described under "—Certain Covenants"), (5), (6), (7) (with respect only to Significant Subsidiaries) or (8) under "—Events of Default" above or because of the failure of the Issuer to comply with clause (e) under the first paragraph of "—Merger, Consolidation and Sale of Property" above. The legal defeasance option or the covenant defeasance option may be exercised only if:

        (a)   the Issuer irrevocably deposits in trust with the trustee money in U.S. Dollars or U.S. dollar-denominated Government Obligations for the payment of principal of and interest (including premium, if any) on the notes to maturity or redemption;

        (b)   the Issuer delivers to the trustee a certificate of a nationally recognized accounting firm expressing their opinion that the payments of principal and interest when due and without reinvestment on the deposited Government Obligations plus any deposited money without investment will provide cash at the times and in amounts as will be sufficient to pay principal and interest (including premium, if any) when due on all the notes to maturity or redemption, as the case may be;

        (c)   no Default or Event of Default has occurred and is continuing on the date of the deposit and after giving effect thereto;

        (d)   the deposit does not constitute a default under any other agreement or instrument binding on the Issuer;

        (e)   the Issuer delivers to the trustee an Opinion of Counsel to the effect that the trust resulting from the deposit does not constitute, or is qualified as, a regulated investment company under the Investment Company Act of 1940;

        (f)    in the case of the legal defeasance option, the Issuer delivers to the trustee an Opinion of Counsel stating that:

        (1)   the Issuer has received from the Internal Revenue Service a ruling, or

        (2)   since the date of the indenture there has been a change in the applicable federal income tax law,

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to the effect, in either case, that, and based thereon the Opinion of Counsel shall confirm that, the holders of the notes will not recognize income, gain or loss for federal income tax purposes as a result of the defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if the defeasance had not occurred;

        (g)   in the case of the covenant defeasance option, the Issuer delivers to the trustee an Opinion of Counsel to the effect that the holders of the notes will not recognize income; gain or loss for federal income tax purposes as a result of that covenant defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if that covenant defeasance had not occurred; and

        (h)   the Issuer delivers to the trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge of the notes have been complied with as required by the indenture.

        In the case of either discharge or defeasance, the Note Guarantees, if any, will terminate.

Governing Law

        The indenture is, and the notes will be, governed by the internal laws of the State of New York.

The Trustee

        HSBC Bank USA, National Association is the trustee under the indenture and has been appointed by the Issuer as registrar and paying agent with regard to the notes. HSBC Bank USA, National Association has also been appointed by the Issuer as exchange agent with regard to the notes.

        Except during the continuance of an Event of Default, the trustee will perform only the duties as are specifically set forth in the indenture and no implied covenants or obligations shall be read into the indenture against the trustee, where duties and obligations shall be determined solely by the express provisions of the indenture. During the existence of an Event of Default, the trustee will exercise the rights and powers vested in it under the indenture and use the same degree of care and skill in its exercise as a prudent person would exercise under the circumstances in the conduct of that person's own affairs.

Definitions

        Set forth below is a summary of defined terms from the indenture that are used in this "Description of Notes." Reference is made to the indenture for the full definition of all such terms as well as any other capitalized terms used herein for which no definition is provided. Unless the context otherwise requires, an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP.

        "Accounts Receivable Facilities" means the transactions contemplated by the Accounts Receivable Facility Documents pursuant to which the Designated Notes Parties sell Time Share Receivables to a Receivables Subsidiary for resale by such Receivables Subsidiary as part of a customary asset securitization or similar financing transaction involving Time Share Receivables, the obligations of which are non-recourse (except for customary representations, warranties, covenants and indemnities made in connection with such facilities) to the Issuer and its Subsidiaries (other than a Receivables Subsidiary) and as to which neither the Issuer nor any of its Subsidiaries (other than a Receivables Subsidiary) provides credit support of any kind.

        "Accounts Receivable Facility Documents" means the pooling and servicing agreement, the receivables purchase agreement and each of the other documents and agreements entered into in

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connection with an Accounts Receivable Facility, as amended, supplemented, modified, extended, renewed, restated or refunded from time to time.

        "Acquisition" means the purchase or acquisition (whether in one or a series of related transactions) by any Person of (a) more than fifty percent (50%) of the Capital Stock with ordinary voting power of another Person or (b) all or substantially all of the Property (other than Capital Stock) of another Person or division or line of business or business unit of another Person, whether or not involving a merger or consolidation with such Person.

        "Acquired Debt" means Debt (1) of a Person or any of its Subsidiaries existing at the time such Person becomes a Restricted Subsidiary, (2) assumed in connection with the acquisition of assets from such Person, whether or not Incurred by such Person in connection with such Person becoming a Restricted Subsidiary of the Company or such acquisition or (3) of a Person at the time such Person merges or amalgamates with or into or consolidates or otherwise combines with the Issuer or any Restricted Subsidiary. Acquired Indebtedness shall be deemed to have been Incurred, with respect to clause (1) of the preceding sentence, on the date such Person becomes a Restricted Subsidiary and, with respect to clause (2) of the preceding sentence, on the date of consummation of such acquisition of assets and, with respect to clause (3) of the preceding sentence, on the date of the relevant merger, amalgamation, consolidation or other combination

        "Additional Assets" means:

        (a)   any Property (other than cash, cash equivalents, securities and inventory), including any improvements thereto through capital expenditures or otherwise, to be used, or that is useful, in a Permitted Business;

        (b)   Capital Stock of (i) a Person that becomes a Restricted Subsidiary as a result of the acquisition of that Capital Stock by the Issuer or another Restricted Subsidiary from any Person other than the Issuer or an Affiliate of the Issuer or (ii) any Person that at such time is a Restricted Subsidiary; provided, however, that, in the case of this clause (b), the Restricted Subsidiary is primarily engaged in a Permitted Business; or

        (c)   all or substantially all of the assets of a Permitted Business.

        "Affiliate" of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with that specified Person. For the purposes of this definition, "control" when used with respect to any Person means the power to direct the management and policies of that Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms "controlling" and "controlled" have meanings correlative to the foregoing.

        "Applicable Premium" means, with respect to any note on any redemption date, the greater of:

        (a)   1.0% of the principal amount of such note; and

        (b)   the excess, if any, of (i) the present value on such redemption date of (A) the redemption price of such note on April 15, 2018 (such redemption price being that described in "—Optional Redemption" above, plus (B) all required remaining scheduled interest payments due on such note through April 15, 2018 computed using a discount rate equal to the Treasury Rate plus 50 basis points over (ii) the principal amount of such note.

        "Approved Bank" means (a) any lender under the Credit Agreement, (b) any United States domestic commercial bank of recognized standing having capital and surplus in excess of $500,000,000 or (c) any bank (or parent thereof) whose short-term commercial paper rating from S&P is at least A-2 or the equivalent thereof or from Moody's is at least P-2 or the equivalent thereof.

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        "Asset Sale" means any direct or indirect sale, lease (other than operating lease entered into in the ordinary course of business), transfer, issuance or other disposition (or series of related sales, leases, transfers, issuances or dispositions that are part of a common plan) by the Issuer or any Restricted Subsidiary, including any disposition by means of a merger, consolidation or similar transaction (each referred to for the purposes of this definition as a "disposition"), of

        (a)   any shares of Capital Stock of a Restricted Subsidiary (other than directors' qualifying shares),

        (b)   all or substantially all the assets of any division or line of business of the Issuer or any Restricted Subsidiary, or

        (c)   any other Property of the Issuer or any Restricted Subsidiary outside of the ordinary course of business of the Issuer or such Restricted Subsidiary,

other than, in the case of clause (a), (b) or (c) above,

        (1)   any disposition by a Restricted Subsidiary to the Issuer or by the Issuer or a Restricted Subsidiary to a Restricted Subsidiary,

        (2)   any disposition that constitutes a Permitted Investment or Restricted Payment permitted by the covenant described under "—Certain Covenants—Limitation on Restricted Payments,"

        (3)   any disposition effected in compliance with the first paragraph of the covenant described under "—Certain Covenants—Merger, Consolidation and Sale of Property—The Issuer,"

        (4)   any disposition that does not (together with all related dispositions) involve assets having a Fair Market Value or consideration in excess of $7.5 million;

        (5)   any disposition of Cash Equivalents in the ordinary course of business;

        (6)   the creation or Incurrence of a Permitted Lien or any other Lien created or Incurred in compliance with the covenant described under "—Certain Covenants—Limitation on Liens," and dispositions in connection therewith;

        (7)   the issuance by a Restricted Subsidiary of Preferred Stock or Disqualified Stock that is permitted by the covenant described under "—Certain Covenants—Limitation on Debt;"

        (8)   a surrender or waiver of contract rights or a settlement, release or surrender of contract, tort or other claims in the ordinary course of business;

        (9)   any sale or other disposition of Time Share Receivables by the Designated Notes Parties and Receivables Subsidiaries pursuant to, and in accordance with the terms of, the Accounts Receivable Facility Documents; and

        (10) any sale or other disposition of timeshare interests in real property in the ordinary course of business of the Issuer and its Subsidiaries.

        "Attributable Debt" in respect of a Sale and Leaseback Transaction means, at any date of determination,

        (a)   if the Sale and Leaseback Transaction is a Capital Lease Obligation, the amount of Debt represented thereby according to the definition of "Capital Lease Obligation" and

        (b)   in all other instances, the greater of:

        (1)   the Fair Market Value of the Property subject to the Sale and Leaseback Transaction, and

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        (2)   the present value (discounted at the interest rate borne by the notes, compounded annually) of the total obligations of the lessee for rental payments during the remaining term of the lease included in the Sale and Leaseback Transaction (including any period for which the lease has been extended).

        "Average Life" means, as of any date of determination, with respect to any Debt or Preferred Stock, the quotient obtained by dividing:

        (a)   the sum of the product of the numbers of years (rounded to the nearest one-twelfth of one year) from the date of determination to the dates of each successive scheduled principal payment of that Debt or redemption or similar payment with respect to that Preferred Stock multiplied by the amount of the payment by

        (b)   the sum of all payments of this kind.

        "Beneficial Owner" means a beneficial owner as defined in Rule 13d-3 under the Exchange Act, except that:

        (a)   a Person will be deemed to be the Beneficial Owner of all shares that the Person has the right to acquire, whether that right is exercisable immediately or only after the passage of time, and

        (b)   for purposes of clause (a) of the definition of "Change of Control," any "person" or "group"(as those terms are defined in Sections 13(d) and 14(d) of the Exchange Act or any successor provisions to either of the foregoing), including any group acting for the purpose of acquiring, holding, voting or disposing of securities within the meaning of Rule 13d-5(b)(1) under the Exchange Act, shall be deemed to be the Beneficial Owners of any Voting Stock of a corporation or other legal entity held by any other corporation or legal entity (the "parent corporation"), so long as that person or group Beneficially Owns, directly or indirectly, in the aggregate a majority of the total voting power of the Voting Stock of that parent corporation.

        The term "Beneficially Own" shall have a corresponding meaning.

        "Board of Directors" means: (1) with respect to a corporation, the board of directors of the corporation or a duly authorized committee of the board of directors; (2) with respect to a partnership, the board of directors of the general partner of the partnership; (3) with respect to a limited liability company, the managing member or members or any controlling committee or board of managers of such company or the Board of Directors of the sole member or the managing member thereof; and (4) with respect to any other Person, the board or committee of such Person serving a similar function.

        "Business Day" means each day that is not a Saturday, Sunday or other day on which banking institutions in New York, New York or the city in which the corporate trust office of the trustee is located are authorized or required by law to close.

        "Capital Lease Obligation" means the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such Person under GAAP and, for the purposes of the indenture governing the notes, the amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP and the Stated Maturity thereof will be the date of the last payment of rent or any other amount due under such lease prior to the first date such lease may be terminated without penalty, in each case. For purposes of "—Certain Covenants—Limitation on Liens," a Capital Lease Obligation shall be deemed secured by a Lien on the Property being leased.

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        "Capital Stock" means, with respect to any Person, any shares or other equivalents (however designated) of any class of corporate stock or partnership interests or any other participation, rights, warrants, options or other interests in the nature of an equity interest in that Person, including Preferred Stock, but excluding any debt security convertible or exchangeable into that equity interest.

        "Capital Stock Sale Proceeds" means the aggregate net proceeds (including the Fair Market Value of property other than cash) received by the Issuer from the issuance or sale (other than to a Subsidiary of the Issuer or an employee stock ownership plan or trust established by the Issuer or the Subsidiary for the benefit of their employees) by the Issuer of its Capital Stock (other than Disqualified Stock) after the Issue Date, net of attorneys' fees, accountants' fees, initial purchasers' or placement agents' fees, discounts or commissions and brokerage, consultant and other fees actually incurred in connection with the issuance or sale and net of taxes paid or payable as a result thereof.

        "Cash Equivalents" means any of the following types of Investments, to the extent owned by the Issuer or any Restricted Subsidiary: (a) securities issued or directly and fully guaranteed or insured by the United States or any agency or instrumentality thereof (provided that the full faith and credit of the United States, is pledged in support thereof) having maturities of not more than 24 months from the date of acquisition, (b) Dollar denominated time deposits, certificates of deposit or bankers' acceptances of any Approved Bank, in each case with maturities of not more than 364 days from the date of acquisition, (c) commercial paper and variable or fixed rate notes issued by any Approved Bank (or by the parent company thereof) or any variable rate notes issued by, or guaranteed by, any domestic corporation rated A-2 (or the equivalent thereof) or better by S&P or P-2 (or the equivalent thereof) or better by Moody's, and maturing within 24 months of the date of acquisition, (d) repurchase agreements entered into by any Person with a bank or trust company (including any of the lenders) or recognized securities dealer having capital and surplus in excess of $500 million for direct obligations issued by or fully guaranteed by the United States in which such Person shall have a perfected first priority security interest (subject to no other Liens) and having, on the date of purchase thereof, a fair market value of at least one hundred percent (100%) of the amount of the repurchase obligations, (e) Investments (classified in accordance with GAAP as current assets) in money market investment programs registered under the Investment Company Act of 1940 that are administered by financial institutions having capital of at least $500 million and the portfolios of which are limited to Investments of the character described in the foregoing subclauses hereof, (f) other short-term investments utilized by the Issuer or any Foreign Subsidiaries in accordance with normal investment practices for cash management in investments of a type analogous to the foregoing, (g) U.S. Dollars or foreign currencies held from time to time in the ordinary course of business, and (h) interests in any investment company or money market fund which invests 95% or more of its assets in instruments specified in clauses (a) through (g) above.

        "Change of Control" means the occurrence of any of the following events:

        (a)   any "person" or "group"(as such terms are used in Sections 13(d) and 14(d) of the Exchange Act or any successor provisions to either of the foregoing), including any group acting for the purpose of acquiring, holding, voting or disposing of securities within the meaning of Rule 13d-5(b)(1) under the Exchange Act, becomes the ultimate Beneficial Owner, directly or indirectly, of 50% or more of the total voting power of the Voting Stock of Parent Guarantor; or

        (b)   the sale, transfer, assignment, lease, conveyance or other disposition, directly or indirectly, of all or substantially all the Property of Parent Guarantor, the Issuer and the Restricted Subsidiaries, considered as a whole (other than a disposition of assets as an entirety or virtually as an entirety to a Wholly Owned Restricted Subsidiary) shall have occurred;

        (c)   during any period of two consecutive years, individuals who at the beginning of that period constituted the Board of Directors (together with any new directors whose election or appointment by such Board or whose nomination for election by the shareholders of Parent

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Guarantor was approved by a vote of not less than three-fourths of the directors then still in office who were either directors at the beginning of that period or whose election or nomination for election was previously so approved or by a vote of the shareholders of Parent Guarantor) cease for any reason to constitute a majority of the Board of Directors then in office; or

        (d)   the shareholders of Parent Guarantor shall have approved any plan of liquidation or dissolution of Parent Guarantor.

        "Code" means the Internal Revenue Code of 1986, as amended.

        "Commodity Price Protection Agreement" means, in respect of a Person, any forward contract, commodity swap agreement, commodity option agreement or other similar agreement or arrangement designed to protect that Person against fluctuations in commodity prices.

        "Consolidated EBITDA" means, for any period, Consolidated Net Income for such period, plus

        (a)   without duplication and to the extent deducted (and not added back) in determining such Consolidated Net Income, the sum of:

          (i)  consolidated interest expense (and, to the extent not reflected therein, bank and letter of credit fees and costs of surety bonds in connection with financing activities) for such period (including imputed interest expense in respect of Capital Lease Obligations),

         (ii)  consolidated income tax expense for such period,

        (iii)  all amounts attributable to depreciation and amortization for such period,

        (iv)  any non-cash extraordinary charges for such period,

         (v)  any other non-cash charges (other than the write-down or write-off of current assets, any additions to bad debt reserve or bad debt expense or any accruals for estimated sales discounts, returns or allowances) for such period,

        (vi)  any losses for such period attributable to early extinguishment of Debt or obligations under any Swap Agreement,

       (vii)  the amount of any restructuring, business optimization costs, charges or reserves (including any unusual or non-recurring operating expenses directly attributable to the implementation of cost savings initiatives), recruiting fees, fees of restructuring or business optimization consultants, integration and non-recurring severance, relocation, consolidation, transition, integration or other similar charges and expenses, contract termination costs, excess pension charges, system establishment charges, start-up or closure or transition costs, expenses related to any reconstruction, decommissioning, recommissioning or reconfiguration of fixed assets for alternative uses, fees, expenses or charges relating to curtailments or modifications to pension and post-retirement employee benefit plans and litigation settlements or losses outside the ordinary course of business), provided that the aggregate amount added back pursuant to this clause (vii) may not exceed, when aggregated with the amount of any increase for such period to Consolidated EBITDA pursuant to clause (ii) of the definition of "pro forma," 10% of Consolidated EBITDA for such period (prior to giving effect to any increase pursuant to such clause (ii) or this clause (a)(vii)), and minus

        (b)   without duplication

          (i)  to the extent not deducted in determining such Consolidated Net Income, all cash payments made during such period on account of non-cash charges that were or would have been added to Consolidated Net Income, and

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         (ii)  to the extent included in determining such Consolidated Net Income, (A) any extraordinary gains and all non-cash items of income (other than normal accruals in the ordinary course of business) for such period and (B) any gains for such period attributable to early extinguishment of Debt or obligations under any Swap Agreement or Hedging Obligation, all determined on a consolidated basis in accordance with GAAP.

        "Consolidated Fixed Charges" means, for any period for the Issuer and its consolidated Restricted Subsidiaries, the sum, without duplication, of,

        (a)   Consolidated Interest Expense for such period, plus

        (b)   Disqualified Stock Dividends paid, accrued or scheduled to be paid or accrued during such period, excluding dividends paid in Qualified Capital Stock, plus

        (c)   Preferred Stock Dividends paid, accrued or scheduled to be paid or accrued during such period, excluding dividends paid in Qualified Capital Stock.

        "Consolidated Fixed Charges Coverage Ratio" means, as of any date of determination, the ratio of:

        (a)   the aggregate amount of Consolidated EBITDA for the most recent four consecutive fiscal quarters ending prior to such determination date for which financial statements are required to be filed pursuant to "—Reports" to

        (b)   Consolidated Fixed Charges for those four fiscal quarters;

provided, however, that:

        (1)   if:

        (a)   since the beginning of that period the Issuer or any Restricted Subsidiary has Incurred any Debt that remains outstanding or Repaid any Debt, or

        (b)   the transaction giving rise to the need to calculate the Consolidated Fixed Charges Coverage Ratio involves an Incurrence or Repayment of Debt,

        Consolidated Fixed Charges for that period shall be calculated after giving effect on a pro forma basis to that Incurrence or Repayment as if the Debt was Incurred or Repaid on the first day of that period, provided that, in the event of any Repayment of Debt, Consolidated EBITDA for that period shall be calculated as if the Issuer or such Restricted Subsidiary had not earned any interest income actually earned during such period in respect of the funds used to Repay such Debt, and

        (2)   if:

        (a)   since the beginning of that period the Issuer or any Restricted Subsidiary shall have made any Asset Sale or an Investment (by merger or otherwise) in any Restricted Subsidiary (or any Person which becomes a Restricted Subsidiary) or an acquisition of Property which constitutes all or substantially all of an operating unit of a business,

        (b)   the transaction giving rise to the need to calculate the Consolidated Fixed Charges Coverage Ratio involves an Asset Sale, Investment or acquisition, or

        (c)   since the beginning of that period any Person (that subsequently became a Restricted Subsidiary or was merged with or into the Issuer or any Restricted Subsidiary since the beginning of that period) shall have made such an Asset Sale, Investment or acquisition,

Consolidated EBITDA for that period shall be calculated after giving pro forma effect to the Asset Sale, Investment or acquisition as if the Asset Sale, Investment or acquisition occurred on the first day of that period.

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        If any Debt bears a floating rate of interest and is being given pro forma effect, the interest expense on that Debt shall be calculated as if the base interest rate in effect for the floating rate of interest on the date of determination had been the applicable base interest rate for the entire period (taking into account any Interest Rate Agreement applicable to that Debt if the applicable Interest Rate Agreement has a remaining term in excess of 12 months). In the event the Capital Stock of any Restricted Subsidiary is sold during the period, the Issuer shall be deemed, for purposes of clause (1) above, to have Repaid during that period the Debt of that Restricted Subsidiary to the extent the Issuer and its continuing Restricted Subsidiaries are no longer liable for that Debt after the sale.

        "Consolidated Interest Expense" means, for any period for the Issuer and its Restricted Subsidiaries, the sum of the total interest expense of the Issuer and its consolidated subsidiaries (calculated without regard to any limitations on the payment thereof) plus, without duplication, the interest component under capital leases determined on a consolidated basis and amortization of original issue discount resulting from the issuance of Debt at less than par; provided that there shall be excluded from Consolidated Interest Expense the following: (a) the amortization of deferred financing, legal and accounting costs with respect to the Credit Agreement and the notes, (b) the interest expense with respect to Non-Recourse Debt incurred in connection with Accounts Receivable Facilities and (c) the interest income derived from Time Share Receivables, in each case to the extent the same would otherwise have been included therein. Consolidated Interest Expense shall be calculated on a pro forma basis.

        "Consolidated Net Income" means, for any period, the net income or loss of the Issuer and the Restricted Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP; provided that there shall be excluded (a) the income of any Person (other than the Issuer) that is not a Restricted Subsidiary except to the extent of the amount of cash dividends or similar cash distributions actually paid by such Person to the Issuer or, subject to clauses (b) and (c) below, any of the Restricted Subsidiaries during such period, (b) the income of, and any amounts referred to in clause (a) above paid to, any Restricted Subsidiary (other than the Issuer or a Subsidiary Guarantor) to the extent that, on the date of determination, the declaration or payment of cash dividends or similar cash distributions by such Restricted Subsidiary is restricted by operation of the terms of its organizational documents or any agreement, instrument, judgment, decree, statute, rule or regulation applicable to such Restricted Subsidiary, (c) the income or loss of, and any amounts referred to in clause (a) above paid to, any Restricted Subsidiary that is not wholly owned by the Issuer to the extent such income or loss or such amounts are attributable to the noncontrolling interest in such Restricted Subsidiary, (d) any (i) non-cash compensation charge or expense arising from any grant of stock, stock options or other equity based awards and any non-cash deemed finance charges in respect of any pension liabilities or other provisions and (ii) income (loss) attributable to deferred compensation plans or trusts, (e) any gain or loss (less all fees and expenses relating thereto) realized upon sales or other dispositions of assets of the Issuer or such Restricted Subsidiary, other than in the ordinary course of business, (f) any after-tax effect of income (loss) from the early extinguishment of Debt or Hedging Obligations or other derivative instruments, (g) the cumulative effect of a change in accounting principles, (h) any net after-tax (x) extraordinary, unusual or nonrecurring gains or losses and (y) extraordinary, unusual or nonrecurring costs, charges or expenses, (i) any fees, expenses or charges incurred during such period, or any amortization thereof for such period, in connection with any acquisition, recapitalization, Investment, Asset Sale, disposition, incurrence or repayment of Debt (including such fees, expenses or charges related to the offering and issuance of the Notes and other securities and the syndication and incurrence of any Credit Facilities), issuance of Capital Stock, refinancing transaction or amendment or modification of any debt instrument (including any amendment or other modification of the Notes and other securities and any Credit Facilities) and any such transaction undertaken but not completed, and any charges or merger costs incurred during such period as a result of any such transaction (including, for the avoidance of doubt the effects of expensing all transaction related expenses in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic No. 805, Business

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Combinations) and (j) the effects from applying purchase accounting, including applying purchase accounting to inventory, property and equipment, software and other intangible assets and deferred revenue required or permitted by GAAP and related authoritative pronouncements, as a result of any other past or future acquisitions or the amortization or write-off of any amounts thereof.

        Notwithstanding the foregoing, (i) for purposes of the covenant described under "—Certain Covenants—Limitation on Restricted Payments" only, there shall be excluded from Consolidated Net Income any dividends, repayment of loans or advances or other transfers of assets from Unrestricted Subsidiaries to the Issuer or a Restricted Subsidiary to the extent the dividends, repayments or transfers increase the amount of Restricted Payments permitted under that covenant pursuant to clause (c)(4) thereof, and (ii) any net income (loss) of any Person (other than the Issuer) that is not a Restricted Subsidiary shall be excluded in calculating Consolidated Net Income, except that the Issuer's equity in the net income of any such Person for any period shall be included without duplication, in such Consolidated Net Income up to the aggregate amount of cash distributed by the Person during such period to the Issuer or a Restricted Subsidiary as a dividend or distribution.

        "Consolidated Secured Leverage Ratio" means, as of any date of determination, the ratio of (a) the aggregate amount of all Debt of the Issuer and its Restricted Subsidiaries (other than Debt under Accounts Receivable Facilities) secured by Liens at the date of determination, (on a pro forma basis reflecting any Incurrence of Debt and repayment of Debt made on such date) to (b) the aggregate amount of Consolidated EBITDA for the Issuer for the four full fiscal quarters, treated as one period, ending prior to the date of the transaction (the "Transaction Date") giving rise to the need to calculate the Consolidated Secured Leverage Ratio for which financial statements are required to be filed pursuant to "—Reports". In addition to and without limitation of the foregoing, for purposes of this definition, this ratio shall be calculated in a manner consistent with the definition of the "Fixed Charges Coverage Ratio," including any pro forma calculations.

        "Consolidated Total Assets" of any Person as of any date means the total assets of such Person and its Restricted Subsidiaries as of the most recent fiscal quarter end for which an internal consolidated balance sheet of such Person and its Subsidiaries is available, all calculated on a consolidated basis in accordance with generally accepted accounting principles.

        "Credit Agreement" means that certain Amended and Restated Credit Agreement, dated as of June 21, 2012, by and among the Issuer, as the borrower (the "Borrower"), Parent Guarantor, certain subsidiaries of the Borrower party thereto, the lenders and agents party thereto and Wells Fargo Bank, National Association, as administrative agent and collateral agent, as amended by the First Amendment to Credit Agreement and Incremental Revolving Commitment Agreement, dated April 8, 2014, and the Second Amendment to Credit Agreement and Incremental Revolving Commitment Agreement, dated November 6, 2014, and the Third Amendment to Credit Agreement and Incremental Revolving Commitment Agreement, dated on or about the Issue Date, and as further amended, restated, supplemented, modified, renewed, refunded, replaced (whether at maturity or thereafter) or refinanced from time to time in one or more agreements (in each case with the same or new agents, lenders or institutional investors).

        "Credit Facilities" means, with respect to the Issuer or any Restricted Subsidiary, one or more debt facilities (including the Credit Agreement) or commercial paper facilities with banks or other lenders providing for revolving credit loans, term loans, receivables financing (including through the sale of receivables to such lenders or to special purpose entities formed to borrow from such lenders against such receivables), letters of credit or bankers' acceptances or issuances of debt securities evidenced by notes, debentures, bonds or similar instruments, in each case, as amended, restated, supplemented, modified, renewed, refunded, replaced or refinanced (including by means of sales of debt securities to institutional investors) in whole or in part from time to time (and whether or not with the original trustee, administrative agent, holders and lenders or another trustee, administrative agent or agents or

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other holders or lenders and whether provided under the Credit Agreement or any other credit agreement or other agreement or indenture).

        "Currency Exchange Protection Agreement" means, in respect of a Person, any foreign exchange contract, currency swap agreement, currency option or other similar agreement or arrangement designed to protect that Person against fluctuations in currency exchange rates.

        "Debt" means, with respect to any Person on any date of determination (without duplication):

        (a)   the principal of and premium (if any) in respect of:

        (1)   debt of the Person for money borrowed, and

        (2)   debt evidenced by notes, debentures, bonds or other similar instruments for the payment of which the Person is responsible or liable;

        (b)   all Capital Lease Obligations of the Person and all Attributable Debt in respect of Sale and Leaseback Transactions entered into by the Person;

        (c)   all obligations of the Person issued or assumed as the deferred purchase price of Property, all conditional sale obligations of the Person and all obligations of the Person under any title retention agreement (but excluding trade accounts payable arising in the ordinary course of business);

        (d)   all obligations of the Person for the reimbursement of any obligor on any letter of credit, banker's acceptance or similar credit transaction (other than obligations with respect to letters of credit securing obligations (other than obligations described in clauses (a) through (c) above) entered into in the ordinary course of business of the Person to the extent those letters of credit are not drawn upon or, if and to the extent drawn upon, the drawing is reimbursed no later than the third Business Day following receipt by the Person of a demand for reimbursement following payment on the letter of credit);

        (e)   the amount of all obligations of the Person with respect to the Repayment of any Disqualified Stock or, with respect to any Subsidiary of the Person, any Preferred Stock (but excluding, in each case, any accrued dividends);

        (f)    all obligations of the type referred to in clauses (a) through (e) of other Persons and all dividends of other Persons for the payment of which, in either case, the Person is responsible or liable, directly or indirectly, as obligor, guarantor or otherwise, including by means of any Guarantee;

        (g)   all obligations of the type referred to in clauses (a) through (f) of other Persons secured by any Lien on any Property of the Person (whether or not such obligation is assumed by the Person), the amount of such obligation being deemed to be the lesser of the value of that Property or the amount of the obligation so secured;

        (h)   to the extent not otherwise included in this definition, Hedging Obligations of such Person (the amount of any such obligations to be equal at any time to the termination value of such agreement or arrangement giving rise to such Obligations that would be payable by such person at such time); and

        (i)    all obligations under any Accounts Receivable Facility to the extent that such obligations are required to be reflected as a liability on the consolidated balance sheet of the Issuer in accordance with GAAP.

        The amount of Debt (including, for the avoidance of doubt, any guarantee) of any Person at any date shall be the outstanding balance at that date of all unconditional obligations as described above

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and the maximum liability, upon the occurrence of the contingency giving rise to the obligation, of any contingent obligations at that date.

        "Default" means any event which is, or after notice or passage of time or both would be, an Event of Default.

        "Designated Non-Cash Consideration" means the Fair Market Value of non-cash consideration received by the Issuer or one of its Restricted Subsidiaries in connection with an Asset Sale that is so designated as Designated Non-cash Consideration pursuant to an Officer's Certificate, setting forth the basis of such valuation, less the amount of cash and Cash Equivalents received in connection with a subsequent sale of such Designated Non-cash Consideration.

        "Designated Notes Parties" shall mean the Issuer or any Subsidiary Guarantor that are from time to time party to the Accounts Receivable Facility Documents.

        "Disposition" or "Dispose" means the sale, transfer, license, lease or other disposition (including any Sale and Leaseback Transaction and any sale or issuance of Capital Stock in a Restricted Subsidiary but excluding any sale or issuance of Capital Stock in the Issuer) of any Property by any Person, including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith, but excluding, for purposes hereof, (a) Dispositions of obsolete, worn out or no longer useful property, whether now owned or hereafter acquired, in each case, in the ordinary course of business, (b) Dispositions of inventory, promotional materials and product displays in the ordinary course of business, (c) Dispositions of equipment to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property; (d) Dispositions of defaulted receivables in the ordinary course of business for collection, (e) any Involuntary Disposition, and (f) the unwinding of any Hedging Obligation.

        "Disqualified Stock" means, with respect to any Person, any Capital Stock that by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable, in either case at the option of the holder thereof) or otherwise:

        (a)   matures or is mandatorily redeemable pursuant to a sinking fund obligation or otherwise,

        (b)   is or may become redeemable or repurchaseable at the option of the holder thereof, in whole or in part, or

        (c)   is convertible or exchangeable at the option of the holder thereof for Debt or Disqualified Stock,

on or prior to, in the case of clause (a), (b) or (c), the date that is 91 days after the Stated Maturity of the notes.

        "Disqualified Stock Dividends" means all dividends with respect to Disqualified Stock of the Issuer or any Restricted Subsidiary held by Persons other than the Issuer or a Wholly Owned Restricted Subsidiary. The amount of any dividend of this kind shall be equal to the quotient of the dividend divided by the difference between one and the maximum statutory consolidated federal, state and local income tax rate (expressed as a decimal number between 1 and 0) then applicable to the Issuer of the Disqualified Stock.

        "Dollar Equivalent" means, with respect to any monetary amount in a currency other than U.S. Dollars, at any time for the determination thereof, the amount of U.S. Dollars obtained by converting such foreign currency involved in such computation into U.S. Dollars at the spot rate for the purchase of U.S. Dollars with the applicable foreign currency as published by the Federal Reserve Board on the date of such determination.

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        "Domestic Restricted Subsidiary" means, a Restricted Subsidiary that is a U.S. Subsidiary.

        "Equity Offering" means (i) an underwritten public equity offering of Qualified Capital Stock of the Issuer pursuant to an effective registration statement under the Securities Act, or any direct or indirect parent company of the Issuer but only to the extent contributed to the Issuer in the form of Qualified Capital Stock of the Issuer or (ii) a private equity offering of Qualified Capital Stock of the Issuer, or any direct or indirect parent company of the Issuer but only to the extent contributed to the Issuer in the form of Qualified Capital Stock of the Issuer, other than any public offerings registered on Form S-8.

        "Event of Default" has the meaning set forth under "—Events of Default."

        "Exchange Act" means the U.S. Securities Exchange Act of 1934, as amended, or any successor statute, and the rules and regulations promulgated by the SEC thereunder.

        "Fair Market Value" means, with respect to any asset or liability, the fair market value of such asset or liability, as determined by an Officer of the Issuer in good faith.

        "Foreign Subsidiary" means any Restricted Subsidiary of the Issuer that is not a U.S. Subsidiary.

        "GAAP" means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board Accounting Standards Codification or in such other statements by such other entity as have been approved by a significant segment of the accounting profession, which are in effect on the date of the indenture, except with respect to any reports or financial information required to be delivered pursuant to the covenant described above under "—Certain Covenants—Reports," which shall be prepared in accordance with GAAP as in effect on the date thereof. For the purposes of the indenture, the term "consolidated," with respect to any Person, shall mean such Person consolidated with its Restricted Subsidiaries, and shall not include any Unrestricted Subsidiary, but the interest of such Person in an Unrestricted Subsidiary will be accounted for as an Investment. If at any time the SEC permits or requires U.S. domiciled companies subject to the reporting requirements of the Exchange Act to use IFRS in lieu of GAAP for financial reporting purposes, the Issuer may elect by written notice to the trustee to so use IFRS in lieu of GAAP and, upon any such notice, references herein to GAAP shall thereafter be construed to mean (a) for periods beginning on and after the date specified in such notice, IFRS as in effect on the date specified in such notice and as in effect from time to time (for all other purposes of the Indenture) and (b) for prior periods, GAAP as defined in the first sentence of this definition.

        "Governmental Authority" means the government of the United States or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank).

        "Government Obligations" means direct obligations (or certificates representing an ownership interest in such obligations) of the United States of America or any country that is a member of the European Union on the Issue Date (including any agency or instrumentality thereof) for the payment of which the full faith and credit of the United States of America or such European Union country is pledged and which are not callable or redeemable at the Issuer's option.

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        "Guarantee" means any obligation, contingent or otherwise, of any Person directly or indirectly guaranteeing any Debt of any other Person and any obligation, direct or indirect, contingent or otherwise, of that Person:

        (a)   to purchase or pay (or advance or supply funds for the purchase or payment of) the Debt of such other Person (whether arising by virtue of partnership arrangements, or by agreements to keep-well, to purchase assets, goods, securities or services, to take-or-pay or to maintain financial statement conditions or otherwise), or

        (b)   entered into for the purpose of assuring in any other manner the obligee against loss in respect such Debt (in whole or in part);

provided, however, that the term "Guarantee" shall not include:

        (1)   endorsements for collection or deposit in the ordinary course of business, or

        (2)   a contractual commitment by one Person to invest in another Person for so long as the Investment is reasonably expected to constitute a Permitted Investment under clause (a), (b) or (h) of the definition of "Permitted Investment."

        The term "Guarantee" used as a verb has a corresponding meaning.

        "Hedging Obligation" of any Person means any obligation of that Person pursuant to any Interest Rate Agreement, Currency Exchange Protection Agreement, Commodity Price Protection Agreement or any other similar agreement or arrangement.

        "Incur" means, with respect to any Debt or other obligation of any Person, to create, issue, incur (by merger, conversion, exchange or otherwise), extend, assume, Guarantee or become liable in respect of that Debt or other obligation or the recording, as required pursuant to GAAP or otherwise, of any Debt or obligation on the balance sheet of that Person (and "Incurrence" and "Incurred" shall have meanings correlative to the foregoing); provided, however, that a change in GAAP that results in an obligation of that Person that exists at such time, and is not theretofore classified as Debt, becoming Debt shall not be deemed an Incurrence of that Debt; provided further, however, that any Debt or other obligations of a Person existing at the time the Person becomes a Subsidiary (whether by merger, consolidation, acquisition or otherwise) shall be deemed to be Incurred by that Subsidiary at the time it becomes a Subsidiary; and provided further, however, that solely for purposes of determining compliance with "—Certain Covenants—Limitation on Debt," amortization of debt discount or premium shall not be deemed to be the Incurrence of Debt, provided that in the case of Debt sold at a discount or at a premium, the amount of the Debt Incurred shall at all times be the aggregate principal amount at Stated Maturity.

        "Independent Financial Advisor" means an investment banking firm of national standing or any third party appraiser of national standing, provided that the firm or appraiser is not an Affiliate of the Issuer.

        "Independent Investment Banker" means one of the Reference Treasury Dealers selected by the Issuer.

        "Interest Rate Agreement" means, for any Person, any interest rate swap agreement, interest rate option agreement or other similar agreement or arrangement designed to protect against fluctuations in interest rates.

        "Investment" by any Person means any direct or indirect loan (other than advances to customers and suppliers in the ordinary course of business that are recorded as accounts receivable on the balance sheet of that Person), advance or other extension of credit or capital contribution (by means of transfers of cash or other Property to others or payments for Property or services for the account or use of others, or otherwise) to, or Incurrence of a Guarantee of any obligation of, or purchase or

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acquisition of Capital Stock, bonds, notes, debentures or other securities or evidence of Debt issued by, any other Person, including any partnership or joint venture interest in such other Person and any arrangement pursuant to which the investor undertakes any Support Obligation with respect to Debt or other obligations of such other Person. For purposes of the covenants described under "—Certain Covenants—Limitation on Restricted Payments" and "—Certain Covenants—Designation of Restricted and Unrestricted Subsidiaries" and the definition of "Restricted Payment," "Investment" shall include the portion (proportionate to the Issuer's equity interest in the Subsidiary) of the Fair Market Value of the net assets of any Subsidiary of the Issuer at the time that the Subsidiary is designated an Unrestricted Subsidiary; provided, however, that upon a redesignation of that Subsidiary as a Restricted Subsidiary, the Issuer shall be deemed to continue to have a permanent "Investment" in an Unrestricted Subsidiary of an amount (if positive) equal to:

        (a)   the Issuer's "Investment" in that Subsidiary at the time of such redesignation, less

        (b)   the portion (proportionate to the Issuer's equity interest in such Subsidiary) of the Fair Market Value of the net assets of that Subsidiary at the time of such redesignation.

        In determining the amount of any Investment made by transfer of any Property other than cash, the Property shall be valued at its Fair Market Value at the time of the Investment.

        "Investment Grade Rating" means a rating equal to or higher than Baa3 (or the equivalent) by Moody's and BBB^ (or the equivalent) by S&P.

        "Involuntary Disposition" means the receipt by the Issuer or any Restricted Subsidiary of any cash insurance proceeds or condemnation awards or expropriation compensation payable by reason of theft, loss, physical destruction or damage, taking or similar event with respect to any of its Property.

        "Issue Date" means April 10, 2015.

        "Lien" means, with respect to any Property of any Person, any mortgage or deed of trust, pledge, hypothecation, assignment, deposit arrangement, security interest, lien, charge, easement (other than any easement not materially impairing usefulness or marketability), encumbrance, preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever on or with respect to that Property (including any Capital Lease Obligation, conditional sale or other title retention agreement having substantially the same economic effect as any of the foregoing or any Sale and Leaseback Transaction).

        "Moody's" means Moody's Investors Service, Inc. or any successor to the rating agency business thereof.

        "Net Available Cash" from any Asset Sale means cash payments received therefrom (including any cash payments received upon the sale or other disposition of any Designated Non-Cash Consideration received in any Asset Sale, any cash payments received by way of deferred payment of principal pursuant to a note or installment receivable or otherwise, but only as and when received, but excluding any other consideration received in the form of assumption by the acquiring Person of Debt or other obligations relating to the Property that is the subject of that Asset Sale or received in any other non-cash form), in each case net of:

        (a)   all legal, title and recording tax expenses, commissions and other fees (including, without limitation, brokers' or investment bankers' commissions or fees) and expenses incurred, and all federal, state, provincial, foreign and local taxes required to be accrued as a liability under GAAP, as a consequence of the Asset Sale,

        (b)   all payments made on any Debt that is secured by any Property subject to the Asset Sale, in accordance with the terms of any Lien upon or other security agreement of any kind with

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respect to that Property, or which must by its terms, or in order to obtain a necessary consent to the Asset Sale, or by applicable law, be repaid out of the proceeds from the Asset Sale,

        (c)   all distributions and other payments required to be made to noncontrolling interest holders in Subsidiaries or joint ventures as a result of the Asset Sale, and

        (d)   the deduction of appropriate amounts provided by the seller as a reserve, in accordance with GAAP, against any liabilities associated with the Property disposed in the Asset Sale and retained by the Issuer or any Restricted Subsidiary after the Asset Sale

provided, that, to the extent that any portion of the consideration for an Asset Sale is required by contract to be held in a separate escrow or deposit account to support indemnification, adjustment of purchase price or similar obligations, such portion of the consideration shall become Net Available Cash only at such time as it is released to the Issuer or a Restricted Subsidiary from the escrow or deposit account.

        "Net Cash Proceeds" means with respect to any incurrence or issuance of Debt, the aggregate principal amount actually received in cash by the Issuer or any Restricted Subsidiary in connection therewith, net of direct costs (including legal, accounting and investment banking fees and expenses, sales brokerage commissions and underwriting discounts).

        "Non-Recourse Debt" means Debt of a Person: (a) which the lenders or holders thereof have no recourse other than to specific assets of such Person and (b) as to which neither the Issuer nor any of its Subsidiaries provides any Support Obligation or credit support of any kind. Notwithstanding the foregoing, Debt shall not be considered to be recourse to a Person if recourse is contingent upon the occurrence of specified events that have not yet occurred in circumstances in which the occurrence of such events is within the control of such Person (e.g., provisions commonly known as "bad boy" provisions).

        "Officer" means the Chief Executive Officer, the Chief Financial Officer, Vice Chairman, any President, the Chief Accounting Officer, any Executive Vice President, any Senior Vice President or Vice President, the Treasurer or the Secretary of the Issuer.

        "Officers' Certificate" means a certificate signed by two Officers of the Issuer, at least one of whom shall be the principal executive officer, principal financial officer or the principal accounting officer of the Issuer, and delivered to the trustee.

        "Opinion of Counsel" means a written opinion from legal counsel which is acceptable to the trustee. The counsel may be an employee of or counsel to the Issuer.

        "Permitted Business" means any business that is reasonably similar, ancillary, complementary or related to, or a reasonable extension, development or expansion of, the businesses in which the Issuer and its Restricted Subsidiaries are engaged in on the Issue Date.

        "Permitted Investment" means any Investment by the Issuer or a Restricted Subsidiary in:

        (a)   any Restricted Subsidiary or any Person that will, upon the making of such Investment, become a Restricted Subsidiary, provided that the primary business of the Restricted Subsidiary is a Permitted Business;

        (b)   any Person if as a result of the Investment that Person is merged or consolidated with or into, or transfers or conveys all or substantially all its Property to, the Issuer or a Restricted Subsidiary, provided that the Person's primary business is a Permitted Business;

        (c)   cash, Cash Equivalents and Temporary Cash Investments;

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        (d)   commission, payroll, travel and similar advances to cover matters that are expected at the time of those advances ultimately to be treated as expenses for accounting purposes and that are made in the ordinary course of business;

        (e)   stock, obligations or other securities received in settlement of debts created in the ordinary course of business and owing to the Issuer or a Restricted Subsidiary or in satisfaction of judgments;

        (f)    any Person to the extent the Investment represents the non-cash portion of the consideration received in connection with an Asset Sale consummated in compliance with the covenant described under "—Certain Covenants—Limitation on Asset Sales";

        (g)   Hedging Obligations permitted under clauses (e), (f) or (g) of the second paragraph of the covenant described under "—Certain Covenants—Limitation on Debt";

        (h)   customers or suppliers of the Issuer or any of its Subsidiaries in the form of extensions of credit or transfers of Property, to the extent otherwise constituting an Investment, and in the ordinary course of business and any Investments received in the ordinary course of business in satisfaction or partial satisfaction thereof;

        (i)    any Person if the Investments (or binding commitments in respect thereof) are outstanding on the Issue Date and not otherwise described in clauses (a) through (h) above, and any extension, modification or renewal of any such Investments (but not any such extension, modification, renewal or to the extent it involves additional advances, contributions or other investments of cash or property, other than reasonable expenses incidental to the structuring, negotiation and consummation of such extension, modification or renewal);

        (j)    any securities, derivative instruments or other Investments of any kind that are acquired and held for the benefit of Issuer or Restricted Subsidiary employees in the ordinary course of business pursuant to deferred compensation plans or arrangements approved by the Board of Directors; provided, however, that (i) the amount of such Investment represents funds paid or payable in respect of deferred compensation previously included as an expense in the calculation of Consolidated Net Income (and not excluded pursuant to clause (f) of the definition of "Consolidated Net Income"), and (ii) the terms of such Investment shall not require any additional Investment by the Issuer or any Restricted Subsidiary;

        (k)   any Person (other than an Affiliate) in aggregate amount not to exceed the greater of $50 million and (y) 5.0% of the Issuer's Consolidated Total Assets outstanding at any one time in the aggregate;

        (l)    any Investment acquired in exchange for shares of Capital Stock of the Issuer (other than Disqualified Stock); provided that the proceeds of such issuance shall be excluded from the definition of "Capital Stock Sale Proceeds";

        (m)  any receivable owing to the Issuer or any Restricted Subsidiary created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms; provided that such trade terms may include such concessionary trade terms as the Issuer or any such Restricted Subsidiary deems reasonable under the circumstances;

        (n)   any Investment (i) in exchange for any other Investment or accounts receivable held by the Issuer or any such Restricted Subsidiary in connection with or as a result of bankruptcy, workout, reorganization or recapitalization of the Issuer of such other Investment or accounts receivable, (ii) in satisfaction of judgments or in compromise, settlement or resolution of any litigation, arbitration or other dispute, or (iii) as a result of a foreclosure by the Issuer or any of its Restricted Subsidiaries with respect to any secured Investment or other transfer of title with respect to any secured Investment in default;

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        (o)   Guarantees of Debt issued in accordance with "Certain Covenants—Limitations on Debt";

        (p)   Investments made in connection with the funding of contributions under any nonqualified retirement plan or similar employee compensation plan in an amount not to exceed the amount of compensation expense recognized by the Issuer and its Restricted Subsidiaries in connection with such plans;

        (q)   Investments in joint ventures or in Unrestricted Subsidiaries or entities that become joint ventures or Unrestricted Subsidiaries as a result of such Investments, having an aggregate Fair Market Value, taken together with all other Investments made pursuant to this clause (q) that are at that time outstanding, not to exceed 10.0% of the Issuer's Consolidated Total Assets at the time of such Investment (with the Fair Market Value of each Investment being measured at the time made and without giving effect to subsequent changes in value);

        (r)   except to the extent constituting an Acquisition, Investments by the Issuer in Receivables Subsidiaries in connection with Accounts Receivable Facilities;

        (s)   Investments held by a Person at the time such Person becomes a Restricted Subsidiary or is merged with or into the Issuer or any Restricted Subsidiary and not made in contemplation of such Person becoming a Restricted Subsidiary;

        (t)    advances in the ordinary course of business to secure developer contracts of the Issuer and its Subsidiaries;

        (u)   Investments arising from pledges and deposits pursuant to paragraphs (g), (h) and (u) of the definition of Permitted Liens;

        (v)   Investments received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with or judgments against, customers and suppliers, in each case in the ordinary course of business or Investments acquired by the Issuer or a Restricted Subsidiary as a result of a foreclosure by the Issuer or any Restricted Subsidiary with respect to any secured Investments or other transfer of title with respect to any secured Investment in default;

        (w)  loans or advances or other similar transactions with customers, distributors, clients, developers, suppliers or purchasers or sellers of goods or services, in each case, in the ordinary course of business, regardless of frequency;

        (x)   advances in the form of a prepayment of expenses, so long as such expenses are being paid in accordance with customary trade terms of the Issuer or such Restricted Subsidiary;

        (y)   guarantees by the Issuer or any Restricted Subsidiary of operating leases or of other obligations that do not constitute Debt, in each case entered into by the Issuer or any Restricted Subsidiary in the ordinary course of business; and

        (z)   Investments consisting of the non-exclusive licensing of intellectual property pursuant to joint marketing arrangements with other Persons otherwise permitted hereunder.

        For the avoidance of doubt, any Investment that is a Permitted Investment hereunder may be transferred to the Issuer or another Restricted Subsidiary, or exchanged for other assets of the Issuer or another Restricted Subsidiary.

        "Permitted Liens" means:

        (a)   Liens (including, without limitation and to the extent constituting a Lien, negative pledges) to secure Debt in an aggregate principal amount not to exceed the amount permitted to be Incurred under clause (b) of the second paragraph of the covenant described under "—Certain

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Covenants—Limitation on Debt," regardless of whether the Issuer and the Restricted Subsidiaries are actually subject to that covenant at the time the Lien is Incurred;

        (b)   Liens for taxes, assessments or governmental charges or levies on the Property of the Issuer or any Restricted Subsidiary and deposits in respect thereof if the same shall not at the time be delinquent or thereafter can be paid without penalty, or are being contested in good faith and by appropriate proceedings promptly instituted and diligently concluded, provided that any reserve or other appropriate provision that shall be required in conformity with GAAP shall have been made therefor;

        (c)   Liens imposed by law, such as carriers', warehousemen's, materialmen's, repairmen's and mechanics' Liens and other similar Liens, on the Property of the Issuer or any Restricted Subsidiary arising in the ordinary course of business and securing payment of obligations that are not more than 60 days past due or are being contested in good faith and by appropriate proceedings;

        (d)   Liens on the Property of the Issuer or any Restricted Subsidiary Incurred in the ordinary course of business to secure performance of obligations with respect to statutory or regulatory requirements, performance or return-of-money bonds, surety bonds or other obligations of a like nature and Incurred in a manner consistent with industry practice, including banker's liens and rights of set-off, in each case which are not Incurred in connection with the borrowing of money, the obtaining of advances or credit or the payment of the deferred purchase price of Property and which do not in the aggregate impair in any material respect the use of Property in the operation of the business of the Issuer and the Restricted Subsidiaries taken as a whole;

        (e)   Liens on Property at the time the Issuer or any Restricted Subsidiary acquired the Property, including any acquisition by means of a merger or consolidation with or into the Issuer or any Restricted Subsidiary; provided, however, that any Lien of this kind may not extend to any other Property of the Issuer or any Restricted Subsidiary; provided further, however, that the Liens shall not have been Incurred in anticipation of or in connection with the transaction or series of transactions pursuant to which the Property was acquired by the Issuer or any Restricted Subsidiary;

        (f)    Liens on the Property of a Person at the time that Person becomes a Restricted Subsidiary; provided, however, that any Lien of this kind may not extend to any other Property of the Issuer or any other Restricted Subsidiary that is not a direct Subsidiary of that Person; provided further, however, that the Lien was not Incurred in anticipation of or in connection with the transaction or series of transactions pursuant to which the Person became a Restricted Subsidiary;

        (g)   pledges or deposits by the Issuer or any Restricted Subsidiary under workers' compensation laws, unemployment insurance laws or similar legislation, or good faith deposits in connection with bids, tenders, contracts (other than for the payment of Debt) or leases to which the Issuer or any Restricted Subsidiary is party, or deposits to secure public or statutory obligations of the Issuer or any Restricted Subsidiary, or deposits for the payment of rent, in each case Incurred in the ordinary course of business;

        (h)   Liens (including, without limitation and to the extent constituting Liens, negative pledges), assignments and pledges of rights to receive premiums, interest or loss payments or otherwise arising in connection with workers' compensation loss portfolio transfer insurance transactions or any insurance or reinsurance agreements pertaining to losses covered by insurance, and Liens (including, without limitation and to the extent constituting Liens, negative pledges) in favor of insurers or reinsurers on pledges or deposits by the Issuer or any Restricted Subsidiary under workmen's compensation laws, unemployment insurance laws or similar legislation;

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        (i)    Liens of landlords on fixtures, equipment and movable property located on leased premises and utility easements, building restrictions and such other encumbrances or charges against real Property as are of a nature generally existing with respect to properties of a similar character;

        (j)    Liens arising out of judgments or awards against the Issuer or a Restricted Subsidiary with respect to which the Issuer or the Restricted Subsidiary shall then be proceeding with an appeal or other proceeding for review;

        (k)   Liens in favor of Issuers of performance, stay, appeal, indemnification, surety or similar bonds, completion guarantees or letters of credit issued pursuant to the request of and for the account of the Issuer or a Restricted Subsidiary in the ordinary course of its business, provided that these letters of credit do not constitute Debt;

        (l)    leases or subleases of real property granted by the Issuer or a Restricted Subsidiary to any other Person and not interfering in any material respect with the business of the Issuer and its Subsidiaries, taken as a whole;

        (m)  Liens (including, without limitation and to the extent constituting Liens, negative pledges) on intellectual property arising from intellectual property licenses entered into in the ordinary course of business;

        (n)   Liens on Capital Stock in joint ventures securing obligations of such joint venture, to the extent required by the terms of the organizational documents or material contracts of such joint venture;

        (o)   Liens existing on the Issue Date not otherwise described in clauses (a) through (n) above;

        (p)   Liens securing Debt Incurred pursuant to clause (i) of the second paragraph of the covenant described under "—Certain Covenants—Limitation on Debt" on the Property (other than in respect of a Receivables Subsidiary) purchased with the proceeds of such Debt;

        (q)   Liens on the Property of the Issuer or any Restricted Subsidiary to secure any Refinancing, in whole or in part, of any Debt secured by Liens referred to in clause (e), (f), (o) or (p) above; provided, however, that any Lien of this kind shall be limited to all or part of the same Property that secured the original Lien (together with improvements and accessions to such Property) and the aggregate principal amount of Debt that is secured by the Lien shall not be increased to an amount greater than the sum of:

        (1)   the outstanding principal amount, or, if greater, the committed amount, of the Debt secured by Liens described under clause (e), (f), (o) or (p) above, as the case may be, at the time the original Lien became a Permitted Lien under the indenture, and

        (2)   an amount necessary to pay any fees and expenses, including premiums and defeasance costs, incurred by the Issuer or the Restricted Subsidiary in connection with the Refinancing;

        (r)   Liens on cash or Temporary Cash Investments held as proceeds of Permitted Refinancing Debt pending the payment, purchase, defeasance or other retirement of the Debt being Refinanced;

        (s)   Liens not otherwise permitted by clauses (a) through (r) above (other than in respect of a Receivables Subsidiary) securing obligations with an aggregate principal amount not to exceed $25 million;

        (t)    Liens securing Hedging Obligations permitted under clause (l) of the second paragraph of the covenant described under "—Certain Covenants—Limitation on Debt";

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        (u)   Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods;

        (v)   Liens to secure Debt (assuming any commitments for secured Debt of the Issuer and its Restricted Subsidiaries were fully drawn) so long as on a pro forma basis, after giving effect to such Liens, the Consolidated Secured Leverage Ratio does not exceed 3.25 to 1.00;

        (w)  Liens on property of any Foreign Subsidiary securing Debt of a Foreign Subsidiary Incurred pursuant to clause (k) of the second paragraph of the covenant described under "—Certain Covenants—Limitation on Debt";

        (x)   Liens arising from Uniform Commercial Code financing statement filings regarding operating leases entered into by the Issuer and its Restricted Subsidiaries in the ordinary course of business;

        (y)   any interest or title of a lessor under any Capital Lease Obligation or operating lease;

        (z)   Liens granted by a Receivables Subsidiary on Time Share Receivables sold by it pursuant to the Accounts Receivable Facility Documents to the extent that such Liens are created by the Accounts Receivable Facility Documents and permitted under clause (o) of the second paragraph of the covenant described under "—Certain Covenants—Limitation on Debt";

        (aa) Liens in favor of the Issuer, the Parent Guarantor or any Restricted Subsidiary;

        (bb) licenses, sublicenses, leases or subleases granted to others not interfering in any material respect with the business of the Issuer or any Restricted Subsidiary; and

        (cc) Liens of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection;

        (dd) pledges and deposits and other Liens securing liability for reimbursement or indemnification obligations of (including obligations in respect of bank guarantees for the benefit of) insurance carriers providing property, casualty or liability insurance to the Issuer or any Restricted Subsidiary;

        (ee) Liens solely on any cash earnest money deposits made by the Issuer or any Restricted Subsidiary in connection with any letter of intent or purchase agreement in respect of any Investment permitted hereunder;

        (ff)  Liens on goods or inventory the purchase, shipment or storage price of which is financed by a bank guarantee or bankers' acceptance issued or created for the account of the Issuer or any Restricted Subsidiary in the ordinary course of business so long as such Liens are extinguished when such goods or inventory are delivered to the Issuer or a Restricted Subsidiary; provided, that such Lien secures only the obligations of the Issuer or such Restricted Subsidiary in respect of such bankers' acceptance or bank guarantee to the extent permitted under the covenant described under "—Certain Covenants—Limitation on Debt";

        (gg) Liens securing insurance premiums financing arrangements, provided, that such Liens are limited to the applicable unearned insurance premiums;

        "Permitted Refinancing Debt" means any Debt that Refinances any other Debt, including any successive Refinancings, so long as:

        (a)   the new Debt is in an aggregate principal amount (or if Incurred with original issue discount, an aggregate issue price) not in excess of the sum of:

        (1)   the aggregate principal amount (or if Incurred with original issue discount, the aggregate accreted value) then outstanding of the Debt being Refinanced, and\

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        (2)   an amount necessary to pay any fees and expenses, including premiums and defeasance costs, related to the Refinancing,

        (b)   the Average Life of the new Debt is equal to or greater than the Average Life of the Debt being Refinanced,

        (c)   the Stated Maturity of the new Debt is no earlier than the Stated Maturity of the Debt being Refinanced, and

        (d)   the new Debt shall not be senior in right of payment to the Debt that is being Refinanced; provided, however, that Permitted Refinancing Debt shall not include:

        (x)   Debt of a Subsidiary that is not a Subsidiary Guarantor that Refinances Debt of the Issuer or any Subsidiary Guarantor, or

        (y)   Debt of the Issuer or a Restricted Subsidiary that Refinances Debt of an Unrestricted Subsidiary.

        "Person" means any individual, corporation, company (including any limited liability company), association, partnership, joint venture, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity.

        "Preferred Stock" means any Capital Stock of a Person, however designated, which entitles the holder thereof to a preference with respect to the payment of dividends, or as to the distribution of assets upon any voluntary or involuntary liquidation or dissolution of that Person, over shares of any other class of Capital Stock issued by that Person.

        "Preferred Stock Dividends" means all dividends with respect to Preferred Stock of the Issuer or any Restricted Subsidiary held by Persons other than the Issuer or a Wholly Owned Restricted Subsidiary. The amount of any dividend of this kind shall be equal to the quotient of the dividend divided by the difference between one and the maximum statutory consolidated federal, state and local income rate (expressed as a decimal number between 1 and 0) then applicable to the Issuer of the Preferred Stock.

        "Productive Assets" means assets (other than securities and inventory) that are used or usable by the Issuer and its Restricted Subsidiaries in Permitted Businesses.

        "pro forma" means, with respect to any computation hereunder required to be made on a pro forma basis giving effect to any proposed Investment or other acquisition, any Disposition (other than any Disposition pursuant to clause (9) of the definition of "Asset Sale"), any Restricted Payment or any payment of or in respect of any Debt (collectively, "Pro Forma Events"), computation thereof after giving pro forma effect to adjustments in connection with such Pro Forma Event that are either (i) in accordance with Regulation S-X under the Securities Act or (ii) set forth in an Officer's Certificate and believed in good faith by the Issuer to be probable based on actions taken or to be taken within 12 months following the consummation of the relevant Pro Forma Event; provided that the aggregate amount of any increase in Consolidated EBITDA resulting from adjustments pursuant to this clause (ii) for any four fiscal quarter period of the Issuer, when aggregated with the amount of any addback to Consolidated EBITDA pursuant to clause (a)(vii) of the definition thereof for such period, shall not exceed 10% of Consolidated EBITDA for such period (prior to giving effect to any increase pursuant to such clause (a)(vii) or this clause (ii)), in each case, using, for purposes of making such computation, the consolidated financial statements of the Issuer and the Restricted Subsidiaries (and, to the extent applicable, the historical financial statements of any entities or assets so acquired or to be acquired, or so disposed or to be disposed), which shall be reformulated as if such Pro Forma Event (and, in the case of any pro forma computations made hereunder to determine whether such Pro Forma Event is permitted to be consummated hereunder, to any other Pro Forma Event consummated since the first day of the period covered by any component of such pro forma computation and on or prior to the

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date of such computation), and any Debt or other liabilities incurred in connection with any such Pro Forma Event, had been consummated and incurred at the beginning of such period.

        "Pro Forma Event" has the meaning set forth in the definition of "pro forma."

        "Property" means, with respect to any Person, any interest of that Person in any kind of property, plant, equipment or other asset, whether real, personal or mixed, or tangible or intangible, including Capital Stock in, and other securities of, any other Person. For purposes of any calculation required pursuant to the indenture, the value of any Property shall be its Fair Market Value.

        "Purchase Money Debt" means Debt:

        (a)   consisting of the deferred purchase price of property, conditional sale obligations, obligations under any title retention agreement, other purchase money obligations and obligations in respect of industrial revenue bonds, in each case where the maturity of the Debt does not exceed the anticipated useful life of the Property being financed, and

        (b)   Incurred to finance the acquisition, construction or lease by the Issuer or a Restricted Subsidiary of the Property, including additions and improvements thereto;

provided, however, that the Debt is Incurred within 365 days after the acquisition, construction or lease of the Property by the Issuer or Restricted Subsidiary.

        "Qualified Capital Stock" means any Capital Stock that is not Disqualified Stock. "Rating Agencies" means Moody's and S&P.

        "Receivables Subsidiary" shall mean a special purpose Wholly Owned Subsidiary that is a U.S. Subsidiary of the Issuer formed to enter into an Accounts Receivable Facility, and in each case engages only in activities reasonably related or incidental thereto.

        "Refinance" means, in respect of any Debt, to refinance, extend, renew, refund, repay, prepay, repurchase, redeem, defease or retire, or to issue other Debt, in exchange or replacement for, that Debt. "Refinanced" and "Refinancing" shall have correlative meanings.

        "Registration Rights Agreement" means that certain registration rights agreement dated as of the Issue Date by and among the Issuer, the Guarantors and the initial purchasers set forth therein.

        "Repay" means, in respect of any Debt, to repay, prepay, repurchase, redeem, legally defease or otherwise retire that Debt. "Repayment" and "Repaid" shall have correlative meanings. For purposes of the covenants described under "—Certain Covenants—Limitation on Asset Sales" and "—Certain Covenants—Limitation on Debt" and the definition of "Consolidated Fixed Charges Coverage Ratio," Debt shall be considered to have been Repaid only to the extent the related loan commitment, if any, shall have been permanently reduced in connection therewith.

        "Restricted Payment" means:

        (a)   any dividend or distribution (whether made in cash, securities or other Property) declared or paid on or with respect to any shares of Capital Stock of the Issuer or any Restricted Subsidiary (including any payment in connection with any merger or consolidation with or into the Issuer or any Restricted Subsidiary), except for any dividend or distribution that is made solely to the Issuer or the parent of the Restricted Subsidiary or any dividend or distribution payable solely in shares of Capital Stock (other than Disqualified Stock) of the Issuer;

        (b)   the purchase, repurchase, redemption, acquisition or retirement for value of any Capital Stock of the Issuer or any Restricted Subsidiary (other than from the Issuer or a Restricted Subsidiary) or any securities exchangeable for or convertible into Capital Stock of the Issuer or any Restricted Subsidiary, including the exercise of any option to exchange any Capital Stock (other than for or into Capital Stock of the Issuer that is not Disqualified Stock);

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        (c)   the purchase, repurchase, redemption, acquisition or retirement for value, prior to the date for any scheduled maturity, sinking fund or amortization or other installment payment, of any Subordinated Obligation (other than (i) any Subordinated Obligation Incurred under clause (c) of the covenant described under "—Certain Covenants—Limitation on Debt" and (ii) the purchase, repurchase or other acquisition of any Subordinated Obligation purchased in anticipation of satisfying a scheduled maturity, sinking fund or amortization or other installment obligation, in each case under this subclause (ii) due within one year of the date of acquisition);

        (d)   any Investment (other than Permitted Investments) in any Person; or

        (e)   the issuance, sale or other disposition of Capital Stock of any Restricted Subsidiary to a Person other than the Issuer or another Restricted Subsidiary if the result thereof is that the Restricted Subsidiary shall cease to be a Restricted Subsidiary, in which event the amount of the "Restricted Payment" shall be the Fair Market Value of the remaining interest, if any, in the former Restricted Subsidiary held by the Issuer and the other Restricted Subsidiaries.

        "Restricted Subsidiary" means any Subsidiary of the Issuer other than an Unrestricted Subsidiary.

        "S&P" means Standard & Poor's Ratings Services, a business of Standard & Poor's Financial Services LLC, a subsidiary of The McGraw Hill Companies, Inc., or any successor to the rating agency business thereof.

        "Sale and Leaseback Transaction" means any direct or indirect arrangement relating to Property now owned or hereafter acquired whereby the Issuer or a Restricted Subsidiary transfers that Property to another Person and the Issuer or a Restricted Subsidiary leases it from that other Person together with any Refinancings thereof.

        "SEC" means the U.S. Securities and Exchange Commission.

        "Securities Act" means the U.S. Securities Act of 1933, as amended, or any successor statute, and the rules and regulations promulgated by the SEC thereunder.

        "Significant Subsidiary" means any Subsidiary that would be a "Significant Subsidiary" of the Issuer within the meaning of Rule 1-02 under Regulation S-X promulgated by the SEC.

        "Stated Maturity" means, with respect to any security, the date specified in the security as the fixed date on which the payment of principal of the security is due and payable, including pursuant to any mandatory redemption provision (but excluding any provision providing for the repurchase of the security at the option of the holder thereof upon the happening of any contingency beyond the control of the Issuer unless that contingency has occurred).

        "Subordinated Obligation" means any Debt of the Issuer or the Guarantors (whether outstanding on the Issue Date or thereafter Incurred) that is subordinate or junior in right of payment to the notes pursuant to a written agreement to that effect.

        "Subsidiary" of a Person means a corporation, partnership, joint venture, limited liability company or other business entity of which a majority of the shares of securities or other interests having ordinary voting power for the election of directors or other governing body (other than securities or interests having such power only by reason of the happening of a contingency) are at the time beneficially owned, or the management of which is otherwise controlled, directly, or indirectly through one or more intermediaries, or both, by such Person.

        "Support Obligation" means, as to any Person, (a) any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing any Debt or other obligation payable or performable by another Person (the "primary obligor") in any manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Debt or other obligation, (ii) to

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purchase or lease property, securities or services for the purpose of assuring the obligee in respect of such Debt or other obligation of the payment or performance of such Debt or other obligation, (iii) to maintain working capital, equity capital or any other financial statement condition or liquidity or level of income or cash flow of the primary obligor so as to enable the primary obligor to pay such Debt or other obligation, or (iv) entered into for the purpose of assuring in any other manner the obligee in respect of such Debt or other obligation of the payment or performance thereof or to protect such obligee against loss in respect thereof (in whole or in part), or (b) any Lien on any assets of such Person securing any Debt or other obligation of any other Person, whether or not such Debt or other obligation is assumed by such Person (or any right, contingent or otherwise, of any holder of such Debt to obtain any such Lien). The amount of any Support Obligation shall be deemed to be an amount equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such Support Obligation is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by the guaranteeing Person in good faith.

        "Swap Agreement" means any agreement with respect to any swap, forward, future or derivative transaction or option or similar agreement involving, or settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities, or economic, financial or pricing indices or measures of economic, financial or pricing risk or value or any similar transaction or any combination of these transactions; provided that no phantom stock or similar plan providing for payments only on account of services provided by current or former directors, officers, employees or consultants of the Issuer or any Subsidiary shall be a Swap Agreement.

        "Tax Distributions" means, with respect to any taxable year or portion thereof that the Issuer is treated as a partnership or "disregarded entity" for federal income tax purposes or is part of a consolidated, combined or similar group for income Tax purposes of which Parent Guarantor or another direct or indirect parent of the Issuer is the common parent (a "Tax Group"), cash distributions paid by the Issuer to Parent Guarantor (or to another direct or indirect parent of the Issuer that is the common parent) in respect of (a) where the Issuer is treated as a partnership for federal income tax purposes, the income Tax liabilities of Parent Guarantor (or, where the Parent Guarantor is treated as a partnership or disregarded entity for federal income tax purposes, the direct and/or indirect owners of the Parent Guarantor) attributable to the taxable income of the Issuer or (b) where the Issuer is part of a Tax Group (or is treated as a "disregarded entity" owned by a member of a Tax Group), the income Tax liabilities of the Tax Group attributable to the taxable income of the Issuer and its Subsidiaries included in the Tax Group, as the case may be (in each case, including, any estimates thereof and any Tax deficiencies or other subsequent adjustments to such Tax liabilities); provided that such distributions in respect of any taxable year of the Issuer or portion thereof shall be permitted to be of an amount equal to, but shall not exceed, the income Taxes that the Issuer and/or such Subsidiaries (as applicable) would have paid on a standalone basis (or as a standalone Tax Group) (assuming for this purpose that the Issuer is treated as a domestic corporation for federal income tax purposes), reduced by any such income Taxes paid or payable directly by the Issuer and/or its Subsidiaries (including, any estimates thereof and any tax deficiencies or other subsequent adjustments to such liabilities) and; provided, further that payments under clause (a) or (b) for any taxable year may be made on a quarterly basis to permit the direct and/or indirect equity owners of Issuer to make any required estimated income tax payments and, to the extent that such quarterly distributions exceed the maximum amount ultimately permitted under clause (a) or (b) with respect to such taxable year (based on the actual taxable income for the full taxable year), such excess shall reduce dollar for dollar the distributions permitted under clause (a) or (b) in respect of the immediately subsequent taxable year (and, if necessary, future taxable years).

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        "Taxes" means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, fines, additions to tax or penalties applicable thereto.

        "Temporary Cash Investments" means any of the following:

        (a)   securities issued or directly and fully guaranteed or insured by the United States or any agency or instrumentality thereof (provided that the full faith and credit of the United States is pledged in support thereof) having maturities of not more than twelve months from the date of acquisition,

        (b)   U.S. Dollar-denominated time deposits and certificates of deposit of (i) any lender under the Credit Agreement, (ii) any domestic commercial bank of recognized standing having capital and surplus in excess of $500.0 million or (iii) any bank whose short-term commercial paper rating from S&P is at least A-1 or the equivalent thereof or from Moody's is at least P-1 or the equivalent thereof (collectively, an "Approved Bank"), in each case with maturities of not more than 364 days from the date of acquisition,

        (c)   commercial paper and variable or fixed rate notes issued by any Approved Bank (or by the parent company thereof) or any variable rate notes issued by, or guaranteed by, any domestic corporation rated A-1 (or the equivalent thereof) or better by S&P or P-1 (or the equivalent thereof) or better by Moody's and maturing within twelve months of the date of acquisition,

        (d)   repurchase agreements entered into by any Person with a bank or trust company or recognized securities dealer having capital and surplus in excess of $500.0 million for direct obligations issued by or fully guaranteed by the United States in which such Person shall have a perfected first priority security interest (subject to no other Liens) and having, on the date of purchase thereof, a fair market value of at least one hundred percent (100%) of the amount of the repurchase obligations,

        (e)   Investments (classified in accordance with GAAP as current assets) in money market investment programs registered under the Investment Company Act of 1940 that are administered by reputable financial institutions having capital of at least $500.0 million and the portfolios of which are limited to Investments of the character described in the foregoing subclauses hereof, and

        (f)    other short-term investments utilized by Foreign Restricted Subsidiaries in accordance with normal investment practices for cash management in investments of a type analogous to the foregoing.

        "Time Share Receivables" means notes receivable arising from the financing of the sale of timeshare intervals and fractional products to a retail customer, together with any assets related thereto, including, without limitation, all contracts and contract rights, purchase orders, security interests, financing statements or other documentation in respect of such notes receivable.

        "Transactions" means the incurrence of the notes, the related debt repayments and payment of fees and expenses related thereto.

        "Treasury Rate" means, as obtained by the Issuer, as of any Redemption Date, the yield to maturity as of such Redemption Date of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) that has become publicly available at least two Business Days prior to the Redemption Date (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from such Redemption Date to April 15, 2018; provided, however, that if the period from such Redemption Date to April 15, 2018 is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year will be used.

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        "Unrestricted Subsidiary" means:

        (a)   any Subsidiary of the Issuer that is designated after the Issue Date as an Unrestricted Subsidiary as permitted or required pursuant to the covenant described under "—Certain Covenants—Designation of Restricted and Unrestricted Subsidiaries" and is not thereafter redesignated as a Restricted Subsidiary as permitted pursuant thereto; and

        (b)   any Subsidiary of an Unrestricted Subsidiary.

        "U.S. Dollar" or "$"means the lawful currency of the United States.

        "U.S. Subsidiary" means any direct or indirect Subsidiary of the Issuer that is organized under the laws of any state of the United States or the District of Columbia.

        "Voting Stock" of any Person means all classes of Capital Stock or other interests (including partnership interests) of that Person then outstanding and normally entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof.

        "Wholly Owned" means a Subsidiary all the Voting Stock of which (except directors' qualifying shares) is at that time owned, directly or indirectly, by the Issuer and its other Wholly Owned Restricted Subsidiaries.

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BOOK-ENTRY; DELIVERY AND FORM

        Except as set forth below, new notes will be issued in registered, global form in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. New notes will be issued at the closing of the exchange offer only against surrender of old notes.

        The new notes initially will be represented by one or more notes in registered, global form without interest coupons attached (the "Global Note"). On the date of the closing of the exchange offer, the Global Note will be deposited with the Trustee as custodian for The Depository Trust Company, or DTC, in New York, New York, and registered in the name of DTC or its nominee, in each case for credit to an account of a direct or indirect participant in DTC as described below.

        Unless definitive new notes are issued, the Global Note may be transferred, in whole and not in part, only to another nominee of DTC or to a successor of DTC or its nominee. Beneficial interests in the Global Note may be exchanged for Notes in certificated form. See "—Exchange of Global Note for Certificated Notes."

        Ownership of interests in the Global Note ("Book-Entry Interests") will be limited to persons that have accounts with DTC, or persons that hold interests through such Participants (as defined below). Except under the limited circumstances described below, beneficial owners of Book-Entry Interests will not be entitled to physical delivery of new notes in definitive form.

        Book-Entry Interests will be shown on, and transfers thereof will be effected only through, records maintained in book-entry form by DTC or DTC's nominees and Participants. In addition while the new notes are in global form, holders of Book-Entry Interests will not be considered the owners or "holders" of new notes for any purpose. So long as the new notes are held in global form, DTC or its nominees will be considered the sole holders of the Global Note for all purposes under the Indenture. In addition, Participants must rely on the procedures of DTC and Indirect Participants (as defined below) must rely on the procedures of DTC and the Participants through which they own Book-Entry Interests to transfer their interests or to exercise any rights of holders under the indenture. Transfers of beneficial interests in the Global Note will be subject to the applicable rules and procedures of DTC and its Participants or Indirect Participants, which may change from time to time.

Depository Procedures

        The following description of the operations and procedures of DTC is provided solely as a matter of convenience. These operations and procedures are solely within the control of DTC and are subject to change. Neither we nor the trustee take any responsibility for or are liable for these operations and procedures, including the records relating to Book-Entry Interests, and we urge investors to contact DTC or its Participants directly to discuss these matters.

        DTC has advised the Issuer that DTC is a limited-purpose trust company created to hold securities for its participating organizations (collectively, the "Participants") and to facilitate the clearance and settlement of transactions in those securities between Participants through electronic book-entry changes in accounts of its Participants. The Participants include securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations. Access to DTC's system is also available to other entities such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a Participant, either directly or indirectly (collectively, the "Indirect Participants"). Persons who are not Participants may beneficially own securities held by or on behalf of DTC only through the Participants or the Indirect Participants. The ownership interests in, and transfers of ownership interests in, each security held by or on behalf of DTC are recorded on the records of the Participants and Indirect Participants.

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        DTC has also advised the Issuer that, pursuant to procedures established by it:

        1)    upon deposit of the Global Note, DTC will credit the accounts of Participants pursuant to the corresponding letters of transmittal with portions of the principal amount of the Global Note; and

        (2)   ownership of these interests in the Global Note will be shown on, and the transfer of ownership thereof will be effected only through, records maintained by DTC (with respect to the Participants) or by the Participants and the Indirect Participants (with respect to other owners of beneficial interest in the Global Note).

        All interests in a Global Note may be subject to the procedures and requirements of DTC. The laws of some jurisdictions, including certain states of the United States, require that certain Persons take physical delivery in definitive form of securities that they own. Consequently, the ability to transfer beneficial interests in a Global Note to such Persons will be limited to that extent. Because DTC can act only on behalf of Participants, which in turn act on behalf of themselves and Indirect Participants, the ability of a Person having beneficial interests in a Global Note to pledge or transfer such interests to Persons that do not participate in the DTC system, or otherwise take actions in respect of such interests, may be affected by the lack of a physical certificate evidencing such interests.

        Except as described below, owners of interests in the Global Note will not have Notes registered in their names, will not receive physical delivery of Notes in certificated form and will not be considered the registered owners or "Holders" thereof under the Indenture for any purpose.

        Payments in respect of the principal of, and interest and premium on a Global Note registered in the name of DTC or its nominee will be payable to DTC in its capacity as the registered Holder of the Global Note under the Indenture. Under the terms of the Indenture, the Issuer and the Trustee will treat the Persons in whose names the Notes, including the Global Note, are registered as the owners thereof for the purpose of receiving payments and for all other purposes. Consequently, neither the Issuer, the Trustee nor any agent of the Issuer or the Trustee has or will have any responsibility or liability for:

        (1)   any aspect of DTC's records or any Participant's or Indirect Participant's records relating to or payments made on account of beneficial ownership interest in the Global Note or for maintaining, supervising or reviewing any of DTC's records or any Participant's or Indirect Participant's records relating to the beneficial ownership interests in the Global Note; or

        (2)   any other matter relating to the actions and practices of DTC or any of its Participants or Indirect Participants.

        DTC has advised the Issuer that its current practice, upon receipt of any payment in respect of securities such as the Notes (including principal and interest), is to credit the accounts of the relevant Participants with the payment on the payment date unless DTC has reason to believe it will not receive payment on such payment date. Each relevant Participant is credited with an amount proportionate to its beneficial ownership of an interest in the principal amount of the relevant security as shown on the records of DTC. Payments by the Participants and the Indirect Participants to the beneficial owners of Notes will be governed by standing instructions and customary practices and will be the responsibility of the Participants or the Indirect Participants and will not be the responsibility of DTC, the Trustee or the Issuer. Neither the Issuer nor the Trustee will be liable for any delay by DTC or any of its Participants in identifying the beneficial owners of the Notes, and the Issuer and the Trustee may conclusively rely on and will be protected in relying on instructions from DTC or its nominee for all purposes.

        Transfers between Participants in DTC will be effected in accordance with DTC's procedures and will be settled in same-day funds.

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        DTC has advised the Issuer that it will take any action permitted to be taken by a Holder of Notes only at the direction of one or more Participants to whose account DTC has credited the interests in the Global Note and only in respect of such portion of the aggregate principal amount of the Notes as to which such Participant or Participants has or have given such direction. However, if there is an Event of Default under the Notes, DTC reserves the right to exchange the Global Note for legended Notes in certificated form, and to distribute such Notes to its Participants.

        Although DTC has agreed to the foregoing procedures to facilitate transfers of interests in the Global Note among Participants in DTC, DTC is under obligation to perform or to continue to perform such procedures, and may discontinue such procedures at any time. Neither the Issuer nor the Trustee nor any of their respective agents will have any responsibility for the performance by DTC or its Participants or Indirect Participants of their respective obligations under the rules and procedures governing DTC's operations.

Exchange of Global Note for Certificated Note

        A Global Note is exchangeable for definitive notes in registered certificated form ("Certificated Notes") if:

        (1)   DTC (a) notifies the Issuer that it is unwilling or unable to continue as depositary for the Global Note or (b) has ceased to be a clearing agency registered under the Exchange Act, and in each case the Issuer fails to appoint a successor depositary within 90 days after the date of notice from DTC;

        2)    the Issuer, at its option, notifies the Trustee in writing that it elects to cause the issuance of the Certificated Notes; or

        (3)   there shall have occurred and be continuing a Default or Event of Default with respect to the Notes and the Trustee or holders of a majority of the aggregate principal amount of the Notes so requests.

        In addition, beneficial interests in a Global Note may be exchanged for Certificated Notes upon prior written notice given to the Trustee by or on behalf of DTC in accordance with the Indenture. In all cases, Certificated Notes delivered in exchange for any Global Note or beneficial interests in the Global Note will be registered in the names, and issued in any approved denominations, requested by or on behalf of the depositary (in accordance with its customary procedures).

Exchange of Certificated Notes for Global Note

        Certificated Notes may not be exchanged for beneficial interests in the Global Note unless the transferor first delivers to the Trustee a written certificate (in the form provided in the Indenture) to the effect that such transfer will comply with the appropriate transfer restrictions applicable to such Notes.

Same Day Settlement and Payment

        The Issuer will make payments in respect of the Notes represented by the Global Note (including principal, premium, if any, and interest) by wire transfer of immediately available funds to the accounts specified by the Global Note Holder. The Issuer will make all payments of principal, interest and premium with respect to Certificated Notes by wire transfer of immediately available funds to the accounts specified by the holders thereof or, if no such account is specified, by mailing a check to each such holder's registered address. The Notes represented by the Global Note are expected to trade in DTC's Same-Day Funds Settlement System, and any permitted secondary market trading activity in such Notes will, therefore, be required by DTC to be settled in immediately available funds. The Issuer expects that secondary trading in any Certificated Notes will also be settled in immediately available funds.

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CERTAIN MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES

        The following discussion summarizes the material U.S. federal income tax consequences of an exchange of old notes for new notes pursuant to this exchange offer. This discussion is based upon the provisions of the Internal Revenue Code of 1986, as amended, the Treasury regulations promulgated thereunder, judicial authority and administrative interpretations, all as of the date hereof and all of which are subject to change, possibly with retroactive effect, or different interpretations. This discussion does not address all of the tax considerations that may be relevant to a particular holder in light of the holder's circumstances, or to certain categories of holders that may be subject to special rules. This summary does not consider any tax consequences arising under U.S. alternative minimum tax law, U.S. federal gift and estate tax law or under the laws of any foreign, state, local or other jurisdiction. Each holder should consult its own independent tax advisor regarding its particular situation and the U.S. federal, state, local and foreign tax consequences of exchanging the old notes for new notes and purchasing, holding and disposing of the new notes, including the consequences of any proposed change in applicable laws.

        The exchange of old notes for new notes in the exchange offer will not constitute a taxable event for U.S. federal income tax purposes. Consequently, for such purposes, a holder will not recognize gain upon receipt of a new note in exchange for an old note in the exchange offer, the holder's adjusted tax basis (and adjusted issue price) in the new note received in the exchange offer will be the same as its adjusted tax basis (and adjusted issue price) in the corresponding old note immediately before the exchange, and the holder's holding period in the new note will include its holding period in the old note.

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PLAN OF DISTRIBUTION AND SELLING RESTRICTIONS

        The exchange offer is not being made to, nor will we accept surrenders of old notes for exchange from, holders of old notes in any jurisdiction in which the exchange offer or the acceptance thereof would not be in compliance with the securities or blue sky laws of such jurisdiction.

        The distribution of this prospectus and the offer and sale of the new notes may be restricted by law in certain jurisdictions. Persons who come into possession of this prospectus or any of the new notes must inform themselves about and observe any such restrictions. You must comply with all applicable laws and regulations in force in any jurisdiction in which you purchase, offer or sell the new notes or possess or distribute this prospectus and, in connection with any purchase, offer or sale by you of the new notes, must obtain any consent, approval or permission required under the laws and regulations in force in any jurisdiction to which you are subject or in which you make such purchase, offer or sale.

        Based on interpretations by the SEC set forth in no-action letters issued to third parties, we believe that you may resell or otherwise transfer new notes issued in the exchange offer without complying with the registration and prospectus delivery provisions of the Securities Act, if:

•

you are not our affiliate within the meaning of Rule 405 of the Securities Act;

•

you are not participating, and you have no arrangement or understanding with any person to participate in a distribution (within the meaning of the Securities Act) of the new notes in violation of the provisions of the Securities Act;

•

if you are a broker dealer, you have not entered into any arrangement or understanding with us or any of our affiliates to distribute the new notes; and

•

you are acquiring the new notes in the ordinary course of your business.

        If you are our affiliate, or are engaging in, or intend to engage in, or have any arrangement or understanding with any person to participate in, a distribution of the new notes, or are not acquiring the new notes in the ordinary course of your business:

•

You cannot rely on the position of the SEC set forth in Morgan Stanley & Co. Incorporated (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the SEC's letter to Shearman & Sterling, dated July 2, 1993, and similar no-action letters; and

•

in the absence of an exception from the position stated immediately above, you must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale of the new notes.

        This prospectus may be used for an offer to resell, resale or other transfer of new notes only as specifically set forth in this prospectus. With regard to broker-dealers, only broker-dealers that acquired the outstanding old notes as a result of market-making activities or other trading activities may participate in the exchange offer. Each broker-dealer that receives new notes for its own account in exchange for outstanding old notes, where such outstanding old notes were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of the new notes. Please read "Plan of Distribution and Selling Restrictions" for more details regarding the transfer of new notes. Each broker-dealer that receives new notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such new notes. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of new notes received in exchange for old notes where such old notes were acquired as a result of market-making activities or other trading activities.

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        The Issuer and the guarantors will not receive any proceeds from any sale of new notes by broker-dealers. New notes received by broker-dealers for their own account pursuant to the exchange offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the new notes or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or at negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or the purchasers of any such new notes. Any broker-dealer that resells new notes that were received by it for its own account as a result of market-making activities or other trading activities pursuant to the exchange offer and any broker or dealer that participates in a distribution of such new notes may be deemed to be an "underwriter" within the meaning of the Securities Act, and any profit of any such resale of new notes and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The letter of transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act.

        The Issuer and the guarantors have agreed to pay all expenses incident to the exchange offer (including the expenses of one counsel for the holders of old notes) other than commissions or concessions of any brokers or dealers and will indemnify the holders of old notes (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.

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LEGAL MATTERS

        The validity of the new notes offered hereby will be passed upon for us by Holland & Knight LLP, Fort Lauderdale, Florida.

EXPERTS

        The consolidated financial statements of ILG and its subsidiaries appearing in Interval Leisure Group, Inc.'s Annual Report (Form 10-K) for the year ended December 31, 2015 (including the schedule appearing therein), and the effectiveness of Interval Leisure Group, Inc. and subsidiaries' internal control over financial reporting as of December 31, 2015 have been audited by Ernst & Young LLP, independent registered public accounting firm, as set forth in their reports thereon, included therein, and incorporated herein by reference. Such consolidated financial statements are incorporated herein by reference in reliance upon such reports given on the authority of such firm as experts in accounting and auditing.

        The combined financial statements of the Vistana Signature Experiences, Inc. (Vistana Vacation Ownership Business) as of December 31, 2015 and 2014, and for each of the three years in the period ended December 31, 2015, beginning on page F-1 of the prospectus filed by ILG with the SEC on March 18, 2016 have been audited by Ernst & Young LLP, independent registered public accounting firm, as set forth in their report appearing thereon, and incorporated herein by reference. Such combined financial statements are incorporated herein by reference in reliance upon such report given on the authority of such firm as experts in accounting and auditing.

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Interval Acquisition Corp.

Offer to Exchange

$350,000,000 principal amount of 5.625% Senior Notes due 2023, which have been registered under the Securities Act, for any and all of our outstanding 5.625% Senior Notes due 2023

PROSPECTUS

                , 2016

        Each broker-dealer that receives exchange notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such exchange notes. By so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of exchange notes received in exchange for restricted notes where such restricted notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. In addition, until                , 2016, all dealers effecting transactions in the exchange notes may be required to deliver a prospectus.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20.    Indemnification of Officers and Directors

Delaware Entities

        The following registrants are corporations incorporated in the state of Delaware: Interval Leisure Group, Inc., Interval Acquisition Corp., Aqua-Aston Holdings, Inc., Aqua Hospitality LLC, Aqua Hotels and Resorts, Inc., Aqua Hotels and Resorts Operator LLC, CDP GP, Inc., CDP Investors, L.P., Cerromar Development Partners GP, Inc., Cerromar Development Partners, L.P., S.E., Grand Aspen Holdings, LLC, Grand Aspen Lodging, LLC, Highlands Inn Investors II, L.P., HT-Highlands, Inc., HTS-BC, L.L.C., HTS-Beach House, Inc., HTS-Beach House Partner, L.L.C., HTS-Coconut Point, Inc., HTS-Ground Lake Tahoe, Inc., HTS-Key West, Inc.; HTS-KW, Inc., HTS-Lake Tahoe, Inc., HTS-Loan Servicing, Inc., HTS-Main Street Station, Inc., HTS-San Antonio, L.P., HTS-San Antonio, Inc., HTS-Sedona, Inc., HTS-Sunset Harbor Partner, L.L.C., HTS-Windward Pointe Partner L.L.C., HV Global Group, Inc., HV Global Management Corporation, HVC-Highlands, L.L.C., IIC Holdings, Incorporated, Interval Holdings, Inc., Management Acquisition Holdings, LLC, Resort Sales Services, Inc.; Vacation Ownership Lending GP, Inc., Vacation Ownership Lending, L.P., VOL GP, Inc., VOL Investors, L.P., Windward Pointe II, L.L.C.

        Section 145 of the Delaware General corporation Law ("DGCL") provides that a corporation may indemnify directors and officers as well as other employees and individuals against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, in which such person is made a party by reason of the fact that the person is or was a director, officer, employee or agent of the corporation (other than an action by or in the right of the corporation—a "derivative action"), if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person's conduct was unlawful. A similar standard is applicable in the case of derivative actions, except that indemnification only extends to expenses (including attorneys' fees) incurred in connection with the defense or settlement of such action, and the statute requires court approval before there can be any indemnification where the person seeking indemnification has been found liable to the corporation. The statute provides that it is not exclusive of other indemnification that may be granted by a corporation's by-laws, disinterested director vote, stockholder vote, agreement or otherwise.

        The certificates of incorporation of Aqua-Aston Holdings, Inc., HT-Highlands, Inc., HTS-Key West, Inc., HTS-Lake Tahoe, Inc., HV Global Group, Inc., HV Global Management Corporation, IIC Holdings, Incorporated, CDP GP, Inc., Cerromar Development Partners, GP, Inc., HTS-Beach House, Inc., HTS-Coconut Point, Inc., HTS-Ground Lake Tahoe, Inc., HTS-KW, Inc., HTS-Loan Servicing, Inc., HTS-Main Street Station, Inc., HTS-Sedona, Inc., HTS-San Antonio, Inc., Interval Holdings, Inc., Vacation Ownership Lending, GP, Inc. and VOL GP, Inc., the amended and restated certificates of incorporation of Interval Acquisition Corp. and Interval Leisure Group, Inc., and the second amended and restated certificate of incorporation of Aqua Hotels and Resorts, Inc. each provide that no director shall be liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent such exemption from liability or limitation on liability is not permitted under the DGCL, as now in effect or as amended. Currently, Section 102(b)(7) of the DGCL requires that liability be imposed for the following:

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any breach of the director's duty of loyalty to the corporation or its stockholders;

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any act or omission not in good faith or which involved intentional misconduct or a knowing violation of law;

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unlawful payments of dividends or unlawful stock repurchases or redemptions as provided in Section 174 of the DGCL; and

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any transaction from which the director derived an improper personal benefit.

        The certificates of incorporation of Aqua-Aston Holdings, Inc., IIC Holdings, Incorporated and Interval Holdings, Inc., the amended and restated certificates of incorporation of Interval Leisure Group, Inc. and Interval Acquisition Corp. and the second amended and restated certificate of incorporation of Aqua Hotels and Resorts, Inc., also specifically provide that any repeal or amendment of such indemnification provisions shall not adversely affect the right or protection of a director existing prior to the time of such repeal or amendment.

        The certificates of incorporation of HT-Highlands, Inc., HV Global Group, Inc., HTS-Key West, Inc., HV Global Management Corporation,, HTS-Beach House, Inc., HTS-Coconut Point, Inc., HTS-Ground Lake Tahoe, Inc., HTS-KW, Inc., HTS-Lake Tahoe, Inc., HTS-Loan Servicing, Inc., HTS-Main Street Station, Inc., HTS-Sedona, Inc., Vacation Ownership Lending GP, Inc., and VOL GP, Inc. provide that they shall, to the fullest extent permitted by Section 145 of the DGCL, indemnify all persons whom it may indemnify pursuant thereto.

        The amended and restated certificate of incorporation of Interval Acquisition Corp., and the second amended and restated certificate of incorporation of Aqua Hotels and Resorts, Inc., further provide that the corporation shall indemnify any person who was or is a party or is threatened to be made a party to, or testifies in, any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative in nature, by reason of the fact that such person, or a person of whom he or she is the legal representative, is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director or officer of any other corporation, partnership, joint venture, employee benefit plan, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding to the full extent permitted by law. Interval Holdings, Inc.'s Certificate of Incorporation provides that the corporation shall have the power to provide the foregoing indemnification. Notwithstanding the foregoing, the Interval Acquisition Corp.'s Amended and Restated Certificate of Incorporation further provides that it shall only indemnify persons seeking indemnification as provided in this paragraph in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the Board of Directors.

        The certificate of incorporation of Aqua-Aston Holdings, Inc. provides that the corporation shall indemnify each person who was or is a party or is threatened to be made a party to, or is involved in any action, suit or proceeding, whether civil, criminal administrative or investigative, by reason of the fact that such person, or a person of whom she is the legal representative, is or was a director or officer of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, employee benefit plan, trust or other enterprise against all expense, liability and loss (including attorneys' fees, judgments, fines, amounts paid or to be paid in settlement, and excise taxes or penalties arising under the Employee Retirement Income Security Act of 1974) reasonably incurred by such person in connection with such action, suit or proceeding to the full extent permitted by law. Notwithstanding the foregoing, the certificate of incorporation of Aqua-Aston Holdings, Inc. further provides that it shall only indemnify persons seeking indemnification as provided in this paragraph in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the Board of Directors.

        Interval Leisure Group, Inc.'s Amended and Restated By-laws provide that, to the fullest extent authorized by the DGCL, as now in effect or as amended, it shall indemnify any person who was or is a party or is threatened to be made a party to any action, suit or proceeding by reason of the fact that

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such person, or a person of whom he or she is the legal representative, is or was a director or officer of the corporation, or by reason of the fact such person, or a person of whom he or she is the legal representative is or was serving, at the corporation's request, as a director, officer, or trustee of another corporation or of a partnership, joint venture, trust, employee benefit plan or other enterprise. To the extent authorized by the DGCL, Interval Leisure Group, Inc. will indemnify such persons against all expenses, liability and loss (including attorneys' fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred by such persons in connection with such service. Notwithstanding the foregoing, Interval Leisure Group, Inc. shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by its Board of Directors. IIC Holdings, Incorporated's By-laws provide the same indemnification rights as described in the proceeding sentences with respect to Interval Leisure Group, Inc.'s By-laws.

        Aqua Hotels and Resorts, Inc.'s By-laws provide that it will indemnify the officers and directors against all expenses (including attorneys' fees) judgments, fines and amounts paid in settlement actually and reasonably incurred by such persons in any action, suit or proceeding, to the extent such amounts may be indemnified under applicable laws, and pay to any officer or director, in advance of the final disposition of any civil or criminal action, suit or proceeding, the expenses incurred by such officer or director in defending such action, suit or proceeding.

        The by-laws of CDP GP, Inc., Cerromar Development Partners GP, Inc., Vacation Ownership Lending GP, Inc. and VOL GP, Inc. provide that officers and directors shall be entitled to the rights of indemnification if by reason of such officer or director's corporate status he is, or is threatened to be made, a party to any threatened, pending or completed proceeding, other than a proceeding by or in the right of the corporation. In this situation, such officer or director will be indemnified against expenses, judgements, penalties, fines and amounts paid in settlement actually and reasonably incurred by him or on his behalf in connection with such proceeding or any claim, issue or matter therein, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal proceeding, had no reasonable cause to believe his conduct was unlawful. The by-laws of CDP GP, Inc., Cerromar Development Partners GP, Inc., Vacation Ownership Lending GP, Inc. and VOL GP, Inc. further provide that officers and directors shall be entitled to the rights of indemnification if by reason of such officer or director's corporate status he is, or is threatened to be made, a party to any threatened, pending or completed proceeding brought by or in the right of the corporation to procure a judgment in its favor. In this situation, such officer or director will be indemnified against expenses actually and reasonably incurred by him or on his behalf in connection with such proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation. Notwithstanding the foregoing, no indemnification against such expenses shall be made in respect of any claim, issue or matter in such proceeding as to which indemnitee shall have been adjudged to be liable to the corporation if applicable law prohibits such indemnification; provided however, that if applicable law so permits, indemnification against expenses shall nevertheless be made by the corporation in such event and only to the extent that the Court of Chancery of the State of Delaware, or in the court in which such proceeding shall have been brought or is pending, shall determine.

        The by-laws of HT-Highlands, Inc., HTS-Beach House, Inc., HTS- Coconut Point, Inc., HTS-Ground Lake Tahoe, Inc., HTS-Key West Inc., HTS-KW, Inc., HTS- Lake Tahoe, Inc., HTS-Loan Servicing, Inc., HTS-Main Street Station, Inc., HTS-San Antonio, Inc., and HTS-Sedona, Inc. provide for indemnification of its officers and directors to the extent permitted by the Delaware General Corporation Law. The bylaws of Interval Acquisition Corp., Interval Holdings, Inc. and Resort Sales Services, Inc. contain no provisions related to indemnification and, accordingly, the indemnification rights of its directors and officers are determined by the provisions described above.

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        The second amended and restated limited liability company operating agreement of Grand Aspen Holdings, LLC and the limited liability company operating agreements of Grand Aspen Lodging, LLC, HTS-BC, L.L.C., HTS-Beach House Partner, L.L.C. and HTS-Maui, L.L.C. provide that no officer or director shall be liable to the company or to any member (or to any affiliate thereof), for any losses, claims, damages, liabilities or expenses, including but not limited to reasonable attorney's fees, asserted against, incurred by the respective company or by any member (or by any affiliate thereof) in connection with any action taken or omitted by such officer or director within the scope of the authority conferred upon such officer or director by the applicable limited liability company agreement or the Delaware LLC act, provided that such officer or director shall have acted in good faith and in the belief that such act or omission was in the best interests of the company and that such officer or director shall not have engaged in fraud, willful misconduct or gross negligence and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The company indemnifies, holds harmless and agrees to defend each officer and director from and against any damages asserted by any person (whether against the company, any member or such director or officer) or otherwise incurred by such director or officer by reason of any act performed by such director or officer in accordance with the standards set forth in above or in enforcing the indemnities above.

        The limited liability company operating agreements of HTS-Sunset Harbor Partner, L.L.C. and HTS-Windward Pointe Partner, L.L.C. provide that no officer or director shall be liable to the company or to any member (or to any affiliate thereof) for any losses, claims, damages, liabilities or expenses, including but not limited to reasonable attorney's fees, asserted against, incurred by the company or by any member (or by any affiliate thereof) in connection with any action taken or omitted by such officer or director within the scope of the authority conferred upon such officer or director by the limited liability company agreement or the Delaware LLC act, provided that such officer or director shall have acted in good faith and in the belief that such act or omission was in the best interests of the company and that such officer or director shall not have engaged in fraud, willful misconduct or gross negligence and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The company indemnifies, holds harmless and agrees to defend each officer and director from and against any damages asserted by any person (whether against the company, any member or such director or officer) or otherwise incurred by such director or officer by reason of any act performed by such director or officer in accordance with the standards set forth in above or in enforcing the indemnities above. Notwithstanding anything to the contrary contained in the respective limited liability company agreements, the member shall have no personal liability with respect to the indemnities described above and any such indemnities shall be satisfied solely out of the assets of the company. The limited liability company agreement further provides that expenses incurred in defending a civil or criminal action, suit, or proceeding shall be paid out of company funds in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by the indemnified person to repay such amount unless it shall ultimately be determined that it is entitled to be indemnified by the company. Notwithstanding anything to the contrary contained in the respective limited liability company agreements, the member shall have no personal liability with respect to the indemnities described above and any such indemnities shall be satisfied solely out of the assets of the company. The limited liability company agreement further provides that expenses incurred in defending a civil or criminal action, suit, or proceeding shall be paid out of company funds in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by the indemnified person to repay such amount unless it shall ultimately be determined that it is entitled to be indemnified by the company.

        The Amended and Restated Limited Liability Company Agreement of Aqua Hospitality LLC and the Limited Liability Company Agreement of Management Acquisition Holdings, LLC provide that the company will indemnify and hold harmless the member, each manager and any and all of the member's affiliates (each an "indemnitee"), to the extent of their assets, for, from and against any liability,

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damage, cost, expense, loss, claim or judgment incurred by the indemnitee arising out of any claim based upon acts performed or omitted to be performed by the indemnitee in connection with the business of the company, including without limitation, attorneys' fees and costs incurred by the indemnitee in settlement of defense of such claims. Each agreement further provides that notwithstanding the forgoing, no indemnitee shall be so indemnified, defended or held harmless for claims based upon act or omissions in breach of the respective limited liability company agreement or which constitute fraud, gross negligence or willful misconduct.

        The limited liability company operating agreement of Aqua Hotels and Resorts Operator LLC provides that it shall indemnify, defend and hold harmless the managing member and each authorized person from and against any and all claims, demands, liabilities and expenses (including attorneys' fees and any amounts expended in the settlement of any such claim, demand, liability or expense) to the maximum extent permitted under the LLC Act, except to the extent that any such claims, demands, liabilities or expenses arise as a result of the willful misconduct, gross negligence, intentional disregard of the terms of the LLC Agreement or fraud of the managing member or authorized person of the company, as the case may be. The company shall advance to the indemnified party the amount of such expenses and fees at the time they become due, unless the managing member makes a good faith reasonable determination that such indemnified party will not be entitled to indemnification according to the standard set forth above. If expenses have been advanced to the indemnified party and it is ultimately determined that such indemnified party did not meet the above standard then the amounts to the indemnified party shall be repaid by such indemnified party.

        The limited liability company operating agreements of HTS-San Antonio, L.L.C. and Windward Pointe II, L.L.C. provide that the company shall indemnify, defend and hold harmless the member and the officers from and against any claims, causes of action, costs or expenses, including but not limited to reasonable attorneys fees, asserted against such person or incurred by such person in such capacity arising out of such person's status as such to the fullest extent permitted by law.

        The partnership agreements of CDP Investors, L.P., Cerromar Development Partners, L.P., S.E. and VOL Investors, L.P., contain no provisions related to indemnification and, accordingly, the indemnification rights of the directors and officers are determined by the provisions described above.

        The Partnership Agreement of Highlands Inn Investors II, L.P. provides that it will indemnify and hold harmless the general partner and each of its officers, directors, shareholders, employees, agents and affiliates against any loss, expense, damage or injury suffered by any such person by reason of any acts, omissions or alleged acts or omissions arising out its or their activities on behalf of the partnership or in furtherance of the interests of the partnership including, but not limited to, any judgment, award, settlement, reasonable attorney's fees and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceedings or claims, provided that the acts, omissions or alleged acts or omissions upon which such actual or threatened action, proceeding or claims are based were in good faith and were not performed or omitted in bad faith or as a result of gross negligence by or the willful misconduct of such indemnified party.

        The Partnership Agreement of HTS-San Antonio, L.P. provides that neither the general partner nor any person acting on its behalf pursuant to the Partnership Agreement shall be liable, responsible, or accountable in damages or otherwise to the partnership or to any partner for any acts or omissions performed or omitted to be performed by them within the scope of the authority conferred upon the general partner by the Partnership Agreement and the Delaware Revised Uniform Limited Partnership Act, provided that the general partner's conduct or omission to act was taken in good faith and in the belief that such conduct or omission was in the best interests of the Partnership and, provided further, that the general partner shall not be guilty of fraud, willful misconduct or gross negligence. The partnership will indemnify and hold harmless the general partner and its affiliates and any individual acting on their behalf from any loss, damage, claim or liability including, but not limited to, reasonable

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attorneys' fees and expenses incurred by them by reason of any act performed by them in accordance with the standards above or in enforcing the provisions of this indemnity, provided, however, no partner shall have any personal liability with respect to the foregoing indemnification liabilities, any such indemnification to be satisfied solely out of the assets of the partnership, it being understood and agreed that a deficit balance in the capital account of a partner shall not be deemed an asset of the partnership for these purposes.

Florida Entities

        The following registrants are business entities formed under Florida law: Aston Hotels & Resorts Florida, LLC, Beach House Development Partnership; HV Global Marketing Corporation, HVO Key West Holdings, Inc., ILG International Holdings, Inc., ILG Management, LLC, International Holdings, Inc., Interval International, Inc., Interval Resort & Financial Services, Inc., Interval Software Services, LLC, Key Wester Limited, Resort Management Finance Services, Inc., S.O.I. Acquisition Corp., Sunset Harbor Development Partnership, Worldex Corporation and Worldwide Vacation & Travel, Inc.

        Under Section 607.0831 of the Florida Business Corporation Act (the "FBCA"), a director is not personally liable for monetary damages to the corporation or any other person for any statement, vote, decision, or failure to act regarding corporate management or policy unless:

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the director breached or failed to perform his duties as a director; and

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the director's breach of, or failure to perform, those duties constitutes:

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a violation of the criminal law, unless the director had reasonable cause to believe his conduct was lawful or had no reasonable cause to believe his conduct was unlawful;

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a transaction from which the director derived a direct or indirect improper personal benefit;

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a circumstance under which the liability provisions of §607.0834 relating to unlawful distributions are applicable;

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in a derivative action, conscious disregard for the best interest of the corporation or willful misconduct; or

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in a proceeding other than a derivative action or by a shareholder, recklessness or an act or omission which was committed in bad faith or with malicious purpose or in a manner exhibiting wanton and willful disregard of human rights, safety, or property.

        Under Section 607.0850 of the FBCA, a corporation may indemnify any person who was or is a party to any proceeding (other than a derivative action), due to serving as a director, officer, employee, or agent of the corporation or serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against liability incurred in connection with such proceeding if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.

        In addition, under Section 607.0850 of the FBCA, a corporation may indemnify any person, who was or is a party to any derivative action due to serving as director, officer, employee, or agent of the corporation or serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against expenses and amounts paid in settlement not exceeding, in the judgment of the board of directors, the estimated expense of litigating the proceeding to conclusion, actually and reasonably incurred in connection with the defense or settlement of such proceeding. Such indemnification is authorized if such person acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the

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corporation; however, no indemnification can be made in respect of any matter as to which such person is adjudged to be liable unless, and only to the extent that, the court in which such proceeding was brought, or any other court of competent jurisdiction, has determined that, despite the adjudication of liability but in view of all circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses.

        The FBCA provides that its indemnification and advancement provisions are not exclusive of any other or further indemnification or advancement of expenses arrangements under any bylaw, agreement, vote of shareholders or disinterested directors, or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office. However, no indemnification or advancement will be made to or on behalf of any director, officer, employee or agent if a final adjudication establishes that his actions, or omissions to act, were material to the cause of action so adjudicated and constitute: (i) a violation of the criminal law, unless the director, officer, employee or agent had reasonable cause to believe his conduct was lawful or had no reasonable cause to believe his conduct was unlawful; (ii) a transaction from which the director, officer, employee or agent derived an improper personal benefit; (iii) in the case of a director, a circumstance under which the liability provisions of Section 607.0834 regarding unlawful distributions are applicable; or (iv) willful misconduct or a conscious disregard for the best interests of the corporation in a derivative action or in a proceeding by or in the right of a shareholder.

        Under section 608.4229 of the Florida Limited Liability Company Act (FLLCA), a limited liability company may indemnify any member, manager or other person from and against any and all claims and demands unless a final adjudication establishes that the actions, or omissions to act, of such person were material to the cause of action adjudicated and constitute any of the following:

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a violation of criminal law, unless such person had no reasonable cause to believe such conduct was unlawful;

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a transaction from which such person derived an improper personal benefit;

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a circumstance under which the liability provisions of section 608.426 of the FLLCA regarding improper distributions of property and the impairment of capital are applicable; or

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willful misconduct or a conscious disregard for the best interests of the company in a derivative action or in a proceeding by or in the right of a member.

        The limited liability company operating agreements of Aston Hotels & Resorts Florida, LLC and ILG Management, LLC provide that the company will indemnify, defend and hold harmless the member, each manager and any and all of the member's affiliates (each, an "indemnitee"), to the extent of its assets, against any liability, damage, cost, expense, loss, claim or judgment incurred by the indemnitee arising out of any claim based upon acts performed or omitted to be performed by the indemnitee in connection with the business of the company, including without limitation, attorneys' fees and costs incurred by the indemnitee in settlement or defense of such claims. Notwithstanding the foregoing, no indemnitee shall be so indemnified, defended or held harmless for claims based upon acts or omissions in breach of the company's operating agreement or which constitute fraud, gross negligence or willful misconduct. Amounts incurred by an indemnitee in connection with any action or suit arising out of or in connection with company affairs shall be reimbursed by the company. No indemnitee shall be personally liable, responsible, accountable in damages or otherwise to the company for any act or omission performed or omitted by such indemnitee in connection with the company or its business.

        The Amended and Restated By-laws of Interval International, Inc. require that, to the extent permitted by law, it indemnify any person who was or is a party, or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding of any nature, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a director, officer, employee or

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agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee, or agent of any other corporation or enterprise. Such person shall be indemnified against any liability (including but not limited to any obligation to pay a judgment, settlement, penalty, fine, or excise tax assessed with respect to an employee benefit plan), and any expense (including but not limited to counsel fees). These indemnification rights are not exclusive of any other rights to indemnification of liabilities to which such person may be entitled under any written agreement, Board resolution, vote of shareholders or law.

        The Articles of Incorporation and By-laws of Interval Resort & Financial Services, Inc. provide that, to the extent permitted by law, the corporation will indemnify any person, or his heirs, or his personal representative who was or is a party to any proceeding by reason of the fact that he is or was a director, officer, employee, or agent of the corporation or is or was serving at its request as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust or other enterprise against liability incurred in connection with such proceeding, if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The corporation must reimburse a director, officer, employee, or agent for all costs and expenses, including attorneys' fees, reasonably incurred by him in connection with any such liability in the manner provided for by law or in accordance with its By-laws. These indemnification rights are not exclusive of any other indemnification rights to which such person may otherwise be entitled.

        The Amended and Restated Articles of Organization and Operating Agreement of Interval Software Services, LLC provide that it will indemnify any person who was or is a party defendant or is threatened to be made a party defendant to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than a derivative action) by reason of the fact that he is or was a member, manager, officer, employee or agent of Interval Software Services or is or was serving at its request against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such proceeding.

        Interval Software Services will not indemnify or pay the expenses of any person if a judgment establishes that the actions, or omissions to act, of such person were material to the cause of action so adjudicated and constitute any of the following:

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a violation of criminal law, unless the person had no reasonable cause to believe such conduct was unlawful;

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a transaction from which such person derived an improper personal benefit;

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in the case of a member, a circumstance under which the liability provisions for improper distribution of property of the company or impairment of the capital of the company are applicable under Section 608.426 of the Florida Limited Liability Company Act; or

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willful misconduct or a conscious disregard for the best interests of the company in a derivative action or in a proceeding by or in the right of a member.

        These indemnification rights are not exclusive of any other indemnification rights to which those seeking indemnification may be entitled under the company's Operating Agreement or otherwise.

        The Articles of Incorporation of HV Global Marketing Corporation provide that it will indemnify any officer or director, or any former officer or director, to the fullest extent permitted by law.

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        The Limited Liability Company Agreement of HVO Key West Holdings provides that it will indemnify and hold harmless, to the fullest extent permitted by law, each Member, or any officers, directors, stockholders, partners, employees, affiliates, representatives or agents of any of the Member, and any officer, employee, representative or agent of the Company (each a "Covered Person") from and against any and all losses, claims, demands, liabilities, expenses, judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative ("Claims"), in which the Covered Person may be involved, or threatened to be involved, as a party or otherwise, by reason of its management of the affairs of the Company or which relates to or arises out of the Company or its property, business or affairs. A Covered Person shall not be entitled to indemnification with respect to (i) any Claim with respect to which such Covered Person has engaged in fraud, willful misconduct, bad faith or gross negligence or (ii) any Claim initiated by such Covered Person unless such Claim (or part thereof) (A) was brought to enforce such Covered Person's rights to indemnification hereunder or (B) was authorized or consented to by the Member. Expenses incurred by a Covered Person in defending any Claim shall be paid by the Company in advance of the final disposition of such Claim upon receipt by the Company of an undertaking by or on behalf of such Covered Person to repay such amount if it shall be ultimately determined that such Covered Person is not entitled to be indemnified by the Company as authorized by the Limited Liability Company Agreement. The Limited Liability Company Agreement further provides that any repeal or modification of the indemnification provisions contained in the Limited Liability Agreement by the Member shall not adversely affect any rights of such Covered Person pursuant to the Limited Liability Company Agreement, including the right to indemnification and to the advancement of expenses of a Covered Person existing at the time of such repeal or modification with respect to any acts or omissions occurring prior to such repeal or modification. None of the Covered Persons shall be liable to the Company or any other person for any act or omission (in relation to the Company, its property or the conduct of its business or affairs, the Limited Liability Company Agreement, any related document or any transaction or investment contemplated hereby or thereby) taken or omitted by a Covered Person in the reasonable belief that such act or omission is in or is not contrary to the best interests of the Company and is within the scope of authority granted to such Covered Person by the Agreement, provided such act or omission does not constitute fraud, willful misconduct, bad faith, or gross negligence.

        The Articles of Incorporation and By-laws ILG International Holdings, Inc. provide that the corporation shall indemnify any person who was or is a party or threatened to be made a party to any proceeding by reason of the face that the person is or was a director of officer of the corporation, or is or was serving at the request of the corporation as a director, office, employee or agent of any other corporation or enterprise, against any liability and any expense (including but not limited to counsel fees) where such liability or expense is incurred by such person in connection with any proceeding, which includes any threatened, pending or completed action, suit or proceeding of any nature, whether civil, criminal, administrative or investigative. Such rights of indemnification shall not be deemed exclusive of any other rights under any written agreement, Board resolution, vote of shareholders or law.

        The Articles of Incorporation and By-laws Resort Management Finance Services, Inc. and the Articles of Incorporation of S.O.I. Acquisition Corp. provide that they will, to the fullest extent legally permissible under the provisions of the FBCA, by indemnify and hold harmless any and all persons whom it shall have power to indemnify under said provisions from and against any and all liabilities (including expenses) imposed upon or reasonably incurred by such person in connection with any action, suit or other proceeding in which such person may be involved or with which such person may be threatened, or other matters referred to in or covered by said provisions both as to action in such person's official capacity and as to action in any other capacity while holding such office. Such indemnification provided shall not be deemed exclusive of any other rights to which those indemnified

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may be entitled under any Bylaw, Agreement or Resolution adopted by the shareholders entitled to vote thereon after notice.

        The By-laws of S.O.I. Acquisition Corp. provide that the Corporation shall to the fullest extent permitted by law, indemnify any person who was or is a party or threatened to be made a party to any proceeding by reason of the fact that the person is or was a director, officer, employee, or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of any other corporation or enterprise with respect to liabilities and expenses arising from such proceeding, against any liability (including but not limited to any obligation to pay a judgment, settlement, penalty, fine or excise tax assessed with respect to an employee benefit plan), and any expense (including but not limited to counsel fees) and the corporation shall advance to such person in connection with any proceeding. The term "Proceeding" includes any threatened, pending or completed action, suit or proceeding of any nature, whether civil, criminal, administrative or investigative. Such rights of indemnification and the advancement of expenses shall not be deemed exclusive of any other rights to indemnification against liabilities or the advancement of expenses to which a party may be entitled under any written agreement, Board resolution, vote of shareholders or law. The corporation shall take any affirmative action necessary to effect such indemnification or advancement of expenses under the requirements of applicable law, including, without limitation, the requirements of Section 607.0850, Florida Statutes.

        The By-laws of Resort Management Finance Services, Inc. provide that it will, to the fullest extent provided by law, indemnify any director or officer against any liability (including but not limited to any obligation to pay a judgment, settlement, penalty, fine or excise tax assessed with respect to an employee benefit plan) and any expense (including but not limited to counsel fees), and it will advance to such person any reasonable expense, where such liability or expense is incurred by such person in connection with any proceeding. Such indemnification provided shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any written agreement or Board resolution, vote of the shareholders or law.

        The Articles of Incorporation and By-laws of Worldex Corporation provide that it will indemnify any current or former officer, director or legal counsel in any proceeding brought against him by reason of the fact that he is or was a director, officer or employee retained to provide legal counsel to Worldex, or is or was serving at its request as a director, officer or legal counsel of another corporation, partnership, joint venture, trust or other enterprise, against judgments, fines, amounts paid in settlement and expenses, including attorneys' fees, actually and reasonably incurred by him as a result of such proceeding if such director, officer or legal counsel acted in good faith in a manner he reasonably believed to be within the scope of his authority and in the best interest of Worldex and, in any criminal action or proceeding, without reasonable grounds for belief that such action was unlawful. These indemnification rights are not exclusive of any other indemnification rights to which any such person may otherwise be entitled.

        The By-laws, as amended, of Worldwide Vacation & Travel, Inc. provide that it will indemnify any person who was or is a party, or is threatened to be made a party to any threatened, pending or completed action, suit, or proceeding, whether civil, criminal, administrative or investigative and whether or not a derivative action, by reason of the fact that he is or was a director, officer or employee retained to provide legal counsel to Worldwide Vacation & Travel, or is or was serving at its request as a director, officer or legal counsel of another corporation, partnership, joint venture, trust or other enterprise, against judgments, fines, amounts paid in settlement and expenses, including attorneys' fees, actually and reasonably incurred by him as a result of such proceeding if such person acted in good faith in a manner he reasonably believed to be within the scope of his authority and in the best interest of the corporation and, in any criminal proceeding, without reasonable grounds for belief that such action was unlawful. These indemnification rights are not exclusive of any other indemnification rights to which those seeking indemnification may otherwise be entitled.

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        The Agreement of Limited Partnership of Key Wester Limited provides that neither the general partner nor any person acting on its behalf pursuant to such Agreement shall be liable, responsible, or accountable in damages or otherwise to the partnership or to any partner for any acts or omissions performed or omitted to be performed by them within the scope of the authority conferred upon the general partner by this agreement and the Florida Revised Uniform Partnership Act. The partnership will indemnify and hold harmless the general partner and its affiliates and any individual acting on their behalf from any loss, damage, claim or liability including, but not limited to, attorneys' fees and expenses incurred by them by reason of any act performed by them in accordance with the standards set forth above or in enforcing the provisions of this indemnity; provided, however, no partner shall have any personal liability with respect to the foregoing indemnification liabilities, any such indemnification to be satisfied solely out of the assets of the partnership, it being understood and agreed that a deficit balance in the capital account of a partner shall not be deemed an asset of the partnership for these purposes.

Hawaii Entities

        The following registrants are business entities organized under Hawaii law: Aqua Hotels & Resorts, LLC, Aqua Luana Operator LLC, Aqua-Aston Hospitality, LLC, Diamond Head Management LLC, Hotel Management Services LLC, Kai Management Services, LLC, Maui Condo and Home, LLC, Paradise Vacation Adventures, LLC, RQI Holdings, LLC and REP Holdings, LTD.

        Sections 414-242 through 414-248 of the Hawaii Business Corporation Act (the "HBCA") provide that a corporation may indemnify an individual who is a party to a proceeding because the individual is a director or officer against liability incurred in the proceeding if:

•

the individual conducted himself in good faith, and the individual reasonably believed:

•

in the case of conduct of official capacity, that the individual's conduct was in the best interests of the corporation; and

•

in all other cases, that the individual's conduct was at least not opposed to the best interests of the corporation; and

•

in the case of any criminal proceeding, the individual had no reasonable cause to believe the individual's conduct was unlawful; or

•

the individual engaged in conduct for which broader indemnification has been made permissible or obligatory under a provision of the articles of incorporation.

        A corporation will indemnify a director or officer who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which the director or officer was a party because he was a director or officer of the corporation against reasonable expenses incurred by him in connection with the proceeding.

        Under the HBCA, a corporation may not indemnify a director (i) in connection with a proceeding by or in the right of the corporation, except for reasonable expenses incurred in connection with the proceeding if it is determined that the director has met the relevant standard of conduct described above, or (ii) in connection with any proceeding with respect to conduct for which the director was adjudged liable on the basis that the director received a financial benefit to which the director was not entitled, whether or not involving action in the director's official capacity.

        Hawaii's statutory provisions regarding limited liability companies provide that, unless otherwise set forth in the entity's operating agreement, a member or manager of the company will not be personally liable for any debt, obligation, or liability of the company solely by reason of being or acting as a member or a manager. A member of a limited liability company will be liable in his capacity as a member for all specified debts, obligations, or liabilities of the company; however, if (i) a provision to

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that effect is contained in the articles of organization, and (ii) a member so liable has consented in writing to the adoption of the provision or to be bound by the provision. Unless otherwise set forth in the entity's operating agreement, a limited liability company will indemnify a member or manager for liabilities incurred by the member or manager in the ordinary course of the business of the company or for the preservation of its business or property.

        The operating agreement of Aqua Luana Operator LLC provides that it shall indemnify and hold harmless the members holding not less than a majority of all of the membership interests from and against all claims and demands to the maximum extent permitted by the Hawaii Uniform Limited Liability Company Act ("HULLCA").

        The first amended operating agreements of Diamond Head Management LLC, Hotel Management Services LLC and Kai Management Services LLC and the second amended operating agreement of Aqua Hotels & Resorts, LLC provide that they shall indemnify and hold harmless the manager and each officer and agent of the company from and against all claims and demands to the maximum extent permitted by the HULLCA.

        The Articles of Incorporation and By-laws of REP Holdings, Ltd. provide that it will indemnify each person who was or is a party to or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than a derivative action) if the person is or was a director, officer, employee or agent of REP Holdings or of any division of the corporation, or is or was serving at its request as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise. Such person will be indemnified against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceedings, had no reasonable cause to believe the person's conduct was unlawful.

        In addition, REP Holdings will indemnify each person who was or is a party or is threatened to be made a party to any threatened, pending or completed derivative action because that person is or was a director, officer, employee or agent of the corporation or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees) actually and reasonably incurred by the person in connection with the defense or settlement of the action if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation. No indemnification will be made, however, in respect of any matter as to which the person has been adjudged to be liable for negligence or misconduct in the performance of the person's duty to the corporation unless it is determined by court in which the action or suit was brought that, despite the adjudication of liability, the person is fairly and reasonably entitled to indemnity for expenses which the court shall deem proper. These indemnification rights are not exclusive of any other indemnification rights to which such person may otherwise be entitled.

        The amended and restated operating agreements of Aqua-Aston Hospitality, LLC, Maui Condo and Home, LLC and RQI Holdings, LLC provide that the company will indemnify, defend and hold harmless each manager, member, officer, director, stockholder, partner, employee, representative, or agent (each, a "Covered Person") from and against any and all losses, claims, demands, liabilities, expenses, judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative, in which the Covered Person may be involved, or threatened to be involved, by reason of its management of the affairs of the company or which relates to or arises out of the company or its property, business, or affairs. A Covered Person will not be entitled to indemnification under this provision with respect to any claim in which such Covered Person is found by a court of competent jurisdiction to have engaged in fraud,

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willful misconduct, bad faith, gross negligence, or breach of a fiduciary duty to the company or any member. No Covered Person is liable to the company or any other person for any act or omission relating to the company and the conduct of its business taken or omitted in good faith by a Covered Person and in the reasonable belief that such act or omission is not contrary to the best interests of the company, provided that such act or omission is not found by a court of competent jurisdiction to constitute fraud, willful misconduct, bad faith, gross negligence, or breach of fiduciary duty to the company or its member(s).

        The HBCA provisions summarized above determine the indemnification rights of its directors and officers of Paradise Vacation Adventures, LLC.

North Carolina Entities

        The following registrants are corporations incorporated in the state of North Carolina: Meragon Financial Services, Inc. and Meridian Financial Services, Inc.

        Sections 55-8-50 through 55-8-58 of the North Carolina Business Corporation Act (the "NCBCA") permit a corporation to indemnify its directors, officers, employees or agents who were, are, or are threatened to be made, a party to any threatened, pending or completed legal action if such director, officer, agent or employee:

•

conducted himself in good faith;

•

reasonably believed that his conduct in his official capacity with the corporation was in the best interests of the corporation or, in all other cases, his conduct at least was not opposed to the corporation's best interests; and

•

in the case of any criminal proceeding, had no reasonable cause to believe his conduct was unlawful.

        A corporation may not indemnify a director, officer, agent or employee under the statutory scheme in connection with a derivative action in which the director, officer, agent or employee was adjudged liable to the corporation or in connection with a proceeding in which a director, officer, agent or employee was adjudged liable on the basis of having received an improper personal benefit. Unless limited by the corporation's articles of incorporation, the NCBCA requires a corporation to indemnify a director or executive officer of the corporation who is wholly successful, on the merits or otherwise, in the defense of any proceeding to which such person was a party because he is or was a director of the corporation against reasonable expenses incurred in connection with the proceeding.

        In addition, Section 55-8-57 of the NCBCA permits a corporation to indemnify or agree to indemnify any of its directors, officers, employees or agents against liability and expenses (including counsel fees) in any proceeding (including derivative actions) arising out of their status as such or their activities in any of such capacities provided, however, that a corporation may not indemnify or agree to indemnify a person against liability or expenses such person may incur on account of activities that were, at the time taken, known or believed by the person to be clearly in conflict with the best interests of the corporation.

        Meragon Financial Services, Inc.'s By-laws provide that any person who at any time serves or has served as a director, officer, employee, or agent of Meragon has the right to be indemnified by Meragon to the fullest extent permitted by law against: (i) reasonable expenses, including attorneys' fees, actually and necessarily incurred in connection with any threatened, pending completed action, suit or proceedings, whether civil, criminal, administrative, or investigative and whether or not a derivative action, brought by reason of the fact that the person is or was acting as a director, officer, employee, or agent of Meragon, and (ii) reasonable payments made by the person in satisfaction of any

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judgment, money, decree, fine, penalty or settlement for which the person may have become liable in any such action.

        Meridian Financial Services, Inc.'s Articles of Incorporation contain no provisions regarding indemnification and, accordingly, the provisions of the NCBCA summarized above determine the indemnification rights of its directors and officers.

Texas Entity

        The following registrant is a limited liability company formed in the state of Texas: HTS-Wild Oak Ranch Beverage, LLC.

        Section 101.402 of the Texas Business Organizations Code provides that a Texas limited liability company may

•

indemnify a person;

•

pay in advance or reimburse expenses incurred by a person; and

•

purchase or procure or establish and maintain insurance or another arrangement to indemnify or hold harmless a person.

        For the purposes of Section 101.402 of the Texas Business Organizations Code, a person includes a member, manager, or officer of a limited liability company or an assignee of a membership interest in the company. In addition, Section 101.401 of the Texas Business Organizations Code provides that the company agreement of a limited liability company may expand or restrict any duties, including fiduciary duties, and related liabilities that a member, manager, officer, or other person has to the company or to a member or manager of the company.

        The Regulations of HTS-Wild Oak Ranch Beverage, LLC provide that neither the member, nor any officer, director, manager, partner, principal, equity holder, employee or affiliate of a member or the company, as the case may be, (each, an "indemnified person") shall be liable, responsible or accountable, whether director or indirectly, in contract, tort or otherwise, to the company or to the member (or any affiliate thereof), as applicable, for any losses, claims, damages, liabilities or expenses, including but not limited to, reasonable attorneys' fees (collectively, "Damages") asserted against, suffered or incurred by the company or by the member (or an affiliate thereof) arising out of, relating to or in connection with any action taken or omitted by the indemnified person within the scope of the authority conferred upon such indemnified person by the Regulations or TBOC, provided that such indemnified person shall have acted in good faith and in the belief that such act or omission was in the best interests of the company and, provided further, that such indemnified person shall not have engaged in fraud, willful misconduct or gross negligence. The company indemnifies and holds harmless and agrees to defend each indemnified party from and against any damages asserted by any person (whether against the company, the member or such indemnified person) or otherwise incurred by such indemnified person by reason of any act performed by such by such indemnified person in accordance with the standards above or in enforcing the provisions of the indemnities described above. Notwithstanding anything to the contrary contained in the Regulations, the member shall not have any personal liability with respect to the indemnities set forth above, and any such indemnities shall be satisfied solely out of assets of the company. Expenses incurred in defending a civil or criminal action, suit or proceeding shall be paid out of Company funds in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by the indemnified person to repay such amount unless it shall ultimately be determined that it is entitled to be indemnified by the company. The Regulations further provide that the exculpation of liability and indemnification provided above shall not be deemed exclusive of any other limitation on liability or rights to which those seeking indemnification may be entitled under any statute, agreement, vote of the member or otherwise.

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Utah Entity

        The following registrant is a corporation incorporated in the state of Utah: Owners' Resorts and Exchange, Inc.

        Pursuant to Section 902 of the Utah Revised Business Corporation Act ("URBCA"), a Utah corporation may indemnify a person who is or was a party in any proceeding because the person is or was a director of the corporation against liability incurred with respect to a proceeding if:

•

the conduct of the person was in good faith;

•

the person reasonably believed that such conduct was in, or not opposed to, the best interests of the corporation; and

•

in the case of any criminal proceeding, the person had no reasonable cause to believe the person's conduct was unlawful.

        Section 902 of the URBCA provides that indemnification of a director in connection with a proceeding by or in the right of the corporation is limited to reasonable expenses incurred in the proceeding. In addition, the corporation may not indemnify a director in connection with a proceeding in which the director was adjudged liable to the corporation. Pursuant to Section 903 of the URBCA, a Utah corporation, unless limited by its articles of incorporation, must indemnify a director who was successful, on the merits or otherwise, in the defense of any proceeding against reasonable expenses incurred by such person in connection with the proceeding. Pursuant to Section 907 of the URBCA, unless a corporation's articles of incorporation provide otherwise, a Utah corporation may indemnify an officer, employee, fiduciary or agent of the corporation to the same extent as a director.

        The Amended and Restated Articles of Incorporation of Owners' Resorts and Exchange, Inc. provide that directors have no personal liability whatsoever to the corporation or its shareholders for monetary damages for any action taken or any failure to take any action, as a director, except liability for (i) the amount of a financial benefit received by a director to which he or she is not entitled; (ii) an intentional infliction of harm on the corporation or shareholders; (iii) a violation of Utah Code Annotated Section 16-10a-842 or its successor provisions; or (iv) an intentional violation of criminal law.

        The Amended and Restated By-laws of Owners' Resorts and Exchange, Inc. provide that it will indemnify any individual made a party to a proceeding because the individual is or was a director of the corporation, against liability incurred in the proceeding, provided that the corporation shall not indemnify a director unless a determination has been made and payment has been authorized in accordance with certain procedures under the URBCA. Additionally, the individual must demonstrate that his conduct was in good faith, that he reasonably believed that his conduct was in, or not opposed to, the corporation's best interests and in the case of a criminal proceeding, he had no reasonable cause to believe his conduct was unlawful. Owners' Resorts and Exchange, Inc. will not indemnify a director in connection with a proceeding by or in the right of the corporation in which the director was adjudged liable to the corporation or in connection with any other proceeding charging that the director derived an improper personal benefit, whether or not involving action in his or her official capacity, in which proceeding he was adjudged liable on the basis that he derived an improper personal benefit. Indemnification permitted in connection with a proceeding by or in the right of the corporation is limited to reasonable expenses incurred in connection with the proceeding.

California Entities

        The following registrants are business entities organized in the state of California: Trading Places International, LLC and Vacation Resorts International.

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        Under Section 17704.08 of the California Revised Uniform Limited Liability Company Act (the "RULLCA"), a limited liability company shall reimburse for any payment made and indemnify for any debt, obligation or other liability incurred by a member of a member-managed limited liability company or the manager of a manager-managed limited liability company in the course of the member's or manager's activities on behalf of the limited liability company, if, in making the payment or incurring the debt, obligation or other liability, the member or manager complied with the fiduciary duties under the RULLCA. Except as provided under the RULLCA, a limited liability company may reimburse for any payment made and may indemnify for any debt, obligation, or other liability incurred by a person not identified in the preceding sentence, including, without limitation, any officer, employee or agent of the limited liability company, in the course of that person's activities on behalf of the limited liability company. A limited liability company may purchase and maintain insurance on behalf of any person against liability asserted against or incurred by that person.

        Under Section 17701.10 of the RULLCA, the operating agreement of a limited liability company may alter or eliminate the indemnification for a member or manager and may eliminate or limit a member or manager's liability to the limited liability company and members for money damages, except for a breach of the duty of loyalty, a financial benefit received by the member or manager to which the member or manager is not entitled, a member's liability for excess distributions, intentional infliction of harm on the limited liability company or a member or an intentional violation of criminal law.

        The Articles of Incorporation and By-laws of Vacation Resorts International contain no provisions related to indemnification and, accordingly, the indemnification rights of its directors and officers are determined by Section 317 of the California Corporations Code.

        The Limited Liability Company Agreement of Trading Places International, LLC provides that it will indemnify, defend and hold harmless the member, each manager and any and all of the member's affiliates to the extent of its assets, for, from and against any liability, damage, cost, expense, loss, claim or judgment incurred by the indemnitee arising out of any claim based upon acts performed or omitted to be performed by the indemnitee in connection with the business of the company, including without limitation, attorneys' fees and costs incurred by the indemnitee in settlement or defense of such claims. Notwithstanding the foregoing, no indemnitee shall be so indemnified, defended or held harmless for claims based upon acts or omissions in breach of the Limited Liability Company Agreement or which constitute fraud, gross negligence, or willful misconduct. Amounts incurred by an indemnitee in connection with any action or suit arising out of or in connection with company affairs shall be reimbursed by the company. In addition, no indemnitee shall be personally liable, responsible, accountable in damages or otherwise to the company for any act or omission performed or omitted by such indemnitee in connection with the company or its business. The member's liability for the debts and obligations of the company is limited as set forth in the RULLCA and other applicable law.

General

        The Company has obtained policies that insure its directors and officers and those of its subsidiaries against certain liabilities they may incur in their capacity as directors and officers. Under these policies, the insurer, on behalf of the Company, may also pay amounts for which the Company has granted indemnification to the directors or officers.

Item 21.    Exhibits and Financial Statements Schedules

        See index to exhibits following the signature page hereto.

        The information required by subsection (b) of this item is incorporated by reference to Item 15 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2015.

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Item 22.    Undertakings

        The undersigned registrant hereby undertakes:

        (1)   To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

          (i)  To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

         (ii)  To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement;

        (iii)  To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

        2)    That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof;

        (3)   To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering; and

        (4)   That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

          (i)  any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

         (ii)  any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

        (iii)  the portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

        (iv)  any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

        Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore,

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unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

        The undersigned registrant hereby undertakes to respond to requests for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11, or 13 of this Form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

        The undersigned registrant hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Miami, State of Florida, on March 31, 2016.

INTERVAL LEISURE GROUP, INC.
By:	/s/ CRAIG M. NASH Craig M. Nash Chairman, Chief Executive Officer and President

        The person whose signature appears below constitutes and appoints Craig M. Nash, Jeanette E. Marbert and William L. Harvey and each of them, his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, severally, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, any subsequent registration statements pursuant to Rule 462 of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This power of attorney may be executed in counterparts.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ CRAIG M. NASH Craig M. Nash	Chairman, Chief Executive Officer, President (Principal executive officer) and Director	March 31, 2016
/s/ JEANETTE E. MARBERT Jeanette E. Marbert	Executive Vice President, Chief Operating Officer and Director	March 31, 2016
/s/ WILLIAM L. HARVEY William L. Harvey	Executive Vice President and Chief Financial Officer (Principal financial officer)	March 31, 2016
/s/ JOHN A. GALEA John A. Galea	Senior Vice President, Chief Accounting Officer and Treasurer (Principal accounting officer)	March 31, 2016

II-19

Signature	Title	Date
/s/ DAVID FLOWERS David Flowers	Director	March 30, 2016
/s/ VICTORIA L. FREED Victoria L. Freed	Director	March 30, 2016
/s/ CHAD HOLLINGSWORTH Chad Hollingsworth	Director	March 30, 2016
/s/ GARY S. HOWARD Gary S. Howard	Director	March 31, 2016
/s/ LEWIS J. KORMAN Lewis J. Korman	Director	March 31, 2016
/s/ THOMAS J. KUHN Thomas J. Kuhn	Director	March 31, 2016
/s/ THOMAS P. MURPHY, JR. Thomas P. Murphy, Jr.	Director	March 31, 2016
/s/ AVY H. STEIN Avy H. Stein	Director	March 31, 2016
/s/ THOMAS J. MCINERNEY Thomas J. McInerney	Director	March 31, 2016

II-20

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Miami, State of Florida, on March 31, 2016.

INTERVAL ACQUISITION CORP.
By:	/s/ CRAIG M. NASH Craig M. Nash President and Chief Executive Officer

        The person whose signature appears below constitutes and appoints Craig M. Nash, Jeanette E. Marbert and William L. Harvey and each of them, his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, severally, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, any subsequent registration statements pursuant to Rule 462 of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This power of attorney may be executed in counterparts.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ CRAIG M. NASH Craig M. Nash	President, Chief Executive Officer (Principal executive officer) and Director	March 31, 2016
/s/ WILLIAM L. HARVEY William L. Harvey	Executive Vice President, Chief Financial Officer (Principal financial officer) and Director	March 31, 2016
/s/ JOHN A. GALEA John A. Galea	Senior Vice President, Chief Accounting Officer and Treasurer (Principal accounting officer)	March 31, 2016
/s/ JEANETTE E. MARBERT Jeanette E. Marbert	Executive Vice President, Chief Operating Officer and Director	March 31, 2016

II-21

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Miami, State of Florida, on March 31, 2016.

IIC HOLDINGS, INCORPORATED ILG INTERNATIONAL HOLDINGS, INC. RESORT SALES SERVICES, INC.
By:	/s/ JEANETTE E. MARBERT Jeanette E. Marbert President

        The person whose signature appears below constitutes and appoints Craig M. Nash, Jeanette E. Marbert and William L. Harvey and each of them, his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, severally, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, any subsequent registration statements pursuant to Rule 462 of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This power of attorney may be executed in counterparts.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ JEANETTE E. MARBERT Jeanette E. Marbert	President (Principal executive officer) and Director	March 31, 2016
/s/ JOHN A. GALEA John A. Galea	Senior Vice President, Chief Financial Officer, Treasurer (Principal financial officer and principal accounting officer) and Director	March 31, 2016
/s/ WILLIAM L. HARVEY William L. Harvey	Executive Vice President and Director	March 31, 2016

II-22

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Miami, State of Florida, on March 31, 2016.

INTERVAL SOFTWARE SERVICES, LLC MANAGEMENT ACQUISITION HOLDINGS, LLC
By:	/s/ JEANETTE E. MARBERT Jeanette E. Marbert President and Chief Operating Officer

        The person whose signature appears below constitutes and appoints Craig M. Nash, Jeanette E. Marbert and William L. Harvey and each of them, his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, severally, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, any subsequent registration statements pursuant to Rule 462 of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This power of attorney may be executed in counterparts.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ JEANETTE E. MARBERT Jeanette E. Marbert	President, Chief Operating Officer (Principal executive officer) and Manager	March 31, 2016
/s/ WILLIAM L. HARVEY William L. Harvey	Executive Vice President (Principal financial officer) and Manager	March 31, 2016
/s/ JOHN A. GALEA John A. Galea	Senior Vice President, Secretary (Principal accounting officer) and Manager	March 31, 2016

II-23

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Asheville, State of North Carolina, on March 29, 2016.

MERAGON FINANCIAL SERVICES, LLC
By:	/s/ GREGORY B. SHEPERD Gregory B. Sheperd President

        The person whose signature appears below constitutes and appoints Craig M. Nash, Jeanette E. Marbert and William L. Harvey and each of them, his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, severally, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, any subsequent registration statements pursuant to Rule 462 of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This power of attorney may be executed in counterparts.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ GREGORY B. SHEPERD Gregory B. Sheperd	President (Principal executive officer, principal financial officer and principal accounting officer) and Director	March 29, 2016

II-24

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Miami, State of Florida, on March 31, 2016.

MERIDIAN FINANCIAL SERVICES, INC.
By:	/s/ VICTORIA J. KINCKE Victoria J. Kincke Senior Vice President and Secretary

        The person whose signature appears below constitutes and appoints Craig M. Nash, Jeanette E. Marbert and William L. Harvey and each of them, his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, severally, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, any subsequent registration statements pursuant to Rule 462 of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This power of attorney may be executed in counterparts.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ GREGORY B. SHEPERD Gregory B. Sheperd	President (Principal executive officer)	March 29, 2016
/s/ JOHN A. GALEA John A. Galea	Senior Vice President, Chief Financial Officer, Treasurer (Principal financial officer and principal accounting officer) and Director	March 31, 2016
/s/ VICTORIA J. KINCKE Victoria J. Kincke	Senior Vice President, Secretary and Director	March 31, 2016
/s/ WILLIAM L. HARVEY William L. Harvey	Director	March 31, 2016

II-25

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Miami, State of Florida, on March 31, 2016.

REP HOLDINGS, LTD.
By:	/s/ VICTORIA J. KINCKE Victoria J. Kincke Senior Vice President and Secretary

        The person whose signature appears below constitutes and appoints Craig M. Nash, Jeanette E. Marbert and William L. Harvey and each of them, his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, severally, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, any subsequent registration statements pursuant to Rule 462 of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This power of attorney may be executed in counterparts.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ KELVIN M. BLOOM Kelvin M. Bloom	President (Principal executive officer) and Director	March 29, 2016
/s/ JOHN A. GALEA John A. Galea	Senior Vice President, Chief Financial Officer (Principal financial officer and principal accounting officer) and Director	March 31, 2016
/s/ VICTORIA J. KINCKE Victoria J. Kincke	Senior Vice President, Secretary and Director	March 31, 2016

II-26

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Miami, State of Florida, on March 31, 2016.

VACATION OWNERSHIP LENDING, L.P.
By:	Vacation Ownership Lending GP, Inc., as general partner
By:	/s/ JEANETTE E. MARBERT Jeanette E. Marbert Executive Vice President

        The person whose signature appears below constitutes and appoints Craig M. Nash, Jeanette E. Marbert and William L. Harvey and each of them, his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, severally, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, any subsequent registration statements pursuant to Rule 462 of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This power of attorney may be executed in counterparts.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ JOHN BURLINGAME John Burlingame	President (Principal executive officer)	March 31, 2016
/s/ WILLIAM L. HARVEY William L. Harvey	Executive Vice President (Principal financial officer) and Director	March 31, 2016
/s/ JOHN A. GALEA John A. Galea	Senior Vice President and Treasurer (Principal accounting officer)	March 31, 2016
/s/ JEANETTE E. MARBERT Jeanette E. Marbert	Executive Vice President and Director	March 31, 2016

II-27

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Miami, State of Florida, on March 31, 2016.

VOL INVESTORS, L.P.
By:	VOL GP, Inc., as general partner
By:	/s/ JEANETTE E. MARBERT Jeanette E. Marbert Executive Vice President

        The person whose signature appears below constitutes and appoints Craig M. Nash, Jeanette E. Marbert and William L. Harvey and each of them, his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, severally, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, any subsequent registration statements pursuant to Rule 462 of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This power of attorney may be executed in counterparts.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ JOHN BURLINGAME John Burlingame	President (Principal executive officer)	March 31, 2016
/s/ WILLIAM L. HARVEY William L. Harvey	Executive Vice President and Director (Principal financial officer)	March 31, 2016
/s/ JOHN A. GALEA John A. Galea	Senior Vice President and Treasurer (Principal accounting officer)	March 31, 2016
/s/ JEANETTE E. MARBERT Jeanette E. Marbert	Executive Vice President and Director	March 31, 2016

II-28

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Miami, State of Florida, on March 31, 2016.

AQUA-ASTON HOLDINGS, INC.
By:	/s/ JEANETTE E. MARBERT Jeanette E. Marbert Executive Vice President

        The person whose signature appears below constitutes and appoints Craig M. Nash, Jeanette E. Marbert and William L. Harvey and each of them, his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, severally, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, any subsequent registration statements pursuant to Rule 462 of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This power of attorney may be executed in counterparts.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ CRAIG M. NASH Craig M. Nash	Chairman and Director	March 31, 2016
/s/ KELVIN M. BLOOM Kelvin M. Bloom	President (Principal executive officer)	March 29, 2016
/s/ JOHN A. GALEA John A. Galea	Chief Financial Officer, Treasurer (Principal financial officer and principal accounting officer) and Director	March 31, 2016
/s/ JEANETTE E. MARBERT Jeanette E. Marbert	Executive Vice President and Director	March 31, 2016

II-29

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Miami, State of Florida, on March 31, 2016.

AQUA HOTELS AND RESORTS, INC.
By:	/s/ JOHN A. GALEA John A. Galea Senior Vice President

        The person whose signature appears below constitutes and appoints Craig M. Nash, Jeanette E. Marbert and William L. Harvey and each of them, his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, severally, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, any subsequent registration statements pursuant to Rule 462 of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This power of attorney may be executed in counterparts.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ CRAIG M. NASH Craig M. Nash	Chairman	March 31, 2016
/s/ MATTHEW BAILEY Matthew Bailey	President and Chief Operating Officer (Principal executive officer)	March 31, 2016
/s/ JOHN A. GALEA John A. Galea	Senior Vice President and Manager (Principal financial officer and principal accounting officer)	March 31, 2016
/s/ KELVIN M. BLOOM Kelvin M. Bloom	Executive Vice President and Manager	March 29, 2016

II-30

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Miami, State of Florida, on March 31, 2016.

INTERVAL HOLDINGS, INC.
By:	/s/ JEANETTE E. MARBERT Jeanette E. Marbert Executive Vice President

        The person whose signature appears below constitutes and appoints Craig M. Nash, Jeanette E. Marbert and William L. Harvey and each of them, his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, severally, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, any subsequent registration statements pursuant to Rule 462 of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This power of attorney may be executed in counterparts.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ CRAIG M. NASH Craig M. Nash	President and Director (Principal executive officer)	March 31, 2016
/s/ JOHN A. GALEA John A. Galea	Senior Vice President, Chief Financial Officer, Treasurer (Principal financial officer and principal accounting officer) and Director	March 31, 2016
/s/ JEANETTE E. MARBERT Jeanette E. Marbert	Executive Vice President and Director	March 31, 2016

II-31

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Miami, State of Florida, on March 31, 2016.

INTERVAL INTERNATIONAL, INC.
By:	/s/ JEANETTE M. MARBERT Jeanette M. Marbert Executive Vice President and Chief Operating Officer

        The person whose signature appears below constitutes and appoints Craig M. Nash, Jeanette E. Marbert and William L. Harvey and each of them, his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, severally, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, any subsequent registration statements pursuant to Rule 462 of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This power of attorney may be executed in counterparts.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ CRAIG M. NASH Craig M. Nash	Chairman, Chief Executive Officer and Director (Principal executive officer)	March 31, 2016
/s/ WILLIAM L. HARVEY William L. Harvey	Executive Vice President (Principal financial officer)	March 31, 2016
/s/ JOHN A. GALEA John A. Galea	Senior Vice President, Chief Financial Officer (Principal accounting officer) and Director	March 31, 2016
/s/ JEANETTE E. MARBERT Jeanette E. Marbert	Executive Vice President, Chief Operating Officer and Director	March 31, 2016

II-32

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Miami, State of Florida, on March 31, 2016.

INTERVAL RESORT & FINANCIAL SERVICES, INC.
By:	/s/ JEANETTE E. MALBERT Jeanette E. Malbert Executive Vice President

        The person whose signature appears below constitutes and appoints Craig M. Nash, Jeanette E. Marbert and William L. Harvey and each of them, his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, severally, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, any subsequent registration statements pursuant to Rule 462 of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This power of attorney may be executed in counterparts.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ DAVID C. GILBERT David C. Gilbert	President (Principal executive officer)	March 31, 2016
/s/ JOHN A. GALEA John A. Galea	Senior Vice President, Chief Financial Officer, Treasurer (Principal financial officer and principal accounting officer) and Director	March 31, 2016
/s/ JEANETTE E. MARBERT Jeanette E. Marbert	Executive Vice President and Director	March 31, 2016
/s/ WILLIAM L. HARVEY William L. Harvey	Director	March 31, 2016

II-33

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Miami, State of Florida, on March 31, 2016.

OWNERS' RESORTS AND EXCHANGE, INC.
By:	/s/ JEANETTE E. MARBERT Jeanette E. Marbert Executive Vice President

        The person whose signature appears below constitutes and appoints Craig M. Nash, Jeanette E. Marbert and William L. Harvey and each of them, his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, severally, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, any subsequent registration statements pursuant to Rule 462 of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This power of attorney may be executed in counterparts.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ LOREN V. GALLAGHER Loren V. Gallagher	President and Chief Executive Officer (Principal executive officer)	March 31, 2016
/s/ WILLIAM L. HARVEY William L. Harvey	Executive Vice President and Director (Principal financial officer)	March 31, 2016
/s/ JOHN A. GALEA John A. Galea	Senior Vice President, Treasurer and Director (Principal accounting officer)	March 31, 2016
/s/ JEANETTE E. MARBERT Jeanette E. Marbert	Executive Vice President and Director	March 31, 2016

II-34

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Miami, State of Florida, on March 31, 2016.

S.O.I. Acquisition Corp.
By:	/s/ JEANETTE E. MARBERT Jeanette E. Marbert Executive Vice President and Chief Operating Officer

        The person whose signature appears below constitutes and appoints Craig M. Nash, Jeanette E. Marbert and William L. Harvey and each of them, his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, severally, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, any subsequent registration statements pursuant to Rule 462 of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This power of attorney may be executed in counterparts.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ CRAIG M. NASH Craig M. Nash	President, Chief Executive Officer (Principal executive officer) and Director	March 31, 2016
/s/ WILLIAM L. HARVEY William L. Harvey	Executive Vice President, Chief Financial Officer (Principal financial officer) and Director	March 31, 2016
/s/ JOHN A. GALEA John A. Galea	Senior Vice President and Chief Accounting Officer (Principal accounting officer)	March 31, 2016
/s/ JEANETTE E. MARBERT Jeanette E. Marbert	Executive Vice President, Chief Operating Officer and Director	March 31, 2016

II-35

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Miami, State of Florida, on March 31, 2016.

WORLDWIDE VACATION & TRAVEL, INC.
By:	/s/ JEANETTE E. MARBERT Jeanette E. Marbert Executive Vice President

        The person whose signature appears below constitutes and appoints Craig M. Nash, Jeanette E. Marbert and William L. Harvey and each of them, his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, severally, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, any subsequent registration statements pursuant to Rule 462 of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This power of attorney may be executed in counterparts.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ CRAIG M. NASH Craig M. Nash	Chairman and Director	March 31, 2016
/s/ DAVID C. GILBERT David C. Gilbert	President (Principal executive officer)	March 31, 2016
/s/ JOHN A. GALEA John A. Galea	Senior Vice President, Chief Financial Officer, Treasurer (Principal financial officer and principal accounting officer) and Director	March 31, 2016
/s/ JEANETTE E. MARBERT Jeanette E. Marbert	Executive Vice President and Director	March 31, 2016

II-36

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Miami, State of Florida, on March 31, 2016.

AQUA HOSPITALITY LLC
By:	/s/ JOHN A. GALEA John A. Galea Senior Vice President

        The person whose signature appears below constitutes and appoints Craig M. Nash, Jeanette E. Marbert and William L. Harvey and each of them, his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, severally, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, any subsequent registration statements pursuant to Rule 462 of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This power of attorney may be executed in counterparts.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ CRAIG M. NASH Craig M. Nash	Chairman	March 31, 2016
/s/ MATTHEW BAILEY Matthew Bailey	President and Chief Operating Officer (Principal executive officer)	March 31, 2016
/s/ JOHN A. GALEA John A. Galea	Senior Vice President and Manager (Principal financial officer and principal accounting officer)	March 31, 2016
/s/ KELVIN M. BLOOM Kelvin M. Bloom	Executive Vice President and Manager	March 29, 2016
/s/ VICTORIA J. KINCKE Victoria J. Kincke	Senior Vice President, Secretary and Manager	March 31, 2016

II-37

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Miami, State of Florida, on March 31, 2016.

AQUA HOTELS & RESORTS, LLC
By:	Aqua Hospitality LLC, as manager
By:	/s/ JOHN A. GALEA John A. Galea Senior Vice President

        The person whose signature appears below constitutes and appoints Craig M. Nash, Jeanette E. Marbert and William L. Harvey and each of them, his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, severally, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, any subsequent registration statements pursuant to Rule 462 of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This power of attorney may be executed in counterparts.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ CRAIG M. NASH Craig M. Nash	Chairman	March 31, 2016
/s/ MATTHEW BAILEY Matthew Bailey	President and Chief Operating Officer (Principal executive officer)	March 31, 2016
/s/ JOHN A. GALEA John A. Galea	Senior Vice President and Manager (Principal financial officer and principal accounting officer)	March 31, 2016
/s/ KELVIN M. BLOOM Kelvin M. Bloom	Executive Vice President and Manager	March 29, 2016
/s/ VICTORIA J. KINCKE Victoria J. Kincke	Senior Vice President, Secretary and Manager	March 31, 2016

II-38

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Miami, State of Florida, on March 31, 2016.

DIAMOND HEAD MANAGEMENT, LLC HOTEL MANAGEMENT SERVICES, LLC KAI MANAGEMENT SERVICES LLC
By:	Aqua Hospitality LLC, as manager
By:	/s/ JOHN A. GALEA John A. Galea Senior Vice President

        The person whose signature appears below constitutes and appoints Craig M. Nash, Jeanette E. Marbert and William L. Harvey and each of them, his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, severally, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, any subsequent registration statements pursuant to Rule 462 of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This power of attorney may be executed in counterparts.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ CRAIG M. NASH Craig M. Nash	Chairman	March 31, 2016
/s/ MATTHEW BAILEY Matthew Bailey	President and Chief Operating Officer (Principal executive officer)	March 31, 2016
/s/ JOHN A. GALEA John A. Galea	Senior Vice President and Manager (Principal financial officer and principal accounting officer)	March 31, 2016
/s/ KELVIN M. BLOOM Kelvin M. Bloom	Executive Vice President and Manager	March 29, 2016
/s/ VICTORIA J. KINCKE Victoria J. Kincke	Senior Vice President, Secretary and Manager	March 31, 2016

II-39

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Miami, State of Florida, on March 31, 2016.

AQUA HOTELS AND RESORTS OPERATOR LLC AQUA LUANA OPERATOR LLC
By:	Aqua Hospitality LLC, as managing member
By:	/s/ JOHN A. GALEA John A. Galea Senior Vice President

        The person whose signature appears below constitutes and appoints Craig M. Nash, Jeanette E. Marbert and William L. Harvey and each of them, his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, severally, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, any subsequent registration statements pursuant to Rule 462 of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This power of attorney may be executed in counterparts.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ CRAIG M. NASH Craig M. Nash	Chairman	March 31, 2016
/s/ MATTHEW BAILEY Matthew Bailey	President and Chief Operating Officer (Principal executive officer)	March 31, 2016
/s/ JOHN A. GALEA John A. Galea	Senior Vice President and Manager (Principal financial officer and principal accounting officer)	March 31, 2016
/s/ KELVIN M. BLOOM Kelvin M. Bloom	Executive Vice President and Manager	March 29, 2016
/s/ VICTORIA J. KINCKE Victoria J. Kincke	Senior Vice President, Secretary and Manager	March 31, 2016

II-40

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Miami, State of Florida, on March 31, 2016.

AQUA-ASTON HOSPITALITY, LLC ASTON HOTELS & RESORTS, FLORIDA LLC MAUI CONDO AND HOME, LLC RQI HOLDINGS, LLC
By:	/s/ VICTORIA J. KINCKE Victoria J. Kincke Manager

        The person whose signature appears below constitutes and appoints Craig M. Nash, Jeanette E. Marbert and William L. Harvey and each of them, his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, severally, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, any subsequent registration statements pursuant to Rule 462 of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This power of attorney may be executed in counterparts.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ KELVIN M. BLOOM Kelvin M. Bloom	Manager (Principal executive officer)	March 29, 2016
/s/ JOHN A. GALEA John A. Galea	Manager (Principal financial officer and principal accounting officer)	March 31, 2016
/s/ VICTORIA J. KINCKE Victoria J. Kincke	Manager	March 31, 2016

II-41

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Miami, State of Florida, on March 31, 2016.

BEACH HOUSE DEVELOPMENT PARTNERSHIP
By:	HTS-Beach House, Inc., as general partner
By:	/s/ JEANETTE E. MARBERT Jeanette E. Marbert Executive Vice President

        The person whose signature appears below constitutes and appoints Craig M. Nash, Jeanette E. Marbert and William L. Harvey and each of them, his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, severally, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, any subsequent registration statements pursuant to Rule 462 of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This power of attorney may be executed in counterparts.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ JOHN BURLINGAME John Burlingame	President (Principal executive officer)	March 31, 2016
/s/ JOHN A. GALEA John A. Galea	Senior Vice President and Treasurer (Principal accounting officer)	March 31, 2016
/s/ WILLIAM L. HARVEY William L. Harvey	Executive Vice President and Director (Principal financial officer)	March 31, 2016
/s/ JEANETTE E. MARBERT Jeanette E. Marbert	Executive Vice President and Director	March 31, 2016

II-42

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Miami, State of Florida, on March 31, 2016.

CDP INVESTORS, L.P.
By:	CDP GP, Inc., as general partner
By:	/s/ JEANETTE E. MARBERT Jeanette E. Marbert Executive Vice President

        The person whose signature appears below constitutes and appoints Craig M. Nash, Jeanette E. Marbert and William L. Harvey and each of them, his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, severally, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, any subsequent registration statements pursuant to Rule 462 of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This power of attorney may be executed in counterparts.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ JOHN BURLINGAME John Burlingame	President (Principal executive officer)	March 31, 2016
/s/ WILLIAM L. HARVEY William L. Harvey	Executive Vice President (Principal financial officer) and Director	March 31, 2016
/s/ JOHN A. GALEA John A. Galea	Senior Vice President and Treasurer (Principal accounting officer)	March 31, 2016
/s/ JEANETTE E. MARBERT Jeanette E. Marbert	Executive Vice President and Director	March 31, 2016

II-43

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Miami, State of Florida, on March 31, 2016.

CERROMAR DEVELOPMENT PARTNERS, L.P., S.E.
By:	Cerromar Development Partners GP, Inc., as general partner
By:	/s/ JEANETTE E. MARBERT Jeanette E. Marbert Executive Vice President

        The person whose signature appears below constitutes and appoints Craig M. Nash, Jeanette E. Marbert and William L. Harvey and each of them, his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, severally, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, any subsequent registration statements pursuant to Rule 462 of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This power of attorney may be executed in counterparts.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ JOHN BURLINGAME John Burlingame	President (Principal executive officer)	March 31, 2016
/s/ WILLIAM L. HARVEY William L. Harvey	Executive Vice President (Principal financial officer) and Director	March 31, 2016
/s/ JOHN A. GALEA John A. Galea	Senior Vice President and Treasurer (Principal accounting officer)	March 31, 2016
/s/ JEANETTE E. MARBERT Jeanette E. Marbert	Executive Vice President and Director	March 31, 2016

II-44

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Miami, State of Florida, on March 31, 2016.

GRAND ASPEN HOLDINGS, LLC GRAND ASPEN LODGING, LLC HTS-MAUI, L.L.C. WINDWARD POINTE II, L.L.C.
By:	/s/ JEANETTE E. MARBERT Jeanette E. Marbert Executive Vice President

        The person whose signature appears below constitutes and appoints Craig M. Nash, Jeanette E. Marbert and William L. Harvey and each of them, his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, severally, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, any subsequent registration statements pursuant to Rule 462 of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This power of attorney may be executed in counterparts.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ JOHN BURLINGAME John Burlingame	President (Principal executive officer)	March 31, 2016
/s/ WILLIAM L. HARVEY William L. Harvey	Executive Vice President (Principal financial officer)	March 31, 2016
/s/ JOHN A. GALEA John A. Galea	Senior Vice President and Treasurer (Principal accounting officer)	March 31, 2016
/s/ JEANETTE E. MARBERT Jeanette E. Marbert	Executive Vice President	March 31, 2016

II-45

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Miami, State of Florida, on March 31, 2016.

HTS-B.C., LLC HTS-BEACH HOUSE PARTNER, L.L.C. HTS- SUNSET HARBOR PARTNER, L.L.C. HTS-WINDWARD POINTE PARTNER, L.L.C.
By:	/s/ JEANETTE E. MARBERT Jeanette E. Marbert Executive Vice President

        The person whose signature appears below constitutes and appoints Craig M. Nash, Jeanette E. Marbert and William L. Harvey and each of them, his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, severally, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, any subsequent registration statements pursuant to Rule 462 of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This power of attorney may be executed in counterparts.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ JOHN BURLINGAME John Burlingame	President (Principal executive officer)	March 31, 2016
/s/ WILLIAM L. HARVEY William L. Harvey	Executive Vice President (Principal financial officer) and Manager	March 31, 2016
/s/ JOHN A. GALEA John A. Galea	Senior Vice President and Treasurer (Principal accounting officer)	March 31, 2016
/s/ JEANETTE E. MARBERT Jeanette E. Marbert	Executive Vice President and Manager	March 31, 2016

II-46

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Miami, State of Florida, on March 31, 2016.

HIGHLANDS INN INVESTORS II, L.P.
By:	HT-Highlands, Inc., as general partner
By:	/s/ JEANETTE E. MARBERT Jeanette E. Marbert Executive Vice President

        The person whose signature appears below constitutes and appoints Craig M. Nash, Jeanette E. Marbert and William L. Harvey and each of them, his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, severally, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, any subsequent registration statements pursuant to Rule 462 of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This power of attorney may be executed in counterparts.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ JOHN BURLINGAME John Burlingame	President (Principal executive officer)	March 31, 2016
/s/ WILLIAM L. HARVEY William L. Harvey	Executive Vice President (Principal financial officer) and Director	March 31, 2016
/s/ JOHN A. GALEA John A. Galea	Senior Vice President and Treasurer (Principal accounting officer)	March 31, 2016
/s/ JEANETTE E. MARBERT Jeanette E. Marbert	Executive Vice President and Director	March 31, 2016

II-47

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Miami, State of Florida, on March 31, 2016.

CDP GP, INC. CERROMAR DEVELOPMENT PARTNERS GP, INC. HT-HIGHLANDS, INC. HTS-BEACH HOUSE, INC. HTS-COCONUT POINT, INC. HTS-GROUND LAKE TAHOE, INC. HTS-KEY WEST, INC. HTS-KW, INC. HTS-LAKE TAHOE, INC. HTS-LOAN SERVICING, INC. HTS-MAIN STREET STATION, INC. HTS-SEDONA, INC. HV GLOBAL MANAGEMENT CORPORATION HV GLOBAL MARKETING CORPORATION VACATION OWNERSHIP LENDING GP, INC. VOL GP, INC.
By:	/s/ JEANETTE E. MARBERT Jeanette E. Marbert Executive Vice President

        The person whose signature appears below constitutes and appoints Craig M. Nash, Jeanette E. Marbert and William L. Harvey and each of them, his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, severally, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, any subsequent registration statements pursuant to Rule 462 of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This power of attorney may be executed in counterparts.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ JOHN BURLINGAME John Burlingame	President (Principal executive officer)	March 31, 2016

II-48

Signature	Title	Date
/s/ WILLIAM L. HARVEY William L. Harvey	Executive Vice President (Principal financial officer) and Director	March 31, 2016
/s/ JOHN A. GALEA John A. Galea	Senior Vice President and Treasurer (Principal accounting officer)	March 31, 2016
/s/ JEANETTE E. MARBERT Jeanette E. Marbert	Executive Vice President and Director	March 31, 2016

II-49

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Miami, State of Florida, on March 31, 2016.

HTS-SAN ANTONIO, INC.
By:	/s/ VICTORIA J. KINCKE Victoria J. Kincke Senior Vice President and Secretary

        The person whose signature appears below constitutes and appoints Craig M. Nash, Jeanette E. Marbert and William L. Harvey and each of them, his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, severally, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, any subsequent registration statements pursuant to Rule 462 of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This power of attorney may be executed in counterparts.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ JOHN BURLINGAME John Burlingame	President (Principal executive officer)	March 31, 2016
/s/ WILLIAM L. HARVEY William L. Harvey	Executive Vice President (Principal financial officer) and Director	March 31, 2016
/s/ JOHN A. GALEA John A. Galea	Senior Vice President and Treasurer (Principal accounting officer)	March 31, 2016
/s/ VICTORIA J. KINCKE Victoria J. Kincke	Senior Vice President, Secretary and Director	March 31, 2016

II-50

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Miami, State of Florida, on March 31, 2016.

TRADING PLACES INTERNATIONAL, LLC
By:	/s/ VICTORIA J. KINCKE Victoria J. Kincke Senior Vice President and Secretary
PARADISE VACATION ADVENTURES, LLC
By:	Trading Places International, LLC, as sole member
By:	/s/ VICTORIA J. KINCKE Victoria J. Kincke Senior Vice President and Secretary

        The person whose signature appears below constitutes and appoints Craig M. Nash, Jeanette E. Marbert and William L. Harvey and each of them, his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, severally, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, any subsequent registration statements pursuant to Rule 462 of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This power of attorney may be executed in counterparts.

II-51

        Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ LOREN V. GALLAGHER Loren V. Gallagher	President and Chief Executive Officer (Principal executive officer)	March 31, 2016
/s/ WILLIAM L. HARVEY William L. Harvey	Executive Vice President (Principal financial officer) and Director	March 31, 2016
/s/ JOHN A. GALEA John A. Galea	Senior Vice President, Treasurer (Principal accounting officer) and Director	March 31, 2016
/s/ VICTORIA J. KINCKE Victoria J. Kincke	Senior Vice President, General Counsel, Secretary and Director	March 31, 2016

II-52

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Miami, State of Florida, on March 31, 2016.

HTS-SAN ANTONIO, L.L.C.
By:	/s/ JEANETTE E. MARBERT Jeanette E. Marbert Executive Vice President

        The person whose signature appears below constitutes and appoints Craig M. Nash, Jeanette E. Marbert and William L. Harvey and each of them, his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, severally, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, any subsequent registration statements pursuant to Rule 462 of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This power of attorney may be executed in counterparts.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ JOHN BURLINGAME John Burlingame	President (Principal executive officer)	March 31, 2016
/s/ WILLIAM L. HARVEY William L. Harvey	Executive Vice President (Principal financial officer)	March 31, 2016
/s/ JOHN A. GALEA John A. Galea	Senior Vice President and Treasurer (Principal accounting officer)	March 31, 2016
/s/ JEANETTE E. MARBERT Jeanette E. Marbert	Executive Vice President	March 31, 2016

II-53

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Miami, State of Florida, on March 31, 2016.

HTS-SAN ANTONIO, L.P.
By:	HTS-San Antonio, Inc., as general partner
By:	/s/ VICTORIA J. KINCKE Victoria J. Kincke Senior Vice President and Secretary

        The person whose signature appears below constitutes and appoints Craig M. Nash, Jeanette E. Marbert and William L. Harvey and each of them, his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, severally, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, any subsequent registration statements pursuant to Rule 462 of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This power of attorney may be executed in counterparts.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ JOHN BURLINGAME John Burlingame	President (Principal executive officer)	March 31, 2016
/s/ WILLIAM L. HARVEY William L. Harvey	Executive Vice President (Principal financial officer)	March 31, 2016
/s/ JOHN A. GALEA John A. Galea	Senior Vice President and Treasurer (Principal accounting officer)	March 31, 2016
/s/ VICTORIA J. KINCKE Victoria J. Kincke	Senior Vice President and Secretary	March 31, 2016

II-54

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Miami, State of Florida, on March 31, 2016.

HTS-WILD OAK RANCH BEVERAGE, LLC
By:	/s/ VICTORIA J. KINCKE Victoria J. Kincke Senior Vice President and Secretary

        The person whose signature appears below constitutes and appoints Craig M. Nash, Jeanette E. Marbert and William L. Harvey and each of them, his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, severally, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, any subsequent registration statements pursuant to Rule 462 of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This power of attorney may be executed in counterparts.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ WILLIAM L. HARVEY William L. Harvey	President (Principal executive officer, principal financial officer and principal accounting officer) and Manager	March 31, 2016
/s/ VICTORIA J. KINCKE Victoria J. Kincke	Senior Vice President, Secretary and Manager	March 31, 2016

II-55

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Miami, State of Florida, on March 31, 2016.

HVC-HIGHLANDS, L.L.C.
By:	HT-Highlands, Inc., as general partner of Highlands Inn Investors II, L.P., the sole member
By:	/s/ JEANETTE E. MARBERT Jeanette E. Marbert Executive Vice President

        The person whose signature appears below constitutes and appoints Craig M. Nash, Jeanette E. Marbert and William L. Harvey and each of them, his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, severally, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, any subsequent registration statements pursuant to Rule 462 of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This power of attorney may be executed in counterparts.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ JOHN BURLINGAME John Burlingame	President (Principal executive officer)	March 31, 2016
/s/ WILLIAM L. HARVEY William L. Harvey	Executive Vice President (Principal financial officer) and Director	March 31, 2016
/s/ JOHN A. GALEA John A. Galea	Senior Vice President and Treasurer (Principal accounting officer)	March 31, 2016
/s/ JEANETTE E. MARBERT Jeanette E. Marbert	Executive Vice President and Director	March 31, 2016

II-56

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Miami, State of Florida, on March 31, 2016.

HV GLOBAL GROUP, INC.
By:	/s/ JEANETTE E. MARBERT Jeanette E. Marbert Executive Vice President

        The person whose signature appears below constitutes and appoints Craig M. Nash, Jeanette E. Marbert and William L. Harvey and each of them, his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, severally, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, any subsequent registration statements pursuant to Rule 462 of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This power of attorney may be executed in counterparts.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ JOHN BURLINGAME John Burlingame	President (Principal executive officer)	March 31, 2016
/s/ WILLIAM L. HARVEY William L. Harvey	Executive Vice President (Principal financial officer) and Director	March 31, 2016
/s/ JOHN A. GALEA John A. Galea	Senior Vice President, Treasurer (Principal accounting officer) and Director	March 31, 2016
/s/ JEANETTE E. MARBERT Jeanette E. Marbert	Executive Vice President and Director	March 31, 2016

II-57

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Miami, State of Florida, on March 31, 2016.

ILG MANAGEMENT, LLC
By:	/s/ JEANETTE E. MARBERT Jeanette E. Marbert Manager

        The person whose signature appears below constitutes and appoints Craig M. Nash, Jeanette E. Marbert and William L. Harvey and each of them, his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, severally, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, any subsequent registration statements pursuant to Rule 462 of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This power of attorney may be executed in counterparts.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ JEANETTE E. MARBERT Jeanette E. Marbert	Manager (Principal executive officer)	March 31, 2016
/s/ WILLIAM L. HARVEY William L. Harvey	Manager (Principal financial officer)	March 31, 2016
/s/ JOHN A. GALEA John A. Galea	Manager (Principal accounting officer)	March 31, 2016

II-58

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Miami, State of Florida, on March 31, 2016.

KEY WESTER LIMITED
By:	HTS-KW, Inc., as general partner
By:	/s/ JEANETTE E. MARBERT Jeanette E. Marbert Executive Vice President

        The person whose signature appears below constitutes and appoints Craig M. Nash, Jeanette E. Marbert and William L. Harvey and each of them, his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, severally, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, any subsequent registration statements pursuant to Rule 462 of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This power of attorney may be executed in counterparts.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ JOHN BURLINGAME John Burlingame	President (Principal executive officer)	March 31, 2016
/s/ WILLIAM L. HARVEY William L. Harvey	Executive Vice President (Principal financial officer) and Director	March 31, 2016
/s/ JOHN A. GALEA John A. Galea	Senior Vice President and Treasurer (Principal accounting officer)	March 31, 2016
/s/ JEANETTE E. MARBERT Jeanette E. Marbert	Executive Vice President and Director	March 31, 2016

II-59

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Miami, State of Florida, on March 31, 2016.

RESORT MANAGEMENT FINANCE SERVICES, INC.
By:	/s/ MICHELE KEUSCH Michele Keusch President

        The person whose signature appears below constitutes and appoints Craig M. Nash, Jeanette E. Marbert and William L. Harvey and each of them, his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, severally, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, any subsequent registration statements pursuant to Rule 462 of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This power of attorney may be executed in counterparts.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ MICHELE KEUSCH Michele Keusch	President (Principal executive officer) and Director	March 31, 2016
/s/ JILL TILTON SILVERMAN Jill Tilton Silverman	Treasurer (Principal financial officer and principal accounting officer) and Director	March 31, 2016
/s/ JENNIFER A. WEST Jennifer A. West	Secretary and Director	March 31, 2016

II-60

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Miami, State of Florida, on March 31, 2016.

WORLDEX CORPORATION
By:	/s/ JEANETTE E. MARBERT Jeanette E. Marbert President

        The person whose signature appears below constitutes and appoints Craig M. Nash, Jeanette E. Marbert and William L. Harvey and each of them, his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, severally, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, any subsequent registration statements pursuant to Rule 462 of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This power of attorney may be executed in counterparts.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ JEANETTE E. MARBERT Jeanette E. Marbert	President (Principal executive officer) and Director	March 31, 2016
/s/ WILLIAM L. HARVEY William L. Harvey	Executive Vice President (Principal financial officer) and Director	March 31, 2016
/s/ JOHN A. GALEA John A. Galea	Senior Vice President, Chief Financial Officer, Treasurer (Principal accounting officer) and Director	March 31, 2016

II-61

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Miami, State of Florida, on March 31, 2016.

HVO KEY WEST HOLDINGS, LLC
By:	HV Global Marketing Corporation, its sole member
By:	/s/ JEANETTE E. MARBERT Jeanette E. Marbert Executive Vice President

        The person whose signature appears below constitutes and appoints Craig M. Nash, Jeanette E. Marbert and William L. Harvey and each of them, his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, severally, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, any subsequent registration statements pursuant to Rule 462 of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This power of attorney may be executed in counterparts.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ JOHN BURLINGAME John Burlingame	President (Principal executive officer)	March 31, 2016
/s/ WILLIAM L. HARVEY William L. Harvey	Executive Vice President (Principal financial officer) and Director	March 31, 2016
/s/ JOHN A. GALEA John A. Galea	Senior Vice President (Principal accounting officer) and Treasurer	March 31, 2016
/s/ JEANETTE E. MARBERT Jeanette E. Marbert	Executive Vice President and Director	March 31, 2016

II-62

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Miami, State of Florida, on March 31, 2016.

SUNSET HARBOR DEVELOPMENT PARTNERSHIP
By:	HTS-Key West, Inc., as general partner
By:	/s/ JEANETTE E. MARBERT Jeanette E. Marbert Executive Vice President

        The person whose signature appears below constitutes and appoints Craig M. Nash, Jeanette E. Marbert and William L. Harvey and each of them, his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, severally, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, any subsequent registration statements pursuant to Rule 462 of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This power of attorney may be executed in counterparts.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ WILLIAM L. HARVEY William L. Harvey	Executive Vice President (Principal executive officer and principal financial officer) and Director	March 31, 2016
/s/ JOHN A. GALEA John A. Galea	Senior Vice President and Treasurer (Principal accounting officer)	March 31, 2016
/s/ JEANETTE E. MARBERT Jeanette E. Marbert	Executive Vice President and Director	March 31, 2016

II-63

EXHIBIT INDEX

Exhibit			Description	Incorporated By Reference Location
	2.1		Business Transfer Deed, dated August 3, 2013, among CLC Resort Management Limited, Gorvines Limited, VRI Europe Limited and the other parties thereto	ILG's Quarterly Report on Form 10-Q filed on November 5, 2013
	2.2		Equity Interest Purchase Agreement, dated May 6, 2014 among Hyatt Corporation, HTS-Aspen, L.L.C., S.O.I. Acquisition Corp. and Interval Leisure Group.	ILG's Quarterly Report on Form 10-Q filed on August 6, 2014
	2.3		Agreement and Plan of Merger, dated as of October 27, 2015, by and among Interval Leisure Group, Inc., Iris Merger Sub, Inc., Starwood Hotels & Resorts Worldwide, Inc. and Vistana Signature Experiences, Inc.	Exhibit 2.1 to the Current Report on Form 8-K/A filed by Starwood Hotels & Resorts Worldwide, Inc. on November 3, 2015
	2.4		Separation Agreement, dated as of October 27, 2015, by and among Interval Leisure Group, Inc., Starwood Hotels & Resorts Worldwide, Inc. and Vistana Signature Experiences, Inc.	Exhibit 2.2 to the Current Report on Form 8-K/A filed by Starwood Hotels & Resorts Worldwide, Inc. on November 3, 2015
	3.1		Amended and Restated Certificate of Incorporation of Interval Leisure Group, Inc.	ILG's Current Report on Form 8-K filed on August 25, 2008
	3.2		Fourth Amended and Restated By-laws of Interval Leisure Group, Inc.	ILG's Current Report on Form 8-K filed on December 12, 2014
	3.3		Certificate of Designation, Preferences and Rights of Series A Junior Participating Preferred Stock of Interval Leisure Group, Inc.	ILG's Quarterly Report on Form 10-Q filed on August 11, 2009
	3.4	*	Certificate of Incorporation of Vacation Holdings Hawaii, Inc. (now Aqua-Aston Holdings, Inc.)
	3.5	*	By-laws of Vacation Holdings Hawaii, Inc. (now Aqua-Aston Holdings, Inc.)
	3.6	*	Certificate of Formation of Aqua Hospitality LLC
	3.7	*	Amended and Restated Limited Liability Company Agreement of Aqua Hospitality LLC
	3.8	*	Articles of Organization of Aqua Hotels & Resorts, LLC
	3.9	*	Second Amended Operating Agreement of Aqua Hotels & Resorts, LLC
	3.10	*	Second Amended and Restated Certificate of Incorporation of Aqua Hotels and Resorts, Inc.
	3.11	*	By-laws of Aqua Hotels and Resorts, Inc.
	3.12	*	Certificate of Formation of Aqua Hotels and Resorts Operator LLC

II-64

Exhibit			Description	Incorporated By Reference Location
	3.13	*	Limited Liability Company Agreement of Aqua Hotels and Resorts Operator LLC
	3.14	*	Articles of Organization of Aqua Luana Operator LLC
	3.15	*	Operating Agreement of Aqua Luana Operator LLC
	3.16		Articles of Organization of ResortQuest Hawaii, LLC (now Aqua-Aston Hospitality, LLC)	ILG's Registration Statement on Form S-4 filed on October 3, 2008
	3.17		Amended and Restated Operating Agreement of ResortQuest Hawaii, LLC (now Aqua-Aston Hospitality, LLC)	ILG's Registration Statement on Form S-4 filed on October 3, 2008
	3.18	*	Articles of Organization of Aston Hotels & Resorts Florida, LLC
	3.19	*	Operating Agreement of Aston Hotels & Resorts Florida, LLC
	3.20	*	Certificate of Incorporation of CDP GP, Inc.
	3.21	*	By-laws of CDP GP, Inc.
	3.22	*	Certificate of Limited Partnership of CDP Investors, L.P.
	3.23	*	Agreement of Limited Partnership of CDP Investors, L.P.
	3.24	*	Certificate of Incorporation of Cerromar Development Partners GP, Inc.
	3.25	*	By-laws of Cerromar Development Partners GP, Inc.
	3.26	*	Certificate of Limited Partnership of Cerromar Development Partners, L.P., S.E.
	3.27	*	Agreement of Limited Partnership of Cerromar Development Partners, L.P., S.E.
	3.28	*	Articles of Organization of Diamond Head Management LLC
	3.29	*	First Amended Operating Agreement of Diamond Head Management LLC
	3.30	*	Certificate of Formation of Grand Aspen Holdings, LLC
	3.31	*	Second Amended and Restated Limited Liability Company Operating Agreement of Grand Aspen Holdings, LLC
	3.32	*	Certificate of Formation of Grand Aspen Lodging, LLC
	3.33	*	Limited Liability Company Operating Agreement of Grand Aspen Lodging, LLC
	3.34	*	Certificate of Limited Partnership of Highlands Inn Investors II, L.P.
	3.35	*	Agreement of Limited Partnership of Highlands Inn Investors II, L.P.

II-65

Exhibit			Description	Incorporated By Reference Location
	3.36	*	Articles of Organization of Hotel Management Services LLC
	3.37	*	First Amended Operating Agreement of Hotel Management Services LLC
	3.38	*	Certificate of Incorporation of H-Sub 68, Inc. (now HT-Highlands, Inc.)
	3.39	*	By-laws of HT-Highlands, Inc.
	3.40	*	Certificate of Formation of HTS-BC, L.L.C.
	3.41	*	Limited Liability Company Operating Agreement of HTS-BC, L.L.C.
	3.42	*	Certificate of Incorporation of HTS-Beach House, Inc.
	3.43	*	By-laws of HTS-Beach House, Inc.
	3.44	*	Certificate of Formation of HTS-Beach House Partner, L.L.C.
	3.45	*	Limited Liability Company Operating Agreement of HTS-Beach House Partner, L.L.C.
	3.46	*	Certificate of Incorporation of HTS-Coconut Point, Inc.
	3.47	*	By-laws of HTS-Coconut Point, Inc.
	3.48	*	Certificate of Incorporation of HTS-Ground Lake Tahoe, Inc.
	3.49	*	By-laws of HTS-Ground Lake Tahoe, Inc.
	3.50	*	Certificate of Incorporation of H-Sub 65, Inc. (now HTS-Key West, Inc.)
	3.51	*	By-laws of HTS-Key West, Inc.
	3.52	*	Certificate of Incorporation of HTS-KW, Inc.
	3.53	*	By-laws of HTS-KW, Inc.
	3.54	*	Certificate of Incorporation of HT-New Dulles Airport Hotel, Inc. (now HTS-Lake Tahoe, Inc.)
	3.55	*	By-laws of HTS-Lake Tahoe, Inc.
	3.56	*	Certificate of Incorporation of HTS-Loan Servicing, Inc.
	3.57	*	By-laws of HTS-Loan Servicing, Inc.
	3.58	*	Certificate of Incorporation of HTS-Main Street Station, Inc.
	3.59	*	By-laws of HTS-Main Street Station, Inc.
	3.60	*	Certificate of Formation of HTS-Maui, L.L.C.
	3.61	*	Limited Liability Company Operating Agreement of HTS-Maui, L.L.C.

II-66

Exhibit			Description	Incorporated By Reference Location
	3.62	*	Certificate of Incorporation of HTS-San Antonio, Inc.
	3.63	*	By-laws of HTS-San Antonio, Inc
	3.64	*	Certificate of Formation of HTS-San Antonio, L.L.C.
	3.65	*	Operating Agreement of HTS-San Antonio, L.L.C.
	3.66	*	Certificate of Limited Partnership of HTS-San Antonio, L.P.
	3.67	*	Agreement of Limited Partnership of HTS-San Antonio, L.P.
	3.68	*	Certificate of Incorporation of HTS-Sedona, Inc.
	3.69	*	By-laws of HTS-Sedona, Inc.
	3.70	*	Certificate of Formation of HTS-Sunset Harbor Partner, L.L.C.
	3.71	*	Limited Liability Company Operating Agreement of HTS-Sunset Harbor Partner, L.L.C.
	3.72	*	Articles of Organization of HTS-Wild Oak Ranch Beverage, LLC
	3.73	*	Regulations of HTS-Wild Oak Ranch Beverage, LLC
	3.74	*	Certificate of Formation of HTS-Windward Pointe Partner, L.L.C.
	3.75	*	Limited Liability Company Operating Agreement of HTS-Windward Pointe Partner, L.L.C.
	3.76	*	Certificate of Incorporation of H-Sub 54, Inc. (now HV Global Group, Inc.)
	3.77	*	By-laws of Hyatt Vacation Ownership, Inc. (now HV Global Group, Inc.)
	3.78	*	Certificate of Incorporation of H-Sub 67, Inc. (now HV Global Management Corporation)
	3.79	*	By-laws of Hyatt Vacation Management Corporation (now HV Global Management Corporation)
	3.80	*	Articles of Incorporation of Key West Vacation Marketing Company (now HV Global Marketing Corporation)
	3.81	*	By-laws of Key West Vacation Marketing Company (now HV Global Marketing Corporation)
	3.82	*	Certificate of Formation of HVC-Highlands, L.L.C.
	3.83	*	Articles of Organization of HVO Key West Holdings, LLC
	3.84	*	Limited Liability Company Agreement of HVO Key West Holdings, LLC

II-67

Exhibit			Description	Incorporated By Reference Location
	3.85		Certificate of Incorporation of Interval International, Inc. (now IIC Holdings, Incorporated)	ILG's Registration Statement on Form S-4 filed on October 3, 2008
	3.86		By-laws of Interval International, Inc. (now IIC Holdings, Incorporated)	ILG's Registration Statement on Form S-4 filed on October 3, 2008
	3.87	*	Articles of Incorporation of ILG International Holdings, Inc.
	3.88	*	By-laws of ILG International Holdings, Inc.
	3.89	*	Articles of Organization of ILG Management, LLC
	3.90	*	Operating Agreement of ILG Management, LLC
	3.91		Certificate of Incorporation of Interval Holdings, Inc.	ILG's Registration Statement on Form S-4 filed on October 3, 2008
	3.92		By-laws of Interval Holdings, Inc.	ILG's Registration Statement on Form S-4 filed on October 3, 2008
	3.93		Articles of Incorporation of New Interval International, Inc. (now Interval International, Inc.)	ILG's Registration Statement on Form S-4 filed on October 3, 2008
	3.94	*	Amended and Restated By-laws of Interval International, Inc.
	3.95		Articles of Incorporation of Tenstar Corporation (now Interval Resort & Financial Services, Inc.)	ILG's Registration Statement on Form S-4 filed on October 3, 2008
	3.96		By-laws of Tenstar Corporation (now Interval Resort & Financial Services, Inc.)	ILG's Registration Statement on Form S-4 filed on October 3, 2008
	3.97		Amended and Restated Articles of Organization of Interval Software Services, LLC	ILG's Registration Statement on Form S-4 filed on October 3, 2008
	3.98		Operating Agreement of Resort Solutions, LLC (now Interval Software Services, LLC)	ILG's Registration Statement on Form S-4 filed on October 3, 2008
	3.99	*	Articles of Organization Kai Management Services LLC
	3.100	*	First Amended Operating Agreement of Kai Management Services LLC
	3.101	*	Certificate of Partnership of Key Wester Limited
	3.102	*	Agreement of Limited Partnership of Key Wester Limited

II-68

Exhibit			Description	Incorporated By Reference Location
	3.103		Amended and Restated Articles of Organization of ResortQuest Real Estate of Hawaii, LLC (now Maui Condo and Home, LLC)	ILG's Registration Statement on Form S-4 filed on October 3, 2008
	3.104		Amended and Restated Operating Agreement of ResortQuest Real Estate of Hawaii, LLC (now Maui Condo and Home, LLC)	ILG's Registration Statement on Form S-4 filed on October 3, 2008
	3.105	*	Certificate of Formation of TPI Acquisition Holdings, LLC (now Management Acquisition Holdings, LLC)
	3.106	*	Limited Liability Company Agreement of TPI Acquisition Holdings, LLC (now Management Acquisition Holdings, LLC)
	3.107		Articles of Incorporation of Meragon Financial Services, Inc.	ILG's Registration Statement on Form S-4 filed on October 3, 2008
	3.108		By-laws of Meragon Financial Services, Inc.	ILG's Registration Statement on Form S-4 filed on October 3, 2008
	3.109		Articles of Incorporation of Meridian Financial Services, Inc.	ILG's Registration Statement on Form S-4 filed on October 3, 2008
	3.110		By-laws of Meridian Financial Services, Inc.	ILG's Registration Statement on Form S-4 filed on October 3, 2008
	3.111	*	Amended and Restated Articles of Incorporation of Owners' Resorts and Exchange, Inc.
	3.112	*	Amended and Restated By-laws of Owners' Resorts and Exchange, Inc.
	3.113	*	Articles of Organization of Paradise Vacation Adventures, LLC
	3.114	*	Articles of Incorporation of ICR Finance Services, Inc. (now Resort Management Finance Services, Inc.)
	3.115	*	By-laws of ICR Finance Services, Inc. (now Resort Management Finance Services, Inc.)
	3.116		Articles of Incorporation of REP Holdings, Ltd.	ILG's Registration Statement on Form S-4 filed on October 3, 2008
	3.117		By-laws of REP Holdings, LTD.	ILG's Registration Statement on Form S-4 filed on October 3, 2008
	3.118	*	Certificate of Incorporation of Resort Sales Services, Inc.
	3.119	*	By-laws of Resort Sales Services, Inc.

II-69

Exhibit			Description	Incorporated By Reference Location
	3.120		Amended and Restated Articles of Organization of RQI Holdings, LLC	ILG's Registration Statement on Form S-4 filed on December 24, 2008
	3.121		Amended and Restated Operating Agreement of RQI Holdings, LLC	ILG's Registration Statement on Form S-4 filed on October 3, 2008
	3.122	*	Articles of Incorporation of S.O.I. Acquisition Corp.
	3.123	*	By-laws of S.O.I. Acquisition Corp.
	3.124	*	Articles of Incorporation of Laguna Niguel Travel, Inc. (now Trading Places International, LLC)
	3.125	*	Limited Liability Company Agreement of Trading Places International, LLC
	3.126	*	Certificate of Incorporation of Vacation Ownership Lending GP, Inc.
	3.127	*	By-laws of Vacation Ownership Lending GP, Inc.
	3.128	*	Certificate of Limited Partnership of Vacation Ownership Lending, L.P.
	3.129	*	Articles of Incorporation of Vacation Resorts International
	3.130	*	By-laws of Vacation Resorts International
	3.131	*	Certificate of Incorporation of VOL GP, Inc.
	3.132	*	By-laws of VOL GP, Inc.
	3.133	*	Certificate of Limited Partnership of VOL Investors, L.P.
	3.134	*	Agreement of Limited Partnership of VOL Investors, L.P.
	3.135	*	Certificate of Formation of Windward Pointe II, L.L.C.
	3.136	*	Operating Agreement of Windward Pointe II, L.L.C.
	3.137		Articles of Incorporation of Worldex Corporation	ILG's Registration Statement on Form S-4 filed on October 3, 2008
	3.138		By-laws of Worldex Corporation	ILG's Registration Statement on Form S-4 filed on October 3, 2008
	3.139		Articles of Incorporation of Interval Travel, Inc. (now Worldwide Vacation & Travel, Inc.)	ILG's Registration Statement on Form S-4 filed on October 3, 2008
	3.140		By-laws of Interval Travel, Inc. (now Worldwide Vacation & Travel, Inc.)	ILG's Registration Statement on Form S-4 filed on October 3, 2008

II-70

Exhibit			Description	Incorporated By Reference Location
	4.1		Rights Agreement dated as of June 10, 2009, between Interval Leisure Group, Inc. and the Bank of New York Mellon, as Rights Agent, which includes the Form of Certificate of Designation, Preferences and Rights of Series A Junior Participating Preferred Stock as Exhibit A, the Form of Rights Certificate as Exhibit B and the Summary of Rights to Purchase Preferred Stock as Exhibit C	ILG's Current Report on Form 8-K filed on June 11, 2009
	4.2		Indenture, dated April 10, 2015, among Interval Acquisition Corp., Interval Leisure Group, Inc., the other Guarantors party thereto and HSBC Bank USA, National Association	ILG's Current Report on Form 8-K filed on April 10, 2015
	4.3		Registration Rights Agreement among Interval Acquisition Corp., Interval Leisure Group, Inc., the other Guarantors party thereto, and Wells Fargo Securities, LLC, dated April 10, 2015	ILG's Current Report on Form 8-K filed on April 10, 2015
	4.4		Form of 5.625% Senior Note due 2023	Exhibit A to Exhibit 4.2
	5.1	***	Opinion of Holland & Knight LLC
	5.2	***	Opinion of Goodsill Anderson Quinn & Stifel
	12.1	*	Computation of Ratio of Earnings to Fixed Charges
	21.1		Subsidiaries of Interval Leisure Group, Inc.	ILG's Annual Report on Form 10-K filed on February 26, 2016
	23.1	*	Consent of Ernst & Young LLP
	23.2	*	Consent of Ernst & Young LLP
	23.3	***	Consent of Holland & Knight LLP (included in Exhibit 5.1)
	25.1	*	Form T-1 Statement of Eligibility of The Bank of New York Mellon to act as Trustee
	99.1	*	Letter of Transmittal
	99.2	*	Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees
	99.3	*	Letter to Clients
	99.4	*	Notice of Guaranteed Delivery

†

Reflects management contracts and management and director compensatory plans

*

Filed Herewith.

**

Furnished Herewith

***

To be filed by amendment.

II-71

EX-3.4

Exhibit 3.4

CERTIFICATE OF INCORPORATION

OF

VACATION HOLDINGS HAWAII, INC.

I, the undersigned, for the purpose of incorporating and organizing a corporation under the General Corporation Law of the State of Delaware, do hereby execute this Certificate of Incorporation and do hereby certify as follows:

ARTICLE I

The name of the corporation (which is hereinafter referred to as the “Corporation”) is;

Vacation Holdings Hawaii, Inc.

ARTICLE II

The address of the Corporation’s registered Office in the State of Delaware is c/o National Registered Agents, Inc., 160 Greentree Drive, Suite 101, City of Dover, County of Kent, State of Delaware 19904. The name of the Corporation’s registered agent at such address is National Registered Agents, Inc.

ARTICLE III

The purpose of the Corporation shall be to engage in any lawful act or activity for which corporations may be organized and incorporated under the General Corporation Law of the State of Delaware.

ARTICLE IV

The Corporation shall be authorized to issue 40,000 shares of capital stock, 10,000 shares of which shall be Class A Common Stock, par value $0.01 per share (the “Class A Common Stock”), 10,000 shares of which shall be Class B Common Stock, par value $0.01 per share (the “Class B Common Stock”) and, together with the Class A Common Stock, the “Common Stock”) and 20,000 shares of which shall be Preferred Stock, par value $0.01 per share (the “Preferred Stock”).

The following is a statement of the designations and the powers, privileges and rights, and the qualifications, limitations or restrictions thereof in respect of each class of capital stock of the Corporation.

Section 1               Common Stock.

(a)           General. The voting, dividend and liquidation rights of the holders of the Common Stock are subject to and qualified by the rights of the holders of the Preferred Stock of any series as may be designated by the Board of Directors of the Corporation (the “Board”) upon any issuance of the Preferred Stock of any series. Except as otherwise provided in Section 1 of this Article IV and as otherwise required by applicable law, all shares of Class A Common Stock and Class B Common Stock shall be identical in all respects and shall entitle the holders thereof to the same rights, preferences and privileges, subject to the same qualifications, limitations and restrictions, as set forth herein.

(b)           Voting. Except as otherwise provided herein or required by applicable law, (a) each holder of Class A Common Stock shall be entitled to one vote for each share of Class A Common Stock held as of the applicable record date on any matter that is submitted to a vote or for the consent of the shareholders of the Corporation and (b) each holder of. Class

2

B Common Stock shall not be entitled to vote on any matter that is submitted to a vote or for the consent of the shareholders of the Corporation. Holders of Common Stock shall not be entitled to cumulate their votes for the election of directors or any other matter submitted to a vote of the shareholders of the Corporation.

(c)           Dividends. Subject to the provisions of the Preferred Stock, as and when dividends are declared or paid with respect to shares of Common Stock, whether in cash, property or securities of the Corporation, the holders of Class A Common Stock and the holders of Class B Common Stock shall be entitled to receive such dividends pro rata among all holders of Common Stock at the same rate per share of each class of Common Stock; provided, that (a) if dividends are declared or paid in shares of Common Stock, the dividends payable to holders of Class A Common Stock shall be payable in shares of Class A Common Stock and the dividends. payable to holders of Class B Common Stock shall be payable in shares of Class B Common Stock and (b) if the dividends consist of other voting securities of the Corporation, the Corporation shall make available to each holder of Class B Common Stock dividends consisting of nonvoting securities (except as otherwise required by law) of the Corporation which are otherwise identical to the voting securities and which are convertible into such voting securities on the same terms as the Class B Common Stock is convertible into the Class A Common Stock.

(d)           Liquidation. Subject to the provisions of the Preferred Stock, the holders of Class A Common Stock and Class B Common Stock shall be entitled to participate pro rata at the same rate per share of each class of Common Stock in all distributions to the holders of Common Stock in any liquidation, dissolution or winding up of the Corporation.

3

(e)           Conversion.

(i)            In connection with the occurrence of a Conversion Event, each outstanding share of Class B Common Stock shall be converted into a share of Class A Common Stock. For the purposes of Section l(e) of this Article IV, (i) “Conversion Event” shall mean (x) the occurrence of an initial Public Offering, or (y) the vote by the holders of a majority of the outstanding shares of Class A Common Stock to convert all of the shares of Class B Common Stock into shares of Class A Common Stock, and “Public Offering” shall mean the sale of shares of the Corporation’s Common Stock in an Underwritten public offering registered under the Securities Act of 1933, as amended from time to time (other than a public offering relating solely to a transaction under Rule 145 promulgated pursuant to the Securities Act (or any successor thereto) or to an employee benefit plan of the Corporation).

(ii)           The conversion of Class B Common Stock into Class A Common Stock shall be deemed to have been effected as of the close of business on the date of the Conversion Event and at such time the rights of the holder of the converted Class B Common Stock shall cease and each holder shall be deemed to have become tile holder of record of the shares of Class A Common Stock represented thereby.

(iii)          Promptly after the surrender of certificates and the receipt of written notice, the Corporation shall issue and deliver in accordance with the surrendering holder’s instructions the certificate or certificates for the Class A Common Stock issuable upon such conversion.

(iv)          The issuance of certificates for Class A Common Stock upon conversion of Class B Common Stock shall be made without charge to the holders of such

4

shares for any issuance tax in respect thereof or other cost incurred by the Corporation in connection with such conversion and the related issuance of Class A Common Stock.

(v)           The Corporation shall at all times reserve and keep available out of its authorized but unissued shares of Class A Common Stock, solely for the purpose of issuance upon the conversion of the Class B Common Stock, such number of shares of Class A Common Stock issuable upon the conversion of all outstanding Class B Common Stock.

(vi)          The Corporation shall not close its books against the transfer of shares of Common Stock in any manner which would interfere with the timely conversion of any shares of Class B Common Stock. The Corporation shall assist and cooperate with any holder of Class. B Common Stock required to make any governmental filings or obtain any governmental approval prior to or in connection with any conversion of Class B Common Stock hereunder (including, without limitation, making any filings required to be made by the Corporation).

(f)            Stock Splits. If the Corporation in any manner subdivides or combines or takes any similar action with respect to the outstanding shares of one class of Common Stock, the outstanding shares of the other classes of Common Stock shall be proportionately subdivided or combined in a similar manner or a similar action will be taken with respect to such other classes.

Section 2               Preferred Stock. Preferred Stock shall be issued in one or more series. The Board is authorized, subject to any limitations prescribed by law, to provide for the issuance of shares of Preferred Stock in series, and by filing a certificate pursuant to the applicable law of the State of Delaware, to establish from time to time the number of shares to be included in each such series, and to fix the designations, powers, preferences and

5

rights of the shares of each such series and any qualifications, limitations or restrictions thereof. Different series of Preferred Stock shall not be construed to constitute different classes of shares for the purposes of voting by classes unless expressly provided.

Section 3               Series A Preferred Stock. The designated powers, preferences and rights, and qualifications, limitations and restrictions thereof, of the Series A Preferred Stock are as follows:

(a)           Number of Shares; Designation. A total of ten thousand (10,000) shares of Preferred Stock are hereby designated as “Series A Preferred Stock” (the “Series A Preferred Stock”).

(b)           Rank. The Series A Preferred Stock shall, with respect to payment of dividends, (i) rank senior and prior to the Common Stock and all Junior Dividend Stock (as defined in Paragraph (c)(i)(D)), (ii) rank 011 a parity with all Parity Dividend Stock (as defined in Paragraph (c)(i)(D)), and (iii) rank junior to any class or series of capital stock ranking senior and prior to the Series A Preferred Stock with respect to the payment of dividends (“Senior Dividend Stock”) and to any class or series of capital stock of the Corporation (other than the Common Stock), whether currently issued or issued in the future, that does not by its terms expressly provide that it ranks on a parity with or junior to the Series A Preferred Stock as to dividends. The Series A Preferred Stock shall, with respect to rights upon liquidation, dissolution or winding up of the affairs of the Corporation,

(c)           Dividends. (i)(A) The holders of the issued and outstanding shares of the Series A Preferred Stock shall be entitled to receive, to the extent funds are legally available therefor, as and when declared by the Board, cumulative dividends at the annual rate per share of 10% of the Liquidation Preference (as defined in Paragraph (d)(i)), and all unpaid

6

dividends, if any, whether or not declared, from the date of issuance of each share of Series A Preferred Stock to the applicable dividend payment date. Dividends on shares of Series A Preferred Stock shall be payable quarterly. The first dividend shall be payable on [June 30], 2007, and thereafter, dividends shall be payable on each September 30, December 31, March 31 and June 30 (each, a “Dividend Payment Date”).

(B)          Dividends on the Series A Preferred Stock shall be paid in cash or, at the election of the Board, in additional shares of Series A Preferred Stock. If any dividends are paid in additional shares of Series A Preferred Stock, the issuance of the requisite number of such shares of Series A Preferred Stock (such number determined as. provided in the next sentence) shall constitute full payment of any such dividend. Shares, or fractions thereof, of Series A Preferred Stock issued to pay dividends shall be valued at their Liquidation Preference. All dividend payments paid with respect to shares of Series A Preferred Stock shall be paid pro rata to the holders entitled thereto. All shares of Series A Preferred Stock issued as a dividend with respect to shares of Series A Preferred Stock shall thereupon be duly authorized, validly issued, fully paid and non-assessable.

(C)          Each fractional share of the Series A Preferred Stock outstanding shall be entitled to a ratably proportionate amount of all dividends accruing with respect to each outstanding share of the Series A Preferred Stock pursuant to Paragraph (c)(i)(A) of this Section 3, and all of such dividends with respect to such outstanding fractional shares shall be fully cumulative and shall accrue (whether or not declared), without interest, and shall be payable in the same manner and at such times

7

as provided for in Paragraphs (c)(i)(A) and (c)(i)(B) of this Section 3 with respect to dividends on each outstanding share of the Series A Preferred Stock.

(D)          Dividends to be paid on a Dividend Payment Date shall be payable to the holders of record of shares of the Series A Preferred Stock as they appear on the stock register of the Corporation at the close of business on such record dates (each, a “Dividend Payment Record Date”), which shall be not more than 40 days nor fewer than 10 days preceding each Dividend Payment Date thereof, as shall be fixed by the Board. Holders of shares of the Series A Preferred Stock shall be entitled to receive dividends in preference to and in priority over dividends upon the Common Stock and any other series or class of the Corporation’s capital stock that ranks junior as to dividends to the Series A Preferred Stock (“Junior Dividend Stock”) and shall be on a parity as to dividends with any series or class of that: Corporation’s capital stock that does not rank senior or junior as to dividends with the Series A Preferred Stock (“Parity Dividend Stock”). The holders of shares of the Series A Preferred Stock shall not be entitled to any dividends in excess of full cumulative dividends, as herein provided.

(ii)           No dividends, other than dividends payable solely in Common Stock, Junior Dividend Stock, or warrants or other rights to acquire Common Stock or Junior Dividend Stock, shall be paid or declared and set apart for payment on, and no purchase, redemption or other acquisition shall be made by the Corporation or entity directly or indirectly controlled by the Corporation of, any Common Stock or Junior Dividend Stock unless and until all accrued and unpaid dividends on the Series A Preferred Stock shall have been paid.

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(iii)          No dividends paid in cash shall be paid or declared and set apart for payment on any Parity Dividend Stock for any period unless the Corporation has paid or declared and set apart for payment, or contemporaneously pays or declares and sets apart for payment, on the Series A Preferred Stock all accrued and unpaid dividends for all dividend payment periods terminating on or prior to the date of payment of such dividends.

(d)Liquidation.

(i)            In the event of any voluntary or involuntary liquidation, dissolution or winding-up of the Corporation, the holders of the outstanding shares of Series A Preferred Stock shall be entitled to receive $100,000 per share (the “Liquidation Preference”), plus an amount in cash equal to the accrued and unpaid dividends thereon, whether or not declared, to the payment date.

(ii)           In the event of any voluntary or involuntary liquidation, dissolution or winding-up of the Corporation, the holders of shares of Series A Preferred Stock (A) shall not be entitled to receive the Liquidation Preference of the shares held by them until payment in full or provision has been made for the payment of all claims of creditors of the Corporation and the liquidation preference of any class or series of capital stock ranking senior to the Series A Preferred Stock with respect to rights upon liquidation, dissolution or winding up of the affairs of the Corporation (“Senior Liquidation Stock”), plus accrued and unpaid dividends thereon, if any, whether or not declared, to the payment date, shall have been paid in full and (B) shall be entitled to receive the Liquidation Preference of such shares held by them, plus an amount in cash equal to the accrued and unpaid dividends thereon, if any, whether or not declared, to the payment date, in preference to and in priority over any distributions upon the Common Stock and any other series or class of the Corporation’s capital

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stock that ranks junior to the Series A Preferred Stock as to rights upon liquidation, dissolution or winding up of the affairs of the Corporation (“Junior Liquidation Stock”). Upon payment in full of the Liquidation Preference plus an amount in cash equal to the accrued and unpaid dividends thereon, if any, whether or not declared, to the payment date, to which the holders of shares of the Series A Preferred Stock are entitled, the holders of shares of the Series A Preferred Stock shall not be entitled to any further participation in any distribution of assets by the Corporation. Subject to clause (A) above, if the assets of the Corporation are not sufficient to pay in full the Liquidation Preference plus an amount in cash equal to the accrued and unpaid dividends thereon, if any, whether or not declared, to the payment date, payable to the holders of shares of the Series A Preferred Stock and the liquidation preference payable to the holders of any series or class of the Corporation’s capital stock, outstanding on the date hereof or hereafter issued, that ranks on a parity with the Series A Preferred Stock as to rights upon liquidation, dissolution or winding up of the affairs of the Corporation (“Parity Liquidation Stock”), the holders of all such shares shall share ratably in proportion to the full respective preferential amounts payable on such shares in any distribution.

(iii)          For the purposes of this paragraph (d), neither the sale of all or substantially all of the assets of the Corporation nor the consolidation or merger of the Corporation with or into any other entity shall be deemed to be a voluntary or involuntary liquidation, dissolution or winding-up of the Corporation, unless (A) such sale, consolidation or merger shall be in connection with a plan of liquidation, dissolution or winding up of the Corporation or (B) a majority of the outstanding shares of Series A Preferred Stock entitled to vote thereon shall have consented to the treatment of such sale, consolidation

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or merger as a liquidation of the Corporation, in which case such sale, consolidation or merger shall be deemed a liquidation of the Corporation for purposes of this paragraph (d), and in which case, as a condition precedent to such sale, consolidation or merger, and immediately prior thereto, the outstanding shares of Series A Preferred Stock shall be redeemed for an amount in cash (or such other securities or property to which a majority of the outstanding shares of Series A Preferred Stock entitled to vote thereon shall have consented) equal to the Liquidation Preference thereof plus an amount equal to the accrued and unpaid dividends thereon, if any, whether or not declared, to the redemption date.

(e)Voting Rights.

(i)Except as otherwise required by law and as set forth in paragraph (e)(ii) below, the holders of Series A Preferred Stock shall have no voting rights.

(ii)So long as any shares of the Series A Preferred Stock are outstanding, in addition to any vote or consent of stockholders required by law or by the Corporation’s Certificate of Incorporation, the affirmative vote or consent of the holders of at least a majority of the shares of Series A Preferred Stock at any time issued and outstanding, acting as a single class, given in person or by proxy at any meeting called for such purpose, shall be necessary for effecting or validating:

(A)any reclassification of the Series A Preferred Stock or any amendment, alteration or repeal (including as a result of a merger or consolidation involving the Corporation, including a merger or consolidation in which the Series A Preferred Stock is converted into a different class or series of stock or other securities of this Corporation or stock or other securities of another corporation, including, in the latter case, stock having rights preferences and powers identical to those of the Series A Preferred

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Stock and including any merger in which the Series A Preferred Stock is converted into cash) of any of the provisions of the Certificate of Incorporation or Bylaws of the Corporation which adversely affects the voting powers, rights or preferences of the holders of the shares of Series A Preferred Stock; provided, that any amendment of the provisions of the Corporation’s Certificate of Incorporation so as to authorize or create, or to increase the authorized amount of, Junior Liquidation Stock or Junior Dividend Stock shall not be deemed to affect adversely the voting powers, rights or preferences of the holders of shares of Series A Preferred Stock;

(B)the authorization or creation of, or the increase in the authorized amount of, or the issuance of any shares of any class or series of Senior Liquidation Stock, Parity Liquidation Stock; Senior Dividend Stock or Parity Dividend Stock or any security convertible into shares of any class or series of Senior Liquidation Stock, Parity Liquidation Stock, Senior Dividend Stock or Parity Dividend Stock; or

(C)the consolidation of the Corporation with or into any other entity, and the merger of the Corporation into any other entity or the merger of the Corporation with any other entity in a merger in which the Corporation is the surviving entity, unless, in the latter case, the resulting corporation will thereafter have no class or series of shares and no other securities either authorized or outstanding ranking prior to, or on a parity with, shares of Series A Preferred Stock in the payment of dividends or the distribution of its assets on liquidation, dissolution or winding up.

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In connection with any right to vote pursuant to paragraph (e)(ii), each holder of shares of Series A Preferred Stock shall have one vote for each share held.

(f)Waiver. Any rights of the holders of Series A Preferred Stock set forth herein may be waived by the affirmative vote or consent of the holders of a majority of the shares of Series A Preferred Stock then outstanding.

(g)Status of Shares. All shares of the Series A Preferred Stock that are at any time reacquired by the Corporation shall be retired by the Board and shall not be reissued and, upon the taking of any action required by applicable law, shall have the status of authorized but unissued shares of Preferred Stock, without designation as to series, subject to reissuance by the Board as shares of any one or more other series.

ARTICLE V

Unless and except to the extent that the By-Laws of the Corporation shall so require, the election of directors of the Corporation need not be by written ballot.

ARTICLE VI

In furtherance and not in limitation of the powers conferred by law, the Board is expressly authorized and empowered to make, alter and repeal the By-Laws of the Corporation by a majority vote at any regular or special meeting of the Board or by written consent, subject to the power of the stockholders of the Corporation to alter or repeal any By-Laws made by the Board.

ARTICLE VII

The Corporation reserves the right at any time from time to time to amend, after, change or repeal any pro vision contained in this Certificate of Incorporation, and any other provisions authorized by the laws of the State of Delaware at the time in force may be

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added or inserted, in the manner now or hereafter prescribed by law; and all rights, preferences and privileges of whatsoever nature conferred upon stockholders, directors or any other persons whomsoever by and pursuant to this Certificate of Incorporation in its present form or as hereafter amended are granted subject to the right reserved in this Article.

ARTICLE VIII

The Corporation hereby renounces, to the fullest extent permitted by Section 122(17) of the General Corporation Law of the State of Delaware, any interest or expectancy of the Corporation in, or in being offered an opportunity to participate in, any business opportunities presented to one or more of its directors or stockholders.

ARTICLE IX

Section 1Elimination of Certain Liability of Directors. A director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent such exemption from liability or limitation thereof is not permitted under the General Corporation Law of the State of Delaware as the same exists or may hereafter be amended.

Any repeal or modification of the foregoing paragraph shall not adversely affect any right or protection of a director of the Corporation existing hereunder with respect to any act or omission occurring prior to such repeal or modification.

Section 2Indemnification and Insurance.

(a)Right to Indemnification. Each person who was or is made a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he or she, or a person of whom he or she is the legal representative, is or was a director

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or officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the General Corporation Law of the State of Delaware, as the same exists or may hereafter be amended (but, in the case of any such amendment, to the fullest extent permitted by law, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment), against all expense, liability and loss (including attorneys’ fees, judgments, fines, amounts paid or to be paid in settlement, and excise taxes or penalties arising under the Employee Retirement Income Security Act of 1974) reasonably incurred or suffered by such person in connection therewith and such indemnification shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of his or her heirs, executors and administrators; provided, however, that, except as provided in paragraph (b) hereof, the Corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the Board. The right to indemnification conferred in this Section shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if the General Corporation Law of the State of Delaware requires, the payment of such expenses incurred by a director or officer in his or her capacity as a director or officer (and

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not in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding, shall be made only upon delivery to the Corporation of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under this Section or otherwise. The Corporation may, by action of the Board, provide indemnification to employees and agents of the Corporation with the same scope and effect as the foregoing indemnification of directors and officers.

(b)Right of Claimant to Bring Suit. If a claim under paragraph (a) of this Section is not paid in full by the Corporation within thirty days after a written claim has been received by the Corporation, the claimant may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim and, if successful i n whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending my proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the Corporation) that the claimant has not met the standards of conduct which make it permissible under the General Corporation Law of the State of Delaware for the Corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the Corporation. Neither the failure of the Corporation (including its Board, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the General Corporation

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Law of the State of Delaware, nor an actual determination by the Corporation (including its Board, independent legal counsel, or its stockholders) that the claimant bas not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

(c)Non-Exclusivity of Right. The right to indemnification and the payment of expenses incurred in defending a proceeding in advance of its final disposition conferred in this Section shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of the Certificate of incorporation, By-law, agreement, vote of stockholders or disinterested directors or otherwise.

(d)Insurance. The Corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise against any such expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the General Corporation Law of the State of Delaware.

ARTICLE X

The name and mailing address of the incorporator is Gregg Winiarski c/o IAC/InterActiveCorp, 555 West 18th Street, New York, New York 10011.

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IN WITNESS WHEREOF, I, the undersigned, being the incorporator herein before named, do hereby further certify that the facts hereinabove stated are truly set forth and, accordingly, I have hereunto set my hand this 11th day of April, 2007.

/s/ Gregg Winiarski

Gregg Winiarski

Incorporator

CERTIFICATE OF AMENDMENT OF
THE CERTIFICATE OF INCORPORATION OF
VACATION HOLDINGS HAWAII, INC.

Pursuant to Section 242 of the General Corporation Law of the State of Delaware, Vacation Holdings Hawaii, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY:

FIRST: That the Board of Directors of the Corporation duly adopted resolutions proposing and declaring advisable the following amendment to the certificate of incorporation of the Corporation:

Article IV Section 1(e) is hereby deleted in its entirety and Article IV Section 1(f) is hereby modified to become Article IV Section 1(e).

SECOND: That by action of written consent dated September 19, 2008, the stockholders of the Corporation entitled to vote thereon consented to the adoption of such amendment.

THIRD: That said amendment was duly adopted in accordance with Section 242 of the General Corporation Law of the State of Delaware.

FOURTH: That said amendment shall become effective on the date of filing.

[signature appears on next page]

IN WITNESS WHEREOF, said Corporation has caused this certificate to be signed this 22nd day of September, 2008.

VACATION HOLDINGS HAWAII, INC.
By:	/s/ Jeanette E. Marbert
Name:	Jeanette E. Marbert
Title:	Executive Vice President

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STATE OF DELAWARE
CERTIFICATE OF AMENDMENT
OF CERTIFICATE OF INCORPORATION

The corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware does hereby certify:

FIRST:  That at a meeting of the Board of Directors of Vacation Holdings Hawaii, Inc. resolutions were duly adopted setting forth a proposed amendment of the Certificate of Incorporation of said corporation, declaring said amendment to be advisable and calling a meeting of the stockholders of said corporation for consideration thereof. The resolution setting forth the proposed amendment is as follows:

RESOLVED, that the Certificate of Incorporation of this corporation be amended by changing the Article thereof numbered “Article I” so that, as amended, said Article shall be and read as follows:

The name of the corporation (which is hereinafter referred to as the “Corporation”) is:

HOSPITALITY PARTNERS, INC.

SECOND:  That thereafter, pursuant to resolution of its Board of Directors, a special meeting of the stockholders of said corporation was duly called and held upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware at which meeting the necessary number of shares as required by statute were voted in favor of the amendment.

THIRD:  That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, said corporation has caused this certificate to be signed this 7th day of May, 2014

By:	/s/ Victoria J. Kincke
	Authorized Officer
Title:	Sr. Vice President and Secretary
Name:	Victoria J. Kincke
	Print or Type

STATE OF DELAWARE
CERTIFICATE OF AMENDMENT
OF CERTIFICATE OF INCORPORATION

The corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware does hereby certify:

FIRST:  That at a meeting of the Board of Directors of HOSPITALITY PARTNERS, INC. resolutions were duly adopted setting forth a proposed amendment of the Certificate of Incorporation of said corporation, declaring said amendment to be advisable and calling a meeting of the stockholders of said corporation for consideration thereof. The resolution setting forth the proposed amendment is as follows:

RESOLVED, that the Certificate of Incorporation of this corporation be amended by changing the Article thereof numbered “Article I” so that, as amended, said Article shall be and read as follows:

The name of the corporation (which is hereinafter referred to as the “Corporation”) is:

AHR HOSPITALITY PARTNERS, INC.

SECOND:  That thereafter, pursuant to resolution of its Board of Directors, a special meeting of the stockholders of said corporation was duly called and held upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware at which meeting the necessary number of shares as required by statute were voted in favor of the amendment.

THIRD:  That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, said corporation has caused this certificate to be signed this 11th day of September, 2014

By:	/s/ Victoria J. Kincke
	Authorized Officer
Title:	Sr. Vice President and Secretary
Name:	Victoria J. Kincke
	Print or Type

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EX-3.5

Exhibit 3.5

BY-LAWS

OF

VACATION HOLDINGS HAWAII, INC.

(as of April 11, 2007)

ARTICLE I

OFFICES

SECTION 1. REGISTERED OFFICE — The registered office of Vacation Holdings Hawaii, Inc. (the “Corporation”) shall be established and maintained at the office of National Registered Agents, Inc. at 160 Greentree Drive, Suite 101, in the City of Dover, County of Kent, State of Delaware 19904, and said National Registered Agents, Inc. shall be the registered agent of the Corporation in charge thereof.

SECTION 2. OTHER OFFICES — The Corporation may have other offices, either within or without the State of Delaware, at such place or places as the Board of Directors may from time to time select or the business of the Corporation may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

SECTION 1. ANNUAL MEETINGS — Annual meetings of stockholders for the election of directors, and for such other business as may be stated in the notice of the meeting, shall be held at such place, either within or without the State of Delaware, and at such time and date as the Board of Directors, by resolution, shall determine and as set forth in the notice of the meeting. If the Board of Directors fails so to determine the time, date and place of meeting, the annual meeting of stockholders shall be held at the registered office of the Corporation on the first Tuesday in April. If the date of the annual meeting shall fall upon a legal holiday, the meeting shall be held on the next succeeding business day. At each annual meeting, the stockholders entitled to vote shall elect a Board of Directors and they may transact such other corporate business as shall be stated in the notice of the meeting.

SECTION 2.         SPECIAL MEETINGS — Special meetings of the stockholders for any purpose or purposes may be called by the Chairman of the Board, the President or the Secretary, or by resolution of the Board of Directors,

SECTION 3.         VOTING — Each stockholder entitled to vote in accordance

with the terms of the Certificate of Incorporation of the Corporation and these By-Laws may vote in person or by proxy, but no proxy shall be voted after three years from its date unless such proxy provides for a longer period. All elections for directors shall be decided by plurality vote; all other questions shall be decided by majority vote except as otherwise provided by the Certificate of Incorporation or the laws of the State of Delaware.

A complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, with the address of each, and the number of shares held by each, shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof; and may be inspected by any stockholder who is entitled to be present

SECTION 4.         QUORUM — Except as otherwise required by law, by the Certificate of Incorporation of the Corporation or by these By-Laws, the presence, in person or by proxy, of stockholders holding shares constituting a majority of the voting power of the Corporation shall constitute a quorum at all meetings of the stockholders. In case a quorum shall not be present at any meeting, a majority in interest of the stockholders entitled to vote thereat, present in person or by proxy, shall have the power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until the requisite amount of stock entitled to vote shall be present. At any such adjourned meeting at which the requisite amount of stock entitled to vote shall be represented, any business may be transacted that might have been transacted at the meeting as originally noticed; but only those stockholders entitled to vote at the meeting as originally noticed shall be entitled to vote at any adjournment or adjournments thereof.

SECTION 5.         NOTICE OF MEETINGS — Written notice, stating the place, date and time of the meeting, and the general nature of the business to be considered, shall be given to each stockholder entitled to vote thereat, at his or her address as it appears on the records of the Corporation, not less than ten nor more than sixty days before the date of the meeting. No business other than that stated in the notice shall be transacted at any meeting without the unanimous consent of all the stockholders entitled to vote thereat.

SECTION 6.         ACTION WITHOUT MEETING — Unless otherwise provided by the Certificate of Incorporation of the Corporation, any action required or permitted to be taken at any annual or special meeting of stockholders may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

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ARTICLE III

DIRECTORS

SECTION 1.         NUMBER AND TERM — The business and affairs of the Corporation shall be managed under the direction of a Board of Directors which shall consist of not less than two persons. The exact number of directors shall initially be two and may thereafter be fixed from time to time by the Board of Directors. Directors shall be elected at the annual meeting of stockholders and each director shall be elected to serve until his or her successor shall be elected and shall qualify. A director need not be a stockholder.

SECTION 2.         RESIGNATIONS — Any director may resign at any time. Such resignation shall be made in writing, and shall take effect at the time specified therein, and if no time be specified, at the time of its receipt by the Chairman of the Board, the President or the Secretary. The acceptance of a resignation shall not be necessary to make it effective.

SECTION 3.         VACANCIES — If the office of any director becomes vacant, the remaining directors in the office, though less than a quorum, by a majority vote, may appoint any qualified person to fill such vacancy, who shall hold office for the unexpired term and until his or her successor shall be duly chosen. If the office of any director becomes vacant and there are no remaining directors, the stockholders, by the affirmative vote of the holders of shares constituting a majority of the voting power of the Corporation, at a special meeting called for such purpose, may appoint any qualified person to fill such vacancy.

SECTION 4.         REMOVAL — Except as hereinafter provided, any director or directors may be removed either for or without cause at any time by the affirmative vote of the holders of a majority of the voting power entitled to vote for the election of directors, at an annual meeting or a special meeting called for the purpose, and the vacancy thus created may be filled, at such meeting, by the affirmative vote of holders of shares constituting a majority of the voting power of the Corporation.

SECTION 5.         COMMITTEES — The Board of Directors may, by resolution. or resolutions passed by a majority of the whole Board of Directors, designate one or more committees, each committee to consist of one or mare directors of the Corporation.

Any such committee, to the extent provided in the resolution of the Board of Directors, or in these By-Laws, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it.

SECTION 6.         MEETINGS — The newly elected directors may hold their first meeting for the purpose of organization and the transaction of business, if a quorum be present, immediately after the annual meeting of the stockholders; or the time and place of such meeting may be fixed by consent of all the Directors.

Regular meetings of the Board of Directors may be held without notice at such places and times as shall be determined from time to time by resolution of the Board of Directors.

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Special meetings of the Board of Directors may be called by the Chairman of the Board or the President, or by the Secretary on the written request of any director, on at least one day’s notice to each director (except that notice to any director may be waived in writing by such director) and shall be held at such place or places as may be determined by the Board of Directors, or as shall be stated in the call of the meeting.

Unless otherwise restricted by the Certificate of Incorporation of the Corporation or these By-Laws, members of the Board of Directors, or any committee designated by the Board of Directors, may participate in any meeting of the Board of Directors or any committee thereof by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.

SECTION 7.         QUORUM — A majority of the Directors shall constitute a quorum for the transaction of business. If at any meeting of the Board of Directors there shall be less than a quorum present, a majority of those present may adjourn the meeting from time to time until a quorum is obtained, and no further notice thereof need be given other than by announcement at the meeting which shall be so adjourned. The vote of the majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors unless the Certificate of Incorporation of the Corporation or these By-Laws shall require the vote of a greater number.

SECTION 8.         COMPENSATION — Directors shall not receive any stated salary for their services as directors or as members of committees, but by resolution of the Board of Directors a fixed fee and expenses of attendance may be allowed for attendance at each meeting. Nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity as an officer, agent or otherwise, and receiving compensation therefor.

SECTION 9.         ACTION WITHOUT MEETING — Any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting if a written consent thereto is signed by all members of the Board of Directors or of such committee, as the case may be, and such written consent is filed with the minutes of proceedings of the Board of Directors or such committee.

ARTICLE IV

OFFICERS

SECTION 1.         OFFICERS — The officers of the Corporation shall be a Chairman of the Board, a President, one or more Vice Presidents, a Treasurer and a Secretary, all of whom shall be elected by the Board of Directors and shall hold office until their successors are duly elected and qualified. In addition, the Board of Directors may elect such Assistant Secretaries and Assistant Treasurers as they may deem proper. The Board of Directors may appoint such ether officers and agents as it may deem advisable, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors.

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SECTION 2.         CHAIRMAN OF THE BOARD — The Chairman of the Board shall be the Chief Executive Officer of the Corporation. He or she shall preside at all meetings of the Board of Directors and shall have and perform such other duties as may be assigned to him or her by the Board of Directors. The Chairman of the Board shall have the power to execute bonds, mortgages and other contracts on behalf of the Corporation, and to cause the seal of the Corporation to be affixed to any instrument requiring it, and when so affixed the seal shall be attested to by the signature of the Secretary or the Treasurer or an Assistant Secretary or an Assistant Treasurer.

SECTION 3.         PRESIDENT — The President shall be the Chief Operating Officer of the Corporation. He or she shall have the general powers and duties of supervision and management usually vested in the office of President of a corporation. The President shall have the power to execute bonds, mortgages and other contracts on behalf of the Corporation, and to cause the seal to be affixed to thy instrument requiting it, and when so affixed the seal shall be attested to by the signature of the Secretary or the Treasurer or an Assistant Secretary or an Assistant Treasurer.

SECTION 4.         VICE PRESIDENTS — Each Vice President shall have such powers and shall perform such duties as shall be assigned to him or her by the Board of Directors.

SECTION 5.         TREASURER — The Treasurer shall be the Chief Financial Officer of the Corporation. He or she shall have the custody of the Corporate funds and securities and shall keep full and accurate account of receipts and disbursements in books belonging to the Corporation. He or she shall deposit all moneys and other valuables in the name and to the credit of the Corporation in such depositaries as may be designated by the Board of Directors. He or she shall disburse the funds of the Corporation as may be ordered by the Board of Directors, the Chairman of the Board, or the President, taking proper vouchers for such disbursements. He or she shall render to the Chairman of the Board, the President and Board of Directors at the regular meetings of the Board of Directors, or whenever they may request it, an account of all his or her transactions as Treasurer and of the financial condition of the Corporation. If required by the Board of Directors, he or she shall give the Corporation a bond for the faithful discharge of his or her duties in such amount and with such surety as the Board of Directors shall prescribe.

SECTION 6.         SECRETARY — The Secretary shall give, or cause to be given, notice of all meetings of stockholders and of the Board of Directors and all other notices required by law or by these By-Laws, and in case of his or her absence or refusal or neglect so to do, any such notice may be given by any person thereunto directed by the Chairman of the Board or the President, or by the Board of Directors, upon whose request the meeting is called as provided in these By-Laws. He or she shall record all the proceedings of the meetings of the Board of Directors, any committees thereof and the stockholders of the Corporation in a book to be kept for that purpose, and shall perform such other duties as may be assigned to him or her by the Board of Directors, the Chairman of the Board or the President. He or she shall have the custody of the seal of the Corporation and shall affix the same to all Monuments requiring it, when authorized by the Board of Directors, the Chairman of the Board or the President, and attest to the same.

SECTION 7.         ASSISTANT TREASURERS AND ASSISTANT SECRETARIES — Assistant Treasurers and Assistant Secretaries, if any, shall be elected and shall have such powers and shall perform such duties as shall be assigned to them, respectively, by the Board of Directors.

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ARTICLE V

MISCELLANEOUS

SECTION I.          CERTIFICATES OF STOCK — A certificate of stock shall be issued to each stockholder certifying the number of shares owned by such stockholder in the Corporation. Certificates of stock of the Corporation shall be of such form and device as the Board of Directors may from time to time determine.

SECTION 2.         LOST CERTIFICATES — A new certificate of stock may be issued in the place of any certificate theretofore issued by the Corporation, alleged to have been lost or destroyed, and the Board of Directors may, in its discretion, require the owner of the lost or destroyed certificate, or such owner’s legal representatives, to give the Corporation a bond, in such sum as they may direct, not exceeding double the value of the stock, to indemnify the Corporation against any claim that may be made against it on account of the alleged loss of any such certificate, or the issuance of any such new certificate.

SECTION 3.         TRANSFER OF SHARES — The shares of stock of the Corporation shall be transferable only upon its books by the holders thereof in person or by their duly authorized attorneys or legal representatives, and upon such transfer the old certificates shall be surrendered to the Corporation by the delivery thereof to the person in charge of the stock and transfer books and ledgers, or to such other person as the Board of Directors may designate, by whom they shall be cancelled, and new certificates shall thereupon be issued. A record shall be made of each transfer and whenever a transfer shall be made for collateral security, and not absolutely, it shall be so expressed in the entry of the transfer.

SECTION 4.         STOCKHOLDERS RECORD DATE — In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors and which record date: (1) in the case of determination of stockholders entitled to vote at any meeting of stockholders or adjournment thereof, shall, unless otherwise required by law, not be more than sixty nor less than ten days before the date of such meeting; (2) in the case of determination of stockholders entitled to express consent to corporate action in writing without a meeting, shall not be more than ten days from the date upon which the resolution fixing the record date is adopted by the Board of Directors; and (3) in the case of any other action, shall not be more than sixty days prior to such other action. If no record date is fixed: (1) the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held; (2) the record date for determining stockholders entitled to express consent to corporate action in writing without a meeting when no prior action of the Board of Directors is required by law, shall be the first day on which a signed written consent setting forth the action taken or proposed to be

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taken is delivered to the Corporation in accordance with applicable law, or, if prior action by the Board of Directors is required by law, shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action; and (3) the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

SECTION 5.         DIVIDENDS — Subject to the provisions of the Certificate of Incorporation of the Corporation, the Board of Directors may, out of funds legally available therefor at any regular or special meeting, declare dividends upon stock of the Corporation as and when they deem appropriate. Before declaring any dividend there may be set apart out of any funds of the Corporation available for dividends, such sum or sums as the Board of Directors from time to time hi their discretion deem proper for working capital or as a reserve fund to meet contingencies or for equalizing dividends or for such other purposes as the Board of Directors shall deem conducive to the interests of the Corporation.

SECTION 6.         SEAL — The corporate seal of the Corporation shall be in such form as shall be determined by resolution of the Board of Directors. Said seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise imprinted upon the subject document or paper.

SECTION 7.         FISCAL YEAR — The fiscal year of the Corporation shall be determined by resolution of the Board of Directors.

SECTION 8.         CHECKS — All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation shall be signed by such officer or officers, or agent or agents, of the Corporation, and in such manner as shall be determined from time to time by resolution of the Board of Directors.

SECTION 9.         NOTICE. AND WAIVER OF NOTICE — Whenever any notice is required to be given under these By-Laws, personal notice is not required unless expressly so stated, and any notice so required shall be deemed In be sufficient if given by depositing the same in the United States mail, postage prepaid, addressed to the person entitled thereto at his or her address as it appears on the records of the Corporation, and such notice shall be deemed to have been given on the day of such mailing. Stockholders not entitled to vote shall not be entitled to receive notice of any meetings except as otherwise provided by law. Whenever any notice is required to be given under the provisions of any law, or under the provisions of the Certificate of Incorporation of the Corporation or of these By-Laws, a waiver thereof, in writing and signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent to such required notice.

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ARTICLE VI

AMENDMENTS

These By-Laws may be altered, amended or repealed at any annual meeting of the stockholders (or at any special meeting thereof if notice of such proposed alteration, amendment or repeal to be considered is contained in the notice of such special meeting) by the affirmative vote of the holders of shares constituting a majority of the voting power of the Corporation. Except as otherwise provided in the Certificate of Incorporation of the Corporation, the Board of Directors may by majority vote of those present at any meeting at which a quorum is present alter, amend or repeal these By-Laws, or enact such other By-Laws as in their judgment may be advisable for the regulation and conduct of the affairs of the Corporation.

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EX-3.6

Exhibit 3.6

CERTIFICATE OF FORMATION

OF

AQUA HOSPITALITY  LLC

Under Section 18-201 of the Delaware Code

The undersigned, an authorized natural person, for the purpose of forming a limited liability company, under the provisions and subject to Chapter 18, Title 6 of the Delaware Code, as amended and supplemented, and known, identified and referred to as the “Delaware Limited Liability Company Act” (the “Act”), hereby certifies that:

FIRST: The name of the limited liability company is Aqua Hospitality LLC (hereinafter called the “Company”).

SECOND: The address of the registered office and the name and the address of the registered agent of the Company required to be maintained by Section 18-104 of the Act are:

The Corporation Trust Company

1209 Orange Street

Wilmington, DE 19801

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation this 17th day of July, 2012.

/S/ Caren Matyckas

Caren Matyckas

Authorized Person

EX-3.7

Exhibit 3.7

AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

OF

AQUA HOSPITALITY LLC

THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (the “Agreement”) is made and entered into as of the 12th day of December, 2013, by and between VACATION HOLDINGS HAWAII, INC., a Delaware corporation, as the sole Member (the “Member”), and AQUA HOSPITALITY LLC (the “Company”).

1.             Formation.  The Company was originally formed on July 17, 2012 under the laws of the State of Delaware. As of December 12th 2013, the Member shall be the sole Member. The entity shall be treated as a disregarded entity for federal income tax purposes as defined in Treasury Regulation Section 301.7701-3(b).

2.             Principal Office and Place of Business.  The principal office and place of business (the “Principal Office”) of the Company shall be such place as the Managers from time to time shall determine.

3.             Agent for Service of Process.  The agent for service of process for the Company shall be THE CORPORATION TRUST COMPANY, or such other person or entity as the Managers shall appoint from time to time.

4.             Purpose.  The Company shall have the power to pursue any and all activities necessary, appropriate, proper, advisable, incidental to or convenient for the furtherance and accomplishment of such purposes as are determined from time to time by the Managers that are permissible under the Act.

5.             Term.  The term of the Company shall commence on the filing date of the Articles and shall continue until dissolved.

6.             Capital Contributions.  The Member may make capital contributions to the Company in such amounts and at such times as the Member shall determine in the Member’s sole discretion.

7.             Distributions of Available Cash Flow.  Distributions of available cash flow shall be made in such amounts and at such times as the Member shall determine in the Member’s sole discretion.

8.             Managers.

(a)           Management. Except as may otherwise be provided by the Act or by this Agreement, the property, affairs, and business of the Company shall be managed by or under the direction of the Managers, and the Member(s) shall have no right to act on behalf of or bind the Company. The Managers shall be responsible for policy setting and approving the overall direction

of the Company and day-to-day business and affairs of the Company. Unless otherwise expressly provided in this Agreement, the Managers will act by a majority of the Managers.

(b)           Managers. The individuals listed in the attached Schedule 1 shall be the Managers of the Company effective as of the date of this Agreement.

(c)           Number and Tenure. There shall be such number of Managers, no fewer than one, as from time to time shall be appointed or otherwise fixed by the Member(s). Each Manager appointed shall hold office until his or her successor is appointed and qualified or until his or her earlier resignation or removal. Managers need not be members of the Company.

(d)           Removal of Managers. Any Manager may be removed from office at any time, with or without cause, by the Member(s).

(e)           Vacancies. If any vacancy shall occur among the Managers, the vacancy shall be filled by the Member(s). Each Manager chosen to fill a vacancy shall hold office until his or her successor is duly appointed and qualified.

(f)            Resignation. Any Manager may resign at any time by giving written notice to the Member(s) or all of the other Managers. Unless a later date is specified in such written notice, a resignation shall take effect upon delivery. It shall not be necessary for a resignation to be accepted before it becomes effective.

(g)           Action by Written Consent. Any action required or permitted to be taken by the Managers, either at a meeting or otherwise, may be taken without a meeting if the Managers, as the case may be, by the vote required for the relevant action in accordance with this Agreement, consent thereto in writing.

9.             Officers.  The Managers may appoint Officers, from time to time, with such other titles as the Managers may select, including the titles of Chairman, Chief Executive Officer, President, Vice President, Treasurer and Secretary, to act on behalf of the Company. An Officer shall have such power and authority as the Managers may delegate to any such person and need not be a Member of the Company.

10.          Banking Resolution.  The Managers shall open all banking accounts as the Managers deem necessary and enter into any deposit agreements as are required by the financial institution at which such accounts are opened. The Managers and such other persons or entities designated in writing by the Managers shall have signing authority with respect to such bank accounts. Funds deposited into such accounts shall be used only for the business of the Company.

11.          Indemnification of the Member and Managers.  The Company and its successors shall indemnify, defend and hold harmless the Member, each Manager and any and all of the Member’s Affiliates (each, an “Indemnitee”), to the extent of the Company’s assets, for, from and against any liability, damage, cost, expense, loss, claim or judgment incurred by the Indemnitee arising out of any claim based upon acts performed or omitted to be performed by the Indemnitee in connection with the business of the Company, including without limitation, attorneys’ fees and costs incurred by the Indemnitee in settlement or defense of such claims. Notwithstanding the

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foregoing, no Indemnitee shall be so indemnified, defended or held harmless for claims based upon acts or omissions in breach of this Agreement or which constitute fraud, gross negligence, or willful misconduct. Amounts incurred by an Indemnitee in connection with any action or suit arising out of or in connection with Company affairs shall be reimbursed by the Company. “Affiliate” means a person or entity who, with respect to the Member: (a) directly or indirectly controls, is controlled by or is under common control with the Member; (b) owns or controls 10 percent or more of the outstanding voting securities of the Member; (c) is an officer, director, shareholder, partner or member of the Member; or (d) if the Member is an officer, director, shareholder, partner or member of any entity, the entity for which the Member acts in any such capacity.

12.          Liability.  No Indemnitee shall be personally liable, responsible, accountable in damages or otherwise to the Company for any act or omission performed or omitted by such Indemnitee in connection with the Company or its business. The Member’s liability for the debts and obligations of the Company shall be limited as set forth in the Act and other applicable law.

13.          Reimbursable Expenses.  The Company will reimburse the Managers and Member for all actual out-of-pocket third-party expenses incurred in connection with the carrying out of the duties set forth in this Agreement.

14.          Records.  The Managers shall keep or cause to be kept at the Principal Office of the Company the following: (a) a written record of the full name and business, residence or mailing address of the Member; (b) a copy of the initial Articles of Organization and all amendments thereto; (c) copies of all written operating agreements and all amendments to such agreements, including any prior written operating agreements no longer in effect; (d) copies of any written and signed promises by the Member to make capital contributions to the Company; (e) copies of the Company’s federal, state and local income tax returns and reports, if any, for the three most recent years; (f) copies of any prepared financial statements of the Company for the three most recent years; and (g) minutes of every meeting as well as any written consents or actions taken without a meeting.

15.          Dissolution.  The Company shall be dissolved upon the election of the Member, A withdrawal event with respect to the Member shall not dissolve the Company, unless any assignees of the Member’s interest do not elect to continue the Company and admit a member within 90 days of such withdrawal event.

16.          Filing Upon Dissolution.  As soon as possible following the dissolution of the Company, the Managers shall execute and file all notices and other documents required under the Act and any other applicable law.

17.          Liquidation.  Upon dissolution of the Company, it shall be wound up and liquidated as rapidly as business circumstances permit, the Member shall act as the liquidating trustee, and the assets of the Company shall be liquidated and the proceeds thereof shall be paid (to the extent permitted by applicable law) in the following order: (a) first, to creditors, including the Member if the Member is a creditor, in the order and priority required by applicable law; (b)

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second, to a reserve for contingent liabilities to be distributed at the time and in the manner as the liquidating trustee determines in its sole discretion; and (c) third, to the Member.

18.          Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the state of Delaware, without regard to its conflicts of laws principles that would require another jurisdiction.

19.          Severability.  If any provision of this Agreement shall be conclusively determined by a court of competent jurisdiction to be invalid or unenforceable to any extent, the remainder of this Agreement shall not be affected thereby.

20.          Binding Effect.  Except as otherwise provided herein, this Agreement shall inure to benefit of and be binding upon the Member and its successors and assigns.

21.          Titles and Captions.  All article, section and paragraph titles and captions contained in this Agreement are for convenience only and are not a part of the context hereof.

22.          Pronouns and Plurals.  All pronouns and any variations thereof are deemed to refer to the masculine, feminine, neuter, singular or plural as the identity of the appropriate person may require.

23.          No Third Party Rights.  This Agreement is intended to create enforceable rights between the parties hereto only, and, except as expressly provided herein, creates no rights in, or obligations to, any other persons.

24.          Amendments. This Agreement may not be amended except by a written document executed by the Member and the Company.

[The Remainder of This Page Intentionally Left Blank]

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IN WITNESS WHEREOF, the parties have executed this Agreement effective as of the day and year first above written.

MEMBER:			COMPANY:
VACATION HOLDINGS HAWAII, INC.			AQUA HOSPITALITY LLC
By:	/s/ Jeanette E. Marbert		By: VACATION HOLDINGS HAWAII, INC.
Print Name:		Jeanette E. Marbert
		Executive Vice President	By:	/s/ Jeanette E. Marbert
			Print Name:		Jeanette E. Marbert
					Executive Vice President

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Schedule 1

Initial Managers:

Kelvin M. Bloom
John A. Galea
Victoria J. Kincke

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EX-3.8

Exhibit 3.8

IN THE DEPARTMENT OF COMMERCE AND CONSUMER AFFAIRS

STATE OF HAWAII

In the Matter of the Formation of Aqua Hotels & Resorts, LLC )
)
)
)
)
)

ARTICLES OF ORGANIZATION

OF

Aqua Hotels & Resorts, LLC

VERNON Y. T. WOO 910-0

55 Merchant Street, Suite 1900

Honolulu, Hawaii 96813

Tel. No. 529-8822

Attorney for Aqua Hotels & Resorts, LLC

ARTICLES OF ORGANIZATION

OF

Aqua Hotels & Resorts, LLC

KNOW ALL MEN BY THESE PRESENTS:

That the undersigned, desiring to be formed as a limited liability company in accordance with the laws of the State of Hawaii and to obtain the rights benefits conferred by those laws upon limited liability companies, do hereby execute the following Articles of Organization under Section 203 of Hawaii’s Uniform Limited Liability Company Act, Hawaii Revised Statutes Chapter 428 (the “Act”).

I.

The name of the limited liability company shall be Aqua Hotels & Resorts, LLC (the “Company”).

II.

The street address of the Company’s initial designated office is: 1700 Ala Moana Blvd., Honolulu, Hawaii, 96815. Consistent with Section 428-108 of the Act, the Members may, from time to time, change the designated office through filing the appropriate statement with the Office of the Director of the Department of Commerce and Consumer Affairs of the State of Hawaii.

III.

DESIGNATED AGENT FOR SERVICE OF PROCESS

The name and street address of the initial agent for service of process on the Company is: Michael V. Paulin, 1700 Ala Moana Blvd., Honolulu, Hawaii, 96815. Consistent with Section 428-108 of the Act, the Members may, from time to time, change the designated agent for service of process through filing the appropriate statement with the Office of the Director of the Department of Commerce and Consumer Affairs of the State of Hawaii.

IV.

ORGANIZER OF THE COMPANY

The following person shall act as the Organizer of the Company.

Name	Address
Vernon Y.T. Woo	55 Merchant Street, Suite 1900
	Honolulu, Hawaii 96813

V.

PERIOD OF DURATION: SPECIFIED TERM

The duration of the Company shall be “for a specified term,” within the meaning of Section 428-203(a)(5) of the Act. The Company shall be dissolved and its affairs wound up in accordance with the Act and the Company’s Operating Agreement on December 31, 2051, unless the Members extend the term of the Company by amending its Operating Agreement and these Articles of Organization, or unless the Company

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shall be sooner dissolved and its affairs wound up in accordance with the Act or its Operating Agreement.

VI.

MANAGEMENT: MEMBER-MANAGED

The Company shall be “member-managed” within the meaning of Section 428-404 of the Act, as further provided in the Company’s Operating Agreement. The following person is the member manager of the Company.

Name	Resident Address
Michael Paulin	1700 Ala Moana Blvd
	Honolulu, Hawaii 96815

Michael Paulin shall act as the Member Manager of the Company, until such time as he is replaced as provided in the Company’s Operating Agreement.

VII.

PURPOSES AND POWERS

The Company is organized for purposes of owning and managing hotels, condominiums and resorts and engaging in such additional activities as the Members may approve, and the Company may engage in any and all activities and exercise any and all rights, powers, and privileges that are related or incidental to the purposes set forth above.

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VIII.

COMPANY LIABILITIES

Pursuant to Section 428-303(c) of the Act, no Member of the Company, solely by being a Member, shall be liable in such capacity for any of the debts, obligations or liabilities of the Company.

IX.

CONVEYANCE OF REALTY

No instrument transferring or affecting the Company’s real property shall be effective unless executed by all Members of the Company.

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ATTACHMENT TO ARTICLES OF AMENDMENT

OF

AQUA HOTELS & RESORTS, LLC

Article VI is amended to read as follows:

The company is manager-managed and the name and address of its manager is:

Aqua Hospitality LLC, a Delaware limited liability company

c/o Aqua Hospitality Holdings LLC

1860 Ala Moana Boulevard

Honolulu, Hawaii 96815

The total number of members is 1.

EX-3.9

Exhibit 3.9

SECOND AMENDED OPERATING AGREEMENT

OF

AQUA HOTELS & RESORTS, LLC

SECOND AMENDED OPERATING AGREEMENT OF AQUA HOTELS & RESORTS, LLC, dated as of August 16, 2012, entered into by Aqua Hotels and Resorts Operator LLC, a Delaware limited liability company (“Operator”), as the sole member.

Preliminary Statement

WHEREAS, Aqua Hotels & Resorts, LLC (the “Company”) was formed on March 21, 2002, under the Hawaii Uniform Limited Liability Company Act (the “Act”) by filing Articles of Organization with the Department of Commerce and Consumer Affairs of the State of Hawaii, as amended by filing Articles of Amendment of Limited Liability Company (so amended and as may be further amended from time to time, the “Articles of Organization”);

WHEREAS, the Company was previously governed by that certain First Amended Operating Agreement, entered into and effective as of August 1, 2006, by and between the Company and Michael V. Paulin (“Paulin”), as the sole member and manager of the Company (the “Original Agreement”);

WHEREAS, prior to the date hereof, Paulin assigned and transferred one hundred percent (100%) of the issued and outstanding membership interests in the Company, including Paulin’s rights and responsibilities as manager of the Company, to Aqua Hotels and Resorts, Inc., a Delaware corporation (“Aqua”);

WHEREAS, on or about the date hereof, Aqua, in exchange for an interest in Operator, contributed one hundred percent (100%) of the issued and outstanding membership interests in the Company to Operator (the “Contribution”), pursuant to that certain Contribution Agreement, dated on or about the date hereof, by and among Aqua, Aqua Hospitality LLC, a Delaware limited liability company (“Hospitality”), and Operator;

WHEREAS, Operator by this document intends to amend the Original Agreement in its entirety to reflect the Contribution, the dissociation of Aqua as a member and manager of the Company and the admission of Operator as the sole member of the Company, and to establish the operating rules by which the Company is to be governed.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Operator hereby agrees as follows:

ARTICLE I
Definitions

1.1Definitions. The following terms contained herein shall have the meanings set forth below:

(a)“Act” has the meaning set forth in the preliminary statement to this Agreement.

(b)“Agreement” means this Second Amended Operating Agreement of the Company, as it may be further amended, restated, supplemented or otherwise modified from time to time.

(c)“Aqua” has the meaning set forth in the preliminary statement to this Agreement.

(d)“Articles of Organization” has the meaning set forth in the preliminary statement to this Agreement.

(e)“Capital Account” when used with respect to any Member means the capital account maintained for such Member in accordance with Section 5.3 hereof, as such capital account may be increased or decreased from time to time pursuant to the provisions of Section 5.3.

(f)“Capital Contribution” means the total amount of cash and the agreed net fair market value of other property contributed to the Company by a Member pursuant to Section 5.1 hereof. Any reference to the Capital Contribution of a Member shall include the Capital Contribution made by any predecessor holders of such Member’s Membership Interest.

(g)“Code” means the Internal Revenue Code of 1986, as amended and in effect from time to time, or any superseding federal revenue statute.

(h)“Contribution” has the meaning set forth in the preliminary statement to this Agreement.

(i)“Distribution” means any cash and other property paid to a Member by the Company from the operations of the Company.

(j)“Fiscal Year” means a calendar year.

(k)“Hospitality” has the meaning set forth in the preliminary statement to this Agreement.

(l)“Manager” has the meaning set forth in Section 4.1.

(m)“Member” means Operator and any other Person that may hereafter become a member of the Company pursuant to the terms of this Agreement.

(n)“Member Nonrecourse Debt” means a nonrecourse debt of the Company within the meaning of Section 1.704-2(b)(4) of the Treasury Regulations.

(o)“Member Nonrecourse Deductions” means the items of loss, deduction, and expenditure attributable to Member Nonrecourse Debt within the meaning of Section 1.704-2(i)(2) of the Treasury Regulations.

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(p)“Membership Interests” means the respective percentage interests in the Company held by each Member, of which one hundred percent (100%) is held by Operator as of the date hereof.

(q)“Net Losses” means the net losses of the Company, if any, determined in accordance with federal income tax principles.

(r)“Net Profits” means the net income of the Company, if any, determined in accordance with federal income tax principles.

(s)“Operator” has the meaning set forth in the caption to this Agreement.

(t)“Original Agreement” has the meaning set forth in the preliminary statement to this Agreement.

(u)“Paulin” has the meaning set forth in the preliminary statement to this Agreement.

(v)“Person” means any individual, corporation, governmental authority, limited liability company, partnership, trust, joint stock company, business trust, joint venture, unincorporated association or other entity.

(w)“Required Members” means Members holding not less than a majority of all of the Membership Interests.

(x)“Treasury Regulations” means all proposed, temporary and final regulations promulgated under the Code as from time to time in effect. References in this Agreement to specific sections of the Treasury Regulations shall also refer to the corresponding sections of succeeding Treasury Regulations as they may be amended from time to time.

ARTICLE II
Organization

2.1Formation. The Company has been organized as a Hawaii limited liability company pursuant to the laws of the State of Hawaii, including the Act, by the filing of the Articles of Organization with the Director of the Department of Commerce and Consumer Affairs of the State of Hawaii on March 21, 2002.

2.2Name. The name of the Company is Aqua Hotels & Resorts, LLC, or such other name as the Manager may from time to time select.

2.3Principal Place of Business. The principal place of business of the Company shall be c/o Aqua Hotels and Resorts Operator LLC, 1860 Ala Moana Boulevard, Honolulu, Hawaii 96815. The Manager shall have the right to change the principal place of business of the Company to the office of any Member, or otherwise, subject to the provisions of the Act. In addition, the Company may establish any other places of business as the Manager may from time to time deem advisable.

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2.4Registered Office. The Company’s registered office shall be located c/o William Farnsworth, 1860 Ala Moana Boulevard, Honolulu, Hawaii 96815, or such other place in the State of Hawaii as the Manager may from time to time determine.

2.5Term. The term of the Company shall commence upon the filing of the Articles of Organization and terminate upon the dissolution of the Company pursuant to the provisions of the Act or Article VIII below.

2.6Purposes; Powers. The purpose of the Company shall be to carry on any lawful business, purpose or activity, whether or not for profit, to the fullest extent provided in the Act. The Company shall possess and may exercise all the powers and privileges granted by the Act or by any other law or by this Agreement, together with any powers incidental thereto, so far as such powers and privileges are necessary or convenient to the conduct, promotion or attainment of the businesses, purposes or activities of the Company.

ARTICLE III
Member
Transfers of Interests

3.1Name and Address. As of the date hereof, Operator is the sole member of the Company, having an address c/o Aqua Hotels and Resorts Operator LLC, 1860 Ala Moana Boulevard, Honolulu, Hawaii 96815.

3.2Additional and Substituted Members; Transfers of Membership Interests.

(a)One or more additional members of the Company may be admitted to the Company after the date of this Agreement with the prior written consent of the Manager.

(b)The Company shall not have the obligation to cause the Membership Interest of any Member to be purchased by the Company or any other Member pursuant to the Act upon the dissociation of any Member.

(c)Without the prior written consent of the Manager, no Member may sell, assign, transfer or encumber, in whole or in part, any of such Member’s Membership Interest.

3.3Limitation of Liability.  A Member’s liability to the Company, to any other Member or to any third party shall be limited to the maximum extent permitted by law. A Member shall not be personally liable for any indebtedness, liability or obligation of the Company, except that such Member shall remain personally liable for the payment of its Capital Contribution and as otherwise expressly set forth in this Agreement, the Act and any other applicable law.

3.4Priority and Return of Capital.  If there is more than one Member, no Member shall have priority over any other Member, whether for the return of a Capital Contribution or for Net Profits, Net Losses or a Distribution; provided, however, that this Section 3.4 shall not apply to any loan or other indebtedness (as distinguished from a Capital Contribution) made by a Member to the Company.

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3.5Liability of a Member to the Company. A Member that rightfully receives the return of any portion of a Capital Contribution is liable to the Company only to the extent now or hereafter provided by the Act. A Member that receives a Distribution made by the Company in violation of this Agreement or made when the Company’s liabilities exceed its assets (after giving effect to such Distribution) shall be liable to the Company for the amount of such Distribution.

3.6Financial Adjustments.  No Member admitted after the date of this Agreement shall be entitled to any retroactive allocation of losses, income or expense deductions incurred by the Company. If there is more than one Member, the Manager may, at its discretion, at the time a Member is admitted, close the books and records of the Company (as though the Fiscal Year had ended) or make pro rata allocations of loss, income and expense deductions to such Member for that portion of the Fiscal Year in which such Member was admitted, in accordance with the Code.

3.7Action by Members Without a Meeting. Whenever the Members of the Company are required or permitted to take any action by vote, such action may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the Members who hold voting interests having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all of the Members entitled to vote thereon were present and voted and shall be delivered to the administrative office of the Company, or to an employee or agent of the Company.

3.8No Exclusive Duty to Company. A Member may have other business interests and may engage in other activities in addition to those relating to the Company, whether or not such business interests or activities may be competitive with those of the Company.

ARTICLE IV
Management

4.1Management.

(a)The business, affairs and management of the Company, including its policies and administration, shall be vested in one or more managers, each of whom may, but need not be, a Member (each, a “Manager”). The Manager shall have the sole power to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed by managers under the Act.

(b)The number of Managers and the designation thereof shall be determined from time to time by the Required Members. Initially there shall be one Manager. Hospitality is hereby designated as the initial Manager. If at any time there shall be more than one Manager, all references in this Agreement to “Manager” shall be deemed to be references to all or each of such Managers, as appropriate, and any action by or consent, vote, determination, agreement or notice of the Managers under this Agreement shall be taken, made or given by a majority of the Managers then in office.

(c)The Manager may not be removed, with or without cause, except upon the consent of the Required Members, which removal shall take effect at such time as determined by the Required Members. The Manager may resign as Manager by giving written notice to the Company and each Member, and such resignation shall take effect at such time as is specified in

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such notice of resignation. The resignation or removal of the Manager shall not affect such Manager’s rights as a Member, if any, and shall not constitute a withdrawal of a Member. Upon the removal or resignation of the Manager, the successor Manager shall be designated by the Required Members.

4.2Reliance by Third Parties. Each contract, agreement, deed, mortgage, security agreement, promissory note or other instrument or document executed by the Manager with respect to any business or property of the Company shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (a) at the time of the execution and delivery thereof this Agreement was in full force and effect, (b) such instrument or document was duly executed in accordance with the terms and provisions of this Agreement and is binding upon the Company, and (c) the Manager was duly authorized and empowered to execute and deliver, and to cause the Company to perform any and every such instrument or document for and on behalf of the Company.

4.3Binding Authority of Manager. No Member is an agent of the Company solely by virtue of being a Member, and no Member has authority to act for the Company solely by virtue of being a Member. Subject to Section 4.7, only the Manager may act for the Company in connection with the ordinary course of its day-to-day business and with respect to all other matters.

4.4Manager Discretion. Whenever in this Agreement the Manager is permitted or required to make a decision in its “discretion” or “sole discretion” or under a grant of similar authority or latitude, the Manager shall have no duty or obligation (including any fiduciary duty) to consider any interest of or factors affecting some or all the Members so long as the Manager acts in good faith and in a manner which it reasonably believes are in or not opposed to the best interest of the Company. Each Member hereby agrees that any standard of care or duty imposed under the Act or any other applicable law shall be modified, waived or limited in each case as required to permit the Manager to act under this Agreement and to make any decision pursuant to the authority prescribed in this Section 4.4 so long as such action or decision does not constitute gross negligence, reckless conduct, intentional misconduct, intentional disregard of the terms of this Agreement or a knowing violation of law and is reasonably believed by the Manager to be consistent with the overall purposes and objectives of the Company. It is the intent of the Members that this Agreement shall govern, even when inconsistent with, or different than, the provisions of the Act or any other law or rule, except to the extent a provision of this Agreement purports to modify, restrict, eliminate, reduce or vary any provision of the Act which, pursuant to the Act, cannot be so modified, restricted, eliminated, reduced or varied by this Agreement, or is otherwise expressly prohibited or ineffective under the Act. To the extent any provision of this Agreement is prohibited or ineffective under the Act, this Agreement shall be considered amended to the least degree possible in order to make this Agreement effective under and not contrary to the requirements of the Act.

4.5No Exclusive Duty to Company. The Manager shall not be required to manage the Company as its sole and exclusive function and may have other business interests and may engage in other activities in addition to those relating to the Company. The Member acknowledges that the Manager and its affiliates may pursue such other business opportunities for their respective accounts regardless of whether they have learned of such opportunity in the course of the Company’s business. Neither the Company nor any Member shall have any right pursuant to this

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Agreement to share or participate in such other business interests or activities or to the income or proceeds derived therefrom. The Manager shall not incur any liability to the Company or any Member as a result of engaging in any other business interests or activities.

4.6Indemnification. The Company shall indemnify and hold harmless the Manager and each officer and agent of the Company from and against all claims and demands to the maximum extent permitted under the Act.

4.7Officers and Authorized Persons.

(a)The Manager may, from time to time as it deems advisable, appoint officers or other agents of the Company (such officers and agents, the “Authorized Persons” and each of them, an “Authorized Person”) and assign in writing titles (including, without limitation, President, Vice President, Secretary, and Treasurer) to any such person; provided that an Authorized Person need not have a title. Unless the Manager decides otherwise, if the title is one commonly used for officers of a business corporation formed under the Hawaii Business Corporation Act, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office; provided, however, that no Authorized Person shall be permitted to take any action on behalf of the Company without the prior written consent of the Manager. Any delegation pursuant to this Section 4.7 may be revoked at any time by the Manager.

(b)The Manager hereby designates and appoints Benjamin G. Rafter as the President and Chief Executive Officer of the Company for the purposes set forth in Section 4.7(a).

(c)The Company is hereby authorized to execute, deliver and perform, and the Manager and any Authorized Person (solely to the extent directed by the Manager in writing), acting alone on behalf of the Company, is hereby authorized to execute and deliver, in the name of the Company, any and all other agreements, certificates, instruments, amendments or other documents to be executed and delivered by the Company, in its own capacity or in any other authorized capacity, all without any further act, vote or approval of any Member or any other person or entity notwithstanding any other provision of this Agreement. Notwithstanding any provisions of this Agreement, the Manager and any Authorized Person (solely to the extent directed by the Manager in writing) shall have the right to act for and bind the Company and may execute and deliver any document, instrument or contract on behalf of the Company without any vote or consent of any Member or other person or entity.

ARTICLE V
Capital Contributions

5.1Capital Contributions. Concurrently with the execution and delivery of this Agreement, Operator has made or deemed to have made the capital contributions as reflected on the books and records of the Company as of the date hereof

5.2Additional Contributions. Except as set forth in Section 5.1, no Member shall be required to make any Capital Contribution.

5.3Capital Accounts. If there is more than one Member, a Capital Account shall be maintained for each Member. Said Capital Account shall be kept in accordance with the provisions

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of Section 1.704-1(b)(2)(iv) of the Treasury Regulations. Without limiting the foregoing, each Member’s Capital Account shall be (a) increased by the net agreed value of each Capital Contribution made by such Member, allocations to such Member of the Net Profits and any other allocations to such Member of income pursuant to the Code, and (b) decreased by the net agreed value of each Distribution made to such Member by the Company, allocations to such Member of Net Losses and other allocations to such Member pursuant to the Code.

5.4Transfers. Upon a permitted sale or other transfer of a Membership Interest in the Company, the Capital Account of the Member transferring its Membership Interests shall become the Capital Account of the Person to whom such Membership Interest is sold or transferred in accordance with Section 1.704-1(b)(2)(iv) of the Treasury Regulations.

5.5Modifications. The manner in which Capital Accounts are to be maintained pursuant to this Section is intended to comply with the requirements of Section 704(b) of the Code. If in the opinion of the Members the manner in which Capital Accounts are to be maintained pursuant to this Agreement should be modified to comply with Section 704(b) of the Code, then the method in which Capital Accounts are maintained shall be so modified; provided, however, that any change in the manner of maintaining Capital Accounts shall not materially alter the economic agreement between or among the Members.

5.6Deficit Capital Account. Except as otherwise required in the Act or this Agreement, no Member shall have any liability to restore all or any portion of a deficit balance in a Capital Account.

5.7Withdrawal or Reduction of Capital Contributions. A Member shall not receive from the Company any portion of a Capital Contribution until all indebtedness and liabilities of the Company, except any indebtedness, liabilities and obligations to Members on account of their Capital Contributions, have been paid or there remains property of the Company, in the sole discretion of the Members, sufficient to pay them. A Member, irrespective of the nature of the Capital Contribution of such Member, has only the right to demand and receive cash in return for such Capital Contribution.

ARTICLE VI
Allocations and Distributions

6.1Allocations of Profits and Losses and Distributions if There is One Member. So long as there shall be only one Member, the Net Profits and Net Losses of the Company shall belong to such Member and any Distributions determined to be made by the Manager shall be distributed to such Member. Distribution of liquidation proceeds shall be governed by Section 8.2. Sections 6.2, 6.3 and 6.4 applies if there shall be more than one Member.

6.2Allocations of Profits and Losses. If there is more than one Member, the Net Profits and the Net Losses for each Fiscal Year shall be allocated among the Members in accordance with the respective Membership Interests.

6.3Required Special Allocations if there is More than One Member. Notwithstanding Section 6.2 hereof, if there is more than one Member:

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(a)Appropriate adjustments shall be made to the allocations of Net Profits and Net Losses to the extent required under Section 704(c) of the Code and the Treasury Regulations thereunder and under Sections 1.704-1(b)(2)(iv)(d), (e), (1) and (g) of the Treasury Regulations.

(b)Any Member Nonrecourse Deductions shall be specially allocated to the Member(s) that bear(s) the economic risk of loss with respect to the Member Nonrecourse Debt to which the Member Nonrecourse Deductions are attributable in accordance with Section 1.704¬2(i)(1) of the Treasury Regulations.

(c)Appropriate adjustments shall be made to the allocations of Net Profits and Net Losses to the extent required to comply with the “qualified income offset” provisions of Section 1.704-1(b)(2)(ii)(d) of the Treasury Regulations, the Company “minimum gain chargeback” provisions of Section 1.704-2(f) of the Treasury Regulations, and the Member “minimum gain chargeback” provisions of Section 1.704-2(i)(4) of the Treasury Regulations, all issued pursuant to Section 704(b) of the Code. To the extent permitted by such Treasury Regulations, the allocations in such year and subsequent years shall be further adjusted so that the cumulative effect of all the allocations shall be the same as if all such allocations were made pursuant to Section 6.2 hereof (as adjusted by Section 6.3(a) hereof) without regard to Section 6.3(b) and this Section 6.3(c).

6.4Distributions. If there is more than one Member, the Manager may from time to time make Distributions pro rata in proportion to Membership Interests as of the record date set for such Distribution. Distribution of liquidation proceeds shall be governed by Section 8.2.

6.5Offset. The Company may offset all amounts owing to the Company by a Member against any Distribution to be made to such Member.

6.6Limitation Upon Distributions. No Distribution shall be declared and paid unless, after such Distribution is made, the assets of the Company are in excess of all liabilities of the Company.

6.7Interest on and Return of Capital Contributions. No Member shall be entitled to interest on its Capital Contribution or to a return of its Capital Contribution, except as specifically set forth in this Agreement.

6.8Accounting Period. The accounting period of the Company shall be the Fiscal Year.

ARTICLE VII
Taxes; Books and Records; Information

7.1Tax Returns. If there is more than one Member, the Manager shall cause to be prepared and filed all necessary federal and state income tax returns for the Company. Each Member shall furnish to the Manager all pertinent information in its possession relating to Company operations that is necessary to enable the Company’s income tax returns to be prepared and filed.

7.2Tax Elections. If there is more than one Member, the Company shall make such elections on the appropriate tax returns as the Manager may deem appropriate and in the best

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interests of the Members. Neither the Company nor any Member may make an election for the Company to be taxed as a corporation under the Code or any similar provisions of applicable state law, and no provisions of this Agreement shall be interpreted to authorize any such election.

7.3Tax Matters Partners. If there is more than one Member, the Manager shall designate the Member to be the “tax matters partner” of the Company pursuant to Section 6231(a)(7) of the Code.

7.4Books and Records. The Company shall keep books and records of accounts and minutes of all decisions taken by the Member and the Manager.

7.5Information. A Member may inspect during ordinary business hours and at the principal place of business of the Company the Articles of Organization, this Agreement, the minutes of any decision of the Member or meeting of the Manager, any tax returns of the Company for the immediately preceding three Fiscal Years, and all other business records in the possession of the Company; provided that such inspection does not unreasonably interfere with the day-to-day operations of the Company and are for a purpose reasonably related to the Member’s interest in the Company.

ARTICLE VIII
Dissolution

8.1Dissolution. The Company shall be dissolved and its affairs shall be wound up upon the first to occur of the following:

(a)The unanimous vote or written consent of the holders of all the Membership Interests; or

(b)The entry of a decree by a court of competent jurisdiction that dissolution and liquidation of the Company is required by law.

8.2Winding Up. Upon the dissolution of the Company, the Manager may, in the name of and for an on behalf of the Company, prosecute and defend suits, whether civil, criminal or administrative, and sell or otherwise dispose of the Company’s assets to the extent permitted by any agreement dealing with the Company’s assets, discharge the Company’s liabilities for which a Member or Members have assumed personal liability and distribute to the Members any remaining assets of the Company, all without affecting the liability of Members. Upon such a winding up of the Company, the assets shall be distributed as follows:

(a)First, to the payment of the debts and liabilities of the Company, including Members who are creditors, including any expenses of the Company incidental to such winding-up and dissolution;

(b)Second, to the setting up of any reserves which the Manager may deem reasonably necessary for any contingent or unforeseen liabilities or obligations of the Company and at the expiration of such period, as the Manager may deem advisable, for distribution in the manner hereinafter provided; and

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(c)Third, in accordance with the first sentence of Section 6.1 or the first sentence of Section 6.4 hereof, as applicable.

8.3Articles of Termination. Upon the completion of the distribution of the Company’s assets as provided in Section 8.2 hereof, the Company shall be terminated, and the Manager shall execute and cause the Articles of Termination to be filed with the Director of the Department of Commerce and Consumer Affairs of the State of Hawaii and all qualifications of the Company as a foreign limited liability company to be canceled and shall take such other actions as may be necessary to terminate the Company.

8.4Deficit Capital Account. Upon a liquidation of the Company within the meaning of Section 1.704-1(b)(2)(ii)(g) of the Treasury Regulations, if any Member has a deficit Capital Account (after giving effect to all contributions, distributions, allocations and other adjustments for all Fiscal Years, including the Fiscal Year in which such liquidation occurs), the Member shall have no obligation to make any Capital Contribution, and the negative balance of any Capital Account shall not be considered a debt owed by the Member to the Company or to any other Person for any purpose.

8.5Nonrecourse to Other Members or the Manager. Except as provided by applicable law or as expressly provided in this Agreement, upon dissolution, each Member shall receive a return of its Capital Contribution solely from the assets of the Company. If the assets of the Company remaining after the payment or discharge of the debts and liabilities of the Company are insufficient to return any Capital Contribution of any Member, such Member shall have no recourse against any other Member or the Manager.

8.6Distribution in Kind.

(a)Notwithstanding the provisions of Section 8.2 which require the liquidation of the assets of the Company, but subject to the order of priorities provided thereunder, if upon the dissolution of the Company the Manager determines that an immediate sale of part or all of the assets of the Company would be impractical or would cause undue loss to the Members, the Manager may, in its absolute discretion, defer for a reasonable time the liquidation of any assets except those necessary to satisfy liabilities of the Company (other than those to Members) and may, in its absolute discretion, distribute to the Members, in lieu of cash, as tenants in common, undivided interests in such Company assets as the Manager deems not suitable for liquidation.

(b)Any distributions in kind shall be subject to such conditions relating to the disposition and management of such assets as the Manager deems reasonable and equitable and to any agreements governing the operating of such assets at such time. The Manager shall determine the fair market value of any property distributed in kind using such reasonable method of valuation as it may adopt.

ARTICLE IX
General Provisions

9.1Notices. Any notice, demand or other communication required or permitted to be given pursuant to this Agreement shall have been sufficiently given for all purposes if (a) delivered personally or by overnight courier service to the party to whom such notice, demand or other

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communication is directed or (b) sent by registered or certified mail, postage prepaid, addressed to the Member or the Company at its address set forth in this Agreement. Except as otherwise provided in this Agreement, any such notice shall be deemed to be given (i) when received if delivered personally or by overnight courier and (ii) three business days after the date on which it was deposited in a regularly maintained receptacle for the deposit of United States mail, addressed and sent as set forth in this section.

9.2Amendments. This document sets forth the entire limited liability company agreement of the Company and may be amended by the Member as it sees fit or, if there is more than one Member, by the unanimous consent or approval of all of the Membership Interests.

9.3No Rights of Creditors and Third Parties Under Agreement. This Agreement is entered into by the Member for the exclusive benefit of the Company, its Members and permitted successors and assigns. This Agreement is expressly not intended for the benefit of any creditor of the Company or any other Person. No such creditor or any third party shall have any rights under this Agreement or any agreement between the Company and any Member with respect to any Capital Contribution or otherwise.

9.4Construction. Whenever the singular number is used in this Agreement and when required by the context, the same shall include the plural and vice versa, and the masculine gender shall include the feminine and neuter genders and vice versa.

9.5Headings. The headings in this Agreement are for convenience only and shall not be used to interpret or construe any provision of this Agreement.

9.6Waiver. No failure of a Member to exercise, and no delay by a Member in exercising, any right or remedy under this Agreement shall constitute a waiver of such right or remedy. No waiver by a Member of any such right or remedy under this Agreement shall be effective unless made in a writing duly executed by all Members and specifically referring to each such right or remedy being waived.

9.7Severability. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law. However, if any provision of this Agreement shall be prohibited by or invalid under such law, it shall be deemed modified to conform to the minimum requirements of such law or, if for any reason it is not deemed so modified, it shall be prohibited or invalid only to the extent of such prohibition or invalidity without the remainder thereof or any other such provision being prohibited or invalid.

9.8Binding Effect. This Agreement shall be binding upon and inure to the benefit of each of the Members, and its successors and assignees, except no right or obligation of a Member under this Agreement may be assigned by such Member to another Person without first obtaining the written consent of the Manager.

9.9Governing Law. This Agreement shall be governed by, and construed under, the laws of the State of Hawaii, all rights and remedies being governed by said laws.

[Signature Page Follows]

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IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has duly executed this Agreement as of the date first indicated above.

MEMBER:
AQUA HOTELS AND RESORTS OPERATOR LLC,
a Delaware limited liability company
By:	Aqua Hospitality LLC, its managing member
	By:	/s/ Steven E. Orbuch
	Name: Steven E. Orbuch
	Title: Authorized Person

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EX-3.10

Exhibit 3.10

SECOND AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF

AQUA HOTELS AND RESORTS, INC.

Aqua Hotels and Resorts, Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify as follows:

1.             The name of the Corporation is Aqua Hotels and Resorts, Inc.

2.             The date of filing of the original Certificate of Incorporation of the Corporation with the Secretary of State of the State of Delaware was June 11, 2008

3.             The date of filing of the Amended and Restated Certificate of Incorporation of the Corporation with the Secretary of State of the State of Delaware was August 22, 2008.

4.             This Second Amended and Restated Certificate of Incorporation, which amends and restates the Corporation’s Amended and Restated Certificate of Incorporation in its entirety, has been duly adopted pursuant to the provisions of Sections 242 and 245 of the Delaware General Corporation Law, and the stockholders of the Corporation have given their written consent hereto in accordance with Section 228 of the Delaware General Corporation Law. The provisions of the Second Amended and Restated Certificate of Incorporation are as follows:

FIRST.                   The name of the corporation is Aqua Hotels and Resorts, Inc. (hereinafter called the “Corporation”).

SECOND.              The address of the registered office of the Corporation in the State of Delaware is c/o Corporation Service Company, 2711 Centerville Road, Suite 400, New Castle County, Wilmington, Delaware 19808. The name of its registered agent at such address is the Corporation Service Company.

THIRD.                 The purpose of the Corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of the State of Delaware.

FOURTH.              The total number of shares of capital stock which the Corporation shall have the authority to issue is one hundred and fifty thousand (150,000) shares of common stock, with $0.01 par value per share.

FIFTH.                   The following provisions are inserted for the management of the business and for the conduct of the affairs of the Corporation, and for further definition, limitation and regulation of the powers of the Corporation and of its directors and stockholders:

(a)           The number of directors of the Corporation shall be such as is from time to time fixed by, or in the manner provided in the by-laws. Election of directors need not be by ballot unless the by-laws so provide.

(b)           The Board of Directors shall have power without the assent or vote of the stockholders to make, alter, amend, change, add to or repeal the by-laws of the Corporation as provided in the by-laws of the Corporation; to fix and vary the amount to be reserved for any proper purpose; to authorize and cause to be executed mortgages and liens upon all or any part of the property of the Corporation; to determine the use and disposition of any surplus or net profits; and to fix the times for the declaration and payment of dividends..

(c)           The directors in their discretion may submit any contract or act for approval or ratification at any annual meeting of the stockholders or at any meeting of the stockholders called for the purpose of considering any such act or contract, and any contract or act that shall be approved or be ratified by the vote of the holders of a majority of the stock of the corporation which is represented in person or by proxy at such meeting and entitled to vote thereat

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(provided that a lawful quorum of stockholders be there represented in person or by proxy) shall be as valid and binding upon the Corporation and upon all the stockholders as though it had been approved or ratified by every stockholder of the Corporation, whether or not the contract or act would otherwise be open to legal attack because of directors’ interest, or for any other reason.

(d)           In addition to the powers and authorities hereinbefore or by statute expressly conferred upon them, the directors are hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the Corporation, subject, nevertheless, to the provisions of the statutes of .Delaware, of this certificate, and to any by-laws from time to time made by the stockholders, provided, however, that no by-law so made shall invalidate any prior act of the directors which would have been valid if such by-law had not been made.

SIXTH.  The Corporation, to the fullest extent permitted by Section 145 of the General Corporation Law of the State of Delaware, as the same may be amended and supplemented, shall indemnify any and all persons whom it shall have power to indemnify under said section from and against any and all of the expenses, liabilities or other matter referred to in or covered by said section, and the indemnification provided for herein shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any by-law, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

SEVENTH.  (a)   The personal liability of the directors of the Corporation is hereby eliminated to the fullest extent permitted by paragraph (7) of subsection (b) of Section 102 of the

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General Corporation Law of the State of Delaware, as the same may be amended and supplemented.

(b)           Any modification of this Paragraph SEVENTH by the stockholders of the Corporation shall be prospective only and shall not adversely affect any limitation on the personal liability of a director of the Corporation existing at the time of such appeal or modification.

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IN WITNESS WHEREOF, the Corporation has caused this Amended and Restated Certificate of incorporation to be duly executed the 15 day of August, 2012.

AQUA HOTELS AND RESORTS, INC.
By:	/s/ Benjamin Rafter
	Name:	Benjamin Rafter
	Title:	President and Chief Executive Officer

[Signature Page to Second Amended and Restated Certificate of Incorporation]

EX-3.11

Exhibit 3.11

BY-LAWS

OF

AQUA HOTELS AND RESORTS, INC.

(a Delaware corporation)

ARTICLE I - OFFICES

The registered office of the corporation shall be in the City of Wilmington, County of New Castle, State of Delaware. The corporation may also have offices at such other places within or without the State of Delaware as the board may from time to time determine or the business of the corporation may require.

ARTICLE II - STOCKHOLDERS

1.PLACE OF MEETINGS.

Meetings of stockholders shall be held at the registered office of the corporation or at such place within or without the State of Delaware as the board shall authorize.

2.ANNUAL MEETING.

The annual meeting of the stockholders shall be held on the first Tuesday in April in each year if not a legal holiday, and, if a legal holiday, then on the next business day following, when the stockholders shall elect a board and transact such other business as may properly come before the meeting.

3.SPECIAL MEETINGS.

Special meetings of the stockholders may be called by the board or by the president and shall be called by the president or the secretary at the request in writing of a majority of the board or at the request in writing by stockholders owning a majority in amount of the shares issued and outstanding. Such request shall state the purpose or purposes of the proposed meeting. Business transacted at a special meeting shall be confined to the purposes stated in the notice.

4.FIXING RECORD DATE.

For the purpose of determining the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or for the purpose of determining stockholders entitled to receive payment of any dividend or other distribution or the allotment of any rights, or for the purpose of any other lawful action, the board may fix, in advance, a record date for any such determination of stockholders. Such date shall not be more than sixty nor less than ten days before the date of such meeting. If no record date is fixed it shall be determined in accordance with the provisions of law.

5.NOTICE OF MEETINGS OF STOCKHOLDERS.

Written notice of each meeting of stockholders shall state the purpose or purposes for which the meeting is called, the place, date and hour of the meeting and unless it is the annual meeting, shall indicate that it is being issued by or at the direction of the person or persons calling the meeting. Notice shall be given either personally or by mail, telex or telephone to each stockholder entitled to vote at such meeting, not less than ten nor more than sixty days before the date of the meeting. If mailed, the notice is given when deposited in the United States mail, postage prepaid, directed to the stockholder at his address as it appears on the records of the corporation.

6.WAIVERS.

Notice of meeting need not be given to any stockholder who signs a waiver of notice, in person or by proxy, whether before or after the meeting. The attendance of any stockholder at a meeting, in person or by proxy, without protesting prior to the commencement of the meeting the lack of notice of such meeting, shall constitute a waiver of notice by such stockholder.

7.QUORUM OF STOCKHOLDERS.

The holders of a majority of the shares entitled to vote thereat shall constitute a quorum at a meeting of stockholders for the transaction of any business, provided that when a specified item of business is required to be voted on by a class or classes, the holders of a majority of the shares of such class or classes shall constitute a quorum for the transaction of such specified item of business.

When a quorum is once present to organize a meeting, it is not broken by the subsequent withdrawal of any stockholders.

The stockholders present may adjourn the meeting despite the absence of a quorum.

8.PROXIES.

Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent in writing without a meeting may authorize another person or persons to act for him by proxy.

The stockholder or his or her attorney-in-fact must sign every proxy. No proxy shall be valid after expiration of three years from the date thereof unless otherwise provided in the proxy. Every proxy shall be revocable at the pleasure of the stockholder executing it, except as otherwise provided by law.

9.VOTE OF STOCKHOLDERS.

Except as otherwise required by statute:

(a)directors shall be elected by a plurality of the votes cast at a meeting of stockholders by the holders of shares entitled to vote in the election; and

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(b)all other corporate action shall be authorized by a majority of the votes cast.

10.WRITTEN CONSENT OF STOCKHOLDERS.

Any action required or which may be taken at any annual or special meeting of stockholders may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

11.STOCKHOLDER RESTRICTION

In accordance with the provisions of Section 409(h)(2)(B)(ii)(I) of the Internal Revenue Code of 1986 (the “Code”), or any successor of similar import, the ownership of substantially all shares of stock of the Corporation shall be restricted to employees of the Corporation or a trust described in Section 401(a) of the Code (a “Permitted Holder”). Accordingly, no transfer of shares to any other party shall be recognized on the books of the Corporation, and in the event any Permitted Holder shall purport to transfer shares to any party who is not a Permitted Holder, the Corporation shall continue to treat the Permitted Holder as the holder of the shares and shall not recognize the purported transferee as a stockholder of the Corporation for any purpose.

ARTICLE III - DIRECTORS

1.BOARD OF DIRECTORS.

The business of the corporation shall be managed under the direction of its board of directors, each of whom shall be at least 18 years of age and need not be stockholders.

2.NUMBER OF DIRECTORS.

The board shall consist of one or more directors as shall be fixed from time to time by vote of the stockholders or by vote of a majority of the entire board, but not fewer than three (3). The initial number of directors shall be three (3).

3.ELECTION AND TERM OF DIRECTORS.

At each annual meeting of stockholders, the stockholders shall elect directors to hold office until the next annual meeting. Each director shall hold office until the expiration of the term for which he is elected and until his successor is elected and qualified, or until his earlier resignation or removal.

4.NEWLY CREATED DIRECTORSHIPS AND VACANCIES.

Newly created directorships resulting from an increase in the authorized number of directors and vacancies occurring in the board for any reason may be filled by a majority of the

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directors then in office, although less than a quorum, or by a sole remaining director. A director elected to fill a vacancy caused by resignation, death or removal shall be elected to hold office for the unexpired term of his predecessor.

5.REMOVAL OF DIRECTORS.

Any or all of the directors may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors.

6.RESIGNATION.

A director may resign at any time by giving written notice to the board, the president or the secretary of the corporation. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof by the board or such officer, and the acceptance of the resignation shall not be necessary to make it effective.

7.QUORUM OF DIRECTORS.

A majority of the total number of directors shall constitute a quorum for the transaction of business.

8.ACTION OF THE BOARD.

The vote of the majority of the directors present at a meeting at which a quorum is present shall be the act of the board. Each director present shall have one vote.

9.PLACE AND TIME OF BOARD MEETINGS.

The board may hold its meetings at the office of the corporation or at such other place, either within or without the State of Delaware, and at such time, as the board may from time to time determine.

10.REGULAR MEETINGS OF THE BOARD.

A regular annual meeting of the board shall be held immediately following the annual meeting of stockholders, and regular meetings of the board shall be held at such other times as the board may from time to time determine.

11.SPECIAL MEETINGS OF THE BOARD.

Special meetings of the board shall be held upon notice to the directors and may be called by the president upon two days notice to each director either personally, by mail, telex or telephone; special meetings shall be called by the president or by the secretary in a like manner on written request of two directors. Notice of a meeting need not be given to any director who submits a waiver of notice whether before or after the meeting or who attends the meeting without protesting prior thereto or at its commencement, the lack of notice to him.

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12.ADJOURNMENTS.

A majority of the directors present, whether or not a quorum is present, may adjourn any meeting to another time and place. Notice of the adjournment shall be given all directors who were absent at the time of the adjournment and, unless such time and place are announced at the meeting, to the other directors.

13 .CHAIRMAN.

At all meetings of the board the chairman, or in his absence (or if there is no chairman elected) the president, shall preside.

14.COMMITTEES.

The board may, by resolution passed by a majority of the whole board, designate from among its members an executive committee and other committees, each consisting of one or more of the directors of the corporation. The board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the board of the corporation to act at the meeting in place of any such absent or disqualified member. Each such committee, to the extent set forth in the resolution and permitted by law, shall have and may exercise all of the powers and authority of the board. Each such committee shall serve at the pleasure of the board.

15 .COMPENSATION.

No compensation shall be paid to directors, as such, for their services, but by resolution of the board a fixed sum and expenses for actual attendance at each regular or special meeting of the board may be authorized. Nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity and receiving compensation therefor.

16.ACTION WITHOUT A MEETING.

Any action required or permitted to be taken at any meeting of the board or of any committee thereof may be taken without a meeting if all members of the board or committee, as the case may be, consent in writing to the adoption of a resolution authorizing the action. The resolution and the written consents thereto by the members of the board or committee shall be filed with the minutes of the proceedings of the board or committee.

17.TELEPHONIC MEETINGS.

Members of the board or any committee designated by the board, may participate in a meeting of the board or such committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this section shall constitute presence in person at such meeting.

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ARTICLE IV - OFFICERS

1.OFFICES, ELECTION, TERM.

(a)The board shall elect a president, and a secretary, and may elect a chairman, one or more vice-presidents, and such other officers as it may determine, who shall have such duties, powers and functions as hereinafter provided.

(b)All officers shall be elected to hold office until the next regular annual meeting of the board. Each officer shall hold office for the term for which he is elected and until his successor has been elected and qualified, or until his earlier resignation or removal.

(c)The same person may hold any number of offices.

2.REMOVAL AND RESIGNATION.

(a)Any officer elected by the board may be removed by the board with or without cause.

(b)In the event of the death, resignation or removal of an officer, the board in its discretion may elect a successor to fill the unexpired term.

3.CHAIRMAN.

The chairman shall preside at all meetings of the board and shall have and perform such other duties as from time to time may be assigned to him by the board.

4.PRESIDENT.

The president shall be the chief executive officer of the corporation; he shall preside at all meetings of the stockholders and of the board; he shall have the management of the business of the corporation and shall see that all orders and resolutions of the board are carried into effect; and he shall have such other duties as from time to time may be assigned to him by the board.

5.VICE-PRESIDENTS.

(a)The board may elect an executive vice president with such powers as may be granted by the board upon recommendation of the president, which powers and functions may include those of chief operating officer.

(b)The vice president or vice presidents, if any, shall perform such duties as the board may from time to time prescribe. In the absence or disability of the president, the executive vice president, if any, shall have all of the powers and functions of the president and if there be no executive vice president, the vice president, or if there be more than one, that one who shall be authorized by the board, shall have all of the powers and functions of the president.

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6.SECRETARY.

The secretary shall:

(a)attend all meetings of the board and of the stockholders;

(b)record all votes and minutes of all proceedings in a book to be kept for that purpose;

(c)give or cause to be given notice of all meetings of stockholders and of special meetings of the board;

(d)keep in safe custody the seal of the corporation and affix it to any instrument when authorized by the board;

(e)when required, prepare or cause to be prepared and available at each meeting of stockholders a certified list in alphabetical order of the names of stockholders entitled to vote thereat, indicating the number of shares of each respective class held by each;

(f)keep all the documents and records of the corporation as required by law or otherwise in a proper and safe manner;

(g)perform such other duties as may be prescribed by the board.

7.ASSISTANT-SECRETARIES.

During the absence or disability of the secretary, the assistant-secretary, or if there are more than one, the one so designated by the secretary or by the board, shall have all of the powers and functions of the secretary.

8.TREASURER.

The treasurer, if appointed by the board, shall:

(a)have the custody of the corporate funds and securities;

(b)keep full and accurate accounts of receipts and disbursements in the corporate books;

(c)deposit all money and other valuables in the name and to the credit of the corporation in such depositories as may be designated by the board;

(d)disburse the funds of the corporation as may be ordered or authorized by the board and preserve proper vouchers for such disbursements;

(e)render to the president and board at the regular meetings of the board, or whenever they require it, an account of all his transactions as treasurer and of the financial condition of the corporation;

(f)render a full financial report at the annual meeting of the stockholders if so requested;

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(g)be furnished by all corporate officers and agents at his request, with such reports and statements as he may require as to all financial transactions of the corporation;

(h)perform such other duties as are given to him by these by-laws or as from time to time are assigned to him by the board or the president.

9.ASSISTANT-TREASURER.

During the absence or disability of the treasurer, the assistant-treasurer, or if there are more than one, the one so designated by the treasurer or by the board, shall have all the powers and functions of the treasurer.

10.SURETIES AND BONDS.

If the board shall so require, any officer or agent of the corporation shall execute to the corporation a bond in such sum and with such surety or sureties as the board may direct, conditioned upon the faithful performance of his duties to the corporation and including responsibility for negligence and for the accounting for all property, funds or securities of the corporation which may come into his hands.

ARTICLE V - CERTIFICATES FOR SHARES

1.CERTIFICATES.

The shares of the corporation shall be represented by certificates. They shall be numbered and entered in the books of the corporation as they are issued. They shall exhibit the holder’s name and the number of shares and shall be signed by the chairman, the president or a vice-president and by the treasurer or the secretary and shall bear the corporate seal. Any or all of the signatures on certificates may be a facsimile.

2.LOST, STOLEN OR DESTROYED CERTIFICATES.

The corporation may issue a new certificate of stock in place of any certificate theretofore issued by the corporation, alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate to be lost, stolen or destroyed. The corporation may, as a further condition precedent to the issuance of any such new certificate, require the owner of such lost, stolen or destroyed certificate, or his legal representative, to advertise the same in such manner as it shall require and/or give the corporation a bond in such sum and with such surety or sureties as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost, stolen or destroyed; or it may accept such other assurance as it may deem appropriate.

3.TRANSFERS OF SHARES.

Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person

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entitled thereto, and cancel the old certificate; every such transfer shall be entered on the transfer book of the corporation which shall be kept at such place as the board may designate. No transfer shall be made within five days next preceding the annual meeting of stockholders.

4.RECORD OWNERSHIP.

The corporation shall be entitled to treat the holder of record of any share as the holder in fact thereof and, accordingly, shall not be bound to recognize any equitable or other claim to or interest in such share on the part of any other person whether or not it shall have express or other notice thereof, except as expressly provided by the laws of the State of Delaware.

5.CLOSING TRANSFER BOOKS.

The board shall have the power to close the share transfer books of the corporation for a period of not more than five days during the thirty day period immediately preceding (1) any stockholders’ meeting, or (2) any date upon which stockholders shall be called upon to or have a right to take action without a meeting, or (3) any date fixed for the payment of a dividend or any other form of distribution, and only those stockholders of record at the time the transfer books are closed, shall be recognized as such for the purpose of (1) receiving notice of or voting at such meeting, or (2) allowing them to take appropriate action, or (3) entitling them to receive any dividend or other form of distribution.

ARTICLE VI - DIVIDENDS

Subject to the provisions of the certificate of incorporation and to applicable law, dividends on the outstanding shares of the corporation may be declared in such amounts and at such time or times as the board may determine. Before payment of any dividend, there may be set aside out of any of the funds of the corporation available for dividends such sum or sums as the board from time to time in its absolute discretion deems proper as a reserve fund to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the board shall think conducive to the interests of the corporation, and the board may modify or abolish any such reserve.

ARTICLE VII - INDEMNIFICATION

The corporation shall, to the fullest extent permitted under the laws of the State of Delaware, as the same may from time to time be amended, (a) indemnify the officers and directors of the Corporation from and against any and all expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such officer or director in any action, suit or proceeding, to the extent such amounts may be indemnified under said laws, and (b) pay to any officer or director, in advance of the final disposition of any civil or criminal action, suit or proceeding, the expenses incurred by such officer or director in defending such action, suit or proceeding. The indemnification and advancement of expenses provided for herein shall not be deemed exclusive of any other rights to which the officer or director seeking indemnification or advancement of expenses may be entitled under any agreement, vote of stockholders or disinterested directors, or otherwise, and shall inure to the benefit of the heirs and personal representatives of the officer or director seeking indemnification. The provisions of this

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by-law shall not be interpreted to restrict the board from indemnifying or advancing expenses to any director, officer or other person if the board shall determine such indemnification or advancement of expenses to be appropriate in the specific instance.

ARTICLE VIII - CORPORATE SEAL

The seal of the corporation shall be circular in form and bear the name of the corporation, the year of its organization and the words “Corporate Seal, Delaware.” The seal may be used by causing it to be impressed directly on the instrument or writing to be sealed, or upon adhesive substance affixed thereto. The seal on the certificates for shares or on any corporate obligation for the payment of money may be a facsimile, engraved or printed.

ARTICLE IX - EXECUTION OF INSTRUMENTS

All corporate instruments and documents shall be signed or countersigned, executed, verified or acknowledged by such officer or officers or other person or persons as the board may from time to time designate.

ARTICLE X - FISCAL YEAR

The fiscal year of the corporation shall end on the last day of December in each year.

ARTICLE XI - REFERENCES TO CERTIFICATE OF INCORPORATION

Reference to the certificate of incorporation in these by-laws shall include all amendments thereto or changes thereof unless specifically excepted.

ARTICLE XII - BY-LAW CHANGES

The by-laws may be adopted, amended, or repealed by the stockholders entitled to vote or by the board.

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EX-3.12

Exhibit 3.12

CERTIFICATE OF FORMATION

OF

AQUA HOTELS AND RESORTS OPERATOR LLC

Under Section 18-201 of the Delaware Code

The undersigned, an authorized natural person, for the purpose of forming a limited liability company, under the provisions and subject to Chapter 18, Title 6 of the Delaware Code, as amended and supplemented, and known, identified and referred to as the “Delaware Limited Liability Company Act” (the “Act”), hereby certifies that:

FIRST:  The name of the limited liability company is Aqua Hotels and Resorts Operator LLC (hereinafter called the “Company”).

SECOND:  The address of the registered office and the name and the address of the registered agent of the Company required to be maintained by Section 18-104 of the Act are:

The Corporation Trust Company

1209 Orange Street

Wilmington, DE  19801

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation this 17th day of July, 2012.

/S/ Caren Matyckas

Caren Matyckas

Authorized Person

EX-3.13

Exhibit 3.13

AQUA HOTELS AND RESORTS OPERATOR LLC

LIMITED LIABILITY COMPANY AGREEMENT

DATED AS OF AUGUST 15, 2012

TABLE OF CONTENTS

		Page
ARTICLE I DEFINITIONS		1
1.1	Definitions	1
1.2	Terms Generally	7
ARTICLE II GENERAL PROVISIONS		8
2.1	Formation	8
2.2	Name	8
2.3	Term	8
2.4	Purpose; Powers	8
2.5	Place of Business; Registered Office and Registered Agent	8
ARTICLE III MEMBERS		8
3.1	Name and Address	8
3.2	Limitation of Liability; Indemnification	9
3.3	Liability of a Member to the Company	9
3.4	Action by Members Without a Meeting	9
3.5	Certain Duties and Obligations of the Members	9
ARTICLE IV MANAGEMENT AND OPERATION OF THE COMPANY		10
4.1	Managing Member	10
4.2	Officers and Authorized Persons	11
4.3	Company Expenses	11
4.4	Management of Subsidiaries	11
4.5	Indemnification	12
ARTICLE V CAPITAL CONTRIBUTIONS		12
5.1	Initial Capital Contributions	12
5.2	Subsequent Fundings	12
5.3	Priority and Return of Capital	12
5.4	Withdrawal or Reduction of Capital Contributions	13
5.5	Capital Accounts	13
5.6	Transfers	13
5.7	Deficit Capital Account	13
5.8	Modifications	13
ARTICLE VI ALLOCATIONS; DISTRIBUTIONS		13
6.1	Allocations of Net Profits and Net Losses	13
6.2	Required Special Allocations	13
6.3	Distributions	14
6.4	Distributions of Cash Flow	15
6.5	Distributions of Capital Proceeds	15
6.6	Offset	15
6.7	Interest on and Return of Capital Contributions	15
6.8	Withholding	15

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ARTICLE VII TAXES; BOOKS AND RECORDS; INFORMATION		16
7.1	Tax Returns	16
7.2	Tax Elections	16
7.3	Tax Matters Partners	16
7.4	General Accounting Matters	16
7.5	Information	16
7.6	Bank Accounts	17
7.7	Accounting Period	17
ARTICLE VIII DISSOLUTION		17
8.1	Dissolution	17
8.2	Winding-up	18
8.3	Final Distribution	18
8.4	Termination	18
8.5	Claims of the Members	18
8.6	Distribution in Kind	18
ARTICLE IX TRANSFER OF MEMBERS’ INTERESTS		19
9.1	Restrictions on Transfer of Company Interests	19
9.2	Other Transfer Provisions	19
ARTICLE X MISCELLANEOUS		20
10.1	Equitable Relief	20
10.2	Governing Law	21
10.3	Successors and Assigns	21
10.4	Access; Confidentiality	21
10.5	Notices	21
10.6	Counterparts	21
10.7	Entire Agreement	22
10.8	Amendments	22
10.9	Waivers	22
10.10	Severability	22
10.11	No Partition	22
10.12	Exhibits and Schedules	22
10.13	Further Action	22
10.14	Cumulative Remedies	22
10.15	Section Titles	22
10.16	No Third Party Beneficiaries	22
10.17	Time of the Essence	23

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LIMITED LIABILITY COMPANY AGREEMENT OF AQUA HOTELS AND RESORTS OPERATOR LLC (the “Company”), dated as of August 15, 2012, by and among Aqua Hospitality LLC, a Delaware limited liability company (the “Managing Member”), Aqua Hotels and Resorts, Inc., a Delaware corporation (the “Non-Managing Member”), and such other persons as shall hereinafter become members as hereinafter provided (each a “Member” and, collectively, the “Members”).

Preliminary Statement

A.The Company was formed as a Delaware limited liability company pursuant to the filing of a Certificate of Formation in the office of the Secretary of State of the State of Delaware on July 17, 2012 (the “Certificate”).

B.On the date hereof, the Non-Managing Member contributed to the Company the Contributed Assets (as defined below) pursuant to the Contribution Agreement (as defined below).

C.The Members desire to enter into this Agreement to provide for the regulation and establishment of the affairs of the Company, the conduct of the Company’s business and the relations among them as Members of the Company.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Members hereby agree as follows:

ARTICLE I
DEFINITIONS

1.1Definitions. Unless the context otherwise requires, the following terms shall have the following meanings for purposes of this Agreement:

“Affiliate” means, with respect to any person, (i) any other person who Controls, is Controlled by or is under common Control with such person, (ii) any director, officer, partner or employee of such person or any person specified in clause (i) above or (iii) any immediate family member of any person specified in clause (i) or (ii) above.

“Agreement” means this Limited Liability Company Agreement, as it may be amended, supplemented, restated or otherwise modified from time to time in accordance with its terms.

“Authorized Person” has the meaning set forth in Section 4.2(a).

“Book Basis” means, with respect to any asset of the Company, the asset’s adjusted basis for federal income tax purposes, except as follows:

(a)The initial Book Basis of any asset contributed by a Member to the Company shall be the gross fair market value of such asset.

(b)The Book Basis of the Company Assets shall be adjusted to equal their respective gross fair market values if the Managing Member determines to restate Capital Accounts in accordance with the Regulations.

(c)The Book Basis of any item of Company Assets distributed to any Member shall be adjusted to equal the gross fair market value of such asset on the date of distribution as determined by the Managing Member.

(d)The Book Basis of Company Assets shall be increased (or decreased) to reflect any adjustments to the adjusted basis of such assets pursuant to Code Section 734(b) or Code Section 743(b), but only to the extent that such adjustments are taken into account in determining Capital Accounts pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m) and subparagraphs (vi) of the definitions of “Net Profits” and “Net Losses” herein; provided, however, that Book Basis shall not be adjusted pursuant to this subparagraph (d) to the extent that an adjustment pursuant to subparagraph (b) is required in connection with a transaction that would otherwise result in an adjustment pursuant to this subparagraph (d).

If the Book Basis of an asset has been determined or adjusted pursuant to subparagraph (a), (b) or (d), such Book Basis shall thereafter be adjusted by the Depreciation taken into account with respect to such asset for purposes of computing Net Profits and Net Losses.

“Business” means the business of managing and/or leasing the hotels and condotels previously managed and/or leased by the Non-Managing Member (whether through one or more Subsidiaries) prior to the date hereof and, for the avoidance of doubt, the Business shall not include any such business conducted by the Managing Member from and after the date of this Agreement.

“Business Day” means any day other than Saturday, Sunday or any other day on which commercial banks in California are generally closed for commercial banking business.

“Capital Account” means, when used with respect to any Member, the capital account maintained for such Member in accordance with Section 5.5 hereof, as such capital account may be increased or decreased from time to time pursuant to the provisions of Section 5.5.

“Capital Contributions” means the amount of money and/or the agreed upon fair market value of property contributed to the Company by a Member or its predecessor in interest on the date of contribution and shall include the contributions of such Member made pursuant to Sections 5.1 or 5.2.

“Capital Event” means (a) the direct or indirect sale, exchange, transfer, assignment or other disposition by the Company or a Subsidiary of material assets, including disposition of interests in an entity that owns material assets (other than to the Company or a Subsidiary), (b) any financing by the Company or a Subsidiary, or any refinancing of any indebtedness of the Company or a Subsidiary, or (c) any other similar transaction which is, in accordance with GAAP, treated as a capital or financing transaction.

“Capital Proceeds” means the sum of (a) the gross proceeds received by the Company from a Capital Event and (b) any reduction in Reserves previously established from Capital Proceeds, less the sum of (i) all costs and expenses incurred in connection therewith, (ii) the principal of and interest on any indebtedness of the Company that is then required to be and is paid, in whole or part, with such proceeds, and (iii) any additions to Reserves from such proceeds or any such proceeds that the Managing Member reinvests in the business of the Company.

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“Cash Flow” means, for any period, the sum of (a) any cash receipts of the Company during such period from all operating sources other than Capital Contributions and Capital Proceeds and (b) any reduction in Reserves established from such receipts in prior fiscal periods; less the sum of (i) all cash disbursements for operations of the Company or any Subsidiary during such fiscal period, including disbursements for operating expenses and debt service, but excluding cash disbursements paid out of Reserves and Capital Contributions and Capital Proceeds, and (ii) additions to Reserves during such period.

“Certificate” has the meaning set forth in the Preliminary Statement to this Agreement.

“Code” means the Internal Revenue Code of 1986, as amended from time to time, or any successor statute. Any reference herein to a particular provision of the Code shall mean, where appropriate, the corresponding provision in any successor statute.

“Company” has the meaning set forth in the caption to this Agreement.

“Company Assets” means all right, title and interest of the Company in and to all or any portion of the assets of the Company and any business property (real or personal) or estate acquired in exchange therefor or in connection therewith, including the Contributed Assets and any membership, stock or other interest in any Subsidiary.

“Company Nonrecourse Debt” has the meaning given the term “nonrecourse liability” in Regulation Section 1.752-1(a)(2).

“Company Nonrecourse Deductions” has the meaning given the term “nonrecourse deductions” in Regulation Section 1.704-2(b)(1) and Regulation Section 1.704-2(b)(2). The amount of Company Nonrecourse Deductions for a Fiscal Year is determined in accordance with Regulation Section 1.704-2(c).

“Contributed Assets” has the meaning given in the Contribution Agreement.

“Contributed Assets Valuation” means Nineteen Million Dollars ($19,000,000), which is the net agreed value of the Contributed Assets less the liabilities to which the Contributed Assets were subject at the time of contribution, and, upon the execution and delivery by the Members of this Agreement, such amount shall be deemed to have been contributed to the capital of the Company by the Non-Managing Member on the date hereof pursuant to Section 5.1.

“Contribution Agreement” means that certain Contribution Agreement, dated as of the date of this Agreement, by and between the Non-Managing Member, the Managing Member and the Company, pursuant to which the Non-Managing Member contributed to the Company the Contributed Assets.

“Control” (including its correlative meanings, “Controlled by” and “under common Control with”) means possession, directly or indirectly, of the power to direct or cause the direction of management or policies (whether through ownership of securities or partnership or other ownership interests, by contract or otherwise).

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“Current Return Account” means an account to be maintained for the Non-Managing Member, initially equal to zero, which account shall be credited (increased) daily throughout the term of this Agreement by an amount equal to the product of (i) the aggregate of the amount of the Investment Account and (ii) 4.00% per annum as of such day, compounding annually on the first day of each quarter with respect to the immediately preceding calendar quarter (or portion thereof). The balance of the Current Return Account shall be debited (reduced), but not below zero, each time, and to the extent the Non-Managing Member receives a Distribution pursuant to Section 6.4(a).

“Depreciation” means, for each Fiscal Year, an amount equal to the depreciation, amortization, or other cost recovery deduction allowable with respect to an asset for such taxable year, except that if the Book Basis of an asset differs from its adjusted basis for federal income tax purposes at the beginning of such Fiscal Year, Depreciation shall be an amount which bears the same ratio to such beginning Book Basis as the federal income tax depreciation, amortization, or other cost recovery deduction for such taxable year bears to such beginning adjusted tax basis; provided, however, that if the adjusted basis for federal income tax purposes of an asset at the beginning of such taxable year is zero, Depreciation shall be determined with reference to such beginning Book Basis using any reasonable method selected by the Managing Member.

“Distribution” means any cash, securities, property or other assets distributed to a Member by the Company.

“Fiscal Year” means the fiscal year for the Company that is designated by the Managing Member. As of the date hereof, the Fiscal Year is the calendar year ending on December 31 of each year.

“GAAP” means generally accepted accounting principles in effect from time to time in the United States of America.

“Governmental Entity” shall mean any court, tribunal, department, body, board, bureau, administrative agency or commission or other governmental authority or instrumentality, whether federal, state, local or foreign.

“Interest” means the interest of a Member in the Company, including the right of such Member in the capital, profits and losses of, and Distributions from, the Company, and the right of such Member to any and all benefits to which such Member may be entitled under this Agreement.

“Investment Account” means an account to be maintained for the Non-Managing Member, initially equal to the Contributed Assets Valuation, from which is subtracted the sum of all Distributions made to the Non-Managing Member pursuant to Section 6.5(a)(ii).

“Liquidator” means (i) the Managing Member or (ii) such other Person who is appointed by the Managing Member or in accordance with applicable law to take all actions related to the winding up of the Company’s business and the distribution of the Company’s assets.

“LLC Act” means the Delaware Limited Liability Company Act, 6 Del. C. Sections 18-101, et seq., as it may be amended from time to time, and any successor to such statute.

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“Managing Member” has the meaning set forth in the caption to this Agreement. “Member” has the meaning set forth in the caption to this Agreement.

“Member Nonrecourse Debt” means a partner nonrecourse debt within the meaning of Section 1.704-2(b)(4) of the Regulations.

“Member Nonrecourse Deductions” means the items of loss, deduction, and expenditure attributable to Member Nonrecourse Debt within the meaning of Section 1.704-2(i)(2) of the Regulations.

“Net Losses” means, for each Fiscal Year or other period, an amount equal to the excess of (a) the Company’s items of loss and deduction for such year or other period over (b) the Company’s items of income and gain for such year or other period, determined in accordance with Section 703(a) of the Code (including all items of income, gain, loss and deduction required to be stated separately under Section 703(a)(1) of the Code), with the following adjustments:

(i)Any income of the Company that is exempt from federal income tax, and not otherwise taken into account in computing Net Losses, will be considered an item of income.

(ii)Gain or loss resulting from any disposition of any Company Asset with respect to which gain or loss is recognized for federal income tax purposes will be computed by reference to the Book Basis of such asset, notwithstanding that the adjusted tax basis of such asset may differ from its Book Basis.

(iii)Any increase or decrease to Capital Accounts as a result of any adjustment to the Book Basis of Company Assets pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(f) shall constitute an item of income or loss, respectively.

(iv)Any expenditures of the Company described in Section 705(a)(2)(B) of the Code or treated as Section 705(a)(2)(B) expenditures under Treasury Regulation Section 1.704-1(b)(2)(iv)(i), and not otherwise taken into account in computing Net Losses, will be considered an item of deduction.

(v)In lieu of depreciation, amortization and other cost recovery deductions taken into account in computing taxable income or loss, there will be taken into account the Depreciation for the taxable year or other period as determined hereunder.

(vi)To the extent an adjustment to the adjusted tax basis of any of the Company Assets pursuant to Code Section 734(b) or Code Section 743(b) is required pursuant to Regulations Section 1.704-1(b)(2)(iv)(m)(4) to be taken into account in determining Capital Accounts as a result of a distribution other than in liquidation of a Member’s Interest, the amount of such adjustment shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases the basis of the asset) from the disposition of the asset and shall be taken into account for purposes of computing Net Losses.

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(vii)Notwithstanding any other provision of this definition, any items of income, gain, loss or deduction which are specially allocated pursuant to Section 6.2 shall not be taken into account in computing Net Losses.

The amounts of items of Company income, gain, loss or deduction available to be specially allocated pursuant to Section 6.2 shall be determined by applying rules comparable to those set forth in subparagraphs (i)-(vi) above.

“Net Profits” means, for each Fiscal Year or other period, an amount equal to the excess of (a) the Company’s items of income and gain for such year or other period over (b) the Company’s items of deduction and loss for such year or other period, determined in accordance with Section 703(a) of the Code (including all items of income, gain, loss and deduction required to be stated separately under Section 703(a)(1) of the Code), with the following adjustments:

(i)Any income of the Company that is exempt from federal income tax, and not otherwise taken into account in computing Net Profits, will be considered an item of income.

(ii)Gain or loss resulting from any disposition of any Company Asset with respect to which gain or loss is recognized for federal income tax purposes will be computed by reference to the Book Basis of such asset, notwithstanding that the adjusted tax basis of such asset may differ from its Book Basis.

(iii)Any increase or decrease to Capital Accounts as a result of any adjustment to the Book Basis of Company Assets pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(f) shall constitute an item of income or loss, respectively.

(iv)Any expenditures of the Company described in Section 705(a)(2)(B) of the Code or treated as Section 705(a)(2)(B) expenditures under Treasury Regulation Section 1.704-1(b)(2)(iv)(i), and not otherwise taken into account in computing Net Profits, will be considered an item of deduction.

(v)In lieu of depreciation, amortization and other cost recovery deductions taken into account in computing taxable income or loss, there will be taken into account the Depreciation for the taxable year or other period as determined hereunder.

(vi)To the extent an adjustment to the adjusted tax basis of any of the Company Assets pursuant to Code Section 734(b) or Code Section 743(b) is required pursuant to Regulations Section 1.704-1(b)(2)(iv)(m)(4) to be taken into account in determining Capital Accounts as a result of a distribution other than in liquidation of a Member’s Interest, the amount of such adjustment shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases the basis of the asset) from the disposition of the asset and shall be taken into account for purposes of computing Net Profits.

(vii)Notwithstanding any other provision of this Paragraph, any items of income, gain, loss or deduction which are specially allocated pursuant to Section 6.2 of this Agreement shall not be taken into account in computing Net Profits.

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The amounts of items of Company income, gain, loss or deduction available to be specially allocated pursuant to Section 6.2 of this Agreement shall be determined by applying rules comparable to those set forth in subparagraphs (i)-(vi) above.

“Non-Managing Member” has the meaning set forth in the caption to this Agreement.

“Percentage Interest” means the percentage interest of a Member as set forth on the books and records of the Company, as amended from time to time in accordance herewith. As of the date of this Agreement, the Managing Member’s Percentage Interest and the Non-Managing Member’s Percentage Interest are as set forth on Schedule 3.1 hereto.

“Permitted Transfer” means any Transfer to which the Managing Member consents, which, for the avoidance of doubt, includes any Transfer by the Managing Member of its direct or indirect Interest.

“Person” or “person” means an individual, corporation, association, partnership, limited liability company, trust, joint venture, business trust or unincorporated organization or other entity or organization, or a Governmental Entity.

“Regulations” means the regulations promulgated under the Code.

“Reserves” means funds or other amounts set aside or otherwise allocated or designated by the Managing Member in its reasonable discretion, (a) to pay taxes, insurance premiums, future or anticipated obligations, contingent or unforeseen obligations, and all other costs, expenses, and liabilities incident to the Company’s operations and ownership of the Company Assets, including amounts that may be needed to fund the Company’s operating deficits or to service the Company’s debt obligations; (b) to allow the Company to make repairs, capital improvements, acquisitions, replacements, or renewals; or (c) for any other valid purpose relating to the Company determined by the Managing Member.

“Subsidiary” means any Person directly or indirectly owned in whole or in part by the Company.

“Transfer” has the meaning set forth in Section 9.1(a).

“Transferee” has the meaning set forth in Section 9.1(b).

“Unanimous Action” has the meaning set forth in Section 4.1(a).

“Withheld Member” has the meaning set forth in Section 6.8.

1.2Terms Generally. The definitions in Section 1.1 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. Unless the context requires otherwise, the words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The term “hereunder” shall mean this entire Agreement as a whole unless reference to a specific section of this Agreement is made. All references in this Agreement

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to a section or article shall mean a section or article of this Agreement, unless otherwise expressly specified.

ARTICLE II
GENERAL PROVISIONS

2.1Formation. One or more Persons has acted as the organizer or organizers of the Company by preparing, executing and filing with the Delaware Secretary of State the Certificate pursuant to the LLC Act, as such Certificate may have been or may be amended from time to time. The Company was formed under the name Aqua Hotels and Resorts Operator LLC. The acts of such Persons are hereby authorized and ratified. The Managing Member and each of its constituent members are hereby designated as authorized persons, within the meaning of the LLC Act, to execute, deliver and file any amendments and/or restatements thereof and any other certificates necessary for the Company to qualify to do business in a jurisdiction in which the Company may wish to conduct business, but in any case, the Managing Member and its constituent members shall not take any action which subjects the Non-Managing Member to general service of process. The execution by the Managing Member or by any of its constituent members of any of the foregoing certificates (and any amendments and/or restatements thereof) shall be sufficient.

2.2Name. The Company shall conduct its activities under the name Aqua Hotels and Resorts Operator LLC.

2.3Term. The Company’s existence shall be perpetual, unless sooner dissolved, wound up or terminated in accordance with Article VIII of this Agreement or the LLC Act.

2.4Purpose; Powers. The purpose of the Company shall be to conduct and engage in the following activities: (i) directly or indirectly (through one or more Subsidiaries or other Persons) operate the Business, (ii) own, directly or indirectly, a limited liability company or other interest in, and act as a member of one or more Subsidiaries (provided each such Subsidiary has the purposes consistent with clauses (i), (iii) and (iv) of this Section 2.4), (iii) conduct such other lawful business activities related or incidental to the purposes described in clause (i), and (iv) exercise all powers enumerated in the LLC Act necessary to the conduct, promotion or attainment of the purposes set forth in clause (i) and for the protection and benefit of the Company.

2.5Place of Business; Registered Office and Registered Agent. The Company shall maintain a registered office at The Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware 19801, or such other office as is approved by the Managing Member. The Company shall maintain an office and principal place of business at c/o Aqua Hotels and Resorts, 1860 Ala Moana Boulevard, Suite 411, Honolulu, HI 96815, or at such other place as may from time to time be determined as its principal place of business by the Managing Member. The name and address of the Company’s registered agent as of the date of this Agreement is The Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware 19801.

ARTICLE III
MEMBERS

3.1Name and Address. The name, address, initial Capital Contribution and Percentage Interest of each Member as of the date of this Agreement are set forth on Schedule 3.1 hereto. Such

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schedule shall be amended from time to time by the Managing Member to reflect the admission or withdrawal of a Member or the transfer or assignment of Interests in accordance with the terms of this Agreement and other modifications to or changes in the information set forth therein. The Managing Member shall promptly distribute such amendments in writing to each of the Members.

3.2Limitation of Liability; Indemnification. Subject to Section 3.3, each Member’s liability to the Company, to any other Member, to any Subsidiary or to any other third party shall be limited to the maximum extent permitted by law. A Member shall not be personally liable for any indebtedness, liability or obligation of the Company, except that such Member shall remain liable for the payment of its Capital Contribution and as otherwise expressly set forth in this Agreement, the LLC Act and any other applicable law. The Company shall indemnify, defend and hold harmless each Member from and against all claims and demands to the maximum extent permitted under the LLC Act, except those resulting from such Member’s willful misconduct, gross negligence, fraud or intentional disregard of the terms of this Agreement.

3.3Liability of a Member to the Company.

(a)A Member that rightfully receives the return of any portion of a Capital Contribution is liable to the Company only to the extent now or hereafter provided by the LLC Act. A Member that receives a Distribution made by the Company in violation of this Agreement or made when the Company’s liabilities exceed its assets (after giving effect to such Distribution) shall be liable to the Company for the amount of such Distribution.

(b)Except as expressly provided in this Agreement, no Member is an agent of the Company solely by virtue of being a Member, and no Member has authority to sign, act for or bind the Company solely by virtue of being a Member, all of such powers being vested in the Managing Member. Any Member that executes any document or instrument or otherwise takes any action to bind the Company in violation of this Section 3.3 shall be solely responsible for, and shall indemnify, defend and hold harmless the Company and each other Member against, any losses that the Company, or such other Member, as the case may be, may at any time become subject to or liable for by reason of the actions specified above. The provisions of this Section 3.3 shall survive the termination of this Agreement.

3.4Action by Members Without a Meeting. Whenever the Members of the Company are required or permitted to take any action by vote, such action may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing (including in electronic format), setting forth the action so taken, shall be signed by the Members who hold voting interests having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all of the Members entitled to vote thereon were present and voted and shall be delivered to the administrative office of the Company, or to an employee or agent of the Company.

3.5Certain Duties and Obligations of the Members.

(a)Subject to the application of Article VIII, the Members shall take all action which may be reasonably necessary or appropriate (i) for the formation and continuation of the Company as a limited liability company under the laws of the State of Delaware and (ii) for the

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development, maintenance, preservation and operation of the business of the Company in accordance with the provisions of this Agreement and applicable laws and regulations. The Members shall take all action which is reasonably necessary and appropriate to form or qualify the Company to conduct the business in which the Company is engaged under the laws of any jurisdiction in which the Company is doing business and to continue in effect such formation or qualification.

(b)No Member shall take any action so as to cause the Company to be classified for Federal income tax purposes as an association or publicly traded partnership taxable as a corporation and not as a partnership.

ARTICLE IV
MANAGEMENT AND OPERATION OF THE COMPANY

4.1Managing Member.

(a)Subject to the other provisions of this Agreement, the full right, power, authority and discretion to conduct the business and affairs of the Company, and to do all things necessary to carry on the business of the Company, shall be vested in the Managing Member, acting alone and without the consent of any other Member; provided that the actions set forth on Schedule 4.1(a) hereto (the “Unanimous Actions”) shall require the consent of all Members prior to taking any such action. Without limiting the generality of the foregoing and subject to the other provisions of this Agreement: (A) the Managing Member shall have the full and exclusive right, power and authority to make all decisions (affirmative or negative) and to take any actions on behalf of or in respect of the Company as determined by the Managing Member in its sole discretion, with the understanding, however, that Unanimous Actions shall require the consent of all Members prior to taking each such action; and (B) except for Unanimous Actions or as otherwise expressly prohibited by this Agreement, the Managing Member is hereby authorized to execute and deliver on behalf of the Company any and all documents, contracts, certificates, agreements and instruments, and to take any action of any kind and to do anything and everything the Managing Member deems necessary, desirable or appropriate in accordance with the provisions of this Agreement and the LLC Act.

(b)Subject to the terms and conditions of this Agreement, the Managing Member shall have the responsibility and authority for (i) the day to day management and operation of the business and affairs of the Company (including the Business) in accordance with this Agreement, (ii) implementing all Unanimous Actions approved by the Members and (iii) managing the Company consistent with the terms and conditions of this Agreement. The Managing Member accepts and agrees to perform its duties and undertake its responsibilities set forth in this Agreement and in doing so act in good faith and in the best interests of the Company.

(c)The Managing Member may not be removed as Managing Member, nor may it resign as Managing Member.

(d)The Managing Member shall be entitled to the reimbursement of all reasonable, documented out-of-pocket expenses it incurs on behalf of the Company in accordance with this Agreement.

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(e)Whenever pursuant to this Agreement, the Managing Member exercises any right given to it to approve or disapprove or to provide or withhold consent or any arrangement or term is to be satisfactory or acceptable to the Managing Member, all such decisions, directions and determinations made by the Managing Member shall be in the sole and absolute discretion of the Managing Member, except as otherwise expressly provided for in this Agreement, and shall be final and conclusive. Each Member hereby acknowledges that the Managing Member shall not owe any fiduciary duties to any Member, and each Member hereby waives any and all applicable fiduciary duties and the applicability of the corporate opportunity doctrine with respect to the Managing Member.

4.2Officers and Authorized Persons.

(a)The Managing Member may designate one or more Persons as officers or agents of the Company, who may but need not have titles, and shall exercise and perform such powers and duties as shall be assigned and delegated to them from time to time by the Managing Member. Any such officer or agent (an “Authorized Person”) may be removed by the decision of the Managing Member at any time, with or without cause. Each Authorized Person shall hold office until his or her successor is elected and qualified, unless earlier removed in accordance with this Section 4.2. Any number of offices may be held by the same Person.

(b)The Authorized Persons, to the extent of their powers set forth in this Agreement or otherwise vested in them by action of the Managing Member not inconsistent with this Agreement, are agents of the Company for the purpose of the Company’s business, and the actions of the Authorized Persons taken in accordance with such powers shall bind the Company.

4.3Company Expenses. Each of the Members shall be responsible for its own formation and organizational expenses with respect to the entities constituting each of the Members. Each Member shall be responsible for all costs and expenses incurred by such Member and its respective Affiliates in connection with the formation of the Company, the negotiation and execution of this Agreement. All costs and fees of third party professionals, consultants, advisors and other contractors retained by the Company that are incurred by the Company from and after the date hereof in accordance with this Agreement shall be an expense of the Company.

4.4Management of Subsidiaries. All of the provisions of this Agreement regarding the management and governance of the Company shall apply to the management and governance of any Subsidiary, whether any such Subsidiary is managed or controlled directly or indirectly by the Company, as member, manager, partner, stockholder or otherwise. Any action to be taken by any Subsidiaries shall for all purposes hereof be construed as an action taken by the Company and shall be subject to the same rights and limitations granted and imposed on the Members under this Agreement. Any and all references herein to the Company or to the Managing Member (or its constituent members) causing or directing any action on behalf of a Subsidiary shall be deemed to refer to the Company causing (or either of its constituent members causing the Company to cause), in its capacity as the sole member of such Subsidiary, such action to be taken for and on behalf of such Subsidiary. In the event that the Company conducts its business through one or more Subsidiaries, the Managing Member shall perform, with no additional compensation, the same or substantially identical services for each such Subsidiary as the Managing Member performs for the Company, subject to the terms, conditions, limitations and restrictions set forth in this

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Agreement. Without limiting the generality of the foregoing (and notwithstanding anything contained herein to the contrary), any action or decision to be taken or made by or on behalf of a Subsidiary that, if taken or made by or on behalf of the Company would constitute a Unanimous Action, will require the approval of each of the Members.

4.5Indemnification. The Company shall indemnify, defend and hold harmless the Managing Member and each Authorized Person of the Company from and against any and all claims, demands, liabilities and expenses (including attorneys’ fees and any amounts expended in the settlement of any such claim, demand, liability or expense) to the maximum extent permitted under the LLC Act, except to the extent that any such claims, demands, liabilities or expenses arise as a result of the willful misconduct, gross negligence, intentional disregard of the terms of this Agreement or fraud of the Managing Member or Authorized Person of the Company, as the case may be. The Company shall advance to the indemnified party referred to above the amount of such expenses and fees at the time they become due, unless the Managing Member makes a good faith reasonable determination that such indemnified party will not be entitled to indemnification according to the standard set forth above. If expenses have been advanced to the indemnified party and it is ultimately determined that such indemnified party did not meet the above standard then the amounts advanced to the indemnified party shall be repaid by such indemnified party.

ARTICLE V
CAPITAL CONTRIBUTIONS

5.1Initial Capital Contributions. The Members are deemed to have made initial Capital Contributions as of the date of this Agreement in the amounts set forth on Schedule 3.1 hereto. For purposes of calculating the initial Capital Contributions of the Members, the Non-Managing Member shall be deemed to have contributed to the capital of the Company the Contributed Assets Valuation pursuant to this Section 5.1 upon the execution and delivery by the Members of this Agreement.

5.2Subsequent Fundings.

(a)In the event it is determined by the Managing Member that funds are required for any reason, then the Managing Member may in its sole discretion make additional Capital Contributions to the Company.

(b)No Member shall be required to make a Capital Contribution except as provided in this Agreement.

5.3Priority and Return of Capital. No Member shall have priority over any other Member, whether for the return of a Capital Contribution or for Net Profits, Net Losses or a Distribution except as provided herein; provided, however, that this Section 5.3 shall not apply to any loan, guaranty, endorsement, collateral or other indebtedness (as distinguished from a Capital Contribution) given, made or incurred by a Member to the Company or any creditor of the Company or to any indebtedness of the Company to a Member in connection with any business transaction.

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5.4Withdrawal or Reduction of Capital Contributions. Except as otherwise expressly provided in this Agreement, no Member shall be entitled to demand or receive the return of its Capital Contribution.

5.5Capital Accounts. A Capital Account shall be maintained for each Member. Said Capital Account shall be kept in accordance with the provisions of Section 1.704-1(b)(2)(iv) of the Regulations. Without limiting the foregoing, each Member’s Capital Account shall be (a) increased by the net agreed value of each Capital Contribution made by such Member, allocations to such Member of the Net Profits and any other allocations to such Member of income pursuant to Section 6.2, and (b) decreased by the net agreed value of each Distribution made to such Member by the Company, allocations to such Member of Net Losses and other allocations to such Member pursuant to Section 6.2. The Managing Member may restate Capital Accounts upon any event for which such restatement is permitted pursuant to the Regulations promulgated under Code Section 704(b).

5.6Transfers. Upon a permitted sale or other Transfer of an Interest, the Capital Account of the Member transferring its Interest shall become the Capital Account of the Person to whom such Interest is sold or transferred in accordance with Section 1.704-1(b)(2)(iv) of the Regulations.

5.7Deficit Capital Account. No Member shall have any liability to restore all or any portion of a deficit balance in a Capital Account, except as otherwise provided in this Agreement.

5.8Modifications. The manner in which Capital Accounts are to be maintained pursuant to this Agreement is intended to comply with the requirements of Section 704(b) of the Code. If the Managing Member determines that the manner in which Capital Accounts are to be maintained pursuant to this Agreement should be modified to comply with Section 704(b) of the Code, then the method in which Capital Accounts are maintained shall be so modified; provided, however, that any change in the manner of maintaining Capital Accounts shall not materially alter the economic agreement between or among the Members.

ARTICLE VI
ALLOCATIONS; DISTRIBUTIONS

6.1Allocations of Net Profits and Net Losses. For purposes of maintaining the Capital Accounts of the Company, Net Profits or Net Losses for any tax year (or portion thereof) shall be allocated among the Members, to the extent possible, in such a manner as to cause the balance in the Capital Account of each Member, as adjusted to reflect the allocations provided hereunder and the allocations under Section 6.2, to be equal to the aggregate amount of cash such Member would receive if the Company were liquidated and each of the Company Assets were sold for an amount of cash equal to its respective Book Basis, all debt obligations were satisfied in accordance with their respective terms (limited with respect to each Company Nonrecourse Debt or Member Nonrecourse Debt to the Book Basis of the asset(s) securing such debt) and the remaining cash were distributed as provided in Section 6.5.

6.2Required Special Allocations. Notwithstanding Section 6.1 hereof:

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(a)Any Member Nonrecourse Deductions shall be specially allocated to the Member(s) that bear(s) the economic risk of loss with respect to the Member Nonrecourse Debt to which the Member Nonrecourse Deductions are attributable in accordance with Section 1.7042(i)(1) of the Regulations.

(b)Appropriate allocations of income, gain, loss or deduction shall be made to the extent required to comply with the “qualified income offset” provisions of Section 1.704-1(b)(2)(ii)(d) of the Regulations, the Company “minimum gain chargeback” provisions of Section 1.704-2(f) of the Regulations, and the Member “minimum gain chargeback” provisions of Section 1.704-2(i)(4) of the Regulations, all issued pursuant to Section 704(b) of the Code. To the extent permitted by such Regulations, the allocations in such year and subsequent years shall be further adjusted so that the cumulative effect of all the allocations shall be the same as if all such allocations were made pursuant to Section 6.1 hereof without regard to Section 6.2(a) and this Section 6.2(b).

(c)that is in excess of the sum of (i) the amount (if any) such Member is obligated to restore pursuant to the Agreement, and (ii) the amount (if any) such member is deemed to be obligated to restore pursuant to the Regulations, taking into account all other allocations and adjustments under this Agreement (made as if this Section 6.2(c) were not in this Agreement), each such Member shall be specially allocated items of Company income and gain in the amount of such excess as quickly as possible.

(d)Any Company Nonrecourse Deductions for a Fiscal Year shall be specially allocated to the Members in accordance with their Percentage Interests. Solely for purposes of determining a Member’s proportionate share of any excess nonrecourse liability of the Company, as described in Regulation Section 1.752-3(a)(3), the Members’ interests in Company profits shall be deemed to equal their respective Percentage Interests.

(e)In accordance with Code Section 704(c) (and the principles thereof) and the Regulations issued with respect thereto, income, gain, loss and deduction with respect to any property contributed to the capital of the Company, or after Company Assets has been revalued under Regulation Section 1.704-1(b)(2)(iv), shall, solely for tax purposes, be allocated among the Members so as to take into account any variation between the adjusted basis of such property to the Company for federal income tax purposes and its Book Basis using any reasonable method permitted under the regulations that is selected by the Managing Member. Allocations pursuant to this Section 6.2(e) are solely for purposes of federal, state and local taxes and shall not affect, or in any way be taken into account in computing, any Member’s Capital Account or share of Net Profit, Net Loss, other items, or distributions pursuant to any provision of this Agreement.

(f)Net Profits, Net Losses, income, gain, deductions and credits allocated to a Company interest transferred, issued, or reissued during a Fiscal Year shall be allocated to the Persons who were the holders of such Company interest during such Fiscal Year, using any method selected by the Managing Member to the extent permitted by the Code.

6.3Distributions. The Managing Member may from time to time make Distributions at such times and in such amounts as it shall reasonably determine. Notwithstanding any provisions

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to the contrary in this Agreement, the Company shall not make a Distribution if such Distribution would violate the LLC Act.

6.4Distributions of Cash Flow. All Cash Flow shall, subject to Section 8.3, be Distributed to the Members as follows:

(a)First, 100% to the Non-Managing Member until the balance of the Current Return Account has been reduced to zero; and

(b)Thereafter, 100% to the Managing Member.

6.5Distributions of Capital Proceeds.

(a)All Capital Proceeds shall, subject to Section 8.3, be Distributed to the Members as follows:

(i)First, 100% to the Non-Managing Member until the balance of the Current Return Account has been reduced to zero;

(ii)Second, 100% to the Non-Managing Member until the balance of the Investment Account has been reduced to zero; and

(iii)Thereafter, 100% to the Managing Member.

(b)Any reference in this Agreement to a Distribution pursuant to this Section 6.5 or subsection thereof shall, as the context requires, include a corresponding Distribution pursuant to the last sentence of Section 8.3.

6.6Offset. The Company may offset all amounts that a Member owes to the Company pursuant to the terms of this Agreement against any Distribution to be made to such Member.

6.7Interest on and Return of Capital Contributions. No Member shall be entitled to interest on its Capital Contribution or to a return of his Capital Contribution, except as specifically set forth in this Agreement.

6.8Withholding. Notwithstanding any other provision contained in this Agreement, in the event that the Company is required to withhold and remit any taxes to the Internal Revenue Service or any other taxing authority with respect to any Member (the “Withheld Member”), then each such Withheld Member shall be required to make additional Capital Contributions at such times and in such amounts as determined by the Managing Member sufficient to fund, or reimburse the Company for, such obligations of the Company. Such capital contributions shall not be deemed Capital Contributions for purposes of this Agreement (but shall increase the Capital Account balance of such Member), and shall not change the Distributions that would otherwise be made to such Withheld Member. The amount of any such taxes remitted by the Company with respect to a Withheld Member for any year shall be a reduction of such Member’s Capital Account balance as if such amount were distributed to such Member but, provided that such Member has made the contribution required by the previous sentence, shall not reduce the actual cash Distribution to be made to such Member pursuant to this Agreement. Notwithstanding the previous sentence, the

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Managing Member may offset any Distribution to be made to a Member against any contribution required to be made by such Member and thereby reduce the contribution required to be made by such Member.

ARTICLE VII
TAXES; BOOKS AND RECORDS; INFORMATION

7.1Tax Returns. The Managing Member shall cause to be prepared and filed all necessary federal, state and local income tax returns for the Company. Each Member shall furnish to the Managing Member all pertinent information in its possession relating to Company operations that is necessary to enable the Company’s income tax returns to be prepared and filed.

7.2Tax Elections. The Company tax returns shall include such elections, and shall otherwise be completed, as the Managing Member shall determine. Neither the Company nor any Member may make an election for the Company to be taxed as a corporation under the Code or any similar provisions of applicable state law, and no provisions of this Agreement shall be interpreted to authorize any such election.

7.3Tax Matters Partners. The Managing Member shall be the “tax matters partner” of the Company pursuant to Section 6231(a)(7) of the Code, and is hereby authorized and required to represent the Company (at the expense of the Company) in connection with all examinations of the affairs of the Company by tax authorities.

7.4General Accounting Matters. On behalf of the Company, the Managing Member shall keep or cause to be kept books and records pertaining to the Company’s business showing all of its assets and liabilities, receipts and disbursements and all transactions entered into by the Company. Such books and records, and all supporting data, of the Company shall be kept at the office of the Company and the Members and their representatives shall at all reasonable times have free access thereto for the purpose of inspecting or copying the same. The Company’s books of account shall be kept on an accrual basis or as otherwise agreed upon by the Managing Member and otherwise in accordance with generally accepted accounting principles, except that for income tax purposes such books shall be kept in accordance with applicable tax accounting principles. The Managing Member may elect in its sole discretion to engage an outside auditor to perform an audit of the Company at the Company’s expense.

7.5Information.

(a)A Member may inspect during ordinary business hours and at the principal place of business of the Company the Certificate, this Agreement, any tax returns of the Company for the immediately preceding three Fiscal Years, and all other business records in the possession of the Company; provided that such inspection does not unreasonably interfere with the day-to-day operations of the Company and is for a purpose reasonably related to the Member’s Interest.

(b)The Managing Member:

(i)shall provide each Member with monthly written updates including bank statements and financial statements of the Company and the status of the Company Assets;

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(ii)shall provide each Member with quarterly financial statements of the Company (including a balance sheet and income statements for the year to date each prepared in accordance with GAAP);

(iii)shall provide each Member with year-end financial statements of the Company for each Fiscal Year (including a balance sheet and income statements for the year to date each prepared in accordance with GAAP);

(iv)shall provide each Member with the amount in each Member’s Capital Account as of the last day of each fiscal quarter;

(v)shall provide each Member with timely updates as to any construction, renovation and/or leasing projects related to the Company or any Subsidiary; and

(vi)shall use commercially reasonable efforts to transmit to each Member as soon as practicable following the close of each Fiscal Year (A) a computation of the distributions to such Member and the allocation to such Member of the profits or losses, as the case may be, during such prior Fiscal Year and (B) a Schedule K-1, each as shall be necessary for the preparation by such Member of a federal, state and local income tax return for the prior Fiscal Year, together with a true and complete copy of each federal, state and local tax return of the Company.

7.6Bank Accounts. All receipts, funds and income of the Company shall be deposited in the name of the Company in such banks or other financial institutions as are determined or approved by the Managing Member. Withdrawals from said banks or other financial institutions shall be made on signatures of such person or persons as shall be authorized by the Managing Member.

7.7Accounting Period. The accounting period of the Company shall be the Fiscal Year.

ARTICLE VIII
DISSOLUTION

8.1Dissolution. The Company shall be dissolved and subsequently terminated upon the occurrence of the first of the following events:

(a)the decision of the Managing Member to dissolve and subsequently terminate the Company;

(b)any other event that terminates the continued membership of any Member, but only if all of the remaining Members agree in writing to dissolve the Company;

(c)the entry of a decree of judicial dissolution under the LLC Act;

(d)the occurrence of any other event of dissolution under the provisions of this Agreement or, subject to the provisions of this Agreement to the contrary, the LLC Act; and

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(e)if all or substantially all of the Company Assets are sold or otherwise disposed of and the proceeds thereof distributed.

8.2Winding-up. When the Company is dissolved, the business and property of the Company shall be wound up and liquidated by the Liquidator. The Liquidator shall use its best efforts to reduce to cash and cash equivalent items such Company Assets as the Liquidator shall deem it advisable to sell, subject to obtaining fair value for such assets and any tax or other legal considerations.

8.3Final Distribution. Upon winding up of the Company, the assets of the Company shall be distributed in the following manner and order:

(a)to the payment of the expenses of the winding-up, liquidation and dissolution of the Company;

(b)to pay all creditors of the Company, other than Members, either by the payment thereof or the making of reasonable provision therefor;

(c)to the setting up of any reserves which the Liquidator may deem reasonably necessary for any contingent or unforeseen liabilities or obligations of the Company as provided in Section 18-804(b) of the LLC Act and, subject to such Section 18-804(b), at the expiration of such period as the aforesaid person or persons may deem advisable, for distribution in the manner hereinafter provided; and

(d)to pay, in accordance with the provisions of this Agreement applicable to such loans or in accordance with the terms agreed among them and otherwise on a pro rata basis, all creditors of the Company that are Members, either by the payment thereof or the making of reasonable provision therefor.

The remaining assets of the Company shall be applied and distributed to the Members in accordance with Section 6.5.

8.4Termination. The Company shall terminate when all of the assets of the Company have been distributed in the manner provided for in this Article VIII, and the existence of the Company shall have been terminated in the manner required by the LLC Act. The Liquidator (or Members if necessary) shall take all other actions as may be necessary to terminate the Company.

8.5Claims of the Members. Current Members and former Members shall look solely to the Company’s assets for the return of their Capital Contributions, and if the assets of the Company remaining after payment of or due provision for all debts, liabilities and obligations of the Company are insufficient to return such Capital Contributions, the Members and former Members shall have no recourse against the Company or any other Member or former Member.

8.6Distribution in Kind.

(a)Notwithstanding the provisions of this Article VIII which require the liquidation of the assets of the Company, but subject to the order of priorities provided thereunder, if on dissolution of the Company the Liquidator determines that an immediate sale of part or all of

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the assets of the Company would be impractical or would cause undue loss to the Members, the Liquidator may, with the prior written consent of the Managing Member, defer for a reasonable time the liquidation of any assets except those necessary to satisfy liabilities of the Company (other than those to Members) and may, with the prior written consent of the Managing Member, distribute to the Members, in lieu of cash, as tenants in common, undivided interests in such Company Assets as the Liquidator deems not suitable for liquidation.

(b)Subject to the approval of the Managing Member, any distributions in kind shall be subject to such conditions relating to the disposition and management of such assets as the Liquidator deems reasonable and equitable and to any agreements governing the operating of such assets at such time.

ARTICLE IX
TRANSFER OF MEMBERS’ INTERESTS

9.1Restrictions on Transfer of Company Interests.

(a)No Member may, directly or indirectly, assign, sell, exchange, transfer, pledge, hypothecate or otherwise dispose of all or any part of its Interest, including any noneconomic right provided to a Member, or any direct or indirect interest (whether legal or beneficial) in such Member (any assignment, sale, exchange, transfer, pledge, hypothecation or other disposition of an Interest being herein collectively called a “Transfer”) to any person, except as provided herein or with the consent of all of the Members. Notwithstanding the foregoing, no Member’s consent shall be required for any Permitted Transfer. Other than as set forth herein, any change in the ultimate beneficial ownership of a Member shall be deemed a Transfer for purposes of this Agreement. In the event of a partial direct Transfer of an Interest, such Transferee (as defined below) shall, for the purposes of this Article IX, be treated, together with the Member who transferred such Interest to the Transferee, as a single entity, with such transferor Member having the authority to make elections and give notices hereunder on behalf of such transferor Member and Transferee. Any such partial direct Transferee will be bound by the elections made by such transferor Member.

(b)Upon any direct Transfer of a Member’s Interest in compliance with this Article IX, the Person (the “Transferee”) to whom the Member’s Interest was Transferred shall be admitted as a Member upon the Transferee’s written acceptance and adoption of all of the terms and provisions of this Agreement and delivery to the Managing Member by the transferring Member and its Transferee of any other documents and instruments, including any legal opinions, reasonably requested by the Managing Member. For purposes hereof, the term “Managing Member” shall be deemed to include any Transferee of the Managing Member and the term “Non-Managing Member” shall be deemed to include any Transferee of the Non-Managing Member.

(c)Notwithstanding the foregoing, no Transfer or substitution shall be recognized if the Managing Member reasonably believes that such Transfer or substitution would pose a material risk that the Company will be treated as a “publicly traded partnership” within the meaning of Section 7704 of the Code and the Regulations promulgated thereunder.

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9.2Other Transfer Provisions.

(a)Any purported Transfer by a Member of all or any part of its Interest in violation of this Article IX shall be null and void and of no force or effect.

(b)Except as provided in this Article IX, no Member shall have the right to withdraw from the Company prior to its termination and no additional Member may be admitted to the Company unless approved by all of the Members. In the event that a Member purports to resign as a Member, such Member shall not be entitled to receive any Distributions or fees and shall not otherwise be entitled to receive value for or in respect of its Interest except as otherwise expressly provided herein. Notwithstanding any provision of this Agreement to the contrary, a Member may not Transfer all or any part of its Interest if such Transfer would jeopardize the status of the Company as a partnership for federal income tax purposes, or would violate, or would cause the Company to violate, any applicable law or regulation, including any applicable federal or state securities laws or any document or instrument evidencing indebtedness of the Company secured by the Company Assets.

(c)Concurrently with the admission of any substitute or additional Member, the Members shall forthwith cause any necessary papers to be filed and recorded and notice to be given wherever and to the extent required showing the substitution of a Transferee as a substitute Member in place of the Member Transferring its Interest, or the admission of an additional Member, all at the expense, including payment of any professional and filing fees incurred, of such substituted or additional Member. The admission of any person as a substitute or additional Member shall be conditioned upon such person or entity’s written acceptance and adoption of all the terms and provisions of this Agreement.

(d)If any Interest of a Member is Transferred during any accounting period in compliance with the provisions of this Article IX, each item of income, gain, loss, expense, deduction and credit and all other items attributable to such Interest for such period shall be divided and allocated between the transferor and the transferee by taking into account their varying Interests during such period in accordance with Section 706(d) of the Code, using any conventions permitted by law and selected by the Managing Member. All Distributions on or before the date of such Transfer shall be made to the transferor, and all Distributions thereafter shall be made to the transferee. Solely for purposes of making such allocations and Distributions, the Company shall recognize a Transfer on the date that the Managing Member receives notice of the Transfer which complies with this Article IX from the Member Transferring its Interest.

ARTICLE X
MISCELLANEOUS

10.1Equitable Relief. The Members hereby confirm that damages at law may be an inadequate remedy for a breach or threatened breach of this Agreement and agree that, in the event of a breach or threatened breach of any provision hereof, the respective rights and obligations hereunder shall be enforceable by specific performance, injunction or other equitable remedy, but, nothing herein contained is intended to, nor shall it, limit or affect any right or rights at law or by statute or otherwise of a Member aggrieved as against another for a breach or threatened breach of any provision hereof, it being the intention by this Section 10.1 to make clear the agreement of the Members that the respective rights and obligations of the Members hereunder shall be enforceable

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in equity as well as at law or otherwise and that the mention herein of any particular remedy shall not preclude a Member from any other remedy it or he might have, either in law or in equity.

10.2        Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware. In particular, the Company is formed pursuant to the LLC Act, and the rights and liabilities of the Members shall be as provided therein, except as herein otherwise expressly provided.

10.3        Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto, their respective successors and permitted assigns.

10.4        Access; Confidentiality. By executing this Agreement, each Member expressly agrees, at all times during the term of the Company and thereafter and whether or not at the time a Member of the Company (a) not to issue any press release or advertisement or take any similar action concerning the Company’s business or affairs without first obtaining consent of the Managing Member, (b) not to publicize any financial information concerning the Company and (c) not to disclose the Company’s affairs generally; provided that the foregoing shall not restrict any Member from disclosing information concerning such Member’s investment in the Company to its officers, directors, employees, agents, legal counsel, accountants, other professional advisors, limited partners, members and Affiliates, or to prospective or existing investors of such Member or its Affiliates or to prospective or existing lenders to such Member or its Affiliates. Nothing herein shall restrict any Member from disclosing information that: (i) is in the public domain (except where such information entered the public domain in violation of this Section 10.4); (ii) was made available or becomes available to a Member on a non-confidential basis prior to its disclosure to such Member by the Company or another Member; (iii) was available or becomes available to a Member on a non-confidential basis from a Person other than the Company who is not otherwise bound by a confidentiality agreement with the Company or its representatives, or is not otherwise prohibited from transmitting the information to the Member; (iv) is developed independently by the Member; (v) is required to be disclosed by applicable law (provided that prior to any such required disclosure, the disclosing party shall, to the extent possible, consult with the Managing Member and use best efforts to incorporate any reasonable comments of the Managing Member prior to such disclosure); or (vi) is expressly approved in writing by the Company. The provisions of this Section 10.4 shall survive the termination of the Company.

10.5        Notices. Whenever notice is required or permitted by this Agreement to be given, such notice shall be in writing and shall be given to any Member at its address (including via electronic mail) or facsimile number shown either in the Company’s books and records or on Schedule 3.1 hereto. Each such notice shall be effective (a) if given by facsimile or electronic mail, upon transmission (absent notice of non-delivery), (b) if given by mail, on the fourth day after deposit in the mails (certified or registered return receipt requested) addressed as aforesaid, (c) if given by overnight courier service, when received and (d) if given by any other means, when delivered to and receipted for at the address of such Member specified as aforesaid.

10.6        Counterparts. This Agreement may be executed in any number of counterparts, all of which together shall constitute a single instrument. In addition, the parties may execute this Agreement by telecopy or other facsimile machine and such facsimile signature shall be deemed an original.

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10.7        Entire Agreement. This Agreement embodies the entire agreement and understanding of the parties hereto in respect of the subject matter contained herein. There are no restrictions, promises, representations, warranties, covenants or undertakings, other than those expressly set forth or referred to herein. This Agreement supersedes all prior agreements and understandings between the parties with respect to such subject matter hereof.

10.8        Amendments. Any amendment to this Agreement shall be effective only if such amendment is evidenced by a written instrument duly executed and delivered by all of the Members.

10.9        Waivers. No waiver of any breach of any term of this Agreement shall be effective unless made in writing signed by the party against whom enforcement of the waiver is sought, and no such waiver of any breach of that term or any other term of the same or different nature shall be construed as a waiver of any subsequent breach of that term of the same or different nature.

10.10      Severability. It is the express intention of the parties that the agreements contained herein shall have the widest application possible. If any agreement contained herein is found by a court having jurisdiction to be unreasonable in scope or character, the agreement shall not be rendered unenforceable thereby, but rather the scope or character of such agreement shall be deemed reduced or modified with retroactive effect to render such agreement reasonable and such agreement shall be enforced as thus modified. If the court having jurisdiction will not review the agreement, then the parties shall mutually agree to revise the unenforceable provision to as close as permitted by law to the provision declared unenforceable. The parties further agree that in the event a court having jurisdiction determines, despite the express intent of the parties, that any portion of any covenant or agreement contained herein is not enforceable, the remaining provisions of this Agreement shall nonetheless remain valid and enforceable.

10.11      No Partition. The Members hereby waive any right of partition they may have with respect to any assets of the Company, now existing or hereafter acquired.

10.12      Exhibits and Schedules. The Schedules and Exhibits attached hereto are hereby incorporated herein and made a part of this Agreement.

10.13      Further Action. The parties shall execute and deliver all documents, provide all information and take or refrain from taking action as may be necessary or appropriate to achieve the purposes of this Agreement.

10.14      Cumulative Remedies. The rights and remedies provided by this Agreement are cumulative and the use of any one right or remedy by any party shall not preclude or waive its right to use any or all other remedies. Said rights and remedies are given in addition to any other rights the parties may have by law or otherwise.

10.15      Section Titles. Section titles are for descriptive purposes only and shall not control or alter the meaning of this Agreement as set forth in the text hereof.

10.16      No Third Party Beneficiaries. No provision of this Agreement (including any obligation of any Member to make Contributions) shall be interpreted as bestowing any rights whatsoever upon any third party.

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10.17      Time of the Essence. Time is of the essence as to the parties’ obligations under this Agreement.

[Signature Page Follows]

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written.

MANAGING MEMBER:
AQUA HOSPITALITY LLC
By:	/s/ Steven E. Orbuch
	Name: Steven E. Orbuch
	Title: Authorized Person
NON-MANAGING MEMBER:
AQUA HOTELS AND RESORTS, INC.
By:	/s/ Benjamin G. Rafter
	Name: Benjamin G. Rafter
	Title: President and Chief Executive Officer

Signature Page to LLC Agreement of Aqua Hotels and Resorts Operator LLC

Schedule 3.1

Members, Addresses, Initial Capital Contributions and Percentage Interests

Member Name and Address		Initial CapitalContribution		PercentageInterests
AQUA HOSPITALITY LLC a Delaware limited liability company		$	100.00	100	%
Address:	c/o Och-Ziff Real Estate
	9 West 57th Street, 39th Floor
	New York, New York 10019
	Attention: Steven E. Orbuch
E-mail:	sorbuch@ozcap.com
Facsimile:	(212) 790-0005
with a copy to:
Address:	Bryan Cave LLP
	1290 Avenue of the Americas
	New York, New York 10104
	Attention: Ronald B. Emanuel, Esq.
E-mail:	rbemanuel@bryancave.com
Facsimile:	(212) 541-1434
AQUA HOTELS AND RESORTS, INC.		$	19,000,000.00	0	%
a Delaware corporation
Address:	c/o Aqua Hotels & Resorts
	1860 Ala Moana Blvd. Suite 411
	Honolulu HI 96815
	Attention: Ben Rafter
Telephone:	(808) 748-2225
Facsimile:	(808) 748-2201
E-mail:	ben@aquaresorts.com
with a copy to:
Address:	Katten Muchin Rosenman LLP
	2029 Century Park East, 26th Fl.
	Los Angeles, California 90067
	Attention: Benzion J. Westreich
Telephone:	(310) 788-4409
Facsimile:	(31 O) 712-8228
E-mail:	benny. westreich@kattenlaw.com

Schedule 4.1(a)

Unanimous Actions

1.Cause the Company to acquire (directly or indirectly) any real property other than acquisitions related to the Business in accordance with this Agreement.

2.Cause the Company to enter into any agreement or transaction with the Managing Member, if such agreement is not on market (or more favorable to the Company) terms.

3.Amend this Agreement except as permitted in Section 10.8.

4.Make Distributions other than in accordance with this Agreement.

EX-3.14

Exhibit 3.14

STATE OF HAWAII
DEPARTMENT OF COMMERCE AND CONSUMER AFFAIRS
Business Registration Division
335 Merchant Division
Mailing Address:  P.O. Box 40, Honolulu, Hawaii 96810
Phone No. (808) 586-2727

ARTICLES OF ORGANIZATION FOR LIMITED LIABILITY COMPANY
(Section 428-203 Hawaii Revised Statutes)

PLEASE TYPE OR PRINT LEGIBLY IN BLACK INK

The undersigned, for the purpose of forming a limited liability company under the laws of the State of Hawaii, do hereby make and execute these Articles of Organization:

I

The name of the company shall be:

AQUA LUANA OPERATOR LLC

(The name must contain the words Limited Liability Company or the abbreviation L.L.C. or LLC)

II

The mailing address of the initial principal office is:

1860 ALA MOANA BLVD, SUITE 411, HONOLULU, HI 96815 USA

III

The company shall have and continuously maintain the State of Hawaii a registered agent who shall have a business address in this State.  The agent may be an individual who resides in this State, a domestic entity or a foreign entity authorized to transact business in this State.

a.The name (and state or country of incorporation, formation or organization, if applicable) of the company’s registered agent in the State of Hawaii is

WILLIAM FARNSWORTH
(Name of Registered Agent)	(State or Country)

b.The street address of the place of business of the person in State of Hawaii to which service of process and other notice and documents being served on or sent to the entity by it may be delivered to is.

1860 ALA MOANA BLVD, SUITE 411, HONOLULU, HI 96815 USA

IV

The name and address of each organizer is:

AQUA HOSPITALITY LLC 1860 ALA MOANA BLVD., SUITE 411, HONOLULU, HI 96815 USA

V

The period of duration is (check one):

x At-will

o For a specified term to expire on:
	(Month	Day	Year)

VI

The company is (check one):

a.	oManager-managed, and the names and address of the initial managers are listed in paragraph “c”, and the number of initial members are
b.	x Member-managed, and the names and addresses of the initial members are listed in paragraph “c”.
c.	List the names and addresses of the initial managers if the company is Manager-managed, or List the name and addresses of the initial members if the company is Member-managed.
		AQUA HOSPITALITY LLC	1860 ALA MOANA BLVD, SUITE 411, HONOLULU, HI 96815 USA

VII

The members of the company (check one)

xShall not be liable for the debts, obligations and liabilities of the company.

oShall be liable for all debts, obligations and liabilities of the company.

oShall be liable for all or specified debts, obligations and liabilities of the company, as state below, and have consented in writing to the adoption of this provision or to be bound by this provision.

We certify, under the penalties set forth in the Hawaii Uniform Limited Liability Company Act, that we have read the above statement.  I am authorized to sign this Articles of Organization, and that the above statements are true and correct to the best of our knowledge and belief.

Signed this 15 day of NOVEMBER 2013.

AQUA HOSPITALITY LLC, STEVEN ORBUCH
AUTHORIZED PERSON	(Type/Print Name of Organizer)
/s/ Steven Orbuch
(Signature of Organizer)	(Signature of Organizer)

EX-3.15

Exhibit 3.15

OPERATING AGREEMENT
OF
AQUA LUANA OPERATOR LLC

OPERATING AGREEMENT OF AQUA LUANA OPERATOR LLC (the “Company”), dated as of November 26, 2013, entered into by Aqua Hospitality LLC, a Delaware limited liability company (“Hospitality”), as the sole member.

Preliminary Statement

A.            The Company was formed as a Hawaii limited liability company pursuant to the filing of Articles of Organization (the “Certificate”) in the office the Department of Commerce. and Consumer Affairs, Business Registration Division of the State of Hawaii on November 26, 2013.

B.            The Member by this document intends to establish the operating rules by which the Company is to be governed.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Hospitality hereby agrees as follows:

ARTICLE I
Definitions

1.1          Definitions. The following terms contained herein shall have the meanings set forth below:

(a)           “Act” has the meaning set forth in the preliminary statement to this Agreement.

(b)           “Agreement” means this Operating Agreement of the Company, as it may be further amended, restated, supplemented or otherwise modified from time to time.

(c)           “Capital Account” when used with respect to any Member means the capital account maintained for such Member in accordance with Section 5.3 hereof, as such capital account may be increased or decreased from time to time pursuant to the provisions of Section 5.3

(d)           “Capital Contribution” means the total amount of cash and the agreed net fair market value of other property contributed to the Company by a Member pursuant to Section 5.1 hereof. Any reference to the Capital Contribution of a Member shall include the Capital Contribution made by any predecessor holders of such Member’s Membership Interest.

(e)           “Certificate” has the meaning set forth in the preliminary statement to this Agreement.

(f)            “Code” means the Internal Revenue Code of 1986, as amended and in effect from time to time, or any superseding federal revenue statute.

(g)           “Distribution” means any cash and other property paid to a Member by the Company from the operations of the Company.

(h)           “Fiscal Year” means a calendar year.

(i)            “Hospitality” has the meaning set forth in the preliminary statement to this Agreement.

(j)            “Member” means Hospitality and any other Person that may hereafter become a member of the Company pursuant to the terms of this Agreement.

(k)           “Member Nonrecourse Debt” means a nonrecourse debt of the Company within the meaning of Section 1.704-2(b)(4) of the Treasury Regulations.

(1)           “Member Nonrecourse Deductions” means the items of loss, deduction, and expenditure attributable to Member Nonrecourse Debt within the meaning of Section 1.7042(i)(2) of the Treasury Regulations.

(m)          “Membership Interests” means the respective percentage interests in the Company held by each Member, of which one hundred percent (100%) is held by Hospitality as of the date hereof.

(n)           “Net Losses” means the net losses of the Company, if any, determined in accordance with federal income tax principles.

(o)           “Net Profits” means the net income of the Company, if any, determined in accordance with federal income tax principles.

(p)           “Person” means any individual, corporation, governmental authority, limited liability company, partnership, trust, joint stock company, business trust, joint venture, unincorporated association or other entity.

(q)           “Required Members” means Members holding not less than a majority of all of the Membership Interests.

(r)            “Treasury Regulations” means all proposed, temporary and final regulations promulgated under the Code as from time to time in effect. References in this Agreement to specific sections of the Treasury Regulations shall also refer to the corresponding sections of succeeding Treasury Regulations as they may be amended from time to time.

ARTICLE II
Organization

2.1          Formation. The Company has been organized as a Hawaii limited liability company pursuant to the laws of the State of Hawaii, including the Act, by the filing of the Certificate with the Director of the Department of Commerce and Consumer Affairs of the State of Hawaii on November 26, 2013.

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2.2          Name. The name of the Company is Aqua Luana Operator LLC, or such other name as the Required Members may from time to time select.

2.3          Principal Place of Business. The principal place of business of the Company shall be 1860 Ala Moana Boulevard, Suite 411, Honolulu, Hawaii 96815. The Required Members shall have the right to change the principal place of business of the Company to the office of any Member, or otherwise, subject to the provisions of the Act. In addition, the Company may establish any other places of business as the Required Members may from time to time deem advisable.

2.4          Registered Office. The Company’s registered office shall be located c/o William Farnsworth, 1860 Ala Moana Boulevard, Suite 411, Honolulu, Hawaii 96815, or such other place in the State of Hawaii as the Required Members may from time to time determine.

2.5          Term. The term of the Company shall commence upon the filing of the Certificate and terminate upon the dissolution of the Company pursuant to the provisions of the Act or Article VIII below.

2.6          Purposes; Powers. The purpose of the Company shall be to carry on any lawful business, purpose or activity, whether or not for profit, to the fullest extent provided in the Act. The Company shall possess and may exercise all the powers and privileges granted by the Act or by any other law or by this Agreement, together with any powers incidental thereto, so far as such powers and privileges are necessary or convenient to the conduct, promotion or attainment of the businesses, purposes or activities of the Company.

ARTICLE III
Member
Transfers of Interests

3.1          Name and Address. As of the date hereof, Hospitality is the sole member of the Company, having an address of 1860 Ala Moana Boulevard, Suite 411, Honolulu, Hawaii 96815.

3.2          Additional and Substituted Members; Transfers of Membership Interests.

(a)           One or more additional members of the Company may be admitted to the Company after the date of this Agreement with the prior written consent of the Required Members.

(b)           The Company shall not have the obligation to cause the Membership Interest of any Member to be purchased by the Company or any other Member pursuant to the Act upon the dissociation of any Member.

(c)           Without the prior written consent of the Required Members, no Member may sell, assign, transfer or encumber, in whole or in part, any of such Member’s Membership Interest.

3.3          Limitation of Liability. A Member’s liability to the Company, to any other Member or to any third party shall be limited to the maximum extent permitted by law. A Member shall not be personally liable for any indebtedness, liability or obligation of the Company, except that such

3

Member shall remain personally liable for the payment of its Capital Contribution and as otherwise expressly set forth in this Agreement, the Act and any other applicable law.

3.4          Priority and Return of Capital. If there is more than one Member, no Member shall have priority over any other Member, whether for the return of a Capital Contribution or for Net Profits, Net Losses or a Distribution; provided, however, that this Section 3.4 shall not apply to any loan or other indebtedness (as distinguished from a Capital Contribution) made by a Member to the Company.

3.5          Liability of a Member to the Company. A Member that rightfully receives the return of any portion of a Capital Contribution is liable to the Company only to the extent now or hereafter provided by the Act. A Member that receives a Distribution made by the Company in violation of this Agreement or made when the Company’s liabilities exceed its assets (after giving effect to such Distribution) shall be liable to the Company for the amount of such Distribution.

3.6          Financial Adjustments. No Member admitted after the date of this Agreement shall be entitled to any retroactive allocation of losses, income or expense deductions incurred by the Company. If there is more than one Member, the Required Members may, at their discretion, at the time a Member is admitted, close the books and records of the Company (as though the Fiscal Year had ended) or make pro rata allocations of loss, income and expense deductions to such Member for that portion of the Fiscal Year in which such Member was admitted, in accordance with the Code.

3.7          Action by Members Without a Meeting. Whenever the Members of the Company are required or permitted to take any action by vote, such action may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the Members who hold voting interests having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all of the Members entitled to vote thereon were present and voted and shall be delivered to the administrative office of the Company, or to an employee or agent of the Company.

3.8          No Exclusive Duty to Company. A Member may have other business interests and may engage in other activities in addition to those relating to the Company, whether or not such business interests or activities may be competitive with those of the Company.

ARTICLE IV
Management

4.1          Management.

(a)           The business, affairs and management of the Company, including its policies and administration, shall be vested in the Required Members. The Required Members shall have the sole power to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed by managers under the Act.

4.2          Reliance by Third Parties. Each contract, agreement, deed, mortgage, security agreement, promissory note or other instrument or document executed by the Required Members

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with respect to any business or property of the Company shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (a) at the time of the execution and delivery thereof this Agreement was in full force and effect, (b) such instrument or document was duly executed in accordance with the terms and provisions of this Agreement and is binding upon the Company, and (c) the Required Members were duly authorized and empowered to execute and deliver, and to cause the Company to perform any and every such instrument or document for and on behalf of the Company.

4.3          Binding Authority of Required Members. Subject to Section 4.7, only the Required Members may act for the Company in connection with the ordinary course of its day-to-day business and with respect to all other matters.

4.4          Indemnification. The Company shall indemnify and hold harmless the Required Members and each officer and agent of the Company from and against all claims and demands to the maximum extent permitted under the Act.

4.5          Officers and Authorized Persons.

(a)           The Required Members may, from time to time as they deem advisable, appoint officers or other agents of the Company (such officers and agents, the “Authorized Persons” and each of them, an “Authorized Person”) and assign in writing titles (including, without limitation, President, Vice President, Secretary, and Treasurer) to any such person; provided that an Authorized Person need not have a title. Unless the Required Members decide otherwise, if the title is one commonly used for officers of a business corporation formed under the Hawaii Business Corporation Act, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office; provided, however, that no Authorized Person shall be permitted to take any action on behalf of the Company without the prior written consent of the Required Members. Any delegation pursuant to this Section 4.7 may be revoked at any time by the Required Members.

(b)           The Required Members hereby designate and appoint Benjamin G. Rafter as the President and Chief Executive Officer of the Company and William R. Farnsworth as Vice President and Chief Financial Officer of the Company for the purposes set forth in Section 4.7(c).

(c)           The Company is hereby authorized to execute, deliver and perform, and the Required Members and any Authorized Person (solely to the extent directed by the Required Members in writing), acting alone on behalf of the Company, is hereby authorized to execute and deliver, in the name of the Company, any and all other agreements, certificates, instruments, amendments or other documents to be executed and delivered by the Company, in its own capacity or in any other authorized capacity, all without any further act, vote or approval of any Member or any other person or entity notwithstanding any other provision of this Agreement. Notwithstanding any provisions of this Agreement, the Required Members and any Authorized Person (solely to the extent directed by the Required Members in writing) shall have the right to act for and bind the

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Company and may execute and deliver any document, instrument or contract on behalf of the Company without any vote or consent of any Member or other person or entity.

ARTICLE V
Capital Contributions

5.1          Capital Contributions. Concurrently with the execution and delivery of this Agreement, Hospitality has made or deemed to have made the capital contributions as reflected on the books and records of the Company as of the date hereof.

5.2          Additional Contributions. Except as set forth in Section 5.1, no Member shall be required to make any Capital Contribution.

5.3          Capital Accounts. If there is more than one Member, a Capital Account shall be maintained for each Member. Said Capital Account shall be kept in accordance with the provisions of Section 1.704-1(b)(2)(iv) of the Treasury Regulations. Without limiting the foregoing, each Member’s Capital Account shall be (a) increased by the net agreed value of each Capital Contribution made by such Member, allocations to such Member of the Net Profits and any other allocations to such Member of income pursuant to the Code, and (b) decreased by the net agreed value of each Distribution made to such Member by the Company, allocations to such Member of Net Losses and other allocations to such Member pursuant to the Code.

5.4          Transfers. Upon a permitted sale or other transfer of a Membership Interest in the Company, the Capital Account of the Member transferring its Membership Interests shall become the Capital Account of the Person to whom such Membership Interest is sold or transferred in accordance with Section 1.704-1(b)(2)(iv) of the Treasury Regulations.

5.5          Modifications. The manner in which Capital Accounts are to be maintained pursuant to this Section is intended to comply with the requirements of Section 704(b) of the Code. If in the opinion of the Required Members the manner in which Capital Accounts are to be maintained pursuant to this Agreement should be modified to comply with Section 704(b) of the Code, then the method in which Capital Accounts are maintained shall be so modified; provided, however, that any change in the manner of maintaining Capital Accounts shall not materially alter the economic agreement between or among the Members.

5.6          Deficit Capital Account. Except as otherwise required in the Act or this Agreement, no Member shall have any liability to restore all or any portion of a deficit balance in a Capital Account.

5.7          Withdrawal or Reduction of Capital Contributions. A Member shall not receive from the Company any portion of a Capital Contribution until all indebtedness and liabilities of the Company, except any indebtedness, liabilities and obligations to Members on account of their Capital Contributions, have been paid or there remains property of the Company, in the sole discretion of the Required Members, sufficient to pay them. A Member, irrespective of the nature of the Capital Contribution of such Member, has only the right to demand and receive cash in return for such Capital Contribution.

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ARTICLE VI
Allocations and Distributions

6.1          Allocations of Profits and Losses and Distributions if There is One Member. So long as there shall be only one Member, the Net Profits and Net Losses of the Company shall belong to such Member and any Distributions determined to be made by the Member shall be distributed to such Member. Distribution of liquidation proceeds shall be governed by Section 8.2. Sections 6.2, 6.3 and 6.4 applies if there shall be more than one Member.

6.2          Allocations of Profits and Losses. If there is more than one Member, the Net Profits and the Net Losses for each Fiscal Year shall be allocated among the Members in accordance with the respective Membership Interests.

6.3          Required Special Allocations if there is More than One Member. Notwithstanding Section 6.2 hereof, if there is more than one Member:

(a)           Appropriate adjustments shall be made to the allocations of Net Profits and Net Losses to the extent required under Section 704(c) of the Code and the Treasury Regulations thereunder and under Sections 1.704-1(b)(2)(iv)(d), (e), (f) and (g) of the Treasury Regulations.

(b)           Any Member Nonrecourse Deductions shall be specially allocated to the Member(s) that bear(s) the economic risk of loss with respect to the Member Nonrecourse Debt to which the Member Nonrecourse Deductions are attributable in accordance with Section 1.7042(i)(1) of the Treasury Regulations.

(c)           Appropriate adjustments shall be made to the allocations of Net Profits and Net Losses to the extent required to comply with the “qualified income offset” provisions of Section 1.704-1(b)(2)(ii)(d) of the Treasury Regulations, the Company “minimum gain chargeback” provisions of Section 1.704-2(f) of the Treasury Regulations, and the Member “minimum gain chargeback” provisions of Section 1.704-2(i)(4) of the Treasury Regulations, all issued pursuant to Section 704(b) of the Code. To the extent permitted by such Treasury Regulations, the allocations in such year and subsequent years shall be further adjusted so that the cumulative effect of all the allocations shall be the same as if all such allocations were made pursuant to Section 6.2 hereof (as adjusted by Section 6.3(a) hereof) without regard to Section 6.3(b) and this Section 6.3(c).

6.4          Distributions. If there is more than one Member, the Required Members may from time to time make Distributions pro rata in proportion to Membership Interests as of the record date set for such Distribution. Distribution of liquidation proceeds shall be governed by Section 8.2.

6.5          Offset. The Company may offset all amounts owing to the Company by a Member against any Distribution to be made to such Member.

6.6          Limitation Upon Distributions. No Distribution shall be declared and paid unless, after such. Distribution is made, the assets of the Company are in excess of all liabilities of the Company.

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6.7          Interest on and Return of Capital Contributions. No Member shall be entitled to interest on its Capital Contribution or to a return of its Capital Contribution, except as specifically set forth in this Agreement.

6.8          Accounting Period. The accounting period of the Company shall be the Fiscal Year.

ARTICLE VII
Taxes; Books and Records; Information

7.1          Tax Returns. If there is more than one Member, the Required Members shall cause to be prepared and filed all necessary federal and state income tax returns for the Company. Each Member shall furnish to the other Members all pertinent information in its possession relating to Company operations that is necessary to enable the Company’s income tax returns to be prepared and filed.

7.2          Tax Elections. If there is more than one Member, the Company shall make such elections on the appropriate tax returns as the Required Members may deem appropriate and in the best interests of the Members. Neither the Company nor any Member may make an election for the Company to be taxed as a corporation under the Code or any similar provisions of applicable state law, and no provisions of this Agreement shall be interpreted to authorize any such election.

7.3          Tax Matters Partners. If there is more than one Member, the Required Members shall designate a Member to be the “tax matters partner” of the Company pursuant to Section 6231(a)(7) of the Code.

7.4          Books and Records. The Company shall keep books and records of accounts and minutes of all decisions taken by the Members.

7.5          Information. A Member may inspect during ordinary business hours and at the principal place of business of the Company the Certificate, this Agreement, the minutes of any decision of the Member, any tax returns of the Company for the immediately preceding three Fiscal Years, and all other business records in the possession of the Company; provided that such inspection does not unreasonably interfere with the day-to-day operations of the Company and are for a purpose reasonably related to the Member’s interest in the Company.

ARTICLE VIII
Dissolution

8.1          Dissolution. The Company shall be dissolved and its affairs shall be wound up upon the first to occur of the following:

(a)           The unanimous vote or written consent of the holders of all the Membership Interests; or

(b)           The entry of a decree by a court of competent jurisdiction that dissolution and liquidation of the Company is required by law.

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8.2          Winding Up. Upon the dissolution of the Company, the Required Members may, in the name of and for an on behalf of the Company, prosecute and defend suits, whether civil, criminal or administrative, and sell or otherwise dispose of the Company’s assets to the extent permitted by any agreement dealing with the Company’s assets, discharge the Company’s liabilities for which a Member or Members have assumed personal liability and distribute to the Members any remaining assets of the Company, all without affecting the liability of Members. Upon such a winding up of the Company, the assets shall be distributed as follows:

(a)           First, to the payment of the debts and liabilities of the Company, including Members who are creditors, including any expenses of the Company incidental to such winding-up and dissolution;

(b)           Second, to the setting up of any reserves which the Required Members may deem reasonably necessary for any contingent or unforeseen liabilities or obligations of the Company and at the expiration of such period, as the Required Members may deem advisable, for distribution in the manner hereinafter provided; and

(c)           Third, in accordance with the first sentence of Section 6.1 or the first sentence of Section 6.4 hereof, as applicable.

8.3          Articles of Termination. Upon the completion of the distribution of the Company’s assets as provided in Section 8.2 hereof, the Company shall be terminated, and the Member shall execute and cause the Articles of Termination to be filed with the Director of the Department of Commerce and Consumer Affairs of the State of Hawaii and all qualifications of the Company as a foreign limited liability company to be canceled and shall take such other actions as may be necessary to terminate the Company.

8.4          Deficit Capital Account. Upon a liquidation of the Company within the meaning of Section 1.704-1(b)(2)(ii)(g) of the Treasury Regulations, if any Member has a deficit Capital Account (after giving effect to all contributions, distributions, allocations and other adjustments for all Fiscal Years, including the Fiscal. Year in which such liquidation occurs), the Member shall have no obligation to make any Capital Contribution, and the negative balance of any Capital Account shall not be considered a debt owed by the Member to the Company or to any other Person for any purpose.

8.5          Nonrecourse to Other Members. Except as provided by applicable law or as expressly provided in this Agreement, upon dissolution, each Member shall receive a return of its Capital Contribution solely from the assets of the Company. If the assets of the Company remaining after the payment or discharge of the debts and liabilities of the Company are insufficient to return any Capital Contribution of any Member, such Member shall have no recourse against any other Member.

8.6          Distribution in Kind.

(a)           Notwithstanding the provisions of Section 8.2 which require the liquidation of the assets of the Company, but subject to the order of priorities provided thereunder, if upon the dissolution of the Company the Required Members determine that an immediate sale of part or all of the assets of the Company would be impractical or would

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cause undue loss to the Members, the Required Members may defer for a reasonable time the liquidation of any assets except those necessary to satisfy liabilities of the Company (other than those to Members) and may, in their absolute discretion, distribute to the Members, in lieu of cash, as tenants in common, undivided interests in such Company assets as the Required Members deem not suitable for liquidation.

(b)           Any distributions in kind shall be subject to such conditions relating to the disposition and management of such assets as the Required Members deem reasonable and equitable and to any agreements governing the operating of such assets at such time. The Required Members shall determine the fair market value of any property distributed in kind using such reasonable method of valuation as it may adopt.

ARTICLE IX
General Provisions

9.1          Notices. Any notice, demand or other communication required or permitted to be given pursuant to this Agreement shall have been sufficiently given for all purposes if (a) delivered personally or by overnight courier service to the party to whom such notice, demand or other communication is directed or (b) sent by registered or certified mail, postage prepaid, addressed to the Member or the Company at its address set forth in this Agreement. Except as otherwise provided in this Agreement, any such notice shall be deemed to be given (i) when received if delivered personally or by overnight courier and (ii) three business days after the date on which it was deposited in a regularly maintained receptacle for the deposit of United States mail, addressed and sent as set forth in this section.

9.2          Amendments. This document sets forth the entire limited liability company agreement of the Company and may be amended by the Member as it sees fit or, if there is more than one Member, by the unanimous consent or approval of all of the Membership Interests.

9.3          No Rights of Creditors and Third Parties Under Agreement. This Agreement is entered into by the Member for the exclusive benefit of the Company, its Members and permitted successors and assigns. This Agreement is expressly not intended for the benefit of any creditor of the Company or any other Person. No such creditor or any third party shall have any rights under this Agreement or any agreement between the Company and any Member with respect to any Capital Contribution or otherwise.

9.4          Construction. Whenever the singular number is used in this Agreement and when required by the context, the same shall include the plural and vice versa, and the masculine gender shall include the feminine and neuter genders and vice versa.

9.5          Headings. The headings in this Agreement are for convenience only and shall not be used to interpret or construe any provision of this Agreement.

9.6          Waiver. No failure of a Member to exercise, and no delay by a Member in exercising, any right or remedy under this Agreement shall constitute a waiver of such right or remedy. No waiver by a Member of any such right or remedy under this Agreement shall be effective unless made in a writing duly executed by all Members and specifically referring to each such right or remedy being waived.

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9.7          Severability. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law. However, if any provision of this Agreement shall be prohibited by or invalid under such law, it shall be deemed modified to conform to the minimum requirements of such law or, if for any reason it is not deemed so modified, it shall be prohibited or invalid only to the extent of such prohibition or invalidity without the remainder thereof or any other such provision being prohibited or invalid.

9.8          Binding Effect. This Agreement shall be binding upon and inure to the benefit of each of the Members, and its successors and assignees, except no right or obligation of a Member under this Agreement may be assigned by such Member to another Person without first obtaining the written consent of the Required Members.

9.9          Governing Law. This Agreement shall be governed by, and construed under, the laws of the State of Hawaii, all rights and remedies being governed by said laws.

[Signature Page Follows]

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IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has duly executed this Agreement as of the date first indicated above.

MEMBER:
AQUA HOSPITALITY LLC,
a Delaware limited liability company
By:	/s/ Steven E. Orbuch
	Name:	Steven E. Orbuch
	Title:	Authorized Person

EX-3.18

Exhibit 3.18

ARTICLES OF ORGANIZATION FOR FLORIDA LIMITED LIABILITY COMPANY

ARTICLE I - Name:

The name of the Limited Liability Company is:

ASTON HOTELS & RESORTS FLORIDA, LLC

(Must end with the words “Limited Liability Company, “L.L.C.,” or “LLC.”)

ARTICLE II - Address:

The mailing address and street address of the principal office of the Limited Liability Company is:

Principal Office Address:	Mailing Address:
6262 SUNSET DRIVE	6262 SUNSET DRIVE
MIAMI, FL 33143	MIAMI, FL 33143

ARTICLE III - Registered Agent, Registered Office, & Registered Agent’s Signature:

(The Limited Liability Company cannot serve as its own Registered Agent. You must designate an individual or another business entity with an active Florida registration.)

The name and the Florida street address of the registered agent are:

CORPORATE CREATIONS NETWORK INC.

Name

11380 PROSPERITY FARMS ROAD #221E

Florida street address (P.O. Box NOT acceptable)

PALM BEACH GARDENS FL33410

City, State, and Zip

Having been named as registered agent and to accept service of process for the above stated limited liability company at the place designated in this certificate, I hereby accept the appointment as registered agent and agree to act in this capacity. I further agree to comply with the provisions of all statutes relating to the proper and complete performance of my duties, and I am familiar with and accept the obligations of my position as registered agent as provided for in Chapter 608, F.S..

/s/	Diana Serra
	Registered Agent’ signature (REQUIRED)
	Diana Serra, Vice President

(CONTINUED)

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ARTICLE IV- Manager(s) or Managing Member(s):

The name and address of each Manager or Managing Member is as follows:

Title:	Name and Address:
“MGR” = Manager
“MGRM” = Managing Member
MGR	KELVIN M. BLOOM
	2155 KALAKAUA AVE., SUITE 500
	HONOLULU, HI 96815
MGR	VICTORIA J. KINCKE
	6262 SUNSET DRIVE
	MIAMI, FL 33143
MGR	JOHN A. GALEA
	6262 SUNSET DRIVE
	MIAMI, FL 33143
(Use attachment if necessary)

ARTICLE V: Effective date, if other than the date of filing:                         . (OPTIONAL)

(If an effective date is listed, the date must be specific and cannot be more than five business days prior to or 90 days after the date of filing.)

REOUIRED SIGNATURE:
	/s/ John A. Galea
	Signature of a member or an authorized representative of a member.

(In accordance section 608.408(3), Florida Statutes, the execution of this document constitutes an affirmation under the penalties of perjury that the facts stated herein are true. I am aware that any false information submitted in a document to the Department of State constitutes a third degree felony as provided for in s.817.155, F.S.)

JOHN A. GALEA

Typed or printed name of signee

Filing Fees:

$125.00 Filing Fee for Articles of Organization and Designation

of Registered Agent

$ 30.00 Certified Copy (Optional)

$   5.00 Certificate of Status (Optional)

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EX-3.19

Exhibit 3.19

OPERATING AGREEMENT

OF

ASTON HOTELS & RESORTS FLORIDA, LLC

THIS OPERATING AGREEMENT (the “Agreement”) is made and entered into as of July 11, 2013, by and between ASTON HOTELS & RESORTS, LLC, a Hawaii limited liability company, as the sole Member (the “Member”), and ASTON HOTELS & RESORTS FLORIDA, LLC (the “Company”).

1.Formation. The Member has formed a Florida limited liability company under the name “Aston Hotels & Resorts Florida, LLC” pursuant to the Florida Statutes Chapter 608 (the “Act”), effective upon the filing of the Articles of Organization (the “Articles”) for the Company. The Member shall be the sole Member. The entity shall be treated as a disregarded entity for federal income tax purposes as defined in Treasury Regulation Section 301.7701-3(b).

2.Principal Office and Place of Business. The principal office and place of business (the “Principal Office”) of the Company shall be such place as the Managers from time to time shall determine.

3.Agent for Service of Process. The agent for service of process for the Company shall be CORPORATE CREATIONS NETWORK INC., whose offices are located at 11380 Prosperity Farms Road, #221E, Palm Beach Gardens, Florida 33410, or such other person or entity as the Managers shall appoint from time to time.

4.Purpose. The Company shall have the power to pursue any and all activities necessary, appropriate, proper, advisable, incidental to or convenient for the furtherance and accomplishment of such purposes as are determined from time to time by the Managers that are permissible under the Act.

5.Term. The term of the Company shall commence on the filing date of the Articles and shall continue until dissolved.

6.Capital Contributions. The Member may make capital contributions to the Company in such amounts and at such times as the Member shall determine in the Member’s sole discretion.

7.Distributions of Available Cash Flow. Distributions of available cash flow shall be made in such amounts and at such times as the Member shall determine in the Member’s sole discretion.

8.Managers.

(a)Management. Except as may otherwise be provided by the Act or by this Agreement, the property, affairs, and business of the Company shall be managed by or under the direction of the Managers, and the Member(s) shall have no right to act on behalf of or bind the Company. The Managers shall be responsible for policy setting and approving the overall direction of the Company and day-to-day business and affairs of the Company. Unless otherwise expressly provided in this Agreement, the Managers will act by a majority of the Managers.

(b)Managers. The individuals listed in the attached Exhibit A shall be the Managers of the Company effective as of the date of this Agreement.

(c)Number and Tenure. There shall be such number of Managers, no fewer than one, as from time to time shall be appointed or otherwise fixed by the Member(s). Each Manager appointed shall hold office until his or her successor is appointed and qualified or until his or her earlier resignation or removal. Managers need not be members of the Company.

(d)Removal of Managers. Any Manager may be removed from office at any time, with or without cause, by the Member(s).

(e)Vacancies. If any vacancy shall occur among the Managers, the vacancy shall be filled by the Member(s). Each Manager chosen to fill a vacancy shall hold office until his or her successor is duly appointed and qualified.

(f)Resignation. Any Manager may resign at any time by giving written notice to the Member(s) or all of the other Managers. Unless a later date is specified in such written notice, a resignation shall take effect upon delivery. It shall not be necessary for a resignation to be accepted before it becomes effective.

(g)Action by Written Consent. Any action required or permitted to be taken by the Managers, either at a meeting or otherwise, may be taken without a meeting if the Managers, as the case may be, by the vote required for the relevant action in accordance with this Agreement, consent thereto in writing.

9.Officers. The Managers may appoint Officers, from time to time, with such other titles as the Managers may select, including the titles of Chairman, Chief Executive Officer, President, Vice President, Treasurer and Secretary, to act on behalf of the Company. An Officer shall have such power and authority as the Managers may delegate to any such person and need not be a Member of the Company.

10.Banking Resolution. The Managers shall open all banking accounts as the Managers deem necessary and enter into any deposit agreements as are required by the financial institution at which such accounts are opened. The Managers and such other persons or entities designated in writing by the Managers shall have signing authority with respect to such bank accounts. Funds deposited into such accounts shall be used only for the business of the Company.

11.Indemnification of the Member and Managers. The Company and its successors shall indemnify, defend and hold harmless the Member, each Manager and any and all of the Member’s Affiliates (each, an “Indemnitee”), to the extent of the Company’s assets, for, from and against any liability, damage, cost, expense, loss, claim or judgment incurred by the Indemnitee arising out of any claim based upon acts performed or omitted to be performed by the Indemnitee in connection with the business of the Company, including without limitation, attorneys’ fees and costs incurred by the Indemnitee in settlement or defense of such claims. Notwithstanding the foregoing, no Indemnitee shall be so indemnified, defended or held harmless for claims based upon acts or omissions in breach of this Agreement or which constitute fraud, gross negligence, or willful misconduct. Amounts incurred by an Indemnitee in connection with any action or suit arising out of or in connection with Company affairs shall be reimbursed by the Company.

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“Affiliate” means a person or entity who, with respect to the Member: (a) directly or indirectly controls, is controlled by or is under common control with the Member; (b) owns or controls 10 percent or more of the outstanding voting securities of the Member; (c) is an officer, director, shareholder, partner or member of the Member; or (d) if the Member is an officer, director, shareholder, partner or member of any entity, the entity for which the Member acts in any such capacity.

12.Liability. No Indemnitee shall be personally liable, responsible, accountable in damages or otherwise to the Company for any act or omission performed or omitted by such Indemnitee in connection with the Company or its business. The Member’s liability for the debts and obligations of the Company shall be limited as set forth in the Act and other applicable law.

13.Reimbursable Expenses. The Company will reimburse the Managers and Member for all actual out-of-pocket third-party expenses incurred in connection with the carrying out of the duties set forth in this Agreement.

14.Records. The Managers shall keep or cause to be kept at the Principal Office of the Company the following: (a) a written record of the full name and business, residence or mailing address of the Member; (b) a copy of the initial Articles of Organization and all amendments thereto; (c) copies of all written operating agreements and all amendments to such agreements, including any prior written operating agreements no longer in effect; (d) copies of any written and signed promises by the Member to make capital contributions to the Company; (e) copies of the Company’s federal, state and local income tax returns and reports, if any, for the three most recent years; (f) copies of any prepared financial statements of the Company for the three most recent years; and (g) minutes of every meeting as well as any written consents or actions taken without a meeting.

15.Dissolution. The Company shall be dissolved upon the election of the Member. A withdrawal event with respect to the Member shall not dissolve the Company, unless any assignees of the Member’s interest do not elect to continue the Company and admit a member within 90 days of such withdrawal event.

16.Filing Upon Dissolution. As soon as possible following the dissolution of the Company, the Managers shall execute and file all notices and other documents required under the Act and any other applicable law.

17.Liquidation. Upon dissolution of the Company, it shall be wound up and liquidated as rapidly as business circumstances permit, the Member shall act as the liquidating trustee, and the assets of the Company shall be liquidated and the proceeds thereof shall be paid (to the extent permitted by applicable law) in the following order: (a) first, to creditors, including the Member if the Member is a creditor, in the order and priority required by applicable law; (b) second, to a reserve for contingent liabilities to be distributed at the time and in the manner as the liquidating trustee determines in its sole discretion; and (c) third, to the Member.

18.Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the state of Florida, without regard to its conflicts of laws principles that would require another jurisdiction.

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19.Severability. If any provision of this Agreement shall be conclusively determined by a court of competent jurisdiction to be invalid or unenforceable to any extent, the remainder of this Agreement shall not be affected thereby.

20.Binding Effect. Except as otherwise provided herein, this Agreement shall inure to benefit of and be binding upon the Member and its successors and assigns.

21.Titles and Captions. All article, section and paragraph titles and captions contained in this Agreement are for convenience only and are not a part of the context hereof.

22.Pronouns and Plurals. All pronouns and any variations thereof are deemed to refer to the masculine, feminine, neuter, singular or plural as the identity of the appropriate person may require.

23.No Third Party Rights. This Agreement is intended to create enforceable tights between the parties hereto only, and, except as expressly provided herein, creates no rights in, or obligations to, any other persons.

24.Amendments. This Agreement may not be amended except by a written document executed by the Member and the Company.

[The Remainder of This Page Intentionally Left Blank]

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IN WITNESS WHEREOF, the parties have executed this Agreement effective as of the day and year first above written.

MEMBER:		COMPANY:
ASTON HOTELS & RESORTS, LLC		ASTON HOTELS & RESORTS FLORIDA, LLC
By:	/s/ Kelvin M. Bloom	By: ASTON HOTELS & RESORTS, LLC
Kelvin M. Bloom
Its Manager
		By:	/s/ Kelvin M. Bloom
By:	/s/ Victoria J. Kincke	Kelvin M. Bloom
Victoria J. Kincke		Its Manager
Its Manager
		By:	/s/ Victoria J. Kincke
By:	/s/ John A. Galea	Victoria J. Kincke
John A. Galea		Its Manager
Its Manager
		By:	/s/ John A. Galea
		John A. Galea
		Its Manager

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Exhibit A

Initial Managers:

Kelvin M. Bloom, 2155 Kalakaua Avenue, 5th Floor, Honolulu, HI 96815

John A. Galea, 6262 Sunset Drive, Miami, FL 33143

Victoria J. Kincke, 6262 Sunset Drive, Miami, FL 33143

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EX-3.20

Exhibit 3.20

CERTIFICATE OF INCORPORATION
OF
CDP GP, INC.

The undersigned, for the purposes hereinafter stated, under and pursuant to the provisions of the General Corporation Law of Delaware, does hereby certify as follows:

FIRST:  The name of the corporation is:

CDP GP, Inc.

SECOND:  The Registered Office of the corporation is to be located at 1013 Centre Road, in the City of Wilmington, in the County of New Castle, in the State of Delaware, 19805-1297.  The name of its Registered Agent at that address is The Prentice-Hall Corporation System, Inc.

THIRD:  The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

FOURTH:  The total number of shares of stock which the corporation shall have authority to issue is one thousand (1,000) shares of no par common stock.

FIFTH:  The original By-Laws of the corporation may be adopted by the sole incorporator named herein, or by the initial directors of the corporation.  Thereafter, in furtherance and not in limitation of the powers conferred by the laws of the State of Delaware, the Board of Directors and/or the stockholders of the corporation are expressly empowered to make, alter, amend or repeal By-Laws in the manner to be determined by the terms of the By-Laws of the corporation then in existence.

SIXTH:  The name and mailing address of the sole incorporator is:

Rosemarie A. Rodriguez

Diversified Financial Management Corp.

200 West Madison Street

Suite 3800

Chicago, Illinois 80606

SEVENTH:  The Corporation shall have perpetual existence.

EIGHTH:  The Corporation shall, to the full extent permitted by Section 145 of the General Corporation Law of Delaware, as amended from time to time, indemnify all officers and directors of the Corporation.

NINTH:  Whenever a compromise or arrangement is proposed between this corporation and its creditors or any class of them and/or between this corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for this corporation under the provisions of Section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this corporation under the provisions of Section 279 of Title 8 of the Delaware Code order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three-fourths (3/4) in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of the corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of the corporation as consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders of the corporation, aa the case may be, and also on the corporation.

TENTH:  To the fullest extent permitted by the General Corporation Law of Delaware as amended from time to time, a director of the corporation shall not be liable to the corporation or

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its stockholders for monetary damages for breach of fiduciary duty as a director.

IN WITNESS WHEREOF, the undersigned, being the incorporator hereinbefore named, tax the purpose of forming a corporation pursuant to the General Corporation Law of Delaware, does hereby make this certificate, declaring that the facts herein stated are true, and accordingly has hereunto set his hand this 8th day of May 1997.

/s/ Rosemarie A. Rodriquez

Rosemarie A. Rodriguez, Incorporator

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EX-3.21

Exhibit 3.21

BY-LAWS
OF
CDP GP, INC.

ARTICLE I

OFFICES

Section 1.Offices.  The principal offices of the Corporation shall be located in the State of Delaware and the County of New Castle.  The Corporation may also have offices at such other places both within and without the State of Delaware as the Board of Directors may from time to time determine or the business of the Corporation may require.

Section 2.Registered Office.  The registered office of the Corporation shall be maintained in the City of Wilmington, State of Delaware.

ARTICLE II

MEETING OF STOCKHOLDERS

Section 1.Annual Meeting.  The annual meeting of stockholders shall be held on the first Monday in May or, if it is a legal holiday, then on the next business day following, at 10:00 a.m.  Such meeting may be held within or without the State of Delaware.  At such meeting the stockholders shall elect by a plurality vote a Board of Directors, and transact such other business as may properly be brought before the meeting.  If the election of directors shall not be held on the day designated herein for an annual meeting, or any adjournment thereof, the Board of Directors shall cause the election to be held at a meeting of the stockholders as soon thereafter as may be convenient.

Section 2.Special Meetings.  Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute or by the certificate of incorporation, may be called by the President and shall be called by the President or Secretary at the request in writing of a majority of the Board of Directors or at the request in writing of stockholders owning a majority in amount of the entire capital stock of the Corporation issued and outstanding and entitled to vote.  Such request shall state the purpose or purposes of the proposed meeting.  Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.

Section 3.Notice.  Written notice of the annual or special meeting shall be given to each stockholder entitled to vote thereat, in person or by mailing to him at his last known address, not less than 10 nor more than 60 days before the date of meeting, unless such notice is waived in writing by each stockholder entitled thereto.  In the case of a special meeting, the purpose or purposes for which the meeting is called must be stated in the notice.

Section 4.Stockholder List.  The officer who has charge of the stock ledger of the Corporation shall prepare and make, at least 10 days before every meeting of the stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and

showing the address of each stockholder and the number of shares registered in the name of each stockholder.  Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least 10 days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held.  The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

Upon the wilful neglect or refusal of the directors to produce such a list at any meeting for the election of directors, they shall be ineligible for election to any office at such meeting.

The stock ledger shall be the only evidence as to who are the stockholders entitled to examine the stock ledger, the list required by this section or the books of the corporation, or to vote in person or by proxy at any meeting of the stockholders.

Section 5.Quorum.  The holders of 50% of the capital stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the certificate of incorporation.  If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have the power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be presented or represented, at which time any business may be transacted which might have been transacted at the meeting as originally notified.  When a quorum is present at any meeting, the vote of the holders of a majority of the stock having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which by express provision of statute or the certificate of incorporation, a different vote is required, in which case such express provision shall govern and control the decision of such question.

Section 6.Voting.  Unless otherwise provided in the certificate of incorporation, each stockholder shall at every meeting of the stockholders be entitled to one vote in person or by proxy for each share of the capital stock having voting power held by such stockholder, but no proxy shall be voted after three years from its date, unless the proxy provides for a longer period.

Section 7.Written Consent.  Whenever the vote of stockholders at a meeting thereof is required or permitted to be taken, such meeting and vote of stockholders may be dispensed with if a majority of the stockholders who would have been entitled to vote upon the action if such meeting were held shall consent in writing to such corporate action being taken.

ARTICLE III

DIRECTORS

Section 1.Number.  The minimum number of directors which shall constitute the whole Board of Directors shall be one.  The number of directors to constitute the Board of Directors shall be decided and the directors shall be elected at the annual or special meeting of the

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stockholders (except as provided in Section 2 of this Article), and each director elected shall hold office until his successor is elected and qualified.  Directors need not be stockholders.

Section 2.Vacancies.  Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, though less than a quorum, or by a sole remaining director, and the directors so chosen shall hold office until the next annual election and until their successors are duly elected and shall qualify, unless sooner displaced.

Section 3.Duties of Directors.  The business of the Corporation shall be managed by or under the direction of its Board of Directors which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the certificate of incorporation or by these by-laws directed or required to be exercised or done by the stockholders.

Section 4.Meetings.  The Board of Directors of the Corporation may hold meetings, both regular and special, either within or without the State of Delaware.

Section 5.Regular Meetings.  A regular meeting of the Board of Directors shall be held immediately following the annual meeting of the stockholders.  In the event such meeting is not held immediately following the annual meeting of the stockholders, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the Board of Directors, or as shall be specified in a written waiver signed by all of the directors.

Section 6.Special Meetings.  Special meetings of the board may be called by the President with notice to each of the directors as provided in Section 7 of this Article; special meetings shall be called by the President or Secretary in like manner and on like notice on the written request of one-third of the directors.

Section 7.Notice.  Regular meetings of the Board of Directors may be held without notice at such time and at such place as shall from time to time be determined by the Board.  Notice of meetings other than regular meetings shall be given to each director, in person or by mail or by telegram, at his last known address not less than 10 nor more than 60 days prior to the date designated therein for such meetings including the date of mailing, unless said notice is waived in writing by each director.  Said notice shall be written, specifying the time and place of such meeting.

Section 8.Quorum.  At all meetings of the Board, a majority of the directors shall constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as may be otherwise specifically provided by statute, the certificate of incorporation or these by-laws.  If a quorum shall not be present at any meeting of the Board of Directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

Section 9.Voting.  At all meetings of the Board of Directors, each director is to have one vote.

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Section 10.Unanimous Consent.  Unless otherwise restricted by the certificate of incorporation or these by-laws, any action required or permitted to be taken at any meeting of the Board of Directors, or any committee thereof, may be taken without a meeting if all members of the board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of the proceedings of the board or committee.

Section 11.Committees of Directors.  The Board of Directors may, by resolution passed by a majority of the whole board, designate one or more committees, each committee to consist of one or more of the directors of the Corporation, which, to the extent provided in the resolution and not otherwise restricted by statute, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, including the power and authority to declare dividends, and may authorize the seal of the Corporation, if any, to be affixed to all papers which may require it. Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors when required.

Section 12.Compensation of Directors.  Unless otherwise restricted by statute or the certificate of incorporation, the Board of Directors shall have the authority to fix the compensation of directors.  The directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as director.  No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.  Members of special or standing committees may be allowed like compensation for attending committee meetings.

ARTICLE IV

OFFICERS

Section 1.Number.  The officers of the Corporation shall be elected by the Board of Directors and shall be a President, a Vice-President, a Secretary and a Treasurer.  The Board of Directors may also elect more than one Vice President and one or more Assistant Secretaries and Assistant Treasurers.  Any number of offices may be held by the same person.  The Board of Directors may appoint such other officers and agents as it shall deem necessary, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the board.

Section 2.Election.  The Board of Directors shall elect officers annually at its first meeting after each annual meeting of stockholders.

Section 3.Compensation.  The compensation of all officers of the Corporation shall be fixed by the Board of Directors.

Section 4.Term.  The officers of the Corporation shall hold office until their successors are elected and qualify.  Any officer elected by the Board of Directors may be removed at any time by the affirmative vote of a majority of the Board of Directors.  Any vacancy occurring in any office of the Corporation shall be filled by the Board of Directors.

Section 5.Duties of Officers.  The duties and powers of the officers shall be as follows:

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President

The President shall be the chief executive officer of the Corporation and shall be responsible for formulating general policies and programs for the Corporation for submission to the Board of Directors and for carrying out the programs and policies approved by the Board of Directors.  He shall be responsible for the administration and operation of the business and affairs of the Corporation.  The President shall cause to be called regular and special meetings of the Stockholders and Board of Directors in accordance with these by-Laws and he shall preside at all such meetings.  He shall have the power to sign and deliver on behalf of the Corporation all documents and agreements.  The President shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

Vice-President

The Vice-President, if there shall be one, or if there shall be more than one, the Vice-Presidents in the order determined by the Board of Directors (or if there be no such determination, then in the order of their election), shall, in the absence or disability of the President, perform the duties and exercise all the powers of the President, and be subject to all the restrictions upon the President.  The Vice-Presidents shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

Secretary

The Secretary shall attend all meetings of the Board of Directors and all meetings of the stockholders and record all the proceedings of the meetings of the Corporation and of the Board of Directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required.  He shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the Board of Directors, and shall perform such other duties and have such other powers as the Board of Directors or the President may from time to time prescribe.  He shall have custody of the corporate seal of the Corporation, if any, and he, or an Assistant Secretary, shall have authority to affix the same to any instrument requiring it and, when so affixed, it may be attested by his signature or by the signature of such Assistant Secretary.  The Board of Directors may give general authority to any other officer to affix the seal of the Corporation and to attest the affixing by his signature.

Assistant Secretary

The Assistant Secretary, or if there be more than one the Assistant Secretaries in the order determined by the Board of Directors (or if there be no such determination, then in the order of their election), shall, in the absence or disability of the Secretary, perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

Treasurer

The Treasurer shall have custody of the Corporation’s funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation

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and shall deposit all monies and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors.

He shall disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the President and the Board of Directors at its regular meetings, or when the Board of Directors so requires, an account of all his transactions as Treasurer and the financial condition of the Corporation.

If required by the Board of Directors, he shall give the Corporation and maintain a bond in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of his office and for the restoration to the Corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the Corporation.

Assistant Treasurer

The Assistant Treasurer, or if there shall be more than one, the Assistant Treasurers in the order determined by the Board of Directors (or if there shall be no such determination, then in the order of their election), shall, in the absence or disability of the Treasurer, perform the duties and exercise the powers of the Treasurer and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

ARTICLE V

STOCK CERTIFICATES

Section 1.Description.  Every holder of stock in the Corporation shall be entitled to have a certificate, signed by, or in the name of the Corporation by, the President or a Vice President, and countersigned by the Treasurer or Assistant Treasurer, Secretary or Assistant Secretary of the Corporation, certifying the number of shares owned by him in the Corporation, and sealed with the seal of the Corporation, if any.  If the Corporation shall be authorized to issue more than one class of stock, or more than one series of any class, the designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of the certificate which the Corporation shall issue to represent such class of stock; provided, however, that except as otherwise provided in Section 202 of the General Corporation Law of Delaware, in lieu of the foregoing requirements, there may be set forth on the face or back of the certificate which the Corporation shall issue to represent such class or series of stock, a statement that the Corporation will furnish without charge to each stockholder who so requests, the designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.

Section 2.Facsimile of Signature.  The signature of any officer on a stock certificate may be by facsimile.  In case any ‘officer’ or officers who have signed, or whose facsimile signature or signatures have been used on any such certificate or certificates, shall cease to be such

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officer or officers of the Corporation, whether because of death, resignation or otherwise, before such certificate or certificates are issued, such certificate or certificates may nevertheless be adopted by the Corporation and be issued and delivered as though the person or persons who signed such certificate or certificates or whose facsimile signature or signatures have been used thereon had not ceased to be such officer or officers of the Corporation.

Section 3.Transfer of Stock.  The stock of the Corporation, irrespective of class, shall be assignable and transferable on the books of the Corporation only by the person in whose name it appears on said books, or his legal representatives.  In case of transfer by attorney, the power of attorney, duly executed and acknowledged, shall be deposited with the Secretary.  In all cases of transfer, the former certificate must be surrendered up and cancelled before a new certificate is issued; however, in the event of loss, mutilation or destruction of a certificate, a duplicate certificate may be issued upon such terms as the Board of Directors shall prescribe.  Upon surrender to the Corporation or the transfer agent of the Corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignation or authority to transfer, it shall be the duty of the Corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books, subject, however, to any restrictions or limitations on the transfer thereof which may be set forth in the certificate of incorporation or referred to on the certificate so surrendered or which may be imposed by law or by any agreement to which the holder of such shares is subject.

Section 4.Registered Stockholders.  The Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote or take other action as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.

ARTICLE VI

GENERAL PROVISIONS

Section 1.Dividends.  Dividends upon the capital stock of the Corporation, subject to the provisions of the certificate of incorporation, if any, may be declared by the Board of Directors at any regular or special meeting, pursuant to law.  Dividends may be paid in cash, in property, or in shares of capital stock of the Corporation, subject to the provisions of the certificate of incorporation.  Before payment of any dividend, there may be set aside out of any funds of the Corporation available for dividends such sum as the directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for such other purpose as the directors shall think conducive to the interests of the Corporation, and the directors may modify or abolish any such reserve in the manner in which it was created.

Section 2.Statements and Reports.  The Board of Directors shall present at each annual meeting, and at any special meeting of the stockholders when called for by vote of the stockholders, a full and clear statement of the business and condition of the Corporation.

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Section 3.Checks and Notes.  All checks or demands for money and notes of the Corporation shall be signed by such officer or officers or such other persons as the Board of Directors may from time to time designate.

ARTICLE VII

FISCAL YEAR

The fiscal year of the Corporation shall end on December 31 of each year, unless otherwise determined by the Board of Directors.

ARTICLE VIII

INDEMNIFICATION

Section 1.General.  The Corporation shall indemnify, and advance Expenses (as hereinafter defined) to, Indemnitee (as hereinafter defined) as provided in this Article and to the fullest extent permitted by applicable law.

Section 2.Proceedings Other Than Proceedings by or in the Right of the Corporation.  Indemnitee shall be entitled to the rights of indemnification provided in this Section 2 if, by reason of his Corporate Status (as hereinafter defined), he is, or is threatened to be made, a party to any threatened, pending, or completed Proceeding (as hereinafter defined), other than a Proceeding by or in the right of the Corporation.  Pursuant to this Section 2, Indemnitee shall be indemnified against Expenses, judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by him or on his behalf in connection with such Proceeding or any claim, issue or matter therein, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal Proceeding, had no reasonable cause to believe his conduct was unlawful.

Section 3.Proceedings by or in the Right of the Corporation.  Indemnitee shall be entitled to the rights of indemnification provided in this Section 3 if, by reason or his Corporate Status, he is, or is threatened to be made, a party to any threatened, pending or completed Proceeding brought by or in the right of the Corporation to procure a judgment in its favor.  Pursuant to this Section, Indemnitee shall be indemnified against Expenses actually and reasonably incurred by him or on his behalf in connection with such Proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation.  Notwithstanding the foregoing, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been adjudged to be liable to the Corporation if applicable law prohibits such indemnification; provided, however, that, if applicable law so permits, indemnification against Expenses shall nevertheless be made by the Corporation in such event if and only to the extent that the Court of Chancery of the State of Delaware, or the court in which such Proceeding shall have been brought or is pending, shall determine.

Section 4.Indemnification for Expenses of a Party Who_ is Wholly or Partly Successful.  Notwithstanding any other provision of this Article, to the extent that Indemnitee is,

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by reason of his Corporate Status, a party to and is successful, on the merits or otherwise, in any Proceeding, he shall be indemnified against all Expenses actually and reasonably incurred by him or on his behalf in connection therewith.  If Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Corporation shall indemnify Indemnitee against all Expenses actually and reasonably incurred by him or on his behalf in connection with each successfully resolved claim, issue or matter.  For purposes of this Section and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter.

Section 5.Indemnification for Expenses of a Witness.  Notwithstanding any other provision of this Article, to the extent that Indemnitee is, by reason of his Corporate Status, a witness in any Proceeding, he shall be indemnified against all Expenses actually and reasonably incurred by him or on his behalf in connection therewith.

Section 6.Advancement of Expenses.  The Corporation shall advance all reasonable Expenses incurred by or on behalf of Indemnitee in connection with any Proceeding within 20 days after the receipt by the Corporation of a statement or statements from Indemnitee requesting such advance or advances from time to time, whether prior to or after final disposition of such Proceeding.  Such statement or statements shall reasonably evidence the Expenses incurred by Indemnitee and shall include or be preceded or accompanied by an undertaking by or on behalf of Indemnitee to repay any Expenses advanced if it shall ultimately be determined that Indemnitee is not entitled to be indemnified against such Expenses.

Section 7.Procedure for Determination of Entitlement to Indemnification,

(a)To obtain indemnification under this Article, Indemnitee shall submit to the Corporation a written request, including therein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification.  The Secretary of the Corporation shall, promptly upon receipt of such a request for indemnification, advise the Board of Directors in writing that Indemnitee has requested indemnification.

(b)Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 7(a) hereof, a determination, if required by applicable law, with respect to Indemnitee’s entitlement thereto shall be made in the specific case:  (i) if a Change in Control (as hereinafter defined) shall have occurred by Independent Counsel (as hereinafter defined) (unless Indemnitee shall request that such determination be made by the Board of Directors or the stockholders, in which case by the person or persons or in the manner provided for in clauses (ii) or (iii) of this Section 7(b)) in a written opinion to the Board of Directors, a copy of which shall be delivered to Indemnitee; (ii) if a Change in Control shall not have occurred, (A) by the Board of Directors by a majority vote of a quorum consisting of Disinterested Directors or, if such a quorum is not obtainable or, even if obtainable, such quorum of Disinterested Directors so directs, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to Indemnitee or (C) by the stockholders of the Company; or (iii) as provided in Section 8(b) of this Article; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within 10 days after such determination.

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Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination.  Any costs or expenses (including attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Corporation (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Corporation hereby indemnifies and agrees to hold Indemnitee harmless therefrom.

(c)In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 7(b) of this Article, the Independent Counsel shall be selected as provided in this Section 7(c).  If a Change in Control shall not have occurred, the Independent Counsel shall be selected by the Board of Directors, and the Corporation shall give written notice to Indemnitee advising him of the identity of the Independent Counsel, so selected.  If a Change in Control shall have occurred, the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board of Directors, in which event the preceding sentence shall apply), and Indemnitee shall give written notice to the Corporation advising it of the identity of the Independent Counsel so selected.  In either event, Indemnitee or the Corporation, as the case may be, may, within 7 days after such written notice of selection shall have been given, deliver to the Corporation or to Indemnitee, as the case may be, a written objection to such selection.  Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 13 of this Article, and the objection shall set forth with particularity the factual basis of such assertion.  If such written objection is made, the Independent Counsel so selected may not serve as Independent Counsel unless and until a court has determined that such objection is without merit.  If, (within 20 days after submission by Indemnitee of a written request for indemnification pursuant to Section 7(a) hereof, no Independent Counsel shall have been selected and not objected to either the Corporation or Indemnitee may petition the Court of Chancery of the State of Delaware or other court of competent jurisdiction for resolution of any objection which shall have been made by the Corporation or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the Court or by such other person as the Court shall designate, and the person with respect to whom an objection is so resolved or the person so appointed shall act as Independent Counsel under Section 7(b) hereof. The Corporation shall pay any and all reasonable fees and expenses of Independent Counsel incurred by such Independent Counsel in connection with acting pursuant to Section 7(b) hereof, and the Corporation shall pay all reasonable fees and expenses incident to the procedures of this Section 7(c), regardless of the manner in which such Independent Counsel was selected or appointed.  Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 9(a)(iii) of this Article, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

Section 8.Presumptions and Effect of Certain Proceedings.

(a)If a Change in Control shall have occurred, in making a determination with respect to entitlement to indemnification hereunder, the person, persons or entity making such

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determination shall presume that Indemnitee is entitled to indemnification under this Article if Indemnitee has submitted a request for indemnification in accordance with Section 7(a) of this Article, and the Corporation shall have the burden of proof to overcome that presumption in connection with the making by any person, persons or entity of any determination contrary to that presumption.

(b)If the person, persons or entity empowered or selected under Section 7 of this Article to determine whether Indemnitee is entitled to indemnification shall not have made such determination within 60 days after receipt by the Corporation of the request therefor, the requisite determination of entitlement to indemnification shall be deemed to have been made and Indemnitee shall be entitled to such indemnification, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law; provided, however, that such 60-day period may be extended for a reasonable time, not to exceed an additional 30 days, if the person, persons or entity making the determination with respect to entitlement to indemnification in good faith requires such additional time for the obtaining or evaluation of documentation and/or information relating thereto; and provided, further, that the foregoing provisions of this Section 8(b) shall not apply (i) if the determination of entitlement to indemnification is to be made by the stockholders pursuant to Section 7(b) of this Article and if (A) within 15 days after receipt by the Corporation of the request for such determination the Board of Directors has resolved to submit such determination to the stockholders for their consideration at an annual meeting thereof to be held within 75 days after such receipt and such determination is made thereat, or (B) a special meeting of stockholders is called within 15 days after such receipt for the purpose of making such determination, such meeting is held for such purpose within 60 days after having been so called and such determination is made thereat, or (ii) if the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 7(b) of this Article.

(c)The termination of any Proceeding or of any claim, issue or matter therein by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Article) of itself adversely affect the right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and in a manner in which he reasonably believed to be in or not opposed to the best interests of the Corporation or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that his conduct was unlawful.

Section 9.Remedies of Indemnitee.

(a)In the event that (i) a determination is made pursuant to Section 7 of this Article that Indemnitee is not entitled to indemnification under this Article, (ii) advancement of Expenses is not timely made pursuant to Section 6 of this Article, (iii) the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 7(b) of this Article and such determination shall not have been made and delivered in a written opinion within 90 days after receipt by the Corporation of the request for indemnification, (iv) payment of indemnification is not made pursuant to Section 5 of this Article within 10 days after receipt by the Corporation of a written request therefor, or (v) payment of indemnification Is not made within 10 days after a determination has been made that Indemnitee is entitled to indemnification or such determination

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is deemed to have been made pursuant to Section 8 of this Article, Indemnitee shall be entitled to an adjudication in an appropriate court of the State of Delaware, or in any other court of competent jurisdiction, of his entitlement to such indemnification or advancement of Expenses. Alternatively, Indemnitee, at his option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the rules of the American Arbitration Association.  Indemnitee shall commence such proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 9(a).  The Corporation shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.

(b)In the event that a determination shall have been made pursuant to Section 7 of this Article that Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 9 shall be conducted in all respects as a dg novo trial, or arbitration, on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination.  If a Change in Control shall have occurred, in any judicial proceeding or arbitration commenced pursuant to this Section 9 the Corporation shall have the burden of proving that Indemnitee is not entitled to indemnification or advancement of Expenses, as the case may be.

(c)If a determination shall have been made or deemed to have been made pursuant to Section 7 or 8 of this Article that Indemnitee is entitled to indemnification, the Corporation shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 9, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, or (ii) a prohibition of such indemnification under applicable law.

(d)The Corporation shall be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 9 that the procedure and presumptions of this Article are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that the Company is bound by all the provisions of this Article.

(e)In the event that Indemnitee, pursuant to this Section 9, seeks a judicial adjudication of or an award in arbitration to enforce his rights under or to recover damages for breach of, this Article, Indemnitee shall be entitled to recover from the Corporation, and shall be indemnified by the Corporation against, any and all expenses (of the types described in the definition of Expenses in Section 13 of this Article) actually and reasonably incurred by him in such judicial adjudication or arbitration, but only if he prevails therein. If it shall be determined in said judicial adjudication or arbitration that Indemnitee is entitled to receive part but not all of the indemnification or advancement of expenses sought, the expenses incurred by Indemnitee in connection with such judicial adjudication or arbitration shall be appropriately prorated.

Section 10.Non-Exclusivity; Survival of Rights; Insurance; Subrogation.

(a)The rights of indemnification and to receive advancement of Expenses as provided by this Article shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, the certificate of incorporation, the By-Laws, any agreement, a vote of stockholders or a resolution of directors or otherwise.  No amendment, alteration or repeal of this Article or of any provision hereof shall be effective as to any Indemnitee with respect to

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any action taken or omitted by such Indemnitee in his Corporate Status prior to such amendment, alteration or repeal.  The provisions of this Article shall continue as to an Indemnitee whose Corporate Status has ceased and shall inure to the benefit of his heirs, executors and administrators.

(b)To the extent that the Corporation maintains an insurance policy or policies providing liability insurance for directors, officers, employees, agents or fiduciaries of the Corporation or of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise which such person serves at the request of the Corporation, Indemnitee shall be covered by such policy or policies in accordance with its or their terms to the maximum extent of the coverage available for any such director, officer, employee or agent under such policy or policies.

(c)In the event of any payment under this Article, the Corporation shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Corporation to bring suit to enforce such rights.

(d)The Corporation shall not be liable under this Article to make any payment of amounts otherwise indemnifiable hereunder if and to the extent that Indemnitee has otherwise actually received such payment under any insurance policy, contract, agreement or otherwise.

Section 11.Severability.  If any provision or provisions of this Article shall be held to be invalid, illegal or unenforceable for any reason whatsoever:  (a) the validity, legality and enforceability of the remaining provisions of this Article (including without limitation, each portion of any Section of this Article containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby; and (b) to the fullest extent possible, the provisions of this Article (including, without limitation, each portion of any Section of this Article containing any such provision held to be invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested by the provision held invalid, illegal or unenforceable.

Section 12.Certain Persons Not Entitled to Indemnification or Advancement of Expenses.  Notwithstanding any other provision of this Article, no person shall be entitled to indemnification or advancement of Expenses under this Article with respect to any Proceeding, or any claim therein, brought or made by him against the Company.

Section 13.Definitions.  For purposes of this Article:

(a)“Change in Control” means a change in control of the Corporation of a nature that would be required to be reported in response to Item 5(f) of Schedule 14A of Regulation 14A (or in response to any similar item on any similar schedule or form) promulgated under the Securities Exchange Act of 1934 (the “Act”), whether or not the Corporation is then subject to such reporting requirement; provided, however, that, without limitation, such a Change in Control shall be deemed to have occurred if (i) any “person” (as such term is used in Sections 13(d) and 14(d) of the Act) is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Act), directly or indirectly, of securities of the Corporation representing 25% or more of the combined voting power of the Corporation’s then outstanding securities without the prior approval of at least two-thirds of

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the members of the Board of Directors in office immediately prior to such person attaining such percentage interest; (ii) the Corporation is a party to a merger, consolidation, sale of assets or other reorganization, or a proxy contest, as a consequence of which members of the Board of Directors in office immediately prior to such transaction or event constitute less than a majority of the Board of Directors thereafter; or (iii) during any period of two consecutive years, individuals who at the beginning of such period constituted the Board of Directors (including for this purpose any new director whose election or nomination for election by the Corporation’s stockholders was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of such period) cease for any reason to constitute at least a majority of the Board of Directors.

(b)“Corporate Status” describes the status of a person who is or was a director, officer, employee, agent or fiduciary of the Corporation or of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise which such person is or was serving at the request of the Corporation.

(c)“Disinterested Director” means a director of the Corporation who is not and was not a party to the Proceeding in respect of which indemnification is sought by Indemnitee.

(d)“Expenses” shall include all reasonable attorneys’ fees, retainers, court costs, transcript costs, costs, printing and binding costs, telephone charges, postage, delivery service fees, and all other disbursements or expenses of the types customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, or being or preparing to be a witness in a Proceeding.

(e)“Indemnitee” includes any person who is, or is threatened to be made, a witness in or a party to any Proceeding as described in Sections 2, 3, 4 or 5 of this Article by reason of his Corporate Status.

(f)“Independent Counsel” means a law film, o a member of a law firm, that is experienced in matters of corporation law and neither presently is, nor in the past five years has been, retained to represent:  (i) the Corporation or Indemnitee in any matter material to either such party, or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder.  Notwithstanding the foregoing, the term “Independent Counsel” shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Corporation or Indemnitee in an action to determine Indemnitee’s rights under this Article.

(g)“Proceeding” includes any action, suit, arbitration, alternate dispute resolution mechanism, investigation, administrative hearing or any other proceeding whether civil, criminal, administrative or investigative, except one initiated by an Indemnitee pursuant to Section 9 of this Article to enforce his rights under this Article.

Section 14.Notices.  Any notice, request or other required or permitted to be given to the Corporation wider this Article shall be in writing and either delivered in person or sent by telex, telegram or certified or registered mail, postage prepaid, return receipt requested, to the Secretary of the Corporation and shall be effective only upon receipt.

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Section 15.Miscellaneous.  Use of the masculine shall be deemed to include usage of the feminine pronoun where appropriate.

ARTICLE IX

AMENDMENTS

These by-laws may be altered, amended or repealed, or new by-laws may be adopted, at any regular meeting of the stockholders or the Board of Directors or at any special meeting of the stockholders or the Board of Directors if notice of such alteration, amendment, repeal, or adoption of new by-laws is contained in the notice of such special meeting.

ARTICLE X

NOTICE

Section 1.Notice.  Whenever, under the provisions of the statutes or of the certificate of incorporation or these by-laws, notice is required to be given to any director or stockholder, it shall not be construed to require personal notice, but such notice may also be given in writing, by first class United States mail, postage prepaid, or by prepaid telegram and mail, addressed to such director or stockholder at his address as it appears on the records of the Corporation, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail or, in the case of telegrams, when transmitted.

Section 2.Waiver of Notice.  Whenever any notice is required to be given under the provisions of the statutes or of the certificate of incorporation or these by-laws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

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EX-3.22

Exhibit 3.22

CERTIFICATE OF LIMITED PARTNERSHIP

OF

CDP INVESTORS, L.P.

This Certificate (the “Certificate) of Limited Partnership of CDP Investors, L.P., a Delaware limited partnership (the ‘Partnership”), is being executed on May 8, 1997.

It is, therefore, certified as follows:

1.Name.  The name of the Partnership is:

CDP Investors, L.P.

2.Registered Office and Registered Agent.  The registered office of the Partnership in the State of Delaware is located at 1013 Centre Road, Wilmington, New Castle County, Delaware 19805-1297.  The name of the registered agent of the Partnership for Service of Process at such address is The Prentice-Hall Corporation System, Inc.

3.Name and Address of General Partner.  The name and address of the General Partner of the Partnership is as follows:

CDP GP, Inc.

200 West Madison Street

38th Floor

Chicago, Illinois 80808

4.Certificate.  This Certificate has been duly executed and filed in accordance with the provisions of Section 17-201 of the Delaware Revised Uniform Limited Partnership Act.

IN WITNESS WHEREOF, the undersigned has duly executed this Certificate as of the day and year first above written.

CDP GP, Inc., a Delaware corporation
By:	/s/ Glen Miller
	Its:	VP

CERTIFICATE OF AMENDMENT

TO

CERTIFICATE OF LIMITED PARTNERSHIP

OF

CDP INVESTORS, L.P.

It is hereby certified that:

FIRST: The name of the limited partnership (hereinafter called the “partnership”) is

CDP INVESTORS, L.P.

SECOND: Pursuant to provisions of Section 17-202, Title 6, Delaware Code, the Certificate of Limited Partnership is amended as follows:

“3.Name and Address of General Partner.  The name and address of the General Partner of the Partnership is as follows:

CDP GP, Inc.

200 West Madison Street

Suite 2500

Chicago, Illinois 60606

The undersigned, a general partner of the partnership, executed this Certificate of Amendment on the 13th day of June, 2000.

CDP GP, INC., a Delaware corporation, the general partner
By:	/s/ Glen Miller
	Glen Miller
Its:	Vice President

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CERTIFICATE OF AMENDMENT

TO

CERTIFICATE OF LIMITED PARTNERSHIP

OF

CDP INVESTORS, L.P.

It is hereby certified that:

FIRST:The name of the limited partnership (hereinafter called the “Partnership”) is

CDP INVESTORS, L.P.

SECOND:Pursuant to provisions of Section 17-202, Title 6, Delaware Code, the Certificate of Limited Partnership is amended as follows:

“3.Name and Address of General Partner.  The name and address of the General Partner of the Partnership is as follows:

CDP GP, INC.

71 South Wacker Drive, 12th Floor

Chicago, Illinois 60606

The undersigned, a general partner of the Partnership, executed this Certificate of Amendment on the 1st day of March, 2005.

CDP GP, INC.
By:	/s/ Kirk Rose
	Kirk Rose
	Vice President, Treasurer

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EX-3.23

Exhibit 3.23

AGREEMENT OF LIMITED PARTNERSHIP

OF

CDP INVESTORS, L.P.

AGREEMENT OF LIMITED PARTNERSHIP

OF

CDP INVESTORS, L.P.

Table of Contents

			Page
1.	Name		1
2.	Purpose: Term		1
3.	Organization of Partnership		1
4.	Title to Property: Intended Operations		1
5.	Principal Place of Business: Registered Office and Agent		1
6.	Fiscal Year		2
7.	Books and Records		2
8.	Periodic Accounting		2
9.	Capital Contributions		2
	9.1	Initial Contributions	2
	9.2	Additional Funds	2
	9.3	No Third Party Beneficiary	3
10.	Capital Accounts		3
11.	Allocations of Profits. Losses. Deductions and Credits		3
	11.1	Allocations of Profits, Losses, Deductions and Credits	3
	11.2	Special Allocations	4
	11.3	Curative Allocations	5
	11.4	Tax Allocations	5
	11.5	Definitions	6
12.	Expenses		7
13.	Distributions of Available Cash		7
14.	Management Duties and Restrictions		7
15.	Fiscal Matters		7
16.	Limitation on Limited Partner Liabilities		7
17.	Prohibition Against Transfer		7

18.	Default by a Partner		8
	18.1	Events of Default	8
	18.2	Withdrawal; Remedies Upon Default	8
19.	Certain Occurrences Respect in Limited Partners		9
20.	Dissolution		9
21.	Liquidation		9
22.	Services		9
23.	Interpretation		9
24.	Law		10
25.	Miscellaneous and Administrative Provisions		10
	25.1	Notices	10
	25.2	Further Assurances	10
	25.3	Headings	10
	25.4	Parties Bound	10
	25.5	Gender	10
	25.6	Entire Agreement	10
	25.7	Amendment	10

AGREEMENT OF LIMITED PARTNERSHIP
OF
CDP INVESTORS, L.P.

THIS AGREEMENT OF LIMITED PARTNERSHIP is made and entered into as of the 8th day of May 1997 by and among CDP GP, INC., a Delaware corporation (the “General Partner”), and the person whose name is subscribed to a counterpart hereof as a limited partner (the “Limited”.

W I T N E S E T H:

WHEREAS, the parties hereto desire to organize a Delaware limited partnership (the “Partnership”) under and pursuant to the Revised Uniform Limited Partnership Act of the state of Delaware (the “Act”);

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, and for other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

1.Name. The name of the Partnership shall be “CDP INVESTORS, L.P.” and appropriate certificates and trade name affidavits shall be filed and recorded as shall constitute compliance with all requirements of formation under the Act and such other states or political subdivisions in which the Partnership elects to do business and as may be necessary to secure said name for the sole and exclusive use of the Partnership.

2.Purpose: Term. The purpose of the Partnership shall be to engage in any one or more enterprises, ventures, undertakings and businesses permissible under applicable laws, including the making, protecting, enhancing and otherwise dealing with investments of whatever nature in property, whether real or personal, including but not limited to investments in common and preferred stock, puts and calls, convertible bonds, bonds, debentures, commodities and interests in existing businesses, and to do all other things proper and necessary to effect such purposes. The term of the Partnership shall commence on the date a Certificate of Limited Partnership is filed with the Secretary of State of the State of Delaware and shall continue until December 31, 2047, unless earlier dissolved as provided herein.

3.Organization of Partnership. The Partners do hereby agree to and do hereby form the Partnership as a limited partnership under and pursuant to the provisions of the Act for the purposes and upon the terms and conditions herein set forth. The Partners agree to be, and by these presents hereby are, governed by and subject to the provisions of the Act.

4.Title to Property: Intended Operations. Title to all real and personal property owned by the Partnership (referred to in this Agreement as the “Property”) shall be held in the Partnership name. No Partner shall have any direct interest in the Property; each Partner’s interest in the Partnership shall be personal property.

5.Principal Place of Business: Registered Office and Agent. The principal place of business of the Partnership shall be located at 200 West Madison, 38th Floor, Chicago, Illinois

60606, or such other place or places within and/or outside the state of Illinois as the Partners shall hereafter determine and agree. The registered office of the Partnership in the state of Delaware shall be located at 1013 Centre Road, Wilmington, Delaware 19805-1297 or such other place as may from time to time be designated by the General Partner. The registered agent of the Partnership for service of process at the registered office of the Partnership shall be The Prentice-Hall Corporation System, Inc. or such other agent as may from time to time be designated by the General Partner.

6.Fiscal Year. The Partnership fiscal year shall commence on January 1 and terminate on December 31 each year, except the first fiscal year shall commence on the date hereof and the final fiscal year shall terminate concurrently with the termination of the Partnership. All accounting, auditing, and financial statements shall be prepared to support the Partnership fiscal year.

7.Books and Records. The Partnership shall maintain proper and true books of accounts, wherein shall be entered particulars of all monies, goods or effect a belonging to or owing to or by the Partnership, or paid, received, sold or purchased in the course of the Partnership’s business, and all of such other transactions, matters and things relating to the business of the Partnership as are usually entered in books of account kept by persons engaged in a business of a like kind and character. The Partnership shall prepare all necessary ledgers, accounts, financial statement and balance sheets to coincide with the Partnership’s fiscal year. All books of account shall be maintained at the offices of the Partnership and shall be open for inspection by any Partner at any reasonable time.

8.Periodic Accounting. The Partnership shall have its books of account and accounting records maintained on an annual, unaudited tax accounting basis. The accounts shall readily disclose items which the Partners take into account separately for income tax purposes. As to matters of accounting not provided for in this Agreement, reports of the Partnership shall be consistent with the books and records of the Partnership.

9.Capital Contributions.

9.1Initial Contributions. As their initial contribution to the Partnership, the Partners shall contribute to the capital of the Partnership the aggregate amount of $1,000,000, pro rata in accordance with their Contribution Ratios, as set forth on Schedule 1 attached hereto.

9.2Additional Funds. If the General Partner determines that the Partnership requires funds for any proper Partnership purpose in excess of any other funds reasonably anticipated to be available to the Partnership (by way of Section 9.1 hereof, borrowings or otherwise), then the General Partner shall, by delivery of notice (the “Additional Funds Request”) to the Limited Partners, notify the Limited Partners of the amount so requested, the date on which such funding shall be requested (the “Due Date”), which date shall not be less than three (3) business days after delivery of the Additional Funds Request, a statement of the purpose for which such funds are requested and instructions for transfer or remittance of such funds to the Partnership. Following receipt of an Additional Funds Request incompliance with the requirements of this Section 9.2, the Partners shall have the right but not the obligation to contribute to the Partnership on the Due Date the amount set forth in the Additional Funds Request pro rata in accordance with

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their respective Contribution Ratios.  By issuance of the Additional Funds Request, the General Partner agrees to contribute to the Partnership its pro rata share of the amount set forth in the Additional Funds Request. If some but not all of the Partners make a Capital Contribution of their shares of the requested capital, such amounts shall be deemed to be loans to the Partnership which shall be returned to the Partners as soon as practicable but no later than 30 days after the Due Date, with interest thereon at ten percent (10%) per annum.

9.3No Third Party Beneficiary. No Limited Partner shall be obligated to make any contributions to the capital of the Partnership other than as expressly set forth herein. No creditor or other third party having dealings with the Partnership shall have the right to enforce the right or obligation of any Partner to make Capital Contributions, or in the case of the General Partner the right to request Capital Contributions from the Partners, or loans to the Partnership or to pursue any other right or obligation of any Partner to make Capital Contributions or loans to the Partnership or to pursue any other right or remedy hereunder or at law or in equity, it being understood and agreed that the provisions of this Agreement shall be solely for the benefit of, and may be enforced solely by, the parties hereto and their respective successors and assigns.

10.Capital Accounts. A capital account shall be established and be maintained for each Partner in accordance with Section 704(b) of the Code and Treasury Regulation Section 1.704-l(b)(2)(iv), as amended. No interest shall be paid on the capital of the Partnership or on any subsequent contributions of capital. For Purposes hereof, “Adjusted Capital Account” means, with respect to any Partner, such Partner’s capital account as of the end of the taxable year or other applicable fiscal period, after giving effect to the following adjustments: (i) credit to such capital account any amount which the Partner is obligated to restore under Section 1.704-l(b)(2)(ii)(c) of the Treasury Regulations, as well as any addition thereto pursuant to the penultimate sentences of Sections 1.704-2(g)(l) and 1.704-2(i)(5) of the Regulations; and (ii) debit to such capital account the items described in Sections 1.704-l(b)(2)(ii)(d)(4), (5) and (6) of the Regulations. The foregoing definition of Adjusted Capital Account is intended to comply with the provisions of Section 1.704-l(b)(2)(ii)(d) of the Regulations and shall be interpreted consistently therewith.

11.Allocations of Profits. Losses. Deductions and Credits.

11.1Allocations of Profits, Losses, Deductions and Credits. Subject to the provisions of Section 11.2 hereof, when the net profits or losses of the Company are determined, they shall be credited and charged to each Partner’s capital account, subject to the next sentence, as follows:

(a)net profits shall be allocated, (i) first, to the Partners, until the cumulative net profit allocated pursuant to this Clause (a)(i) for the current fiscal period and all prior periods equals the cumulative net loss allocated pursuant to Clauses (b)(n) and (b)(iii) hereof for all prior periods, such net profit to be allocated under this Clause (a)(i) in the reverse order net loss was allocated under said Clauses and which allocations have not previously been eliminated under this Clause (a)(i), and, (ii) thereafter, the balance of net profit, if any, shall be allocated to the Partners in accordance with their respective Profit Ratios; and

3

(b)net loss shall be allocated, (i) first, to the Partners, until the cumulative net loss allocated pursuant to this Clause (b)(i) for the current fiscal period and all prior periods equals the cumulative net profit allocated pursuant to Clause (a)(ii) hereof for all prior periods, allocated among the Partners in the proportion that such cumulative net profit was allocated thereunder, and, (ii) next, to the Partners in accordance with their respective Loss Ratios, provided, no allocation shall be made to a Partner with an Adjusted Capital Account equal to or less than zero (“Adjusted Capital Account Deficit”); and (iii) thereafter, to the Partners without an Adjusted Capital Account Deficit, pro rata among such Partners in accordance with such Partners’ relative Loss Ratios; provided, however, all allocations under this Clause (b)(iii) to be made, at all times, subject to the proviso contained in Clause (b)(ii).

The following special allocations shall be made prior to application of the foregoing provision: (i) deductions arising from taxes and other items incurred by the Partnership which items are attributable to certain Partners (rather than the Partnership or the Partners generally), shall, in the reasonable discretion of the General Partner, be specially allocated to such Partners and (ii) deductions relating to charitable contributions shall be specially allocated to the General Partner.

11.2Special Allocations.

Notwithstanding any provisions of Section 11.1 hereof, the following special allocations of Partnership loss, deductions, Section 705(a)(2)(B) expenditures, gain and income shall be made in the following order (and in all instances in accordance with Regulation Section 1.704-2(j)):

(a)Minimum Gain Chargeback (Nonrecourse Liabilities). Except as otherwise provided in Regulation Section 1.704-2(c), if there is a net decrease in Partnership Minimum Gain for any fiscal year, each Partner shall be specially allocated items of Partnership income and gain for such year (and, if necessary, subsequent years) in an amount equal to that Partner’s share of the net decrease in Partnership Minimum Gain. The items to be so allocated shall be determined in accordance with Regulation Section 1.704-2(f). This Section 11.2(a) is intended to comply with the minimum gain chargeback requirement in said section of the regulations and shall be interpreted consistently therewith. Allocations pursuant to this paragraph shall be made in proportion to the respective amounts required to be allocated to each Partner pursuant hereto.

(b)Minimum Gain Attributable to Partner Nonrecourse Debt. Except as otherwise provided in Regulation Section 1.704-2(i)(4), if there is a net decrease in Minimum Gain Attributable to Partner Nonrecourse Debt during any fiscal year, each Partner shall be specially allocated items of Partnership income and gain for such year (and, if necessary, subsequent years) in an amount equal to that Partner’s share of the net decrease in the Minimum Gain Attributable to Partner Nonrecourse Debt. The items to be so allocated shall be determined in accordance with Regulation Section 1.704-2(i)(4) and (j)(2). This Section 11.2(b) is intended to comply with the minimum gain chargeback requirement with respect to Partner

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Nonrecourse Debt contained in said section of the Regulations and shall be interpreted consistently therewith. Allocations pursuant to this paragraph shall be made in proportion to the respective amounts required to be allocated to each Partner pursuant hereto.

(c)Qualified Income Offset. In the event a Partner unexpectedly receives any adjustments, allocations or distributions described in Regulation Section 1.704-l(b)(2)(ii)(d)(4), (5), or (6), and such Partner, thereafter, has an Adjusted Capital Account Deficit, items of Partnership income and gain shall be specially allocated to such Partner in an amount and manner sufficient to eliminate the Adjusted Capital Account Deficit as quickly as possible. This Section 11.2(c) is intended to constitute a “qualified income offset” under Regulation Section 1.704-l(b)(2)(ii)(d) and shall be interpreted consistently therewith.

(d)Nonrecourse Deductions. Nonrecourse Deductions for any fiscal year or other applicable period shall be specially allocated to the Partners, pro rata in accordance with their relative Loss Ratios. For purposes of determining the Partners’ shares of Nonrecourse Liabilities of the Partnership as provided under Section 1.752-3 of the Regulations, the Partners’ interests in Company profits shall be deemed to be in accordance with their relative Loss Ratios.

(e)Partner Nonrecourse Deductions. Partner Nonrecourse Deductions for any fiscal year or other applicable period shall be specially allocated to the Partner that bears the economic risk of loss for the debt (i.e., the partner nonrecourse debt) in respect of which such Partner Nonrecourse Deductions are attributable (as determined under Regulation Section 1.704-2(b)(4) and (i)(l)).

(f)Section 754 Basis Adjustments. To the extent an adjustment to the adjusted tax basis of any Partnership asset pursuant to Sections 732, 734 or 743 of the Code is required, pursuant to Regulation Section 1.704-l(b)(2)(iv)(m), to be taken into account in determining Capital Accounts, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such gain or loss shall be specially allocated to the Partners in a manner consistent with the manner in which their Capital Accounts are required to be adjusted pursuant to said section of the Regulations.

11.3Curative Allocations. Notwithstanding any other provisions of this Section 11 to the contrary (other than the Regulatory Allocations, as defined below), the allocations .(the “Regulatory Allocations”) set forth in Section 11.2 (save subparagraphs (d) and (f)) shall be taken into account in allocating other items of income, gain, loss, and deduction among the Partners so that, to the extent possible, the cumulative net amount of allocations of Company items under this Section 11 (excepting Section 11.4) shall be equal to the net amount that would have been allocated to each Partner if the Regulatory Allocations had not occurred. This Section 11.3 is intended to minimize to the extent possible and to the extent necessary any economic distortions which may result from application of Section 1.704-l(b) of the Regulations and shall be interpreted in a manner consistent therewith.

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11.4Tax Allocations.

(a)Generally. Subject to paragraphs (b) and (c) hereof, items of income, gain, loss, deduction and credit to be allocated for income tax purposes (collectively, “Tax Items”) shall be allocated among the Partners on the same basis as their respective book items.

(b)Sections 1245/1250 Recapture.  If any portion of gain from the sale of property is treated as gain which is ordinary income by virtue of the application of Code Sections 1245 or 1250 (“Affected Gain”), then (A) such Affected Gain shall be allocated among the Partners in the same proportion that the depreciation and amortization deductions giving rise to the Affected Gain were allocated and (B) other Tax Items of gain of the same character that would have been recognized, but for the application of Code Sections 1245 and/or 1250, shall be allocated away from those Partners who are allocated Affected Gain pursuant to Clause (A) so that, to the extent possible, the other Partners are allocated the same amount, and type, of capital gain that would have been allocated to them had Code Sections 1245 and/or 1250 not applied. For purposes hereof, in order to determine the proportionate allocations of depreciation and amortization deductions for each fiscal year or other applicable period, such deductions shall be deemed allocated on the same basis as net profit and net loss for such respective period.

(c)Allocations Respecting Section 704(c) and Revaluations: Curative Allocations Resulting from the Ceiling Rule. Notwithstanding paragraph (b) hereof, Tax Items with respect to Partnership property that is subject to Code Section 704(c) and/or Regulation Section 1.704-l(b)(2)(iv)(f) (collectively “Section 704(c) Tax Items”) shall, to the extent so required, be allocated in accordance with said Code section and/or Regulation Section 1.704-3, as the case may be. The allocation of Tax Items shall be subject to the “traditional method with curative allocations,” as set forth in Regulation Section 1.704-3(c).

11.5Definitions. The following terms and phrases shall have the meanings set forth below:

(a)“Minimum Gain Attributable to a Partner Nonrecourse Debt” shall have the meaning bed to partner nonrecourse debt minimum gain set forth m Section 1.704-2(i)(2) of the Regulations.

(b)“Nonrecourse Deductions” shall, for a Partnership fiscal year, mean and refer to the net increase in the amount of Partnership Minimum Gain during such Partnership fiscal year, and less the aggregate amount of any distributions (whether actual or deemed) during such fiscal year of proceeds of Nonrecourse Liabilities (other than Partner Nonrecourse Deductions) that are allocable as an increase in Partnership Minimum Gain, determined in accordance with Section 1.704-2(b)(l) and (c)(2) of the Regulations.

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(c)“Nonrecourse Liabilities” shall have the meaning ascribed to it in Section 1.704-2(b)(3) of the Regulations.

(d)“Partner Nonrecourse Deductions” shall have the meaning set forth in Section 1.704-2(i)(2) of the Regulations.

(e)“Partnership Minimum Gain” shall have the meaning set forth in Section 1.704 2(b)(2) of the Regulations.

(f)“Regulations” means the final, temporary or proposed Income Tax Regulations promulgated under the Code, as such regulations may be amended from time to time (including corresponding provisions of succeeding regulations).

12.Expenses. Expenditures by the Partners on behalf of the Partnership shall be promptly reimbursed upon appropriate substantiation.

13.Distributions of Available Cash. From time to time, and at such times as the General Partner determines it desirable to make distributions, available cash shall be distributed to the Partners as follows: available cash which is reasonably determined by the General Partner to be return of capital shall be distributed to the Partners in accordance with their respective Contribution Ratios; otherwise, available cash shall be distributed to the Partners in accordance with their respective Profit Ratios. The available cash of the Partnership shall be determined periodically by the General Partner. “Available cash, for a. period shall mean the amount (if any) by which the gross cash receipts of the Partnership during such period from all sources, including net operating income, contributions to the capital of the Partnership, funds borrowed by the Partnership, release of funds previously reserved against future costs and any and all receipts in respect of the Partnership’s interest in other partnerships exceed the expenses during such period and the amounts required to establish and fund reasonable reserves against future costs and liabilities.

14.Management Duties and Restrictions. Except as otherwise provided herein, management of the business and affairs of the Partnership shall be vested exclusively in the General Partner. A Limited Partner shall not “participate in the control” of the business of the Partnership, as described in Section 303 of the Act. A Limited Partner (who is not also a General Partner) shall not transact business in the Partnership’s name or on its behalf or have the power to sign documents for or otherwise bind the Partnership.

15.Fiscal Matters. The General Partner shall cause the Partnership to file all required local, state and federal tax returns. The General Partner is hereby designated the tax matters partner for the Partnership.

16.Limitation on Limited Partner Liabilities. A Limited Partner shall not be bound by, or be personally liable for, the expenses, liabilities or obligations of the Partnership or the General Partner, and the liability of each Limited Partner shall be limited solely to the amount of it a capital contribution to the Partnership required hereunder. Subject to any limitations provided under the Act, no distribution (or any part thereof) made to any Limited Partner in respect of its Partnership interest shall be deemed to be a return or withdrawal of its capital contribution. No Limited Partner shall be liable to the Partnership for any distribution, except as provided under the Act.

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17.Prohibition Against Transfer. Except as set forth in this Section, no Partner may sell, assign, transfer or otherwise dispose of it a Partnership interest without the prior written consent of the General Partner. Any Partner shall have the right to transfer its Partnership interest if such interest is transferred to an affiliate of such Partner, provided that such affiliate assumes by operation of law or express agreement all of the obligations of the transferor Partner under this Agreement with respect to the transferred Partnership interest. Upon such transfer, the transferee affiliate shall be admitted as a Partner in addition to or in substitution for the transferor Partner, as the case may be. Transfers in violation of this Agreement shall be deemed mere assignments of profits without any right, power or authority of a Partner hereunder.

18.Default by a Partner.

18.1Events of Default. Any of the following shall constitute an event of default (“Event of Default”) by a Partner:

(a)the making by the Partner of an assignment for the benefit of its creditors or the filing of a voluntary petition under any section or chapter of the Bankruptcy Code, as amended, or under any similar laws or statutes of the United States or any state;

(b)the adjudication, without any further possibility of review or appeal, of the Partner as a bankrupt or insolvent in proceedings filed against the Partner under any section or chapter of the Bankruptcy Code, as amended, or under any similar laws or statutes of the United States or any state;

(c)the appointment of a receiver for all or substantially all of the assets of the Partner and the failure to have such receiver discharged within sixty (60)days after appointment;

(d)the attachment, garnishment or sequestration by legal process of all or any part of the Partnership interest of the Partner or the commencement of foreclosure by any creditor having a security interest in a Partner’s Partnership interest (other than another Partner) and the failure to have such attachment, garnishment or sequestration discharged or foreclosure stayed or terminated, within sixty (60) days;

(e)any attempted sale, assignment, transfer or other disposition of the Partner’s interest in violation of the terms of Section 18 hereof; or

(f)the violation of any of the provisions of this Agreement and the failure to remedy or cure such violation within sixty (60) days after notice in writing of such violation from any other Partner.

18.2Withdrawal; Remedies Upon Default. No Limited Partner may withdraw from the Partnership without the prior written consent of the General Partner. Upon the occurrence of an Event of Default, at the election of the General Partner, the defaulting Partner automatically shall be deemed to have retired from the Partnership effective as of the date of the Event of Default

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and to have given notice of its intention to retire on that date, and the remaining Partners shall have the rights and obligations set forth in Section 19 hereof.

19.Certain Occurrences Respect in Limited Partners. Unless otherwise provided hereunder, the death, legal incompetency, dissolution, liquidation, bankruptcy of a Limited Partner (as described under clauses (a), (b) and (c) of Section 19.1), purported transfer of a Partnership interest in violation of this Agreement or retirement due to Default in accordance with Section 18.2 hereof shall cause a dissolution of the Partnership (the Partner with respect to whom such event has occurred is referred to as a “Terminating Partner”). Upon such occurrences, the Partnership shall not be dissolved if the determination is made to continue as a limited partnership by Partners (other than the Terminating Partner) whose interests constitute more than fifty percent (50%) of the remaining Capital Accounts Contribution Ratios and Profit Ratios. In the event the Partnership is continued, the rights of such Partner to share the Net Profit or Net Loss of the Partnership, to receive distributions of Partnership funds and to assign its Partnership interests shall, on the happening of any such event, devolve on its successors or assigns, subject to the terms and conditions of this Agreement, and the Partnership shall continue as a limited partnership. However, in no event shall such successor assignee become a Limited Partner without the prior written consent of the General Partner.

20.Dissolution. The Partnership shall continue until the expiration of its term unless earlier dissolved by (a) the dissolution, termination or bankruptcy of the General Partner or (b) agreement of all the Partners. Upon the dissolution of the Partnership, the affairs of the Partnership shall be liquidated forthwith. The assets of the Partnership shall be used: first, to pay all of the debts of the Partnership; and the balance, to the Partners in accordance with their respective positive capital accounts, after giving effect to all contributions, distributions and allocations for all periods. In the event the Partnership is “liquidated” within the meaning of Regulation Section 1.704-l(b)(2)(ii)(g), if the General Partner has a deficit balance in its Capital Account (after all adjustments), the General Partner shall contribute to the capital of the Partnership money in an amount necessary to restore such deficit balance to zero in compliance with Regulation Section 1.704-1(b)(2)(ii)(b)(3).

21.Liquidation. Upon dissolution, the General Partner shall proceed with reasonable promptness to liquidate the business of the Partnership. The assets of the Partnership may be sold or such assets as are in excess of the amount required to meet all Partnership liabilities to third persons may be distributed in kind to the Partners.

22.Services. Except as otherwise provided herein, services performed by the General Partner on behalf of the Partnership shall not result in charges being levied against the Partnership, except where the General Partner serves on a liquidation committee to wind up the Partnership. Service on such a committee shall entitle a committee member to reasonable compensation for the services rendered during the functioning of that committee.

23.Interpretation. Each of the separate provisions of this Agreement is to be read and interpreted separately. A question regarding the legality or constitutionality of any one paragraph or part thereof shall not affect any other paragraph, and if determined illegal, unlawful, or unconstitutional, the specific paragraph or part thereof shall be severed from this Agreement and the balance of the Agreement shall remain in full force and effect.

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24.Law.  The Partnership is established and shall be governed by the provisions of the Act; this Agreement is made pursuant to and shall be governed by the laws of the state of Delaware.

25.Miscellaneous and Administrative Provisions.

25.1Notices. All notices required or permitted under this Agreement shall be in writing and shall be deemed to be delivered when delivered in person or deposited in the United States Mail, postage prepaid, addressed to the Partners at the addresses as contained on the books of the Partnership, with a copy to the Partnership as follows:

200 West Madison

38th Floor

Chicago, Illinois 60606

Re: CDP Investors, L.P.

or at such other address as may have otherwise been specified by written notice.

25.2Further Assurances. The parties agree that they will execute such other and further instruments and documents as are or may become necessary or convenient to effectuate and carry out the business of the Partnership.

25.3Headings. The headings used in this Agreement are used for convenience only and do not constitute substantive matter to be considered in construing the terms of this Agreement.

25.4Parties Bound. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

25.5Gender. Whenever the context of this instrument so requires words used in the masculine gender include the feminine and neuter; the singular includes the plural and the plural the singular.

25.6Entire Agreement. This Agreement and all agreements entered into heretofore or of even date herewith contain the entire understanding among the parties and supersedes prior understandings or written or oral agreements respecting the Partnership.

25.7Amendment. This Agreement may be amended only by an instrument in writing signed by all Partners.  No oral amendment of this provision or of any other provision of this Agreement shall be effective.

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IN WITNESS WHEREOF, the Parties have executed this Agreement as of the day and year first above written.

The Limited Partners:

LASALLE G.C. TRUST #2

/s/ Allen M. Turner

Allen M. Turner, not individually but solely

as Trustee of LaSalle G.C. Trust #2

LASALLE G.C. TRUST #3

/s/ Allen M. Turner

Allen M. Turner, not individually but solely

as Trustee of LaSalle G.C. Trust #3

LASALLE G.C. TRUST #4

/s/ Allen M. Turner

Allen M. Turner, not individually but solely

as Trustee of LaSalle G.C. Trust #4

LASALLE G.C. TRUST #5

/s/ Allen M. Turner

Allen M. Turner, not individually but solely

as Trustee of LaSalle G.C. Trust #5

LASALLE G.C. TRUST #6

/s/ Allen M. Turner

Allen M. Turner, not individually but solely

as Trustee of LaSalle G.C. Trust #6

[Signatures continued on following page]

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[Signatures continued from previous page)

LASALLE G.C. TRUST #7
/s/ Allen M. Turner
Allen M. Turner, not individually but solely
as Trustee of LaSalle G.C. Trust #7
LASALLE G.C. TRUST #8
/s/ Allen M. Turner
Allen M. Turner, not individually but solely
as Trustee of LaSalle G.C. Trust #8
LASALLE G.C. TRUST #9
/s/ Allen M. Turner
Allen M. Turner, not individually but solely
as Trustee of LaSalle G.C. Trust #9
LASALLE G.C. TRUST #10
/s/ Allen M. Turner
Allen M. Turner, not individually but solely
as Trustee of LaSalle G.C. Trust #10
The General Partner:
CDP GP, INC., a Delaware corporation
By:	/s/ Glen Miller
Its:	VP

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Schedule 1

THE PARTNERS:	CONTRIBUTIONRATIOS ANDLOSS RATIOS	PROFIT RATIOS
- The Limited Partners
LaSalle G.C. Trust #2	11/100	98/900
LaSalle G.C. Trust #3	11/100	98/900
LaSalle G.C. Trust #4	11/100	98/900
LaSalle G.C. Trust #5	11/100	98/900
LaSalle G.C. Trust #6	11/100	98/900
LaSalle G.C. Trust #7	11/100	98/900
LaSalle G.C. Trust #8	11/100	98/900
LaSalle G.C. Trust #9	11/100	98/900
LaSalle G.C. Trust #10	11/100	98/900
- The General Partner
CDP GP, INC.	1/100	18/900
Total of all Partners:	100/100	900/900

EX-3.24

Exhibit 3.24

CERTIFICATE OF INCORPORATION
OF
CERROMAR DEVELOPMENT PARTNERS GP, INC.

The undersigned, for the purposes hereinafter stated, under and pursuant to the provisions of the General Corporation Law of Delaware, does hereby certify as follows:

FIRST:  The name of the corporation is:

Cerromar Development Partners GP, Inc.

SECOND:  The Registered Office of the corporation is to be located at 1013 Centre Road, in the City of Wilmington, in the County of New Castle, in the State of Delaware, 19805-1297.  The name of its Registered Agent at that address is The Prentice-Hall Corporation System, Inc.

THIRD:  The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

FOURTH:  The total number of shares of stock which the corporation shall have authority to issue is one thousand (1,000) shares of no par common stock.

FIFTH:  The original By-Laws of the corporation may be adopted by the sole incorporator named hereon, or by the initial directors of the corporation.  Thereafter, in furtherance and not in limitation of the powers conferred by the laws of the State of Delaware, the Board of Directors and/or the stockholders of the corporation are expressly empowered to make, alter, amend or repeal By-Laws in the manner to be determined by the terms of the By-Laws of the corporation then in existence.

SIXTH:  The name and mailing address of the sole incorporator is:

Rosemarie A. Rodrigues

Diversified Financial Management Corp.

200 West Madison Street

Suite 3800

Chicago, Illinois 60806

SEVENTH:  The Corporation shall have perpetual existence.

EIGHTH:  The Corporation shall, to the full extent permitted by Section 145 of the General Corporation Law of Delaware, as amended from time to time, indemnify all officers and directors of the Corporation.

NINTH:  Whenever a compromise or arrangement is proposed between this corporation and its creditors or any class of them and/or between this corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for this corporation under the provisions of Section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this corporation under the provisions of Section 279 of Title 8 of the Delaware Code order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this corporation, as the case may be, to be summoned in such manner as the said court directs.  If a majority in number representing three-fourths (3/4) in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of the corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of the corporation as consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all die stockholders or class of stockholders of the corporation, as the case may be, and also on the corporation.

TENTH:  To the fullest extent permitted by the General Corporation Law of Delaware as amended from time to time, a director of the corporation shall not be liable to the corporation or

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its stockholders for monetary damages for breach of fiduciary duty as a director.

IN WITNESS WHEREOF, the undersigned, being the incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of Delaware, does hereby make this certificate, declaring that the facts herein stated are true, and accordingly has hereunto set his hand this 6th day of May 1997.

/s/ Rosemarie A. Rodriguez

Rosemarie A. Rodriguez, Incorporator

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EX-3.25

Exhibit 3.25

BY-LAWS
OF
CERROMAR DEVELOPMENT PARTNERS GP, INC.

ARTICLE I

OFFICES

Section 1.Offices.  The principal offices of the Corporation shall be located in the State of Delaware and the County of New Castle.  The Corporation may also have offices at such other places both within and without the State of Delaware as the Board of Directors may from time to time determine or the business of the Corporation may require.

Section 2.Registered Office.  The registered office of the Corporation shall be maintained in the City of Wilmington, State of Delaware.

ARTICLE II

MEETING OF STOCKHOLDERS

Section 1.Annual Meeting.  The annual meeting of stockholders shall be held on the first Monday in May or, if it is a legal holiday, then on the next business day following, at 10:00 a.m.  Such meeting may be held within or without the State of Delaware.  At such meeting the stockholders shall elect by a plurality vote a Board of Directors, and transact such other business as may properly be brought before the meeting.  If the election of directors shall not be held on the day designated herein for an annual meeting, or any adjournment thereof, the Board of Directors shall cause the election to be held at a meeting of the stockholders as soon thereafter as may be convenient.

Section 2.Special Meetings.  Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute or by the certificate of incorporation, may be called by the President and shall be called by the President or Secretary at the request in writing of a majority of the Board of Directors or at the request in writing of stockholders owning a majority in amount of the entire capital stock of the Corporation issued and outstanding and entitled to vote.  Such request shall state the purpose or purposes of the proposed meeting.  Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.

Section 3.Notice.  Written notice of the annual or special meeting shall be given to each stockholder entitled to vote thereat, in person or by mailing to him at his last known address, not less than 10 nor more than 60 days before the date of meeting, unless such notice is waived in writing by each stockholder entitled thereto.  In the case of a special meeting, the purpose or purposes for which the meeting is called must be stated in the notice.

Section 4.Stockholder List.  The officer who has charge of the stock ledger of the Corporation shall prepare and make, at least 10 days before every meeting of the stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order,

and showing the address of each stockholder and the number of shares registered in the name of each stockholder.  Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least 10 days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held.  The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

Upon the wilful neglect or refusal of the directors to produce such a list at any meeting for the election of directors, they shall be ineligible for election to any office at such meeting.

The stock ledger shall be the only evidence as to who are the stockholders entitled to examine the stock ledger, the list required by this section or the books of the corporation, or to vote in person or by proxy at any meeting of the stockholders.

Section 5.Quorum.  The holders of 50% of the capital stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the certificate of incorporation.  If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have the power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be presented or represented, at which time any business may be transacted which might have been transacted at the meeting as originally notified.  When a quorum is present at any meeting, the vote of the holders of a majority of the stock having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which by express provision of statute or the certificate of incorporation, a different vote is required, in which case such express provision shall govern and control the decision of such question.

Section 6.Voting.  Unless otherwise provided in the certificate of incorporation, each stockholder shall at every meeting of the stockholders be entitled to one vote in person or by proxy for each share of the capital stock having voting power held by such stockholder, but no proxy shall be voted after three years from its date, unless the proxy provides for a longer period.

Section 7.Written Consent.  Whenever the vote of stockholders at a meeting thereof is required or permitted to be taken, such meeting and vote of stockholders may be dispensed with if a majority of the stockholders who would have been entitled to vote upon the action if such meeting were held shall consent in writing to such corporate action being taken.

ARTICLE III

DIRECTORS

Section 1.Number.  The minimum number of directors which shall constitute the whole Board of Directors shall be one.  The number of directors to constitute the Board of Directors shall be decided and the directors shall be elected at the annual or special meeting of

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the stockholders (except as provided in Section 2 of this Article), and each director elected shall hold office until his successor is elected and qualified.  Directors need not be stockholders.

Section 2.Vacancies.  Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, though less than a quorum, or by a sole remaining director, and the directors so chosen shall hold office until the next annual election and until their successors are duly elected and shall qualify, unless sooner displaced.

Section 3.Duties of Directors.  The business of the Corporation shall be managed by or under the direction of its Board of Directors which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the certificate of incorporation or by these by-laws directed or required to be exercised or done by the stockholders.

Section 4.Meetings.  The Board of Directors of the Corporation may hold meetings, both regular and special, either within or without the State of Delaware.

Section 5.Regular Meetings.  A regular meeting of the Board of Directors shall be held immediately following the annual meeting of the stockholders.  In the event such meeting is not held immediately following the annual meeting of the stockholders, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the Board of Directors, or as shall be specified in a written waiver signed by all of the directors.

Section 6.Special Meetings.  Special meetings of the board may be called by the President with notice to each of the directors as provided in Section 7 of this Article; special meetings shall be called by the President or Secretary in like manner and on like notice on the written request of one-third of the directors.

Section 7.Notice.  Regular meetings of the Board of Directors may be held without notice at such time and at such place as shall from time to time be determined by the Board.  Notice of meetings other than regular meetings shall be given to each director, in person or by mail or by telegram, at his last known address not less than 10 nor more than 60 days prior to the date designated therein for such meetings including the date of mailing, unless said notice is waived in writing by each director.  Said notice shall be written, specifying the time and place of such meeting.

Section 8.Quorum.  At all meetings of the Board, a majority of the directors shall constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as may be otherwise specifically provided by statute, the certificate of incorporation or these by-laws.  If a quorum shall not be present at any meeting of the Board of Directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

Section 9.Voting.  At all meetings of the Board of Directors, each director is to have one vote.

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Section 10.Unanimous Consent.  Unless otherwise restricted by the certificate of incorporation or these by-laws, any action required or permitted to be taken at any meeting of the Board of Directors, or any committee thereof, may be taken without a meeting if all members of the board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of the proceedings of the board or committee.

Section 11.Committees of Directors.  The Board of Directors may, by resolution passed by a majority of the whole board, designate one or more committees, each committee to consist of one or more of the directors of the Corporation, which, to the extent provided in the resolution and not otherwise restricted by statute, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, including the power and authority to declare dividends, and may authorize the seal of the Corporation, if any, to be affixed to all papers which may require it. Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors when required.

Section 12.Compensation of Directors.  Unless otherwise restricted by statute or the certificate of incorporation, the Board of Directors shall have the authority to fix the compensation of directors.  The directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as director.  No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.  Members of special or standing committees may be allowed like compensation for attending committee meetings.

ARTICLE IV

OFFICERS

Section 1.Number.  The officers of the Corporation shall be elected by the Board of Directors and shall be a President, a Vice-President, a Secretary and a Treasurer.  The Board of Directors may also elect more than one Vice President and one or more Assistant Secretaries and Assistant Treasurers.  Any number of offices may be held by the same person.  The Board of Directors may appoint such other officers and agents as it shall deem necessary, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the board.

Section 2.Election.  The Board of Directors shall elect officers annually at its first meeting after each annual meeting of stockholders.

Section 3.Compensation.  The compensation of all officers of the Corporation shall be fixed by the Board of Directors.

Section 4.Term.  The officers of the Corporation shall hold office until their successors are elected and qualify.  Any officer elected by the Board of Directors may be removed at any time by the affirmative vote of a majority of the Board of Directors.  Any vacancy occurring in any office of the Corporation shall be filled by the Board of Directors.

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Section 5.Duties of Officers.  The duties and powers of the officers shall be as follows:

President

The President shall be the chief executive officer of the Corporation and shall be responsible for formulating general policies and programs for the Corporation for submission to the Board of Directors and for carrying out the programs and policies approved by the Board of Directors.  He shall be responsible for the administration and operation of the business and affairs of the Corporation.  The President shall cause to be called regular and special meetings of the Stockholders and Board of Directors in accordance with these by-Laws and he shall preside at all such meetings.  He shall have the power to sign and deliver on behalf of the Corporation all documents and agreements.  The President shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

Vice-President

The Vice-President, if there shall be one, or if there shall be more than one, the Vice-Presidents in the order determined by the Board of Directors (or if there be no such determination, then in the order of their election), shall, in the absence or disability of the President, perform the duties and exercise all the powers of the President, and be subject to all the restrictions upon the President.  The Vice-Presidents shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

Secretary

The Secretary shall attend all meetings of the Board of Directors and all meetings of the stockholders and record all the proceedings of the meetings of the Corporation and of the Board of Directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required.  He shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the Board of Directors, and shall perform such other duties and have such other powers as the Board of Directors or the President may from time to time prescribe.  He shall have custody of the corporate seal of the Corporation, if any, and he, or an Assistant Secretary, shall have authority to affix the same to any instrument requiring it and, when so affixed, it may be attested by his signature or by the signature of such Assistant Secretary.  The Board of Directors may give general authority to any other officer to affix the seal of the Corporation and to attest the affixing by his signature.

Assistant Secretary

The Assistant Secretary, or if there be more than one, the Assistant Secretaries in the order determined by the Board of Directors (or if there be no such determination, then in the order of their election), shall, in the absence or disability of the Secretary, perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

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Treasurer

The Treasurer shall have custody of the Corporation’s funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all monies and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors.

He shall disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the President and the Board of Directors at its regular meetings, or when the Board of Directors so requires, an account of all his transactions as Treasurer and the financial condition of the Corporation.

If required by the Board of Directors, he shall give the Corporation and maintain a bond in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of his office and for the restoration to the Corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the Corporation.

Assistant Treasurer

The Assistant Treasurer, or if there shall be more than one, the Assistant Treasurers in the order determined by the Board of Directors (or if there shall be no such determination, then in the order of their election), shall, in the absence or disability of the Treasurer, perform the duties and exercise the powers of the Treasurer and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

ARTICLE V

STOCK CERTIFICATES

Section 1.Description.  Every holder of stock in the Corporation shall be entitled to have a certificate, signed by, or in the name of the Corporation by, the President or a Vice President, and countersigned by the Treasurer or Assistant Treasurer, Secretary or Assistant Secretary of the Corporation, certifying the number of shares owned by him in the Corporation, and sealed with the seal of the Corporation, if any.  If the Corporation shall be authorized to issue more than one class of stock, or more than one series of any class, the designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of the certificate which the Corporation shall issue to represent such class of stock; provided, however, that except as otherwise provided in Section 202 of the General Corporation Law of Delaware, in lieu of the foregoing requirements, there may be set forth on the face or back of the certificate which the Corporation shall issue to represent such class or series of stock, a statement that the Corporation will furnish without charge to each stockholder who so requests, the designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.

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Section 2.Facsimile of Signature.  The signature of any officer on a stock certificate may be by facsimile.  In case any officer or officers who have signed, or whose facsimile signature or signatures have been used on any such certificate or certificates, shall cease to be such officer or officers of the Corporation, whether because of death, resignation or otherwise, before such certificate or certificates are issued, such certificate or certificates may nevertheless be adopted by the Corporation and be issued and delivered as though the person or persons who signed such certificate or certificates or whose facsimile signature or signatures have been used thereon had not ceased to be such officer or officers of the Corporation.

Section 3.Transfer of Stock.  The stock of the Corporation, irrespective of class, shall be assignable and transferable on the books of the Corporation only by the person in whose name it appears on said books, or his legal representatives.  In case of transfer by attorney, the power of attorney, duly executed and acknowledged, shall be deposited with the Secretary.  In all cases of transfer, the former certificate must be surrendered up and cancelled before a new certificate is issued; however, in the event of loss, mutilation or destruction of a certificate, a duplicate certificate may be issued upon such terms as the Board of Directors shall prescribe.  Upon surrender to the Corporation or the transfer agent of the Corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignation or authority to transfer, it shall be the duty of the Corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books, subject, however, to any restrictions or limitations on the transfer thereof which may be set forth in the certificate of incorporation or referred to on the certificate so surrendered or which may be imposed by law or by any agreement to which the holder of such shares is subject.

Section 4.Registered Stockholders.  The Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote or take other action as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.

ARTICLE VI

GENERAL PROVISIONS

Section 1.Dividends.  Dividends upon the capital stock of the Corporation, subject to the provisions of the certificate of incorporation, if any, may be declared by the Board of Directors at any regular or special meeting, pursuant to law.  Dividends may be paid in cash, in property, or in shares of capital stock of the Corporation, subject to the provisions of the certificate of incorporation.  Before payment of any dividend, there may be set aside out of any funds of the Corporation available for dividends such sum as the directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for such other purpose as the directors shall think conducive to the interests of the Corporation, and the directors may modify or abolish any such reserve in the manner in which it was created.

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Section 2.Statements and Reports.  The Board of Directors shall present at each annual meeting, and at any special meeting of the stockholders when called for by vote of the stockholders, a full and dear statement of the business and condition of the Corporation.

Section 3.Checks and Notes.  All checks or demands for money and notes of the Corporation shall be signed by such officer or officers or such other persons as the Board of Directors may from time to time designate.

ARTICLE VII

FISCAL YEAR

The fiscal year of the Corporation shall end on December 31 of each year, unless otherwise determined by the Board of Directors.

ARTICLE VIII

INDEMNIFICATION

Section 1.General.  The Corporation shall indemnify, and advance Expenses (as hereinafter defined) to, Indemnitee (as hereinafter defined) as provided in this Article and to the fullest extent permitted by applicable law.

Section 2.Proceedings Other Than Proceedings by or in the Right of the Corporation.  Indemnitee shall be entitled to the rights of indemnification provided in this Section 2 if, by reason of his Corporate Status (as hereinafter defined), he is, or is threatened to be made, a party to any threatened, pending, or completed Proceeding (as hereinafter defined), other than a Proceeding by or in the right of the Corporation.  Pursuant to this Section 2, Indemnitee shall be indemnified against Expenses, judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by him or on his behalf in connection with such Proceeding or any claim, issue or matter therein, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal Proceeding, had no reasonable cause to believe his conduct was unlawful.

Section 3.Proceedings by or in the Right of the Corporation.  Indemnitee shall be entitled to the rights of indemnification provided in this Section 3 if, by reason or his Corporate Status, he is, or is threatened to be made, a party to any threatened, pending or completed Proceeding brought by or in the right of the Corporation to procure a judgment in its favor.  Pursuant to this Section, Indemnitee shall be indemnified against Expenses actually and reasonably incurred by him or on his behalf in connection with such Proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation.  Notwithstanding the foregoing, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been adjudged to be liable to the Corporation if applicable law prohibits such indemnification; provided, however, that, if applicable law so permits, indemnification against Expenses shall nevertheless be made by the Corporation in such event if and only to the extent

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that the Court of Chancery of the State of Delaware, or the court in which such Proceeding shall have been brought or is pending, shall determine.

Section 4.Indemnification for Expenses of a Parry Who is Wholly or Partly Successful.  Notwithstanding any other provision of this Article, to the extent that Indemnitee is, by reason of his Corporate Status, a party to and is successful, on the merits or otherwise, in any Proceeding, he shall be indemnified against all Expenses actually and reasonably incurred by him or on his behalf in connection therewith.  If Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Corporation shall indemnify Indemnitee against all Expenses actually and reasonably incurred by him or on his behalf in connection with each successfully resolved claim, issue or matter.  For purposes of this Section and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter.

Section 5.Indemnification for Expenses of a Witness.  Notwithstanding any other provision of this Article, to the extent that Indemnitee is, by reason of his Corporate Status, a witness in any Proceeding, he shall be indemnified against all Expenses actually and reasonably incurred by him or on his behalf in connection therewith.

Section 6.Advancement of Expenses.  The Corporation shall advance all reasonable Expenses incurred by or on behalf of Indemnitee in connection with any Proceeding within 20 days after the receipt by the Corporation of a statement or statements from Indemnitee requesting such advance or advances from time to time, whether prior to or after final disposition of such Proceeding.  Such statement or statements shall reasonably evidence the Expenses incurred by Indemnitee and shall include or be preceded or accompanied by an undertaking by or on behalf of Indemnitee to repay any Expenses advanced if it shall ultimately be determined that Indemnitee is not entitled to be indemnified against such Expenses.

Section 7.Procedure for Determination of Entitlement to Indemnification.

(a)To obtain indemnification under this Article, Indemnitee shall submit to the Corporation a written request, including therein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification.  The Secretary of the Corporation shall, promptly upon receipt of such a request for indemnification, advise the Board of Directors in writing that Indemnitee has requested indemnification.

(b)Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 7(a) hereof, a determination, if required by applicable law, with respect to Indemnitee’s entitlement thereto shall be made in the specific case:  (i) if a Change in Control (as hereinafter defined) shall have occurred by Independent Counsel (as hereinafter defined) (unless Indemnitee shall request that such determination be made by the Board of Directors or the stockholders, in which case by the person or persons or in the manner provided for in clauses (ii) or (iii) of this Section 7(b)) in a written opinion to the Board of Directors, a copy of which shall be delivered to Indemnitee; (ii) if a Change in Control shall not have occurred, (A) by the Board of Directors by a majority vote of a quorum consisting of Disinterested Directors or, if such a

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quorum is not obtainable or, even if obtainable, such quorum of Disinterested Directors so directs, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to Indemnitee or (C) by the stockholders of the Company; or (iii) as provided in Section 8(b) of this Article; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within 10 days after such determination.

Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination.  Any, costs or expenses (including attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Corporation (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Corporation hereby indemnifies and agrees to hold Indemnitee harmless therefrom.

(c)In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 7(b) of this Article, the Independent Counsel shall be selected as provided in this Section 7(c).  If a Change in Control shall not have occurred, the Independent Counsel shall be selected by the Board of Directors, and the Corporation shall give written notice to Indemnitee advising him of the identity of the Independent Counsel, so selected.  If a Change in Control shall have occurred, the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board of Directors, in which event the preceding sentence shall apply), and Indemnitee shall give written notice to the Corporation advising it of the identity of the Independent Counsel so selected.  In either event, Indemnitee or the Corporation, as the case may be, may, within 7 days after such written notice of selection shall have been given, deliver to the Corporation or to Indemnitee, as the case may be, a written objection to such selection.  Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 13 of this Article, and the objection shall set forth with particularity the factual basis of such assertion.  If such written objection is made, the Independent Counsel so selected may not serve as Independent Counsel unless and until a court has determined that such objection is without merit.  If, within 20 days after submission by Indemnitee of a written request for indemnification pursuant to Section 7(a) hereof, no Independent Counsel shall have been selected and not objected to, either the Corporation or Indemnitee may petition the Court of Chancery of the State of Delaware or other court of competent jurisdiction for resolution of any objection which shall have been made by the Corporation or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the Court or by such other person as the Court shall designate, and the person with respect to whom an objection is so resolved or the person so appointed shall act as Independent Counsel under Section 7(b) hereof. The Corporation shall pay any and all reasonable fees and expenses of Independent Counsel incurred by such Independent Counsel in connection with acting pursuant to Section 7(b) hereof, and the Corporation shall pay all reasonable fees and expenses incident to the procedures of this Section 7(c), regardless of the manner in which such Independent Counsel was selected or appointed.  Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 9(a)(iii) of this Article, Independent Counsel shall be discharged and relieved of any further

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responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

Section 8.Presumptions and Effect of Certain Proceedings.

(a)If a Change in Control shall have occurred, in making a determination with respect to entitlement to indemnification hereunder, the person, persons or entity making such determination shall presume that Indemnitee is entitled to indemnification under this Article if Indemnitee has submitted a request for indemnification in accordance with Section 7(a) of this Article, and the Corporation shall have the burden of proof to overcome that presumption in connection with the making by any person, persons or entity of any determination contrary to that presumption.

(b)If the person, persons or entity empowered or selected under Section 7 of this Article to determine whether Indemnitee is entitlement, indemnification shall not have made such determination within 60 days after receipt by the Corporation of the request therefor, the requisite determination of entitlement to indemnification shall be deemed to have been made and Indemnitee shall be entitled to such indemnification, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law; provided, however, that such 60-day period may be extended for a reasonable time, not to exceed an additional 30 days, if the person, persons or entity making the determination with respect to entitlement to indemnification in good faith requires such additional time for the obtaining or evaluation of documentation and/or information relating thereto; and provided, further, that the foregoing provisions of this Section 8(b) shall not apply (i) if the determination of entitlement to indemnification is to be made by the stockholders pursuant to Section 7(b) of this Article and if (A) within 15 days after receipt by the Corporation of the request for such determination the Board of Directors has resolved to submit such determination to the stockholders for their consideration at an annual meeting thereof to be held within 75 days after such receipt and such determination is made thereat, or (13) a special meeting of stockholders is called within 16 days after such receipt for the purpose of making such determination, such meeting is held for such purpose within 60 days after having been so called and such d termination is made thereat, or (ii) if the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 7(b) of this Article.

(c)The termination of any Proceeding or of any claim, issue or matter therein by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Article) of itself adversely affect the right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and in a manner in which he reasonably believed to be in or not opposed to the best interests of the Corporation or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that his conduct was unlawful.

Section 9.Remedies of Indemnitee.

(a)In the event that (i) a determination is made pursuant to Section 7 of this Article that Indemnitee is not entitled to indemnification under this Article, (ii) advancement of

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Expenses is not timely made pursuant to Section 6 of this Article, (iii) the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 7(b) of this Article and such determination shall not have been made and delivered in a written opinion within 90 days after receipt by the Corporation of the request for indemnification, (iv) payment of indemnification is not made pursuant to Section 5 of this Article within 10 days after receipt by the Corporation of a written request therefor, or (v) payment of indemnification Is not made within 10 days after a determination has been made that Indemnitee is entitled to indemnification or such determination is deemed to have been made pursuant to Section 8 of this Article, Indemnitee shall be entitled to an adjudication in an appropriate court of the State of Delaware, or in any other court of competent jurisdiction, of his entitlement to such indemnification or advancement of Expenses. Alternatively, Indemnitee, at his option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the rules of the American Arbitration Association.  Indemnitee shall commence such proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 9(a).  The Corporation shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.

(b)In the event that a determination shall have been made pursuant to Section 7 of this Article that Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 9 shall be conducted in all respects as a de novo trial, or arbitration, on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination.  If a Change in Control shall have occurred, in any judicial proceeding or arbitration commenced pursuant to this Section 9 the Corporation shall have the burden of proving that Indemnitee is not entitled to indemnification or advancement of Expenses, as the case may be.

(c)If a determination shall have been made or deemed to have been made pursuant to Section 7 or 8 of this Article that Indemnitee is entitled to indemnification, the Corporation shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 9, absent (i) a misstatement by Indemnitee of a material fact, or spa omission of a material fact necessary to make Indemnitee’s statement not materially misleading, or (ii) a prohibition of such indemnification under applicable law.

(d)The Corporation shall be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 9 that the procedure and presumptions of this Article are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that the Company is bound by all the provisions of this Article.

(e)In the event that Indemnitee, pursuant to this Section 9, seeks a judicial adjudication of or an award in arbitration to enforce his rights under or to recover damages for breach of, this Article, Indemnitee shall be entitled to recover from the Corporation, and shall be indemnified by the Corporation against, any and all expenses (of the types described in the definition of Expenses in Section 13 of this Article) actually and reasonably incurred by him in such judicial adjudication or arbitration, but only if he prevails therein. If shall be determined in said judicial adjudication or arbitration that Indemnitee is entitled to receive part but not all of the indemnification or advancement of expenses sought, the expenses incurred by Indemnitee in connection with such judicial adjudication or arbitration shall be appropriately prorated.

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Section 10.Non-Exclusivity; Survival of Rights; Insurance; Subrogation.

(a)The rights of indemnification and to receive advancement of Expenses as provided by this Article shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, the certificate of incorporation, the By-Laws, any agreement, a vote of stockholders or a resolution of directors or otherwise.  No amendment, alteration or repeal of this Article or of any provision hereof shall be effective as to any Indemnitee with respect to any action taken or omitted by such Indemnitee in his Corporate Status prior to such amendment, alteration or repeal.  The provisions of this Article shall continue as to an Indemnitee whose Corporate Status has ceased and shall inure to the benefit of his heirs, executors and administrators.

(b)To the extent that the Corporation maintains an insurance policy or policies providing liability insurance for directors, officers, employees, agents or fiduciaries of the Corporation or of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise which such person serves at the request of the Corporation, Indemnitee shall be covered by such policy or policies in accordance with its or their terms to the maximum extent of the coverage available for any such director, officer, employee or agent under such policy or policies.

(c)In the event of any payment under this Article, the Corporation shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Corporation to bring suit to enforce such rights.

(d)The Corporation shall not be liable under this Article to make any payment of amounts otherwise indemnifiable hereunder if and to the extent that Indemnitee has otherwise actually received such payment under any insurance policy, contract, agreement or otherwise.

Section 11.Severability.  If any provision or provisions of this Article shall be held to be invalid, illegal or unenforceable for any reason whatsoever:  (a) the validity, legality and enforceability of the remaining provisions of this Article (including without limitation, each portion of any Section of this Article containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall not in any way be affected of impaired thereby; and (b) to the fullest extent possible, the provisions of this Article (including, without limitation, each portion of any Section of this Article containing any such provision held to be invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested by the provision held invalid, illegal or unenforceable.

Section 12.Certain Persons Not Entitled to Indemnification or Advancement of Expenses.  Notwithstanding any other provision of this Article, no person shall be entitled to indemnification or advancement of Expenses under this Article with respect to any Proceeding, or any claim therein, brought or made by him against the Company.

Section 13.Definitions.  For purposes of this Article:

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(a)“Change in Control” means a change in control of the Corporation of a nature that would be required to be reported in response to Item 5(f) of Schedule 14A of Regulation 14A (or in response to any similar item on any similar schedule or form) promulgated under the Securities Exchange Act of 1934 (the “Act”), whether or not the Corporation is then subject to such reporting requirement; provided, however, that, without limitation, such a Change in Control shall be deemed to have occurred if (i) any “person” (as such term is used in Sections 13(d) and 14(d) of the Act) is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Act), directly or indirectly, of securities of the Corporation representing 25% or more of the combined voting power of the Corporation’s then outstanding securities without the prior approval of at least two-thirds of the members of the Board of Directors in office immediately prior to such person attaining such percentage interest; (ii) the Corporation is a party to a merger, consolidation, sale of assets or other reorganization, or a proxy contest, as a consequence of which members of the Board of Directors in office immediately prior to such transaction or event constitute less than a majority of the Board of Directors thereafter; or (iii) during any period of two consecutive years, individuals who at the beginning of such period constituted the Board of Directors (including for this purpose any new director whose election or nomination for election by the Corporation’s stockholders was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of such period) cease for any reason to constitute at least a majority of the Board of Directors.

(b)“Corporate Status” describes the status of a person who is or was a director, officer, employee, agent or fiduciary of the Corporation or of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise which such person is or was serving at the request of the Corporation.

(c)“Disinterested Director” means a director of the Corporation who is not and was not a party to the Proceeding in respect of which indemnification is sought by Indemnitee.

(d)“Expenses” shall include all reasonable attorneys’ fees, retainers, court costs, transcript costs, costs, printing and binding costs, telephone charges, postage, delivery service fees, and all other disbursements or (mimic* of the types customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, or being or preparing to be a witness in a Proceeding.

(e)“Indemnitee” includes any person who is, or is threatened to be made, a witness in or a party to any Proceeding as described in Sections 2, 3, 4 or 5 of this Article by reason of his Corporate Status.

(f)“Independent Counsel” means a law firm, or a member of a law firm, that is experienced in matters of corporation law and neither presently is, nor in the past five years has been, retained to represent:  (i) the Corporation or Indemnitee in any matter material to either such party, or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder.  Notwithstanding the foregoing, the term “Independent Counsel” shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Corporation or Indemnitee in an action to determine Indemnitee’s rights under this Article.

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(g)“Proceeding” includes any action, suit, arbitration, alternate dispute resolution mechanism, investigation, administrative hearing or any other proceeding whether civil, criminal, administrative or investigative, except one initiated by an Indemnitee pursuant to Section 9 of this Article to enforce his rights under this Article.

Section 14.Notices.  Any notice, request or other required or permitted to be given to the Corporation under this Article shall be in writing and either delivered in person or sent by telex, telegram or certified or registered mail, postage prepaid, return receipt requested, to the Secretary of the Corporation and shall be effective only upon receipt.

Section 15.Miscellaneous.  Use of the masculine shall be deemed to include usage of the feminine pronoun where appropriate.

ARTICLE IX

AMENDMENTS

These by-laws may be altered, amended or repealed, or new by-laws may be adopted, at any regular meeting of the stockholders or the Board of Directors or at any special meeting of the stockholders or the Board of Directors if notice of such alteration, amendment, repeal, or adoption of new by-laws is contained in the notice of such special meeting.

ARTICLE X

NOTICE

Section 1.Notice.  Whenever, under the provisions of the statutes or of the certificate of incorporation or these by-laws, notice is required to be given to any director or stockholder, it shall not be construed to require personal notice, but such notice may also be given in writing, by first class United States mail, postage prepaid, or by prepaid telegram and mail, addressed to such director or stockholder at his address as it appears on the records of the Corporation, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail or, in the case of telegrams, when transmitted.

Section 2.Waiver of Notice.  Whenever any notice is required to be given under the provisions of the statutes or of the certificate of incorporation or these by-laws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

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EX-3.26

Exhibit 3.26

CERTIFICATE OF LIMITED PARTNERSHIP

OF

CERROMAR DEVELOPMENT PARTNERS, L.P., S.E.

This Certificate (the “Certificate) of Limited Partnership of Cerromar Development Partners, L.P., S.E., a Delaware limited partnership (the “Partnership”) is being executed on May 6, 1997.

It is, therefore, certified as follows:

1.             Name.  The name of the Partnership is:

Cerromar Development Partners, L.P., B.E.

2.             Registered Office and Registered Agent.  The registered office of the Partnership in the State of Delaware is located at 1018 Centre Road, Wilmington, New Castle County, Delaware 19805-1297.  The name of the registered agent of the Partnership for Service of Process at such address is The Prentice-Hall Corporation System, Inc.

3.             Name and Address of General Partner.  The name and address of the General Partner of the Partnership is as follows:

Cerromar Development Partners GP, Inc.

200 West Madison Street

38th Floor

Chicago, Illinois 80606

4.             Certificate.  This Certificate has been duly executed and filed in accordance with the provisions of Section 17-201 of the Delaware Revised Uniform Limited Partnership Act.

IN WITNESS WHEREOF, the undersigned has duly executed this Certificate as of the day and year first above written.

Cerromar Development Partners GP, Inc., a Delaware corporation
By:	/s/ Glen Miller
	Its:	Vice President

CERTIFICATE OF AMENDMENT

TO

CERTIFICATE OF LIMITED PARTNERSHIP

OF

CERROMAR DEVELOPMENT PARTNERS, L.P., S.E.

It is hereby certified that:

FIRST:                 The name of the limited partnership (hereinafter called the “partnership”) is

CERROMAR DEVELOPMENT PARTNERS, L.P., S.E.

SECOND:            Pursuant to provisions of Section 17-202, Title 6, Delaware Code, the Certificate of Limited Partnership is amended as follows:

“3.           Name and Address of General Partner.  The name and address of the General Partner of the Partnership is as follows:

Cerromar Development Partners GP, Inc.

200 West Madison Street

Suite 2500

Chicago, Illinois 60606

The undersigned, a general partner of the Partnership, executed this Certificate of Amendment on the 13th day of June, 2000.

CERROMAR DEVELOPMENT PARTNERS GP, INC., a Delaware corporation, the general partner
By:	/s/ Glen Miller
	Glen Miller
Its:	Vice President

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CERTIFICATE OF AMENDMENT

TO

CERTIFICATE OF LIMITED PARTNERSHIP

OF

CERROMAR DEVELOPMENT PARTNERS, L.P., S.E.

It is hereby certified that:

FIRST:                 The name of the limited partnership (hereinafter called the “Partnership”) is

CERROMAR DEVELOPMENT PARTNERS, L.P., S.E.

SECOND:            Pursuant to provisions of Section 17-202, Title 6, Delaware Code, the Certificate of Limited Partnership is amended as follows:

“3.           Name and Address of General Partner.  The name and address of the General Partner of the Partnership is as follows:

Cerromar Development Partners GP, Inc.
71 South Wacker Drive, 12th Floor
Chicago, Illinois 60606

The undersigned, a general partner of the Partnership, executed this Certificate of Amendment on the 1st day of March, 2005.

CERROMAR DEVELOPMENT
PARTNERS GP, INC.
By:	/s/ Kirk Rose
	Kirk Rose
Its:	Vice President, Treasurer

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EX-3.27

Exhibit 3.27

AGREEMENT OF LIMITED PARTNERSHIP

OF

CERROMAR DEVELOPMENT PARTNERS. L.P., S.E.

AGREEMENT OF PARTNERSHIP
OF
CERROMAR DEVELOPMENT PARTNERS. L.P., S.E.

Table of Contents

			Page
1.	Name		1
2.	Purpose		1
3.	Organization of Partnership		1
4.	Title to Property; Intended Operations		1
5.	Principal Place of Business; Registered Office and Agent		2
6.	Fiscal Year		2
7.	Books and Records		2
8.	Periodic Accounting		2
9.	Capital Contributions		2
	9.1	Initial Contributions	2
	9.2	Additional Funds	2
	9.3	No Third Party Beneficiary	3
10.	Capital Accounts		3
11.	Allocations of Profits, Losses, Deductions and Credits		3
	11.1	Allocations of Profit, Losses, Deductions and Credit	3
	11.2	Special Allocations	4
	11.3	Curative Allocations	5
	11.4	Tax Allocations	6
	11.5	Definitions	6
	11.6	Puerto Rico Allocations	7
	11.7	Tourism Development Act Investment Tax Credits	7
12.	Expenses		7
13.	Distributions of Available Cash		7
14.	Management Duties and Restrictions		8
15.	Fiscal Matters		8

16.	Limitation on Limited Partner Liabilities		8
17.	Prohibition Against Transfer		8
18.	Default by a Partner		8
	18.1	Events of Default	8
	18.2	Withdrawal; Remedies Upon Default	9
19.	Certain Occurrences Respecting Limited Partner		9
20.	Dissolution		9
21.	Liquidation		10
22.	Services		10
23.	Interpretation		10
24.	Law
25.	Miscellaneous and Administrative Provisions.		10
	25.1	Notices	10
	25.2	Further Assurances	10
	25.3	Headings	10
	25.4	Parties Bound	11
	25.5	Gender	11
	25.6	Entire Agreement	11
	25.7	Amendment	11

AGREEMENT OF PARTNERSHIP
OF
CERROMAR DEVELOPMENT PARTNERS. L.P., S.E.

THIS AGREEMENT OF LIMITED PARTNERSHIP is made and entered into as of the 8th day of May 1997 by and among CERROMAR DEVELOPMENT PARTNERS GP, INC., a Delaware corporation (the “General Partner”), and the person whose name is subscribed to a counterpart hereof as a limited partner (the “Limited Partner”).

W I T N E S E T H:

WHEREAS, the parties hereto desire to organize a Delaware limited partnership (the “Partnership”) under and pursuant to the Revised Uniform Limited Partnership Act of the state of Delaware (the “Act”);

NOW, THEREFORE, inconsideration of the mutual covenants and agreements herein contained, and for other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, do hereby agree as follows:

1.             Name. The name of the Partnership shall be “CERROMAR DEVELOPMENT PARTNERS, L.P., S.E.” and appropriate certificates and trade name affidavits shall be filed and recorded as shall constitute compliance with all requirements of formation under the Act and such other states or political subdivisions in which the Partnership elects to do business and as may be necessary to secure said name for the sole and exclusive use of the Partnership.

2.             Purpose; Term. The purpose of the Partnership shall be to engage in any one or more enterprises, ventures, undertakings and businesses permissible under applicable laws, including the making, protecting, enhancing and otherwise dealing with investments of whatever nature in property, whether real or personal, including but not limited to investments in common and preferred stock, puts and calls, convertible bonds, hoods, debentures, commodities and interests in existing businesses, and to do all other things proper and necessary to effect such purposes. The term of the Partnership shall commence on the date a Certificate of Limited Partnership is filed with the Secretary of State of the State of Delaware and shall continue until December 31, 2047, unless earlier dissolved as provided herein. The business of the Partnership shall be conducted in such a way that the Partnership qualifies and continues to qualify throughout its existence for the benefits of the special partnership provisions of Subchapter K of Chapter Three (3) of Subtitle A of the Puerto Rico Internal Revenue Code of Nineteen Hundred Ninety-Four (1994) and regulations thereunder, as said code and regulations may be amended from time to time, and to execute and file all sworn statements, applications, documents and certificates with the Secretary of the Treasury of the Commonwealth of Puerto Rico in order for the Partnership to elect and maintain such benefits.

3.             Organization of Partnership. The Partners do hereby agree to and do hereby form the Partnership as a limited partnership under and pursuant to the provisions of the Act for the purposes and upon the terms and conditions herein set forth.  The Partners agree to be, and by these presents hereby are, governed by and subject to the provisions of the Act.

4.             Title to Property; Intended Operations. Title to all real and personal property owned by the Partnership (referred to in this Agreement as the “Property”) shall be held in the Partnership name. No Partner shall have any direct interest in the Property; each Partner’s interest in the Partnership shall be personal property.

5.             Principal Place of Business; Registered Office and Agent. The Principal place of business of the Partnership shall be located at 200 West Madison, 38th Floor, Chicago, Illinois 60606, or such other place or places within and/or outside the state of Illinois as the Partners shall hereafter determine and agree. The registered office of the Partnership in the state of Delaware shall be located at 1013 Centre Road, Wilmington, Delaware 19805-1297 or such other place as may from time to time be designated by the General Partner. The registered agent of the Partnership for service of process at the registered office of the Partnership shall be The Prentice-Hall Corporation System, Inc. or such other agent as may from time to time be designated by the General Partner.

6.             Fiscal Year. The Partnership fiscal year shall commence on January 1 and terminate on December 31 each year, except the first fiscal year shall commence on the date hereof and the final fiscal year shall terminate concurrently with the termination of the Partnership. All accounting, auditing, and financial statements shall be prepared to support the Partnership fiscal year.

7.             Books and Records. The Partnership shall maintain proper and true books of accounts, wherein shall be entered particulars of all monies, goods or effects belonging to or owing to or by the Partnership, or paid, received, sold or purchased in the course of the Partnership’s business, and all of such other transactions, matters and things relating to the business of the Partnership as are usually entered in books of account kept by persons engaged in a business of a like kind and character. The Partnership shall prepare all necessary ledgers, accounts, financial statements and balance sheets to coincide with the Partnership’s fiscal year. All books of account shall be maintained at the offices of the Partnership and shall be open for inspection by any Partner at any reasonable time.

8.             Periodic Accounting. The Partnership shall have its books of account and accounting records maintained on an annual, unaudited tax accounting basis. The accounts shall readily disclose items which the Partners take into account separately for income tax purposes. As to matters of accounting not provided for in this Agreement, reports of the Partnership shall be consistent with the books and records of the Partnership.

9.             Capital Contributions.

9.1          Initial Contributions. As their initial contribution to the Partnership, the Partners shall contribute to the capital of the Partnership the aggregate amount of $1,000, pro rata in accordance with their Contribution Ratios, as set forth on Schedule 1 attached hereto.

9.2          Additional Funds. If the General Partner determines that the Partnership requires funds for any proper Partnership purpose in excess of any other funds reasonably anticipated to be available to the Partnership (by way of Section 9.1 hereof, borrowings or otherwise), then the General Partner shall, by delivery of notice (the “Additional Funds Request”)

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to the Limited Partners, notify the Limited Partners of the amount so requested, the date on which such funding shall be requested (the “Due Date”), which date shall not be less than three (3) business days after delivery of the Additional Funds Request, a statement of the purpose for which such funds are requested and instructions for transfer or remittance of such funds to the Partnership. Following receipt of an Additional Funds Request incompliance with the requirements of this Section 9.2, the Partners shall have the right but not the obligation to contribute to the Partnership on the Due Date the amount set forth in the Additional Funds Request pro rata in accordance with their respective Contribution Ratios. By issuance of the Additional Funds Request, the General Partner agrees to contribute to the Partnership its pro rata share of the amount set forth in the Additional Funds Request. If some but not all of the Partners make a Capital Contribution of their shares of the requested capital, such amounts shall be deemed to be loans to the Partnership which shall be returned to the Partners as soon as practicable but no later than 30 days after the Due Date, with interest thereon at ten percent (10%) per annum.

9.3          No Third Party Beneficiary. No Limited Partner shall be obligated to make any contributions to the capital of the Partnership other than as expressly set forth herein. No creditor or other third party having dealings with the Partnership shall have the right to enforce the right or obligation of any Partner to make Capital Contributions, or in the case of the General Partner the right to request Capital Contributions from the Partners, or loans to the Partnership or to pursue any other right or obligation of any Partner to make Capital Contributions or loans to the Partnership or to pursue any other right or remedy hereunder or at law or in equity, it being understood and agreed that the provisions of this Agreement shall be solely for the benefit of and may be enforced solely by, the parties hereto and their respective successors and assigns.

10.          Capital Accounts. A capital account shall be established and be maintained for each Partner in, accordance with Section 704(b) of the Code and Treasury Regulation Section l.704-l(b)(2)(iv), as amended. No interest shall be paid on the capital of the Partnership or on any subsequent contributions of capital. For purposes hereof, “Adjusted Capital Account” means, with respect to any Partner, such Partner’s capital account as of the end of the taxable year or other applicable fiscal period, after giving effect to the following adjustments:  (i) credit to such capital account any amount which the Partner is obligated to restore under Section 1.704-l(b)(2)(ii)(c) of the Treasury Regulations, as well as any addition thereto pursuant to the penultimate sentences of Sections 1.704-2(g)(l) and 1.704-2(i)(5) of the Regulations; and (ii) debit to such capital account the items described in Sections 1.704- l(b)(2)(ii)(d)(4), (5) and (6) of the Regulations. The foregoing definition of Adjusted Capital Account is intended to comply with the provisions of Section 1.704-l(b)(2)(ii)(d) of the Regulations and shall be interpreted consistently therewith.

11.          Allocations of Profits. Losses. Deductions and Credits.

11.1        Allocations of Profit, Losses, Deductions and Credits. For all purposes other than Puerto Rico income tax purposes, subject to the provisions of Section 11.2 hereof, when the net profits or losses of the Company are determined, they shall be credited and charged to each Partner’s capital account, subject to the next sentence, as follows:

(a)           net profits shall be allocated, (i) first, to the Partners, until the cumulative net profit allocated pursuant to this Clause (a)(i) for the current fiscal period and all prior periods equals the cumulative net loss allocated pursuant to

3

Clauses (b)(ii) and (b)(iii) hereof for all prior periods, such net profit to be allocated under this Clause (a)(i) in the reverse order net loss was allocated under said Clauses and which allocations have not previously been eliminated under this Clause (a)(i), and, (ii) thereafter, the balance of net profit, if any, shall be allocated to the Partners in accordance with their respective Profit Ratios; and

(b)           net loss shall be allocated, (i) first, to the Partners, until the cumulative net loss allocated pursuant to this Clause (b)(i) for the current fiscal period and all prior periods equals the cumulative net profit allocated pursuant to Clause (a)(ii) hereof for all prior periods, allocated among the Partners in the proportion that such cumulative net profit was allocated thereunder, and, (ii) next, to the Partners in accordance with their respective Loss Ratios, provided, no allocation shall be made to a Partner with an Adjusted Capital Account equal to or less than zero (“Adjusted Capital Account Deficit”); and (iii) thereafter, to the Partners without an Adjusted Capital Account Deficit, pro rata among such Partners in accordance with such Partners’ relative Loss Ratios; provided, however, all allocations under this Clause (b)(iii) to be made, at all times, subject to the proviso contained in Clause (b)(ii).

The following special allocations shall be made prior to application of the foregoing provision: (i) deductions arising from taxes and other items incurred by the Partnership which items are attributable to certain Partners (rather than the Partnership or the Partners generally), shall, in the reasonable discretion of the General Partner, be specially allocated to such Partners and (ii) deductions relating to charitable contributions shall be specially allocated to the General Partner.

11.2        Special Allocations.  Notwithstanding any provisions of Section 11.1 hereof, for all purposes other than Puerto Rico income tax purposes, the following special allocations of Partnership loss, deductions, Section 705(a)(2)(B) expenditures, gain and income shall be made in the following order (and in all instances in accordance with Regulation Section 1.704-2(j)):

(a)           Minimum Gain Chargeback (Nonrecourse Liabilities). Except as otherwise provided in Regulation Section 1.704-2(c), if there is a net decrease in Partnership Minimum Gain for any fiscal year, each Partner shall be specially allocated items of Partnership income and gain for such year (and, if necessary, subsequent years) in an amount equal to that Partner’s share of the net decrease in Partnership Minimum Gain. The items to be so allocated shall be determined in accordance with Regulation Section 1.704-2(f). This Section 11.2(a) is intended to comply with the minimum gain chargeback requirement in said section of the regulations and shall be interpreted consistently therewith. Allocations pursuant to this paragraph shall be made in proportion to the respective amounts required to be allocated to each Partner pursuant hereto.

(b)           Minimum Gain Attributable to Partner Nonrecourse Debt. Except as otherwise provided in Regulation Section l.704-2(i)(4), if there is a net decrease in Minimum Gain Attributable to Partner Nonrecourse Debt during any fiscal year,

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each Partner shall be specially allocated items of Partnership income and gain for such year (and, if necessary, subsequent years) in an amount equal to that Partner’s share of the net decrease in the Minimum Gain Attributable to Partner Nonrecourse Debt. The items to be so allocated shall be determined in accordance with Regulation Section 1.704-2(i)(4) and (j)(2). This Section 11.2(b) is intended to comply with the minimum gain chargeback requirement with respect to Partner Nonrecourse Debt contained in said section of the Regulations and shall be interpreted consistently therewith. Allocations pursuant to this paragraph shall be made in proportion to the respective amounts required to be allocated to each Partner pursuant hereto.

(c)           Qualified Income Offset. In the event a Partner unexpectedly receives any adjustments, allocations or distributions described in Regulation Section l.704-l(b)(2)(ii)(d)(4), (5), or (6), and such Partner, thereafter, has an Adjusted Capital Account Deficit, items of Partnership income and gain shall be specially allocated to such Partner in an amount and manner sufficient to eliminate the Adjusted Capital Account Deficit as quickly as possible. This Section 11.2(c) is intended to constitute a “qualified income offset” under Regulation Section l.704-l(b)(2)(ii)(d) and shall be interpreted consistently therewith.

(d)           Nonrecourse Deduction. Nonrecourse Deductions for any fiscal year or other applicable period shall be specially allocated to the Partners, pro rata in accordance with their relative Loss Ratios. For purposes of determining the Partners’ shares of Nonrecourse Liabilities of the Partnership as provided under Section 1.752-3 of the Regulations, the Partners’ interests in Company profits shall be deemed to be in accordance with their relative Loss Ratios.

(e)           Partner Nonrecourse Deductions. Partner Nonrecourse Deductions for any fiscal year or other applicable period shall be specially allocated to the Partner that bears the economic risk of loss for the debt (i.e., the partner nonrecourse debt) in respect of which such Partner Nonrecourse Deductions are attributable (as determined under Regulation Section 1.704-2(b)(4) and (i)(l)).

(f)            Section 754 Basis Adjustments. To the extent an adjustment to the adjusted tax basis of any Partnership asset pursuant to Sections 732, 734 or 743 of the Code is required, pursuant to Regulation Section 1.704-l(b)(2)(iv)(m), to be taken into account in determining Capital Accounts, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such gain or loss shall be specially allocated to the Partners in a manner consistent with the manner in which their Capital Accounts are required to be adjusted pursuant to said section of the Regulations.

11.3        Curative Allocations.  Notwithstanding any other provisions of this Section 11 to the contrary (other than the Regulatory Allocations, as defined below), for all purposes other than Puerto Rico income tax purposes, the allocations (the “Regulatory Allocations”) set forth in Section 11.2 (save subparagraphs (d) and (f)) shall be taken into account in allocating other items

5

of income, gain, loss, and deduction among the Partners so that, to the extent possible, the cumulative net amount of allocations of Company items under this Section 11(excepting Section 11.4) shall be equal to the net amount that would have been allocated to each Partner if the Regulatory Allocations had not occurred. This Section 11.3 is intended to minimize to the extent possible and to the extent necessary any economic distortions which may result from application of Section 1.704-l(b) of the Regulations and shall be interpreted in a manner consistent therewith.

11.4        Tax Allocations.

(a)           Generally. Subject to paragraphs (b) and (c) hereof, items of income, gain, loss, deduction and credit to be allocated for federal income tax purposes (collectively, “Tax Items”) shall be allocated among the Partners on the same basis as their respective book items.

(b)           Sections 1245/1250 Recapture. For all purposes other than Puerto Rico income tax purposes, if any portion of gain from the sale of property is treated as gain which is ordinary income by virtue of the application of Code Sections 1245 or 1250 (“Affected Gain”), then (A) such Affected Gain shall be allocated among the Partners in the same proportion that the depreciation and amortization deductions giving rise to the Affected Gain were allocated and (B) other Tax Items of gain of the same character that would have been recognized, but for the application of Code Sections 1245 and/or 1250, shall be allocated away from those Partners who are allocated Affected Gain pursuant to Clause (A) so that, to the extent possible, the other Partners are allocated the same amount, and type, of capital gain that would have been allocated to them had Code Sections 1245 and/or 1250 not applied. For purposes hereof, in order to determine the proportionate allocations of depreciation and amortization deductions for each fiscal year or other applicable period, such deductions shall be deemed allocated on the same basis as net profit and net loss for such respective period.

(c)           Allocations Respecting Section 704(c) and Revaluations: Curative Allocations Resulting from the Ceiling Rule. For all purposes other than Puerto Rico income tax purposes, notwithstanding paragraph (b) hereof, Tax Items with respect to Partnership property that is subject to Code Section 704(c) and/or Regulation Section 1.704-l(b)(2)(iv)(f) (collectively “Section 704(c) Tax Items”) shall, to the extent so required, be allocated in accordance with said Code section and/or Regulation Section 1.704-3, as the case may be. The allocation of Tax Items shall be subject to the “traditional method with curative allocations,” as set forth in Regulation Section 1.704-3(c).

11.5        Definitions. The following terms and phrases shall have the meanings set forth below:

(a)           “Minimum Gain Attributable to a Partner Nonrecourse Debt” shall have the meaning ascribed to partner nonrecourse debt minimum gain set forth in Section 1.704-2(i)(2) of the Regulations.

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(b)           “Nonrecourse Deductions” shall, for a Partnership fiscal year, mean and refer to the net increase in the amount of Partnership Minimum Gain during such Partnership fiscal year, and less the aggregate amount of any distributions (whether actual or deemed) during such fiscal year of proceeds of Nonrecourse Liabilities (other than Partner Nonrecourse Deductions) that are allocable as an increase in Partnership Minimum Gain, determined in accordance with Section 1.704-2(b)(l) and (c)(2) of the Regulations.

(c)           “Nonrecourse Liabilities” shall have the meaning ascribed to it in Section 1.704-2(b)(3) of the Regulations.

(d)           “Partner Nonrecourse Deductions” shall have the meaning set forth in Section 1.704-2(i)(2) of the Regulations.

(e)           “Partnership Minimum Gain” shall have the meaning set forth in Section 1.704-2(b)(2) of the Regulations.

(f)            “Regulations” means the final, temporary or proposed Income Tax Regulations promulgated under the Code, as such regulations may be amended from time to time (including corresponding provisions of succeeding regulations).

11.6        Puerto Rico Allocations. For Puerto Rico income tax purposes, the items of Partnership set forth in Section thirteen thirty-five (“a”) (1335(a)) of the Puerto Rico Internal Revenue Code of Nineteen Hundred Ninety-Four (1994), as amended, (the “Puerto Code”), and regulations thereunder shall be allocated among the Partners in accordance with the allocations provided in Sections 11.1, 11.2, 11.3 and 11.4 hereof, inasmuch as such allocations are permissible under the Puerto Rico Code, otherwise, in accordance with their respective Profit Ratios.

11.7        Tourism Development Act Investment Tax Credits. The rights to the investment tax credits to be generated by the Partnership’s investment in a timeshare project located in Puerto Rico will be allocated by the Partnership among the Partners in proportion to the cash contributed by each Partner to the capital of the Partnership.

12.          Expenses. Expenditures by the Partners on behalf of the Partnership shall be promptly reimbursed upon appropriate substantiation.

13.          Distributions of Available Cash. From time to time, and at such times as the General Partner determines it desirable to make distributions, available cash shall be distributed to the Partners as follows: available cash which is reasonably determined by the General Partner to be return of capital shall be distributed to the Partners in accordance with their respective Contribution Ratios; otherwise, available cash shall be distributed to the Partners in accordance with their respective Profit Ratios. The available cash of the Partnership shall be determined periodically by the General Partner. “Available cash” for a period shall mean the amount (if any) by which the gross cash receipts of the Partnership during such period from all sources, including net operating income, contributions to the capital of the Partnership, funds borrowed by the Partnership, release of funds previously reserved against future costs and any and all receipts in respect of the Partnership’s interest in other partnerships exceed the expenses during such period and the amounts required to establish and fund reasonable reserves against future costs and liabilities.

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14.          Management Duties and Restrictions. Except as otherwise provided herein, management of the business and affairs of the Partnership shall be vested exclusively in the General Partner. A Limited Partner shall not “participate in the control” of the business of the Partnership, as described in Section 303 of the Act. A Limited Partner (who is not also a General Partner) shall not transact business in the Partnership’s name or on its behalf or have the power to sign documents for or otherwise bind the Partnership.

15.          Fiscal Matters. The General Partner shall cause the Partnership to file all required local, state and federal tax returns. The General Partner is hereby designated the tax matters partner for the Partnership.

16.          Limitation on Limited Partner Liabilities. A Limited Partner shall not be bound by, or be personally liable for, the expenses, liabilities or obligations of the Partnership or the General Partner, and the liability of each Limited Partner shall be limited solely to the amount of its capital contribution to the Partnership required hereunder. Subject to any limitations provided under the Act, no distribution (or any part thereof) made to any Limited Partner in respect of its Partnership interest shall be deemed to be a return or withdrawal of its capital contribution. No Limited Partner shall be liable to the Partnership for any distribution, except as provided under the Act.

17.          Prohibition Against Transfer. Except as set forth in this Section, no Partner may sell, assign, transfer or otherwise dispose of its Partnership interest without the prior written consent of the General Partner. Any Partner shall have the right to transfer its Partnership interest if such interest is transferred to an affiliate of such Partner, provided that such affiliate assumes by operation of law or express agreement all of the obligations of the transferor Partner under this Agreement with respect to the transferred Partnership interest. Upon such transfer, the transferee affiliate shall be admitted as a Partner in addition to or in substitution for the transferor Partner, as the case may be. Transfers in violation of this Agreement shall be deemed mere assignments of profits without any right, power or authority of a Partner hereunder.

18.          Default by a Partner.

18.1        Events of Default. Any of the following shall constitute an event of default (“Event of Default”) by a Partner:

(a)           the making by the Partner of an assignment for the benefit of its creditors or the filing of a voluntary petition under any section or chapter of the Bankruptcy Code, as amended, or under any similar laws or statutes of the United States or any state;

(b)           the adjudication, without any further possibility of review or appeal, of the Partner as a bankrupt or insolvent in proceedings filed against the Partner under any section or chapter of the Bankruptcy Code, as amended, or under any similar laws or statutes of the United States or any state;

(c)           the appointment of a receiver for all or substantially all of the assets of the Partner and the failure to have such receiver discharged within sixty (60) days after appointment;

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(d)           the attachment, garnishment or sequestration by legal process of all or any part of the Partnership interest of the Partner or the commencement of foreclosure by any creditor having a security interest in a Partner’s Partnership interest (other than another Partner) and the failure to have such attachment, garnishment or sequestration discharged or foreclosure stayed or terminated, within sixty (60) days;

(e)           any attempted sale, assignment, transfer or other disposition of the Partner’s interest in violation of the terms of Section 18 hereof; or

(f)            the violation of any of the provisions of this Agreement and the failure to remedy or cure such violation within sixty (60) days after notice in writing of such violation from any other Partner.

18.2        Withdrawal; Remedies Upon Default. No Limited Partner may withdraw from the Partnership without the prior written consent of the General Partner. Upon the occurrence of an Event of Default, at the election of the General Partner, the defaulting Partner automatically shall be deemed to have retired from the Partnership effective as of the date of the Event of Default and to have given notice of its intention to retire on that date, and the remaining Partners shall have the rights and obligations set forth in Section 19 hereof.

19.          Certain Occurrences Respecting Limited Partners. Unless otherwise provided hereunder, the death, legal incompetency, dissolution, liquidation, bankruptcy of a Limited Partner (as described under clauses (a), (b) and (c) of Section 19.1), purported transfer of a Partnership interest in violation of this Agreement or retirement due to Default in accordance with Section 18.2 hereof shall cause a dissolution of the Partnership (the Partner with respect to whom such event has occurred is referred to as a “Terminating Partner”). Upon such occurrences, the Partnership shall not be dissolved if the determination is made to continue as a limited partnership by Partners (other than the Terminating Partner) whose interests constitute more than fifty percent (50%) of the remaining Capital Accounts, Contribution Ratios and Profit Ratios. In the event the Partnership is continued, the right of such Partner to share the Net Profit or Net Loss of the Partnership, to receive distributions of Partnership funds and to assign its Partnership interests shall, on the happening of any such event, devolve on its successors or assigns, subject to the terms and conditions of this Agreement, and the Partnership shall continue as a limited partnership. However, in no event shall such successor assignee become a Limited Partner without the prior written consent of the General Partner.

20.          Dissolution. The Partnership shall continue until the expiration of its term unless earlier dissolved by (a) the dissolution, termination or bankruptcy of the General Partner at (b) agreement of all the Partners. Upon the dissolution of the Partnership, the affairs of the Partnership shall be liquidated forthwith. The assets of the Partnership shall be used: first, to pay all of the debts of the Partnership; and the balance, to the Partners in accordance with their respective positive capital accounts, after giving effect to all contributions, distributions and allocations for all periods. In the event the Partnership is “liquidated” within the meaning of Regulation Section 1.704-l(b)(2)(ii)(g), if the General Partner has a deficit balance in its Capital Account (after all adjustments), the General Partner shall contribute to the capital of the

9

Partnership money in an amount necessary to restore such deficit balance to zero in compliance with Regulation Section 1.704-l(b)(2)(ii)(b)(3).

21.          Liquidation. Upon dissolution, the General Partner shall proceed with reasonable promptness to liquidate the business of the Partnership. The assets of the Partnership may be sold or such assets as are in excess of the amount required to meet all Partnership liabilities to third persons may be distributed in kind to the Partners.

22.          Services. Except as otherwise provided herein, services performed by the General Partner on behalf of the Partnership shall not result in charges being levied against the Partnership, except where the General Partner serves on a liquidation committee to wind up the Partnership. Service on such a committee shall entitle a committee member to reasonable compensation for the services rendered during the functioning of that committee.

23.          Interpretation. Each of the separate provisions of this Agreement is to be read and interpreted separately. A question regarding the legality or constitutionality of any one paragraph or part thereof shall not affect any other paragraph, and if determined illegal, unlawful, or unconstitutional, the specific paragraph or part thereof shall be severed from this Agreement and the balance of the Agreement shall remain in full force and effect.

24.          Law.  The Partnership is established and shall be governed by the provisions of the Act; this Agreement is made pursuant to and shall be governed by the laws of the state of Delaware.

25.          Miscellaneous and Administrative Provisions.

25.1        Notices. All notices required or permitted under this Agreement shall be in writing and shall be deemed to be delivered when delivered in person or deposited in the United States Mail, postage prepaid, addressed to the Partners at the addresses as contained on the books of the Partnership, with a copy to the Partnership as follows:

200 West Madison

38th Floor

Chicago, Illinois 60606

Re: CERROMAR DEVELOPMENT PARTNERS, L.P., S.E.

or at such other address as may have otherwise been specified by written notice.

25.2        Further Assurances. The parties agree that they will execute such other and further instruments and documents as are or may become necessary or convenient to effectuate and carry out the business of the Partnership.

25.3        Headings. The headings used in this Agreement are used for convenience only and do not constitute substantive matter to be considered in construing the terms of this Agreement.

25.4        Parties Bound. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

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25.5        Gender. Whenever the context of this instrument so requires words used in the masculine gender include the feminine and neuter; the singular includes the plural and the plural the singular.

25.6        Entire Agreement. This Agreement and all agreements entered into heretofore or of even date herewith contain the entire understanding among the parties and supersedes prior understandings or written or oral agreements respecting the Partnership.

25.7        Amendment. This Agreement may be amended only by an instrument in writing signed by all Partners. No oral amendment of this provision or of any other provision of this Agreement shall be effective.

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IN WITNESS WHEREOF, the Parties have executed this Agreement as of the day and year first above written.

The Limited Partner:

CDP INVESTORS, L.P.,
a Delaware limited partnership
By:	CDP GP, Inc., a Delaware corporation,
	the general partner
	By:	/s/ Glen Miller
		Its:	VP

The General Partner:

CERROMAR DEVELOPMENT
PARTNERS GP, INC.,
a Delaware corporation
By:	CDP GP, Inc., a Delaware corporation, the general partner
	By:	/s/Richard L. Schulze
		Its:	President

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Schedule 1

THE PARTNERS:	CONTRIBUTION RATIOS AND LOSS RATIOS	PROFIT RATIOS
- The Limited Partner CDP Investors, L.P.	99/100	98/100
- The General Partner CERROMAR DEVELOPMENT PARTNERS GP, INC.	1/100	2/100
Total of all Partners:	100/100	100/100

EX-3.28

Exhibit 3.28

STATE OF HAWAII

DEPARTMENT OF COMMERCE AND CONSUMER AFFAIRS

Business Registration Division

335 Merchant Street

Mailing Address: P.O. Box 40, Honolulu, Hawaii 96810

Phone No.(808) 586-2727

ARTICLES OF ORGANIZATION FOR LIMITED LIABILITY COMPANY
(Section 428-203 Hawaii Revised Statutes)

PLEASE TYPE OR PRINT LEGIBLY IN BLACK INK
The undersigned, for the purpose of forming a limited liability company under the laws of the State of Hawaii, do hereby make and execute these Articles of Organization:
I
The name of the company shall be:
DIAMOND HEAD MANAGEMENT LLC
(The name must contain the words, Limited Liability Company or the abbreviation L.L.C. or LLC)
II
The mailing address of the initial principal office is:
1860 ALA MOANA BLVD., SUITE 411, HONOLULU, HI 96815
III
The company shall have and continuously maintain in the State of Hawaii a registered agent who shall have a business address in this State. The agent may be an individual who resides in this State, a domestic entity or a foreign entity authorized to transact business in this State.
	a.The name (and state or country of incorporation, formation or organization, if applicable) of the company’s registered agent in the State of Hawaii is:
		WILLIAM R. FARNSWORTH, JR.
	b.The street address of the place of business of the person in State of Hawaii to which service of process and other notice and documents being
		1860 ALA MOANA BLVD., SUITE 411, HONOLULU, HI 96815 USA
IV
The name and address of each organizer is:
AQUA HOTELS AND RESORTS, INC.			1860 ALA MOANA BLVD., SUITE 411 HONOLULU, HI 96815 USA

The period of duration is (check one):
x At will
o For a specified term to expire on:
	[Month Day Year
VI

The company is (check one):
a.	o	Manager-managed, and the names and addresses of the initial managers are listed in paragraph “c”, and the number of initial members are:
b.	x	Member-managed, and the names and addresses of the initial members are listed in paragraph “c”.
c.		List the names and addresses of the initial managers if the company is Manager-managed, or List the names and addresses of the initial members if the company is Member-managed.

AQUA HOTELS AND RESORTS, INC.		1860 ALA MOANA BLVD., SUITE 411  HONOLULU, HI 96815 USA
VII
The members of the company (check one):
x	Shall not be liable for the debts, obligations and liabilities of the company.
o	Shall be liable for all debts, obligations and liabilities of the company.
o	Shall be liable for all or specified debts, obligations and liabilities of the company as stated below, and have consented in writing to the adoption of this provision or to be bound by this provision.
We certify, under the penalties set forth in the Hawaii Uniform Limited Liability Company Act, that we have read the above statements, I am authorized to sign this Articles of Organization, and that the above statements are true and correct to the best of our knowledge and belief.

Signed this 01 day of AUGUST 2011

AQUA HOTELS AND RESORTS, INC.
(Type Print Name of Organizer)	(Type Print Name of Organizer)
/s/ WILLIAM R. FARNSWORTH, JR., VICE PRESIDENT
(Signature of Organizer)	(Signature of Organizer)

STATE OF HAWAII

DEPARTMENT OF COMMERCE AND CONSUMER AFFAIRS

Business Registration Division

335 Merchant Street

Mailing Address: P.O. Box 40, Honolulu, Hawaii 96810

Phone No.(808) 586-2727

ARTICLES OF AMENDMENT OF LIMITED LIABILITY COMPANY
(Section 428-204 Hawaii Revised Statutes)

PLEASE TYPE OR PRINT LEGIBLY IN BLACK INK

The undersigned, for the purpose of amending the Articles of Organization, do hereby certify as follows:

88388C5

1.	The name of the company shall be:
	DIAMOND HEAD MANAGEMENT LLC
2.	The amendment(s) adopted is attached.
3.	The amendment(s) was adopted with the consent of all, or a lesser number of, the members of the limited liability company as authorized by the operating agreement.

We certify, under the penalties set forth in the Hawaii Uniform Limited Liability Company Act, that we have read the above statements, we are authorized to make this change, and that the statements are true and correct.

Signed this 15th day of August, 2012

Aqua Hotels and Resorts Operator LLC, its member, by Aqua Hospitality LLC, its managing member, by Benjamin G. Rafter, President and CEO
[Type Print Name & Title]	[Type Print Name & Title]
/s/Benjamin G. Rather
[Signature]	[Signature]

Instructions:  Articles must be typewritten or printed in black ink, and must be legible.  The articles must be signed and certified by at least one manager-managed company or by at least one member of a member-managed company.  All signatures must be in black ink.  Submit original articles together with the appropriate fee.

Line 1.    State the full name of the limited liability company.

Line 2.Attach the amendment(s) that was adopted by the members. The amendment(s) must be identified by the numerical or other designation used in the company’s original Articles of Organization.  Attachment must be typewritten or printed in black ink on 8-1/2 x 11 white, bond paper and printed only on one side.

Filing fees:Filing fee ($25.00) is not refundable. Make checks payable to DEPARTMENT OF COMMERCE AND CONSUMER AFFAIRS. Dishonored Check Fee $25.00.

For any questions call (808) 586-2727. Neighbor islands may call the following numbers followed by 6-2727 and the # sign:  Kauai 274-3141; Maui 984-2400; Hawaii 974-4000, Lanai & Molokai 1-800-468-4644 (toll free).

Fax: (808) 586-2733          Email Address: breg@dcca.hawaii.gov

NOTICE: THIS MATERIAL CAN BE MADE AVAILABLE FOR INDIVIDUALS WITH SPECIAL NEEDS.  PLEASE CALL THE DIVISION SECRETARY, BUSINESS REGISTRATION DIVISION, DCCA, AT 586-2744. TO SUBMIT YOUR REQUEST.

ALL BUSINESS REGISTRATION FILINGS ARE OPEN TO PUBLIC INSPECTION. (SECTION 92F-11,HRS)

ATTACHMENT TO ARTICLES OF AMENDMENT

OF

DIAMOND HEAD MANAGEMENT LLC

Article VI is amended to read as follows:

The company is manager-managed and the name and address of its manager is:

98025C6Aqua Hospitality LLC, a Delaware limited liability company

c/o Aqua Hospitality Holdings LLC

1860 Ala Moana Boulevard

Honolulu, Hawaii 96815

The total number of members is 1.

EX-3.29

Exhibit 3.29

FIRST AMENDED OPERATING AGREEMENT

OF

DIAMOND HEAD MANAGEMENT LLC

FIRST AMENDED OPERATING AGREEMENT OF DIAMOND HEAD MANAGEMENT LLC, dated as of August 16, 2012, entered into by Aqua Hotels and Resorts Operator LLC, a Delaware limited liability company (“Operator”), as the sole member.

Preliminary Statement

WHEREAS, Diamond Head Management LLC (the “Company”) was formed on August 1, 2011, under the Hawaii Uniform Limited Liability Company Act (the “Act”) by filing Articles of Organization with the Department of Commerce and Consumer Affairs of the State of Hawaii, as amended by filing Articles of Amendment of Limited Liability Company (so amended and as may be further amended from time to time, the “Articles of Organization”);

WHEREAS, the Company was previously governed by that certain Operating Agreement, entered into and effective as of August 1, 2011, by Aqua Hotels and Resorts, Inc., a Delaware corporation (“Aqua”), as the sole member of the Company (the “Original Agreement”);

WHEREAS, on or about the date hereof, Aqua, in exchange for an interest in Operator, contributed one hundred percent (100%) of the issued and outstanding membership interests in the Company to Operator (the “Contribution”), pursuant to that certain Contribution Agreement, dated on or about the date hereof, by and among Aqua, Aqua Hospitality LLC, a Delaware limited liability company (“Hospitality”), and Operator;

WHEREAS, Operator by this document intends to amend the Original Agreement in its entirety to reflect the Contribution, the dissociation of Aqua as a member and manager of the Company and the admission of Operator as the sole member of the Company, and to establish the operating rules by which the Company is to be governed.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Operator hereby agrees as follows:

Article I
Definitions

1.1          Definitions.  The following terms contained herein shall have the meanings set forth below:

(a)           “Act” has the meaning set forth in the preliminary statement to this Agreement.

(b)           “Agreement” means this First Amended Operating Agreement of the Company, as it may be further amended, restated, supplemented or otherwise modified from time to time.

(c)           “Aqua” has the meaning set forth in the preliminary statement to this Agreement.

(d)           “Articles of Organization” has the meaning set forth in the preliminary statement to this Agreement.

(e)           “Capital Account” when used with respect to any Member means the capital account maintained for such Member in accordance with Section 5.3 hereof, as such capital account may be increased or decreased from time to time pursuant to the provisions of Section 5.3.

(f)            “Capital Contribution” means the total amount of cash and the agreed net fair market value of other property contributed to the Company by a Member pursuant to Section 5.1 hereof.  Any reference to the Capital Contribution of a Member shall include the Capital Contribution made by any predecessor holders of such Member’s Membership Interest.

(g)           “Code” means the Internal Revenue Code of 1986, as amended and in effect from time to time, or any superseding federal revenue statute.

(h)           “Contribution” has the meaning set forth in the preliminary statement to this Agreement.

(i)            “Distribution” means any cash and other property paid to a Member by the Company from the operations of the Company.

(j)            “Fiscal Year” means a calendar year.

(k)           “Hospitality” has the meaning set forth in the preliminary statement to this Agreement.

(l)            “Manager” has the meaning set forth in Section 4.1.

(m)          “Member” means Operator and any other Person that may hereafter become a member of the Company pursuant to the terms of this Agreement.

(n)           “Member Nonrecourse Debt” means a nonrecourse debt of the Company within the meaning of Section 1.704-2(b)(4) of the Treasury Regulations.

(o)           “Member Nonrecourse Deductions” means the items of loss, deduction, and expenditure attributable to Member Nonrecourse Debt within the meaning of Section 1.704-2(i)(2) of the Treasury Regulations.

(p)           “Membership Interests” means the respective percentage interests in the Company held by each Member, of which one hundred percent (100%) is held by Operator as of the date hereof.

(q)           “Net Losses” means the net losses of the Company, if any, determined in accordance with federal income tax principles.

(r)            “Net Profits” means the net income of the Company, if any, determined in accordance with federal income tax principles.

(s)            “Operator” has the meaning set forth in the caption to this Agreement.

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(t)            “Original Agreement” has the meaning set forth in the preliminary statement to this Agreement.

(u)           “Person” means any individual, corporation, governmental authority, limited liability company, partnership, trust, joint stock company, business trust, joint venture, unincorporated association or other entity.

(v)           “Required Members” means Members holding not less than a majority of all of the Membership Interests.

(w)          “Treasury Regulations” means all proposed, temporary and final regulations promulgated under the Code as from time to time in effect.  References in this Agreement to specific sections of the Treasury Regulations shall also refer to the corresponding sections of succeeding Treasury Regulations as they may be amended from time to time.

Article II
Organization

2.1          Formation.  The Company has been organized as a Hawaii limited liability company pursuant to the laws of the State of Hawaii, including the Act, by the filing of the Articles of Organization with the Director of the Department of Commerce and Consumer Affairs of the State of Hawaii on August 1, 2011.

2.2          Name.  The name of the Company is Diamond Head Management LLC, or such other name as the Manager may from time to time select.

2.3          Principal Place of Business.  The principal place of business of the Company shall be c/o Aqua Hotels and Resorts Operator LLC, 1860 Ala Moana Boulevard, Honolulu, Hawaii 96815.  The Manager shall have the right to change the principal place of business of the Company to the office of any Member, or otherwise, subject to the provisions of the Act.  In addition, the Company may establish any other places of business as the Manager may from time to time deem advisable.

2.4          Registered Office.  The Company’s registered office shall be located c/o William Farnsworth, 1860 Ala Moana Boulevard, Honolulu, Hawaii 96815, or such other place in the State of Hawaii as the Manager may from time to time determine.

2.5          Term.  The term of the Company shall commence upon the filing of the Articles of Organization and terminate upon the dissolution of the Company pursuant to the provisions of the Act or Article VIII below.

2.6          Purposes; Powers.  The purpose of the Company shall be to carry on any lawful business, purpose or activity, whether or not for profit, to the fullest extent provided in the Act.  The Company shall possess and may exercise all the powers and privileges granted by the Act or by any other law or by this Agreement, together with any powers incidental thereto, so far as such powers and privileges are necessary or convenient to the conduct, promotion or attainment of the businesses, purposes or activities of the Company.

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Article III
Member
Transfers of Interests

3.1          Name and Address.  As of the date hereof, Operator is the sole member of the Company, having an address c/o Aqua Hotels and Resorts Operator LLC, 1860 Ala Moana Boulevard, Honolulu, Hawaii 96815.

3.2          Additional and Substituted Members; Transfers of Membership Interests.

(a)           One or more additional members of the Company may be admitted to the Company after the date of this Agreement with the prior written consent of the Manager.

(b)           The Company shall not have the obligation to cause the Membership Interest of any Member to be purchased by the Company or any other Member pursuant to the Act upon the dissociation of any Member.

(c)           Without the prior written consent of the Manager, no Member may sell, assign, transfer or encumber, in whole or in part, any of such Member’s Membership Interest.

3.3          Limitation of Liability.  A Member’s liability to the Company, to any other Member or to any third party shall be limited to the maximum extent permitted by law.  A Member shall not be personally liable for any indebtedness, liability or obligation of the Company, except that such Member shall remain personally liable for the payment of its Capital Contribution and as otherwise expressly set forth in this Agreement, the Act and any other applicable law.

3.4          Priority and Return of Capital.  If there is more than one Member, no Member shall have priority over any other Member, whether for the return of a Capital Contribution or for Net Profits, Net Losses or a Distribution; provided, however, that this Section 3.4 shall not apply to any loan or other indebtedness (as distinguished from a Capital Contribution) made by a Member to the Company.

3.5          Liability of a Member to the Company.  A Member that rightfully receives the return of any portion of a Capital Contribution is liable to the Company only to the extent now or hereafter provided by the Act.  A Member that receives a Distribution made by the Company in violation of this Agreement or made when the Company’s liabilities exceed its assets (after giving effect to such Distribution) shall be liable to the Company for the amount of such Distribution.

3.6          Financial Adjustments.  No Member admitted after the date of this Agreement shall be entitled to any retroactive allocation of losses, income or expense deductions incurred by the Company.  If there is more than one Member, the Manager may, at its discretion, at the time a Member is admitted, close the books and records of the Company (as though the Fiscal Year had ended) or make pro rata allocations of loss, income and expense deductions to such Member for that portion of the Fiscal Year in which such Member was admitted, in accordance with the Code.

3.7          Action by Members Without a Meeting.  Whenever the Members of the Company are required or permitted to take any action by vote, such action may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the Members who hold voting interests having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting

4

at which all of the Members entitled to vote thereon were present and voted and shall be delivered to the administrative office of the Company, or to an employee or agent of the Company.

3.8          No Exclusive Duty to Company.  A Member may have other business interests and may engage in other activities in addition to those relating to the Company, whether or not such business interests or activities may be competitive with those of the Company.

Article IV
Management

4.1          Management.

(a)           The business, affairs and management of the Company, including its policies and administration, shall be vested in one or more managers, each of whom may, but need not be, a Member (each, a “Manager”).  The Manager shall have the sole power to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed by managers under the Act.

(b)           The number of Managers and the designation thereof shall be determined from time to time by the Required Members.  Initially there shall be one Manager.  Hospitality is hereby designated as the initial Manager.  If at any time there shall be more than one Manager, all references in this Agreement to “Manager” shall be deemed to be references to all or each of such Managers, as appropriate, and any action by or consent, vote, determination, agreement or notice of the Managers under this Agreement shall be taken, made or given by a majority of the Managers then in office.

(c)           The Manager may not be removed, with or without cause, except upon the consent of the Required Members, which removal shall take effect at such time as determined by the Required Members.  The Manager may resign as Manager by giving written notice to the Company and each Member, and such resignation shall take effect at such time as is specified in such notice of resignation.  The resignation or removal of the Manager shall not affect such Manager’s rights as a Member, if any, and shall not constitute a withdrawal of a Member.  Upon the removal or resignation of the Manager, the successor Manager shall be designated by the Required Members.

4.2          Reliance by Third Parties.  Each contract, agreement, deed, mortgage, security agreement, promissory note or other instrument or document executed by the Manager with respect to any business or property of the Company shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (a) at the time of the execution and delivery thereof this Agreement was in full force and effect, (b) such instrument or document was duly executed in accordance with the terms and provisions of this Agreement and is binding upon the Company, and (c) the Manager was duly authorized and empowered to execute and deliver, and to cause the Company to perform any and every such instrument or document for and on behalf of the Company.

4.3          Binding Authority of Manager.  No Member is an agent of the Company solely by virtue of being a Member, and no Member has authority to act for the Company solely by virtue of being a Member.  Subject to Section 4.7, only the Manager may act for the Company in connection with the ordinary course of its day-to-day business and with respect to all other matters.

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4.4          Manager Discretion.  Whenever in this Agreement the Manager is permitted or required to make a decision in its “discretion” or “sole discretion” or under a grant of similar authority or latitude, the Manager shall have no duty or obligation (including any fiduciary duty) to consider any interest of or factors affecting some or all the Members so long as the Manager acts in good faith and in a manner which it reasonably believes are in or not opposed to the best interest of the Company.  Each Member hereby agrees that any standard of care or duty imposed under the Act or any other applicable law shall be modified, waived or limited in each case as required to permit the Manager to act under this Agreement and to make any decision pursuant to the authority prescribed in this Section 4.4 so long as such action or decision does not constitute gross negligence, reckless conduct, intentional misconduct, intentional disregard of the terms of this Agreement or a knowing violation of law and is reasonably believed by the Manager to be consistent with the overall purposes and objectives of the Company. It is the intent of the Members that this Agreement shall govern, even when inconsistent with, or different than, the provisions of the Act or any other law or rule, except to the extent a provision of this Agreement purports to modify, restrict, eliminate, reduce or vary any provision of the Act which, pursuant to the Act, cannot be so modified, restricted, eliminated, reduced or varied by this Agreement, or is otherwise expressly prohibited or ineffective under the Act.  To the extent any provision of this Agreement is prohibited or ineffective under the Act, this Agreement shall be considered amended to the least degree possible in order to make this Agreement effective under and not contrary to the requirements of the Act.

4.5          No Exclusive Duty to Company.  The Manager shall not be required to manage the Company as its sole and exclusive function and may have other business interests and may engage in other activities in addition to those relating to the Company.  The Member acknowledges that the Manager and its affiliates may pursue such other business opportunities for their respective accounts regardless of whether they have learned of such opportunity in the course of the Company’s business.  Neither the Company nor any Member shall have any right pursuant to this Agreement to share or participate in such other business interests or activities or to the income or proceeds derived therefrom.  The Manager shall not incur any liability to the Company or any Member as a result of engaging in any other business interests or activities.

4.6          Indemnification.  The Company shall indemnify and hold harmless the Manager and each officer and agent of the Company from and against all claims and demands to the maximum extent permitted under the Act.

4.7          Officers and Authorized Persons.

(a)           The Manager may, from time to time as it deems advisable, appoint officers or other agents of the Company (such officers and agents, the “Authorized Persons” and each of them, an “Authorized Person”) and assign in writing titles (including, without limitation, President, Vice President, Secretary, and Treasurer) to any such person; provided that an Authorized Person need not have a title.  Unless the Manager decides otherwise, if the title is one commonly used for officers of a business corporation formed under the Hawaii Business Corporation Act, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office; provided, however, that no Authorized Person shall be permitted to take any action on behalf of the Company without the prior written consent of the Manager.  Any delegation pursuant to this Section 4.7 may be revoked at any time by the Manager.

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(b)           The Manager hereby designates and appoints Benjamin G. Rafter as the President and Chief Executive Officer of the Company for the purposes set forth in Section 4.7(a).

(c)           The Company is hereby authorized to execute, deliver and perform, and the Manager and any Authorized Person (solely to the extent directed by the Manager in writing), acting alone on behalf of the Company, is hereby authorized to execute and deliver, in the name of the Company, any and all other agreements, certificates, instruments, amendments or other documents to be executed and delivered by the Company, in its own capacity or in any other authorized capacity, all without any further act, vote or approval of any Member or any other person or entity notwithstanding any other provision of this Agreement. Notwithstanding any provisions of this Agreement, the Manager and any Authorized Person (solely to the extent directed by the Manager in writing) shall have the right to act for and bind the Company and may execute and deliver any document, instrument or contract on behalf of the Company without any vote or consent of any Member or other person or entity.

Article V
Capital Contributions

5.1          Capital Contributions.  Concurrently with the execution and delivery of this Agreement, Operator has made or deemed to have made the capital contributions as reflected on the books and records of the Company as of the date hereof.

5.2          Additional Contributions.  Except as set forth in Section 5.1, no Member shall be required to make any Capital Contribution.

5.3          Capital Accounts.  If there is more than one Member, a Capital Account shall be maintained for each Member.  Said Capital Account shall be kept in accordance with the provisions of Section 1.704-1(b)(2)(iv) of the Treasury Regulations.  Without limiting the foregoing, each Member’s Capital Account shall be (a) increased by the net agreed value of each Capital Contribution made by such Member, allocations to such Member of the Net Profits and any other allocations to such Member of income pursuant to the Code, and (b) decreased by the net agreed value of each Distribution made to such Member by the Company, allocations to such Member of Net Losses and other allocations to such Member pursuant to the Code.

5.4          Transfers.  Upon a permitted sale or other transfer of a Membership Interest in the Company, the Capital Account of the Member transferring its Membership Interests shall become the Capital Account of the Person to whom such Membership Interest is sold or transferred in accordance with Section 1.704-1(b)(2)(iv) of the Treasury Regulations.

5.5          Modifications.  The manner in which Capital Accounts are to be maintained pursuant to this Section is intended to comply with the requirements of Section 704(b) of the Code.  If in the opinion of the Members the manner in which Capital Accounts are to be maintained pursuant to this Agreement should be modified to comply with Section 704(b) of the Code, then the method in which Capital Accounts are maintained shall be so modified; provided, however, that any change in the manner of maintaining Capital Accounts shall not materially alter the economic agreement between or among the Members.

5.6          Deficit Capital Account.  Except as otherwise required in the Act or this Agreement, no Member shall have any liability to restore all or any portion of a deficit balance in a Capital Account.

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5.7          Withdrawal or Reduction of Capital Contributions.  A Member shall not receive from the Company any portion of a Capital Contribution until all indebtedness and liabilities of the Company, except any indebtedness, liabilities and obligations to Members on account of their Capital Contributions, have been paid or there remains property of the Company, in the sole discretion of the Members, sufficient to pay them.  A Member, irrespective of the nature of the Capital Contribution of such Member, has only the right to demand and receive cash in return for such Capital Contribution.

Article VI
Allocations and Distributions

6.1          Allocations of Profits and Losses and Distributions if There is One Member.  So long as there shall be only one Member, the Net Profits and Net Losses of the Company shall belong to such Member and any Distributions determined to be made by the Manager shall be distributed to such Member.  Distribution of liquidation proceeds shall be governed by Section 8.2, Sections 6.2, 6.3 and 6.4 applies if there shall be more than one Member.

6.2          Allocations of Profits and Losses.  If there is more than one Member, the Net Profits and the Net Losses for each Fiscal Year shall be allocated among the Members in accordance with the respective Membership Interests.

6.3          Required Special Allocations if there is More than One Member.  Notwithstanding Section 6.2 hereof, if there is more than one Member:

(a)           Appropriate adjustments shall be made to the allocations of Net Profits and Net Losses to the extent required under Section 704(c) of the Code and the Treasury Regulations thereunder and under Sections 1.704-1(b)(2)(iv)(d), (e), (f) and (g) of the Treasury Regulations.

(b)           Any Member Nonrecourse Deductions shall be specially allocated to the Member(s) that bear(s) the economic risk of loss with respect to the Member Nonrecourse Debt to which the Member Nonrecourse Deductions are attributable in accordance with Section 1.704-2(i)(1) of the Treasury Regulations.

(c)           Appropriate adjustments shall be made to the allocations of Net Profits and Net Losses to the extent required to comply with the “qualified income offset” provisions of Section 1.704-1(b)(2)(ii)(d) of the Treasury Regulations, the Company “minimum gain chargeback” provisions of Section 1.704-2(f) of the Treasury Regulations, and the Member “minimum gain chargeback” provisions of Section 1.704-2(i)(4) of the Treasury Regulations, all issued pursuant to Section 704(b) of the Code.  To the extent permitted by such Treasury Regulations, the allocations in such year and subsequent years shall be further adjusted so that the cumulative effect of all the allocations shall be the same as if all such allocations were made pursuant to Section 6.2 hereof (as adjusted by Section 6.3(a) hereof) without regard to Section 6.3(b) and this Section 6.3(c).

6.4          Distributions.  If there is more than one Member, the Manager may from time to time make Distributions pro rata in proportion to Membership Interests as of the record date set for such Distribution.  Distribution of liquidation proceeds shall be governed by Section 8.2.

6.5          Offset.  The Company may offset all amounts owing to the Company by a Member against any Distribution to be made to such Member.

8

6.6          Limitation Upon Distributions.  No Distribution shall be declared and paid unless, after such Distribution is made, the assets of the Company are in excess of all liabilities of the Company.

6.7          Interest on and Return of Capital Contributions.  No Member shall be entitled to interest on its Capital Contribution or to a return of its Capital Contribution, except as specifically set forth in this Agreement.

6.8          Accounting Period.  The accounting period of the Company shall be the Fiscal Year.

Article VII
Taxes; Books and Records; Information

7.1          Tax Returns.  If there is more than one Member, the Manager shall cause to be prepared and filed all necessary federal and state income tax returns for the Company.  Each Member shall furnish to the Manager all pertinent information in its possession relating to Company operations that is necessary to enable the Company’s income tax returns to be prepared and filed.

7.2          Tax Elections.  If there is more than one Member, the Company shall make such elections on the appropriate tax returns as the Manager may deem appropriate and in the best interests of the Members.  Neither the Company nor any Member may make an election for the Company to be taxed as a corporation under the Code or any similar provisions of applicable state law, and no provisions of this Agreement shall be interpreted to authorize any such election.

7.3          Tax Matters Partners.  If there is more than one Member, the Manager shall designate the Member to be the “tax matters partner” of the Company pursuant to Section 6231(a)(7) of the Code.

7.4          Books and Records.  The Company shall keep books and records of accounts and minutes of all decisions taken by the Member and the Manager.

7.5          Information.  A Member may inspect during ordinary business hours and at the principal place of business of the Company the Articles of Organization, this Agreement, the minutes of any decision of the Member or meeting of the Manager, any tax returns of the Company for the immediately preceding three Fiscal Years, and all other business records in the possession of the Company; provided that such inspection does not unreasonably interfere with the day-to-day operations of the Company and are for a purpose reasonably related to the Member’s interest in the Company.

Article VIII
Dissolution

8.1          Dissolution.  The Company shall be dissolved and its affairs shall be wound up upon the first to occur of the following:

(a)           The unanimous vote or written consent of the holders of all the Membership Interests; or

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(b)           The entry of a decree by a court of competent jurisdiction that dissolution and liquidation of the Company is required by law.

8.2          Winding Up.  Upon the dissolution of the Company, the Manager may, in the name of and for an on behalf of the Company, prosecute and defend suits, whether civil, criminal or administrative, and sell or otherwise dispose of the Company’s assets to the extent permitted by any agreement dealing with the Company’s assets, discharge the Company’s liabilities for which a Member or Members have assumed personal liability and distribute to the Members any remaining assets of the Company, all without affecting the liability of Members. Upon such a winding up of the Company, the assets shall be distributed as follows:

(a)           First, to the payment of the debts and liabilities of the Company, including Members who are creditors, including any expenses of the Company incidental to such winding-up and dissolution;

(b)           Second, to the setting up of any reserves which the Manager may deem reasonably necessary for any contingent or unforeseen liabilities or obligations of the Company and at the expiration of such period, as the Manager may deem advisable, for distribution in the manner hereinafter provided; and

(c)           Third, in accordance with the first sentence of Section 6.1 or the first sentence of Section 6.4 hereof, as applicable.

8.3          Articles of Termination.  Upon the completion of the distribution of the Company’s assets as provided in Section 8.2 hereof, the Company shall be terminated, and the Manager shall execute and cause the Articles of Termination to be filed with the Director of the Department of Commerce and Consumer Affairs of the State of Hawaii and all qualifications of the Company as a foreign limited liability company to be canceled and shall take such other actions as may be necessary to terminate the Company.

8.4          Deficit Capital Account.  Upon a liquidation of the Company within the meaning of Section 1.704-1(b)(2)(ii)(g) of the Treasury Regulations, if any Member has a deficit Capital Account (after giving effect to all contributions, distributions, allocations and other adjustments for all Fiscal Years, including the Fiscal Year in which such liquidation occurs), the Member shall have no obligation to make any Capital Contribution, and the negative balance of any Capital Account shall not be considered a debt owed by the Member to the Company or to any other Person for any purpose.

8.5          Nonrecourse to Other Members or the Manager.  Except as provided by applicable law or as expressly provided in this Agreement, upon dissolution, each Member shall receive a return of its Capital Contribution solely from the assets of the Company.  If the assets of the Company remaining after the payment or discharge of the debts and liabilities of the Company are insufficient to return any Capital Contribution of any Member, such Member shall have no recourse against any other Member or the Manager.

8.6          Distribution in Kind.

(a)           Notwithstanding the provisions of Section 8.2 which require the liquidation of the assets of the Company, but subject to the order of priorities provided thereunder, if upon the dissolution of the Company the Manager determines that an immediate sale of part or all of the assets of the Company would be impractical or would cause undue loss to the Members, the Manager may, in its absolute discretion, defer for a reasonable time the liquidation of any assets except those necessary to satisfy liabilities of the Company (other than those to Members) and may, in its absolute discretion, distribute to the Members, in lieu of cash, as tenants in common, undivided interests in such Company assets as the Manager deems not suitable for liquidation.

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(b)           Any distributions in kind shall be subject to such conditions relating to the disposition and management of such assets as the Manager deems reasonable and equitable and to any agreements governing the operating of such assets at such time.  The Manager shall determine the fair market value of any property distributed in kind using such reasonable method of valuation as it may adopt.

Article IX
General Provisions

9.1          Notices.  Any notice, demand or other communication required or permitted to be given pursuant to this Agreement shall have been sufficiently given for all purposes if  (a) delivered personally or by overnight courier service to the party to whom such notice, demand or other communication is directed or (b) sent by registered or certified mail, postage prepaid, addressed to the Member or the Company at its address set forth in this Agreement.  Except as otherwise provided in this Agreement, any such notice shall be deemed to be given (i) when received if delivered personally or by overnight courier and (ii) three business days after the date on which it was deposited in a regularly maintained receptacle for the deposit of United States mail, addressed and sent as set forth in this section.

9.2          Amendments.  This document sets forth the entire limited liability company agreement of the Company and may be amended by the Member as it sees fit or, if there is more than one Member, by the unanimous consent or approval of all of the Membership Interests.

9.3          No Rights of Creditors and Third Parties Under Agreement.  This Agreement is entered into by the Member for the exclusive benefit of the Company, its Members and permitted successors and assigns.  This Agreement is expressly not intended for the benefit of any creditor of the Company or any other Person.  No such creditor or any third party shall have any rights under this Agreement or any agreement between the Company and any Member with respect to any Capital Contribution or otherwise.

9.4          Construction.  Whenever the singular number is used in this Agreement and when required by the context, the same shall include the plural and vice versa, and the masculine gender shall include the feminine and neuter genders and vice versa.

9.5          Headings.  The headings in this Agreement are for convenience only and shall not be used to interpret or construe any provision of this Agreement.

9.6          Waiver.  No failure of a Member to exercise, and no delay by a Member in exercising, any right or remedy under this Agreement shall constitute a waiver of such right or remedy.  No waiver by a Member of any such right or remedy under this Agreement shall be effective unless made in a writing duly executed by all Members and specifically referring to each such right or remedy being waived.

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9.7          Severability.  Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law.  However, if any provision of this Agreement shall be prohibited by or invalid under such law, it shall be deemed modified to conform to the minimum requirements of such law or, if for any reason it is not deemed so modified, it shall be prohibited or invalid only to the extent of such prohibition or invalidity without the remainder thereof or any other such provision being prohibited or invalid.

9.8          Binding Effect.  This Agreement shall be binding upon and inure to the benefit of each of the Members, and its successors and assignees, except no right or obligation of a Member under this Agreement may be assigned by such Member to another Person without first obtaining the written consent of the Manager.

9.9          Governing Law.  This Agreement shall be governed by, and construed under, the laws of the State of Hawaii, all rights and remedies being governed by said laws.

[Signature Page Follows]

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IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has duly executed this Agreement as of the date first indicated above.

MEMBER:
AQUA HOTELS AND RESORTS OPERATOR LLC, a Delaware limited liability company
By:	Aqua Hospitality LLC, its managing member
	By:	/s/ Steve Orbuch
		Name: Steve Orbuch
		Title: Authorized Person

EX-3.30

Exhibit 3.30

CERTIFICATE OF FORMATION

OF

GRAND ASPEN HOLDINGS, LLC

ARTICLE I.
NAME

The name of the limited liability company (the “‘Company”) is Grand Aspen Holdings, LLC.

ARTICLE II.
REGISTERED OFFICE AND REGISTERED AGENT

The address of the registered office of the Company in the State of Delaware is 2711 Centerville Road, Wilmington, Delaware 19808.  The name of the registered agent of the Company in the State of Delaware is the Corporation Service Company.  The address of the registered agent in the State of Delaware is 2711 Centerville Road, Wilmington, Delaware 19808.

ARTICLE III.
DURATION

The duration of the Company is to be perpetual, unless sooner terminated in accordance with the Limited Liability Company Act of the State of Delaware (the “Act”).

ARTICLE IV.
PURPOSE

The purpose of the Company is to engage in any lawful act or activity for which a limited liability company may be organized under the Act.

IN WITNESS WHEREOF, this Certificate has been executed as of this 4th day of January, 2001, by the undersigned authorized signatory who affirms that, to the best of his knowledge and belief, the facts stated herein are true.

Authorized Person:

/s/ Thomas F. Harrison

Thomas F. Harrison

EX-3.31

Exhibit 3.31

SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY
OPERATING AGREEMENT OF
GRAND ASPEN HOLDINGS, LLC

THIS SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT (this “Agreement”) of Grand Aspen Holdings, LLC, a Delaware limited liability company (the “Company”), dated November 7, 2013, by and between the Company and HTS-Aspen, L.L.C., a Delaware limited liability company (“Member”), as the sole member of the Company.

WITNESSETH:

WHEREAS, the Company was formed pursuant to Section 18-201 of the Delaware Limited Liability Company Act, as amended (the “LLC Act”) on January 5, 2001 (the “Formation”); and

WHEREAS, Colony Grand Aspen Mill Partners, L.P., a Delaware limited partnership (“Colony Member”), Grand Aspen Affiliates, LLC, a Colorado limited liability company (“Four Peaks Member), and Member entered into that certain Grand Aspen Holdings, LLC Limited Liability Company Agreement dated as of January 11, 2001 (the “First Agreement”); and

WHEREAS, Colony Member, Four Peaks Member, and Member subsequently determined to admit Colony/AEW Aspen LLC, a Delaware limited liability company (“C/A Member”) as a member of the Company, and adopted the Grand Aspen Holdings, LLC Amended and Restated Limited Liability Company Agreement dated as of March 15, 2004 (“Second Agreement”), which amended and restated the First Agreement in its entirety; and

WHEREAS, Member has acquired all of the membership interests in the Company held by Colony Member, Four Peaks Member, and C/A Member such that Member is now the sole Member of the Company; and

WHEREAS, Member desires to amend and restated the Second Agreement in its entirety as set forth in this Agreement; and

WHEREAS, the Member now desires to memorialize in writing the operating agreement of the Company upon the terms and conditions hereinafter set forth.

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged, the parties hereto, agree as follows:

ARTICLE 1
DEFINED TERMS; EXHIBITS, SCHEDULES, ETC.

1.1          Definitions.  As used in this Agreement, the following terms shall have the meanings indicated below:

“Capital Contribution” means, with respect to each Member, the amount of money or property contributed to the Company or Partnership by such Member (or predecessor in interest) from time to time.

“Membership Interest” means a Member’s entire interest in the Company, which shall entitle the Member to (i) an interest in the profits, losses, distributable cash, and net proceeds of liquidation of the Company, as set forth herein; (ii) any right to vote as set forth herein or as required under the LLC Act; and (iii) any right to participate in the management of the Company as set forth herein or as required under the LLC Act.  A Membership Interest is personal property and a Member shall have no interest in the specific assets or property of the Company.

“Membership Percentage” means, with respect to each Member, such Member’s percentage ownership interest in the Company set forth on Exhibit A attached hereto, as the same may be amended from time to time to reflect the relative Capital Contribution of each Member.

“Person” means any individual, corporation, general partnership, limited partnership, limited liability company, joint venture, trust, business trust, cooperative, association or other legal entity.

1.2          References.  References to a “Exhibit” are, unless otherwise specified, to one of the exhibits attached to this Agreement, and references to an “Article” or a “Section” are, unless otherwise specified, to one of the articles or sections of this Agreement.

ARTICLE 2
ORGANIZATIONAL MATTERS

2.1          Formation of Company.  Pursuant to the Articles of Organization, the Company has been formed as a limited liability company for the purposes and upon the terms and conditions hereinafter set forth.  Except as provided herein, the rights, duties and liabilities of each Member shall be as provided in the LLC Act.

2.2          Name.  The name of the Company is “Grand Aspen Holdings, LLC” or such other name as may be selected from time to time by the Member.

2.3          Purpose.  The purpose and business of the Company is to engage in any lawful business or activity permitted by the LLC Act.

2.4          Term.  The term of the Company shall commence on the date hereof and shall continue perpetually unless earlier terminated pursuant to Section 9.1 hereof.

2.5          Principal Office.  The location of the Company’s principal office is 71 South Wacker Drive, Chicago, Illinois 60606, or such other place as may be selected by the Member.  The Company may conduct business at such additional places as the Member shall deem advisable.

2.6          Registered Agent and Registered Office.  The statutory agent for service of process and the registered office of the Company in the State of Nevada shall be Corporation Service Company, 2711 Centerville Road, Suite 400, City of Wilmington, New Castle County,

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Delaware 19808, or such other statutory agent and registered office as the Member may determine from time to time.

2.7          Fiscal Year.  The fiscal year of the Company shall commence on January 1 and end on December 31 of each year or such other date as the Member may select in its discretion from time to time.

ARTICLE 3
CAPITAL CONTRIBUTIONS; ETC.

3.1          Capital Contributions.  The Member shall be deemed for purposes of this Agreement to have contributed to the capital of the Company the consideration set forth opposite the Member’s name on Exhibit A attached hereto.  No Member shall be obligated to make any additional Capital Contributions to the Company.

3.2          Withdrawal; Return of Capital.  Except as specifically provided herein, no Member shall be entitled to any distributions from the Company or to withdraw any part of such Member’s Capital Contribution prior to the Company’s dissolution and liquidation or, when such withdrawal of capital is permitted, to demand distribution of property other than money.  No Member shall be entitled to interest on its Capital Contribution.

3.3          No Appraisal Rights.  No Member shall have any appraisal rights under the LLC Act.

ARTICLE 4
DISTRIBUTIONS AND ALLOCATIONS

4.1          Distributions.  The timing and amount of distributions shall be determined by the Member.

4.2          Allocations.  The profits and losses of the Company shall be allocated to the Member.

ARTICLE 5
ACCOUNTING AND ADMINISTRATIVE MATTERS

5.1          Books and Records.  The Company will maintain true, complete and correct books of account of the Company, all in accordance with generally accepted accounting principles applied on a consistent basis.  The books of account shall contain particulars of all monies, goods or effects belonging to or owing to or by the Company, or paid, received, sold or purchased by the Company, and all of such other transactions, matters and things relating to the business of the Company as are usually entered in books of accounts kept by Persons engaged in a business of a like kind and character or as otherwise required pursuant to the LLC Act.

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ARTICLE 6
MANAGEMENT OF COMPANY; OFFICERS

6.1          Member-Managed.  Except as specifically provided herein, the management and control of the Company shall be vested exclusively in the Member.  Without limiting the foregoing, the Member shall be responsible for the establishment of policy and operating procedures respecting the business affairs of the Company and may appoint one or more officers and delegate duties to such officers as herein contemplated.

6.2          Officers — Election and Term of Office.  The Member may at any time or from time to time designate one or more officers of the Company (the “Officers”), which may, but shall not be obligated to, include a President, one or more Vice Presidents, Secretary, Treasurer and one or more Assistant Secretaries or Assistant Treasurers.  Vacancies may be filled or new offices created and filled by the Member.  Each Officer shall hold office until the earlier of his or her resignation or removal, or until his or her successor shall have been duly appointed and qualified in accordance herewith.  Each Officer shall perform such duties as specified in this Agreement or as may be prescribed from time to time by the Member.  An individual may serve as an Officer in more than one office.

6.3          Officers — General Rights and Duties.  The Officers are hereby directed and authorized (which direction and authorization is revocable at any time by the Member), on behalf of and in the name of the Company, to implement all decisions approved by the Member and to conduct the following functions of the Company:

(a)           operate the day-to-day business of the Company in the ordinary course;

(b)           protect and preserve the titles and interests of the Company with respect to the assets owned by or dedicated to the Company;

(c)           keep all books of account and other records of the Company, in accordance with the terms of this Agreement and applicable law;

(d)           carry out the responsibilities of the Company under the partnership, management, operating, leasing and other contractual agreements to which it is a party;

(e)           prepare and file all necessary reports, statements, tax returns and other documents with local, state, federal, provincial, territorial, or foreign agencies or departments in connection with the business of the Company;

(f)            procure and maintain insurance;

(g)           enter into business relationships on behalf of the Company, necessary or appropriate to carry out the business of the Company as shall be designated by the Member; and

(h)           distribute the cash of the Company as provided in Article IV hereof and as directed by the Member.

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6.4          Officers — Description of Offices.  The Officers shall have the duties and powers as set forth below:

(a)           President.  The President shall be the principal executive officer of the Company and shall be responsible for the administration and operation of the business and affairs of the Company.  The President may sign with or without the Secretary or any Assistant Secretary, or any other proper Officer of the Company thereunto authorized by the Member, certificates of the Company and any deeds, mortgages, bonds, contracts, or other instruments, except in cases where the execution thereof shall be expressly delegated by the Member to some other Officer or agent of the Company, or shall be required by law to be otherwise signed or executed, and in general shall perform all duties incident to the office of President and such other duties as may be prescribed by the Member from time to time.

(b)           Vice President.  The Vice President, if there shall be one, or if there shall be more than one, the Vice Presidents in the order determined by the Member (or if there be no such determination, then in the order of their election), shall, in the absence, disability or refusal to act of the President, perform the duties of the President, and when so acting, shall have all the power of and be subject to all the restrictions upon the President.  The Vice President shall also perform such other duties as may be prescribed by the President or the Member from time to time.

(c)           Secretary.  The Secretary shall: (i) keep and be the custodian of the books and records of the Company; (ii) see that all notices are duly given in accordance with the provisions of this Agreement or as required by the LLC Act or other applicable law; (iii) keep a register of the address of each Member, which shall be furnished to the Company by such Member; and (iv) in general perform all duties incident to the office of Secretary and such other duties as may be prescribed by the Member or the President from time to time.

(d)           Treasurer.  The Treasurer shall: (i) have charge and custody of and be responsible for all funds and securities of the Company; (ii) receive and give receipts of moneys due and payable to the Company from any source whatsoever, and deposit all such moneys not otherwise employed in the name of the Company in such bank, savings and loan association, trust company or other depositories as shall be selected by the Member; and (iii) in general perform all the duties incident to the office of Treasurer and such other duties as may be prescribed by the Member or the President from time to time. If required by the Member, the Treasurer shall give a bond for the faithful discharge of the Treasurer’s duties in such sum and with such surety or sureties as the Member shall determine.

(e)           Assistant Secretary.  The Assistant Secretary, or if there be more than one, the Assistant Secretaries in the order determined by the Member (or if there be no such determination, then in the order of their election), shall, in the absence or disability of the Secretary, perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as the Member or the President may from time to time prescribe.

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6.5          Compensation.  The Officers of the Company shall receive such compensation, if any, as may be fixed from time to time by the Member.  No Officer shall be prevented from receiving such compensation by reason of the fact that such Officer is also a Member.

6.6          Resignations.  Any Officer may resign at any time by giving notice to the Member.  A resignation of an Officer need not be accepted in order to be effective.

6.7          Removal.  Any Officer may be removed, with or without cause, by the Member.

6.8          Vacancies.  A vacancy in any office may be filled by the Member.

ARTICLE 7
LIMITATION ON LIABILITY AND INDEMNIFICATION

7.1          Limitation on Liability.  Except as otherwise provided by the LLC Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and no Indemnified Person (as defined below) shall be obligated for any such debt, obligation or liability of the Company solely by reason of being a Member or officer, director, manager, partner, principal, equityholder, employee, or affiliate of a Member or the Company.

7.2          Indemnification.  Neither the Member nor any officer, director, manager, partner, principal, equityholder, employee or affiliate of the Member or the Company (each, an “Indemnified Person”), as the case may be shall be liable, responsible or accountable, whether directly or indirectly, in contract or tort or otherwise, to the Company or to any Member (or to any affiliate thereof), as applicable, for any losses, claims, damages, liabilities or expenses, including but not limited to, reasonable attorneys’ fees (collectively, “Damages”), asserted against, suffered or incurred by the Company or by any Member (or by any affiliate thereof) arising out of, relating to or in connection with any action taken or omitted by the Indemnified Person within the scope of the authority conferred upon such Indemnified Person by this Agreement or the LLC Act, provided that such Indemnified Person shall have acted in good faith and in the belief that such act or omission was in the best interests of the Company and, provided further, that such Indemnified Person shall not have engaged in fraud, willful misconduct or gross negligence and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The Company shall, and hereby does, indemnify and hold harmless and agrees to defend each Indemnified Person from and against any Damages asserted by any Person (whether against the Company, any Member or such Indemnified Person) or otherwise incurred by such Indemnified Person by reason of any act performed by such Indemnified Person in accordance with the standards set forth in this Section 7.2 or in enforcing the provisions of the indemnities contained in this Section 7.2.  Notwithstanding anything to the contrary contained in this Agreement, no Member shall have any personal liability with respect to the indemnities set forth in this Section 7.2, and any such indemnities shall be satisfied solely out of the assets of the Company.

7.3          Payment of Expenses in Advance.  Expenses incurred in defending a civil or criminal action, suit or proceeding shall be paid out of Company funds in advance of the final

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disposition of such action, suit or proceeding upon receipt of an undertaking by the Indemnified Person to repay such amount unless it shall ultimately be determined that it is entitled to be indemnified by the Company.

7.4          Provisions Not Exclusive.  The exculpation of liability and indemnification provided by this Article VII shall not be deemed exclusive of any other limitation on liability or rights to which those seeking indemnification may be entitled under any statute, agreement, Member vote or otherwise.

ARTICLE 8
TRANSFER OF MEMBERSHIP INTERESTS

8.1          No Restriction on Transfer.  The Member may assign, sell, pledge, encumber, give or otherwise transfer, dispose of or alienate (“Transfer”) all or any portion of its Membership Interest as allowable by the LLC Act and applicable law.

8.2          Admission of New Member.

(a)           Upon a Transfer resulting in more than one Member of the Company, this Agreement shall be amended to reflect such multiple Members’ respective rights, interests and obligations.

(b)           Any transferee, assignee, designee, pledgee or legal representative (each a “Transferee”) of a Member, pursuant to a Transfer permitted under this Agreement, shall execute and deliver such other instruments and documents necessary to cause the Transferee to become a Member, and pay all reasonable expenses in connection with such Transferee’s admission as a Member, including, but not limited to, the cost of preparation and filing of any amendment of this Agreement.

(c)           A Transferee who is admitted as a Member pursuant to this Section 8.2 shall have, to the extent transferred, the rights and powers, and shall be subject to the restrictions and liabilities, of the Member under this Agreement, as amended, and the LLC Act.

(d)           In the event the Member makes any Transfer, the Member agrees to provide (and to cause the Transferee to provide) to the Company such information regarding the consideration or transfer price of such Membership Interests, and any other information that the Company may reasonably request to permit the Company to prepare financial statements and tax returns in a timely manner.

8.3          Terms of Admission of New Member; Creation of Preferred or Special Interests.  The Member shall have the right to admit new Members in exchange for property, cash or services on such terms as the Member may determine, and in connection therewith the Member may create series or classes or groups of Members (including the existing Member) having such relative rights, powers and duties as the Member may from time to time establish, including rights, powers and duties senior to the existing Member and may amend Exhibit A  hereto to reflect changes in Membership Percentages in exchange for any such property, cash or services or resulting from the redemption of Membership Interests.

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ARTICLE 9
DISSOLUTION AND TERMINATION

9.1          Dissolution.  The Company shall continue in perpetuity unless earlier dissolved upon the first to occur of the following:

(a)           the execution by the Member of a written instrument of dissolution;

(b)           the entry of a decree of judicial dissolution of the Company under Section 18-802 of the LLC Act; or

(c)           the sale or other disposition of all or substantially all of the Company’s assets.

9.2          Liquidating Distribution.  In the event of the dissolution of the Company for any reason, the assets of the Company shall be liquidated for distribution in the following rank and order:

(a)           first, to the payment and discharge of all the debts and liabilities in the order of priority as provided by the LLC Act;

(b)           second, to the establishment of any necessary reserves to provide for contingent liabilities, if any; and

(c)           third, to the Member.

9.3          Liquidating Trustee.  Upon the dissolution of the Company, the affairs of the Company shall be wound up and terminated and its assets shall be distributed exclusively by the Person as is selected at the time of dissolution by the Member (the “Liquidating Trustee”).  The Liquidating Trustee shall be empowered to give and receive notices, reports and payments in connection with the dissolution, liquidation and/or winding-up of the Company and shall hold and exercise such other rights and powers as are necessary or required to permit all parties to deal with the Liquidating Trustee in connection with the dissolution, liquidation, and/or winding-up of the Company and to effectuate the termination of the Company.

ARTICLE 10
MISCELLANEOUS

10.1        Amendment.  This Agreement may be modified or amended at any time by the written approval of the Member.

10.2        Further Assurances.  The Member agrees to execute, acknowledge, deliver, file, record and publish such further certificates, instruments and documents, and do such other acts and things as may be required by law or to carry out the intent and purposes of this Agreement.

10.3        Notices.  Any and all notices or other communications provided for herein shall be in writing and shall be considered duly given upon the earliest to occur of (a) personal delivery, (b) two (2) days after being delivered to a nationally recognized overnight courier or

8

service, (c) three (3) days after being mailed by registered or certified mail, return receipt requested, postage prepaid or (d) the delivering party’s receipt of a written confirmation of an electronic transmission.  All notices shall be addressed to the Company at its principal office and to each Member at its address contained on the books of the Company.  Either party may change its address by giving notice to the other party as provided herein.

10.4        Governing Law.  This Agreement is made pursuant to and shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to the conflict of laws principles thereof.

10.5        Captions; Pronouns.  All articles and section headings or captions contained in this Agreement are inserted only as a matter of convenience and for reference and in no way define, limit, extend or describe the scope of this Agreement or the intent of any provision hereof.  As used herein, all pronouns shall include the masculine, feminine, neuter, singular and plural thereof wherever the context and facts require such construction.

10.6        Successor and Assigns.  This Agreement shall be binding upon the parties hereto and their respective executors, administrators, legal representatives, heirs, successors and assigns, and shall inure to the benefit of the parties hereto, and, except as otherwise herein expressly provided, their respective executors, administrators, legal representatives, successors and assigns.

10.7        Severability.  If any provision of this Agreement or application to any party or circumstances shall be determined by any court of competent jurisdiction to be invalid or unenforceable to any extent, the remainder of this Agreement or the application of such provision to any other party or circumstances shall not be affected thereby, and each provision shall be valid and shall be enforced to the fullest extent permitted by law.

10.8        Entire Agreement.  This Agreement, including any exhibits and schedules thereto, contains the entire understanding and agreement of the parties hereto relating to the subject matter and supersedes all prior agreements relative hereto which are not contained herein.

10.9        Counterparts.  This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which, when taken together, shall be deemed one agreement.

Signature page follows.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed on the date first above written.

THE COMPANY:
GRAND ASPEN HOLDINGS, LLC., a Delaware
limited liability company
By:		HTS-ASPEN, L.L.C., its sole member
		By:		/s/ Patrick J. Roxworthy
					Name: Patrick J. Roxworthy
					Title: Vice President - Tax
THE MEMBER:
HTS-ASPEN, L.L.C., a Delaware limited liability
company
By:	/s/ Patrick J. Roxworthy
			Name: Patrick J. Roxworthy
			Title: Vice President - Tax

SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY
OPERATING AGREEMENT
OF GRAND ASPEN HOLDINGS, LLC

EXHIBIT A

MEMBER	CAPITAL CONTRIBUTION		MEMBERSHIP PERCENTAGE
HTS-Aspen, L.L.C.	$	1,000	100	%

EX-3.32

Exhibit 3.32

CERTIFICATE OF FORMATION

OF

GRAND ASPEN LODGING, LLC

ARTICLE I.
NAME

The name of the limited liability company (the “Company”) is Grand Aspen Lodging, LLC.

ARTICLE II.
REGISTERED OFFICE AND REGISTERED AGENT

The address of the registered office of the Company in the State of Delaware is 2711 Centerville Road, Wilmington, Delaware 19808.  The name of the registered agent of the Company in the State of Delaware is the Corporation Service Company.  The address of the registered agent in the State of Delaware is 2711 Centerville Road, Wilmington, Delaware 19808.

ARTICLE III
 DURATION

The duration of the Company is to be perpetual, unless sooner terminated in accordance with the Limited Liability Company Act of the State of Delaware (the “Act”).

ARTICLE IV.
PURPOSE

The purpose of the Company is to engage in any lawful act or activity for which a limited liability company may he organized under the Act.

IN WITNESS WHEREOF, this Certificate has been executed as of this 4th day of January, 2001, by the undersigned authorized signatory who affirms that, to the best of his knowledge and belief, the facts stated herein are true.

Authorized Person:

/s/ Thomas F. Harrison

Thomas F. Harrison

EX-3.33

Exhibit 3.33

LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF
GRAND ASPEN LODGING, LLC

THIS LIMITED LIABILITY COMPANY OPERATING AGREEMENT (this “Agreement”) of Grand Aspen Lodging, LLC, a Delaware limited liability company (the “Company”), dated November 7, 2013, by and between the Company and Grand Aspen Holdings, LLC, a Delaware limited liability company (“Member”), as the sole member of the Company.

W I T N E S S E T H:

WHEREAS, the Company was formed pursuant to Section 18-201 of the Delaware Limited Liability Company Act, as amended (the “LLC Act”) on January 4, 2001 (the “Formation”); and

WHEREAS, the parties hereto now desire to memorialize in writing the operating agreement of the Company upon the terms and conditions hereinafter set forth.

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged, the parties hereto, agree as follows:

ARTICLE I.
DEFINED TERMS; EXHIBITS, SCHEDULES, ETC.

1.1          Definitions.  As used in this Agreement, the following terms shall have the meanings indicated below:

“Capital Contribution” means, with respect to each Member, the amount of money or property contributed to the Company or Partnership by such Member (or predecessor in interest) from time to time.

“Membership Interest” means a Member’s entire interest in the Company, which shall entitle the Member to (i) an interest in the profits, losses, distributable cash, and net proceeds of liquidation of the Company, as set forth herein; (ii) any right to vote as set forth herein or as required under the LLC Act; and (iii) any right to participate in the management of the Company as set forth herein or as required under the LLC Act.  A Membership Interest is personal property and a Member shall have no interest in the specific assets or property of the Company.

“Membership Percentage” means, with respect to each Member, such Member’s percentage ownership interest in the Company set forth on Exhibit A attached hereto, as the same may be amended from time to time to reflect the relative Capital Contribution of each Member.

“Person” means any individual, corporation, general partnership, limited partnership, limited liability company, joint venture, trust, business trust, cooperative, association or other legal entity.

1.2          References.  References to a “Exhibit” are, unless otherwise specified, to one of the exhibits attached to this Agreement, and references to an “Article” or a “Section” are, unless otherwise specified, to one of the articles or sections of this Agreement.

ARTICLE II.
ORGANIZATIONAL MATTERS

2.1          Formation of Company.  Pursuant to the Articles of Organization, the Company has been formed as a limited liability company for the purposes and upon the terms and conditions hereinafter set forth.  Except as provided herein, the rights, duties and liabilities of each Member shall be as provided in the LLC Act.

2.2          Name.  The name of the Company is “Grand Aspen Lodging, LLC” or such other name as may be selected from time to time by the Member.

2.3          Purpose.  The purpose and business of the Company is to engage in any lawful business or activity permitted by the LLC Act.

2.4          Term.  The term of the Company shall commence on the date hereof and shall continue perpetually unless earlier terminated pursuant to Section 9.1 hereof.

2.5          Principal Office.  The location of the Company’s principal office is 71 South Wacker Drive, Chicago, Illinois 60606, or such other place as may be selected by the Member.  The Company may conduct business at such additional places as the Member shall deem advisable.

2.6          Registered Agent and Registered Office.  The statutory agent for service of process and the registered office of the Company in the State of Nevada shall be Corporation Service Company, 2711 Centerville Road, Suite 400, City of Wilmington, New Castle County, Delaware 19808, or such other statutory agent and registered office as the Member may determine from time to time.

2.7          Fiscal Year.  The fiscal year of the Company shall commence on January 1 and end on December 31 of each year or such other date as the Member may select in its discretion from time to time.

ARTICLE III.
CAPITAL CONTRIBUTIONS; ETC.

3.1          Capital Contributions.  The Member shall be deemed for purposes of this Agreement to have contributed to the capital of the Company the consideration set forth opposite the Member’s name on Exhibit A attached hereto.  No Member shall be obligated to make any additional Capital Contributions to the Company.

3.2          Withdrawal; Return of Capital.  Except as specifically provided herein, no Member shall be entitled to any distributions from the Company or to withdraw any part of such Member’s Capital Contribution prior to the Company’s dissolution and liquidation or, when such

withdrawal of capital is permitted, to demand distribution of property other than money.  No Member shall be entitled to interest on its Capital Contribution.

3.3          No Appraisal Rights.  No Member shall have any appraisal rights under the LLC Act.

ARTICLE IV.
DISTRIBUTIONS AND ALLOCATIONS

4.1          Distributions.  The timing and amount of distributions shall be determined by the Member.

4.2          Allocations.  The profits and losses of the Company shall be allocated to the Member.

ARTICLE V.
ACCOUNTING AND ADMINISTRATIVE MATTERS

5.1          Books and Records.  The Company will maintain true, complete and correct books of account of the Company, all in accordance with generally accepted accounting principles applied on a consistent basis.  The books of account shall contain particulars of all monies, goods or effects belonging to or owing to or by the Company, or paid, received, sold or purchased by the Company, and all of such other transactions, matters and things relating to the business of the Company as are usually entered in books of accounts kept by Persons engaged in a business of a like kind and character or as otherwise required pursuant to the LLC Act.

ARTICLE VI.
MANAGEMENT OF COMPANY; OFFICERS

6.1          Member-Managed.  Except as specifically provided herein, the management and control of the Company shall be vested exclusively in the Member.  Without limiting the foregoing, the Member shall be responsible for the establishment of policy and operating procedures respecting the business affairs of the Company and may appoint one or more officers and delegate duties to such officers as herein contemplated.

6.2          Officers — Election and Term of Office.  The Member may at any time or from time to time designate one or more officers of the Company (the “Officers”), which may, but shall not be obligated to, include a President, one or more Vice Presidents, Secretary, Treasurer and one or more Assistant Secretaries or Assistant Treasurers.  Vacancies may be filled or new offices created and filled by the Member.  Each Officer shall hold office until the earlier of his or her resignation or removal, or until his or her successor shall have been duly appointed and qualified in accordance herewith, Each Officer shall perform such duties as specified in this Agreement or as may be prescribed from time to time by the Member.  An individual may serve as an Officer in more than one office.

6.3          Officers — General Rights and Duties.  The Officers are hereby directed and authorized (which direction and authorization is revocable at any time by the Member), on

behalf of and in the name of the Company, to implement all decisions approved by the Member and to conduct the following functions of the Company:

(a)           operate the day-to-day business of the Company in the ordinary course;

(b)           protect and preserve the titles and interests of the Company with respect to the assets owned by or dedicated to the Company;

(c)           keep all books of account and other records of the Company, in accordance with the terms of this Agreement and applicable law;

(d)           carry out the responsibilities of the Company under the partnership, management, operating, leasing and other contractual agreements to which it is a party;

(e)           prepare and file all necessary reports, statements, tax returns and other documents with local, state, federal, provincial, territorial, or foreign agencies or departments in connection with the business of the Company;

(f)            procure and maintain insurance;

(g)           enter into business relationships on behalf of the Company, necessary or appropriate to carry out the business of the Company as shall be designated by the Member; and

(h)           distribute the cash of the Company as provided in Article IV hereof and as directed by the Member.

6.4          Officers — Description of Offices.  The Officers shall have the duties and powers as set forth below:

(a)           President.  The President shall be the principal executive officer of the Company and shall be responsible for the administration and operation of the business and affairs of the Company.  The President may sign with or without the Secretary or any Assistant Secretary, or any other proper Officer of the Company thereunto authorized by the Member, certificates of the Company and any deeds, mortgages, bonds, contracts, or other instruments, except in cases where the execution thereof shall be expressly delegated by the Member to some other Officer or agent of the Company, or shall be required by law to be otherwise signed or executed, and in general shall perform all duties incident to the office of President and such other duties as may be prescribed by the Member from time to time.

(b)           Vice President.  The Vice President, if there shall be one, or if there shall be more than one, the Vice Presidents in the order determined by the Member (or if there be no such determination, then in the order of their election), shall, in the absence, disability or refusal to act of the President, perform the duties of the President, and when so acting, shall have all the power of and be subject to all the restrictions upon

the President.  The Vice President shall also perform such other duties as may be prescribed by the President or the Member from time to time.

(c)           Secretary.  The Secretary shall: (i) keep and be the custodian of the books and records of the Company; (ii) see that all notices are duly given in accordance with the provisions of this Agreement or as required by the LLC Act or other applicable law; (iii) keep a register of the address of each Member, which shall be furnished to the Company by such Member; and (iv) in general perform all duties incident to the office of Secretary and such other duties as may be prescribed by the Member or the President from time to time.

(d)           Treasurer.  The Treasurer shall: (i) have charge and custody of and be responsible for all funds and securities of the Company; (ii) receive and give receipts of moneys due and payable to the Company from any source whatsoever, and deposit all such moneys not otherwise employed in the name of the Company in such bank, savings and loan association, trust company or other depositories as shall be selected by the Member; and (iii) in general perform all the duties incident to the office of Treasurer and such other duties as may be prescribed by the Member or the President from time to time.  If required by the Member, the Treasurer shall give a bond for the faithful discharge of the Treasurer’s duties in such sum and with such surety or sureties as the Member shall determine.

(e)           Assistant Secretary.  The Assistant Secretary, or if there be more than one, the Assistant Secretaries in the order determined by the Member (or if there be no such determination, then in the order of their election), shall, in the absence or disability of the Secretary, perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as the Member or the President may from time to time prescribe.

6.5          Compensation.  The Officers of the Company shall receive such compensation, if any, as may be fixed from time to time by the Member.  No Officer shall be prevented from receiving such compensation by reason of the fact that such Officer is also a Member.

6.6          Resignations.  Any Officer may resign at any time by giving notice to the Member.  A resignation of an Officer need not be accepted in order to be effective.

6.7          Removal.  Any Officer may be removed, with or without cause, by the Member.

6.8          Vacancies.  A vacancy in any office may be filled by the Member.

ARTICLE VII.
LIMITATION ON LIABILITY AND INDEMNIFICATION

7.1          Limitation on Liability.  Except as otherwise provided by the LLC Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and no Indemnified Person

(as defined below) shall be obligated for any such debt, obligation or liability of the Company solely by reason of being a Member or officer, director, manager, partner, principal, equityholder, employee, or affiliate of a Member or the Company.

7.2          Indemnification.  Neither the Member nor any officer, director, manager, partner, principal, equityholder, employee or affiliate of the Member or the Company (each, an “Indemnified Person”), as the case may be shall be liable, responsible or accountable, whether directly or indirectly, in contract or tort or otherwise, to the Company or to any Member (or to any affiliate thereof), as applicable, for any losses, claims, damages, liabilities or expenses, including but not limited to, reasonable attorneys’ fees (collectively, “Damages”), asserted against, suffered or incurred by the Company or by any Member (or by any affiliate thereof) arising out of, relating to or in connection with any action taken or omitted by the Indemnified Person within the scope of the authority conferred upon such Indemnified Person by this Agreement or the LLC Act, provided that such Indemnified Person shall have acted in good faith and in the belief that such act or omission was in the best interests of the Company and, provided further, that such Indemnified Person shall not have engaged in fraud, willful misconduct or gross negligence and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.  The Company shall, and hereby does, indemnify and hold harmless and agrees to defend each Indemnified Person from and against any Damages asserted by any Person (whether against the Company, any Member or such Indemnified Person ) or otherwise incurred by such Indemnified Person by reason of any act performed by such Indemnified Person in accordance with the standards set forth in this Section 7.2 or in enforcing the provisions of the indemnities contained in this Section 7.2.  Notwithstanding anything to the contrary contained in this Agreement, no Member shall have any personal liability with respect to the indemnities set forth in this Section 7.2, and any such indemnities shall be satisfied solely out of the assets of the Company.

7.3          Payment of Expenses in Advance.  Expenses incurred in defending a civil or criminal action, suit or proceeding shall be paid out of Company funds in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by the Indemnified Person to repay such amount unless it shall ultimately be determined that it is entitled to be indemnified by the Company.

7.4          Provisions Not Exclusive.  The exculpation of liability and indemnification provided by this Article VII shall not be deemed exclusive of any other limitation on liability or rights to which those seeking indemnification may be entitled under any statute, agreement, Member vote or otherwise.

ARTICLE VIII.
TRANSFER OF MEMBERSHIP INTERESTS

8.1          No Restriction on Transfer.  The Member may assign, sell, pledge, encumber, give or otherwise transfer, dispose of or alienate (“Transfer”) all or any portion of its Membership Interest as allowable by the LLC Act and applicable law.

8.2          Admission of New Member.

(a)           Upon a Transfer resulting in more than one Member of the Company, this Agreement shall be amended to reflect such multiple Members’ respective rights, interests and obligations.

(b)           Any transferee, assignee, designee, pledgee or legal representative (each a “Transferee”) of a Member, pursuant to a Transfer permitted under this Agreement, shall execute and deliver such other instruments and documents necessary to cause the Transferee to become a Member, and pay all reasonable expenses in connection with such Transferee’s admission as a Member, including, but not limited to, the cost of preparation and filing of any amendment of this Agreement.

(c)           A Transferee who is admitted as a Member pursuant to this Section 8.2 shall have, to the extent transferred, the rights and powers, and shall be subject to the restrictions and liabilities, of the Member under this Agreement, as amended, and the LLC Act.

(d)           In the event the Member makes any Transfer, the Member agrees to provide (and to cause the Transferee to provide) to the Company such information regarding the consideration or transfer price of such Membership Interests, and any other information that the Company may reasonably request to permit the Company to prepare financial statements and tax returns in a timely manner.

8.3          Terms of Admission of New Member; Creation of Preferred or Special Interests.  The Member shall have the right to admit new Members in exchange for property, cash or services on such terms as the Member may determine, and in connection therewith the Member may create series or classes or groups of Members (including the existing Member) having such relative rights, powers and duties as the Member may from time to time establish, including rights, powers and duties senior to the existing Member and may amend Exhibit A hereto to reflect changes in Membership Percentages in exchange for any such property, cash or services or resulting from the redemption of Membership Interests.

ARTICLE IX.
DISSOLUTION AND TERMINATION

9.1          Dissolution.  The Company shall continue in perpetuity unless earlier dissolved upon the first to occur of the following:

(a)           the execution by the Member of a written instrument of dissolution;

(b)           the entry of a decree of judicial dissolution of the Company under Section 18-802 of the LLC Act; or

(c)           the sale or other disposition of all or substantially all of the Company’s assets.

9.2          Liquidating Distribution.  In the event of the dissolution of the Company for any reason, the assets of the Company shall be liquidated for distribution in the following rank and order:

(a)           first, to the payment and discharge of all the debts and liabilities in the order of priority as provided by the LLC Act;

(b)           second, to the establishment of any necessary reserves to provide for contingent liabilities, if any; and

(c)           third, to the Member.

9.3          Liquidating Trustee.  Upon the dissolution of the Company, the affairs of the Company shall be wound up and terminated and its assets shall be distributed exclusively by the Person as is selected at the time of dissolution by the Member (the “Liquidating Trustee”).  The Liquidating Trustee shall be empowered to give and receive notices, reports and payments in connection with the dissolution, liquidation and/or winding-up of the Company and shall hold and exercise such other rights and powers as are necessary or required to permit all parties to deal with the Liquidating Trustee in connection with the dissolution, liquidation, and/or winding-up of the Company and to effectuate the termination of the Company.

ARTICLE X.
MISCELLANEOUS

10.1        Amendment.  This Agreement may be modified or amended at any time by the written approval of the Member.

10.2        Further Assurances.  The Member agrees to execute, acknowledge, deliver, file, record and publish such further certificates, instruments and documents, and do such other acts and things as may be required by law or to carry out the intent and purposes of this Agreement.

10.3        Notices.  Any and all notices or other communications provided for herein shall be in writing and shall be considered duly given upon the earliest to occur of (a) personal delivery, (b) two (2) days after being delivered to a nationally recognized overnight courier or service, (c) three (3) days after being mailed by registered or certified mail, return receipt requested, postage prepaid or (d) the delivering party’s receipt of a written confirmation of a electronic transmission.  All notices shall be addressed to the Company at its principal office and to each Member at its address contained on the books of the Company.  Either party may change its address by giving notice to the other party as provided herein.

10.4        Governing Law.  This Agreement is made pursuant to and shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to the conflict of laws principles thereof.

10.5        Captions; Pronouns.  All articles and section headings or captions contained in this Agreement are inserted only as a matter of convenience and for reference and in no way define, limit, extend or describe the scope of this Agreement or the intent of any

provision hereof.  As used herein, all pronouns shall include the masculine, feminine, neuter, singular and plural thereof wherever the context and facts require such construction.

10.6        Successor and Assigns.  This Agreement shall be binding upon the parties hereto and their respective executors, administrators, legal representatives, heirs, successors and assigns, and shall inure to the benefit of the parties hereto, and, except as otherwise herein expressly provided, their respective executors, administrators, legal representatives, successors and assigns.

10.7        Severability.  If any provision of this Agreement or application to any party or circumstances shall be determined by any court of competent jurisdiction to be invalid or unenforceable to any extent, the remainder of this Agreement or the application of such provision to any other party or circumstances shall not be affected thereby, and each provision shall be valid and shall be enforced to the fullest extent permitted by law.

10.8        Entire Agreement.  This Agreement, including any exhibits and schedules thereto, contains the entire understanding and agreement of the parties hereto relating to the subject matter and supersedes all prior agreements relative hereto which are not contained herein.

10.9        Counterparts.  This Agreement may be executed in one or more counterparts, each of which shall be deemed an, original, and all of which, when taken together, shall be deemed one agreement.

Signature page follows.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed on the date first above written.

THE COMPANY:
GRAND ASPEN LODGING, LLC, a Delaware
limited liability company
By:	GRAND ASPEN HOLDINGS, LLC, a
	Delaware limited liability company, its sole
	member
By:	HTS-ASPEN, L.L.C., a Delaware limited
	liability company, its sole member
	By:	/s/ Patrick J. Roxworthy
	Name:		Patrick J. Roxworthy
	Title:		Vice President - Tax
THE MEMBER:
GRAND ASPEN HOLDINGS, LLC, a Delaware
limited liability company, its sole member
By:	HTS-ASPEN, L.L.C., a Delaware limited
	liability company, its sole member
	By:	/s/ Patrick J. Roxworthy
	Name:		Patrick J. Roxworthy
	Title:		Vice President — TAX

LIMITED LIABILITY COMPANY OPERATING AGREEMENT
OF GRAND ASPEN LODGING, LLC

EXHIBIT A

MEMBER	CAPITAL CONTRIBUTION		MEMBERSHIP PERCENTAGE
GRAND ASPEN HOLDINGS, LLC	$	1,000	100	%

EX-3.34

Exhibit 3.34

CERTIFICATE OF LIMITED PARTNERSHIP
OF
HIGHLANDS INN INVESTORS II, L.P.

This Certificate (the “Certificate”) of Limited Partnership of HIGHLANDS INN INVESTORS II, L.P., a Delaware limited partnership (the “Partnership”), is being executed on December 18, 1995.

It is, therefore, certified as follows:

1.Name.  The name of the Partnership is:

Highlands Inn Investors II, L.P.

2.Registered Office and Registered Agent.  The registered office of the Partnership in the State of Delaware is located at 1209 Orange Street, Wilmington, County of New Castle, Delaware 19801.  The name of the registered agent of the Partnership for service of Process at such address is The Corporation Trust Company.

3.Name and Address of General Partner.  The name and address of the General Partner of the Partnership is, as follows:

HT - Highlands, Inc.

200 W. Madison Street

Chicago, Illinois 60606

4.Certificate.  This Certificate has been duly executed and filed in accordance with the provisions of Section 17-201 of the Delaware Revised ‘Uniform Limited Partnership Act.

IN WITNESS WHEREOF, the undersigned has duly executed this certificate as of the day and year first above written.

HT – HIGHLANDS, INC., a Delaware corporation
By:	/s/ Michael Schindler
	Its:	VP

CERTIFICATE OF AMENDMENT

TO

CERTIFICATE OF LIMITED PARTNERSHIP

OF

HIGHLANDS INN INVESTORS II, L.P.

Highlands Inn Investors, L. P., a limited partnership organized under the Delaware Revised Uniform Limited Partnership Act (the “Act”), for the purpose of amending its Certificate of Limited Partnership pursuant to Section 17-202 of the Act, hereby certifies that Paragraph 2 of the certificate of Limited Partnership is amended to read in its entirety as follows:

1.Registered Office and Registered Agent.  The registered office of the Partnership in the State of Delaware is located at 1013 Centre Road, Wilmington, County of New castle, Delaware 19805.  The name of the registered agent of the Partnership for service of process at such address is The Prentice-Hall corporation system, Inc.

IN WITNESS WHEREOF, Highlands Inn Investors II, L.P. has caused this Certificate of Amendment to be duly executed by its sole general partner on this 19th day of August, 1996.

HT-HIGHLANDS, INC., a Delaware corporation
By:	/s/ Kenneth R. Posner
	Its:	Vice President & Treasurer
		Kenneth R. Posner

2

EX-3.35

Exhibit 3.35

AGREEMENT OF LIMITED PARTNERSHIP

OF

HIGHLANDS INN INVESTORS II, L.P.

TABLE OF CONTENTS

PRELIMINARY STATEMENT		1
ARTICLE I	Definitions	1
ARTICLE II	Formation of Partnership	8
2.1	Formation	8
2.2	Place of Business	8
2.3	Purpose and Business	8
2.4	Filing of Partnership Documents	8
2.5	Term	9
ARTICLE III	Capital Contributions	9
3.1	Initial Capital Contributions	9
3.2	Additional Capital Contributions	9
3.3	Limitation of Liability	9
3.4	No Withdrawal	10
3.5	Capital Accounts	10
3.6	Additional Partners	10
3.7	Partnership Percentages	11
3.8	No Third Party Beneficiaries	11
ARTICLE IV	Allocation of Partnership Items; Distributions	11
4.1	Net Profits Allocations	11
4.2	Net Losses Allocations	12
4.3	Special Allocations	12
4.4	Curative Allocations	13
4.5	Tax Allocations	13
4.6	Allocations Subsequent to Assignment or Admission of Additional Partners	14
4.7	Distributions	14
4.8	Allocation of Nonrecourse Liabilities	14
ARTICLE V	Management of the Partnership	15
5.1	Management	15
5.2	Independent Activities; Other Businesses	17
5.3	Duties; Reimbursement	17
5.4	Additional Compensation to the General Partner; Transactions with Affiliates	18
5.5	Limitation of Liability	18
5.6	Indemnification	18
5.7	Authority to Bind Partnership	19
5.8	Waiver of Fiduciary and Statutory Rights	19
5.9	Assistance of Limited Partner and Limited Partner Principals in Obtaining Conversion Approvals	19
ARTICLE VI	Financial Matters	19

6.1	Books and Accounts	19
6.2	Accounting and Reports	20
6.3	Fiscal Year	20
6.4	Banking	20
6.5	Tax Returns	20
6.6	Tax Elections	20
6.7	Tax Audits	20
6.8	Designation of Tax Matters Partner	20
6.9	Duties of Tax Matters Partner	21
6.10	Authority of Tax Matters Partner	21
6.11	Expenses of Tax Matters Partner; conflicts of interest	22
ARTICLE VII	Power of Attorney	22
7.1	Grant of Power	22
7.2	Nature of Power	23
7.3	Effect of this Article	23
ARTICLE VIII	Transfer of General Partnership Interest	23
8.1	Withdrawal of General Partner	23
8.2	Admission of a Successor or Additional General Partner	24
8.3	Effect of Bankruptcy, Death, withdrawal, Dissolution or Incompetency of a General Partner	24
8.4	Tag-Along Rights	25
ARTICLE IX	Transfer of Limited Partnership Interest	25
9.1	Purchase for Investment	25
9.2	Restrictions on Transfer of Limited Partners’ Interests	26
9.3	Permitted Transfers of Limited Partners’ Interests	26
9.4	Right of First Refusal	26
9.5	Admission of Substitute Limited Partner	27
9.6	Rights of Assignee of Partnership Interest	29
9.7	Effect of Bankruptcy, Death or Incompetence of a Limited Partner	29
9.8	Bankrupt Limited Partner	29
ARTICLE X	Dissolution and Liquidation	30
10.1	Liquidation	30
10.2	Distribution of Proceeds	31
10.3	Accounting	31
10.4	Certificate of Cancellation	32
10.5	Right Limited to Partnership Assets	32
ARTICLE XI	Amendments	32
11.1	Right of General Partner to Amend	32
11.2	Limitations on Amendments	32
11.3	Amendments on Admission or Withdrawal of Partners	32
11.4	Management of the Partnership	33

ii

ARTICLE XII	General Provisions	33
12.1	Notices	33
12.2	Governing Law	33
12.3	Headings	33
12.4	Additional Documents	33
12.5	Counterparts	33
12.6	Successors and Assigns	33
12.7	Waiver	34
12.8	Representations and Warranties	34
12.9	Severability	34
12.10	Merger	34
12.11	Pronouns	34
12.12	Certificate of Limited Partnership and Amendments	34
12.13	Signatures	34

iii

AGREEMENT OF LIMITED PARTNERSHIP
OF HIGHLANDS INN INVESTORS L.P.

This Agreement is made and entered into this 21st day of December, 1995 by and between HT-HIGHLANDS, INC., a Delaware corporation (“HT”), and HIGHLANDS INN INVESTORS, an Illinois limited partnership (“HII”).

PRELIMINARY STATEMENT

The parties desire to form a limited partnership under the provisions of the Revised Uniform Limited Partnership Act of the State of Delaware in accordance with the terms and conditions hereinafter set forth.

NOW, THEREFORE, in consideration of the foregoing, the mutual covenants and conditions hereinafter set forth, and for other good and valuable consideration, the parties agree as follows:

ARTICLE I
Definitions

For purposes of this Agreement, unless otherwise specifically herein provided, the following terms shall have the respective meanings indicated below.  Any references in this Agreement to particular sections, articles, schedules or exhibits shall, unless expressly otherwise provided or unless the context otherwise requires, be deemed to refer to the specific sections, articles, schedules or exhibits in this Agreement. In addition, the words “hereof”, “herein”, “hereunder” and words of similar import refer to this Agreement as a whole, and not to any particular article.

“Act” shall mean the Revised Uniform Limited Partnership Act of the state of Delaware, as such Act has been amended or is amended from time to time hereafter.

“Additional Units” shall have the meaning set forth in Section 3.6.

“Adjusted Capital Account Deficit” shall mean, with respect to any Limited Partner, the deficit balance, if any, in such Limited Partner’s Capital Account as of the end of any relevant Fiscal Year, after giving effect to the following adjustments:

(a)credit to such Capital Account any amounts which such Limited Partner is obligated or treated as obligated to restore with respect to any deficit balance in such Capital Account pursuant to Section 1.704-l(b) (2)(ii)(c) of the Regulations, or is deemed to be obligated to restore with respect to any deficit balance pursuant to the penultimate sentences of Sections l.704-2(g) (1) and l.704-2(i) (5) of the Regulations; and

(b)debit to such Capital Account the items described in Sections 1.704-1 (b) (2)(ii)(d)(4)(5) and (6) of the Regulations.

The foregoing definition of Adjusted Capital Account Deficit is intended to comply with the requirements of the alternate test for economic effect contained in Section 1.704-l(b) (2)(ii)(d) of the Regulations and shall be interpreted consistently therewith.

“Affected Gain” shall have the meaning set forth in Section 4.5(b).

“Affiliate” shall mean, as to any Partner (or as to any other person the affiliates of whom are relevant for purposes of any of the provisions of this Agreement) any corporation, partnership, joint venture, trust or individual controlled by, under common control with, or which controls, directly or indirectly, such Partner or other person.  The term “control” for these purposes means the ability, whether by direct or indirect ownership of shares or other equity interests, by contract or otherwise, to elect a majority of the directors of a corporation, to select the managing partner of a partnership, or otherwise to select, or have the power to remove and then select, a majority of those persons exercising governing authority over an entity, and, in the case of a limited partnership, shall mean the sole general partner thereof, all of the general partners thereof to the extent each has equal management control or authority, or the managing general partner or managing general partners thereof, as appropriate (and in any event shall mean the ownership and control that is the right to vote of fifty percent 50% or more of the residual equity interests in an entity). The term “Affiliate” shall also mean and include (i) a trust of which the Partner, or other applicable person, or a direct or indirect shareholder of such Partner or other person, is a trustee, or which has as its principal income or residual beneficiaries, such Partner or other person, or any direct or indirect shareholder of such Partner or other person, or members of the immediate family of such Partner, direct or indirect shareholder or other person, and (ii) any members of such Partner’s or other person’s immediate family, or a member of the immediate family of any direct or indirect shareholder of such Partner or other person.

The term “immediate family” shall mean, with respect to any natural person, the spouse, parents, siblings, or descendants of such person.  For purposes hereof, shares or other ownership interests held by a trust shall be deemed to be owned pro rata by the income and residuary beneficiaries of such trust.

“Agreement” shall mean this Agreement of Limited Partnership, as it may hereafter be amended from time to time.

“Amended Management Agreement”  shall mean the Management Agreement, as amended by that certain Amendment to Management Agreement executed concurrently with the execution and delivery hereof.

“Assumed Liabilities” shall have the meaning set forth in the Formation Agreement.

“Bankruptcy” or “Bankrupt” shall mean, as to any person (including, without limitation, any Partner, the Partnership or other relevant person), (i) any proceeding brought by or against such person under the United States Bankruptcy Code, or any successor thereto, as amended, or any state laws providing for the relief of debtors, except that, in the case of an involuntary proceeding brought against any such person, only if such proceeding shall not have been withdrawn, stayed or discharged within sixty (60) days after the institution thereof, unless, within such sixty (60) day period, such person shall have consented to the institution thereof;

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(ii) admission in writing of the inability of such person to pay its debts as they come due; (iii) the making of an assignment for the benefit of the creditors of such person; (iv) if such person shall become insolvent (except that, for purposes hereof, no Partner shall be deemed insolvent merely by reason of the fact that it has a negative balance in its Capital Account or by reason of the fact that the amount of its liabilities exceeds the amount of its assets by an amount equal to or less than the negative balance of such Partner’s Capital Account); or (v) the entry of an order, judgment or decree against such person in an amount in excess of $100,000 which continues unpaid, unstayed or undischarged for more than sixty (60) days after the entry thereof.

“Bankrupt Partner” shall have the meaning set forth in Section 9.8.

“Capital Account” shall mean, with respect to any Partner, the separate “book” account established and maintained for such Partner in accordance with Section 704 (b) of the Code and Section 1.704-l(b)(2)(iv) of the Regulations and in accordance with such other provisions of Section 1.704-l(b) of the Regulations that must be complied with in order for the Capital Accounts to be determined in accordance with the provisions of said Regulations.  In furtherance of the foregoing, the Capital Accounts shall be maintained in compliance with Section 1.704- 1(b)(2)(iv) of the Regulations, and the provisions hereof shall be interpreted and applied in a manner consistent therewith.

“Code” shall mean the Internal Revenue Code of 1986, as amended, or any replacement or successor Code thereto.

“Conversion” shall mean a conversion of the Hotel to time share ownership.

“Conversion Approvals” shall mean all governmental approvals and licenses required to be obtained in connection with a Conversion.

“Conversion Date” shall mean the later of (a) the third anniversary of the date hereof and (b) the date upon which all Conversion Approvals shall have been obtained by the Partnership.

“Cumulative Preferred Return” shall mean, at any time, an amount equal to the aggregate of the Preferred Return for the fiscal year during which such Cumulative Preferred Return is determined and all previous fiscal years, whether distributed in the year accrued or added to Preferred Capital.

“Depreciation” shall mean, if there is no difference between the fair market value and the adjusted tax basis of property upon the contribution of such property to the Partnership or upon the revaluation of such property pursuant to Treas. Reg. Section 1.704-l(b)(2)(iv)(f), depreciation, depletion or amortization, as the case may be, allowed or allowable for federal income tax purposes (“Tax Depreciation”); otherwise, Depreciation shall mean book depreciation, depletion or amortization as determined under Treas. Reg. Section 1.704-l(b)(2)(iv)(g) (“Book Depreciation”) and the Partners’ Capital Accounts shall be adjusted in accordance with said Treasury Regulation.

“Existing Indebtedness” shall have the meaning set forth in the Formation Agreement.

“Existing Manager” shall mean Coastal Hotel Group, Inc., a Delaware corporation.

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“Formation Agreement” shall mean that certain Formation and Contribution Agreement dated the date hereof, between HT and HII.

“General Partner” shall mean HT, its duly admitted successors or assigns or any person who is a general partner of the Partnership at the time of reference thereto.

“Gross Asset Value” shall mean, with respect to any asset of the Partnership, the asset’s adjusted basis for federal income tax purposes, except as follows:

(a)the initial Gross Asset Value of any asset contributed by a Partner to the Partnership shall be the gross fair market value of such asset, as reasonably determined by the General Partner and the contributing Partner;

(b)if the General Partner reasonably determines that such adjustment is necessary or appropriate to reflect the relative economic interests of the Partners in the Partnership, the Gross Asset Values of all Partnership assets shall be adjusted to equal their respective gross fair market values, as reasonably determined by the Partners, as of the following times: (i) the acquisition of an additional Partnership Interest in the Partnership by any new or existing Partner in exchange for more than a de minimis Capital Contribution; (ii) the distribution by the Partnership to a Partner of more than a de minimis amount of Partnership property as consideration for a Partnership Interest in the Partnership; and (iii) the liquidation of the Partnership within the meaning of Regulation Section 1.704-l(b)(2)(ii)(g);

(c)the Gross Asset Values of Partnership assets distributed to any Partner shall be the gross fair market values of such assets (taking Code Section 7701(g) into account) as reasonably determined by the Partners as of the date of distribution; and

(d)the Gross Asset Values of Partnership assets shall be increased (or decreased) to reflect any adjustments to the adjusted basis of such assets pursuant to Code Section 734(b) or Code Section 743(b), but only to the extent that such adjustments are taken into account in determining Capital Accounts pursuant to Regulation Section 1.704-l(b)(2)(iv)(m) and Section 4.3(f); provided, however, that Gross Asset Values shall not be adjusted pursuant to this paragraph to the extent the Partners reasonably determine that an adjustment pursuant to Paragraph (b) above is necessary or appropriate in connection with a transaction that would otherwise result in an adjustment pursuant to this Paragraph.

At all times, Gross Asset Values shall be adjusted by Depreciation, which Depreciation is taken into account with respect to the Partnership’s assets for purposes of computing Net Profits or Net Losses.  Any adjustment to the Gross Asset Values of Partnership property shall require an adjustment to the Partners’ Capital Accounts; as for the manner in which such adjustments are allocated to the Capital Accounts, see Paragraph (d) of the definition of Net Profits and Net Losses in the case of adjustments by Depreciation, and see Paragraph (c) of said definition in all other cases.

“Hotel” shall have the meaning set forth in the Formation Agreement.

“Initial Preferred Capital” shall mean the amount contributed by the General Partner ·pursuant to Section 3.1.

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“Liens” shall have the meaning set forth in the Formation Agreement.

“Limited Partner” shall mean HII, its duly admitted successors and assigns or any person who is a limited partner of the Partnership at the time of reference thereto.

“Limited Partner Principals” shall mean Cary L. Neiman and Phillip Wilhelm.

“Limited Partner Principal Permitted Transferees” shall mean, with respect to either Limited Partner Principal, (a) the descendants and spouse of such person, (b) a trust for the primary benefit of such person or such person’s descendants and/or spouse, (c) where such person is a trust, the primary beneficiaries of such person or the descendants and/or spouse of such beneficiaries, and (d) the other Limited Partner Principal.

“Liquidation Committee” shall have the meaning set forth in Section 10.1.

“Management Agreement” shall mean that certain Management Agreement dated December 15, 1993, by and between HII and the Manager.

“Net Cash Flow” shall mean, with respect to any fiscal period of the Partnership, the excess, if any, of “Receipts” over “Expenditures”.  For purposes hereof, the term “Receipts” shall mean the sum of all cash receipts of the Partnership from all sources for such period, including capital contributions and loan and sale proceeds, and any amount of previously established Reserves which the General Partner, in its reasonable discretion, determines is no longer to be held as Reserves.  The term “Expenditures” means the sum of (a) all cash expenses (including without limitation capital expenditures) of the Partnership for such period, (b) the amount of all payments of principal and interest on account of any indebtedness of the Partnership and (c) such additional reasonable cash Reserves as of the last day of such period as the General Partner deems necessary for any capital or operating expenditure permitted hereunder; provided, however the term “Expenditures” shall not include any expenditures, the source of funds for which is previously established Reserves.

“Net Profits” or “Net Losses” shall mean the taxable income or loss of the Partnership for Federal income tax purposes determined in accordance with Section 703(a) of the Code as of the close of the Partnership’s fiscal year (or such other time as may be required by this Agreement); inclusive of all items of income, gain, loss or deduction required to be separately taxed pursuant to said Section 703(a) of the Code, with the following adjustments:

(a)from federal in computing such taxable any income of the Partnership that is exempt income tax and not otherwise taken into account Net Profits or Net Losses shall be added to income or loss;

(b)any expenditures of the Partnership described in Section 705(a)(2)(B) of the Code or treated as Section 705(a)(2)(B) expenditures under Section 704(b) of the Code and not otherwise taken into account in computing Net Profits or Net Losses shall be subtracted from such taxable income or loss;

(c)gain or loss resulting from any disposition of Partnership property with respect to which gain or loss is recognized for federal income tax purposes

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shall be computed by reference to the Gross Asset Value of such property rather than its adjusted tax basis;

(d)in lieu of the depreciation, depletion, amortization and other cost recovery deductions taken into account in computing taxable income or loss, there shall be taken into account Depreciation; and

(e)in the event of an adjustment of the Gross Asset Value of any Partnership asset which requires that the Capital Accounts of the Partnership be adjusted pursuant to Treas. Reg. Sections 1.704-l(b)(2)(iv)(e)(f), and (m), the amount of such adjustments are, in the case of Treas. Reg. Section 1.704-l(b)(2)(iv) (e) and (f), to be taken into account as gain or loss from a taxable disposition of Partnership property pursuant to Paragraph (c) above, and, in the case of Treas. Reg. Section 1.704-l(b) (2)(iv)(m), to be taken into account as additional Net Profits or Net Losses.

“Nonrecourse Deductions” shall mean, for a Partnership fiscal year, the net increase in the amount of Partnership Minimum Gain during such Partnership fiscal year, less the aggregate amount of any distributions (whether actual or deemed) during such fiscal year of proceeds of Nonrecourse Liabilities (other than Partner Nonrecourse Deductions) that are allocable to an increase in Partnership Minimum Gain, determined in accordance with Section 1.704-2(b) (1) and (c) of the Regulations.

“Nonrecourse Liabilities” shall have the meaning ascribed to it in Section 1.704-2(b)(3) of the Regulations.

“Partner Nonrecourse Deductions” shall have the meaning set forth in Section 1.704-2(i)(2) of the Regulations.

“Partners” shall mean the General Partner, the Limited Partner, and their respective duly admitted successors or assigns, or any person who is a Partner of the Partnership at the time of reference thereto.

“Partnership” shall mean the Delaware limited partnership organized hereunder.

“Partnership Interest” shall mean the ownership interest of a Partner in the Partnership from time to time including the right of such Partner to any and all benefits to which such Partner may be entitled in this Agreement, together with the obligations of such Partner to comply with all of the terms and provisions of this Agreement and of applicable law, and shall include, without limitation, each Partner’s Partnership Percentage and Capital Account.  Whenever in this Agreement reference is made to a particular percentage of a Partner’s Partnership Interest it shall be deemed to refer to such Partner’s Partnership Percentage and shall include a proportionate amount of such Partner’s other interests in the Partnership, including such Partner’s right to Preferred Returns and/or priority distributions of Preferred Capital, if any.

“Partnership Minimum Gain” shall have the meaning set forth in Section 1.704-2(b)(2) of the Regulations.

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“Partnership Percentages” shall mean the percentage interests of each of the General Partner and the Limited Partner as set forth in Section 3.7, as the same may be adjusted from time to time in accordance with the provisions of this Agreement.

“Permitted Exceptions” shall have the meaning set forth in the Formation Agreement.

“Preferred Capital” shall mean, with respect to the General Partner, the sum of (a) the Initial Preferred Capital plus amounts contributed from time to time by the General Partner to the capital of the Partnership pursuant to Section 3.2, and (b) the amounts added to “Preferred Capital” in accordance with the definition of “Unpaid Preferred Return”.

“Preferred Return” shall mean, as determined for each fiscal year or portion thereof, (x) for the period from the date hereof to and including September 30, 1998, (i) a return of 25% per annum on that portion of the Unreturned Preferred Capital representing the unreturned portion of the Initial Preferred Capital; and (ii) a return of 13% per annum on the balance of the Unreturned Preferred Capital, from time to time during such year or portion thereof, and, (y) for the period on and after July 1, 1998 and thereafter until the Unreturned Preferred Capital has been reduced to zero (0), a return of 13% per annum on the entire amount of Unreturned Preferred Return from time to time remaining during such fiscal year.

“Pritzker Affiliate” shall mean (i) any direct lineal descendant of Nicholas J. Pritzker, deceased, or their respective current or former spouses, (ii) any trust the sole beneficiaries of which are one or more of the persons described in clause (i) above, and (iii) any general or limited partnership or corporation or limited liability company, or other entity, all of the direct and indirect ownership interests in which are owned, directly or indirectly, by one or more of the persons or entities described in clause (i) or (ii) above.

“Property” shall have the meaning set forth in the Formation Agreement.

“Purchase Notice” shall have the meaning set forth in Section 9.8.

“Regulations” or “Treas. Regs.” shall mean the proposed, temporary and final regulations promulgated by the Treasury Department pursuant to the Code.

“Reserves” shall mean payments made or amounts allocated during any period to reserves which shall be maintained in amounts deemed sufficient by the General Partner, in its reasonable discretion, for working capital, to pay taxes, insurance, debt service or to pay for repairs, replacements, capital improvements or renewals or other costs and expenses incident to the business of the Partnership.

“Sale Notice” shall have the meaning set forth in Section 8.4.

“Section 704(c) Tax Items” shall have the meaning set forth in Section 4.5(c).

“Tag-Along Right” shall have the meaning set forth in Section 8.4.

“Tax Items” shall have the meaning set forth in Section 4.5(a).

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“Timing Requirement” shall have the meaning set forth in Section 10.2.

“Substitute Limited Partner” shall mean any assignee of a Partner’s Partnership Interest admitted as a substitute limited partner pursuant to Article IX hereof.

“Unpaid Preferred Return” shall mean, at any time during each fiscal year, an amount equal to the excess of (a) the Preferred Return for such fiscal year through such time over (b) the aggregate of all previous distributions to the General Partner pursuant to Section 4.7(a) during such year.  The Unpaid Preferred Return, if any, on the last day of each fiscal year shall be added to Preferred Capital and shall no longer be deemed to be “Unpaid Preferred Return”.

“Unreturned Preferred Capital” shall mean at any time an amount equal to the excess of the Preferred Capital at such time over the aggregate of all previous distributions to the General Partner pursuant to Section 4.7(b) or Section 3.6, all such distributions to be applied first in reduction of the Initial Preferred Capital until the Initial Preferred Capital shall have been reduced to zero (0).

ARTICLE II
Formation of Partnership

2.1Formation.  The parties hereto hereby agree to and hereby establish the Partnership as a limited partnership pursuant to the Act.  The name of the Partnership shall be “Highlands Inn Investors II, L.P.”, or such other name as the General Partner may from time to time designate.

2.2Place of Business. The principal place of business of the Partnership shall be located at the offices of the General Partner, 200 West Madison Street, 38th Floor, Chicago, Illinois 60606, or at such other place or places as the General Partner may hereafter determine.

2.3Purpose and Business.  The purpose and business of the Partnership shall be to hold title to, redevelop, operate, lease, manage, sell (in whole or in part), finance and otherwise deal with the Hotel (and any other property acquired upon any exchange of the Hotel), including to undertake a Conversion, and to conduct any other business or businesses permissible under the Act.  However, the General Partner shall be under no obligation to undertake a conversion and the decision as to whether to proceed with such Conversion and the timing and scope thereof shall be in the sole and absolute discretion of the General Partner.  The Partnership shall have all powers necessary or desirable to accomplish these purposes.

2.4Filing of Partnership Documents.  Promptly upon the execution and delivery of this Agreement, the General Partner shall cause an executed Certificate of Limited Partnership (the “Certificate”) which is consistent with the provisions of this Agreement and in the form required by the Act to be filed for record in the Office of the Secretary of State of Delaware and in such additional offices as may be designated by the Act or other applicable law.  The Partners shall sign, acknowledge and verify such applications, affidavits and other documents as may be required by the Act or other applicable law to be signed, acknowledged or verified in connection with the conduct of the Partnership business (including, without limitation, qualification of the Partnership as a foreign limited partnership under the laws of the State of California) and shall cause them to be filed or recorded, as required, in the appropriate governmental offices.

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2.5Term. The Partnership shall continue in existence until the first to occur of the following:

(a)the disposition by the Partnership of all, or substantially all, of its assets;

(b)a dissolution of the Partnership pursuant to Article VIII or Article X;

(c)a dissolution required by law; or

(d)December 31, 2050.

ARTICLE III
Capital Contributions

3.1Initial Capital Contributions.

(a)Concurrently with the execution and delivery of this Agreement, the General Partner shall contribute to the capital of the Partnership the amount of $14,000,000 in cash, which contribution will be used to prepay a portion of the outstanding principal balance of the Existing Indebtedness.

(b)Concurrently with the execution and delivery of this Agreement, the Limited Partner shall contribute the Property to the capital of the Partnership, free and clear of all Liens other than the Permitted Exceptions, and the Partnership shall assume the Assumed Liabilities, upon the terms and subject to the conditions set forth in the Formation Agreement.  The parties agree that the Gross Asset Value of the Property (net of the Assumed Liabilities) is $1.

3.2Additional Capital Contributions.  In the event that the General Partner from time to time shall determine that additional funds are necessary or desirable for any partnership purpose, in excess of other funds anticipated to be available to the Partnership, then the General Partner may, but shall not be obligated to, make an additional capital contribution to the Partnership either in cash or property.  No Partner shall be required or permitted to make any additional capital contribution to, or other financial accommodation for the benefit of, the Partnership except as expressly provided herein.

3.3Limitation of Liability.  The Limited Partner shall not be bound by, or be personally liable for, the expenses, liabilities or obligations of the Partnership or the General Partner and the liability of the Limited Partner shall be limited solely to the amount of his or its contribution to the capital of the Partnership as provided in this Agreement.  It is the intent of the Partners that, to the fullest extent permitted by applicable law, no distribution (or any part of any distribution) made to any Limited Partner pursuant to Article IV shall be deemed to be a return or withdrawal of capital and that no Limited Partner shall be obligated to pay any such amount to or for the account of the Partnership or any creditor of the Partnership.  The foregoing to the contrary notwithstanding, if any court of competent jurisdiction holds that, notwithstanding the provisions of this Agreement, the Limited Partner is obligated to make any such payment, such obligation shall be the obligation of the Limited Partner and not of the General Partner.

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3.4No Withdrawal.  The Partnership shall not be obligated to redeem or repurchase any Partnership Interest, no capital contribution or portion thereof may be withdrawn by any Partner and no distribution is required to be made to any Partner except in accordance with the provisions of this Agreement.  No Partner shall be entitled to demand any property from the Partnership other than cash.

3.5Capital Accounts.  An individual Capital Account shall be maintained for each Partner.  No interest shall be paid or accrued on the Capital Account of any Partner.

3.6Additional Partners.  Whenever the General Partner shall in its sole discretion, determine that additional funds are required for the purposes contemplated herein which the General Partner is unwilling to provide pursuant to Section 3.2, the General Partner shall have the right to issue Additional Units of general or limited partnership interest (the “Additional Units”) to any person other than the General Partner or an Affiliate of the General Partner.  The Additional Units shall have such rights with respect to Partnership Percentages, distributions of cash or property and allocations of Net Profits and Net Losses, and otherwise shall have such terms and provisions as the General Partner shall, in its discretion determine.

Upon issuance of Additional Units, an appropriate amendment to this Agreement shall be entered into among all Partners, including, without limitation, those Partners admitted to the Partnership in connection with the issuance of Additional Units.  Anything in Article VII to the contrary notwithstanding, the Power of Attorney granted pursuant to Article VII shall include the power and authority to execute, acknowledge and deliver any such amendment which the General Partner deems necessary or advisable in connection with the issuance of Additional Units.

Except as otherwise herein expressly provided, any amendments entered into in connection with the issuance of Additional Units shall, to the extent the same allocate a Partnership Percentage to the purchasers of the Additional Units, the amount of the Partnership Percentages allocated to said purchasers shall be allocated solely from the Partnership Percentage of the General Partner, it being understood that the Partnership Percentage of the Limited Partner shall not thereby be reduced.

Notwithstanding the provisions set forth in the preceding paragraph of this Section 3.6, in the event any capital contribution made in connection with the issuance of Additional Units shall be distributed to the Partners of the Partnership (other than the purchasers of the Additional Unit), the Limited Partner shall have the right to elect either to receive its share of any such distribution (if any) or to forego the receipt thereof (in which event the amount which would otherwise have been distributed to the Limited Partner shall be distributed solely to the General Partner).  Any election by the Limited Partner hereunder shall be made not later than ten (10) days following delivery by the General Partner to the Limited Partner of a written notice stating that Additional Units have been issued, the amount of capital contribution to the Partnership made in connection therewith, and the amount, if any, which the General Partner intends to distribute to the Partners, including the amount, if any, to which the Limited Partner would be entitled.  If the Limited Partner shall fail to notify the General Partner, within the aforesaid period of ten (10) days of its election not to accept its pro rata share of any such distribution, the Limited Partner shall irrevocably and conclusively be deemed to have elected to receive its pro rata share thereof.  If the Limited Partner shall elect to receive its pro rata share of such distribution, or be deemed to have so elected, then,

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in lieu of the provisions of the preceding paragraph, any reduction in the Partnership Percentages of the partners resulting from the issuance of the Additional Units shall be shared between the General Partner and the Limited Partner based on their then respective relative Partnership Percentages immediately prior to the issuance of the Additional Units to the extent of the Partnership Percentages applicable to the Additional Units.  To illustrate the foregoing, if, in connection with the issuance of Additional Units the purchasers thereof shall receive, in the aggregate, Partnership Percentages equal to fifty percent (50%), the Partnership Percentages of the General Partner and the Limited Partner shall thereafter be forty percent (40%) and ten percent (10%), respectively, unless the Limited Partner shall have elected, or be deemed to have elected, to participate in any distributions of Capital Contributions as above provided, in which event the Partnership Percentages of the General Partner and the Limited Partner shall be forty-five percent (45%) and five percent (5%), respectively.

Whether or not the Limited Partner shall elect, or be deemed to have elected, to receive its pro rata share of any distributions as herein contemplated, and whether or not the Partnership Percentage of the Limited Partner shall be reduced or remain the same in connection with the issuance of Additional Units, (a) the General Partner’s right to receive preferential distributions of Net Cash Flow, preferential allocations of Net Profits and the priority return of its capital upon liquidation shall not be diluted as the result of the issuance of Additional Units, and (b) the Partnership Interest of the Limited Partner shall not be diluted as the result of the issuance of Additional Units in the event that any cash contributed to the Partnership in consideration of the issuance of such Additional Units is distributed to one or more of the Partners, the Limited Partner is entitled hereunder to receive a distribution of a portion of such cash and the Limited Partner forfeits, in writing, its right to receive such distribution.

3.7Partnership Percentages.  Subject to adjustment as herein provided, the initial Partnership Percentage of each of the Partners shall be ninety percent (90%) for the General Partner and ten percent (10%) for the Limited Partner.

3.8No Third Party Beneficiaries.  The right of any Partner to make a capital contribution or otherwise to do, perform, satisfy or discharge any liability or obligation of such Partner hereunder, or to pursue any other right or remedy hereunder or at law or in equity, shall no confer any right or claim upon or otherwise inure to the benefit of any creditor other third party having dealings with the Partnership, it being understood and agreed that the provisions of this Agreement shall be solely for the benefit of, and may be enforced solely by, the Parties hereto and their respective successors and assigns.  The rights or obligations of the Partners herein set forth including, without limitation, the right to make additional capital contributions, shall not be deemed an asset of the Partnership, may not be sold, transferred or assigned by the Partnership in connection with any sale or transfer of a Partnership Interest made in accordance with the provisions of this Agreement, and may not be pledged or encumbered to secure any debt or other obligation of the Partnership or of the Partners.

ARTICLE IV
Allocation of Partnership Items; Distributions

4.1Net Profits Allocations.  After giving effect to the allocations set forth in Sections 4.3 and 4.4, Net Profits for any fiscal year shall then be allocated as follows:

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(a)first, to the General Partner until the aggregate of Net Profits allocated pursuant to this Section 4.1(a) for such fiscal year and all prior fiscal years is equal to the Cumulative Preferred Return;

(b)second, to the Partners to the extent of and in proportion to the Net Losses allocated to them pursuant to Section 4.2(a);

(c)third, to the General Partner until the aggregate of Net Profits allocated pursuant to this Section 4.1(c) for such fiscal year and all prior fiscal years is equal to the aggregate amount of Net Losses allocated to the General Partner pursuant to Section 4.2(b); and

(d)the balance, if any, to the Partners in accordance with their respective Partnership Percentages.

4.2Net Losses Allocations.  After giving effect to the allocations set forth in Sections 4.3 and 4.4, Net Losses for any fiscal year shall be allocated as follows:

(a)first, to the Partners having positive Capital Accounts in proportion to and to the extent of their positive Capital Account balances; and

(b)the balance, if any, to the General Partner.

4.3Special Allocations.  Notwithstanding any other provision of this Article IV, the following special allocations shall be made in the following order:

(a)Minimum Gain Chargeback (Nonrecourse Liabilities).  If there is a net decrease in Partnership Minimum Gain for any Partnership fiscal year (except as a result of the conversion or refinancing of any Nonrecourse Liabilities, certain capital contributions, or a revaluation of the Partnership property as further outlined in Regulation Section 1.704-2(d)(4), (f)(2), or (f)(3)), each Partner shall be specially allocated items of Partnership income and gain for such year (and, if necessary, subsequent years) in an amount equal to that Partner’s share of the net decrease in Partnership Minimum Gain.  The items to be so allocated shall be determined in accordance with Regulation Section 1.704-2(f).  This Section 4.3(a) is intended to comply with the minimum gain chargeback requirement in said section of the Regulations and shall be interpreted consistently therewith.  Allocations pursuant to this paragraph shall be made in proportion to the respective amounts required to be allocated to each Partner pursuant hereto.

(b)Minimum Gain Attributable to Partner Nonrecourse Debt.  If there is a net decrease in Minimum Gain Attributable to Partner Nonrecourse Debt during any fiscal year (other than due to the conversion, refinancing or other change in the debt instrument causing it to become partially or wholly non-recourse, certain capital contributions, or certain revaluations of Partnership property as further outlined in Regulation Section 1.704-2(i) (4)), each Partner shall be specially allocated items of Partnership income and gain for such year (and, if necessary, subsequent years) in an amount equal to that Partner’s share of the net decrease in the Minimum Gain Attributable to Partner Nonrecourse Debt.  The items to be so allocated shall be determined in accordance with Regulation Section 1.704-2(i) (4) and (j)(2). This Section 4.3(b) is intended to comply with the minimum gain chargeback requirement with respect to Partner Nonrecourse Debt contained in said section of the Regulations and shall be interpreted consistently therewith.

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Allocations pursuant to this paragraph shall be made in proportion to the respective amounts required to be allocated to each Partner pursuant hereto.

(c)Qualified Income Offset.  In the event that any Limited Partner unexpectedly receives any adjustments, allocations or distributions described in Regulation Section 1.704-l(b)(2)(ii)(d)(4), (5), or (6), and such Limited Partner has an Adjusted Capital Account Deficit, items of Partnership income and gain shall be specially allocated to such Partner in an amount and manner sufficient to eliminate the Adjusted Capital Account Deficit as quickly as possible.

This Section 4.3(c) is intended to constitute a “qualified income offset” under Regulation Section 1.704-l(b)(2)(ii)(d) and shall be interpreted consistently therewith.

(d)Nonrecourse Deductions.  Nonrecourse Deductions for any fiscal year or other applicable period shall be specially allocated to the Partners in accordance with their respective Partnership Percentages.

(e)Partner Nonrecourse Deductions.  Partner Nonrecourse Deductions for any fiscal year or other applicable period shall be specially allocated to the Partner that bears the economic risk of loss for the debt (i.e., the partner nonrecourse debt) in respect of which such Partner Nonrecourse Deductions are attributable (as determined under Regulation Section l.704-2(b)(4) and (i)(l).

(f)Section 754 Basis Adjustments.  To the extent an adjustment to the adjusted tax basis of any Partnership asset pursuant to Sections 732, 734 or 743 of the Code is required, pursuant to Regulation Section 1.704-l(b)(2)(iv)(m), to be taken into account in determining Capital Accounts, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such gain or loss shall be specially allocated to the Partners in a manner consistent with the manner in which their Capital Accounts are required to be adjusted pursuant to said section of the Regulations.

4.4Curative Allocations.  Notwithstanding any other provisions of this Article IV to the contrary (other than the Regulatory Allocations, as defined below, and Section 4.5 hereof), the allocations (the “Regulatory Allocations”) set forth in Section 4.3 (save subparagraphs (d) and (f)) shall be taken into account in allocating other items of income, gain, loss, and deduction among the Partners so that, to the extent possible, the cumulative net amount of allocations of Partnership items under this Article IV shall be equal to the net amount that would have been allocated to each Partner if the Regulatory Allocations had not occurred.  This Section 4.4 is intended to minimize to the extent possible and to the extent necessary any economic distortions which may result from application of Section 1.704-1(b) of the Regulations and shall be interpreted in a manner consistent therewith.

4.5Tax Allocations.

(a)Generally.  Subject to paragraphs (b) and (c) of this Section 4.5, items of income, gain, loss, deduction and credit to be allocated for income tax purposes (collectively, “Tax Items”) shall be allocated among the Partners on the same basis as the respective book items.

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(b)Sections 1245/1250 Recapture.  If any portion of gain from the sale of property is treated as gain which is ordinary income by virtue of the application of Code Sections 1245 or 1250 (“Affected Gain”), then (A) such Affected Gain shall be allocated among the Partners in the same proportion that the depreciation and amortization deductions giving rise to the Affected Gain were allocated and (B) other Tax Items of gain of the same character that would have been recognized, but for the application of Code Sections 1245 and/or 1250, shall be allocated away from those Partners who are allocated Affected Gain pursuant to Clause (A) so that, to the extent possible, the other Partners are allocated the same amount, and type, of capital gain that would have been allocated to them had Code Sections 1245 and/or 1250 not applied.  For purposes hereof, in order to determine the proportionate allocations of depreciation and amortization deductions for each fiscal year or other applicable period, such deductions shall be deemed allocated on the same basis as Net Profits and Net Losses for such respective period.

(c)Allocations Respecting Section 704(c) and Revaluations; Remedial Allocations Resulting from the Ceiling Rule.  Notwithstanding paragraph (b) hereof, Tax Items with respect to Partnership property that is subject to Code Section 704(c) and/or Regulation Section 1.704-3 (collectively “Section 704(c) Tax Items”) shall, to the extent so required, be allocated in accordance with said Code section and Regulation Section 1.704-3(d)(1).

4.6Allocations Subsequent to Assignment or Admission of Additional Partners.  To the extent permitted by the Code, Net Profits or Net Losses and other items attributable to a Partnership Interest acquired by reason of an assignment from a Partner shall be allocated or adjusted between the assignor and the assignee based upon either (a) the length of time in any fiscal period of the Partnership during which the assigned Partnership Interest was owned by each of them, determined with reference to the effective date of the assignment, or (b) an interim closing of the Partnership’s books (at assignor’s sole expense), such manner of allocation or adjustment to be determined by the assignor, with the consent of the remaining Partners, which consent shall not be unreasonably withheld.

4.7Distributions.  Subject to the provisions of Section 10.2 the Partnership shall make distributions of Net cash Flow from time to time, as determined in the discretion of the General Partner, but no less frequently than quarterly, in the following order of priority:

(a)first, to the General Partner, until the Unpaid Preferred Return, if any, has been paid;

(b)second, to the General Partner, until the Unreturned Preferred Capital has been repaid;

(c)third, to the Manager in accordance with Section 4.2(b) of the Amended Management Agreement; and

(d)the balance, if any, to the Partners in accordance with their respective Partnership Percentages.

4.8Allocation of Nonrecourse Liabilities  Nonrecourse Liabilities which are allocable under Regulation Section 1.752-3(a)(3) shall be allocated to the Partners in accordance with their respective Partnership Percentages.

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ARTICLE V
Management of the Partnership

5.1Management.  The General Partner shall have exclusive authority to manage and control the Partnership business.  Except as otherwise expressly provided herein, the General Partner shall have the right, authority and power to do any and all acts and things necessary, proper, convenient or advisable to accomplish the purpose of the Partnership and manage the business and assets of the Partnership, without the prior consent or approval of the Limited Partner, including without limitation the following:

(a)To expend Partnership funds (whether derived from capital or income or loans) in the exercise of any rights or powers possessed by the General Partner under this Agreement;

(b)To convert the Hotel to time share ownership, in whole or in part, and, in that connection, obtain all necessary Conversion Approvals and sell interval ownership units on such terms and conditions and at such prices as the General Partner shall determine;

(c)To own, acquire, hold, develop, lease, manage, operate, encumber, exchange, sell or otherwise dispose of the Partnership property in whole or in part (including the creating of joint venture or tenancy-in-common interests), or to authorize the sale, exchange or other disposition of the Partnership property in whole or in part including the creation of joint venture or tenancy-in-common interests), or any interest therein, whether or not such sale results in the dissolution of the Partnership or makes it impossible to carry on its ordinary business, at such prices or amounts for cash or securities (including without limitation promissory notes, whether secured or unsecured) and upon such other terms, as the General Partner deems in its discretion to be in the best interests of the Partnership;

(d)To invest and reinvest Partnership funds, or pool Partnership funds for the purpose of investing;

(e)To borrow money required for the business and affairs of the Partnership, including borrowings from the General Partner, its Affiliates or others and borrowings in connection with a Conversion, to be evidenced by notes or debentures and to secure the repayment of such borrowing by executing mortgages or deeds of trust, assignments, or security agreements pledging or otherwise encumbering or subjecting to security interests all or any part of the property of the Partnership, and to refund, refinance, increase, modify, consolidate or extend the maturity of any indebtedness created by such borrowing, or any such mortgage, deed of trust, assignment, security agreement, pledge, encumbrance or other security device;

(f)To enter into such agreements, contracts, documents and instruments with such parties and to give such receipts, releases and discharges with respect to all of the foregoing and any matters incident thereto as the General Partner may deem advisable, appropriate or convenient in connection with the business of the Partnership, including without limitation a Conversion;

(g)To place record title to, or the right to use, Partnership assets in the name or names of a nominee or nominees for any purpose convenient or beneficial to the Partnership;

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(h)To employ from time to time persons or companies (which may be Affiliates) in connection with a Conversion and otherwise in connection with the operation and management of the Partnership business or assets including, but not limited to, developers, supervisory and managing agents, consultants, building management agents, insurance brokers, sales agents, real estate brokers, loan brokers, independent contractors, attorneys and accountants, on such terms and for such compensation as the General Partner shall determine;

(i)To manage the Partnership property or to contract, either totally or partially, for management services by another person or company (which may be an Affiliate);

(j)To pay, collect, compromise, litigate, arbitrate or otherwise adjust any and all claims or demands of or against the Partnership;

(k)To establish, maintain and draw upon checking savings and other accounts in the name of the Partnership in such bank or banks as the General Partner may from time to time select, and to designate others to draw upon such accounts;

(l)To execute, acknowledge or verify and file any notification, application, statement and other filing in the name of or on behalf of the Partnership that the General Partner considers to be required or desirable to be filed with any local, state or federal agency, department or authority;

(m)To admit additional Partners from time to time and determine the rights and interest of such Partners (subject, however, to the provisions of Section 3.6);

(n)To permit the withdrawal and/or substitution or succession of Partners (which may be Affiliates), to the extent permitted by this Agreement;

(o)To develop, redevelop or improve the Partnership property in connection with a Conversion or otherwise and to determine the nature and scope, design and or expenditures therefor and to determine if and when to proceed with any phase of development or redevelopment, and to enter into agreements or contracts with respect thereto with Affiliates or others;

(p)To select or vary depreciation or accounting methods, change the Partnership fiscal year or make other material decisions regarding the treatment of transactions for bookkeeping or tax purposes;

(q)To file a petition for Bankruptcy or other similar reorganization under applicable statutes;

(r)To take all actions and execute all documents and instruments necessary or advisable in the discretion of the General Partner to implement and further the purposes and operate the business of the Partnership;

(s)To assign Partnership property in trust for creditors or on the assignee’s promise to pay the debts of the Partnership;

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(t)To confess a judgment, or submit a Partnership claim or liability to arbitration or reference;

(u)To acquire assets and property for and on behalf of the Partnership, including the acquisition of property for the purpose of reinvesting condemnation proceeds in accordance with Section 1033 of the Code;

(v)To delegate any authority granted hereunder;

(w)To exercise and enforce the rights of the Partnership under the Amended Management Agreement, including without limitation the rights of the Partnership to terminate the Amended Management Agreement; and

(x)To do any and all of the foregoing for such consideration and upon such other terms and conditions as the General Partner in its discretion determines to be appropriate, and in no event shall any purchaser, lender, title company or other third party be required to ascertain whether any action of the General Partner has in fact been duly authorized, and the failure of the General Partner to obtain such authorization shall in no way affect the validity of any sale, conveyance, mortgage, deed of trust, lease, loan extension or renewal made by the General Partner.

5.2Independent Activities; Other Businesses.  Each party recognizes that the Partners, and their Affiliates, have or may have other business interests, activities and investments, some of which may now or hereafter be in conflict or competition with the business of the Partnership, and that each Partner and their respective Affiliates are entitled to carry on such other business activities, interests and investments without any accountability therefor to the Partnership or any other Partner No Partner, and no Affiliate of any Partner, shall be obligated to devote all or any particular part of its time and effort to the Partnership or its business affairs except such reasonable amount of time as may be necessary in order to fulfill its duties and obligations hereunder.  Each Partner, and each Affiliate of each Partner, may engage in or possess an interest in any other business or venture of any kind, independently or with others, including, without being limited to, owning, financing, acquiring, leasing, promoting, developing, improving, constructing, operating or managing other real or personal properties on its own behalf or on behalf of other entities with which it is affiliated or associated, and any Partner and each Affiliate of any Partner may engage in any activities, whether or not competitive to the Partnership, without any obligation to offer any interest in such activities to the Partnership or to any Partner or to any Affiliate of any Partner.  Neither the Partnership nor any Partner nor any Affiliate of any Partner shall have any right by virtue of this Agreement or by virtue of the relationship between the Partners as partners, in or to such other activities, or to the income or profits derived therefrom, and the pursuit of such activities, even if competitive with the business of the Partnership, shall not be deemed wrongful or improper or a breach of any joint venture or fiduciary duties wed by one party the other, or entitle either party to any interest in or sharing in the profits or losses from any such other activities.

5.3Duties; Reimbursement.  In acting as General Partner hereunder, the General Partner only shall be obligated to act with the same regard for the affairs of the Partnership as it would act in similar circumstances on its own individual behalf, and the General Partner shall have no obligation to conduct the business of the Partnership so as to accommodate the personal or business circumstances of the Limited Partner.  The General Partner shall provide services to the

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Partnership as it shall deem to be appropriate in connection with the day-to-day operations of the Partnership and shall be entitled to such compensation as the General Partner determines in good faith is reasonable based on the nature and scope of services provided by it to the Partnership from time to time.  In addition, the Partnership shall pay or reimburse the General Partner for all reasonable out-of-pocket expenses incurred by it in connection with the Partnership’s business, which reimbursement shall not include any allocation of overhead or general administrative expenses inasmuch as the General Partner is to be compensated therefor by way of the compensation referred to in the immediately preceding sentence.  The General Partner shall devote itself to the business of the Partnership to the extent that it, in its reasonable judgment, deems necessary for the efficient carrying on thereof.

5.4Additional Compensation to the General Partner; Transactions with Affiliates.

(a)Subject to the provisions of the next succeeding sentence, the General Partner or its Affiliates shall be entitled to receive, in addition to the amounts described in Section 5.3 and elsewhere herein, fees and other compensation for services rendered or goods provided from time to time to or on behalf of the Partnership as would be payable to third parties providing comparable goods or services to the Partnership.  Notwithstanding the foregoing, the Partnership may engage an Affiliate of the General Partner to provide such goods or services only if such Affiliate is in the business of regularly providing such goods or services, but the General Partner may engage one or more of its Affiliates to provide goods or services in connection with a Conversion, including to serve as developer or sales agent, regardless of whether such Affiliates are regularly engaged in the business of providing such goods or services.

(b)No contract or agreement entered into between the Partnership and any Affiliate of the General Partner shall be void, voidable or in violation of any rights, duties, liabilities or responsibilities of the General Partner whether or not approved by the Limited Partner, so long as any such transaction shall be in compliance with the provisions of Section 5.4(a).

(c)The General Partner shall be permitted to engage attorneys, accountants and other advisors and professionals which may have current or prior relationships with the General Partner or its Affiliates.  No such relationship, even if continuing and ongoing, shall be deemed a conflict of interest by any such professionals.

5.5Limitation of Liability.  Neither the General Partner nor any officer, shareholder, director, employee, agent or Affiliate of the General Partner (or of any general partner of the General Partner) shall be liable, responsible or accountable in damages or otherwise to the Partnership or any Limited Partner for any action taken or failure to act on behalf of the Partnership within the scope of the authority conferred on the General Partner by this Agreement or by law unless such action or omission was performed or omitted in bad faith or constituted gross negligence or willful misconduct.  Any act or omission taken on advice of counsel shall be deemed to have been taken in good faith if all relevant facts have been disclosed to such counsel.

5.6Indemnification.  The Partnership shall indemnify and hold harmless the General Partner and each of its officers, directors, shareholders, employees, agents and Affiliates, and their respective successors and assigns (collectively the “Indemnified Parties”) from and against any loss, expense, damage or injury suffered or sustained by any such person by reason of any acts,

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omissions or alleged acts or omissions arising out of its or their activities on behalf of the Partnership or in furtherance of the interests of the Partnership including, but not limited to, any judgment, award, settlement, reasonable attorney’s fees (which attorney’s fees may be paid as incurred) and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceedings or claims, provided that the acts, omissions or alleged acts or omissions upon which such actual or threatened action, proceeding or claims are based were in good faith and were not performed or omitted in bad faith or as a result of gross negligence by or the willful misconduct of such Indemnified Party.

5.7Authority to Bind Partnership.  Except as otherwise provided herein or in the Act, the General Partner shall have authority to act on behalf of the Partnership and to bind it under this Agreement and in no event shall any third party be required to ascertain whether any action of the General Partner has in fact been duly authorized by the Limited Partner.  The Limited Partner shall take no part in the management and operation of the business of the Partnership and shall have no authority to act on behalf of or bind the Partnership.

5.8Waiver of Fiduciary and Statutory Rights.  To the extent permitted by law, the Limited Partner hereby waives and relinquishes any and all rights arising under the Act or otherwise which are intended for the benefit of the Limited Partner and are not expressly granted to the Limited Partner herein, including the right to call, attend or vote at meetings of the Partnership or otherwise vote on or approve Partnership matters, approve amendments to this Agreement except as provided in Section 11.2, commence derivative actions, seek removal of a General Partner or approve any additional or substitute general or limited partners and any fiduciary relationship which may otherwise be deemed created between a general partner and a limited partner.  It is the further express intention of the parties to give maximum effect to the principle of freedom of contract and to the enforceability of the terms and conditions hereof and, in this regard, the Partners acknowledge and agree that their respective rights and duties and obligations inter shall be limited to those expressly set forth in this Agreement and that nothing herein shall be deemed to imply or create a fiduciary relationship between the Partners.

5.9Assistance of Limited Partner and Limited Partner Principals in Obtaining Conversion Approvals.  So long as HT or any Affiliate thereof is the General Partner and so long as HT or any such Affiliate is directly or indirectly owned and controlled by a Pritzker Affiliate, the Limited Partner and the Limited Partner Principals shall use reasonable efforts to assist the Partnership in obtaining all Conversion Approvals.  The Limited Partner and the Limited Partnership Principals shall receive no compensation for such assistance, but they shall not be obligated to incur any out-of-pocket expenses in connection therewith unless the Partnership agrees to reimburse them therefor.  The provisions on limitation of liability and indemnification set forth in Sections 5.5 and 5.6 shall be fully applicable to the Limited Partner and the Limited Partner Principals with respect to any actions taken or required to be taken by them in accordance with this Section 5.9.

ARTICLE VI
Financial Matters

6.1Books and Accounts.  The General Partner shall, at the expense of the Partnership, keep or cause to be kept adequate books of account of the Partnership, which shall record and

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reflect all of the contributions to the capital of the Partnership and all of the income, expenses and transactions of the Partnership.  Such books of account shall be kept at the principal place of business of the Partnership.  The General Partner shall determine the method of accounting utilized by the Partnership.  The Limited Partner shall have the right, upon reasonable notice to the General Partner and during normal business hours, to examine the books and records of the Partnership at the location at which such books and records are ordinarily kept, such examination to be made at the expense of the Limited Partner.

6.2Accounting and Reports.  At least once a year as soon as practicable but not later than 120 days after the close of the Partnership’s fiscal year, the General Partner shall, at the expense of the Partnership, cause to be prepared and transmitted to each Partner a balance sheet and profit and loss statement of the Partnership relating to the prior fiscal year, which statements may be audited or unaudited in the discretion of the General Partner.

6.3Fiscal Year.  The Partnership’s fiscal year shall be the twelve month period, or portion thereof in the event of a partial fiscal year, ending January 31.

6.4Banking.  All funds of the Partnership shall be deposited in a separate bank account or accounts as shall be determined by the General Partner.  All withdrawals therefrom shall be made upon checks signed by the General Partner or by any person authorized to do so by the General Partner, or by wire transfer or cashier’s checks effected by the General Partner or persons authorized to do so by the General Partner.

6.5Tax Returns.  The General Partner shall cause to be prepared at the Partnership’s expense the required Federal, state and local tax returns.  As soon as practicable but not later than 120 days after the close of each fiscal year of the Partnership, the General Partner shall furnish a copy of Internal Revenue Service Form K-1 for such fiscal year to each Partner.

6.6Tax Elections.  The General Partner shall be authorized to make on behalf of the Partnership any and all elections under the Code which are permitted to be made by the Partnership, including an election pursuant to Section 754 of the Code, but nothing herein shall be deemed to obligate the General Partner to make any such election.

6.7Tax Audits.  The Partnership, through the General Partner, is authorized to cooperate with and to monitor the Internal Revenue Service in any audit that the Internal Revenue Service may conduct of the Partnership books and records and information or other returns filed by the Partnership for Federal income tax purposes.  The Partnership, through the General Partner, may similarly cooperate with and monitor any audit by any state tax or other state or local governmental authority. The Partnership may prepare and file protests or other appropriate responses to such audits.  All costs incurred in connect on with the foregoing activities, including legal and accounting costs, shall be Partnership expenses.  Neither the Partnership nor the General Partner shall be obligated to defend any Limited Partner against any claim asserted by the Internal Revenue Service or state or local tax authority of additional tax liability arising out of the ownership of its Partnership Interest.

6.8Designation of Tax Matters Partner.  The General Partner is hereby authorized to designate itself as Tax Matters Partner of the Partnership as provided in regulations pursuant to

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Section 6231 of the Code.  Each Partner by the execution of this Agreement consents to such designation of the Tax Matters Partner and agrees to execute, certify, acknowledge, deliver, swear to, file and record at the appropriate public offices such documents as may be necessary or appropriate to evidence such consent.

6.9Duties of Tax Matters Partner.

(a)To the extent and in the manner provided by applicable law and regulations, the Tax Matters Partner shall furnish the name, address, profits, interest and taxpayer identification number of each Partner, including any Substitute Limited Partner, to the Secretary of the Treasury or his delegate (the “Secretary”).

(b)To the extent and in the manner provided by applicable law and regulations, the Tax Matters Partner shall keep each Partner informed of the administrative and judicial proceedings for the adjustment at the Partnership level of any item required to be taken into account by a Partner for income tax purposes (such administrative proceedings referred to hereinafter as a “tax audit” and such judicial proceeding referred to hereinafter as “judicial review”).

(c)If the Tax Matters Partner, on behalf of the Partnership, receives a notice with respect to a Partnership tax audit, the Tax Matters Partner shall, within 30 days of receiving such notice, forward a copy of such notice to the Partners who hold or held an interest in the profits or losses of the Partnership for the taxable year to which the notice relates.

6.10Authority of Tax Matters Partner.  The Tax Matters Partner is hereby authorized, but not required:

(a)To enter into any settlement with the Internal Revenue Service or the Secretary with respect to any tax audit or judicial review in which agreement the Tax Matters Partner may expressly state that such agreement shall bind the other Partners except that such settlement agreement shall not bind any Partner who (within the time prescribed pursuant to the code) files a statement with the Secretary that the Tax Matters Partner shall not have the authority to enter into a settlement agreement on the behalf of such Partner;

(b)In the event that a notice of a final administrative adjustment of any item required to be taken into account by a Partner for tax purposes (a “final adjustment”) is mailed to the Tax Matters Partner, to seek judicial review of such final adjustment including, but not Limited to, the filing of a petition for readjustment with the Tax Court, the District Court of the United States for the district in which the Partnership’s principal place of business is located or the United States Court of Claims;·

(c)To intervene in any action brought by another Partner for judicial review of a final adjustment;

(d)To file a request for an administrative adjustment with the Secretary at any time and, if any part of such request is not allowed by the Secretary, to file a petition for judicial review with respect to such request;

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(e)To enter into an agreement with the Internal Revenue Service to extend the period for assessing any tax which is attributable to any item required to be taken into account by a Partner for tax purposes or an item affected by such item; and

(f)To take any other action on behalf of the Partners or the Partnership in connection with any administrative or judicial tax proceeding to the extent permitted by applicable law or regulations.

6.11Expenses of Tax Matters Partner; Conflicts of Interest.  The Partnership shall indemnify and reimburse the Tax Matters Partner for all expenses, including, but not limited to, legal and accounting fees, claims, liabilities, losses and damages incurred in connection with any administrative or judicial proceeding with respect to the tax liability of the Partners.  Neither the General Partner, nor any Affiliate, nor any other person, shall have any obligation to provide funds for such purpose.  The taking of any action and the incurring of any expense by the Tax Matters Partner in connection with any such proceeding, except to the extent required by law, is a matter in the sole discretion of the Tax Matters Partner and the provisions on limitation of liability and indemnification set forth in Sections 5.5 and 5.6 shall be fully applicable to the Tax Matters Partner with respect to any actions taken or required to be taken by it in its capacity as such.  It is further acknowledged that the interests of the Limited Partner may from time to time be inconsistent with the interests of other Partners, including the Tax Matters Partner, and nothing herein shall be deemed to create any obligation on the part of the Tax Matters Partner to take into account any such inconsistent or conflicting interests except as expressly provided herein.

ARTICLE VII
Power of Attorney

7.1Grant of Power.  Each Limited Partner (including any Substitute Limited Partner) hereby designates and appoints the General Partner and each of them (if applicable), and, with respect to any corporate General Partner (or the corporate general partner of any General Partner), the President (or the Chief Executive Officer, however designated), Vice President and the Secretary thereof, and each of them, as his or its attorney-in-fact with power of substitution to act in his or its name and on his or its behalf in the execution, acknowledgment and filing of documents as follows:

(a)Certificates of Limited Partnership, as well as amendments thereto, under the laws of the State of Delaware and the laws of any other states in which such a certificate is required to be filed;

(b)Any other instrument that may be required to be filed, or that the General Partner deems advisable to file, by the Partnership under applicable law;

(c)Any documents that may be required to effect the reorganization and continuation of the Partnership, the amendment of this Agreement, the admission of any additional or Substitute Limited Partner or the dissolution and termination of the Partnership, provided such reorganization, continuation, amendment, admission or dissolution and termination is in accordance with the terms of this Agreement; and

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(d)Any and all such other documents and instruments as may be deemed necessary or desirable by the General Partner to carry out fully the provisions of this Agreement in accordance with its terms and any amendments or modifications thereof and any certificates, instruments or other documents relating thereto.

7.2Nature of Power.  The power of attorney granted by each Limited Partner in Section 7.1:

(a)Is a special power of attorney coupled with an interest and is irrevocable and shall survive the disability or cessation of the existence as a legal entity of a Limited Partner;

(b)May be exercised by any General Partner, or appropriate officer thereof or of the general partner thereof, for each Limited Partner by a facsimile signature of such person or by listing each Limited Partner executing any instrument with a facsimile signature of such person acting as attorney-in-fact for all of them; and

(c)Shall survive the delivery of any assignment by a Limited Partner of the whole or any portion of his or its Partnership Interest in the Partnership except that where the assignee thereof has been approved by the General Partner for admission to the Partnership as a Substitute Limited Partner the power of attorney shall survive the delivery of such assignment for the sole purpose of enabling the General Partner to execute, acknowledge and file any instrument necessary to effect such substitution.

7.3Effect of this Article.  This Article VII does not supersede any other section of this Agreement, nor is it to be used to deprive any Limited Partner of its rights under this Agreement, but is intended only to provide a simplified system for the execution of documents.

ARTICLE VIII
Transfer of General Partnership Interest

8.1Withdrawal of General Partner.

(a)Subject to the provisions of Section 8.4, a General Partner shall be entitled to sell, transfer or assign its Partnership Interest as General Partner at any time (without Limited Partner approval) by giving written notice to the other Partners.

(b)Substitutions of one person for another person as a General Partner may be made by the General Partner at any time (without Limited Partner approval) .

(c)In the event that a General Partner withdraws from the Partnership or sells, transfers or assigns its entire Partnership Interest, the withdrawing, selling, transferring or assigning General Partner shall be, and shall remain, liable for all obligations and liabilities incurred by the Partnership for which the General Partner was liable before such withdrawal, sale, transfer or assignment shall have become effective but shall be free of any obligation or liability incurred on account of the activities of the Partnership from and after the time such withdrawal, sale, transfer or assignment shall have become effective.

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(d)Subject to the provisions of Section 3.6 the General Partner may at any time designate additional persons to be General Partners, whose Partnership Interest shall be such as are agreed to by the General Partner and such additional persons.  Such additional persons shall become successor or additional General Partners only upon meeting the conditions provided in Sections 8.2(a) and (b).

8.2Admission of a Successor or Additional General Partner.  A person shall be admitted as a General Partner of the Partnership only if the following terms and conditions are satisfied:

(a)The successor person shall have accepted and agreed to be bound by the terms and provisions of this Agreement by executing a counterpart hereof and such other documents or instruments as may be required or appropriate in order to effect the admission of such person as a General Partner and all appropriate documents evidencing the admission of such person as a General Partner shall have been filed for recordation and all other actions required by law in connection with such admission shall have been performed; and

(b)If the successor person is a corporation, it shall have provided the Partnership with evidence satisfactory to counsel for the Partnership of its authority to become a General Partner and to be bound by the terms and provisions of this Agreement.

8.3Effect of Bankruptcy, Death, Withdrawal, Dissolution or Incompetency of a General Partner.

(a)In the event of the Bankruptcy, death, withdrawal, dissolution or incompetency of a General Partner, the Partnership shall be dissolved unless the remaining General Partner(s), if any, or the Limited Partner, elect to continue the business of the Partnership within 90 days after such event.

(b)Upon the Bankruptcy, death, withdrawal, dissolution or incompetency of a General Partner where the business of the Partnership is continued in accordance with Section 8.3(a), such General Partner shall immediately cease to be a General Partner and its Partnership Interest shall be converted to that of a Limited Partner with the same rights under Article IV to share in the Net Profits and Losses, Net Cash Flow and proceeds from liquidation of the Partnership.  Nothing in this Section 8.3(b) shall affect any rights or liabilities of the Bankrupt: deceased, withdrawn dissolved or incompetent General Partner which matured prior to the Bankruptcy, death, withdrawal, dissolution or incompetency of such General Partner.

(c)If, at the time of the Bankruptcy, death, withdrawal, dissolution or incompetency of a General Partner, such General Partner was not the sole General Partner of the Partnership, the remaining General Partner or Partners shall immediately (i) give Notice to the Limited Partner of such Bankruptcy, death, withdrawal, dissolution or incompetency and (ii) make such amendments of this Agreement and execute and file for recordation such other documents or instruments as are necessary to reflect the conversion of the Partnership Interest of the Bankrupt, deceased, withdrawing, dissolved or incompetent General Partner.

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(d)If such General Partner was the sole General Partner, for a period of 45 days thereafter the Limited Partners shall have the right, with the consent of all of the Limited Partners, to reconstitute the Partnership.

8.4Tag-Along Rights.  Whenever the General Partner desires to sell, assign or otherwise transfer all or any part of its Partnership Interest to any person or entity other than an Affiliate of the General Partner, it shall so notify the Limited Partner thereof in writing setting forth the terms and provisions of a written offer which the General Partner has obtained with respect to such transaction (the “Sale Notice”).  Upon delivery of the Sale Notice, the Limited Partner shall then have the right (the “Tag-Along Right”) to elect to sell a proportionate share of its Partnership Interest on the same terms and provisions as contained in the offer referred to in the Sale Notice; provided, however, that the General Partner first shall be entitled to receive, out of the total purchase price, an amount equal to the then Unpaid Preferred Return and Unreturned Preferred Capital in respect of the portion of the Partnership Interest that the General Partner intends to sell, and the remainder of the purchase price, if any, shall be shared proportionately based on the Partnership Percentages of the General Partner and the Limited Partner.  The Tag-Along Right may be exercised by the Limited Partner by a written notice delivered to the General Partner within thirty (30) days after delivery of the Sale Notice from the General Partner.  Failure to exercise the Tag-Along Right within the aforesaid thirty (30) day period shall constitute the irrevocable and conclusive election of the Limited Partner not to exercise the Tag-Along Right.  If the Limited Partner shall elect the Tag-Along Right, it shall be entitled (and, from and after its said election, shall be obligated) to sell or transfer, pursuant to the offer referred to in the Sale Notice, that portion of its Partnership Interest which is the equivalent, in terms of Partnership Percentages, of the portion of the Partnership Interest which the General Partner intends to sell pursuant to the said offer (after adjustment for exercise of the Tag-Along. Rights by the Limited Partner), and the portion of the Partnership Interest of the General Partner to be so sold shall be reduced accordingly.

ARTICLE IX
Transfer of Limited Partnership Interest

9.1Purchase for Investment.

(a)The Limited Partner hereby represents and warrants to the General Partner and to the Partnership that the acquisition of its Partnership Interest is made as a principal for its own account for investment purposes only and not with a view to the resale or distribution of such Partnership Interest.

(b)The Limited Partner agrees that it will not sell, assign or otherwise transfer its Partnership Interest or any fraction thereof to any person who does not similarly represent and warrant and agree as provided in Section 9.1(a).

(c)The Limited Partner represents and warrants to the General Partner and to the Partnership that it is acquiring its Partnership Interest in the Partnership for its own account for investment and not with a view to the transfer, resale or distribution thereof, and the Limited Partner agrees that its Partnership Interest shall not be sold or disposed of in violation of the Securities Act of 1933, as amended, or the regulations promulgated by the Securities and Exchange Commission, or applicable State securities laws.  The Limited Partner shall indemnify and hold

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the Partnership, the General Partner and any Affiliates thereof harmless for all costs and expenses, including reasonable attorneys’ fees and expenses, incurred by them as a result of a breach of its representation or covenant contained in this Section 9.1.

9.2Restrictions on Transfer of Limited Partners’ Interests.

(a)Except for transfers pursuant to Section 8.4, 9.3, 9.4 or 9.5, the Limited Partner shall not offer, sell, assign, hypothecate, pledge or otherwise transfer in whole or in part its Partnership Interest.  The Limited Partner Principals shall not directly or indirectly sell, assign, hypothecate, pledge or otherwise transfer in whole or in part their equity interests in, or withdraw from, the Limited Partner prior to the Conversion Date except for transfers to their respective Limited Partner Principal Permitted Transferees.

(b)No Limited Partner may sell, transfer or assign his or its Partnership Interest in whole or in part if such sale, transfer or assignment would cause a termination of the Partnership for Federal income tax purposes.  Any purported sale transfer or assignment by a Limited Partner that would cause the termination of the partnership for Federal income tax purposes shall be void ab initio.  The General Partner may obtain an opinion of counsel as to whether such sale, transfer or assignment would cause a termination of the Partnership for Federal income tax purposes, and the General Partner shall be entitled to rely upon such opinion in determining whether such sale, transfer or assignment would cause the termination of the Partnership.

(c)No offer, sale, transfer, assignment, hypothecation or pledge of any Partnership Interest may be made unless the General Partner shall have received an opinion of counsel satisfactory to it that such proposed disposition (i) may be effected without registration of the Partnership Interest under the Securities Act of 1933, as amended, and (ii) would not be in violation of any applicable State securities or “Blue Sky” law (including investment suitability standards).

(d)In no event shall a Limited Partner’s Partnership Interest or any portion thereof be sold, assigned or transferred to a minor or incompetent unless by will or intestate succession.

9.3Permitted Transfers of Limited Partners’ Interests. Subject to the provisions of Sections 9.1 and 9.2, any Limited Partner shall have the right to sell, assign or transfer its Partnership Interest to another Partner or to an Affiliate of the transferring Limited Partner; provided, however, that no such transfer shall be made prior to the Conversion Date except for transfers by will or the laws of intestate succession.

9.4Right of First Refusal.

(a)On or after the Conversion Date, a Limited Partner (hereinafter in this Section referred to as the “ selling Partner”) may transfer, sell, assign, or otherwise dispose of all or any portion of his or its Partnership Interest to a third party after first offering the same for a period of 30 days to the General Partner, at a price and upon terms no less favorable than those which the selling Partner is willing to accept from such third party (as evidenced by a bona fide offer received from such third party by such selling Partner.  Such offer selling Partner to sell to

26

the General Partner shall be in writing and shall contain a statement setting forth the price and terms offered by, and the name and address of, such third party.

(b)Within 30 days after receipt of such written offer under Section 9.4 (a), the General Partner may accept such offer in writing, in which case the selling Partner and such other Partners shall, subject to the provisions of Section 9.1 and 9.2, promptly consummate such sale.

(c)If, by the end of the 30 day period during which the option to purchase is available to the General Partner, the General Partner has not agreed to purchase, on the terms and conditions above provided, the entire Partnership Interest being offered by the selling Partner, the selling Partner may, subject to the provisions of Section 9.1 and 9.2, within 60 days from the date of expiration of such 30 day period, transfer his or its Partnership Interest to such third party at a price not less than the price and on terms no less favorable to the selling Partner than the terms at which such Partnership Interest was offered to the General Partner.  If such Partnership Interest is not so disposed of within such period of 60 days, the selling Partner shall, before the disposition of his Partnership Interest, again be obligated to offer it first to the General Partner pursuant to this Section 9.4.

(d)The provisions of this Section 9.4 shall apply to the trustee, executor, administrator or guardian of any Bankrupt, deceased or incompetent Partner to the same extent that such provision would have applied to the Bankrupt, deceased or incompetent Limited Partner.

(e)In the event any offer shall contemplate the payment of any consideration in exchange for the purchase of the Partnership Interest of the selling Partner other than cash then:  (i) if such other consideration shall be a note, contract obligation or other form of deferred payment, the selling Partner shall accept the note or other obligation of the General Partner in satisfaction of said obligation; and (ii) with respect to any other form of consideration, the General Partner may either, at its election, deliver the non-cash consideration called for by the offer, or cash in lieu thereof equal to the fair market value of such non-cash consideration as of the date of closing.  If the fair market value of the non-cash consideration cannot be agreed upon by the selling Partner and the General Partner, the closing shall take place by delivery to the selling Partner of cash in the amount of the fair market value as proposed by the General Partner, and the remaining amount in dispute shall be determined by means similar to that set forth in Section 9.8.

9.5Admission of Substitute Limited Partner.

(a)Notwithstanding the other provisions of this Article IX, an assignee of the Partnership Interest of a Limited Partner (which shall be understood to include any purchaser, transferee, donee or other recipient of any disposition of such Partnership Interest and shall include a purchaser acquiring an interest pursuant to Section 9.4 hereof) shall be deemed admitted as a Limited Partner of the Partnership (sometimes referred to as a “Substitute Limited Partner” ) only- upon the satisfactory completion of the following:

(i)Consent of the General Partner shall have been given, which consent may be evidenced by the execution by the General Partner of a Certificate evidencing the admission of such person as a Limited Partner and which consent may be given or withheld

27

in the General Partner’s sole discretion but is deemed to have been given in the case of a transfer pursuant to Section 9.3;

(ii)The assignee shall have accepted and agreed to be bound by the terms and provisions of this Agreement by executing a counterpart hereof and such other documents or instruments as the General Partner may require in order to effect the admission of such person as a Limited Partner;

(iii)A Certificate evidencing the admission of such Person as a Limited Partner shall have been filed with such governmental offices as shall be required under the Act (if any) or other applicable state statutes;

(iv)The assignee shall have delivered a letter containing a representation in the form set forth in Section 9.1(a);

(v)If the assignee is a corporation, the assignee shall have provided the General Partner with evidence satisfactory to counsel for the Partnership of its authority to become a Limited Partner under the terms and provisions of this Agreement;

(vi)The assignee shall have executed a power of attorney acceptable to the General Partner containing the terms and provisions set forth in Article VII; and

(vii)The assignee shall have paid all reasonable legal fees and administrative costs of the Partnership and the General Partner and filing and publication costs in connection with his or its substitution as a Limited Partner.

(b)A Substitute Limited Partner shall be treated as having become, and appearing in the records of the Partnership as, a Partner as of the day the conditions set forth in section 9.5(a) are satisfied.

(c)Any Limited Partner who shall assign all of his or its Partnership Interest shall cease to be a Limited Partner of the Partnership except that unless and until a Substitute Limited Partner is admitted in his or its stead and place such assigning Limited Partner shall retain the statutory rights of an assignor of a limited Partnership Interest under the Act (as modified by this Agreement) and retain the obligations of a Limited Partner under the Act and this Agreement.  The rights of an assignee of his or its Partnership Interest who does not become a Substitute Limited Partner shall be limited to receipt of his or its share of Net Profits and Net Losses and Net Cash Flow pursuant to Article IV and distributions upon liquidation and dissolution as determined under Article X.

(d)The General Partner shall cooperate with the person seeking to become a Substitute Limited Partner by preparing the documentation required by this Section and making all official filings and publications.  The General Partner shall take all such action, including the filing or recordation of any Certificate evidencing the admission of any person as a Limited Partner pursuant to Section 9.5(a) (iii) and the making of any other official filings and publications, as promptly as practicable after the satisfaction by the assignee of the Partnership Interest of a Limited Partner of the conditions in this Article IX to the admission of such person as a Substitute Limited Partner. ·

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9.6Rights of Assignee of Partnership Interest.

(a)Except as required by operation of law, the Partnership shall not be obligated for any purposes whatsoever to recognize the assignment by any Limited Partner of his or its Partnership Interest as permitted hereunder unless and until the Partnership has received notice thereof, which notice must include such information and documentation with respect to the assignment as the General Partner may reasonably require.

(b)Any person who is the assignee of all or any portion of a Limited Partner’s Partnership Interest but does not become a Substitute Limited Partner and desires to make a further assignment of such Partnership Interest shall be subject to all the provisions of this Article IX to the same extent and the same manner as any Limited Partner desiring to make an assignment of his or its Partnership Interest.

9.7Effect of Bankruptcy, Death or Incompetence of a Limited Partner.  In addition to the rights granted to the General Partner pursuant to Section 9.8 hereof, the Bankruptcy of a Limited Partner or the death of a Limited Partner or an adjudication that a Limited Partner is incompetent (which term shall include, but not be limited to, insanity) shall not cause the termination or dissolution of the Partnership and, in such case, the business of the Partnership shall continue.  If a Limited Partner becomes Bankrupt, the trustee or receiver of his or its estate or, if he dies, his executor, administrator or trustee or if he is adjudicated incompetent, his committee, guardian or conservator, shall have the rights of an assignee hereunder but shall not become a Substitute Limited Partner except in accordance with the terms of Section 9.5.

9.8Bankrupt Limited Partner.

(a)If any Limited Partner at any time shall become Bankrupt (such Partner being herein referred to as the “Bankrupt Partner”), the General Partner shall have the right and option, exercisable by written notice (the “Purchase Notice”) delivered to the Bankrupt Partner at any time during the continuance of the Bankruptcy proceedings, or so long as the Bankruptcy event shall be continuing, or by notice to the successors or legal representatives of the Bankrupt Partner, to purchase all, but not less than all, of the Partnership Interest of the Bankrupt Partner at a price equal to the amount which the Bankrupt Partner would have been entitled to receive if the Partnership had sold substantially all of its assets for their fair market value, subject to existing liens and encumbrances, as of the date of delivery of the aforesaid notice, such fair market value to be determined in accordance with the provisions of this Section 9.8. The amount which the Bankrupt Partner would have been entitled to receive upon such sale shall be the amount of Net Cash Flow and liquidation proceeds which would have been distributed to the Bankrupt Partner from the Partnership following a sale and after payment of all liabilities and obligations of the Partnership.

Upon delivery of the Purchase Notice, the same shall constitute an irrevocable and unconditional contract of purchase and sale between the General Partner and the Bankrupt Partner.  The closing of the purchase and sale of the Partnership Interest of the Bankrupt Partner shall take place on the closing date specified in the Purchase Notice, which date shall not be more than ninety (90) days, nor less than thirty (30) days, after the delivery of the Purchase Notice.

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(b)At the election of the General Partner electing to purchase the Partnership Interest of the Bankrupt Partner, the purchase price may be paid either all in cash at the closing or such lesser amount of cash (but in no event less than twenty percent (20%) in cash) on the closing date with the balance to be represented by a promissory note executed by the purchasing Partner in favor of the Bankrupt Partner, bearing interest at equal to the greater of (i) eight percent (8%) per annum, or (ii) the Applicable Federal Rate as set forth in Section 1274 of the Code, and providing for payment in equal annual installments of principal and interest in such amount as will fully amortize the principal amount of such note over a period of five (5) years.

(c)The fair market value of the assets of the Partnership, subject to liens and encumbrances, if not otherwise agreed upon by the Partners, shall be determined, using the income approach, by three (3) independent appraisers, all of whom shall be members of the American Institute of Real Estate Appraisers with ten years’ experience in appraisal of properties similar to those of the Partnership, one appointed by each Partner, and a third appointed by the two appraisers appointed by each such Partner.  The appraisers to be appointed by each Partner shall be appointed not later than fifteen (15) days following delivery of the Purchase Notice to the Bankrupt Partner, and, if either Partner shall fail to appoint its appraiser within the aforesaid period of fifteen (15) days, the fair market value shall be determined solely by the appraiser selected by the Partner who has selected its appraiser within the required fifteen (15) day period.  If the two appraisers so appointed shall be unable to agree on the selection of the third appraiser, then either appraiser, on behalf of both, may request such appointment by the Chief Judge of the United States District Court for the Northern District of Illinois.  The fair market value of the assets of the Partnership, subject to liens and encumbrances, shall be the average of the valuations of such properties as determined by each such appraiser; provided, however, if such average deviates more than seven percent (7%) from the median of such valuations, the fair market value shall be the average of the two closest valuations.  Any such appraisal shall be at the sole expense of the Partnership and shall be submitted to the Partners within thirty (30) days after the panel of the three appraisers is constituted.

ARTICLE X
Dissolution and Liquidation

10.1Liquidation.  In the event of the termination of the Partnership pursuant to Section 2.5, the General Partner (or if there be none, then a liquidation committee (“Liquidation Committee”) appointed by the Limited Partners owning, in the aggregate, at least 70% of all Interests then owned by the Limited Partners), shall commence to wind up the affairs of the Partnership and to liquidate its assets.  The General Partner (or the Liquidation Committee) shall have full right and unlimited discretion to determine the time, manner and terms of any sale or sales of Partnership property pursuant to such liquidation, having due regard to the activity and condition of the relevant market and general financial and economic conditions.  In the event it becomes necessary to make a distribution of Partnership property in kind, such property shall be transferred and conveyed to the Partners so as to vest in each as a tenant in common an undivided interest in the whole of said property equal to his or its interest in the distribution of proceeds pursuant to Section 10.2.  Subject to the provisions of Section 10.2, in the event of the sale of Partnership assets for a consideration including, in whole or in part, deferred obligations, the liquidation of the Partnership shall not be deemed finally terminated until the Partnership shall have sold all or substantially all of its assets for cash or received cash payments in full with respect

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to all deferred obligations received by the Partnership in connection with the sale of Partnership assets.

10.2Distribution of Proceeds.  The net proceeds resulting from the liquidation of the Partnership’s properties following a dissolution of the Partnership shall be distributed and applied in the following order of priority:

(a)first, to the payment of the debts and liabilities of the Partnership;

(b)second, to the setting up of any Reserves that the General Partner or the Liquidation Committee deem reasonably necessary to provide for any contingent or unforeseen liabilities or obligation of the Partnership (it being understood however, that any funds so reserved shall be distributed in accordance with the provisions of this Section 10.2 after the obligation for which the Reserve was established has been satisfied);

(c)third, to the Manager in accordance with Section 4.2(b) of the Amended Management Agreement; and

(d)the balance, if any, to the Partners in accordance with their positive Capital Account balances determined after (i) taking into account all Capital Account adjustments for the taxable year during which the dissolution occurs (other than those made pursuant to this Section 10.2(d)) and (ii) revaluing all Partnership property to be distributed to the Partners at its Gross Asset Values in accordance with the rules of Treas. Reg. Section 1.704-1(b)(2)(iv)(f).

In the event the Partnership is “liquidated” within the meaning of Section 1.704-1(b)(2)(ii)(g) of the Regulations, such amounts shall be distributed by the end of the taxable year in which the liquidation occurs or, if later, within 90 days of such liquidation (the “Timing Requirement”) and no Partner shall have any obligation to restore a deficit in its Capital Account (after giving effect to all contributions, distributions and allocations for all taxable years, including the year during which such liquidation occurs), no such deficit being considered a debt owed to the Partnership or any other person for any purpose whatsoever.

If the General Partner (or the Liquidating Committee, as the case may be) in its sole discretion determines that the Timing Requirement shall not be met, all or any portion of the distributions that would otherwise be made to the Partners pursuant to Section 10.2 may be distributed to the General Partner (or the Liquidating Committee, as the case may be) in trust for the benefit of the Partners for the purposes of liquidating Partnership assets, collecting amounts owed to the Partnership, and paying any contingent or unforeseen liabilities or obligations of the Partnership.  The assets of any such trust shall be distributed to the Partners from time to time, in the reasonable discretion of the General Partner (or the Liquidating Committee, as the case may be), in the same proportions as the amount distributed to such trust by the Partnership would otherwise have been distributed to the Partners pursuant to this Agreement.

10.3Accounting.  Within a reasonable time following the completion of the liquidation of the Partnership’s properties, the General Partner (or the Liquidation Committee) shall supply to each of the Partners a statement setting forth the assets and the liabilities of the Partnership as of the date of completion of liquidation and each Partner’s pro rata portion of distribution pursuant to Section 10.2.

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10.4Certificate of Cancellation.  Upon the completion of the liquidation of the Partnership and the distribution of all Partnership funds, the Partnership shall terminate and the General Partner (or the Liquidation Committee) shall have the authority to execute and file a Certificate of Cancellation of the Partnership as well as any and all other documents required to effectuate the dissolution and termination of the Partnership.

10.5Right Limited to Partnership Assets.  Each Partner shall look solely to the assets of the Partnership for all distributions with respect to the Partnership, the return of his or its capital contribution thereto and his or its share of Net Cash Flow and shall have no recourse therefor, upon dissolution or otherwise, against any other Partner except as provided i the last paragraph of Section 10.2.  No Partner shall have any right to demand or receive property other than cash upon dissolution and termination of the Partnership.  Promptly upon complete liquidation of the Partnership, the General Partner shall cause the Partnership to prepare and furnish to each Partner a statement showing the manner in which the Partnership’s assets were distributed.

ARTICLE XI
Amendments

11.1Right of General Partner to Amend.

Subject to Section 11.2, the General Partner may from time to time amend this Agreement, without seeking or obtaining the approval or consent of any Limited Partner, and may execute counterparts to this Agreement, amended Certificates, or such other documents as it deems appropriate to reflect such amendment on behalf of the Limited Partner pursuant to the Power of Attorney granted by Article VII hereof.

11.2Limitations on Amendments.

(a)Notwithstanding the provisions of Section 11.1, no amendment to this Agreement may, except with the consent of the Limited Partners:

(i)add to, detract from, or otherwise modify the purpose of the Partnership without the consent of all the Partners;

(ii)enlarge the obligations or diminish the rights of any Partner under this Agreement or convert the Partnership Interest of any Limited Partner into the Partnership Interest of a General Partner or modify the limited liability of any Limited Partner without the consent of such Partner;

(iii)subject to the provisions of Section 3.6, alter the Partnership Interests of any Partner in Net Profits and Net Losses, Net Cash Flow or liquidation proceeds, without the consent of such Partner;

(iv)cause the Partnership to be taxable as a corporation; or

(v)amend this Article XI without the consent of all Partners.

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11.3Amendments on Admission or Withdrawal of Partners.

(a)If this Agreement shall be amended as a result of substituting a Limited Partner, the amendment to this shall be signed by the General Partner and by the be substituted or added.

(b)If this Agreement shall be amended to reflect the designation of an additional or successor General Partner, such amendment shall be signed by the other General Partner(s) and by such additional or successor General Partner.

(c)If this Agreement shall be amended to reflect the withdrawal of a General Partner and the business of the Partnership is continued, such amendment shall be signed by the remaining or successor General Partner(s).

11.4Management of the Partnership.  No Limited Partner shall take part in the management or control of the business of the Partnership or transact any business in the name of the Partnership.  No Limited Partner shall have the power or authority to bind the Partnership or to sign any Agreement or document in the name of the Partnership.  No Limited Partner shall have any power or authority with respect to the Partnership except insofar as the consent of the Limited Partner shall be expressly required.

ARTICLE XII
General Provisions

12.1Notices.  All notices required or permitted to be given hereunder shall be in writing and addressed to the addressee at the addresses set forth in the signature page hereto or to such other address as the addressee shall have previously notified the sender of in writing.  Personal delivery, telex or telecopy communication or the mailing of a notice by registered or certified mail, return receipt requested, shall be sufficient service and shall be effective as of the date upon which it is delivered or delivery is refused or postal authorities designate the notice as non-deliverable, as the case may be.

12.2Governing Law. This Agreement shall be governed by the laws of the State of Delaware.

12.3Headings.  The headings of the articles and sections of this Agreement are inserted for convenience only and are not to be deemed to constitute a part of this Agreement.

12.4Additional Documents.  Each of the parties hereto agrees to execute, acknowledge and verify, if required to do so, any and all further or additional documents as may be reasonably necessary to fully effectuate the terms of this Agreement.

12.5Counterparts.  This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

12.6Successors and Assigns.  This Agreement shall be binding upon and inure to the benefit of the executors, administrators, heirs or other successors and the permitted assigns of the respective Partners.

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12.7Waiver.  The waiver of any breach of any term, covenant or condition of this Agreement by any of the parties hereto shall not constitute a continuing waiver or a waiver of any subsequent breach, either of the same or any other additional or different term, covenant or condition of this Agreement.

12.8Representations and Warranties.  Each of the Partners executing this Agreement hereby represents and warrants to the Partnership and to each other that (i) this Agreement constitutes a valid, binding, and enforceable Agreement of such Partner in accordance with its terms and (ii) such Partner who is a corporation or a partnership is duly and validly organized and existing and in good standing as a corporation or partnership under the laws of the jurisdiction of its incorporation or formation, as the case may be.

12.9Severability.  The parties hereby agree that in the event any court of competent jurisdiction determines that any provision of this Agreement is unlawful or unenforceable then, in that event, each and all remaining provisions shall remain in full force and effect.

12.10Merger.  Any prior understandings and agreements between the parties are merged herein and superseded hereby.

This Agreement together with the Exhibits attached hereto sets forth (and is intended by all parties to be an integration of all) of the promises, agreements and understandings among the parties hereto with respect to the Partnership, the Partnership business and the property and assets of the Partnership, and there are no promises, agreements or understandings, oral or written, express or implied, among them other than as set forth or incorporated herein.

12.11Pronouns.  All the pronouns and variations thereof shall be deemed to refer to the masculine, feminine, neuter, singular or plural as the identity of the person or persons may require.

12.12Certificate of Limited Partnership and Amendments.  The General Partner shall not be required to deliver to any Limited Partner copies of any Certificate of Limited Partnership, Certificate of Amendment, Restated Certificate of Limited Partnership or Certificate of Cancellation filed pursuant to the Act.

12.13Signatures.  Each Limited Partner, Substitute Limited Partner, additional General Partner and successor General Partner shall become a signatory hereto by signing such number of counterpart signature pages to this Agreement and such other instrument or instruments in such manner and at such time as the General Partner shall determine.  By so signing, each Limited Partner, Substitute Limited Partner, successor General Partner or additional General Partner, as the case may be, shall be deemed to have adopted and be bound by all provisions of this Agreement, as amended from time to time; provided, however, no such counterpart shall be binding unless and until it shall have been accepted by the General Partner.

IN WITNESS WHEREOF the undersigned have executed this Agreement, and the Limited Partner Principals have joined in this Agreement solely for purposes of binding themselves under Sections 5.9 and 9.2(a), as of the day and year first above written.

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GENERAL PARTNER:
		Address
HT-HIGHLANDS, INC., a Delaware corporation
		200 West Madison Avenue
		38th Floor
By:	/s/Kenneth Posner	Chicago, Illinois 60606
		Attn: Kenneth R. Posser
		Telecopy No.: 312/750-8545

LIMITED PARTNER:
		Address
HIGHLANDS INN INVESTORS
		211 East Ontario Street
By:	/s/Cary L. Neiman	Suite 400
	general partner	Chicago, Illinois
		Attn: Cary L. Neiman
By:	/s/Phillip Wilhelm	Telecopy No.: 312/988-9830
	general partner
By:
	general partner

(SIGNATURES CONTINUED ON NEXT PAGE)

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LIMITED PARTNER PRINCIPALS:
By:	/s/Cary L. Neiman
By:	/s/Phillip Wilhelm
By:

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EX-3.36

Exhibit 3.36

www.BUSINESSREGISTRATIONS.com	Internet FORM LLC-1
	7/2008

FILED 07/16/2009 11:48 AM	STATE OF HAWAII
Business Registration Division DEPARTMENT OF COMMERCE AND CONSUMER AFFAIRS State of Hawaii	DEPT. OF COMMERCE AND CONSUMER AFFAIRS Business Registration Division 335 Merchant Street Mailing Address: P.O. Box 40, Honolulu, Hawaii 96810 Phone No. (808) 586-2727

ARTICLES OF ORGANIZATION FOR LIMITED LIABILITY COMPANY

(Section 428-203 Hawaii Revised Statutes)

PLEASE TYPE OR PRINT LEGIBLY IN BLACK INK

The undersigned, for the purpose of forming a limited liability company under the laws of the State of Hawaii, do hereby make and execute these Articles of Organization:

I

The name of the company shall be:

HOTEL MANAGEMENT SERVICES LLC

(The name must contain the words Limited Liability Company, Limited Liability Law Company, or the abbreviation L.L.C., L.L.L.C., LLC, or LLLC)

II

The mailing address of the initial principal office is:

1850 ALA MOANA BLVD, HONOLULU, HI 96815 USA

III

The company shall have and continuously maintain in the State of Hawaii an agent and street address of the agent for service of process on the company. The agent may be an individual resident of Hawaii, a domestic entity, or a foreign entity authorized to transact business or conduct affairs in this State, whose business office is identical with the registered office.

a.	The name of the company’s initial agent for service of process is:
	/s/ William Farnsworth, Jr.
	(Name of Registered Agent)	(State or Country)

b.	The street address of the initial registered office in this State is:
	1850 ALA MOANA BLVD, HONOLULU, HI 96815 USA

IV

The name and address of each organizer is:
AQUA HOTELS AND RESORTS, INC	1850 ALA MOANA BLVD, HONOLULU, HI 96815 USA
	I HEREBY CERTIFY that this is a true and correct copy of the official record(s) of the Business Registration Division
		DIRECTOR OF COMMERCE CONSUMER AFFAIRS April 1, 2015
	Validate online at http://hbe.ehawaii.gov/documents Document ID:  9WZ-8NG-2HV-9UJ-12314938

V

The period of duration is (check one):
xAt-will
o For a specific term to expire on:
	(Month Day Year)

VI

The company is (check one):
a.	xManager-managed, and the names and addresses of the initial managers are listed in paragraph “c”, and the number of initial members are: 1
b.	oMember-managed, and the names and addresses of the Initial members are listed in paragraph “c”
c.	oList the names and addresses of the initial managers if the company is Manager-managed, or
	List the names and addresses of the initial members if the company is Member-managed.
	AQUA HOTELS AND RESORTS, INC	1850 ALA MOANA BLVD, HONOLULU, HI 903815 USA

VII

The members of the company (check one):

x Shall not be liable for the debts, obligations and liabilities of the company.

o Shall be liable for all debts, obligations and liabilities of the company.

o Shall be liable for all or specified debts, obligations and Liabilities of the company as stated below

and have consented in writing to the adoption of this provision or to be bound by this Provision.

We certify, under the penalties set forth in the Hawaii Uniform Limited Liability Company Act, that we have read the above statements, I am authorized to sign this Articles of Organization, and that the above statements are true and correct to the best of our knowledge and belief.

Signed this 13 day of July 2009

AQUA HOTELS AND RESORTS, INC
(Type/Print Name of Organization)	(Type/Print Name of Organization)
/s/ William R. Farnsworth
(Signature of Organizer)	(Signature of Organizer)

EX-3.37

Exhibit 3.37

FIRST AMENDED OPERATING AGREEMENT
OF
HOTEL MANAGEMENT SERVICES LLC

FIRST AMENDED OPERATING AGREEMENT OF HOTEL MANAGEMENT SERVICES LLC, dated as of August 16, 2012, entered into by Aqua Hotels and Resorts Operator LLC, a Delaware limited liability company (“Operator”), as the sole member.

Preliminary Statement

WHEREAS, Hotel Management Services LLC (the “Company”) was formed on July 16, 2009, under the Hawaii Uniform Limited Liability Company Act (the “Act”) by filing Articles of Organization with the Department of Commerce and Consumer Affairs of the State of Hawaii (the “Articles of Organization”);

WHEREAS, the Company was previously governed by that certain Operating Agreement, entered into and effective as of July 16, 2009, by and among the Company, Benjamin G. Rafter, as manager, and Aqua Hotels and Resorts, Inc., a Delaware corporation (“Aqua”), as the sole member of the Company (the “Original Agreement”);

WHEREAS, on or about the date hereof, Aqua, in exchange for an interest in Operator, contributed one hundred percent (100%) of the issued and outstanding membership interests in the Company to Operator (the “Contribution”), pursuant to that certain Contribution Agreement, dated on or about the date hereof, by and among Aqua, Aqua Hospitality LLC, a Delaware limited liability company (“Hospitality”), and Operator;

WHEREAS, Operator by this document intends to amend the Original Agreement in its entirety to reflect the Contribution, the dissociation of Aqua as a member and manager of the Company and the admission of Operator as the sole member of the Company, and to establish the operating rules by which the Company is to be governed.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Operator hereby agrees as follows:

ARTICLE I
Definitions

1.1          Definitions. The following terms contained herein shall have the meanings set forth below:

(a)           “Act” has the meaning set forth in the preliminary statement to this Agreement.

(b)           “Agreement” means this First Amended Operating Agreement of the Company, as it may be further amended, restated, supplemented or otherwise modified from time to time.

(c)           “Aqua” has the meaning set forth in the preliminary statement to this Agreement.

(d)           “Articles of Organization” has the meaning set forth in the preliminary statement to this Agreement.

(e)           “Capital Account” when used with respect to any Member means the capital account maintained for such Member in accordance with Section 5.3 hereof, as such capital account may be increased or decreased from time to time pursuant to the provisions of Section 5.3.

(f)            “Capital Contribution” means the total amount of cash and the agreed net fair market value of other property contributed to the Company by a Member pursuant to Section 5.1 hereof. Any reference to the Capital Contribution of a Member shall include the Capital Contribution made by any predecessor holders of such Member’s Membership Interest.

(g)           “Code” means the Internal Revenue Code of 1986, as amended and in effect from time to time, or any superseding federal revenue statute.

(h)           “Contribution” has the meaning set forth in the preliminary statement to this Agreement.

(i)            “Distribution” means any cash and other property paid to a Member by the Company from the operations of the Company.

(j)            “Fiscal Year” means a calendar year.

(k)           “Hospitality” has the meaning set forth in the preliminary statement to this Agreement.

(l)            “Manager” has the meaning set forth in Section 4.1.

(m)          “Member” means Operator and any other Person that may hereafter become a member of the Company pursuant to the terms of this Agreement.

(n)           “Member Nonrecourse Debt” means a nonrecourse debt of the Company within the meaning of Section 1.704-2(b)(4) of the Treasury Regulations.

(o)           “Member Nonrecourse Deductions” means the items of loss, deduction, and expenditure attributable to Member Nonrecourse Debt within the meaning of Section l .704-2(i)(2) of the Treasury Regulations.

(p)           “Membership Interests” means the respective percentage interests in the Company held by each Member, of which one hundred percent (100%) is held by Operator as of the date hereof.

(q)           “Net Losses” means the net losses of the Company, if any, determined in accordance with federal income tax principles.

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(r)            “Net Profits” means the net income of the Company, if any, determined in accordance with federal income tax principles.

(s)            “Operator” has the meaning set forth in the caption to this Agreement.

(t)            “Original Agreement” has the meaning set forth in the preliminary statement to this Agreement.

(u)           “Person” means any individual, corporation, governmental authority, limited liability company, partnership, trust, joint stock company, business trust, joint venture, unincorporated association or other entity.

(v)           “Required Members” means Members holding not less than a majority of all of the Membership Interests.

(w)          “Treasury Regulations” means all proposed, temporary and final regulations promulgated under the Code as from time to time in effect. References in this Agreement to specific sections of the Treasury Regulations shall also refer to the corresponding sections of succeeding Treasury Regulations as they may be amended from time to time.

ARTICLE II
Organization

2.1          Formation. The Company has been organized as a Hawaii limited liability company pursuant to the laws of the State of Hawaii, including the Act, by the filing of the Articles of Organization with the Director of the Department of Commerce and Consumer Affairs of the State of Hawaii on July 16, 2009.

2.2          Name. The name of the Company is Hotel Management Services LLC, or such other name as the Manager may from time to time select.

2.3          Principal Place of Business. The principal place of business of the Company shall be c/o Aqua Hotels and Resorts Operator LLC, 1860 Ala Moana Boulevard, Honolulu, Hawaii 96815. The Manager shall have the right to change the principal place of business of the Company to the office of any Member, or otherwise, subject to the provisions of the Act. In addition, the Company may establish any other places of business as the Manager may from time to time deem advisable.

2.4          Registered Office. The Company’s registered office shall be located c/o William Farnsworth, 1860 Ala Moana Boulevard, Honolulu, Hawaii 96815, or such other place in the State of Hawaii as the Manager may from time to time determine.

2.5          Term. The term of the Company shall commence upon the filing of the Articles of Organization and terminate upon the dissolution of the Company pursuant to the provisions of the Act or Article VIII below.

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2.6          Purposes; Powers. The purpose of the Company shall be to carry on any lawful business, purpose or activity, whether or not for profit, to the fullest extent provided in the Act.

The Company shall possess and may exercise all the powers and privileges granted by the Act or by any other law or by this Agreement, together with any powers incidental thereto, so far as such powers and privileges are necessary or convenient to the conduct, promotion or attainment of the businesses, purposes or activities of the Company.

ARTICLE III
Member Transfers of Interests

3.1          Name and Address. As of the date hereof, Operator is the sole member of the Company, having an address c/o Aqua Hotels and Resorts Operator LLC, 1860 Ala Moana Boulevard, Honolulu, Hawaii 96815.

3.2          Additional and Substituted Members; Transfers of Membership Interests.

(a)           One or more additional members of the Company may be admitted to the Company after the date of this Agreement with the prior written consent of the Manager.

(b)           The Company shall not have the obligation to cause the Membership Interest of any Member to be purchased by the Company or any other Member pursuant to the Act upon the dissociation of any Member.

(c)           Without the prior written consent of the Manager, no Member may sell, assign, transfer or encumber, in whole or in part, any of such Member’s Membership Interest.

3.3          Limitation of Liability. A Member’s liability to the Company, to any other Member or to any third party shall be limited to the maximum extent permitted by law. A Member shall not be personally liable for any indebtedness, liability or obligation of the Company, except that such Member shall remain personally liable for the payment of its Capital Contribution and as otherwise expressly set forth in this Agreement, the Act and any other applicable law.

3.4          Priority and Return of Capital. If there is more than one Member, no Member shall have priority over any other Member, whether for the return of a Capital Contribution or for Net Profits, Net Losses or a Distribution; provided, however, that this Section 3.4 shall not apply to any loan or other indebtedness (as distinguished from a Capital Contribution) made by a Member to the Company.

3.5          Liability of a Member to the Company. A Member that rightfully receives the return of any portion of a Capital Contribution is liable to the Company only to the extent now or hereafter provided by the Act. A Member that receives a Distribution made by the Company in violation of this Agreement or made when the Company’s liabilities exceed its assets (after giving effect to such Distribution) shall be liable to the Company for the amount of such Distribution.

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3.6          Financial Adjustments. No Member admitted after the date of this Agreement shall be entitled to any retroactive allocation of losses, income or expense deductions incurred by the Company. If there is more than one Member, the Manager may, at its discretion, at the time a Member is admitted, close the books and records of the Company (as though the Fiscal Year had ended) or make pro rata allocations of loss, income and expense deductions to such Member for that portion of the Fiscal Year in which such Member was admitted, in accordance with the Code.

3.7          Action by Members Without a Meeting. Whenever the Members of the Company are required or permitted to take any action by vote, such action may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the Members who hold voting interests having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all of the Members entitled to vote thereon were present and voted and shall be delivered to the administrative office of the Company, or to an employee or agent of the Company.

3.8          No Exclusive Duty to Company. A Member may have other business interests and may engage in other activities in addition to those relating to the Company, whether or not such business interests or activities may be competitive with those of the Company.

ARTICLE IV
Management

4.1          Management.

(a)           The business, affairs and management of the Company, including its policies and administration, shall be vested in one or more managers, each of whom may, but need not be, a Member (each, a “Manager”). The Manager shall have the sole power to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed by managers under the Act.

(b)           The number of Managers and the designation thereof shall be determined from time to time by the Required Members. Initially there shall be one Manager. Hospitality is hereby designated as the initial Manager. If at any time there shall be more than one Manager, all references in this Agreement to “Manager” shall be deemed to be references to all or each of such Managers, as appropriate, and any action by or consent, vote, determination, agreement or notice of the Managers under this Agreement shall be taken, made or given by a majority of the Managers then in office.

(c)           The Manager may not be removed, with or without cause, except upon the consent of the Required Members, which removal shall take effect at such time as determined by the Required Members. The Manager may resign as Manager by giving written notice to the Company and each Member, and such resignation shall take effect at such time as is specified in such notice of resignation. The resignation or removal of the Manager shall not affect such Manager’s rights as a Member, if any, and shall not constitute a withdrawal of a Member. Upon the removal or resignation of the Manager, the successor Manager shall be designated by the Required Members.

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4.2          Reliance by Third Parties. Each contract, agreement, deed, mortgage, security agreement, promissory note or other instrument or document executed by the Manager with respect to any business or property of the Company shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (a) at the time of the execution and delivery thereof this Agreement was in full force and effect, (b) such instrument or document was duly executed in accordance with the terms and provisions of this Agreement and is binding upon the Company, and (c) the Manager was duly authorized and empowered to execute and deliver, and to cause the Company to perform any and every such instrument or document for and on behalf of the Company.

4.3          Binding Authority of Manager. No Member is an agent of the Company solely by virtue of being a Member, and no Member has authority to act for the Company solely by virtue of being a Member. Subject to Section 4.7, only the Manager may act for the Company in connection with the ordinary course of its day-to-day business and with respect to all other matters.

4.4          Manager Discretion. Whenever in this Agreement the Manager is permitted or required to make a decision in its “discretion” or “sole discretion” or under a grant of similar authority or latitude, the Manager shall have no duty or obligation (including any fiduciary duty) to consider any interest of or factors affecting some or all the Members so long as the Manager acts in good faith and in a manner which it reasonably believes are in or not opposed to the best interest of the Company. Each Member hereby agrees that any standard of care or duty imposed under the Act or any other applicable law shall be modified, waived or limited in each case as required to permit the Manager to act under this Agreement and to make any decision pursuant to the authority prescribed in this Section 4.4 so long as such action or decision does not constitute gross negligence, reckless conduct, intentional misconduct, intentional disregard of the terms of this Agreement or a knowing violation of law and is reasonably believed by the Manager to be consistent with the overall purposes and objectives of the Company. It is the intent of the Members that this Agreement shall govern, even when inconsistent with, or different than, the provisions of the Act or any other law or rule, except to the extent a provision of this Agreement purports to modify, restrict, eliminate, reduce or vary any provision of the Act which, pursuant to the Act, cannot be so modified, restricted, eliminated, reduced or varied by this Agreement, or is otherwise expressly prohibited or ineffective under the Act. To the extent any provision of this Agreement is prohibited or ineffective under the Act, this Agreement shall be considered amended to the least degree possible in order to make this Agreement effective under and not contrary to the requirements of the Act.

4.5          No Exclusive Duty to Company. The Manager shall not be required to manage the Company as its sole and exclusive function and may have other business interests and may engage in other activities in addition to those relating to the Company. The Member acknowledges that the Manager and its affiliates may pursue such other business opportunities for their respective accounts regardless of whether they have learned of such opportunity in the course of the Company’s business. Neither the Company nor any Member shall have any right pursuant to this Agreement to share or participate in such other business interests or activities or to the income or proceeds derived therefrom. The Manager shall not incur any liability to the Company or any Member as a result of engaging in any other business interests or activities.

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4.6          Indemnification. The Company shall indemnify and hold harmless the Manager and each officer and agent of the Company from and against all claims and demands to the maximum extent permitted under the Act.

4.7          Officers and Authorized Persons.

(a)           The Manager may, from time to time as it deems advisable, appoint officers or other agents of the Company (such officers and agents, the “Authorized Persons” and each of them, an “Authorized Person”) and assign in writing titles (including, without limitation, President, Vice President, Secretary, and Treasurer) to any such person; provided that an Authorized Person need not have a title. Unless the Manager decides otherwise, if the title is one commonly used for officers of a business corporation formed under the Hawaii Business Corporation Act, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office; provided, however, that no Authorized Person shall be permitted to take any action on behalf of the Company without the prior written consent of the Manager. Any delegation pursuant to this Section 4.7 may be revoked at any time by the Manager.

(b)           The Manager hereby designates and appoints Benjamin G. Rafter as the President and Chief Executive Officer of the Company for the purposes set forth in Section 4.7(a).

(c)           The Company is hereby authorized to execute, deliver and perform, and the Manager and any Authorized Person (solely to the extent directed by the Manager in writing), acting alone on behalf of the Company, is hereby authorized to execute and deliver, in the name of the Company, any and all other agreements, certificates, instruments, amendments or other documents to be executed and delivered by the Company, in its own capacity or in any other authorized capacity, all without any further act, vote or approval of any Member or any other person or entity notwithstanding any other provision of this Agreement. Notwithstanding any provisions of this Agreement, the Manager and any Authorized Person (solely to the extent directed by the Manager in writing) shall have the right to act for and bind the Company and may execute and deliver any document, instrument or contract on behalf of the Company without any vote or consent of any Member or other person or entity.

ARTICLE V
Capital Contributions

5.1          Capital Contributions. Concurrently with the execution and delivery of this Agreement, Operator has made or deemed to have made the capital contributions as reflected on the books and records of the Company as of the date hereof.

5.2          Additional Contributions. Except as set forth in Section 5.1, no Member shall be required to make any Capital Contribution.

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5.3          Capital Accounts. If there is more than one Member, a Capital Account shall be maintained for each Member. Said Capital Account shall be kept in accordance with the provisions of Section 1.704-1(b)(2)(iv) of the Treasury Regulations. Without limiting the foregoing, each Member’s Capital Account shall be (a) increased by the net agreed value of each Capital Contribution made by such Member, allocations to such Member of the Net Profits and any other allocations to such Member of income pursuant to the Code, and (b) decreased by the net agreed value of each Distribution made to such Member by the Company, allocations to such Member of Net Losses and other allocations to such Member pursuant to the Code.

5.4          Transfers. Upon a permitted sale or other transfer of a Membership Interest in the Company, the Capital Account of the Member transferring its Membership Interests shall become the Capital Account of the Person to whom such Membership Interest is sold or transferred in accordance with Section 1.704-1(b)(2)(iv) of the Treasury Regulations.

5.5          Modifications. The manner in which Capital Accounts are to be maintained pursuant to this Section is intended to comply with the requirements of Section 704(b) of the Code. If in the opinion of the Members the manner in which Capital Accounts are to be maintained pursuant to this Agreement should be modified to comply with Section 704(b) of the Code, then the method in which Capital Accounts are maintained shall be so modified; provided, however, that any change in the manner of maintaining Capital Accounts shall not materially alter the economic agreement between or among the Members.

5.6          Deficit Capital Account. Except as otherwise required in the Act or this Agreement, no Member shall have any liability to restore all or any portion of a deficit balance in a Capital Account.

5.7          Withdrawal or Reduction of Capital Contributions. A Member shall not receive from the Company any portion of a Capital Contribution until all indebtedness and liabilities of the Company, except any indebtedness, liabilities and obligations to Members on account of their Capital Contributions, have been paid or there remains property of the Company, in the sole discretion of the Members, sufficient to pay them. A Member, irrespective of the nature of the Capital Contribution of such Member, has only the right to demand and receive cash in return for such Capital Contribution.

ARTICLE VI
Allocations and Distributions

6.1          Allocations of Profits and Losses and Distributions if There is One Member. So long as there shall be only one Member, the Net Profits and Net Losses of the Company shall belong to such Member and any Distributions determined to be made by the Manager shall be distributed to such Member. Distribution of liquidation proceeds shall be governed by Section 8.2. Sections 6.2, 6.3 and 6.4 applies if there shall be more than one Member.

6.2          Allocations of Profits and Losses. If there is more than one Member, the Net Profits and the Net Losses for each Fiscal Year shall be allocated among the Members in accordance with the respective Membership Interests.

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6.3          Required Special Allocations if there is More than One Member. Notwithstanding Section 6.2 hereof, if there is more than one Member:

(a)           Appropriate adjustments shall be made to the allocations of Net Profits and Net Losses to the extent required under Section 704(c) of the Code and the Treasury Regulations thereunder and under Sections 1.704-1 (b)(2)(iv)(d), (e), (f) and (g) of the Treasury Regulations.

(b)           Any Member Nonrecourse Deductions shall be specially allocated to the Member(s) that bear(s) the economic risk of loss with respect to the Member Nonrecourse Debt to which the Member Nonrecourse Deductions are attributable in accordance with Section 1.704-2(i)(l) of the Treasury Regulations.

(c)           Appropriate adjustments shall be made to the allocations of Net Profits and Net Losses to the extent required to comply with the “qualified income offset” provisions of Section 1.704-l(b)(2)(ii)(d) of the Treasury Regulations, the Company “minimum gain chargeback” provisions of Section 1.704-2(f) of the Treasury Regulations, and the Member “minimum gain chargeback” provisions of Section 1.704-2(i)(4) of the Treasury Regulations, all issued pursuant to Section 704(b) of the Code. To the extent permitted by such Treasury Regulations, the allocations in such year and subsequent years shall be further adjusted so that the cumulative effect of all the allocations shall be the same as if all such allocations were made pursuant to Section 6.2 hereof (as adjusted by Section 6.3(a) hereof) without regard to Section 6.3(b) and this Section 6.3(c).

6.4          Distributions. If there is more than one Member, the Manager may from time to time make Distributions pro rata in proportion to Membership Interests as of the record date set for such Distribution. Distribution of liquidation proceeds shall be governed by Section 8.2.

6.5          Offset. The Company may offset all amounts owing to the Company by a Member against any Distribution to be made to such Member.

6.6          Limitation Upon Distributions. No Distribution shall be declared and paid unless, after such Distribution is made, the assets of the Company are in excess of all liabilities of the Company.

6.7          Interest on and Return of Capital Contributions. No Member shall be entitled to interest on its Capital Contribution or to a return of its Capital Contribution, except as specifically set forth in this Agreement.

6.8          Accounting Period. The accounting period of the Company shall be the Fiscal Year.

ARTICLE VII
Taxes; Books and Records; Information

7.1          Tax Returns. If there is more than one Member, the Manager shall cause to be prepared and filed all necessary federal and state income tax returns for the Company. Each Member shall furnish to the Manager all pertinent information in its possession relating to Company operations that is necessary to enable the Company’s income tax returns to be prepared and filed.

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7.2          Tax Elections. If there is more than one Member, the Company shall make such elections on the appropriate tax returns as the Manager may deem appropriate and in the best interests of the Members. Neither the Company nor any Member may make an election for the Company to be taxed as a corporation under the Code or any similar provisions of applicable state law, and no provisions of this Agreement shall be interpreted to authorize any such election.

7.3          Tax Matters Partners. If there is more than one Member, the Manager shall designate the Member to be the “tax matters partner” of the Company pursuant to Section 6231(a)(7) of the Code.

7.4          Books and Records. The Company shall keep books and records of accounts and minutes of all decisions taken by the Member and the Manager.

7.5          Information. A Member may inspect during ordinary business hours and at the principal place of business of the Company the Articles of Organization, this Agreement, the minutes of any decision of the Member or meeting of the Manager, any tax returns of the Company for the immediately preceding three Fiscal Years, and all other business records in the possession of the Company; provided that such inspection does not unreasonably interfere with the day-to-day operations of the Company and are for a purpose reasonably related to the Member’s interest in the Company.

ARTICLE VIII
Dissolution

8.1          Dissolution. The Company shall be dissolved and its affairs shall be wound up upon the first to occur of the following:

(a)           The unanimous vote or written consent of the holders of all the Membership Interests; or

(b)           The entry of a decree by a court of competent jurisdiction that dissolution and liquidation of the Company is required by law.

8.2          Winding Up. Upon the dissolution of the Company, the Manager may, in the name of and for an on behalf of the Company, prosecute and defend suits, whether civil, criminal or administrative, and sell or otherwise dispose of the Company’s assets to the extent permitted by any agreement dealing with the Company’s assets, discharge the Company’s liabilities for which a Member or Members have assumed personal liability and distribute to the Members any remaining assets of the Company, all without affecting the liability of Members. Upon such a winding up of the Company, the assets shall be distributed as follows:

(a)           First, to the payment of the debts and liabilities of the Company, including Members who are creditors, including any expenses of the Company incidental to such winding-up and dissolution;

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(b)           Second, to the setting up of any reserves which the Manager may deem reasonably necessary for any contingent or unforeseen liabilities or obligations of the Company and at the expiration of such period, as the Manager may deem advisable, for distribution in the manner hereinafter provided; and

(c)           Third, in accordance with the first sentence of Section 6.1 or the first sentence of Section 6.4 hereof, as applicable.

8.3          Articles of Termination. Upon the completion of the distribution of the Company’s assets as provided in Section 8.2 hereof, the Company shall be terminated, and the Manager shall execute and cause the Articles of Termination to be filed with the Director of the Department of Commerce and Consumer Affairs of the State of Hawaii and all qualifications of the Company as a foreign limited liability company to be canceled and shall take such other actions as may be necessary to terminate the Company.

8.4          Deficit Capital Account. Upon a liquidation of the Company within the meaning of Section 1.704-1(b)(2)(ii)(g) of the Treasury Regulations, if any Member has a deficit Capital Account (after giving effect to all contributions, distributions, allocations and other adjustments for all Fiscal Years, including the Fiscal Year in which such liquidation occurs), the Member shall have no obligation to make any Capital Contribution, and the negative balance of any Capital Account shall not be considered a debt owed by the Member to the Company or to any other Person for any purpose.

8.5          Nonrecourse to Other Members or the Manager. Except as provided by applicable law or as expressly provided in this Agreement, upon dissolution, each Member shall receive a return of its Capital Contribution solely from the assets of the Company. If the assets of the Company remaining after the payment or discharge of the debts and liabilities of the Company are insufficient to return any Capital Contribution of any Member, such Member shall have no recourse against any other Member or the Manager.

8.6          Distribution in Kind.

(a)           Notwithstanding the provisions of Section 8.2 which require the liquidation of the assets of the Company, but subject to the order of priorities provided thereunder, if upon the dissolution of the Company the Manager determines that an immediate sale of part or all of the assets of the Company would be impractical or would cause undue loss to the Members, the Manager may, in its absolute discretion, defer for a reasonable time the liquidation of any assets except those necessary to satisfy liabilities of the Company (other than those to Members) and may, in its absolute discretion, distribute to the Members, in lieu of cash, as tenants in common, undivided interests in such Company assets as the Manager deems not suitable for liquidation.

(b)           Any distributions in kind shall be subject to such conditions relating to the disposition and management of such assets as the Manager deems reasonable and equitable and to any agreements governing the operating of such assets at such time. The Manager shall determine the fair market value of any property distributed in kind using such reasonable method of valuation as it may adopt.

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ARTICLE IX
General Provisions

9.1          Notices. Any notice, demand or other communication required or permitted to be given pursuant to this Agreement shall have been sufficiently given for all purposes if delivered personally or by overnight courier service to the party to whom such notice, demand or other communication is directed or (b) sent by registered or certified mail, postage prepaid, addressed to the Member or the Company at its address set forth in this Agreement. Except as otherwise provided in this Agreement, any such notice shall be deemed to be given (i) when received if delivered personally or by overnight courier and (ii) three business days after the date on which it was deposited in a regularly maintained receptacle for the deposit of United States mail, addressed and sent as set forth in this section.

9.2          Amendments. This document sets forth the entire limited liability company agreement of the Company and may be amended by the Member as it sees fit or, if there is more than one Member, by the unanimous consent or approval of all of the Membership Interests.

9.3          No Rights of Creditors and Third Parties Under Agreement. This Agreement is entered into by the Member for the exclusive benefit of the Company, its Members and permitted successors and assigns. This Agreement is expressly not intended for the benefit of any creditor of the Company or any other Person. No such creditor or any third party shall have any rights under this Agreement or any agreement between the Company and any Member with respect to any Capital Contribution or otherwise.

9.4          Construction. Whenever the singular number is used in this Agreement and when required by the context, the same shall include the plural and vice versa, and the masculine gender shall include the feminine and neuter genders and vice versa.

9.5          Headings. The headings in this Agreement are for convenience only and shall not be used to interpret or construe any provision of this Agreement.

9.6          Waiver. No failure of a Member to exercise, and no delay by a Member in exercising, any right or remedy under this Agreement shall constitute a waiver of such right or remedy. No waiver by a Member of any such right or remedy under this Agreement shall be effective unless made in a writing duly executed by all Members and specifically referring to each such right or remedy being waived.

9.7          Severability. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law. However, if any provision of this Agreement shall be prohibited by or invalid under such law, it shall be deemed modified to conform to the minimum requirements of such law or, if for any reason it is not deemed so modified, it shall be prohibited or invalid only to the extent of such prohibition or invalidity without the remainder thereof or any other such provision being prohibited or invalid.

9.8          Binding Effect. This Agreement shall be binding upon and inure to the benefit of each of the Members, and its successors and assignees, except no right or obligation of a Member under this Agreement may be assigned by such Member to another Person without first obtaining the written consent of the Manager.

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9.9          Governing Law. This Agreement shall be governed by, and construed under, the laws of the State of Hawaii, all rights and remedies being governed by said laws.

[Signature Page Follows]

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IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has duly executed this Agreement as of the date first indicated above.

MEMBER:
AQUA HOTELS AND RESORTS OPERATOR LLC,
a Delaware limited liability company
By: Aqua Hospitality LLC, its managing member
	By:	/s/ Steven E. Orbuch
		Name: Steven E. Orbuch
		Title: Authorized Person

Signature Page to First Amended Operating Agreement of Hotel Management Services, LLC

EX-3.38

Exhibit 3.38

CERTIFICATE OF INCORPORATION

OF

H-SUB 68, INC.

The undersigned, for the purposes hereinafter stated, under and pursuant to the provisions of the General Corporation Law of Delaware, does hereby certify as follows:

FIRST:  The name of the Corporation is:

H-SUB 68, INC.

SECOND:  The Registered Office of the Corporation is to be located at 32 Loockerman Square, Suite L-100, in the City of Dover, in the County of Kent, in the State of Delaware.  The name of its Registered Agent at that address is The Prentice-Hall Corporation System, Inc.

THIRD:  The purpose of the Corporation is to engage in any lawful act or activity for which Corporations may be organized under the General Corporation Law of Delaware.

FOURTH:  The total number of shares which the Corporation shall have authority to issue is one hundred (100), all of which are classified as common stock without par value.

FIFTH:  The original by-laws of the Corporation may be adopted by the sole incorporator named herein, or by the initial directors of the Corporation.  Thereafter, in furtherance and not in limitation of the powers conferred by the laws of the State of Delaware, the Board of Directors and/or the stockholders of the Corporation are expressly empowered to make, alter, amend or repeal by-laws in the manner to be determined by the terms of the by-laws of the Corporation then in existence.

SIXTH:  The name and mailing address of the sole incorporator is Jean Santore, c/o Hyatt Corporation, 200 W. Madison, Chicago, Illinois 60606.

SEVENTH:  The Corporation shall have perpetual existence.

EIGHTH:  The Corporation shall, to the full extent permitted by Section 145 of the Delaware General Corporation Law, as amended from time to time, indemnify all persons whom it may indemnify pursuant thereto.

NINTH:  The personal liability of the directors of the Corporation is hereby eliminated to the fullest extent permitted by Paragraph (7) of Subsection (b) of Section 102 of the General Corporation Law of the State of Delaware, as the same may be amended and supplemented.

IN WITNESS WHEREOF, the undersigned does make this Certificate hereby declaring and certifying that the facts herein stated are true and accordingly, has hereunto set her hand and seal this 8th day of March, 1994.

/s/ Jean Santore

Jean Santore

Sole Incorporator

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CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

H-SUB 68, INC.

Adopted in accordance with the provisions of
Section 241 of the General Corporation Law
of the State of Delaware

I, Jean Santore, the sole incorporator of H-SUB 68, INC., a Corporation existing under the laws of the State of Delaware, do hereby certify as follows:

FIRST:                  That the Certificate of Incorporation of said Corporation has been amended to read as follows:

By striking out the whole of Article First hereof as it now exists and inserting in lieu and instead thereof a new Article First, reading as follows:

“FIRST:  The name of the Corporation is:

HT-HARTFORD, INC.”

SECOND:             That said Corporation has not received any payment for any of its stock.

THIRD:                 That such amendment has been duly adopted in accordance with the provisions of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, the undersigned declares and certifies that the facts herein stated are true and has hereunto set her hand and seal as of this 25th day of April, 1994.

/s/ Jean Santore

Jean Santore

Sole Incorporator

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CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

CC-HARTFORD, INC.

Adopted in accordance with the provisions of
Section 241 of the General Corporation Law
of the State of Delaware

I, Jean Santore, the sole incorporator of CC-HARTFORD, INC., a Corporation existing under the laws of the State of Delaware, do hereby certify as follows:

FIRST:                  That the Certificate of Incorporation of said Corporation has been amended to read as follows:

By striking out the whole of Article First hereof as it now exists and inserting in lieu and instead thereof a new Article First, reading as follows:

“FIRST: The name of the Corporation is:

HT-HIGHLANDS, INC.”

SECOND:             That said Corporation has not received any payment for any of its stock.

THIRD:                 That such amendment has been duly adopted in accordance with the provisions of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, the undersigned declares and certifies that the facts herein stated are true and has hereunto set her hand and seal as of this 7th day of September, 1994.

/s/ Jean Santore

Jean Santore

Sole Incorporator

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EX-3.39

Exhibit 3.39

HT-HIGHLANDS, INC.

-o-0-o-

BY-LAWS

-o-0-o-

ARTICLE I

OFFICES

Section 1.The registered office shall be in the City of Dover, County of Kent, State of Delaware.

Section 2.The corporation may also have offices at such other places both within and without the State of Delaware as the board of directors may from time to time determine or the business of the corporation may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

Section 1.All meetings of the stockholders for the election of directors shall be held in the City of Chicago, State of Illinois, at such place as may be fixed from time to time by the board of directors, or at such other place either within or without the State of Delaware as shall be designated from time to time by the board of directors and stated in the notice of the meeting.  Meetings of stockholders for any other purpose may be held at such time and place, within or without the State of Delaware, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

Section 2.Annual meetings of stockholders, commencing with the year 1994, shall be held on the first Monday of June if not a legal holiday, and if a legal holiday, then on the next secular day following, at 10:00 A. M., or at such other date and time as shall be designated from time to time by the board of directors and stated in the notice of the meeting, at which they shall

elect by a plurality vote a board of directors, and transact such other business as may properly be brought before the meeting.

Section 3.Written notice of the annual meeting stating the place, date and hour of the meeting shall be given to each stockholder entitled to vote at such meeting not less than ten nor more than sixty days before the date of the meeting.

Section 4.The officer who has charge of the stock ledger of the corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder.  Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held.  The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

Section 5.Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute or by the certificate of incorporation, may be called by the president and shall be called by the president or secretary at the request in writing of a majority of the board of directors, or at the request in writing of stockholders owning a majority in amount of the entire capital stock of the corporation issued and outstanding and entitled to vote.  Such request shall state the purpose or purposes of the proposed meeting.

Section 6.Written notice of a special meeting stating the place, date and hour of the meeting and the purpose or purposes for which the meeting is called, shall be given not less than

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ten nor more than sixty days before the date of the meeting, to each stockholder entitled to vote at such meeting.

Section 7.Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.

Section 8.The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the certificate of incorporation.  If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented.  At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified.  If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

Section 9.When a quorum is present at any meeting, the vote of the holders of a majority of the stock having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which by express provision of the statutes or of the certificate of incorporation, a different vote is required, in which case such express provision shall govern and control the decision of such question.

Section 10.Unless otherwise provided in the certificate of incorporation, each stockholder shall at every meeting of the stockholders be entitled to one vote in person or by proxy

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for each share of the capital stock having voting power held by such stockholder, but no proxy shall be voted on after three years from its date, unless the proxy provides for a longer period.

Section 11.Unless otherwise provided in the certificate of incorporation, any action required to be taken at any annual or special meeting of stockholders of the corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

ARTICLE III

DIRECTORS

Section 1.The number of directors which shall constitute the whole board shall be not less than two (2).  The directors shall be elected at the annual meeting of the stockholders, except as provided in Section 2 of this Article, and each director elected shall hold office anti his successor is elected and qualified.  Directors need not be stockholders.

Section 2.Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, though less than a quorum, or by a sole remaining director, and the directors so chosen shall hold office until the next annual election and until their successors are duly elected and shall qualify, unless sooner displaced.  If there are no directors in office, then an election of directors may be held in the manner provided by statute.  If, at the time of filling any vacancy or any newly created

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directorship, the directors then in office shall constitute less than a majority of the whole board (as constituted immediately prior to any such increase), the Court of Chancery may, upon application of any stockholder or stockholders holding at least ten percent of the total number of the shares at the time outstanding having the right to vote for such directors, summarily order an election to be held to fill any such vacancies or newly created directorships, or to replace the directors chosen by the directors then in office.

Section 3.The business of the corporation shall be managed by or under the direction of its board of directors, which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the certificate of incorporation or by these by-laws directed or required to be exercised or done by the stockholders.

MEETINGS OF THE BOARD OF DIRECTORS

Section 4.The board of directors of the corporation may hold meetings, both regular and special, either within or without the State of Delaware.

Section 5.The first meeting of each newly elected board of directors shall be held at such time and place as shall be fixed by the vote of the stockholders at the annual meeting and no notice of such meeting shall be necessary to the newly elected directors in order legally to constitute the meeting, provided a quorum shall be present.  In the event of the failure of the stockholders to fix the time or place of such first meeting of the newly elected board of directors, or in the event such meeting is not held at the time and place so fixed by the stockholders, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the board of directors, or as shall be specified in a written waiver signed by all of the directors.

Section 6.Regular meetings of the board of directors may be held without notice at such time and at such places as shall from time to time be determined by the board.

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Section 7.Special meetings of the board may be called by the president without notice to each director; special meetings shall be called by the president or secretary in like manner and on like notice on the written request of two directors unless the board consists of only one director; in which case special meetings shall be called by the president or secretary in like manner and on like notice on the written request of the sole director.

Section 8.At all meetings of the board a majority of the directors shall constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the board of directors, except as may be otherwise specifically provided by statute or by the certificate of incorporation.  If a quorum shall not be present at any meeting of the board of directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

Section 9.Unless otherwise restricted by the certificate of incorporation or these by-laws, any action required or permitted to be taken at any meeting of the board of directors or of any committee thereof may be taken without a meeting, if all members of the board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the board or committee.

Section 10.Unless otherwise restricted by the certificate of incorporation or these by-laws, members of the board of directors, or any committee designated by the board of directors, may participate in a meeting of the board of directors, or any committee, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.

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COMMITTEES OF DIRECTORS

Section 11.The board of directors may, by resolution passed by a majority of the whole board, designate one or more committees, each committee to consist of one or more of the directors of the corporation.  The board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee.

In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the board of directors to act at the meeting in the place of any such absent or disqualified member.

Any such committee, to the extent provided in the resolution of the board of directors, shall have and may exercise all the powers and authority of the board of directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to amending the certificate of incorporation, adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange or all of substantially all of the corporation’s property and assets, recommending to the stockholders a dissolution of the corporation or a revocation of a dissolution, or amending the by-laws of the corporation; and, unless the resolution or the certificate of incorporation expressly so provide, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of stock. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the board of directors.

Section 12.Each committee shall keep regular minutes of its meetings and report the same to the board of directors when required.

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COMPENSATION OF DIRECTORS

Section 13.Unless otherwise restricted by the certificate of incorporation or these by-laws, the board of directors shall have the authority to fix the compensation of directors.  The directors may be paid their expenses, if any, of attendance at each meeting of the board of directors and may be paid a fixed sum for attendance at each meeting of the board of directors or a stated salary as director.  No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor.  Members of special or standing committees may be allowed like compensation for attending committee meetings.

REMOVAL OF DIRECTORS

Section 14.Unless otherwise restricted by the certificate of incorporation or these by-laws, any director or the entire board of directors may be removed, with or without cause, by the holders of a majority of shares entitled to vote at an election of directors.

ARTICLE IV

NOTICES

Section 1.Whenever, under the provisions of the statutes or of the certificate of incorporation or of these by-laws, notice is required to be given to any director or stockholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, addressed to such director or stockholder, at his address as it appears on the records of the corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Notice to directors may also be given by telegram.

Section 2.Whenever any notice is required to be given under the provisions of the statutes or of the certificate of incorporation or of these by-laws, a waiver thereof in writing, signed

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by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

ARTICLE V

OFFICERS

Section 1.The officers of the corporation shall be chosen by the board of directors and shall be a president, a vice president, a secretary and a treasurer.  The board of directors may also choose additional vice presidents, and one or more assistant secretaries and assistant treasurers.  Any number of offices may be held by the same person, unless the certificate of incorporation or these by-laws other- wise provide.

Section 2.The board of directors at its first meeting after each annual meeting of stockholders shall choose a president, one or more vice presidents, a secretary and a treasurer.

Section 3.The board of directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the board.

Section 4.The salaries of all officers and agents of the corporation shall be fixed by the board of directors.

Section 5.The officers of the corporation shall hold office until their successors are chosen and qualify.  Any officer elected or appointed by the board of directors may be removed at any time by the affirmative vote of a majority of the board of directors.

Any vacancy occurring in any office of the corporation shall be filled by the board of directors.

THE PRESIDENT

Section 6.The president shall be the chief executive officer of the corporation, shall preside at all meetings of the stockholders and the board of directors, shall have general and active

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management of the business of the corporation and shall see that all orders and resolutions of the board of directors are carried into effect.

Section 7.He shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the board of directors to some other officer or agent of the corporation.

THE VICE PRESIDENTS

Section 8.In the absence of the president or in the event of his inability or refusal to act, the vice president (or in the event there be more than one vice president, the vice presidents in the order designated by the directors, or in the absence of any designation, then in the order of their election) shall perform the duties of the president, and when so acting, shall have all the powers of and be subject to all the restrictions upon the president.  The vice president shall per-form such other duties and have such other powers as the board of directors may from time to time prescribe.

THE SECRETARY AND ASSISTANT SECRETARY

Section 9.The secretary shall attend all meetings of the board of directors and all meetings of the stockholders and record all the proceedings of the meetings of the corporation and of the board of directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required.  He shall give, or cause to be given notice of all meetings of the stockholders and special meetings of the board of directors, and shall perform such other duties as may be prescribed by the board of directors or president, under whose supervision he shall be.  He shall have custody of the corporate seal of the corporation and he, or an assistant secretary, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by his signature or by the signature of such assistant secretary.  The board of directors may

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give general authority to any other officer to affix the seal of the corporation and to attest the affixing by his signature.

Section 10.The assistant secretary, or if there be more than one, the assistant secretaries in the order determined by the board of directors (or if there be no such determination, then in the order of their election) shall, in the absence of the secretary or in the event of his inability or refusal to act, perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

THE TREASURER AND ASSISTANT TREASURERS

Section 11.The treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the board of directors.

Section 12.He shall disburse the funds of the corporation as may be ordered by the board of directors, taking proper vouchers for such disbursements, and shall render to the president and the board of directors, at its regular meetings, or when the board of directors so requires, an account of all his transactions as treasurer and of the financial condition of the corporation.

Section 13.If required by the board of directors, he shall give the corporation a bond (which shall be renewed every six years) in such sum and with such surety or sureties as shall be satisfactory to the board of directors for the faithful performance of the duties of his office and for the restoration to the corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the corporation.

Section 14.The assistant treasurer, or if there shall be more than one, the assistant treasurers in the order determined by the board of directors (or if there be no such determination,

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then in the order of their election), shall, in the absence of the treasurer or in the event of his inability or refusal to act, perform the duties and exercise the powers of the treasurer and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

ARTICLE VI

CERTIFICATE OF STOCK

Section 1.Every holder of stock in the corporation shall be entitled to have a certificate, signed by, or in the name of the corporation by, the chairman or vice chairman of the board of directors, or the president or a vice president and the treasurer or an assistant treasurer, or the secretary or an assistant secretary of the corporation, certifying the number of shares owned by him in the corporation.

Section 2.Any or all of the signatures on the certificate may be facsimile.  In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued it may be issued by the corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue.

LOST CERTIFICATES

Section 3.The board of directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of the fact by the person claiming the certificate of stock to be lost, stolen or destroyed.  When authorizing such issue of a new certificate or certificates, the board of directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require

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and/or to give the corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost, stolen or destroyed.

TRANSFER OF STOCK

Section 4.Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignation or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books.

FIXING RECORD DATE

Section 5.In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the board of directors may fix, in advance, a record date, which shall not be more than sixty nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the board of directors may fix a new record date for the adjourned meeting.

REGISTERED STOCKHOLDERS

Section 6.The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares

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on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.

ARTICLE VII

GENERAL PROVISIONS

DIVIDENDS

Section 1.Dividends upon the capital stock of the corporation, subject to the provisions of the certificate of incorporation, if any, may be declared by the board of directors at any regular or special meeting, pursuant to law.  Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the certificate of incorporation.

Section 2.Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the directors shall think conducive to the interest of the corporation, and the directors may modify or abolish any such reserve in the manner in which it was created.

ANNUAL STATEMENT

Section 3.The board of directors shall present at each annual meeting, and at any special meeting of the stockholders when called for by vote of the stockholders, a full and clear statement of the business and condition of the corporation.

CHECKS

Section 4.All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons as the board of directors may from time to time designate.

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FISCAL YEAR

Section 5.The fiscal year of the corporation shall be fixed by resolution of the board of directors.

SEAL

Section 6.The corporate seal shall have inscribed thereon the name of the corporation, the year of its organization and the words “Corporate Seal, Delaware.”  The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

INDEMNIFICATION

Section 7.The corporation shall indemnify its officers, directors, employees and agents to the extent permitted by the General Corporation Law of Delaware.

ARTICLE VIII

AMENDMENTS

Section 1.These by-laws may be altered, amended or repealed or new by-laws may be adopted by the stockholders or by the board of directors, when such power is conferred upon the board of directors by the certificate of incorporation, at any regular meeting of the stockholders or of the board of directors, or at any special meeting of the stockholders or of the board of directors if notice of such alteration, amendment, repeal or adoption of new by-laws be contained in the notice of such special meeting.  If the power to adopt, amend or repeal by-laws is conferred upon the board of directors by the certificate of incorporation, it shall not divest or limit the power of the stockholders to adopt, amend or repeal by-laws.

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EX-3.40

Exhibit 3.40

CERTIFICATE OF FORMATION

OF

HTS-BC, L.L.C.

The undersigned, an authorized person, for the purpose of forming a limited liability company, under the provisions and subject to the requirements of the State of Delaware (particularly Chapter 18, Title 6 of the Delaware Code and the acts amendatory thereof and supplemental thereto, and known, identified and referred to as the “Delaware Limited Liability Company Act”), hereby certifies that:

FIRST:  The name of the limited liability company is.

HTS-BC, L.L.C.

SECOND:  The address of its registered office in the State of Delaware is 2711 Centerville Road, Suite 400, in the City of Wilmington, County of New Castle, 19808.  The name of its registered agent at such address is Corporation Service Company.

Dated this 24th day of April, 2014.

/s/ Heidi M. Belz

Heidi M. Belz

Authorized Person

EX-3.41

Exhibit 3.41

LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF
HTS-BC, L.L.C.

THIS LIMITED LIABILITY COMPANY OPERATING AGREEMENT (this “Agreement”) of HTS-BC, L.L.C., a Delaware limited liability company (the “Company”), is dated as of April 24, 2014, by and between the Company and Hyatt Corporation, a Delaware corporation (the “Member”), as the sole member of the Company.

WITNESSETH:

WHEREAS, the Company was formed as a Delaware limited liability company under the Delaware Limited Liability Company Act, as amended (the “LLC Act”), pursuant to a Certificate of Formation filed with the Delaware Secretary of State on April 24, 2014 (the “Certificate of Formation”); and

WHEREAS, the Member desires that the Company operate as a Delaware limited liability company upon the terms and conditions hereinafter set forth.

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt, adequacy and sufficiency of which is hereby acknowledged, the parties agree as follows:

ARTICLE I
DEFINED TERMS; EXHIBITS, SCHEDULES, ETC.

1.1Definitions.  As used in this Agreement, the following terms shall have the meanings indicated below:

“Capital Contribution” means, with respect to the Member, the amount of money or property contributed to the Company by the Member from time to time.

“Membership Interest” means the Member’s entire interest in the Company, which shall entitle the Member to (i) an interest in the profits, losses, distributable cash and net proceeds of liquidation of the Company, as set forth herein; (ii) any right to vote as set forth herein or as required under the LLC Act; and (iii) any right to participate in the management of the Company as set forth herein or as required under the LLC Act.  A Membership Interest is personal property and the Member shall have no interest in the specific assets or property of the Company.

“Membership Percentage” means, with respect to the Member, the Member’s percentage ownership interest in the Company set forth on Exhibit A, hereto, as the same may be amended from time to time to reflect the relative Capital Contribution of the Member.

“Person” means any individual, corporation, general partnership, limited partnership, limited liability company, joint venture, trust, business trust, cooperative, association or other legal entity.

1.2References.  References to an “Exhibit” are, unless otherwise specified, to one of the exhibits attached to this Agreement, and references to an “Article” or a “Section” are, unless otherwise specified, to one of the articles or sections of this Agreement.

ARTICLE II
ORGANIZATIONAL MATTERS

2.1Formation of Company.  Pursuant to the Certificate of Formation duly filed with the Secretary of State of the State of Delaware on April 24, 2014, the Company has been formed as a limited liability company for the purposes and upon the terms and conditions hereinafter set forth.  Except as provided herein, the rights, duties and liabilities of the Member of the Company shall be as provided in the LLC Act.

2.2Name.  The name of the Company is HTS-BC, L.L.C., or such other name as may be selected from time to time by the Member.

2.3Purpose.  The purpose and business of the Company is to engage in any lawful business or activity permitted by the LLC Act.

2.4Term.  The term of the Company commenced on April 24, 2014 and shall continue perpetually unless earlier terminated pursuant to Section 10.1 hereof.

2.5Principal Office.  The location of the Company’s principal office is 71 South Wacker Drive, 12th Floor, Chicago, Illinois 60606, Attention:  General Counsel, or such other place as may be selected from time to time by the Member.  The Company may conduct business at such additional places as the Member shall deem advisable.

2.6Registered Agent and Registered Office.  The statutory agent for service of process and the registered office of the Company in the State of Delaware shall be Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, or such other statutory agent and registered office as the Board of Managers may determine from time to time.

2.7Fiscal Year.  The fiscal year of the Company shall end on December 31 of each year or such other date as the Board of Managers may select in its discretion from time to time.

ARTICLE III
CAPITAL CONTRIBUTIONS; ETC.

3.1Capital Contributions.  The Member shall be deemed for purposes of this Agreement to have contributed to the capital of the Company the consideration (if any) in the books and records of the Company.  The Member shall not be obligated to make any additional Capital Contributions to the Company.

3.2Withdrawal; Return of Capital.  Except as specifically provided herein, the Member shall not be entitled to any distributions from the Company or to withdraw any part of the Member’s Capital Contribution prior to the Company’s dissolution and liquidation or, when such withdrawal of capital is permitted, to demand distribution of property other than money.  The Member shall not be entitled to interest on its Capital Contribution.

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3.3No Appraisal Rights.  The Member shall not have any appraisal rights under the LLC Act.

ARTICLE IV
DISTRIBUTIONS AND ALLOCATIONS

4.1Distributions.  The timing and amount of distributions shall be determined by the Board of Managers.

4.2Allocations.  The profits and losses of the Company shall be allocated by the President.

ARTICLE V
ACCOUNTING AND ADMINISTRATIVE MATTERS

5.1Books and Records.  The Company will maintain true, complete and correct books of account of the Company on an annual tax accounting basis using the cash method of accounting consistent with the Company’s fiscal year.  The books of account shall contain particulars of all monies, goods or effects belonging to or owing to or by the Company, or paid, received, sold or purchased by the Company, and all of such other transactions, matters and things relating to the business of the Company as are usually entered in books of accounts kept by Persons engaged in a business of a like kind and character or as otherwise required pursuant to the LLC Act.

5.2Tax Matters Member.  The Member shall be the “Tax Matters Member” for the Company, and, as such, shall have the same authority as a tax matters partner as defined in Section 6231(a)(7) of the Internal Revenue Code of 1986, as amended (the “Code”) and analogous provisions of state and local law.  The Tax Matters Member shall have the power and perform (or cause to be performed) the obligations required of a tax matters partner to the extent and in the manner provided by applicable Code Sections and Regulations promulgated thereunder.  In connection with the performance of its duties hereunder, the Tax Matters Member shall have the right to engage, on behalf of the Company and at the Company’s expense, such advisors as it shall reasonably deem appropriate.

ARTICLE VI
BOARD OF MANAGERS

6.1Board of Managers.  Except as specifically provided herein, the management and control of the Company shall be vested exclusively in a Board of Managers (the “Board of Managers”), which shall be appointed from time to time by the Member.  The number of members of the Board of Managers of the Company shall be determined by the Member from time to time, and the initial number of members of the Board of Managers of the Company shall be two (2).  Each member of the Board of Managers shall hold office until the earlier of his or her resignation or removal, or until his or her successor shall have been duly appointed and qualified in accordance herewith.  Without limiting the foregoing, the Board of Managers shall be responsible for the establishment of policy and operating procedures respecting the business affairs of the Company (including, without limitation, acquisitions, approval of major projects, contracts and purchase orders, all in a manner consistent with this Agreement).  The Board of Managers shall have the

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authority to appoint and remove, with or without cause, and replace, officers and assign to them such duties and provide them with such authority as it deems appropriate.

6.2Manner of Acting.  Except as otherwise expressly provided in this Agreement, any action or determination permitted or required to be taken or made by the Board of Managers hereunder or under the LLC Act shall be authorized, taken or made upon the majority vote of the Board of Managers.  A Manager of the Company who is present at a meeting of the Board of Managers at which action on a Company matter is taken shall be conclusively presumed to have assented to the action taken unless his or her dissent shall be entered into the minutes of the meeting or unless he or she shall file his or her written dissent to such action with the person acting as the Secretary of the meeting before the adjournment thereof or shall forward such dissent by registered or certified mail to the Secretary of the Company immediately after the adjournment of the meeting.  Such right to dissent shall not apply to a Manager who votes in favor of such action.

6.3Board of Managers Meetings.  The Board of Managers may hold meetings either within or outside the State of Delaware.  Subject to the provisions of the LLC Act, members of the Board of Managers, or any committee designated by the Board of Managers, may participate in Board of Managers and committee meetings by any means of communications, including telephone conference, electronic video screen communication or other communications equipment; provided that all participants in the meeting can hear each other, or otherwise participate concurrently.  Such participation in a meeting shall constitute presence in person at the meeting.

6.4Meetings; Notices.

(a)Regular meetings of the Board of Managers may be held on at least one (1) day’s prior written notice at such time and at such place as shall from time to time be determined by the Board of Managers.

(b)Special meetings of the Board of Managers for any purpose or purposes may be called at any time by Managers constituting the majority of the Board of Managers.  Notice of the time and place of special meetings shall be delivered personally, by telephone, by facsimile or by e-mail to each Manager (i) at his or her address as shown on the Company’s records, and (ii) at least two (2) days prior to the time of the meeting.  Any oral notice given personally or by telephone may be communicated to the Manager.  The notice need not specify the place of the meeting, if the meeting is to be held at the Company’s principal office.

(c)At all meetings of the Board of Managers, a majority of the entire Board of Managers shall constitute a quorum for the transaction of business and the act of a majority of the entire Board of Managers shall be the act of the Board of Managers, except as may be otherwise specifically provided by statute or this Agreement.

(d)Whenever notice is required to be given, a written waiver thereof, signed by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice.  Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express

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purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.  Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Managers, or of a committee of the Board of Managers, need be specified in any written waiver of notice unless so required by this Agreement.

(e)If a quorum is not present at any meeting of the Board of Managers, then the Managers present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present.

6.5Board of Managers Action by Written Consent Without a Meeting.  Unless otherwise restricted by this Agreement or the LLC Act, any action required or permitted to be taken at any meeting of the Board of Managers, or of any committee thereof, may be taken without a meeting if a majority of the members of the Board of Managers or committee, as the case may be, consent thereto in writing, all Managers receive notice of such action taken and the writing or writings are filed with the minutes of proceedings of the Board of Managers or committee as the case may be.

6.6Vacancies.  Any vacancy on the Board of Managers may be filled by the Member or by a majority of the Board of Managers remaining in office.

6.7Resignation and Removal of Managers.  A Manager may resign at any time upon written notice to the Member and the Company.  A Manager may be removed, with or without cause, by the Member at any time.

6.8Compensation of Managers.  No Manager shall be entitled to compensation for his or her services as a Manager of the Company, unless otherwise determined by the Board of Managers.

6.9Committees of the Board of Managers.  The Board of Managers may designate and adopt procedures relating to the governance of one or more committees (including, but not limited to, an executive committee, an audit committee, a financing committee and a compensation committee), with each committee to consist of one or more Managers.  Any such committee shall have and may exercise only the powers and authority provided in such Board of Managers resolution.

6.10Initial Board of Managers.  Pursuant to Section 6.1 hereof, Mark S. Hoplamazian and Gebhard F. Rainer shall be, and hereby are, nominated and elected as the sole members of the Board of Managers of the Company, to act in such capacity until their resignation or removal, or until their successors shall have been duly appointed and qualified in accordance in accordance with this Agreement.

ARTICLE VII
OFFICERS

7.1Officers; Election and Term of Office.  The Board of Managers shall have the authority to designate and remove officers of the Company (each, an “Officer”), including, but not limited to, a President, one or more Vice Presidents, a Secretary, one or more Assistant Secretaries,

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a Treasurer and one or more Assistant Treasurers.  Effective on the date of this Agreement, the Officers of the Company shall be as follows:

Mark S. Hoplamazian	President
Gebhard F. Rainer	Vice President and Treasurer
Patrick Roxworthy	Vice President — Tax
Jerry O’Connor	Vice President
Tracy Gainer	Vice President
Heidi M. Belz	Secretary
David J. Blasi	Assistant Secretary

Vacancies may be filled or new offices created and filled by the Board of Managers.  Each Officer shall hold office until the earlier of his or her resignation or removal, or until his or her successor shall have been duly appointed and qualified in accordance herewith.  Each Officer shall perform such duties as specified in this Agreement or as may be prescribed from time to time by the Board of Managers, An individual may serve as an Officer in more than one office.

7.2Officers; General Rights and Duties.  Subject to the authority of the Board of Managers as provided in Article VI hereof, the Officers are hereby directed and authorized (which direction and authorization is revocable at any time by the Board of Managers), on behalf of and in the name of the Company, to implement all decisions approved by the Board of Managers and to operate the day-to-day business of the Company in the ordinary course, including, without limitation:

(a)protect and preserve the titles and interests of the Company with respect to the assets owned by or dedicated to the Company;

(b)keep all books of account and other records of the Company, in accordance with the terms of this Agreement and applicable law;

(c)carry out the responsibilities of the Company under the leasing, financing, partnership, management, operating and other contractual agreements to which it is a party;

(d)prepare and file (or cause to be prepared and filed) all necessary reports, statements, tax returns and other documents with local, state, federal, provincial, territorial, or foreign agencies or departments in connection with the business of the Company;

(e)procure and maintain insurance;

(f)employ, retain and enter into business relationships, on behalf of the Company, which are necessary or appropriate to carry out the business of the Company as shall be designated by the Member; and

(g)distribute the cash of the Company as provided in Article IV hereof and as directed by the Board of Managers.

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7.3Officers; Description of Offices.  The Officers shall have the duties and powers as set forth below:

(a)President.  The President shall be the principal executive officer of the company and shall be responsible for the general care, supervision, control and direction of the business of the Company.  The President may sign with or without the Secretary, or any other proper Officer of the Company thereunto authorized by the Board of Managers, any deeds, mortgages, bonds, contracts, or other instruments that the Board of Managers has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Managers to some other Officer or agent of the Company, or shall be required by law to be otherwise signed or executed, and in general shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Managers from time to time.

(b)Vice Presidents.  The Vice Presidents may assume and perform the duties of the President in the absence or disability of the President or whenever the office of President is vacant.  The Vice Presidents shall perform other duties commonly incident to their office and shall also perform such other duties and have such other powers as the Board of Managers or the President shall designate from time to time.

(c)Secretary.  The Secretary shall:  (i) keep and be the custodian of the books and records of the Company; (ii) see that all notices are duly given in accordance with the provisions of this Agreement or as required by the LLC Act or other applicable law; (iii) keep a register of the address of each Member, which shall be furnished to the Company by such Member; and (iv) in general perform all duties incident to the office of Secretary and such other duties as may be prescribed by the Board of Managers or the President from time to time.

(d)Assistant Secretaries.  The Assistant Secretaries may assume and perform the duties of the Secretary in the absence or disability of the Secretary or whenever the office of the Secretary is vacant.  The Assistant Secretaries shall also perform such other duties and have such other powers as the Board of Managers or the President shall designate from time to time.

(e)Treasurer.  The Treasurer shall:  (i) have charge and custody of and be responsible for all funds and securities of the Company; (ii) receive and give receipts of moneys due and payable to the Company from any source whatsoever, and deposit all such moneys not otherwise employed in the name of the Company in such bank, savings and loan association, trust company or other depositories as shall be selected by the Board of Managers; and (iii) in general perform all the duties incident to the office of Treasurer and such other duties as may be prescribed by the Board of Managers or the President from time to time. If required by the Board of Managers, the Treasurer shall give a bond for the faithful discharge of the Treasurer’s duties in such sum and with such surety or sureties as the Board of Managers shall determine.

(f)Assistant Treasurers.  The Assistant Treasurers may assume and perform the duties of the Treasurer in the absence or disability of the Treasurer or whenever

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the office of the Treasurer is vacant.  The Assistant Treasurers shall also perform such other duties and have such other powers as the Board of Managers or the President shall designate from time to time.

7.4Compensation.  The Officers of the Company shall receive such compensation, if any, as may be fixed from time to time by the Board of Managers.

7.5Resignations.  Any Officer may resign at any time by giving notice to the Company.  A resignation of an Officer need not be accepted in order to be effective.

7.6Removal.  Any Officer may be removed, with or without cause, by the Board of Managers.

7.7Vacancies.  A vacancy in any office may be filled by the Board of Managers.

ARTICLE VIII
LIMITATION ON LIABILITY AND INDEMNIFICATION

8.1Limitation on Liability.  Except as otherwise provided by the LLC Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and no Indemnified Person (as defined below) shall be obligated for any such debt, obligation or liability of the Company solely by reason of being a Member or officer of the Company, or a director, manager, partner, principal, equityholder, employee or affiliate of a Member or the Company.

8.2Indemnification and Contribution.  Neither the Member nor any officer, director, manager, principal, equityholder or employee of the Member or the Company (each, an “Indemnified Person”), as the case may be, shall be liable, responsible or accountable, whether directly or indirectly, in contract or tort or otherwise, to the Company or to the Member, as applicable, for any losses, claims, damages, liabilities or expenses, including but not limited to, reasonable attorneys’ fees (collectively, “Damages”), asserted against, suffered or incurred by the Company or by the Member arising out of, relating to or in connection with any action taken or omitted by the Indemnified Person within the scope of the authority conferred upon such Indemnified Person by this Agreement or the LLC Act, provided that such Indemnified Person shall have acted in good faith and in the belief that such act or omission was in the best interests of the Company and, provided further, that such Indemnified Person shall not have engaged in fraud, willful misconduct or gross negligence.  The Company shall, and hereby does, indemnify and hold harmless and agrees to defend each Indemnified Person from and against any Damages asserted by any Person (whether against the Company, the Member or such Indemnified Person) or otherwise incurred by such Indemnified Person by reason of any act performed by such Indemnified Person in accordance with the standards set forth in this Section 8.2 or in enforcing the provisions of the indemnities contained in this Section 8.2, Notwithstanding anything to the contrary contained in this Agreement, the Member shall have no personal liability with respect to the indemnities set forth in this Section 8.2, and any such indemnities shall be satisfied solely out of the assets of the Company.

8.3Payment of Expenses in Advance.  Expenses incurred in defending a civil or criminal action, suit or proceeding shall be paid out of Company funds in advance of the final

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disposition of such action, suit or proceeding upon receipt of an undertaking by the Indemnified Person to repay such amount unless it shall ultimately be determined that it is entitled to be indemnified by the Company.

8.4Provisions Not Exclusive.  The exculpation of liability and indemnification provided by this Article VIII shall not be deemed exclusive of any other limitation on liability or rights to which those seeking indemnification may be entitled under any statute, agreement, Member vote or otherwise.

ARTICLE IX
TRANSFER OF MEMBERSHIP INTERESTS

9.1No Restriction on Transfer.  The Member may assign, sell, pledge, encumber, give or otherwise transfer, dispose of or alienate (“Transfer”) all or any portion of its Membership Interest as allowable by the LLC Act and applicable law.

9.2Admission of New Member.

(a)Upon a Transfer or other event resulting in more than one Member of the Company, this Agreement shall be amended to reflect such multiple Members’ respective rights, interests and obligations.

(b)Any transferee, assignee, designee, pledgee or legal representative (each a “Transferee”) of the Member, pursuant to a Transfer permitted under this Agreement, shall execute and deliver such other instruments and documents necessary to cause the Transferee to become a Member, and pay all reasonable expenses in connection with such Transferee’s admission as a Member, including, but not limited to, the cost of preparation and filing of any amendment of this Agreement.

(c)A Transferee who is admitted as a Member pursuant to this Section 9.2 shall have, to the extent transferred, the rights and powers, and shall be subject to the restrictions and liabilities, of the Member under this Agreement, as amended, and the LLC Act.

(d)In the event the Member makes any Transfer, the Member agrees to provide (and to cause the Transferee to provide) to the Company such information regarding the consideration or transfer price of such Membership Interests, and any other information that the Company may reasonably request to permit the Company to prepare financial statements and tax returns in a timely manner.

9.3Terms of Admission of New Member; Creation of Preferred or Special Interests.  The Board of Managers shall have the right to admit new Members in exchange for property, cash or services on such terms as the Board of Managers may determine, and in connection therewith the Company may create series or classes or groups of Members (including the existing Member) having such relative rights, powers and duties as the Board of Managers may from time to time establish, including rights, powers and duties senior to the existing Member and may amend this Agreement and Exhibit A hereto to reflect changes in Membership Percentages in exchange for any such property, cash or services or resulting from the redemption of Membership Interests.

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ARTICLE X
DISSOLUTION AND TERMINATION

10.1Dissolution.  The Company shall continue in perpetuity unless earlier dissolved upon the first to occur of the following:

(a)the execution by the Member of a written instrument of dissolution;

(b)the entry of a decree of judicial dissolution of the Company under Section 18-802 of the LLC Act; or

(c)the sale or other disposition of all or substantially all of the Company’s assets.

10.2Liquidating Distribution.  In the event of the dissolution of the Company for any reason, the assets of the Company shall be liquidated for distribution in the following rank and order:

(a)first, to the payment and discharge of all the debts and liabilities in the order of priority as provided by the LLC Act;

(b)second, to the establishment of any necessary reserves to provide for contingent liabilities, if any; and

(c)third, to the Member.

10.3Liquidating Trustee.  Upon the dissolution of the Company, the affairs of the Company shall be wound up and terminated and its assets shall be distributed exclusively by the Person selected at the time of dissolution by the Member to oversee such matters (the “Liquidating Trustee”).  The Liquidating Trustee shall be empowered to give and receive notices, reports and payments in connection with the dissolution, liquidation and/or winding-up of the Company and shall hold and exercise such other rights and powers as are necessary or required to permit all parties to deal with the Liquidating Trustee in connection with the dissolution, liquidation, and/or winding-up of the Company and to effectuate the termination of the Company.

ARTICLE XI
MISCELLANEOUS

11.1Amendment.  This Agreement may be modified or amended at any time by the written approval of the Member, and by the Board of Managers in accordance with Section 9.3.

11.2Further Assurances.  The Member agrees to execute, acknowledge, deliver, file, record and publish such further certificates, instruments and documents, and do such other acts and things as may be required by law or to carry out the intent and purposes of this Agreement.

11.3Notices.  Any and all notices or other communications provided for herein shall be in writing and shall be considered duly given upon the earliest to occur of (a) personal delivery, (b) one (1) day after being delivered to a nationally recognized overnight courier or service, (c)

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three (3) days after being mailed by registered or certified mail, return receipt requested, postage prepaid or (d) the delivering party’s receipt of a written confirmation of an electronic transmission.  All notices shall be addressed to the Company at its principal office and to the Member at its address contained on the books of the Company.  Either party may change its address by giving notice to the other party as provided herein.

11.4Governing Law.  This Agreement shall be construed and enforced in accordance with and governed by the laws of the State of Delaware, without regard to the principles of conflicts of law.  In the event of a conflict between any provision of this Agreement and any non-mandatory provision of the LLC Act, the provisions of this Agreement shall control and take precedence.

11.5Captions; Pronouns.  All articles and section headings or captions contained in this Agreement are inserted only as a matter of convenience and for reference and in no way define, limit, extend or describe the scope of this Agreement or the intent of any provision hereof.  As used herein, all pronouns shall include the masculine, feminine, neuter, singular and plural thereof wherever the context and facts require such construction.

11.6Successor and Assigns.  This Agreement shall be binding upon the parties hereto and their respective executors, administrators, legal representatives, heirs, successors and assigns, and shall inure to the benefit of the parties hereto, and, except as otherwise herein expressly provided, their respective executors, administrators, legal representatives, successors and assigns.

11.7Severability.  If any provision of this Agreement or application to any party or circumstances shall be determined by any court of competent jurisdiction to be invalid or unenforceable to any extent, the remainder of this Agreement or the application of such provision to any other party or circumstances shall not be affected thereby, and each provision shall be valid and shall be enforced to the fullest extent permitted by law.

11.8Entire Agreement.  This Agreement, including any exhibits and schedules thereto, contains the entire understanding and agreement of the parties hereto relating to the subject matter and supersedes all prior agreements relative hereto which are not contained herein.

11.9Counterparts.  This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which, when taken together, shall be deemed one agreement.

Signature page follows.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.

THE MEMBER:
HYATT CORPORATION
By:	/s/ Gebhard F. Rainer
	Name:	Gebhard F. Rainer
	Title:	Executive Vice President and Chief Financial Officer
THE COMPANY:
HTS-BC, L.L.C.
By:	/s/ Heidi M. Belz
	Name:	Heidi M. Belz
	Title:	Secretary

[Signature Page to LLC Agreement of HTS-BC, L.L.C.]

BOARD OF MANAGERS

The undersigned, being all of the members of the Board of Managers of the Company, hereby join in the execution of this Agreement solely with respect to the appointment of Officers set forth in Section 7.1 hereof.

/s/ Mark S. Hoplamazian

Mark S. Hoplamazian

/s/ Gebhard F. Rainer

Gebhard F. Rainer

[Signature Page to LLC Agreement of HTS-BC, L.L.C. – Board of Managers]

Exhibit A

	MEMBERSHIP
MEMBER	PERCENTAGE
Hyatt Corporation	100	%

EX-3.42

Exhibit 3.42

CERTIFICATE OF INCORPORATION

OF

HTS-BEACH HOUSE, INC.

The undersigned, for the purposes hereinafter stated, under and pursuant to the provisions of the General Corporation Law of Delaware, does hereby certify as follows:

FIRST:  The name of the Corporation is:

HTS-BEACH HOUSE, INC.

SECOND:  The Registered Office of the Corporation is to be located at 1013 Centre Road, in the City of Wilmington, in the County of New Castle, in the State of Delaware, The name of its Registered Agent at that address is The Prentice-Hall Corporation System, Inc.

THIRD:  The purpose of the Corporation is to engage in any lawful act or activity for which Corporations may be organized under the General Corporation Law of Delaware.

FOURTH:  The total number of shares which the Corporation shall have authority to issue is one hundred (100), all of which are classified as common stock without per value.

FIFTH:  The original by-laws of the Corporation may be adopted by the sole incorporator named herein, or by the initial directors of the Corporation.  Thereafter, in furtherance and not in limitation of the powers conferred by the laws of the State of Delaware, the Board of Directors and/or the stockholders of the Corporation are expressly empowered to make, alter, amend or repeal by-laws in the manner to be determined by the terms of the by-laws of the Corporation then in existence.

SIXTH:  The name and mailing address of the sole incorporator is Jean Santore, c/o Hyatt Corporation, 200 W. Madison, Chicago, Illinois 60606.

SEVENTH:  The Corporation shall have perpetual existence.

EIGHTH:  The Corporation shall, to the full extent permitted by Section 145 of the Delaware General Corporation Law, as amended from time to time, indemnify all persons whom it may indemnify pursuant thereto.

NINTH:  The personal liability of the directors of the Corporation is hereby eliminated to the fullest extent permitted by Paragraph (7) of Subsection (b) of Section 102 of the General Corporation Law of the State of Delaware, as the some may be amended and supplemented.

IN WITNESS WHEREOF, the under signed docs make this Certificate hereby declaring and certifying that the facts herein .slated arc true and accordingly, has hereunto set her hand and seal this 9th day of April, 1996.

/s/ Jean Santore

Jean Santore

Sole Incorporator

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EX-3.43

Exhibit 3.43

HTS-BEACH HOUSE, INC.

BY-LAWS

ARTICLE I

OFFICES

Section 1.The registered office shall be in the City of Wilmington, County of Newcastle, State of Delaware.

Section 2.The corporation may also have offices at such other places both within and without the State of Delaware as the board of directors may from time to time determine or the business of the corporation may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

Section 1.All meetings of the stockholders for the election of directors shall be held in the City of Chicago, State of Illinois, at such place as may be fixed from time to time by the board of directors, or at such other place either within or without the State of Delaware as shall be designated from time to time by the board of directors and stated in the notice of the meeting.  Meetings of stockholders for any other purpose may be held at such time and place, within or without the State of Delaware, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

Section 2.Annual meetings of stockholders, commencing with the year 1996, shall be held on the first Monday of June if not a legal holiday, and if a legal holiday, then on the next secular day following, at 10:00 A. M., or at such other date and time as shall be designated from time to time by the board of directors and stated in the notice of the meeting, at which they shall elect by a plurality vote a board of directors, and transact such other business as may properly be brought before the meeting.

Section 3.Written notice of the annual meeting stating the place, date and hour of the meeting shall be given to each stockholder entitled to vote at such meeting not less than ten nor more than sixty days before the date of the meeting.

Section 4.The officer who has charge of the stock ledger of the corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder.  Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held.  The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

Section 5.Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute or by the certificate of incorporation, may be called by the president and shall be called by the president or secretary at the request in writing of a majority of the board of directors, or at the request in writing of stockholders owning a majority in amount of the entire capital stock of the corporation issued and outstanding and entitled to vote.  Such request shall state the purpose or purposes of the proposed meeting.

Section 6.Written notice of a special meeting stating the place, date and hour of the meeting and the purpose or purposes for which the meeting is called, shall be given not less than ten nor more than sixty days before the date of the meeting, to each stockholder entitled to vote at such meeting.

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Section 7.Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.

Section 8.The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the certificate of incorporation.  If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented.  At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified.  If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

Section 9.When a quorum is present at any meeting, the vote of the holders of a majority of the stock having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which by express provision of the statutes or of the certificate of incorporation, a different vote is required, in which case such express provision shall govern and control the decision of such question.

Section 10.Unless otherwise provided in the certificate of incorporation, each stockholder shall at every meeting of the stockholders be entitled to one vote in person or by proxy for each share of the capital stock having voting power held by such stockholder, but no

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proxy shall be voted on after three years from its date, unless the proxy provides for a longer period.

Section 11.Unless otherwise provided in the certificate of incorporation, any action required to be taken at any annual or special meeting of stockholders of the corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.  Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

ARTICLE III

DIRECTORS

Section 1.The number of directors which shall constitute the whole board shall be not less than two (2).  The directors shall be elected ‘at the annual meeting of the stockholders, except as provided in Section 2 of this Article, and each director elected shall hold office until his successor is elected and qualified.  Directors need not be stockholders.

Section 2.Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, though less than a quorum, or by a sole remaining director, and the directors so chosen shall hold office until the next annual election and until their successors are duly elected and shall qualify, unless sooner displaced.  If there are no directors in office, then an election of directors may be held in the manner provided by statute.  If, at the time of filling any vacancy or any newly created directorship, the directors then in office shall constitute less than a majority of the whole

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board (as constituted immediately prior to any such increase), the Court of Chancery may, upon application of any stockholder or stockholders holding at least ten percent of the total number of the shares at the time outstanding having the right to vote for such directors, summarily order an election to be held to fill any such vacancies or newly created directorships, or to replace the directors chosen by the directors then in office.

Section 3.The business of the corporation shall be managed by or under the direction of its board of directors, which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the certificate of incorporation or by these by-laws directed or required to be exercised or done by the stockholders.

MEETINGS OF THE BOARD OF DIRECTORS

Section 4.The board of directors of the corporation may hold meetings, both regular and special, either within or without the State of Delaware.

Section 5.The first meeting of each newly elected board of directors shall be held at such time and place as shall be fixed by the vote of the stockholders at the annual meeting and no notice of such meeting shall be necessary to the newly elected directors in order legally to constitute the meeting, provided a quorum shall be present.  In the event of the failure of the stockholders to fix the time or place of such first meeting of the newly elected board of directors, or in the event such meeting is not held at the time and place so fixed by the stockholders, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the board of directors, or as shall be specified in a written waiver signed by all of the directors.

Section 6.Regular meetings of the board of directors may be held without notice at such time and at such places as shall from time to time be determined by the board.

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Section 7.Special meetings of the board may be called by the president without notice to each director; special meetings shall be called by the president or secretary in like manner and on like notice on the written request of two directors unless the board consists of only one director; in which case special meetings shall be called by the president or secretary in like manner and on like notice on the written request of the sole director.

Section 8.At all meetings of the board a majority of the directors shall constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the board of directors, except as may be otherwise specifically provided by statute or by the certificate of incorporation.  If a quorum shall not be present at any meeting of the board of directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting.  until a quorum shall be present.

Section 9.Unless otherwise restricted by the certificate of incorporation or these by-laws, any action required or permitted to be taken at any meeting of the board of directors or of any committee thereof may be taken without a meeting, if all members of the board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the board or committee.

Section 10.Unless otherwise restricted by the certificate of incorporation or these by-laws, members of the board of directors, or any committee designated by the board of directors, may participate in a meeting of the board of directors, or any committee, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.

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COMMITTEES OF DIRECTORS

Section 11.The board of directors may, by resolution passed by a majority of the whole board, designate one or more committees, each committee to consist of one or more of the directors of the corporation.  The board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee.

In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the board of directors to act at the meeting in the place of any such absent or disqualified member.

Any such committee, to the extent provided in the resolution of the board of directors, shall have and may exercise all the powers and authority of the board of directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it but no such committee shall have the power or authority in reference to amending the certificate of incorporation, adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange or all of substantially all of the corporation’s property and assets, recommending to the stockholders a dissolution of the corporation or a revocation of a dissolution, or amending the by-laws of the corporation; and, unless the resolution or the certificate of incorporation expressly so provide, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of stock.  Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the board of directors.

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Section 12.Each committee shall keep regular minutes of its meetings and report the same to the board of directors when required,

COMPENSATION OF DIRECTORS

Section 13.Unless otherwise restricted by the certificate of incorporation or these by-laws, the board of directors shall have the authority to fix the compensation of directors.  The directors may be paid their expenses, if any, of attendance at each meeting of the board of directors and may be paid a fixed sum for attendance at each meeting of the board of directors or a stated salary as director.  No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor.  Members of special or standing committees may be allowed like compensation for attending committee meetings.

REMOVAL OF DIRECTORS

Section 14.Unless otherwise restricted by the certificate of incorporation or these by-laws, any director or the entire board of directors may be removed, with or without cause, by the holders of a majority of shares entitled to vote at an election of directors.

ARTICLE IV

NOTICES

Section 1.Whenever, under the provisions of the statutes or of the certificate of incorporation or of these by-laws, notice is required to be given to any director or stockholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, addressed to such director or stockholder, at his address as it appears on the records of the corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail.  Notice to directors may also be given by telegram.

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Section 2.Whenever any notice is required to be given under the provisions of the statutes or of the certificate of incorporation or of these by-laws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

ARTICLE V

OFFICERS

Section 1.The officers of the corporation shall be chosen by the board of directors and shall be a president, a vice president, a secretary and a treasurer.  The board of directors may also choose additional vice presidents, and one or more assistant secretaries and assistant treasurers.  Any number of offices may be held by the same person, unless the certificate of incorporation or these by-laws other- wise provide.

Section 2.The board of directors at its first meeting after each annual meeting of stockholders shall choose a president, one or more vice presidents, a secretary and a treasurer.

Section 3.The board of directors may appoint such other officers and agents as it  shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the board.

Section 4.The salaries of all officers and agents of the corporation shall be fixed by the board of directors.

Section 5.The officers of the corporation shall hold office until their successors are chosen and qualify.  Any officer elected or appointed by the board of directors may be removed at any time by the affirmative vote of a majority of the board of directors.

Any vacancy occurring in any office of the corporation shall be filled by the board of directors.

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THE PRESIDENT

Section 6.The president shall be the chief executive officer of the corporation, shall preside at all meetings of the stockholders and the board of directors, shall have general and active management of the business of the corporation and shall see that all orders and resolutions of the board of directors are carried into effect.

Section 7.He shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the board of directors to some other officer or agent of the corporation.

THE VICE PRESIDENTS

Section 8.In the absence of the president or in the event of his inability or refusal to act, the vice president (or in the event there be more than one vice president, the vice presidents in the order designated by the directors or in the absence of any designation, then in the order of their election) shall perform the duties of the president, and when so acting, shall have all the powers of and be subject to all the restrictions upon the president.  The vice president shall per-form such other duties and have such other powers as the board of directors may from time to time prescribe.

THE SECRETARY AND ASSISTANT SECRETARY

Section 9.The secretary shall attend all meetings of the board of directors and all meetings of the stockholders and record all the proceedings of the meetings of the corporation and of the board of directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required.  He shall give, or cause to be given notice of all meetings of the stockholders and special meetings of the board of directors, and shall perform such other duties as may be prescribed by the board of directors or president, under whose

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supervision he shall be.  He shall have custody of the corporate seal of the corporation and he, or an assistant secretary, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by his signature or by the signature of such assistant secretary.  The board of directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by his signature.

Section 10.The assistant secretary, or if there be more than one, the assistant secretaries in the order determined by the board of directors (or if there be no such determination, then in the order of their election) shall, in the absence of the secretary or in the event of his inability or refusal to act, perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

THE TREASURER AND ASSISTANT TREASURERS

Section 11.The treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the board of directors.

Section 12.He shall disburse the funds of the corporation as may be ordered by the board of directors, taking proper vouchers for such disbursements, and shall render to the president and the board of directors, at its regular meetings, or when the board of directors so requires, an account of all his transactions as treasurer and of the financial condition of the corporation.

Section 13.If required by the board of directors, he shall give the corporation a bond (which shall be renewed every six years) in such sum and with such surety or sureties as shall be satisfactory to the board of directors for the faithful performance of the duties of his office and

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for the restoration to the corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the corporation.

Section 14.The assistant treasurer, or if there shall be more than one, the assistant treasurers in the order determined by the board of directors (or if there be no such determination, then in the order of their election), shall, in the absence of the treasurer or in the event of his inability or refusal to act, perform the duties and exercise the powers of the treasurer and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

ARTICLE VI

CERTIFICATE OF STOCK

Section 1.Every holder of stock in the corporation shall be entitled to have a certificate, signed by, or in the name of the corporation by, the chairman or vice chairman of the board of directors, or the president or a vice president and the treasurer or an assistant treasurer, or the secretary or an assistant secretary of the corporation, certifying the number of shares owned by him in the corporation.

Section 2.Any or all of the signatures on the certificate may be facsimile.  In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued it may be issued by the corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue.

LOST CERTIFICATES

Section 3.The board of directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the corporation alleged to

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have been lost, stolen or destroyed, upon the making of an affidavit of the fact by the person claiming the certificate of stock to be lost, stolen or destroyed.  When authorizing such issue of a new certificate or certificates, the board of directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require and/or to give the corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost, stolen or destroyed.

TRANSFER OF STOCK

Section 4.Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignation or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books.

FIXING RECORD DATE

Section 5.In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the board of directors may fix, in advance, a record date, which shall not be more than sixty nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action.  A determination of stockholders of record entitled to notice of or to vote at a

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meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the board of directors may fix a new record date for the adjourned meeting.

REGISTERED STOCKHOLDERS

Section 6.The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.

ARTICLE VII

GENERAL PROVISIONS

DIVIDENDS

Section 1.Dividends upon the capital stock of the corporation, subject to the provisions of the certificate of incorporation, if any, may be declared by the board of directors at any regular or special meeting, pursuant to law.  Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the certificate of incorporation.

Section 2.Before payment of any dividend, there may be set aside out of any funds  of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the directors shall think conducive to the interest of the corporation, and the directors may modify or abolish any such reserve in the manner in which it was created.

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ANNUAL STATEMENT

Section 3.The board of directors shall present at each annual meeting, and at any special meeting of the stockholders when called for by vote of the stockholders, a full and clear statement of the business and condition of the corporation.

CHECKS

Section 4.All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons as the board of directors may from time to time designate.

FISCAL YEAR

Section 5.The fiscal year of the corporation shall be fixed by resolution of the board of directors.

SEAL

Section 6.The corporate seal shall have inscribed thereon the name of the corporation, the year of its organization and the words “Corporate Seal, Delaware.” The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

INDEMNIFICATION

Section 7.The corporation shall indemnify its officers, directors, employees and agents to the extent permitted by the General Corporation Law of Delaware.

ARTICLE VIII

AMENDMENTS

Section 1.These by-laws may be altered, amended or repealed or new by-laws may be adopted by the stockholders or by the board of directors, when such power is conferred upon the board of directors by the certificate of incorporation, at any regular meeting of the stockholders or of the board of directors, or at any special meeting of the stockholders or of the

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board of directors if notice of such alteration, amendment, repeal or adoption of new by-laws be contained in the notice of such special meeting.  If the power to adopt, amend or repeal by-laws is conferred upon the board of directors by the certificate of incorporation, it shall not divest or limit the power of the stockholders to adopt, amend or repeal bylaws

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EX-3.44

Exhibit 3.44

CERTIFICATE OF FORMATION

OF

HTS-BEACH HOUSE PARTNER, L.L.C.

The undersigned, an authorized person, for the purpose of forming a limited liability company, under the provisions and subject to the requirements of the State of Delaware (particularly Chapter 18, Title 6 of the Delaware Code and the acts amendatory thereof and supplemental thereto, and known, identified and referred to as the “Delaware Limited Liability Company Act”), hereby certifies that:

FIRST:  The name of the limited liability company is:

HTS-BEACH HOUSE PARTNER, L.L.C.

SECOND:  The address of its registered office in the State of Delaware is 2711 Centerville Road, Suite 400, in the City of Wilmington, County of New Castle, 19808.  The name of its registered agent at such address is Corporation Service Company.

Dated this 23rd day of September, 2014.

/s/ Heidi M. Belz

Heidi M. Belz

Authorized Person

EX-3.45

Exhibit 3.45

LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF
HTS-BEACH HOUSE PARTNER, L.L.C.

THIS LIMITED LIABILITY COMPANY OPERATING AGREEMENT (this “Agreement”) of HTS-BEACH HOUSE PARTNER, L.L.C., a Delaware limited liability company (the “Company”), is dated as of September 23, 2014, by and between the Company and HTS-BEACH HOUSE, INC., a Delaware corporation (the “Member”), as the sole member of the Company.

WITNESSETH:

WHEREAS, the Company was formed as a Delaware limited liability company under the Delaware Limited Liability Company Act, as amended (the “LLC Act”), pursuant to a Certificate of Formation filed with the Delaware Secretary of State on September 23, 2014 (the “Certificate of Formation”); and

WHEREAS, the Member desires that the Company operate as a Delaware limited liability company upon the terms and conditions hereinafter set forth.

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt, adequacy and sufficiency of which is hereby acknowledged, the parties agree as follows:

ARTICLE I.
DEFINED TERMS; EXHIBITS, SCHEDULES, ETC.

1.1          Definitions.  As used in this Agreement, the following terms shall have the meanings indicated below:

“Capital Contribution” means, with respect to the Member, the amount of money or property contributed to the Company by the Member from time to time.

“Membership Interest” means the Member’s entire interest in the Company, which shall entitle the Member to (i) an interest in the profits, losses, distributable cash and net proceeds of liquidation of the Company, as set forth herein; (ii) any right to vote as set forth herein or as required under the LLC Act; and (iii) any right to participate in the management of the Company as set forth herein or as required under the LLC Act.  A Membership Interest is personal property and the Member shall have no interest in the specific assets or property of the Company.

“Membership Percentage” means, with respect to the Member, the Member’s percentage ownership interest in the Company set forth on Exhibit A hereto, as the same may be amended from time to time to reflect the relative Capital Contribution of the Member.

“Person” means any individual, corporation, general partnership, limited partnership, limited liability company, joint venture, trust, business trust, cooperative, association or other legal entity.

[Signature Page to LLC Agreement of HTS-Beach House Partner, L.L.C.]

1.2          References.  References to an “Exhibit” are, unless otherwise specified, to one of the exhibits attached to this Agreement, and references to an “Article” or a “Section” are, unless otherwise specified, to one of the articles or sections of this Agreement.

ARTICLE II.
ORGANIZATIONAL MATTERS

2.1          Formation of Company.  Pursuant to the Certificate of Formation duly filed with the Secretary of State of the State of Delaware on September 23, 2014, the Company has been formed as a limited liability company for the purposes and upon the terms and conditions hereinafter set forth.  Except as provided herein, the rights, duties and liabilities of the Member of the Company shall be as provided in the LLC Act.

2.2          Name.  The name of the Company is HTS-BEACH HOUSE PARTNER, L.L.C., or such other name as may be selected from time to time by the Member.

2.3          Purpose.  The purpose and business of the Company is to engage in any lawful business or activity permitted by the LLC Act.

2.4          Term.  The term of the Company commenced on September 23, 2014 and shall continue perpetually unless earlier terminated pursuant to Section 10.1 hereof.

2.5          Principal Office.  The location of the Company’s principal office is 71 South Wacker Drive, 12th Floor, Chicago, Illinois 60606, Attention:  General Counsel, or such other place as may be selected from time to time by the Member.  The Company may conduct business at such additional places as the Member shall deem advisable.

2.6          Registered Agent and Registered Office.  The statutory agent for service of process and the registered office of the Company in the State of Delaware shall be Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, or such other statutory agent and registered office as the Board of Managers may determine from time to time.

2.7          Fiscal Year.  The fiscal year of the Company shall end on December 31 of each year or such other date as the Board of Managers may select in its discretion from time to time.

ARTICLE III.
CAPITAL CONTRIBUTIONS; ETC.

3.1          Capital Contributions.  The Member shall be deemed for purposes of this Agreement to have contributed to the capital of the Company the consideration (if any) in the books and records of the Company.  The Member shall not be obligated to make any additional Capital Contributions to the Company.

3.2          Withdrawal; Return of Capital.  Except as specifically provided herein, the Member shall not be entitled to any distributions from the Company or to withdraw any part of the Member’s Capital Contribution prior to the Company’s dissolution and liquidation or, when such withdrawal of capital is permitted, to demand distribution of property other than money.  The Member shall not be entitled to interest on its Capital Contribution.

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3.3          No Appraisal Rights.  The Member shall not have any appraisal rights under the LLC Act.

ARTICLE IV.
DISTRIBUTIONS AND ALLOCATIONS

4.1          Distributions.  The timing and amount of distributions shall be determined by the Board of Managers.

4.2          Allocations.  The profits and losses of the Company shall be allocated by the President.

ARTICLE V.
ACCOUNTING AND ADMINISTRATIVE MATTERS

5.1          Books and Records.  The Company will maintain true, complete and correct books of account of the Company on an annual tax accounting basis using the cash method of accounting consistent with the Company’s fiscal year.  The books of account shall contain particulars of all monies, goods or effects belonging to or owing to or by the Company, or paid, received, sold or purchased by the Company, and all of such other transactions, matters and things relating to the business of the Company as are usually entered in books of accounts kept by Persons engaged in a business of a like kind and character or as otherwise required pursuant to the LLC Act.

5.2          Tax Matters Member.  The Member shall be the “Tax Matters Member” for the Company, and, as such, shall have the same authority as a tax matters partner as defined in Section 6231(a)(7) of the Internal Revenue Code of 1986, as amended (the “Code”) and analogous provisions of state and local law.  The Tax Matters Member shall have the power and perform (or cause to be performed) the obligations required of a tax matters partner to the extent and in the manner provided by applicable Code Sections and Regulations promulgated thereunder.  In connection with the performance of its duties hereunder, the Tax Matters Member shall have the right to engage, on behalf of the Company and at the Company’s expense, such advisors as it shall reasonably deem appropriate.

ARTICLE VI.
BOARD OF MANAGERS

6.1          Board of Managers.  Except as specifically provided herein, the management and control of the Company shall be vested exclusively in a Board of Managers (the “Board of Managers”), which shall be appointed from time to time by the Member.  The number of members of the Board of Managers of the Company shall be determined by the Member from time to time, and the initial number of members of the Board of Managers of the Company shall be two (2).  Each member of the Board of Managers shall hold office until the earlier of his or her resignation or removal, or until his or her successor shall have been duly appointed and qualified in accordance herewith.  Without limiting the foregoing, the Board of Managers shall be responsible for the establishment of policy and operating procedures respecting the business affairs of the Company (including, without limitation, acquisitions, approval of major projects, contracts and purchase orders, all in a mariner consistent with this Agreement).  The Board of Managers shall have the

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authority to appoint and remove, with or without cause, and replace, officers and assign to them such duties and provide them with such authority as it deems appropriate.

6.2          Manner of Acting.  Except as otherwise expressly provided in this Agreement, any action or determination permitted or required to be taken or made by the Board of Managers hereunder or under the LLC Act shall be authorized, taken or made upon the majority vote of the Board of Managers.  A Manager of the Company who is present at a meeting of the Board of Managers at which action on a Company matter is taken shall be conclusively presumed to have assented to the action taken unless his or her dissent shall be entered into the minutes of the meeting or unless he or she shall file his or her written dissent to such action with the person acting as the Secretary of the meeting before the adjournment thereof or shall forward such dissent by registered or certified mail to the Secretary of the Company immediately after the adjournment of the meeting. Such right to dissent shall not apply to a Manager who votes in favor of such action.

6.3          Board of Managers Meetings.  The Board of Managers may hold meetings either within or outside the State of Delaware.  Subject to the provisions of the LLC Act, members of the Board of Managers, or any committee designated by the Board of Managers, may participate in Board of Managers and committee meetings by any means of communications, including telephone conference, electronic video screen communication or other communications equipment; provided that all participants in the meeting can hear each other, or otherwise participate concurrently.  Such participation in a meeting shall constitute presence in person at the meeting.

6.4          Meetings; Notices.

(a)           Regular meetings of the Board of Managers may be held on at least one (1) day’s prior written notice at such time and at such place as shall from time to time be determined by the Board of Managers.

(b)           Special meetings of the Board of Managers for any purpose or purposes may be called at any time by Managers constituting the majority of the Board of Managers.  Notice of the time and place of special meetings shall be delivered personally, by telephone, by facsimile or by e-mail to each Manager (i) at his or her address as shown on the Company’s records, and (ii) at least two (2) days prior to the time of the meeting.  Any oral notice given personally or by telephone may be communicated to the Manager.  The notice need not specify the place of the meeting, if the meeting is to be held at the Company’s principal office.

(c)           At all meetings of the Board of Managers, a majority of the entire Board of Managers shall constitute a quorum for the transaction of business and the act of a majority of the entire Board of Managers shall be the act of the Board of Managers, except as may be otherwise specifically provided by statute or this Agreement.

(d)           Whenever notice is required to be given, a written waiver thereof, signed by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice.  Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of

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objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.  Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Managers, or of a committee of the Board of Managers, need be specified in any written waiver of notice unless so required by this Agreement.

(e)           If a quorum is not present at any meeting of the Board of Managers, then the Managers present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present.

6.5          Board of Managers Action by Written Consent Without a Meeting.  Unless otherwise restricted by this Agreement or the LLC Act, any action required or permitted to be taken at any meeting of the Board of Managers, or of any committee thereof, may be taken without a meeting if a majority of the members of the Board of Managers or committee, as the case may be, consent thereto in writing, all Managers receive notice of such action taken and the writing or writings are filed with the minutes of proceedings of the Board of Managers or committee as the case may be.

6.6          Vacancies.  Any vacancy on the Board of Managers may be filled by the Member or by a majority of the Board of Managers remaining in office.

6.7          Resignation and Removal of Managers.  A Manager may resign at any time upon written notice to the Member and the Company.  A Manager may be removed, with or without cause, by the Member at any time.

6.8          Compensation of Managers.  No Manager shall be entitled to compensation for his or her services as a Manager of the Company, unless otherwise determined by the Board of Managers.

6.9          Committees of the Board of Managers.  The Board of Managers may designate and adopt procedures relating to the governance of one or more committees (including, but not limited to, an executive committee, an audit committee, a financing committee and a compensation committee), with each committee to consist of one or more Managers.  Any such committee shall have and may exercise only the powers and authority provided in such Board of Managers resolution.

6.10        Initial Board of Managers.  Pursuant to Section 6.1 hereof, Mark S. Hoplamazian and Brian Karaba shall be, and hereby are, nominated and elected as the sole members of the Board of Managers of the Company, to act in such capacity until their resignation or removal, or until their successors shall have been duly appointed and qualified in accordance in accordance with this Agreement.

ARTICLE VII.
OFFICERS

7.1          Officers:  Election and Term of Office.  The Board of Managers shall have the authority to designate and remove officers of the Company (each, an “Officer”), including, but not limited to, a President, one or more Vice Presidents, a Secretary, one or more Assistant Secretaries,

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a Treasurer and one or more Assistant Treasurers.  Effective on the date of this Agreement, the Officers of the Company shall be as follows:

Mark S. Hoplamazian	President
Brian Karaba	Vice President and Treasurer
Peter Morrow	Vice President — Tax
Jerry O’Connor	Vice President
Tracy Gainer	Vice President
Heidi M. Belz	Secretary
David J. Blasi	Assistant Secretary

Vacancies may be filled or new offices created and filled by the Board of Managers.  Each Officer shall hold office until the earlier of his or her resignation or removal, or until his or her successor shall have been duly appointed and qualified in accordance herewith.  Each Officer shall perform such duties as specified in this Agreement or as may be prescribed from time to time by the Board of Managers.  An individual may serve as an Officer in more than one office.

7.2          Officers:  General Rights and Duties.  Subject to the authority of the Board of Managers as provided in Article VI hereof, the Officers are hereby directed and authorized (which direction and authorization is revocable at any time by the Board of Managers), on behalf of and in the name of the Company, to implement all decisions approved by the Board of Managers and to operate the day-to-day business of the Company in the ordinary course, including, without limitation:

(a)           protect and preserve the titles and interests of the Company with respect to the assets owned by or dedicated to the Company;

(b)           keep all books of account and other records of the Company, in accordance with the terms of this Agreement and applicable law;

(c)           carry out the responsibilities of the Company under the leasing, financing, partnership, management, operating and other contractual agreements to which it is a party;

(d)           prepare and file (or cause to be prepared and filed) all necessary reports, statements, tax returns and other documents with local, state, federal, provincial, territorial, or foreign agencies or departments in connection with the business of the Company;

(e)           procure and maintain insurance;

(f)            employ, retain and enter into business relationships, on behalf of the Company, which are necessary or appropriate to carry out the business of the Company as shall be designated by the Member; and

(g)           distribute the cash of the Company as provided in Article IV hereof and as directed by the Board of Managers.

7.3          Officers:  Description of Offices.  The Officers shall have the duties and powers as set forth below:

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(a)           President.  The President shall be the principal executive officer of the company and shall be responsible for the general care, supervision, control and direction of the business of the Company.  The President may sign with or without the Secretary, or any other proper Officer of the Company thereunto authorized by the Board of Managers, any deeds, mortgages, bonds, contracts, or other instruments that the Board of Managers has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Managers to some other Officer or agent of the Company, or shall be required by law to be otherwise signed or executed, and in general shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Managers from time to time,

(b)           Vice Presidents.  The Vice Presidents may assume and perform the duties of the President in the absence or disability of the President or whenever the office of President is vacant.  The Vice Presidents shall perform other duties commonly incident to their office and shall also perform such other duties and have such other powers as the Board of Managers or the President shall designate from time to time.

(c)           Secretary.  The Secretary shall:  (i) keep and be the custodian of the books and records of the Company; (ii) see that all notices are duly given in accordance with the provisions of this Agreement or as required by the LLC Act or other applicable law; (iii) keep a register of the address of each Member, which shall be furnished to the Company by such Member; and (iv) in general perform all duties incident to the office of Secretary and such other duties as may be prescribed by the Board of Managers or the President from time to time.

(d)           Assistant Secretaries.  The Assistant Secretaries may assume and perform the duties of the Secretary in the absence or disability of the Secretary or whenever the office of the Secretary is vacant.  The Assistant Secretaries shall also perform such other duties and have such other powers as the Board of Managers or the President shall designate from time to time.

(e)           Treasurer.  The Treasurer shall:  (i) have charge and custody of and be responsible for all funds and securities of the Company; (ii) receive and give receipts of moneys due and payable to the Company from any source whatsoever, and deposit all such moneys not otherwise employed in the name of the Company in such bank, savings and loan association, trust company or other depositories as shall be selected by the Board of Managers; and (iii) in general perform all the duties incident to the office of Treasurer and such other duties as may be prescribed by the Board of Managers or the President from time to time. If required by the Board of Managers, the Treasurer shall give a bond for the faithful discharge of the Treasurer’s duties in such sum and with such surety or sureties as the Board of Managers shall determine.

(f)            Assistant Treasurers.  The Assistant Treasurers may assume and perform the duties of the Treasurer in the absence or disability of the Treasurer or whenever the office of the Treasurer is vacant.  The Assistant Treasurers shall also perform such other duties and have such other powers as the Board of Managers or the President shall designate from time to time.

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7.4          Compensation.  The Officers of the Company shall receive such compensation, if any, as may be fixed from time to time by the Board of Managers.

7.5          Resignations.  Any Officer may resign at any time by giving notice to the Company.  A resignation of an Officer need not be accepted in order to be effective.

7.6          Removal.  Any Officer may be removed, with or without cause, by the Board of Managers.

7.7          Vacancies.  A vacancy in any office may be filled by the Board of Managers.

ARTICLE VIII.
LIMITATION ON LIABILITY AND INDEMNIFICATION

8.1          Limitation on Liability.  Except as otherwise provided by the LLC Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and no Indemnified Person (as defined below) shall be obligated for any such debt, obligation or liability of the Company solely by reason of being a Member or officer of the Company, or a director, manager, partner, principal, equityholder, employee or affiliate of a Member or the Company.

8.2          Indemnification and Contribution.  Neither the Member nor any officer, director, manager, principal, equityholder or employee of the Member or the Company (each, an “Indemnified Person”), as the case may be, shall be liable, responsible or accountable, whether directly or indirectly, in contract or tort or otherwise, to the Company or to the Member, as applicable, for any losses, claims, damages, liabilities or expenses, including but not limited to, reasonable attorneys’ fees (collectively, “Damages”), asserted against, suffered or incurred by the Company or by the Member arising out of, relating to or in connection with any action taken or omitted by the Indemnified Person within the scope of the authority conferred upon such Indemnified Person by this Agreement or the LLC Act, provided that such Indemnified Person shall have acted in good faith and in the belief that such act or omission was in the best interests of the Company and, provided further, that such Indemnified Person shall not have engaged in fraud, willful misconduct or gross negligence. The Company shall, and hereby does, indemnify and hold harmless and agrees to defend each Indemnified Person from and against any Damages asserted by any Person (whether against the Company, the Member or such Indemnified Person) or otherwise incurred by such Indemnified Person by reason of any act performed by such Indemnified Person in accordance with the standards set forth in this Section 8.2 or in enforcing the provisions of the indemnities contained in this Section 8.2.  Notwithstanding anything to the contrary contained in this Agreement, the Member shall have no personal liability with respect to the indemnities set forth in this Section 8.2, and any such indemnities shall be satisfied solely out of the assets of the Company.

8.3          Payment of Expenses in Advance.  Expenses incurred in defending a civil or criminal action, suit or proceeding shall be paid out of Company funds in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by the Indemnified Person to repay such amount unless it shall ultimately be determined that it is entitled to be indemnified by the Company.

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8.4          Provisions Not Exclusive.  The exculpation of liability and indemnification provided by this Article VIII shall not be deemed exclusive of any other limitation on liability or rights to which those seeking indemnification may be entitled under any statute, agreement, Member vote or otherwise.

ARTICLE IX.
TRANSFER OF MEMBERSHIP INTERESTS

9.1          No Restriction on Transfer.  The Member may assign, sell, pledge, encumber, give or otherwise transfer, dispose of or alienate (“Transfer”) all or any portion of its Membership Interest as allowable by the LLC Act and applicable law.

9.2          Admission of New Member.

(a)           Upon a Transfer or other event resulting in more than one Member of the Company, this Agreement shall be amended to reflect such multiple Members’ respective rights, interests and obligations.

(b)           Any transferee, assignee, designee, pledgee or legal representative (each a “Transferee”) of the Member, pursuant to a Transfer permitted under this Agreement, shall execute and deliver such other instruments and documents necessary to cause the Transferee to become a Member, and pay all reasonable expenses in connection with such Transferee’s admission as a Member, including, but not limited to, the cost of preparation and filing of any amendment of this Agreement.

(c)           A Transferee who is admitted as a Member pursuant to this Section 9.2 shall have, to the extent transferred, the rights and powers, and shall be subject to the restrictions and liabilities, of the Member under this Agreement, as amended, and the LLC Act.

(d)           In the event the Member makes any Transfer, the Member agrees to provide (and to cause the Transferee to provide) to the Company such information regarding the consideration or transfer price of such Membership Interests, and any other information that the Company may reasonably request to permit the Company to prepare financial statements and tax returns in a timely manner.

9.3          Terms of Admission of New Member; Creation of Preferred or Special Interests.  The Board of Managers shall have the right to admit new Members in exchange for property, cash or services on such terms as the Board of Managers may determine, and in connection therewith the Company may create series or classes or groups of Members (including the existing Member) having such relative rights, powers and duties as the Board of Managers may from time to time establish, including rights, powers and duties senior to the existing Member and may amend this Agreement and Exhibit A hereto to reflect changes in Membership Percentages in exchange for any such property, cash or services or resulting from the redemption of Membership Interests.

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ARTICLE X.
DISSOLUTION AND TERMINATION

10.1        Dissolution.  The Company shall continue in perpetuity unless earlier dissolved upon the first to occur of the following:

(a)           the execution by the Member of a written instrument of dissolution;

(b)           the entry of a decree of judicial dissolution of the Company under Section 18-802 of the LLC Act; or

(c)           the sale or other disposition of all or substantially all of the Company’s assets.

10.2        Liquidating Distribution.  In the event of the dissolution of the Company for any reason, the assets of the Company shall be liquidated for distribution in the following rank and order:

(a)           first, to the payment and discharge of all the debts and liabilities in the order of priority as provided by the LLC Act;

(b)           second, to the establishment of any necessary reserves to provide for contingent liabilities, if any; and

(c)           third, to the Member.

10.3        Liquidating Trustee.  Upon the dissolution of the Company, the affairs of the Company shall be wound up and terminated and its assets shall be distributed exclusively by the Person selected at the time of dissolution by the Member to oversee such matters (the “Liquidating Trustee”), The Liquidating Trustee shall be empowered to give and receive notices, reports and payments hi connection with the dissolution, liquidation and/or winding-up of the Company and shall hold and exercise such other rights and powers as are necessary or required to permit all parties to deal with the Liquidating Trustee in connection with the dissolution, liquidation, and/or winding-up of the Company and to effectuate the termination of the Company.

ARTICLE XI.
MISCELLANEOUS

11.1        Amendment.  This Agreement may be modified or amended at any time by the written approval of the Member, and by the Board of Managers in accordance with Section 9.3.

11.2        Further Assurances.  The Member agrees to execute, acknowledge, deliver, file, record and publish such further certificates, instruments and documents, and do such other acts and things as may be required by law or to carry out the intent and purposes of this Agreement.

11.3        Notices.  Any and all notices or other communications provided for herein shall be in writing and shall be considered duly given upon the earliest to occur of (a) personal delivery, (b) one (1) day after being delivered to a nationally recognized overnight courier or service, (c)

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three (3) days after being mailed by registered or certified mail, return receipt requested, postage prepaid or (d) the delivering party’s receipt of a written confirmation of an electronic transmission.  All notices shall be addressed to the Company at its principal office and to the Member at its address contained on the books of the Company.  Either party may change its address by giving notice to the other party as provided herein.

11.4        Governing Law.  This Agreement shall be construed and enforced in accordance with and governed by the laws of the State of Delaware, without regard to the principles of conflicts of law.  In the event of a conflict between any provision of this Agreement and any non-mandatory provision of the LLC Act, the provisions of this Agreement shall control and take precedence.

11.5        Captions; Pronouns.  All articles and section headings or captions contained in this Agreement are inserted only as a matter of convenience and for reference and in no way define, limit, extend or describe the scope of this Agreement or the intent of any provision hereof.  As used herein, all pronouns shall include the masculine, feminine, neuter, singular and plural thereof wherever the context and facts require such construction.

11.6        Successor and Assigns.  This Agreement shall be binding upon the parties hereto and their respective executors, administrators, legal representatives, heirs, successors and assigns, and shall inure to the benefit of the parties hereto, and, except as otherwise herein expressly provided, their respective executors, administrators, legal representatives, successors and assigns.

11.7        Severability.  If any provision of this Agreement or application to any party or circumstances shall be determined by any court of competent jurisdiction to be invalid or unenforceable to any extent, the remainder of this Agreement or the application of such provision to any other party or circumstances shall not be affected thereby, and each provision shall be valid and shall be enforced to the fullest extent permitted by law.

11.8        Entire Agreement.  This Agreement, including any exhibits and schedules thereto, contains the entire understanding and agreement of the parties hereto relating to the subject matter and supersedes all prior agreements relative hereto which are not contained herein.

11.9        Counterparts.  This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which, when taken together, shall be deemed one agreement.

Signature page follows.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.

THE MEMBER:
HTS-BEACH HOUSE, INC.
By:	/s/ Peter Morrow
	Name:	Peter Morrow
	Title:	Vice President — Tax
THE COMPANY:
HTS-BEACH HOUSE PARTNER, L.L.C.
By:	/s/ Brian Karaba
	Name:	Brian Karaba
	Title:	Vice President and Treasurer

[Signature Page to LLC Agreement of HTS-Beach House Partner, L.L.C.]

BOARD OF MANAGERS

The undersigned, being all of the members of the Board of Managers of the Company, hereby join in the execution of this Agreement solely with respect to the appointment of Officers set forth in Section 7.1 hereof.

/s/ Mark S. Holpamazian

Mark S. Hoplamazian

/s/ Brian Karaba

Brian Karaba

[Signature Page to LLC Agreement of HTS-Beach House Partner, L.L.C. – Board of Managers]

Exhibit A

MEMBER	MEMBERSHIP PERCENTAGE
HTS-Beach House, Inc.	100	%

EX-3.46

Exhibit 3.46

CERTIFICATE OF INCORPORATION

OF

HTS-COCONUT POINT, INC.

The undersigned, for the purposes hereinafter stated, under and pursuant to the provisions of the General Corporation Law of Delaware, does hereby certify as follows:

FIRST:  The name of the Corporation is:

HTS-COCONUT POINT, INC.

SECOND:  The Registered Office of the Corporation is lo be located at 1013 Centre Road, in the City of Wilmington, in the County of New Castle, in the State of Delaware.  The name of its Registered Agent at that address is Corporation Service Company.

THIRD:  The purpose of the Corporation is to engage in any lawful act or activity for which Corporations may be organized under the General Corporation Law of Delaware.

FOURTH:  The total number of shares which the Corporation shall have authority to issue is one hundred (100), all of which are classified as common stock without par value.

FIFTH:  The original by-laws of the Corporation may be adopted by the sole incorporator named herein, or by the initial directors of the Corporation.  Thereafter, in furtherance and not in limitation of the powers conferred by the laws of the State of Delaware, the Board of Directors and/or the stockholders of the Corporation are expressly empowered to make, alter, amend or repeal by-laws in the manner to be determined by the terms of the by-laws of the Corporation then in existence.

SIXTH:  The name and mailing address of the sole incorporator is Charmaine Kabza, c/o Hyatt Corporation, 200 W. Madison, Chicago, Illinois 60606.

SEVENTH:  The Corporation shall have perpetual existence.

EIGHTH:  The Corporation shall, to the full extent permitted by Section 145 of the Delaware General Corporation Law, as amended from time to time, indemnify all persons whom it may indemnify pursuant thereto.

NINTH:  The personal liability of the directors of the Corporation is hereby eliminated lo the fullest extent permitted by Paragraph (7) of Subsection (b) of Section 102 of the General Corporation Law of the State of Delaware, as the same may be amended and supplemented.

IN WITNESS WHEREOF, the undersigned does make this Certificate hereby declaring and certifying that the facts herein stated are true and accordingly, has hereunto set her hand and seal this 29th day of October, 1998.

/s/ Charmaine Kabza

Charmaine Kabza

Sole Incorporator

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EX-3.47

Exhibit 3.47

HTS-COCONUT POINT, INC.

BY-LAWS

ARTICLE I

OFFICES

Section 1.The registered office shall be in the City of Wilmington, County of New Castle, State of Delaware.

Section 2.The corporation may also have offices at such other places both within and without the State of Delaware as the board of directors may from time to time determine or the business of the corporation may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

Section 1.All meetings of the stockholders for the election of directors shall be held in the City of Chicago, State of Illinois, at such place as may be fixed from time to time by the board of directors, or at such other place either within or without the State of Delaware as shall be designated from time to time by the board of directors and stated in the notice of the meeting. Meetings of stockholders for any other purpose may be held at such time and place, within or without the State of Delaware, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

Section 2.Annual meetings of stockholders, commencing with the year 1999, shall be held on the first Monday of June if not a legal holiday, and if a legal holiday, then on the next secular day following, at 10:00 A. M., or at such other date and time as shall be designated from time to time by the board of directors and stated in the notice of the meeting, at which they shall

elect by a plurality vote a board of directors, and transact such other business as may properly be brought before the meeting.

Section 3.Written notice of the annual meeting stating the place, date and hour of the meeting shall be given to each stockholder entitled to vote at such meeting not less than ten nor more than sixty days before the date of the meeting.

Section 4.The officer who has charge of the stock ledger of the corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

Section 5.Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute or by the certificate of incorporation, may be called by the president and shall be called by the president or secretary at the request in writing of a majority of the board of directors, or at the request in writing of stockholders owning a majority in amount of the entire capital stock of the corporation issued and outstanding and entitled to vote. Such request shall state the purpose or purposes of the proposed meeting.

Section 6.Written notice of a special meeting stating the place, date and hour of the meeting and the purpose or purposes for which the meeting is called, shall be given not less than

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ten nor more than sixty days before the date of the meeting, to each stockholder entitled to vote at such meeting.

Section 7.Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.

Section 8.The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the certificate of incorporation. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

Section 9.When a quorum is present at any meeting, the vote of the holders of a majority of the stock having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which by express provision of the statutes or of the certificate of incorporation, a different vote is required, in which case such express provision shall govern and control the decision of such question.

Section 10.Unless otherwise provided in the certificate of incorporation, each stockholder shall at every meeting of the stockholders be entitled to one vote in person or by proxy

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for each share of the capital stock having voting power held by such stockholder, but no proxy shall be voted on after three years from its date, unless the proxy provides for a longer period.

Section 11.Unless otherwise provided in the certificate of incorporation, any action required to be taken at any annual or special meeting of stockholders of the corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

ARTICLE III

DIRECTORS

Section 1.The number of directors which shall constitute the whole board shall be not less than two (2). The directors shall be elected at the annual meeting of the stockholders, except as provided in Section 2 of this Article, and each director elected shall hold office until his/her successor is elected and qualified. Directors need not be stockholders.

Section 2.Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, though less than a quorum, or by a sole remaining director, and the directors so chosen shall hold office until the next annual election and until their successors are duly elected and shall qualify, unless sooner displaced. If there are no directors in office, then an election of directors may be held in the manner provided by statute. If, at the time of filling any vacancy or any newly created

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directorship, the directors then in office shall constitute less than a majority of the whole board (as constituted immediately prior to any such increase), the Court of Chancery may, upon application of any stockholder or stockholders holding at least ten percent of the total number of the shares at the time outstanding having the right to vote for such directors, summarily order an election to be held to fill any such vacancies or newly created directorships, or to replace the directors chosen by the directors then in office.

Section 3.The business of the corporation shall be managed by or under the direction of its board of directors, which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the certificate of incorporation or by these by-laws directed or required to be exercised or done by the stockholders.

MEETINGS OF THE BOARD OF DIRECTORS

Section 4.The board of directors of the corporation may hold meetings, both regular and special, either within or without the State of Delaware.

Section 5.The first meeting of each newly elected board of directors shall be held at such time and place as shall be fixed by the vote of the stockholders at the annual meeting and no notice of such meeting shall be necessary to the newly elected directors in order legally to constitute the meeting, provided a quorum shall be present. In the event of the failure of the stockholders to fix the time or place of such first meeting of the newly elected board of directors, or in the event such meeting is not held at the time and place so fixed by the stockholders, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the board of directors, or as shall be specified in a written waiver signed by all of the directors.

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Section 6.Regular meetings of the board of directors may be held without notice at such time and at such places as shall from time to time be determined by the board.

Section 7.Special meetings of the board may be called by the president without notice to each director; special meetings shall be called by the president or secretary in like manner and on like notice on the written request of two directors unless the board consists of only one director; in which case special meetings shall be called by the president or secretary in like manner and on like notice on the written request of the sole director. Except as herein otherwise provided, and except as otherwise provided by the General Corporation Law of Delaware, the vote of the majority of the directors present at a meeting at which a quorum is present shall be the act of the board.

Section 8.At all meetings of the board a majority of the directors shall constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the board of directors, except as may be otherwise specifically provided by statute or by the certificate of incorporation. If a quorum shall not be present at any meeting of the board of directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

Section 9.Unless otherwise restricted by the certificate of incorporation or these by-laws, any action required or permitted to be taken at any meeting of the board of directors or of any committee thereof may be taken without a meeting, if all members of the board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the board or committee.

Section 10.Unless otherwise restricted by the certificate of incorporation or these by-laws, members of the board of directors, or any committee designated by the board of directors,

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may participate in a meeting of the board of directors, or any committee, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.

COMMITTEES OF DIRECTORS

Section 11.The board of directors may designate one or more committees, each committee to consist of one or more of the directors of the corporation. The board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee.

In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he/she or they constitute a quorum, may unanimously appoint another member of the board of directors to act at the meeting in the place of any such absent or disqualified member.

Any such committee, to the extent provided in the resolution of the board of directors, shall have and may exercise all the powers and authority of the board of directors in the management of the business and affairs of the corporation, and may authorize the seal of thecorporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to amending the certificate of incorporation, adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange or all of substantially all of the corporation’s property and assets, recommending to the stockholders a dissolution of the corporation or a revocation of a dissolution, or amending the by-laws of the corporation; and, unless the resolution or the certificate of incorporation expressly so provide, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of stock. Such

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committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the board of directors.

Section 12.Each committee shall keep regular minutes of its meetings and report the same to the board of directors when required.

COMPENSATION OF DIRECTORS

Section 13.Unless otherwise restricted by the certificate of incorporation or these by-laws, the board of directors shall have the authority to fix the compensation of directors. The directors may be paid their expenses, if any, of attendance at each meeting of the board of directors and may be paid a fixed sum for attendance at each meeting of the board of directors or a stated salary as director. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.

REMOVAL OF DIRECTORS

Section 14.Unless otherwise restricted by the certificate of incorporation or these by-laws, any director or the entire board of directors may be removed, with or without cause, by the holders of a majority of shares entitled to vote at an election of directors.

ARTICLE IV

NOTICES

Section 1.Whenever, under the provisions of the statutes or of the certificate of incorporation or of these by-laws, notice is required to be given to any director or stockholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, addressed to such director or stockholder, at his/her address as it appears on the records of the corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time

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when the same shall be deposited in the United States mail. Notice to directors may also be given by telegram.

Section 2.Whenever any notice is required to be given under the provisions of the statutes or of the certificate of incorporation or of these by-laws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

ARTICLE V

OFFICERS

Section 1.The officers of the corporation shall be chosen by the board of directors and shall be a president, a vice president, a secretary and a treasurer. The board of directors may also choose additional vice presidents, and one or more assistant secretaries and assistant treasurers. Any number of offices may be held by the same person, unless the certificate of incorporation or these by-laws otherwise provide.

Section 2.The board of directors at its first meeting after each annual meeting of stockholders shall choose a president, one or more vice presidents, a secretary and a treasurer.

Section 3.The board of directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the board.

Section 4.The salaries of all officers and agents of the corporation shall be fixed by the board of directors.

Section 5.The officers of the corporation shall hold office until their successors are chosen and qualify. Any officer elected or appointed by the board of directors may be removed at any time by the affirmative vote of a majority of the board of directors.

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Any vacancy occurring in any office of the corporation shall be filled by the board of directors.

THE PRESIDENT

Section 6.The president shall be the chief executive officer of the corporation, shall preside at all meetings of the stockholders and the board of directors, shall have general and active management of the business of the corporation and shall see that all orders and resolutions of the board of directors are carried into effect.

Section 7.He/She shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the board of directors to some other officer or agent of the corporation.

THE VICE PRESIDENTS

Section 8.In the absence of the president or in the event of his/her inability or refusal to act, the vice president (or in the event there be more than one vice president, the vice presidents in the order designated by the directors, or in the absence of any designation, then in the order of their election) shall perform the duties of the president, and when so acting, shall have all the powers of and be subject to all the restrictions upon the president. The vice president shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

THE SECRETARY AND ASSISTANT SECRETARY

Section 9.The secretary shall attend all meetings of the board of directors and all meetings of the stockholders and record all the proceedings of the meetings of the corporation and of the board of directors in a book to be kept for that purpose and shall perform like duties for the

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standing committees when required. He/She shall give, or cause to be given notice of all meetings of the stockholders and special meetings of the board of directors, and shall perform such other duties as may be prescribed by the board of directors or president, under whose supervision he/she shall be. He/She shall have custody of the corporate seal of the corporation and he/she, or an assistant secretary, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by his/her signature or by the signature of such assistant secretary. The board of directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by his/her signature.

Section 10.The assistant secretary, or if there be more than one, the assistant secretaries in the order determined by the board of directors (or if there be no such determination, then in the order of their election) shall, in the absence of the secretary or in the event of his/her inability or refusal to act, perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

THE TREASURER AND ASSISTANT TREASURERS

Section 11.The treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the board of directors.

Section 12.He/She shall disburse the funds of the corporation as may be ordered by the board of directors, taking proper vouchers for such disbursements, and shall render to the president and the board of directors, at its regular meetings, or when the board of directors so requires, an account of all his/her transactions as treasurer and of the financial condition of the corporation. Section

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Section 13.If required by the board of directors, he/she shall give the corporation a bond (which shall be renewed every six years) in such sum and with such surety or sureties as shall be satisfactory to the board of directors for the faithful performance of the duties of his/her office and for the restoration to the corporation, in case of his/her death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his/her possession or under his/her control belonging to the corporation.

Section 14.The assistant treasurer, or if there shall be more than one, the assistant treasurers in the order determined by the board of directors (or if there be no such determination, then in the order of their election), shall, in the absence of the treasurer or in the event of his/her inability or refusal to act, perform the duties and exercise the powers of the treasurer and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

ARTICLE VI

CERTIFICATE OF STOCK

Section 1.Every holder of stock in the corporation shall be entitled to have a certificate, signed by, or in the name of the corporation by, the chairman or vice chairman of the board of directors, or the president or a vice president and the treasurer or an assistant treasurer, or the secretary or an assistant secretary of the corporation, certifying the number of shares owned by him/her in the corporation.

Section 2.Any or all of the signatures on the certificate may be facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such

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certificate is issued it may be issued by the corporation with the same effect as if he/she were such officer, transfer agent or registrar at the date of issue.

LOST CERTIFICATES

Section 3.The board of directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of the fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates, the board of directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his/her legal representative, to advertise the same in such manner as it shall require and/or to give the corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost, stolen or destroyed.

TRANSFER OF STOCK

Section 4.Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignation or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books.

FIXING RECORD DATE

Section 5.In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect

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of any change, conversion or exchange of stock or for the purpose of any other lawful action, the board of directors may fix, in advance, a record date, which shall not be more than sixty nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the board of directors may fix a new record date for the adjourned meeting.

REGISTERED STOCKHOLDERS

Section 6.The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.

ARTICLE VII

GENERAL PROVISIONS

DIVIDENDS

Section 1.Dividends upon the capital stock of the corporation, subject to the provisions of the certificate of incorporation, if any, may be declared by the board of directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the certificate of incorporation.

Section 2.Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for

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equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the directors shall think conducive to the interest of the corporation, and the directors may modify or abolish any such reserve in the manner in which it was created.

ANNUAL STATEMENT

Section 3.The board of directors shall present at each annual meeting, and at any special meeting of the stockholders when called for by vote of the stockholders, a full and clear statement of the business and condition of the corporation.

CHECKS

Section 4.All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons as the board of directors may from time to time designate.

FISCAL YEAR

Section 5.The fiscal year of the corporation shall be fixed by resolution of the board of directors.

SEAL

Section 6.The corporate seal shall have inscribed thereon the name of the corporation, the year of its organization and the words “Corporate Seal, Delaware.” The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

INDEMNIFICATION

Section 7.The corporation shall indemnify its officers, directors, employees and agents to the extent permitted by the General Corporation Law of Delaware.

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ARTICLE VIII

AMENDMENTS

Section 1.These by-laws may be altered, amended or repealed or new by-laws may be adopted by the stockholders or by the board of directors, when such power is conferred upon the board of directors by the certificate of incorporation, at any regular meeting of the stockholders or of the board of directors, or at any special meeting of the stockholders or of the board of directors if notice of such alteration, amendment, repeal or adoption of new by-laws be contained in the notice of such special meeting. If the power to adopt, amend or repeal by-laws is conferred upon the board of directors by the certificate of incorporation, it shall not divest or limit the power of the stockholders to adopt, amend or repeal bylaws.

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EX-3.48

Exhibit 3.48

CERTIFICATE OF INCORPORATION

OF

HTS-GROUND LAKE TAHOE, INC.

The undersigned, for the purposes hereinafter stated, under and pursuant to the provisions of the General Corporation Law of Delaware, docs hereby certify as follows:

FIRST:  The name of the Corporation is:

HTS-GROUND LAKE TAHOE, INC.

SECOND:  The Registered Office of the Corporation is to be located at 1013 Centre Road, in the City of Wilmington, in the County of New Castle, in the State of Delaware.  The name of its Registered Agent at that address is Corporation Service Company.

THIRD:  The purpose of the Corporation is to engage in any lawful act or activity for which Corporations may be organized under the General Corporation Law of Delaware.

FOURTH:  The total number of shares which the Corporation shall have authority to issue is one hundred (100), all of which are classified as common stock without par value.

FIFTH:  The original by-laws of the Corporation may be adopted by the sole incorporator named herein, or by the initial directors of the Corporation.  Thereafter, in furtherance and not in limitation of the powers conferred by the laws of the State of Delaware, the Board of Directors and/or the stockholders of the Corporation are expressly empowered to make, alter, amend or repeal by-laws in the manner to be determined by the terms of the by-laws of the Corporation then in existence.

SIXTH:  The name and mailing address of the sole incorporator is Charmaine Kabza, c/o Hyatt Corporation, 200 W. Madison, Chicago, Illinois 60606.

SEVENTH:  The Corporation shall have perpetual existence.

EIGHTH:  The Corporation shall, to the full extent permitted by Section 145 of the Delaware General Corporation Law, as amended from time to time, indemnify all persons whom it may indemnify pursuant thereto.

NINTH:  The personal liability of the directors of the Corporation is hereby eliminated to the fullest extent permitted by Paragraph (7) of Subsection (b) of Section 102 of the General Corporation Law of the State of Delaware, as the same may be amended and supplemented.

IN WITNESS WHEREOF, the undersigned docs may be this Certificate hereby declaring and certifying that the facts herein stated are true and accordingly, has hereunto set her hand and seal this 26th day of November, 1997.

/s/ Charmaine Kabza

Charmaine Kabza

Sole Incorporator

EX-3.49

Exhibit 3.49

HTS-GROUND LAKE TAHOE, INC.

BY-LAWS

ARTICLE I

OFFICES

Section 1.The registered office shall be in the City of Wilmington, County of New Castle, State of Delaware.

Section 2.The corporation may also have offices at such other places both within and without the State of Delaware as the board of directors may from time to time determine or the business of the corporation may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

Section 1.All meetings of the stockholders for the election of directors shall be held in the City of Chicago, State of Illinois at such place as may be fixed from time to time by the board of directors, or at such other place either within or without the State of Delaware as shall be designated from time to time by the board of directors and stated in the notice of the meeting.  Meetings of stockholders for any other purpose may be held at such time and place, within or without the State of Delaware, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

Section 2.Annual meetings of stockholders, commencing with the year 1998, shall be held on the first Monday of June if not a legal holiday, and if a legal holiday, then on the next secular day following, at 10:00 A.M., or at such other date and time as shall be designated from time to time by the board of directors and stated in the notice of the meeting, at which they shall

elect by a plurality vote a board of directors, and transact such other business as may properly be brought before the meeting.

Section 3.Written notice of the annual meeting stating the place, date and hour of the meeting shall be given to each stockholder entitled to vote at such meeting not less than ten nor more than sixty days before the date of the meeting.

Section 4.The officer who has charge of the stock ledger of the corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder.  Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held.  The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

Section 5.Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute or by the certificate of incorporation, may be called by the president and shall be called by the president or secretary at the request in writing of a majority of the board of directors, or at the request in writing of stockholders owning a majority in amount of the entire capital stock of the corporation issued and outstanding and entitled to vote.  Such request shall state the purpose or purposes of the proposed meeting.

Section 6.Written notice of a special meeting stating the place, date and hour of the meeting and the purpose or purposes for which the meeting is called, shall be given not less than

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ten nor more than sixty days before the date of the meeting, to each stockholder entitled to vote at such meeting.

Section 7.Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.

Section 8.The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the certificate of incorporation.  If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented.  At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified.  If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

Section 9.When a quorum is present at any meeting, the vote of the holders of a majority of the stock having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which by express provision of the statutes or of the certificate of incorporation, a different vote is required, in which case such express provision shall govern and control the decision of such question.

Section 10.Unless otherwise provided in the certificate of incorporation, each stockholder shall at every meeting of the stockholders be entitled to one vote in person or by proxy

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for each share of the capital stock having voting power held by such stockholder, but no proxy shall be voted on after three years from its date, unless the proxy provides for a longer period.

Section 11.Unless otherwise provided in the certificate of incorporation, any action required to be taken at any annual or special meeting of stockholders of the corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

ARTICLE III

DIRECTORS

Section 1.The number of directors which shall constitute the whole board shall be not less than two (2).  The directors shall be elected at the annual meeting of the stockholders, except as provided in Section 2 of this Article, and each director elected shall hold office until his/her successor is elected and qualified.  Directors need not be stockholders.

Section 2.Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, though less than a quorum, or by a sole remaining director, and the directors so chosen shall hold office until the next annual election and until their successors are duly elected and shall qualify, unless sooner displaced.  If there are no directors in office, then an election of directors may be held in the manner provided by statute.  If, at the time of filling any vacancy or any newly created

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directorship, the directors then in office shall constitute less than a majority of the whole board (as constituted immediately prior to any such increase), the Court of Chancery may, upon application of any stockholder or stockholders holding at least ten percent of the total number of the shares at the time outstanding having the right to vote for such directors, summarily order an election to be held to fill any such vacancies or newly created directorships, or to replace the directors chosen by the directors then in office.

Section 3.The business of the corporation shall be managed by or under the direction of its board of directors, which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the certificate of incorporation or by these by-laws directed or required to be exercised or done by the stockholders.

MEETINGS OF THE BOARD OF DIRECTORS

Section 4.The board of directors of the corporation may hold meetings, both regular and special either within or without the State of Delaware

Section 5.The first meeting of each newly elected board of directors shall be held at such time and place as shall be fixed by the vote of the stockholders at the annual meeting and no notice of such meeting shall be necessary to the newly elected directors in order legally to constitute the meeting, provided a quorum shall be present.  In the event of the failure of the stockholders to fix the time or place of such first meeting of the newly elected board of directors, or in the event such meeting is not held at the time and place so fixed by the stockholders, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the board of directors or as shall be specified in a written waiver signed by all of the directors.

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Section 6.Regular meetings of the board of directors may be held without notice at such time and at such places as shall from time to time be determined by the board.

Section 7.Special meetings of the board may be called by the president without notice to each director; special meetings shall be called by the president or secretary in like manner and on like notice on the written request of two directors unless the board consists of only one director; in which case special meetings shall be called by the president or secretary in like manner and on like notice on the written request of the sole director.

Section 8.At all meetings of the board a majority of the directors shall constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the board of directors, except as may be otherwise specifically provided by statute or by the certificate of incorporation.  If a quorum shall not be present at any meeting of the board of directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting until a quorum shall be present.

Section 9.Unless otherwise restricted by the certificate of incorporation or these by-laws, any action required or permitted to be taken at any meeting of the board of directors or of any committee thereof may be taken without a meeting, if all members of the board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the board or committee.

Section 10.Unless otherwise restricted by the certificate of incorporation or these by-laws, members of the board of directors, or any committee designated by the board of directors, may participate in a meeting of the board of directors, or any committee, by means of conference telephone or similar communications equipment by means of which all persons participating in

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the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.

COMMITTEES OF DIRECTORS

Section 11.The board of directors may, by resolution passed by a majority of the whole board, designate one or more committees, each committee to consist of one or more of the directors of the corporation.  The board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee.

In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he/she or they constitute a quorum, may unanimously appoint another member of the board of directors to act at the meeting in the place of any such absent or disqualified member.

Any such committee, to the extent provided in the resolution of the board of directors, shall have and may exercise all the powers and authority of the board of directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to amending the certificate of incorporation, adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange or all of substantially all of the corporation’s property and assets, recommending to the stockholders a dissolution of the corporation or a revocation of a dissolution or amending the by-laws of the corporation; and, unless the resolution or the certificate of incorporation expressly so provide, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of stock. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the board of directors.

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Section 12.Each committee shall keep regular minutes of its meetings and report the same to the board of directors when required

COMPENSATION OF DIRECTORS

Section 13.Unless otherwise restricted by the certificate of incorporation or these by-laws, the board of directors shall have the authority to fix the compensation of directors.  The directors may be paid their expenses, if any, of attendance at each meeting of the board of directors and may be paid a fixed sum for attendance at each meeting of the board of directors or a stated salary as director.  No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor.  Members of special or standing committees may be allowed like compensation for attending committee meetings.

REMOVAL OF DIRECTORS

Section 14.Unless otherwise restricted by the certificate of incorporation or these by-laws, any director or the entire board of directors may be removed, with or without cause, by the holders of a majority of shares entitled to vote at an election of directors

ARTICLE IV

NOTICES

Section 1.Whenever, under the provisions of the statutes or of the certificate of incorporation or of these by-laws, notice is required to be given to any director or stockholder, it shall not be construed to mean personal notice, but such notice may be given in writing by mail addressed to such director or stockholder, at his/her address as it appears on the records of the corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Notice to directors may also be given by telegram.

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Section 2.Whenever any notice is required to be given under the provisions of the statutes or of the certificate of incorporation or of these by-laws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

ARTICLE V

OFFICERS

Section 1.The officers of the corporation shall be chosen by the board of directors and shall be a president, a vice president, a secretary and a treasurer.  The board of directors may also choose additional vice presidents, and one or more assistant secretaries and assistant treasurers.  Any number of offices may be held by the same person, unless the certificate of incorporation or these by-laws otherwise provide.

Section 2.The board of directors at its first meeting after each annual meeting of stockholders shall choose a president, one or more vice presidents, a secretary and a treasurer.

Section 3.The board of directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the board.

Section 4.The salaries of all officers and agents of the corporation shall be fixed by the board of directors.

Section 5.The officers of the corporation shall hold office until their successors are chosen and qualify any officer elected or appointed by the board of directors may be removed at any time by the affirmative vote of a majority of the board of directors.

Any vacancy occurring in any office of the corporation shall be filled by the board of directors.

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THE PRESIDENT

Section 6.The president shall be the chief executive officer of the corporation, shall preside at all meetings of the stockholders and the board of directors shall have general and active management of the business of the corporation and shall see that all orders and resolutions of the board of directors are carried into effect.

Section 7.He/She shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the board of directors to some other officer or agent of the corporation.

THE VICE PRESIDENTS

Section 8.In the absence of the president or in the event of his/her inability or refusal to act, the vice president (or in the event there be more than one vice president, the vice presidents in the order designated by the directors, or in the absence of any designation, then in the order of their election) shall perform the duties of the president, and when so acting, shall have all the powers of and be subject to all the restrictions upon the president.  The vice president shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

THE SECRETARY AND ASSISTANT SECRETARY

Section 9.The secretary shall attend all meetings of the board of directors and all meetings of the stockholders and record all the proceedings of the meetings of the corporation and of the board of directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required.  He/She shall give, or cause to be given notice of all meetings of the stockholders and special meetings of the board of directors, and shall perform such other

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duties as may be prescribed by the board of directors or president, under whose supervision he/she shall be.  He/She shall have custody of the corporate seal of the corporation and he/she, or an assistant secretary, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by his/her signature or by the signature of such assistant secretary.  The board of directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by his/her signature.

Section 10.The assistant secretary, or if there be more than one, the assistant secretaries in the order determined by the board of directors (or if there be no such determination, then in the order of their election) shall, in the absence of the secretary or in the event of his/her inability or refusal to act, perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

THE TREASURER AND ASSISTANT TREASURERS

Section 11.The treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the board of directors.

Section 12.He/She shall disburse the funds of the corporation as may be ordered by the board of directors, taking proper vouchers for such disbursements, and shall render to the president and the board of directors, at its regular meetings, or when the board of directors so requires, an account of all his/her transactions as treasurer and of the financial condition of the corporation.

Section 13.If required by the board of directors, he/she shall give the corporation a bond (which shall be renewed every six years) in such sum and with such surety or sureties as shall be satisfactory to the board of directors for the faithful performance of the duties of his/her office and

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for the restoration to the corporation, in case of his/her death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his/her possession or under his/her control belonging to the corporation.

Section 14.The assistant treasurer, or if there shall be more than one, the assistant treasurers in the order determined by the board of directors (or if there be no such determination, then in the order of their election), shall, in the absence of the treasurer or in the event of his/her inability or refusal to act, perform the duties and exercise the powers of the treasurer and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

ARTICLE VI

CERTIFICATE OF STOCK

Section 1.Every holder of stock in the corporation shall be entitled to have a certificate, signed by, or in the name of the corporation by, the chairman or vice chairman of the board of directors, or the president or a vice president and the treasurer or an assistant treasurer, or the secretary or an assistant secretary of the corporation, certifying the number of shares owned by him/her in the corporation.

Section 2.Any or all of the signatures on the certificate may be facsimile.  In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued it may be issued by the corporation with the same effect as if he/she were such officer, transfer agent or registrar at the date of issue.

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LOST CERTIFICATES

Section 3.The board of directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of the fact by the person claiming the certificate of stock to be lost, stolen or destroyed.  When authorizing such issue of a new certificate or certificates, the board of directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his/her legal representative, to advertise the same in such manner as it shall require and/or to give the corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost, stolen or destroyed.

TRANSFER OF STOCK

Section 4.Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignation or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books.

FIXING RECORD DATE

Section 5.In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the board of directors may fix, in advance, a record date, which shall not be more than sixty nor less

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than ten days before the date of such meeting, nor more than sixty days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the board of directors may fix a new record date for the adjourned meeting.

REGISTERED STOCKHOLDERS

Section 6.The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person.  Whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.

ARTICLE VII

GENERAL PROVISIONS

DIVIDENDS

Section 1.Dividends upon the capital Lock of the corporation, subject to the provisions of the certificate of incorporation, if any , may be declared by the board of directors at any regular or special meeting, pursuant to law.  Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the certificate of incorporation

Section 2.Before payment of any dividend, time may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such

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other purpose as the directors shall think conducive to the interest of the corporation, and the directors may modify or abolish any such reserve in the manner in which it was created.

ANNUAL STATEMENT

Section 3.The board of directors shall present at each annual meeting, and at any special meeting of the stockholders when called for by vote of the stockholders, a full and clear statement of the business and condition of the corporation.

CHECKS

Section 4.All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons as the board of directors may from time to time designate.

FISCAL YEAR

Section 5.The fiscal year of the corporation shall be fixed by resolution of the board of directors.

SEAL

Section 6.The corporate seal shall have inscribed thereon the name of the corporation, the year of its organization and the words “Corporate Seal, Delaware.”  The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise

INDEMNIFICATION

Section 7.The corporation shall indemnify its officers, directors, employees and agents to the extent permitted by the General Corporal on Law of Delaware.

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ARTICLE VIII

AMENDMENTS

Section 1.These by-laws may be altered, amended or repealed or new by-laws may be adopted by the stockholders or by the board of directors, when such power is conferred upon the board of directors by the certificate of incorporation at any regular meeting of the stockholders or of the board of directors, or at an special meeting of the stockholders or of the board of directors if notice of such alteration, amendment, repeal or adoption of new by-laws be contained in the notice of such special meeting.  If the power to adopt, amend or repeal by-laws is conferred upon the board of directors by the certificate of incorporation, it shall not divest or limit the power of the stockholders to adopt, amend or repeal bylaws

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EX-3.50

Exhibit 3.50

CERTIFICATE OF INCORPORATION

OF

H-SUB 65, INC.

The undersigned, for the purposes hereinafter stated, under and pursuant to the provisions of the General Corporation Law of Delaware, does hereby certify as follows:

FIRST:  The name of the Corporation is:

H-SUB 65, INC.

SECOND:  The Registered Office of the Corporation is to be located at 32 Loockerman Square, Suite L-100, in the City of Dover, in the County of Kent, in the State of Delaware.  The name of its Registered Agent at that address is The Prentice-Hall Corporation System, Inc.

THIRD:  The purpose of the Corporation is to engage in any lawful act or activity for which Corporations may be organized under the General Corporation Law of Delaware.

FOURTH:  The total number of shares which the Corporation shall have authority to issue is one hundred (100), all of which are classified as common stock without par value.

FIFTH:  The original by-laws of the Corporation may be adopted by the sole incorporator named herein, or by the initial directors of the Corporation.  Thereafter, in furtherance and not in limitation of the powers conferred by the laws of the State of Delaware, the Board of Directors and/or the stockholders of the Corporation are expressly empowered to make, alter, amend or repeal by-laws in the manner to be determined by the terms of the by-laws of the Corporation then in existence.

SIXTH:  The name and mailing address of the sole incorporator is Jean Santore, c/o Hyatt Corporation, 200 W, Madison, Chicago, Illinois 60606.

SEVENTH:  The Corporation shall have perpetual existence.

EIGHTH:  The Corporation shall, to the full extent permitted by Section 145 of the Delaware General Corporation Law, as amended from time to time, indemnify all persons whom it may indemnify pursuant thereto.

NINTH:  The personal liability of the directors of the Corporation is hereby eliminated to the fullest extent permitted by Paragraph (7) of Subsection (b) of Section 102 of the General Corporation Law of the State of Delaware, as the same may be amended and supplemented.

IN WITNESS WHEREOF, the undersigned does make this Certificate hereby declaring and certifying that the facts herein stated are true and accordingly, has hereunto set her hand and seal this 23rd day of August, 1993.

/s/ Jean Santore

Jean Santore

Sole Incorporator

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CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

H-SUB 65, INC.

Adopted in accordance with the provisions of
Section 241 of the General Corporation Law
of the State of Delaware

I, Jean Santore, the sole incorporator of H-SUB 65, INC., a Corporation existing under the laws of the State of Delaware, do hereby certify as follows:

FIRST:                  That the Certificate of Incorporation of said Corporation has been amended to read as follows:

By striking out the whole of Article First hereof as it now exists and inserting in lieu and instead thereof a new Article First, reading as follows:

“FIRST: The name of the Corporation is:

HTS-KEY WEST, INC.”

SECOND:             That said Corporation has not received any payment for any of its stock.

THIRD:                 That such amendment has been duly adopted in accordance with the provisions of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, the undersigned declares and certifies that the facts herein stated are true and has hereunto set her hand and seal as of this 8th day of March, 1994.

/s/ Jean Santore

Jean Santore

Sole Incorporator

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EX-3.51

Exhibit 3.51

HTS-KW, INC.

BY-LAWS

ARTICLE I

OFFICES

Section 1.The registered office shall be in the City of Wilmington, County of New Castle, State of Delaware.

Section 2.The corporation may also have offices at such other places both within and without the State of Delaware as the board of directors may from time to time determine or the business of the corporation may require,

ARTICLE II

MEETINGS OF STOCKHOLDERS

Section 1.All meetings of the stockholders for the election of directors shall be held in the City of Chicago, State of Illinois, at such place as may be fixed from time to time by the board of directors, or at such other place either within or without the State of Delaware as shall be designated from time to time by the board of directors and stated in the notice of the meeting. Meetings of stockholders for any other purpose may be held at such time and place, within or without the State of Delaware, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

Section 2.Annual meetings of stockholders, commencing with the year 1998, shall be held on the first Monday of June if not a legal holiday, and if a legal holiday, then on the next secular day following, at 10:00 A.M., or at such other date and time as shall be designated from time to time by the board of directors and stated in the notice of the meeting, at which they shall

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elect by a plurality vote a board of directors, and transact such other business as may properly be brought before the meeting.

Section 3.Written notice of the annual meeting stating the place, date and hour of the meeting shall be given to each stockholder entitled to vote at such meeting not less than ten nor more than sixty days before the date of the meeting.

Section 4.The officer who has charge of the stock ledger of the corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

Section 5.Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute or by the certificate of incorporation, may be called by the president and shall be called by the president or secretary at the request in writing of a majority of the board of directors, or at the request in writing of stockholders owning a majority in amount of the entire capital stock of the corporation issued and outstanding and entitled to vote. Such request shall state the purpose or purposes of the proposed meeting.

Section 6.Written notice of a special meeting stating the place, date and hour of the meeting and the purpose or purposes for which the meeting is called, shall be given not less than

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ten nor more than sixty days before the date of the meeting, to each stockholder entitled to vote at such meeting.

Section 7.Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.

Section 8.The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the certificate of incorporation. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

Section 9.When a quorum is present at any meeting, the vote of the holders of a majority of the stock having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which by express provision of the statutes or of the certificate of incorporation, a different vote is required, in which case such express provision shall govern and control the decision of such question.

Section 10.Unless otherwise provided in the certificate of incorporation, each stockholder shall at every meeting of the stockholders be entitled to one vote in person or by

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proxy for each share of the capital stock having voting power held by such stockholder, but no proxy shall be voted on after three years from its date, unless the proxy provides for a longer period.

Section 11.Unless otherwise provided in the certificate of incorporation, any action required to be taken at any annual or special meeting of stockholders of the corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

ARTICLE III

DIRECTORS

Section 1.The number of directors which shall constitute the whole board shall be not less than two (2). The directors shall be elected at the annual meeting of the stockholders, except as provided in Section 2 of this Article, and each director elected shall hold office until his/her successor is elected and qualified. Directors need not be stockholders.

Section 2.Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, though less than a quorum, or by a sole remaining director, and the directors so chosen shall hold office until the next annual election and until their successors are duly elected and shall qualify, unless sooner displaced. If there are no directors in office, then an election of directors may be

4

held in the manner provided by statute. If, at the time of filling any vacancy or any newly created directorship, the directors then in office shall constitute less than a majority of the whole board (as constituted immediately prior to any such increase), the Court of Chancery may, upon application of any stockholder or stockholders holding at least ten percent of the total number of the shares at the time outstanding having the right to vote for such directors, summarily order an election to be held to fill any such vacancies or newly created directorships, or to replace the directors chosen by the directors then in office.

Section 3.The business of the corporation shall be managed by or under the direction of its board of directors, which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the certificate of incorporation or by these by-laws directed or required to be exercised or done by the stockholders.

MEETINGS OF THE BOARD OF DIRECTORS

Section 4.The board of directors of the corporation may hold meetings, both regular and special, either within or without the State of Delaware.

Section 5.The first meeting of each newly elected board of directors shall be held at such time and place as shall be fixed by the vote of the stockholders at the annual meeting and no notice of such meeting shall be necessary to the newly elected directors in order legally to constitute the meeting, provided a quorum shall be present. In the event of the failure of the stockholders to fix the time or place of such first meeting of the newly elected board of directors, or in the event such meeting is not held at the time and place so fixed by the stockholders, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the board of directors, or as shall be specified in a written waiver signed by all of the directors.

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Section 6.Regular meetings of the board of directors may be held without notice at such time and at such places as shall from time to time be determined by the board.

Section 7.Special meetings of the board may be called by the president without notice to each director; special meetings shall be called by the president or secretary in like manner and on like notice on the written request of two directors unless the board consists of only one director; in which case special meetings shall be called by the president or secretary in like manner and on like notice on the written request of the sole director.

Section 8.At all meetings of the board a majority of the directors shall constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the board of directors, except as may be otherwise specifically provided by statute or by the certificate of incorporation. If a quorum shall not be present at any meeting of the board of directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

Section 9.Unless otherwise restricted by the certificate of incorporation or these by-laws, any action required or permitted to be taken at any meeting of the board of directors or of any committee thereof may be taken without a meeting, if all members of the board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the board or committee.

Section 10.Unless otherwise restricted by the certificate of incorporation or these by-laws, members of the board of directors, or any committee designated by the board of directors, may participate in a meeting of the board of directors, or any committee, by means of conference telephone or similar communications equipment by means of which all persons participating in

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the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.

COMMITTEES OF DIRECTORS

Section 11.The board of directors may, by resolution passed by a majority of the whole board, designate one or more committees, each committee to consist of one or more of the directors of the corporation. The board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee.

In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he/she or they constitute a quorum, may unanimously appoint another member of the board of directors to act at the meeting in the place of any such absent or disqualified member.

Any such committee, to the extent provided in the resolution of the board of directors, shall have and may exercise all the powers and authority of the board of directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to amending the certificate of incorporation, adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange or all of substantially all of the corporation’s property and assets, recommending to the stockholders a dissolution of the corporation or a revocation of a dissolution, or amending the by-laws of the corporation; and, unless the resolution or the certificate of incorporation expressly so provide, no such committee shall have the power or authority to declare a dividend or to

7

authorize the issuance of stock. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the board of directors.

Section 12.Each committee shall keep regular minutes of its meetings and report the same to the board of directors when required.

COMPENSATION OF DIRECTORS

Section 13.Unless otherwise restricted by the certificate of incorporation or these by-laws, the board of directors shall have the authority to fix the compensation of directors. The directors may be paid their expenses, if any, of attendance at each meeting of the board of directors and may be paid a fixed sum for attendance at each meeting of the board of directors or a stated salary as director. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.

REMOVAL OF DIRECTORS

Section 14.Unless otherwise restricted by the certificate of incorporation or these by-laws, any director or the entire board of directors may be removed, with or without cause, by the holders of a majority of shares entitled to vote at an election of directors.

ARTICLE IV

NOTICES

Section 1.Whenever, under the provisions of the statutes or of the certificate of incorporation or of these by-laws, notice is required to be given to any director or stockholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail addressed to such director or stockholder, at his/her address as it appears on the records of the corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the

8

time when the same shall be deposited in the United States mail. Notice to directors may also be given by telegram.

Section 2.Whenever any notice is required to be given under the provisions of the statutes or of the certificate of incorporation or of these by-laws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

ARTICLE V

OFFICERS

Section 1.The officers of the corporation shall be chosen by the board of directors and shall be a president, a vice president, a secretary and a treasurer. The board of directors may also choose additional vice presidents, and one or more assistant secretaries and assistant treasurers. Any number of offices may be held by the same person, unless the certificate of incorporation or these by-laws otherwise provide.

Section 2.The board of directors at its first meeting after each annual meeting of stockholders shall choose a president, one or more vice presidents, a secretary and a treasurer.

Section 3.The board of directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the board.

Section 4.The salaries of all officers and agents of the corporation shall be fixed by the board of directors.

Section 5.The officers of the corporation shall hold office until their successors are chosen and qualify. Any officer elected or appointed by the board of directors may be removed at any time by the affirmative vote of a majority of the board of directors.

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Any vacancy occurring in any office of the corporation shall be filled by the board of directors.

THE PRESIDENT

Section 6.The president shall be the chief executive officer of the corporation, shall preside at all meetings of the stockholders and the board of directors, shall have general and active management of the business of the corporation and shall see that all orders and resolutions of the board of directors are carried into effect.

Section 7.He/She shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the board of directors to some other officer or agent of the corporation.

THE VICE PRESIDENTS

Section 8.In the absence of the president or in the event of his/her inability or refusal to act, the vice president (or in the event there be more than one vice president, the vice presidents in the order designated by the directors, or in the absence of any designation, then in the order of their election) shall perform the duties of the president, and when so acting, shall have all the powers of and be subject to all the restrictions upon the president. The vice president shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

THE SECRETARY AND ASSISTANT SECRETARY

Section 9.The secretary shall attend all meetings of the board of directors and all meetings of the stockholders and record all the proceedings of the meetings of the corporation and of the board of directors in a book to be kept for that purpose and shall perform like duties

10

for the standing committees when required. He/She shall give, or cause to be given notice of all meetings of the stockholders and special meetings of the board of directors, and shall perform such other duties as may be prescribed by the board of directors or president, under whose supervision he/she shall be. He/She shall have custody of the corporate seal of the corporation and he/she, or an assistant secretary, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by his/her signature or by the signature of such assistant secretary. The board of directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by his/her signature.

Section 10.The assistant secretary, or if there be more than one, the assistant secretaries in the order determined by the board of directors (or if there be no such determination, then in the order of their election) shall, in the absence of the secretary or in the event of his/her inability or refusal to act, perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

THE TREASURER AND ASSISTANT TREASURERS

Section 11.The treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the board of directors.

Section 12.He/She shall disburse the funds of the corporation as may be ordered by the board of directors, taking proper vouchers for such disbursements, and shall render to the president and the board of directors, at its regular meetings, or when the board of directors so

11

requires, an account of all his/her transactions as treasurer and of the financial condition of the corporation.

Section 13.If required by the board of directors, he/she shall give the corporation a bond (which shall be renewed every six years) in such sum and with such surety or sureties as shall be satisfactory to the board of directors for the faithful performance of the duties of his/her office and for the restoration to the corporation, in case of his/her death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his/her possession or under his/her control belonging to the corporation.

Section 14.The assistant treasurer, or if there shall be more than one, the assistant treasurers in the order determined by the board of directors (or if there be no such determination, then in the order of their election), shall, in the absence of the treasurer or in the event of his/her inability or refusal to act, perform the duties and exercise the powers of the treasurer and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

ARTICLE VI

CERTIFICATE OF STOCK

Section 1.Every holder of stock in the corporation shall be entitled to have a certificate, signed by, or in the name of the corporation by, the chairman or vice chairman of the board of directors, or the president or a vice president and the treasurer or an assistant treasurer, or the secretary or an assistant secretary of the corporation, certifying the number of shares owned by him/her in the corporation.

Section 2.Any or all of the signatures on the certificate may be facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed

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upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued it may be issued by the corporation with the same effect as if he/she were such officer, transfer agent or registrar at the date of issue.

LOST CERTIFICATES

Section 3.The board of directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of the fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates, the board of directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his/her legal representative, to advertise the same in such manner as it shall require and/or to give the corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost, stolen or destroyed.

TRANSFER OF STOCK

Section 4.Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignation or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books.

FIXING RECORD DATE

Section 5.In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express

13

consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the board of directors may fix, in advance, a record date, which shall not be more than sixty nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the board of directors may fix a new record date for the adjourned meeting.

REGISTERED STOCKHOLDERS

Section 6.The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.

ARTICLE VII

GENERAL PROVISIONS

DIVIDENDS

Section 1.Dividends upon the capital stock of the corporation, subject to the provisions of the certificate of incorporation, if any, may be declared by the board of directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the certificate of incorporation.

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Section 2.Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the directors shall think conducive to the interest of the corporation, and the directors may modify or abolish any such reserve in the manner in which it was created.

ANNUAL STATEMENT

Section 3.The board of directors shall present at each annual meeting, and at any special meeting of the stockholders when called for by vote of the stockholders, a full and clear statement of the business and condition of the corporation.

CHECKS

Section 4.All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons as the board of directors may from time to time designate.

FISCAL YEAR

Section 5.The fiscal year of the corporation shall be fixed by resolution of the board of directors.

SEAL

Section 6.The corporate seal shall have inscribed thereon the name of the corporation, the year of its organization and the words “Corporate Seal, Delaware.” The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

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INDEMNIFICATION

Section 7.The corporation shall indemnify its officers, directors, employees and agents to the extent permitted by the General Corporation Law of Delaware.

ARTICLE VIII

AMENDMENTS

Section 1.These by-laws may be altered, amended or repealed or new by-laws may be adopted by the stockholders or by the board of directors, when such power is conferred upon the board of directors by the certificate of incorporation, at any regular meeting of the stockholders or of the board of directors, or at any special meeting of the stockholders or of the board of directors if notice of such alteration, amendment, repeal or adoption of new by-laws be contained in the notice of such special meeting. If the power to adopt, amend or repeal by-laws is conferred upon the board of directors by the certificate of incorporation, it shall not divest or limit the power of the stockholders to adopt, amend or repeal bylaws.

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EX-3.52

Exhibit 3.52

CERTIFICATE OF INCORPORATION

OF

HTS-KW, INC.

The undersigned, for the purposes hereinafter stated, under and pursuant to the provisions of the General Corporation Law of Delaware, does hereby certify as follows:

FIRST:  The name of the Corporation is:

HTS-KW, INC.

SECOND:  The Registered Office of the Corporation is to be located at 1013 Centre Road, in the City of Wilmington, in the County of New Castle, in the State of Delaware.  The name of its Registered Agent at that address is Corporation Service Company.

THIRD:  The purpose of the Corporation is to engage in any lawful act or activity for which Corporations may be organized under the General Corporation Law of Delaware.

FOURTH:  The total number of shares which the Corporation shall have authority to issue is one hundred (100), all of which are classified as common stock without par value.

FIFTH:  The original by-laws of the Corporation may be adopted by the sole incorporator named herein, or by the initial directors of the Corporation.  Thereafter, in furtherance and not in limitation of the powers conferred by the laws of the State of Delaware, the Board of Directors and/or the stockholders of the Corporation are expressly empowered to make, alter, amend or repeal by-laws in the manner to the determined by the terms of the by-laws of the Corporation then in existence.

SIXTH:  The name and mailing address of the sole incorporator is Charmaine Kabza, c/o Hyatt Corporation, 200 W. Madison, Chicago, Illinois 60606.

SEVENTH:  The Corporation shall have perpetual existence.

EIGHTH:  The Corporation shall, to the full extent permitted by Section 145 of the Delaware General Corporation Law, as amended from time to time, indemnify all persons whom it may indemnify pursuant thereto.

NINTH:  The personal liability of the directors of the Corporation is hereby eliminated to the fullest extent permitted by Paragraph (7) of Subsection (b) of Section 102 of the General Corporation Law of the State of Delaware, as the same may be amended and supplemented.

IN WITNESS WHEREOF, the undersigned does make this Certificate hereby declaring and certifying that the facts herein stated are true and accordingly, has hereunto set her hand and seal this 2nd day of October, 1997.

/s/ Charmaine Kabza

Charmaine Kabza

Sole Incorporator

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EX-3.53

Exhibit 3.53

HTS-KW, INC.

BY-LAWS

ARTICLE I

OFFICES

Section 1.              The registered office shall be in the City of Wilmington, County of New Castle, State of Delaware.

Section 2.              The corporation may also have offices at such other places both within and without the State of Delaware as the board of directors may from time to time determine or the business of the corporation may require,

ARTICLE II

MEETINGS OF STOCKHOLDERS

Section 1.              All meetings of the stockholders for the election of directors shall be held in the City of Chicago, State of Illinois, at such place as may be fixed from time to time by the board of directors, or at such other place either within or without the State of Delaware as shall be designated from time to time by the board of directors and stated in the notice of the meeting. Meetings of stockholders for any other purpose may be held at such time and place, within or without the State of Delaware, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

Section 2.              Annual meetings of stockholders, commencing with the year 1998, shall be held on the first Monday of June if not a legal holiday, and if a legal holiday, then on the next secular day following, at 10:00 A.M., or at such other date and time as shall be designated from time to time by the board of directors and stated in the notice of the meeting, at which they shall

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elect by a plurality vote a board of directors, and transact such other business as may properly be brought before the meeting.

Section 3.              Written notice of the annual meeting stating the place, date and hour of the meeting shall be given to each stockholder entitled to vote at such meeting not less than ten nor more than sixty days before the date of the meeting.

Section 4.              The officer who has charge of the stock ledger of the corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

Section 5.              Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute or by the certificate of incorporation, may be called by the president and shall be called by the president or secretary at the request in writing of a majority of the board of directors, or at the request in writing of stockholders owning a majority in amount of the entire capital stock of the corporation issued and outstanding and entitled to vote. Such request shall state the purpose or purposes of the proposed meeting.

Section 6.              Written notice of a special meeting stating the place, date and hour of the meeting and the purpose or purposes for which the meeting is called, shall be given not less than

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ten nor more than sixty days before the date of the meeting, to each stockholder entitled to vote at such meeting.

Section 7.              Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.

Section 8.              The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the certificate of incorporation. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

Section 9.              When a quorum is present at any meeting, the vote of the holders of a majority of the stock having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which by express provision of the statutes or of the certificate of incorporation, a different vote is required, in which case such express provision shall govern and control the decision of such question.

Section 10.            Unless otherwise provided in the certificate of incorporation, each stockholder shall at every meeting of the stockholders be entitled to one vote in person or by proxy

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for each share of the capital stock having voting power held by such stockholder, but no proxy shall be voted on after three years from its date, unless the proxy provides for a longer period.

Section 11.            Unless otherwise provided in the certificate of incorporation, any action required to be taken at any annual or special meeting of stockholders of the corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

ARTICLE III

DIRECTORS

Section 1.              The number of directors which shall constitute the whole board shall be not less than two (2). The directors shall be elected at the annual meeting of the stockholders, except as provided in Section 2 of this Article, and each director elected shall hold office until his/her successor is elected and qualified. Directors need not be stockholders.

Section 2.              Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, though less than a quorum, or by a sole remaining director, and the directors so chosen shall hold office until the next annual election and until their successors are duly elected and shall qualify, unless sooner displaced. If there are no directors in office, then an election of directors may be held in the manner provided by statute. If, at the time of filling any vacancy or any newly created

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directorship, the directors then in office shall constitute less than a majority of the whole board (as constituted immediately prior to any such increase), the Court of Chancery may, upon application of any stockholder or stockholders holding at least ten percent of the total number of the shares at the time outstanding having the right to vote for such directors, summarily order an election to be held to fill any such vacancies or newly created directorships, or to replace the directors chosen by the directors then in office.

Section 3.              The business of the corporation shall be managed by or under the direction of its board of directors, which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the certificate of incorporation or by these by-laws directed or required to be exercised or done by the stockholders.

MEETINGS OF THE BOARD OF DIRECTORS

Section 4.              The board of directors of the corporation may hold meetings, both regular and special, either within or without the State of Delaware.

Section 5.              The first meeting of each newly elected board of directors shall be held at such time and place as shall be fixed by the vote of the stockholders at the annual meeting and no notice of such meeting shall be necessary to the newly elected directors in order legally to constitute the meeting, provided a quorum shall be present. In the event of the failure of the stockholders to fix the time or place of such first meeting of the newly elected board of directors, or in the event such meeting is not held at the time and place so fixed by the stockholders, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the board of directors, or as shall be specified in a written waiver signed by all of the directors.

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Section 6.              Regular meetings of the board of directors may be held without notice at such time and at such places as shall from time to time be determined by the board.

Section 7.              Special meetings of the board may be called by the president without notice to each director; special meetings shall be called by the president or secretary in like manner and on like notice on the written request of two directors unless the board consists of only one director; in which case special meetings shall be called by the president or secretary in like manner and on like notice on the written request of the sole director.

Section 8.              At all meetings of the board a majority of the directors shall constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the board of directors, except as may be otherwise specifically provided by statute or by the certificate of incorporation. If a quorum shall not be present at any meeting of the board of directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

Section 9.              Unless otherwise restricted by the certificate of incorporation or these by-laws, any action required or permitted to be taken at any meeting of the board of directors or of any committee thereof may be taken without a meeting, if all members of the board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the board or committee.

Section 10.            Unless otherwise restricted by the certificate of incorporation or these by-laws, members of the board of directors, or any committee designated by the board of directors, may participate in a meeting of the board of directors, or any committee, by means of conference telephone or similar communications equipment by means of which all persons participating in

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the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.

COMMITTEES OF DIRECTORS

Section 11.            The board of directors may, by resolution passed by a majority of the whole board, designate one or more committees, each committee to consist of one or more of the directors of the corporation. The board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee.

In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he/she or they constitute a quorum, may unanimously appoint another member of the board of directors to act at the meeting in the place of any such absent or disqualified member.

Any such committee, to the extent provided in the resolution of the board of directors, shall have and may exercise all the powers and authority of the board of directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to amending the certificate of incorporation, adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange or all of substantially all of the corporation’s property and assets, recommending to the stockholders a dissolution of the corporation or a revocation of a dissolution, or amending the by-laws of the corporation; and, unless the resolution or the certificate of incorporation expressly so provide, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of stock. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the board of directors.

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Section 12.            Each committee shall keep regular minutes of its meetings and report the same to the board of directors when required.

COMPENSATION OF DIRECTORS

Section 13.            Unless otherwise restricted by the certificate of incorporation or these by-laws, the board of directors shall have the authority to fix the compensation of directors. The directors may be paid their expenses, if any, of attendance at each meeting of the board of directors and may be paid a fixed sum for attendance at each meeting of the board of directors or a stated salary as director. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.

REMOVAL OF DIRECTORS

Section 14.            Unless otherwise restricted by the certificate of incorporation or these by-laws, any director or the entire board of directors may be removed, with or without cause, by the holders of a majority of shares entitled to vote at an election of directors.

ARTICLE IV

NOTICES

Section 1.              Whenever, under the provisions of the statutes or of the certificate of incorporation or of these by-laws, notice is required to be given to any director or stockholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail addressed to such director or stockholder, at his/her address as it appears on the records of the corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Notice to directors may also be given by telegram.

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Section 2.              Whenever any notice is required to be given under the provisions of the statutes or of the certificate of incorporation or of these by-laws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

ARTICLE V

OFFICERS

Section 1.              The officers of the corporation shall be chosen by the board of directors and shall be a president, a vice president, a secretary and a treasurer. The board of directors may also choose additional vice presidents, and one or more assistant secretaries and assistant treasurers. Any number of offices may be held by the same person, unless the certificate of incorporation or these by-laws otherwise provide.

Section 2.              The board of directors at its first meeting after each annual meeting of stockholders shall choose a president, one or more vice presidents, a secretary and a treasurer.

Section 3.              The board of directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the board.

Section 4.              The salaries of all officers and agents of the corporation shall be fixed by the board of directors.

Section 5.              The officers of the corporation shall hold office until their successors are chosen and qualify. Any officer elected or appointed by the board of directors may be removed at any time by the affirmative vote of a majority of the board of directors.

Any vacancy occurring in any office of the corporation shall be filled by the board of directors.

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THE PRESIDENT

Section 6.              The president shall be the chief executive officer of the corporation, shall preside at all meetings of the stockholders and the board of directors, shall have general and active management of the business of the corporation and shall see that all orders and resolutions of the board of directors are carried into effect.

Section 7.              He/She shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the board of directors to some other officer or agent of the corporation.

THE VICE PRESIDENTS

Section 8.              In the absence of the president or in the event of his/her inability or refusal to act, the vice president (or in the event there be more than one vice president, the vice presidents in the order designated by the directors, or in the absence of any designation, then in the order of their election) shall perform the duties of the president, and when so acting, shall have all the powers of and be subject to all the restrictions upon the president. The vice president shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

THE SECRETARY AND ASSISTANT SECRETARY

Section 9.              The secretary shall attend all meetings of the board of directors and all meetings of the stockholders and record all the proceedings of the meetings of the corporation and of the board of directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required. He/She shall give, or cause to be given notice of all meetings of the stockholders and special meetings of the board of directors, and shall perform such other

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duties as may be prescribed by the board of directors or president, under whose supervision he/she shall be. He/She shall have custody of the corporate seal of the corporation and he/she, or an assistant secretary, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by his/her signature or by the signature of such assistant secretary. The board of directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by his/her signature.

Section 10.            The assistant secretary, or if there be more than one, the assistant secretaries in the order determined by the board of directors (or if there be no such determination, then in the order of their election) shall, in the absence of the secretary or in the event of his/her inability or refusal to act, perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

THE TREASURER AND ASSISTANT TREASURERS

Section 11.            The treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the board of directors.

Section 12.            He/She shall disburse the funds of the corporation as may be ordered by the board of directors, taking proper vouchers for such disbursements, and shall render to the president and the board of directors, at its regular meetings, or when the board of directors so requires, an account of all his/her transactions as treasurer and of the financial condition of the corporation.

Section 13.            If required by the board of directors, he/she shall give the corporation a bond (which shall be renewed every six years) in such sum and with such surety or sureties as shall be satisfactory to the board of directors for the faithful performance of the duties of his/her office and

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for the restoration to the corporation, in case of his/her death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his/her possession or under his/her control belonging to the corporation.

Section 14.            The assistant treasurer, or if there shall be more than one, the assistant treasurers in the order determined by the board of directors (or if there be no such determination, then in the order of their election), shall, in the absence of the treasurer or in the event of his/her inability or refusal to act, perform the duties and exercise the powers of the treasurer and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

ARTICLE VI

CERTIFICATE OF STOCK

Section 1.              Every holder of stock in the corporation shall be entitled to have a certificate, signed by, or in the name of the corporation by, the chairman or vice chairman of the board of directors, or the president or a vice president and the treasurer or an assistant treasurer, or the secretary or an assistant secretary of the corporation, certifying the number of shares owned by him/her in the corporation.

Section 2.              Any or all of the signatures on the certificate may be facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued it may be issued by the corporation with the same effect as if he/she were such officer, transfer agent or registrar at the date of issue.

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LOST CERTIFICATES

Section 3.              The board of directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of the fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates, the board of directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his/her legal representative, to advertise the same in such manner as it shall require and/or to give the corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost, stolen or destroyed.

TRANSFER OF STOCK

Section 4.              Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignation or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books.

FIXING RECORD DATE

Section 5.              In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the board of directors may fix, in advance, a record date, which shall not be more than sixty nor less

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than ten days before the date of such meeting, nor more than sixty days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the board of directors may fix a new record date for the adjourned meeting.

REGISTERED STOCKHOLDERS

Section 6.              The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.

ARTICLE VII

GENERAL PROVISIONS

DIVIDENDS

Section 1.              Dividends upon the capital stock of the corporation, subject to the provisions of the certificate of incorporation, if any, may be declared by the board of directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the certificate of incorporation.

Section 2.              Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such

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other purpose as the directors shall think conducive to the interest of the corporation, and the directors may modify or abolish any such reserve in the manner in which it was created.

ANNUAL STATEMENT

Section 3.              The board of directors shall present at each annual meeting, and at any special meeting of the stockholders when called for by vote of the stockholders, a full and clear statement of the business and condition of the corporation.

CHECKS

Section 4.              All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons as the board of directors may from time to time designate.

FISCAL YEAR

Section 5.              The fiscal year of the corporation shall be fixed by resolution of the board of directors.

SEAL

Section 6.              The corporate seal shall have inscribed thereon the name of the corporation, the year of its organization and the words “Corporate Seal, Delaware.” The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

INDEMNIFICATION

Section 7.              The corporation shall indemnify its officers, directors, employees and agents to the extent permitted by the General Corporation Law of Delaware.

ARTICLE VIII

AMENDMENTS

Section 1.              These by-laws may be altered, amended or repealed or new by-laws may be adopted by the stockholders or by the board of directors, when such power is conferred upon the

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board of directors by the certificate of incorporation, at any regular meeting of the stockholders or of the board of directors, or at any special meeting of the stockholders or of the board of directors if notice of such alteration, amendment, repeal or adoption of new by-laws be contained in the notice of such special meeting. If the power to adopt, amend or repeal by-laws is conferred upon the board of directors by the certificate of incorporation, it shall not divest or limit the power of the stockholders to adopt, amend or repeal bylaws.

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EX-3.54

Exhibit 3.54

CERTIFICATE OF INCORPORATION

OF

HT - NEW DULLES AIRPORT HOTEL, INC.

The undersigned, for the purposes hereinafter stated, under and pursuant to the provisions of the General Corporation Law of Delaware, does hereby certify as follows:

FIRST:  The name of the Corporation is:

HT - NEW DULLES AIRPORT HOTEL, INC.

SECOND:  The Registered Office of the Corporation is to be located at 32 Loockerman Square, Suite L-100, in the City of Dover, in the County of Kent, in the State of Delaware.  The name of its Registered Agent at that address is The Prentice-Hall Corporation System, Inc.

THIRD:  The purpose of the Corporation is to engage in any lawful act or activity for which Corporations may be organized under the General Corporation Law of Delaware.

FOURTH:  The total number of shares which the Corporation shall have authority to issue is one hundred (100), all of which are classified as common stock without par value.

FIFTH:  The original by-laws of the Corporation may be adopted by the sole incorporator named herein, or by the initial directors of the Corporation.  Thereafter, in furtherance and not in limitation of the powers conferred by the laws of the State of Delaware, the Board of Directors and/or the stockholders of the Corporation are expressly empowered to make, alter, amend or repeal by-laws in the manner to be determined by the terms of the by-laws of the Corporation then in existence.

SIXTH:  The name and mailing address of the sole incorporator is Jean Santore, c/o Hyatt Corporation, 200 W. Madison, Chicago, Illinois 60606.

SEVENTH:  The Corporation shall have perpetual existence.

EIGHTH:  The Corporation shall, to the full extent permitted by Section 145 of the Delaware General Corporation Law, as amended from time to time, indemnify all persons whom it may indemnify pursuant thereto.

NINTH:  The personal liability of the directors of the Corporation is hereby eliminated to the fullest extent permitted by Paragraph (7) of Subsection (b) of Section 102 of the General Corporation Law of the State of Delaware, as the same may be amended and supplemented.

IN WITNESS WHEREOF, the undersigned does make this Certificate hereby declaring and certifying that the facts herein stated are true and accordingly, has hereunto set her hand and seal this 10th day of November, 1993.

/s/ Jean Santore

Jean Santore

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CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF

HT — NEW DULLES AIRPORT HOTEL, INC.

Adopted in accordance with the provisions of
Section 242 of the General Corporation Law
of the State of Delaware

I, Jean Santore, Assistant Secretary of HT — NEW DULLES AIRPORT HOTEL, INC., a Corporation existing under the laws of the State of Delaware, do hereby certify as follows:

FIRST:  That the name of the Corporation is HT — NEW DULLES AIRPORT HOTEL, INC.

SECOND:  That the Certificate of Incorporation of the Corporation was filed by the Secretary of State of Delaware on the 15th day of November, 1993.

THIRD:  That the Certificate of Incorporation of said Corporation has been amended to read as follows:

By striking out the whole of Article First hereof as it now exists and inserting in lieu and instead thereof a new Article First, reading as follows:

“FIRST:  The name of the Corporation is:

HTS-LAKE TAHOE, INC.”

FOURTH:  That such amendment has been duly adopted in accordance with provisions of the General Corporation Law of the State of Delaware by the unanimous written consent of the holders of all outstanding shares entitled to vote.

IN WITNESS WHEREOF, the undersigned declares and certifies that the facts herein stated are true and has hereunto set her hand and seal as of this 7th day of June, 1995.

/s/ Jean Santore

Jean Santore

Assistant Secretary

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EX-3.55

Exhibit 3.55

HTS-LAKE TAHOE, INC.

BY-LAWS

ARTICLE I

OFFICES

Section 1.              The registered office shall be in the City of Dover, County of Kent, State of Delaware.

Section 2.              The corporation may also have offices at such other places both within and without the State of Delaware as the board of directors may from time to time determine or the business of the corporation may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

Section 1.              All meetings of the stockholders for the election of directors shall be held in the City of Chicago, State of Illinois, at such place as may be fixed from time to time by the board of directors, or at such other place either within or without the State of Delaware as shall be designated from time to time by the board of directors and stated in the notice of the meeting. Meetings of stockholders for any other purpose may be held at such time and place, within or without the State of Delaware, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

Section 2.              Annual meetings of stockholders, commencing with the year 1995, shall be held on the first Monday of June if not a legal holiday, and if a legal holiday, then on the next secular day following, at 10:00 A. M., or at such other date and time as shall be designated from time to time by the board of directors and stated in the notice of the meeting, at which they shall

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elect by a plurality vote a board of directors, and transact such other business as may properly be brought before the meeting.

Section 3.              Written notice of the annual meeting stating the place, date and hour of the meeting shall be given to each stockholder entitled to vote at such meeting not less than ten nor more than sixty days before the date of the meeting.

Section 4.              The officer who has charge of the stock ledger of the corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder, Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

Section 5.              Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute or by the certificate of incorporation, may be called by the president and shall be called by the president or secretary at the request in writing of a majority of the board of directors, or at the request in writing of stockholders owning a majority in amount of the entire capital stock of the corporation issued and outstanding and entitled to vote. Such request shall state the purpose or purposes of the proposed meeting.

Section 6.              Written notice of a special meeting stating the place, date and hour of the meeting and the purpose or purposes for which the meeting is called, shall be given not less than

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ten nor more than sixty days before the date of the meeting, to each stockholder entitled to vote at such meeting.

Section 7.              Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.

Section 8.              The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the certificate of incorporation. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

Section 9.              When a quorum is present at any meeting, the vote of the holders of a majority of the stock having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which by express provision of the statutes or of the certificate of incorporation, a different vote is required, in which case such express provision shall govern and control the decision of such question.

Section 10.            Unless otherwise provided in the certificate of incorporation, each stockholder shall at every meeting of the stockholders be entitled to one vote in person or by

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proxy for each share of the capital stock having voting power held by such stockholder, but no proxy shall be voted on after three years from its date, unless the proxy provides for a longer period.

Section 11.            Unless otherwise provided in the certificate of incorporation, any action required to be taken at any annual or special meeting of stockholders of the corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

ARTICLE III

DIRECTORS

Section 1.              The number of directors which shall constitute the whole board shall be not less than two (2). The directors shall be elected at the annual meeting of the stockholders, except as provided in Section 2 of this Article, and each director elected shall hold office until his successor is elected and qualified. Directors need not be stockholders.

Section 2.              Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, though less than a quorum, or by a sole remaining director, and the directors so chosen shall hold office until the next annual election and until their successors are duly elected and shall qualify, unless sooner displaced. If there are no directors in office, then an election of directors may be

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held in the manner provided by statute. If, at the time of filling any vacancy or any newly created directorship, the directors then in office shall constitute less than a majority of the whole board (as constituted immediately prior to any such increase), the Court of Chancery may, upon application of any stockholder or stockholders holding at least ten percent of the total number of the shares at the time outstanding having the right to vote for such directors, summarily order an election to be held to fill any such vacancies or newly created directorships, or to replace the directors chosen by the directors then in office.

Section 3.              The business of the corporation shall be managed by or under the direction of its board of directors, which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the certificate of incorporation or by these by-laws directed or required to be exercised or done by the stockholders.

MEETINGS OF THE BOARD OF DIRECTORS

Section 4.              The board of directors of the corporation may hold meetings, both regular and special, either within or without the State of Delaware.

Section 5.              The first meeting of each newly elected board of directors shall be held at such time and place as shall be fixed by the vote of the stockholders at the annual meeting and no notice of such meeting shall be necessary to the newly elected directors in order legally to constitute the meeting, provided a quorum shall be present. In the event of the failure of the stockholders to fix the time or place of such first meeting of the newly elected board of directors, or in the event such meeting is not held at the time and place so fixed by the stockholders, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the board of directors, or as shall be specified in a written waiver signed by all of the directors.

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Section 6.              Regular meetings of the board of directors may be held without notice at such time and at such places as shall from time to time be determined by the board.

Section 7.              Special meetings of the board may be called by the president without notice to each director; special meetings shall be called by the president or secretary in like manner and on like notice on the written request of two directors unless the board consists of only one director; in which case special meetings shall be called by the president or secretary in like manner and on like notice on the written request of the sole director.

Section 8.              At all meetings of the board a majority of the directors shall constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the board of directors, except as may be otherwise specifically provided by statute or by the certificate of incorporation. If a quorum shall not be present at any meeting of the board of directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

Section 9.              Unless otherwise restricted by the certificate of incorporation or these by-laws, any action required or permitted to be taken at any meeting of the board of directors or of any committee thereof may be taken without a meeting, if all members of the board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the board or committee.

Section 10.            Unless otherwise restricted by the certificate of incorporation or these by-laws, members of the board of directors, or any committee designated by the board of directors, may participate in a meeting of the board of directors, or any committee, by means of conference telephone or similar communications equipment by means of which all persons participating in

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the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.

COMMITTEES OF DIRECTORS

Section 11.            The board of directors may, by resolution passed by a majority of the whole board, designate one or more committees, each committee to consist of one or more of the directors of the corporation. The board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee.

In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the board of directors to act at the meeting in the place of any such absent or disqualified member.

Any such committee, to the extent provided in the resolution of the board of directors, shall have and may exercise all the powers and authority of the board of directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to amending the certificate of incorporation, adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange or all of substantially all of the corporation’s property and assets, recommending to the stockholders a dissolution of the corporation or a revocation of a dissolution, or amending the by-laws of the corporation; and, unless the resolution or the certificate of incorporation expressly so provide, no such committee shall have the power or authority to declare a dividend or to

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authorize the issuance of stock. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the board of directors.

Section 12.            Each committee shall keep regular minutes of its meetings and report the same to the board of directors when required.

COMPENSATION OF DIRECTORS

Section 13.            Unless otherwise restricted by the certificate of incorporation or these by-laws, the board of directors shall have the authority to fix the compensation of directors. The directors may be paid their expenses, if any, of attendance at each meeting of the board of directors and may be paid a fixed sum for attendance at each meeting of the board of directors or a stated salary as director. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.

REMOVAL OF DIRECTORS

Section 14.            Unless otherwise restricted by the certificate of incorporation or these by-laws, any director or the entire board of directors may be removed, with or without cause, by the holders of a majority of shares entitled to vote at an election of directors.

ARTICLE IV

NOTICES

Section 1.              Whenever, under the provisions of the statutes or of the certificate of incorporation or of these by-laws, notice is required to be given to any director or stockholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, addressed to such director or stockholder, at his address as it appears on the records of the corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the

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time when the same shall be deposited in the United States mail. Notice to directors may also be given by telegram.

Section 2.              Whenever any notice is required to be given under the provisions of the statutes or of the certificate of incorporation or of these by-laws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

ARTICLE V

OFFICERS

Section 1.              The officers of the corporation shall be chosen by the board of directors and shall be a president, a vice president, a secretary and a treasurer. The board of directors may also choose additional vice presidents, and one or more assistant secretaries and assistant treasurers, Any number of offices may be held by the same person, unless the certificate of incorporation or these by-laws other- wise provide.

Section 2.              The board of directors at its first meeting after each annual meeting of stockholders shall choose a president, one or more vice presidents, a secretary and a treasurer.

Section 3.              The board of directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the board.

Section 4.              The salaries of all officers and agents of the corporation shall be fixed by the board of directors.

Section 5.              The officers of the corporation shall hold office until their successors are chosen and qualify. Any officer elected or appointed by the board of directors may be removed at any time by the affirmative vote of a majority of the board of directors.

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Any vacancy occurring in any office of the corporation shall be filled by the board of directors.

THE PRESIDENT

Section 6.              The president shall be the chief executive officer of the corporation, shall preside at all meetings of the stockholders and the board of directors, shall have general and active management of the business of the corporation and shall see that all orders and resolutions of the board of directors are carried into effect.

Section 7.              He shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the board of directors to some other officer or agent of the corporation.

THE VICE PRESIDENTS

Section 8.              In the absence of the president or in the event of his inability or refusal to act, the vice president (or in the event there be more than one vice president, the vice presidents in the order designated by the directors, or in the absence of any designation, then in the order of their election) shall perform the duties of the president, and when so acting, shall have all the powers of and be subject to all the restrictions upon the president. The vice president shall per-form such other duties and have such other powers as the board of directors may from time to time prescribe.

THE SECRETARY AND ASSISTANT SECRETARY

Section 9.              The secretary shall attend all meetings of the board of directors and all meetings of the stockholders and record all the proceedings of the meetings of the corporation and of the board of directors in a book to be kept for that purpose and shall perform like duties

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for the standing committees when required. He shall give, or cause to be given notice of all meetings of the stockholders and special meetings of the board of directors, and shall perform such other duties as may be prescribed by the board of directors or president, under whose supervision he shall be. He shall have custody of the corporate seal of the corporation and he, or an assistant secretary, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by his signature or by the signature of such assistant secretary. The board of directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by his signature.

Section 10.            The assistant secretary, or if there be more than one, the assistant secretaries in the order determined by the board of directors (or if there be no such determination, then in the order of their election) shall, in the absence of the secretary or in the event of his inability or refusal to act, perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

THE TREASURER AND ASSISTANT TREASURERS

Section 11.            The treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the board of directors.

Section 12.            He shall disburse the funds of the corporation as may be ordered by the board of directors, taking proper vouchers for such disbursements, and shall render to the president and the board of directors, at its regular meetings, or when the board of directors so

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requires, an account of all his transactions as treasurer and of the financial condition of the corporation.

Section 13.            If required by the board of directors, he shall give the corporation a bond (which shall be renewed every six years) in such sum and with such surety or sureties as shall be satisfactory to the board of directors for the faithful performance of the duties of his office and for the restoration to the corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the corporation.

Section 14.            The assistant treasurer, or if there shall be more than one, the assistant treasurers in the order determined by the board of directors (or if there be no such determination, then in the order of their election), shall, in the absence of the treasurer or in the event of his inability or refusal to act, perform the duties and exercise the powers of the treasurer and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

ARTICLE VI

CERTIFICATE OF STOCK

Section 1.              Every holder of stock in the corporation shall be entitled to have a certificate, signed by, or in the name of the corporation by, the chairman or vice chairman of the board of directors, or the president or a vice president and the treasurer or an assistant treasurer, or the secretary or an assistant secretary of the corporation, certifying the number of shares owned by him in the corporation.

Section 2.              Any or all of the signatures on the certificate may be facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed

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upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued it may be issued by the corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue.

LOST CERTIFICATES

Section 3.              The board of directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of the fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates, the board of directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require and/or to give the corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost, stolen or destroyed.

TRANSFER OF STOCK

Section 4.              Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignation or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books.

FIXING RECORD DATE

Section 5.              In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express

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consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the board of directors may fix, in advance, a record date, which shall not be more than sixty nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the board of directors may fix a new record date for the adjourned meeting.

REGISTERED STOCKHOLDERS

Section 6.              The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.

ARTICLE VII

GENERAL PROVISIONS

DIVIDENDS

Section 1.              Dividends upon the capital stock of the corporation, subject to the provisions of the certificate of incorporation, if any, may be declared by the board of directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the certificate of incorporation.

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Section 2.              Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the directors shall think conducive to the interest of the corporation, and the directors may modify or abolish any such reserve in the manner in which it was created.

ANNUAL STATEMENT

Section 3.              The board of directors shall present at each annual meeting, and at any special meeting of the stockholders when called for by vote of the stockholders, a full and clear statement of the business and condition of the corporation.

CHECKS

Section 4.              All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons as the board of directors may from time to time designate.

FISCAL YEAR

Section 5.              The fiscal year of the corporation shall be fixed by resolution of the board of directors.

SEAL

Section 6.              The corporate seal shall have inscribed thereon the name of the corporation, the year of its organization and the words “Corporate Seal, Delaware.” The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

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INDEMNIFICATION

Section 7.              The corporation shall indemnify its officers. directors, employees and agents to the extent permitted by the General Corporation Law of Delaware.

ARTICLE VIII

AMENDMENTS

Section 1.              These by-laws may be altered, amended or repealed or new by-laws may be adopted by the stockholders or by the board of directors, when such power is conferred upon the board of directors by the certificate of incorporation, at any regular meeting of the stockholders or of the board of directors, or at any special meeting of the stockholders or of the board of directors if notice of such alteration, amendment, repeal or adoption of new by-laws be contained in the notice of such special meeting. If the power to adopt, amend or repeal by-laws is conferred upon the board of directors by the certificate of incorporation, it shall not divest or limit the power of the stockholders to adopt, amend or repeal bylaws

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EX-3.56

Exhibit 3.56

CERTIFICATE OF INCORPORATION

OF

HTS-LOAN SERVICING, INC.

The undersigned, for the purposes hereinafter stated, under and pursuant to the provisions of the General Corporation Law of Delaware, does hereby certify as follows:

FIRST:  The name of the Corporation is:

HTS-LOAN SERVICING, INC.

SECOND:  The Registered Office of the Corporation is to be located at 1013 Centre Road, in the City of Wilmington, in the County of New Castle, in the Stale of Delaware.  The name of its Registered Agent at that address is Corporation Service Company.

THIRD:  The purpose of the Corporation is to engage in any lawful act or activity for which Corporations may be organized under the General Corporation Law of Delaware.

FOURTH:  The total number of shares which the Corporation shall have authority to issue is one hundred (100), all of which are classified as common stock without par value.

FIFTH:  The original by-laws of the Corporation may be adopted by the sole incorporator named herein, or by the initial directors of the Corporation.  Thereafter, in furtherance and not in limitation of the powers conferred by the laws of the State of Delaware, the Board of Directors and/or the stockholders of the Corporation are expressly empowered to make, alter, amend or repeal by-laws in the manner to be determined by the terms of the by-laws of the Corporation then in existence.

SIXTH:  The name and mailing address of the sole incorporator is Charmaine Kabza, c/o Hyatt Corporation, 200 W. Madison, Chicago, Illinois 60606.

SEVENTH:  The Corporation shall have perpetual existence.

EIGHTH:  The Corporation shall, to the full extent permitted by Section 145 of the Delaware General Corporation Law, as amended from time to time, indemnify all persons whom it may indemnify pursuant thereto.

NINTH: The personal liability of the directors of the Corporation is hereby eliminated to the fullest extent permitted by Paragraph (7) of Subsection (b) of Section 102 of the General Corporation Law of the State of Delaware, as the same may he amended and supplemented.

IN WITNESS WHEREOF, the undersigned does make this Certificate hereby declaring and certifying that the facts herein stated are true and accordingly, has hereunto set her hand and seal this 27th day of January, 1998.

/s/ Charmaine Kabza

Charmaine Kabza

Sole Incorporator

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EX-3.57

Exhibit 3.57

HTS-LOAN SERVICING, INC.

BY-LAWS

ARTICLE I

OFFICES

Section 1.              The registered office shall be in the City of Wilmington, County of New Castle, State of Delaware.

Section 2.              The corporation may also have offices at such other places both within and without the State of Delaware as the board of directors may from time to time determine or the business of the corporation may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

Section 1.              All meetings of the stockholders for the election of directors shall be held in the City of Chicago, State of Illinois, at such place as may be fixed from time to time by the board of directors, or at such other place either within or without the State of Delaware as shall be designated from time to time by the board of directors and stated in the notice of the meeting. Meetings of stockholders for any other purpose may be held at such time and place, within or without the State of Delaware, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

Section 2.              Annual meetings of stockholders, commencing with the year 1998, shall be held on the first Monday of June if not a legal holiday, and if a legal holiday, then on the next secular day following, at 10:00 A. M., or at such other date and time as shall be designated from time to time by the board of directors and stated in the notice of the meeting, at which they shall

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elect by a plurality vote a board of directors, and transact such other business as may properly be brought before the meeting.

Section 3.              Written notice of the annual meeting stating the place, date and hour of the meeting shall be given to each stockholder entitled to vote at such meeting not less than ten nor more than sixty days before the date of the meeting.

Section 4.              The officer who has charge of the stock ledger of the corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days, prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

Section 5.              Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute or by the certificate of incorporation, may be called by the president and shall be called by the president or secretary at the request in writing of a majority of the board of directors, or at the request in writing of stockholders owning a majority in amount of the entire capital stock of the corporation issued and outstanding and entitled to vote. Such request shall state the purpose or purposes of the proposed meeting.

Section 6.              Written notice of a special meeting stating the place, date and hour of the meeting and the purpose or purposes for which the meeting is called, shall be given not less than

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ten nor more than sixty days before the date of the meeting, to each stockholder entitled to vote at such meeting.

Section 7.              Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.

Section 8.              The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the certificate of incorporation. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

Section 9.              When a quorum is present at any meeting, the vote of the holders of a majority of the stock having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which by express provision of the statutes or of the certificate of incorporation, a different vote is required, in which case such express provision shall govern and control the decision of such question.

Section 10.            Unless otherwise provided in the certificate of incorporation, each stockholder shall at every meeting of the stockholders be entitled to one vote in person or by proxy

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for each share of the capital stock having voting power held by such stockholder, but no proxy shall be voted on after three years from its date, unless the proxy provides for a longer period.

Section 11.            Unless otherwise provided in the certificate of incorporation, any action required to be taken at any annual or special meeting of stockholders of the corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

ARTICLE III

DIRECTORS

Section 1.              The number of directors which shall constitute the whole board shall be not less than two (2). The directors shall be elected at the annual meeting of the stockholders, except as provided in Section 2 of this Article, and each director elected shall hold office until his/her successor is elected and qualified. Directors need not be stockholders.

Section 2.              Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, though less than a quorum, or by a sole remaining director, and the directors so chosen shall hold office until the next annual election and until their successors are duly elected and shall qualify, unless sooner displaced. If there are no directors in office, then an election of directors may be held in the manner provided by statute. If, at the time of filling any vacancy or any newly created

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directorship, the directors then in office shall constitute less than a majority of the whole board (as constituted immediately prior to any such increase), the Court of Chancery may, upon application of any stockholder or stockholders holding at least ten percent of the total number of the shares at the time outstanding having the right to vote for such directors, summarily order an election to be held to fill any such vacancies or newly created directorships, or to replace the directors chosen by the directors then in office.

Section 3.              The business of the corporation shall be managed by or under the direction of its board of directors, which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the certificate of incorporation or by these by-laws directed or required to be exercised or done by the stockholders.

MEETINGS OF THE BOARD OF DIRECTORS

Section 4.              The board of directors of the corporation may hold meetings, both regular and special, either within or without the State of Delaware.

Section 5.              The first meeting of each newly elected board of directors shall be held at such time and place as shall be fixed by the vote of the stockholders at the annual meeting and no notice of such meeting shall be necessary to the newly elected directors in order legally to constitute the meeting, provided a quorum shall be present. In the event of the failure of the stockholders to fix the time or place of such first meeting of the newly elected board of directors, or in the event such meeting is not held at the time and place so fixed by the stockholders, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the board of directors, or as shall be specified in a written waiver signed by all of the directors.

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Section 6.              Regular meetings of the board of directors may be held without notice at such time and at such places as shall from time to time be determined by the board.

Section 7.              Special meetings of the board may be called by the president without notice to each director; special meetings shall be called by the president or secretary in like manner and on like notice on the written request of two directors unless the board consists of only one director; in which case special meetings shall be called by the president or secretary in like manner and on like notice on the written request of the sole director. Except as herein otherwise provided, and except as otherwise provided by the General Corporation Law of Delaware, the vote of the majority of the directors present at a meeting at which a quorum is present shall be the act of the board.

Section 8.              At all meetings of the board a majority of the directors shall constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the board of directors, except as may be otherwise specifically provided by statute or by the certificate of incorporation. If a quorum shall not be present at any meeting of the board of directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

Section 9.              Unless otherwise restricted by the certificate of incorporation or these by-laws, any action required or permitted to be taken at any meeting of the board of directors or of any committee thereof may be taken without a meeting, if all members of the board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the board or committee.

Section 10.            Unless otherwise restricted by the certificate of incorporation or these by-laws, members of the board of directors, or any committee designated by the board of directors,

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may participate in a meeting of the board of directors, or any committee, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.

COMMITTEES OF DIRECTORS

Section 11.            The board of directors may designate one or more committees, each committee to consist of one or more of the directors of the corporation. The board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee.

In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he/she or they constitute a quorum, may unanimously appoint another member of the board of directors to act at the meeting in the place of any such absent or disqualified member.

Any such committee, to the extent provided in the resolution of the board of directors, shall have and may exercise all the powers and authority of the board of directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to amending the certificate of incorporation, adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange or all of substantially all of the corporation’s property and assets, recommending to the stockholders a dissolution of the corporation or a revocation of a dissolution, or amending the by-laws of the corporation; and, unless the resolution or the certificate of incorporation expressly so provide, no such committee shall have the power or authority to declare a dividend or to authorize the issuance

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of stock. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the board of directors.

Section 12.            Each committee shall keep regular minutes of its meetings and report the same to the board of directors when required.

COMPENSATION OF DIRECTORS

Section 13.            Unless otherwise restricted by the certificate of incorporation or these by-laws, the board of directors shall have the authority to fix the compensation of directors. The directors may be paid their expenses, if any, of attendance at each meeting of the board of directors and may be paid a fixed sum for attendance at each meeting of the board of directors or a stated salary as director. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.

REMOVAL OF DIRECTORS

Section 14.            Unless otherwise restricted by the certificate of incorporation or these by-laws, any director or the entire board of directors may be removed, with or without cause, by the holders of a majority of shares entitled to vote at an election of directors.

ARTICLE IV

NOTICES

Section 1.              Whenever, under the provisions of the statutes or of the certificate of incorporation or of these by-laws, notice is required to be given to any director or stockholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, addressed to such director or stockholder, at his/her address as it appears on the records of the corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time

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when the same shall be deposited in the United States mail. Notice to directors may also be given by telegram.

Section 2.              Whenever any notice is required to be given under the provisions of the statutes or of the certificate of incorporation or of these by-laws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

ARTICLE V

OFFICERS

Section 1.              The officers of the corporation shall be chosen by the board of directors and shall be a president, a vice president, a secretary and a treasurer. The board of directors may also choose additional vice presidents, and one or more assistant secretaries and assistant treasurers. Any number of offices may be held by the same person, unless the certificate of incorporation or these by-laws otherwise provide.

Section 2.              The board of directors at its first meeting after each annual meeting of stockholders shall choose a president, one or more vice presidents, a secretary and a treasurer.

Section 3.              The board of directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the board.

Section 4.              The salaries of all officers and agents of the corporation shall be fixed by the board of directors.

Section 5.              The officers of the corporation shall hold office until their successors are chosen and qualify. Any officer elected or appointed by the board of directors may be removed at any time by the affirmative vote of a majority of the board of directors.

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Any vacancy occurring in any office of the corporation shall be filled by the board of directors.

THE PRESIDENT

Section 6.              The president shall be the chief executive officer of the corporation, shall preside at all meetings of the stockholders and the board of directors, shall have general and active management of the business of the corporation and shall see that all orders and resolutions of the board of directors are carried into effect.

Section 7.              He/She shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the board of directors to some other officer or agent of the corporation.

THE VICE PRESIDENTS

Section 8.              In the absence of the president or in the event of his/her inability or refusal to act, the vice president (or in the event there be more than one vice president, the vice presidents in the order designated by the directors, or in the absence of any designation, then in the order of their election) shall perform the duties of the president, and when so acting, shall have all the powers of and be subject to all the restrictions upon the president. The vice president shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

THE SECRETARY AND ASSISTANT SECRETARY

Section 9.              The secretary shall attend all meetings of the board of directors and all meetings of the stockholders and record all the proceedings of the meetings of the corporation and of the board of directors in a book to be kept for that purpose and shall perform like duties for the

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standing committees when required. He/She shall give, or cause to be given notice of all meetings of the stockholders and special meetings of the board of directors, and shall perform such other duties as may be prescribed by the board of directors or president, under whose supervision he/she shall be. He/She shall have custody of the corporate seal of the corporation and he/she, or an assistant secretary, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by his/her signature or by the signature of such assistant secretary. The board of directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by his/her signature.

Section 10.            The assistant secretary, or if there be more than one, the assistant secretaries in the order determined by the board of directors (or if there be no such determination, then in the order of their election) shall, in the absence of the secretary or in the event of his/her inability or refusal to act, perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

THE TREASURER AND ASSISTANT TREASURERS

Section 11.            The treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the board of directors.

Section 12.            He/She shall disburse the funds of the corporation as may be ordered by the board of directors, taking proper vouchers for such disbursements, and shall render to the president and the board of directors, at its regular meetings, or when the board of directors so requires, an account of all his/her transactions as treasurer and of the financial condition of the corporation.

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Section 13.            If required by the board of directors, he/she shall give the corporation a bond (which shall be renewed every six years) in such sum and with such surety or sureties as shall be satisfactory to the board of directors for the faithful performance of the duties of his/her office and for the restoration to the corporation, in case of his/her death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his/her possession or under his/her control belonging to the corporation.

Section 14.            The assistant treasurer, or if there shall be more than one, the assistant treasurers in the order determined by the board of directors (or if there be no such determination, then in the order of their election), shall, in the absence of the treasurer or in the event of his/her inability or refusal to act, perform the duties and exercise the powers of the treasurer and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

ARTICLE VI

CERTIFICATE OF STOCK

Section 1.              Every holder of stock in the corporation shall be entitled to have a certificate, signed by, or in the name of the corporation by, the chairman or vice chairman of the board of directors, or the president or a vice president and the treasurer or an assistant treasurer, or the secretary or an assistant secretary of the corporation, certifying the number of shares owned by him/her in the corporation.

Section 2.              Any or all of the signatures on the certificate may be facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such

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certificate is issued it may be issued by the corporation with the same effect as if he/she were such officer, transfer agent or registrar at the date of issue.

LOST CERTIFICATES

Section 3.              The board of directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of the fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates, the board of directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his/her legal representative, to advertise the same in such manner as it shall require and/or to give the corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost, stolen or destroyed.

TRANSFER OF STOCK

Section 4.              Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignation or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books.

FIXING RECORD DATE

Section 5.              In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect

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of any change, conversion or exchange of stock or for the purpose of any other lawful action, the board of directors may fix, in advance, a record date, which shall not be more than sixty nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the board of directors may fix a new record date for the adjourned meeting.

REGISTERED STOCKHOLDERS

Section 6.              The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.

ARTICLE VII

GENERAL PROVISIONS

DIVIDENDS

Section 1.              Dividends upon the capital stock of the corporation, subject to the provisions of the certificate of incorporation, if any, may be declared by the board of directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the certificate of incorporation.

Section 2.              Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for

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equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the directors shall think conducive to the interest of the corporation, and the directors may modify or abolish any such reserve in the manner in which it was created.

ANNUAL STATEMENT

Section 3.              The board of directors shall present at each annual meeting, and at any special meeting of the stockholders when called for by vote of the stockholders, a full and clear statement of the business and condition of the corporation.

CHECKS

Section 4.              All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons as the board of directors may from time to time designate.

FISCAL YEAR

Section 5.              The fiscal year of the corporation shall be fixed by resolution of the board of directors.

SEAL

Section 6.              The corporate seal shall have inscribed thereon the name of the corporation, the year of its organization and the words “Corporate Seal, Delaware.” The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

INDEMNIFICATION

Section 7.              The corporation shall indemnify its officers, directors, employees and agents to the extent permitted by the General Corporation Law of Delaware.

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ARTICLE VIII

AMENDMENTS

Section 1.              These by-laws may be altered, amended or repealed or new by-laws may be adopted by the stockholders or by the board of directors, when such power is conferred upon the board of directors by the certificate of incorporation, at any regular meeting of the stockholders or of the board of directors, or at any special meeting of the stockholders or of the board of directors if notice of such alteration, amendment, repeal or adoption of new by-laws be contained in the notice of such special meeting. If the power to adopt, amend or repeal by-laws is conferred upon the board of directors by the certificate of incorporation, it shall not divest or limit the power of the stockholders to adopt, amend or repeal bylaws.

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EX-3.58

Exhibit 3.58

CERTIFICATE OF INCORPORATION

OF

HTS-MAIN STREET STATION, INC.

The undersigned, for the purposes hereinafter stated, under and pursuant to the provisions of the General Corporation Law of Delaware, does hereby certify as follows:

FIRST:  The name of the Corporation is:

HTS-MAIN STREET STATION, INC.

SECOND:  The Registered Office of the Corporation is to be located at 1013 Centre Road, in the City of Wilmington, in the County of New Castle, in the State of Delaware, The name of its Registered Agent at that address is Corporation Service Company.

THIRD:  The purpose of the Corporation is to engage in any lawful act or activity for which Corporations may be organized under the General Corporation Law of Delaware.

FOURTH:  The total number of shares which the Corporation shall have authority to issue is one hundred (100), all of which are classified as common stock without par value.

FIFTH:  The original by-laws of the Corporation may be adopted by the sole incorporator named herein, or by the initial directors of the Corporation. Thereafter, in furtherance and not in limitation of the powers conferred by the laws of the State of Delaware, the Board of Directors and/or the stockholders of the Corporation are expressly empowered to make, alter, amend or repeal by-laws in the manner to be determined by the terms of the by-laws of the Corporation then in existence.

SIXTH:  The name and mailing address of the sole incorporator is Charmaine Kabza, c/o Hyatt Corporation, 200 W. Madison, Chicago, Illinois 60606.

SEVENTH:  The Corporation shall have perpetual existence.

EIGHTH:  The Corporation shall, to the full extent permitted by Section 145 of the Delaware General Corporation Law, as amended from time to time, indemnify all persons whom it may indemnify pursuant thereto.

NINTH:  The personal liability of the directors of the Corporation is hereby eliminated to the fullest extent permitted by Paragraph (7) of Subsection (b) of Section 102 of the General Corporation Law of the State of Delaware, as the same may be amended and supplemented.

IN WITNESS WHEREOF, the undersigned does make this Certificate hereby declaring and certifying that the facts herein stated are true and accordingly, has hereunto set her hand and seal this 24th day of February, 2000.

/s/ Charmaine Kabza

Charmaine Kabza

Sole Incorporator

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EX-3.59

Exhibit 3.59

HTS-MAIN STREET STATION, INC.

BY-LAWS

ARTICLE I

OFFICES

Section 1.              The registered office shall be in the City of Wilmington, County of New Castle, State of Delaware.

Section 2.              The corporation may also have offices at such other places both within and without the State of Delaware as the board of directors may from time to time determine or the business of the corporation may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

Section 1.              All meetings of the stockholders for the election of directors shall be held in the City of Chicago, State of Illinois, at such place as may be fixed from time to time by the board of directors, or at such other place either within or without the State of Delaware as shall be designated from time to time by the board of directors and stated in the notice of the meeting. Meetings of stockholders for any other purpose may be held at such time and place, within or without the State of Delaware, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

Section 2.              Annual meetings of stockholders, commencing with the year 2000, shall be held on the first Monday of June if not a legal holiday, and if a legal holiday, then on the next secular day following, at 10:00 A. M., or at such other date and time as shall be designated from time to time by the board of directors and stated in the notice of the meeting, at which they shall

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elect by a plurality vote a board of directors, and transact such other business as may properly be brought before the meeting.

Section 3.              Written notice of the annual meeting stating the place, date and hour of the meeting shall be given to each stockholder entitled to vote at such meeting not less than ten nor more than sixty days before the date of the meeting.

Section 4.              The officer who has charge of the stock ledger of the corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

Section 5.              Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute or by the certificate of incorporation, may be called by the president and shall be called by the president or secretary at the request in writing of a majority of the board of directors, or at the request in writing of stockholders owning a majority in amount of the entire capital stock of the corporation issued and outstanding and entitled to vote. Such request shall state the purpose or purposes of the proposed meeting.

Section 6.              Written notice of a special meeting stating the place, date and hour of the meeting and the purpose or purposes for which the meeting is called, shall be given not less than

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ten nor more than sixty days before the date of the meeting, to each stockholder entitled to vote at such meeting.

Section 7.              Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.

Section 8.              The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the certificate of incorporation. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

Section 9.              When a quorum is present at any meeting, the vote of the holders of a majority of the stock having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which by express provision of the statutes or of the certificate of incorporation, a different vote is required, in which case such express provision shall govern and control the decision of such question.

Section 10.            Unless otherwise provided in the certificate of incorporation, each stockholder shall at every meeting of the stockholders be entitled to one vote in person or by proxy

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for each share of the capital stock having voting power held by such stockholder, but no proxy shall be voted on after three years from its date, unless the proxy provides for a longer period.

Section 11.            Unless otherwise provided in the certificate of incorporation, any action required to be taken at any annual or special meeting of stockholders of the corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

ARTICLE III

DIRECTORS

Section 1.              The number of directors which shall constitute the whole board shall be not less than two (2). The directors shall be elected at the annual meeting of the stockholders, except as provided in Section 2 of this Article, and each director elected shall hold office until his/her successor is elected and qualified. Directors need not be stockholders.

Section 2.              Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, though less than a quorum, or by a sole remaining director, and the directors so chosen shall hold office until the next annual election and until their successors are duly elected and shall qualify, unless sooner displaced. If there are no directors in office, then an election of directors may be held in the manner provided by statute. If, at the time of filling any vacancy or any newly created

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directorship, the directors then in office shall constitute less than a majority of the whole board (as constituted immediately prior to any such increase), the Court of Chancery may, upon application of any stockholder or stockholders holding at least ten percent of the total number of the shares at the time outstanding having the right to vote for such directors, summarily order an election to be held to fill any such vacancies or newly created directorships, or to replace the directors chosen by the directors then in office.

Section 3.              The business of the corporation shall be managed by or under the direction of its board of directors, which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the certificate of incorporation or by these by-laws directed or required to be exercised or done by the stockholders.

MEETINGS OF THE BOARD OF DIRECTORS

Section 4.              The board of directors of the corporation may hold meetings, both regular and special, either within or without the State of Delaware.

Section 5.              The first meeting of each newly elected board of directors shall be held at such time and place as shall be fixed by the vote of the stockholders at the annual meeting and no notice of such meeting shall be necessary to the newly elected directors in order legally to constitute the meeting, provided a quorum shall be present. In the event of the failure of the stockholders to fix the time or place of such first meeting of the newly elected board of directors, or in the event such meeting is not held at the time and place so fixed by the stockholders, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the board of directors, or as shall be specified in a written waiver signed by all of the directors.

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Section 6.              Regular meetings of the board of directors may be held without notice at such time and at such places as shall from time to time be determined by the board.

Section 7.              Special meetings of the board may be called by the president without notice to each director; special meetings shall be called by the president or secretary in like manner and on like notice on the written request of two directors unless the board consists of only one director; in which case special meetings shall be called by the president or secretary in like manner and on like notice on the written request of the sole director. Except as herein otherwise provided, and except as otherwise provided by the General Corporation Law of Delaware, the vote of the majority of the directors present at a meeting at which a quorum is present shall be the act of the board.

Section 8.              At all meetings of the board a majority of the directors shall constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the board of directors, except as may be otherwise specifically provided by statute or by the certificate of incorporation. If a quorum shall not be present at any meeting of the board of directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

Section 9.              Unless otherwise restricted by the certificate of incorporation or these by-laws, any action required or permitted to be taken at any meeting of the board of directors or of any committee thereof may be taken without a meeting, if all members of the board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the board or committee.

Section 10.            Unless otherwise restricted by the certificate of incorporation or these by-laws, members of the board of directors, or any committee designated by the board of directors,

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may participate in a meeting of the board of directors, or any committee, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.

COMMITTEES OF DIRECTORS

Section 11.            The board of directors may designate one or more committees, each committee to consist of one or more of the directors of the corporation. The board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee.

In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he/she or they constitute a quorum, may unanimously appoint another member of the board of directors to act at the meeting in the place of any such absent or disqualified member.

Any such committee, to the extent provided in the resolution of the board of directors, shall have and may exercise all the powers and authority of the board of directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to amending the certificate of incorporation, adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange or all of substantially all of the corporation’s property and assets, recommending to the stockholders a dissolution of the corporation or a revocation of a dissolution, or amending the by-laws of the corporation; and, unless the resolution or the certificate of incorporation expressly so provide, no such committee shall have the power or authority to declare a dividend or to authorize the issuance

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of stock. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the board of directors.

Section 12.            Each committee shall keep regular minutes of its meetings and report the same to the board of directors when required.

COMPENSATION OF DIRECTORS

Section 13.            Unless otherwise restricted by the certificate of incorporation or these by-laws, the board of directors shall have the authority to fix the compensation of directors. The directors may be paid their expenses, if any, of attendance at each meeting of the board of directors and may be paid a fixed sum for attendance at each meeting of the board of directors or a stated salary as director. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.

REMOVAL OF DIRECTORS

Section 14.            Unless otherwise restricted by the certificate of incorporation or these by-laws, any director or the entire board of directors may be removed, with or without cause, by the holders of a majority of shares entitled to vote at an election of directors.

ARTICLE IV

NOTICES

Section 1.              Whenever, under the provisions of the statutes or of the certificate of incorporation or of these by-laws, notice is required to be given to any director or stockholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, addressed to such director or stockholder, at his/her address as it appears on the records of the corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time

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when the same shall be deposited in the United States mail. Notice to directors may also be given by telegram.

Section 2.              Whenever any notice is required to be given under the provisions of the statutes or of the certificate of incorporation or of these by-laws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

ARTICLE V

OFFICERS

Section 1.              The officers of the corporation shall be chosen by the board of directors and shall be a president, a vice president, a secretary and a treasurer. The board of directors may also choose additional vice presidents, and one or more assistant secretaries and assistant treasurers. Any number of offices may be held by the same person, unless the certificate of incorporation or these by-laws otherwise provide.

Section 2.              The board of directors at its first meeting after each annual meeting of stockholders shall choose a president, one or more vice presidents, a secretary and a treasurer.

Section 3.              The board of directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the board.

Section 4.              The salaries of all officers and agents of the corporation shall be fixed by the board of directors.

Section 5.              The officers of the corporation shall hold office until their successors are chosen and qualify. Any officer elected or appointed by the board of directors may be removed at any time by the affirmative vote of a majority of the board of directors.

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Any vacancy occurring in any office of the corporation shall be filled by the board of directors.

THE PRESIDENT

Section 6.              The president shall be the chief executive officer of the corporation, shall preside at all meetings of the stockholders and the board of directors, shall have general and active management of the business of the corporation and shall see that all orders and resolutions of the board of directors are carried into effect.

Section 7.              He/She shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the board of directors to some other officer or agent of the corporation.

THE VICE PRESIDENTS

Section 8.              In the absence of the president or in the event of his/her inability or refusal to act, the vice president (or in the event there be more than one vice president, the vice presidents in the order designated by the directors, or in the absence of any designation, then in the order of their election) shall perform the duties of the president, and when so acting, shall have all the powers of and be subject to all the restrictions upon the president. The vice president shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

THE SECRETARY AND ASSISTANT SECRETARY

Section 9.              The secretary shall attend all meetings of the board of directors and all meetings of the stockholders and record all the proceedings of the meetings of the corporation and of the board of directors in a book to be kept for that purpose and shall perform like duties for the

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standing committees when required. He/She shall give, or cause to be given notice of all meetings of the stockholders and special meetings of the board of directors, and shall perform such other duties as may be prescribed by the board of directors or president, under whose supervision he/she shall be. He/She shall have custody of the corporate seal of the corporation and he/she, or an assistant secretary, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by his/her signature or by the signature of such assistant secretary. The board of directors may give general authority to any other officer to affix the seal of the corporation and ‘to attest the affixing by his/her signature.

Section 10.            The assistant secretary, or if there be more than one, the assistant secretaries in the order determined by the board of directors (or if there be no such determination, then in the order of their election) shall, in the absence of the secretary or in the event of his/her inability or refusal to act, perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

THE TREASURER AND ASSISTANT TREASURERS

Section 11.            The treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the board of directors.

Section 12.            He/She shall disburse the funds of the corporation as may be ordered by the board of directors, taking proper vouchers for such disbursements, and shall render to the president and the board of directors, at its regular meetings, or when the board of directors so requires, an account of all his/her transactions as treasurer and of the financial condition of the corporation.

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Section 13.            If required by the board of directors, he/she shall give the corporation a bond (which shall be renewed every six years) in such sum and with such surety or sureties as shall be satisfactory to the board of directors for the faithful performance of the duties of his/her office and for the restoration to the corporation, in case of his/her death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his/her possession or under his/her control belonging to the corporation.

Section 14.            The assistant treasurer, or if there shall be more than one, the assistant treasurers in the order determined by the board of directors (or if there be no such determination, then in the order of their election), shall, in the absence of the treasurer or in the event of his/her inability or refusal to act, perform the duties and exercise the powers of the treasurer and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

ARTICLE VI

CERTIFICATE OF STOCK

Section 1.              Every holder of stock in the corporation shall be entitled to have a certificate, signed by, or in the name of the corporation by, the chairman or vice chairman of the board of directors, or the president or a vice president and the treasurer or an assistant treasurer, or the secretary or an assistant secretary of the corporation, certifying the number of shares owned by him/her in the corporation.

Section 2.              Any or all of the signatures on the certificate may be facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such

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certificate is issued it may be issued by the corporation with the same effect as if he/she were such officer, transfer agent or registrar at the date of issue.

LOST CERTIFICATES

Section 3.              The board of directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of the fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates, the board of directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his/her legal representative, to advertise the same in such manner as it shall require and/or to give the corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost, stolen or destroyed.

TRANSFER OF STOCK

Section 4.              Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignation or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books.

FIXING RECORD DATE

Section 5.              In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect

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of any change, conversion or exchange of stock or for the purpose of any other lawful action, the board of directors may fix, in advance, a record date, which shall not be more than sixty nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the board of directors may fix a new record date for the adjourned meeting.

REGISTERED STOCKHOLDERS

Section 6.              The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.

ARTICLE VII

GENERAL PROVISIONS

DIVIDENDS

Section 1.              Dividends upon the capital stock of the corporation, subject to the provisions of the certificate of incorporation, if any, may be declared by the board of directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the certificate of incorporation.

Section 2.              Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for

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equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the directors shall think conducive to the interest of the corporation, and the directors may modify or abolish any such reserve in the manner in which it was created.

ANNUAL STATEMENT

Section 3.              The board of directors shall present at each annual meeting, and at any special meeting of the stockholders when called for by vote of the stockholders, a full and clear statement of the business and condition of the corporation.

CHECKS

Section 4.              All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons as the board of directors may from time to time designate.

FISCAL YEAR

Section 5.              The fiscal year of the corporation shall be fixed by resolution of the board of directors.

SEAL

Section 6.              The corporation, at its option, may choose to have a corporate seal.

INDEMNIFICATION

Section 7.              The corporation shall indemnify its officers, directors, employees and agents to the extent permitted by the General Corporation Law of Delaware.

ARTICLE VIII

AMENDMENTS

Section 1.              These by-laws may be altered, amended or repealed or new by-laws may be adopted by the stockholders or by the board of directors, when such power is conferred upon the

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board of directors by the certificate of incorporation, at any regular meeting of the stockholders or of the board of directors, or at any special meeting of the stockholders or of the board of directors if notice of such alteration, amendment, repeal or adoption of new by-laws be contained in the notice of such special meeting. If the power to adopt, amend or repeal by-laws is conferred upon the board of directors by the certificate of incorporation, it shall not divest or limit the power of the stockholders to adopt, amend or repeal bylaws.

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EX-3.60

Exhibit 3.60

CERTIFICATE OF FORMATION

OF

HTS-MAUI, L.L.C.

The undersigned, an authorized natural person, for the purpose of forming a limited liability company, under the provisions and subject to the requirements of the State of Delaware (particularly Chapter 18, Title 6, of the Delaware Code and the acts amendatory thereof and supplemental thereof, and known, identified, and referred to as the “Delaware Limited Liability Act”), hereby certifies that:

FIRST:  The name of the limited liability company is HTS-Maui, L.L.C. (the “Company”).

SECOND:  The address of the Company’s registered office in the State of Delaware is 2711 Centerville Road, Suite 400, in the City of Wilmington, County of New Castle, Delaware 19808.  The name of the Company’s registered agent at such address is Corporation Service Company.

IN WITNESS WHEREOF, the undersigned, an authorized person of the Company, has caused this Certificate of Formation to be duly executed as of the 21st day of June, 2012.

HTS-MAUI, L.L.C.
By:	/s/ Heidi M. Belz
	Heidi M. Belz
	Authorized Person

EX-3.61

Exhibit 3.61

LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF
HTS-MAUI, L.L.C.

THIS LIMITED LIABILITY COMPANY OPERATING AGREEMENT (this “Agreement”) of HTS-Maui, L.L.C., a Delaware limited liability company (the “Company”), dated June 21, 2012, by and between the Company and Hyatt Corporation, a Delaware corporation (“Member”), as the sole member of the Company.

W I T N E S S E T H:

WHEREAS, the Company was formed pursuant to Section 18-201 of the Delaware Limited Liability Company Act, as amended (the “LLC Act”) on June 21, 2012 (the “Formation”); and

WHEREAS, the parties hereto now desire to memorialize in writing the operating: agreement of the Company upon the terms and conditions hereinafter set forth.

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged, the parties hereto, agree as follows;

ARTICLE I.
DEFINED TERMS; EXHIBITS, SCHEDULES, ETC.

1.1          Definitions. As used in this Agreement, the following terms shall have the meanings indicated below:

“Capital Contribution” means, with respect to each Member, the amount of money or property contributed to the Company or Partnership by such Member (or predecessor in interest) from time to time.

“Membership Interest” means a Member’s entire interest in the Company, which shall entitle the Member to (i) an interest in the profits, losses, distributable cash, and net proceeds of liquidation of the Company, as set forth herein; (ii) any right to vote as set forth herein or as required under the LLC Act; and (iii) any right to participate in the management of the Company as set forth herein or as required under the LLC Act. A Membership Interest is personal property and a Member shall have no interest in the specific assets or property of the Company.

“Membership Percentage” means, with respect to each Member, such Member’s percentage ownership interest in the Company set forth on Exhibit A attached hereto, as the same may be amended from time to time to reflect the relative Capital Contribution of each Member.

“Person” means any individual, corporation, general partnership, limited partnership, limited liability company, joint venture, trust, business trust, cooperative, association or other legal entity.

1.2          References. References to a “Exhibit” are, unless otherwise specified, to one of the exhibits attached to this Agreement, and references to an “Article” or a “Section” are, unless otherwise specified, to one of the articles or sections of this Agreement.

ARTICLE II.
ORGANIZATIONAL MATTERS

2.1          Formation of Company. Pursuant to the Articles of Organization, the Company has been formed as a limited liability company for the purposes and upon the terms and conditions hereinafter set forth. Except as provided herein, the rights, duties and liabilities of each Member shall be as provided in the LLC Act.

2.2          Name. The name of the Company is “HTS-Maui, L.L.C.” or such other name as may be selected from time to time by the Member.

2.3          Purpose. The purpose and business of the Company is to engage in any lawful business or activity permitted by the LLC Act.

2.4          Term. The term of the Company shall commence on the date hereof and shall continue perpetually unless earlier terminated pursuant to Section 9.1 hereof.

2.5          Principal Office. The location of the Company’s principal office is 71 South Wacker Drive, Chicago, Illinois 60606, or such other place as may be selected by the Member. The Company may conduct business at such additional places as the Member shall deem advisable.

2.6          Registered Agent and Registered Office. The statutory agent for service of process and the registered office of the Company in the State of Delaware shall be Corporation Service Company, 2711 Centerville Road, Suite 400, City of Wilmington, New Castle County, Delaware 19808, or such other statutory agent and registered office as the Member may determine from time to time.

2.7          Fiscal Year. The fiscal year of the Company shall commence on January 1 and end on December 31 of each year or such other date as the Member may select in its discretion from time to time.

ARTICLE III.
CAPITAL CONTRIBUTIONS; ETC.

3.1          Capital Contributions. The Member shall be deemed for purposes of this Agreement to have contributed to the capital of the Company the consideration set forth opposite the Member’s name on Exhibit A attached hereto. No Member shall be obligated to make any additional Capital Contributions to the Company.

3.2          Withdrawal; Return of Capital. Except as specifically provided herein, no Member shall be entitled to any distributions from the Company or to withdraw any part of such Member’s Capital Contribution prior to the Company’s dissolution and liquidation or, when such withdrawal of capital is permitted, to demand distribution of property other than money. No Member shall be entitled to interest on its Capital Contribution.

3.3          No Appraisal Rights. No Member shall have any appraisal rights under the LLC Act.

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ARTICLE IV.
DISTRIBUTIONS AND ALLOCATIONS

4.1          Distributions. The timing and amount of distributions shall be determined by the Member.

4.2          Allocations. The profits and losses of the Company shall be allocated to the Member.

ARTICLE V.
ACCOUNTING AND ADMINISTRATIVE MATTERS

5.1          Books and Records. The Company will maintain true, complete and correct books of account of the Company, all in accordance with generally accepted accounting principles applied on a consistent basis. The books of account shall contain particulars of all monies, goods or effects belonging to or owing to or by the Company, or paid, received, sold or purchased by the Company, and all of such other transactions, matters and things relating to the business of the Company as are usually entered in books of accounts kept by Persons engaged in a business of a like kind and character or as otherwise required pursuant to the LLC Act.

ARTICLE VI.
MANAGEMENT OF COMPANY; OFFICERS

6.1          Member-Managed. Except as specifically provided herein, the management and control of the Company shall be vested exclusively in the Member. Without limiting the foregoing, the Member shall be responsible for the establishment of policy and operating procedures respecting the business affairs of the Company and may appoint one or more officers and delegate duties to such officers as herein contemplated.

6.2          Officers — Election and Term of Office. The Member may at any time or from time to time designate one or more officers of the Company (the “Officers”), which may, but shall not be obligated to, include a President, one or more Vice Presidents, Secretary, Treasurer and one or more Assistant Secretaries or Assistant Treasurers. Vacancies may be filled or new offices created and filled by the Member. Each Officer shall hold office until the earlier of his or her resignation or removal, or until his or her successor shall have been duly appointed and qualified in accordance herewith. Each Officer shall perform such duties as specified in this Agreement or as may be prescribed from time to time by the Member. An individual may serve as an Officer in more than one office.

6.3          Officers — General Rights and Duties. The Officers are hereby directed and authorized (which direction and authorization is revocable at any time by the Member), on behalf of and in the name of the Company, to implement all decisions approved by the Member and to conduct the following functions of the Company:

(a)           operate the day-to-day business of the Company in the ordinary course;

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(b)           protect and preserve the titles and interests of the Company with respect to the assets owned by or dedicated to the Company;

(c)           keep all books of account and other records of the Company, in accordance with the terms of this Agreement and applicable law;

(d)           carry out the responsibilities of the Company under the partnership, management, operating, leasing and other contractual agreements to which it is a party;

(e)           prepare and file all necessary reports, statements, tax returns and other documents with local, state, federal, provincial, territorial, or foreign agencies or departments in connection with the business of the Company;

(f)            procure and maintain insurance;

(g)           enter into business relationships on behalf of the Company, necessary or appropriate to carry out the business of the Company as shall be designated by the Member; and

(h)           distribute the cash of the Company as provided in Article IV hereof and as directed by the Member.

6.4          Officers — Description of Offices. The Officers shall have the duties and powers as set forth below:

(a)           President. The President shall be the principal executive officer of the Company and shall be responsible for the administration and operation of the business and affairs of the Company. The President may sign with or without the Secretary or any Assistant Secretary, or any other proper Officer of the Company thereunto authorized by the Member, certificates of the Company and any deeds, mortgages, bonds, contracts, or other instruments, except in cases where the execution thereof shall be expressly delegated by the Member to some other Officer or agent of the Company, or shall be required by law to be otherwise signed or executed, and in general shall perform all duties incident to the office of President and such other duties as may be prescribed by the Member from time to time.

(b)           Vice President. The Vice President, if there shall be one, or if there shall be more than one, the Vice Presidents in the order determined by the Member (or if there be no such determination, then in the order of their election), shall, in the absence, disability or refusal to act of the President, perform the duties of the President, and when so acting, shall have all the power of and be subject to all the restrictions upon the President. The Vice President shall also perform such other duties as may be prescribed by the President or the Member from time to time.

(c)           Secretary. The Secretary shall: (i) keep and be the custodian of the books and records of the Company; (ii) see that all notices are duly given in accordance with the provisions of this Agreement or as required by the LLC Act or other applicable law; (iii) keep a register of the address of each Member, which shall be furnished to the

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Company by such Member; and (iv) in general perform all duties incident to the office of Secretary and such other duties as may be prescribed by the Member or the President from time to time.

(d)           Treasurer. The Treasurer shall: (i) have charge and custody of and be responsible for all funds and securities of the Company; (ii) receive and give receipts of moneys due and payable to the Company from any source whatsoever, and deposit all such moneys not otherwise employed in the name of the Company in such bank, savings and loan association, trust company or other depositories as shall be selected by the Member; and (iii) in general perform all the duties incident to the office of Treasurer and such other duties as may be prescribed by the Member or the President from time to time. If required by the Member, the Treasurer shall give a bond for the faithful discharge of the Treasurer’s duties in such sum and with such surety or sureties as the Member shall determine.

(e)           Assistant Secretary. The Assistant Secretary, or if there be more than one, the Assistant Secretaries in the order determined by the Member (or if there be no such determination, then in the order of their election), shall, in the absence or disability of the Secretary, perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as the Member or the President may from time to time prescribe.

6.5          Compensation. The Officers of the Company shall receive such compensation, if any, as may be fixed from time to time by the Member. No Officer shall be prevented from receiving such compensation by reason of the fact that such Officer is also a Member.

6.6          Resignations. Any Officer may resign at any time by giving notice to the Member. A resignation of an Officer need not be accepted in order to be effective.

6.7          Removal. Any Officer may be removed, with or without cause, by the Member.

6.8          Vacancies. A vacancy in any office may be filled by the Member.

ARTICLE VII.
LIMITATION ON LIABILITY AND INDEMNIFICATION

7.1          Limitation on Liability. Except as otherwise provided by the LLC Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and no Indemnified Person (as defined below) shall be obligated for any such debt, obligation or liability of the Company solely by reason of being a Member or officer, director, manager, partner, principal, equityholder, employee, or affiliate of a Member or the Company.

7.2          Indemnification. Neither the Member nor any officer, director, manager, partner, principal, equityholder, employee or affiliate of the Member or the Company (each, an “Indemnified Person”), as the case may be shall be liable, responsible or accountable, whether directly or indirectly, in contract or tort or otherwise, to the Company or to any Member (or to any

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affiliate thereof), as applicable, for any losses, claims, damages, liabilities or expenses, including but not limited to, reasonable attorneys’ fees (collectively, “Damages”), asserted against, suffered or incurred by the Company or by any Member (or by any affiliate thereof) arising out of, relating to or in connection with any action taken or omitted by the Indemnified Person within the scope of the authority conferred upon such Indemnified Person by this Agreement or the LLC Act, provided that such Indemnified Person shall have acted in good faith and in the belief that such act or omission was in the best interests of the Company and, provided further, that such Indemnified Person shall not have engaged in fraud, willful misconduct or gross negligence and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The Company shall, and hereby does, indemnify and hold harmless and agrees to defend each Indemnified Person from and against any Damages asserted by any Person (whether against the Company, any Member or such Indemnified Person ) or otherwise incurred by such Indemnified Person by reason of any act performed by such Indemnified Person in accordance with the standards set forth in this Section 7.2 or in enforcing the provisions of the indemnities contained in this Section 7.2. Notwithstanding anything to the contrary contained in this Agreement, no Member shall have any personal liability with respect to the indemnities set forth in this Section 7.2, and any such indemnities shall be satisfied solely out of the assets of the Company.

7.3          Payment of Expenses in Advance. Expenses incurred in defending a civil or criminal action, suit or proceeding shall be paid out of Company funds in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by the Indemnified Person to repay such amount unless it shall ultimately be determined that it is entitled to be indemnified by the Company.

7.4          Provisions Not Exclusive. The exculpation of liability and indemnification provided by this Article VII shall not be deemed exclusive of any other limitation on liability or rights to which those seeking indemnification may be entitled under any statute, agreement, Member vote or otherwise.

ARTICLE VIII.
TRANSFER OF MEMBERSHIP INTERESTS

8.1          No Restriction on Transfer. The Member may assign, sell, pledge, encumber, give or otherwise transfer, dispose of or alienate (“Transfer”) all or any portion of its Membership Interest as allowable by the LLC Act and applicable law.

8.2          Admission of New Member.

(a)           Upon a Transfer resulting in more than one Member of the Company, this Agreement shall be amended to reflect such multiple Members’ respective rights, interests and obligations.

(b)           Any transferee, assignee, designee, pledgee or legal representative (each a “Transferee”) of a Member, pursuant to a Transfer permitted under this Agreement, shall execute and deliver such other instruments and documents necessary to cause the Transferee to become a Member, and pay all reasonable expenses in connection with such

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Transferee’s admission as a Member, including, but not limited to, the cost of preparation and filing of any amendment of this Agreement.

(c)           A Transferee who is admitted as a Member pursuant to this Section 8.2 shall have, to the extent transferred, the rights and powers, and shall be subject to the restrictions and liabilities, of the Member under this Agreement, as amended, and the LLC Act.

(d)           In the event the Member makes any Transfer, the Member agrees to provide (and to cause the Transferee to provide) to the Company such information regarding the consideration or transfer price of such Membership Interests, and any other information that the Company may reasonably request to permit the Company to prepare financial statements and tax returns in a timely manner.

8.3          Terms of Admission of New Member; Creation of Preferred or Special Interests. The Member shall have the right to admit new Members in exchange for property, cash or services on such terms as the Member may determine, and in connection therewith the Member may create series or classes or groups of Members (including the existing Member) having such relative rights, powers and duties as the Member may from time to time establish, including rights, powers and duties senior to the existing Member and may amend Exhibit A hereto to reflect changes in Membership Percentages in exchange for any such property, cash or services or resulting from the redemption of Membership Interests.

ARTICLE IX
DISSOLUTION AND TERMINATION

9.1          Dissolution. The Company shall continue in perpetuity unless earlier dissolved upon the first to occur of the following:

(a)           the execution by the Member of a written instrument of dissolution;

(b)           the entry of a decree of judicial dissolution of the Company under Section 18-802 of the LLC Act; or

(c)           the sale or other disposition of all or substantially all of the Company’s assets.

9.2          Liquidating Distribution. In the event of the dissolution of the Company for any reason, the assets of the Company shall be liquidated for distribution in the following rank and order:

(a)           first, to the payment and discharge of all the debts and liabilities in the order of priority as provided by the LLC Act;

(b)           second, to the establishment of any necessary reserves to provide for contingent liabilities, if any; and

(c)           third, to the Member.

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9.3          Liquidating Trustee. Upon the dissolution of the Company, the affairs of the Company shall be wound up and terminated and its assets shall be distributed exclusively by the Person as is selected at the time of dissolution by the Member (the “Liquidating Trustee”). The Liquidating Trustee shall be empowered to give and receive notices, reports and payments in connection with the dissolution, liquidation and/or winding-up of the Company and shall hold and exercise such other rights and powers as are necessary or required to permit all parties to deal with the Liquidating Trustee in connection with the dissolution, liquidation, and/or winding-up of the Company and to effectuate the termination of the Company.

ARTICLE X
MISCELLANEOUS

10.1        Amendment. This Agreement may be modified or amended at any time by the written approval of the Member.

10.2        Further Assurances, The Member agrees to execute, acknowledge, deliver, file, record and publish such further certificates, instruments and documents, and do such other acts and things as may be required by law or to carry out the intent and purposes of this Agreement.

10.3        Notices. Any and all notices or other communications provided for herein shall be in writing and shall be considered duly given upon the earliest to occur of (a) personal delivery, (b) two (2) days after being delivered to a nationally recognized overnight courier or service, (c) three (3) days after being mailed by registered or certified mail, return receipt requested, postage prepaid or (d) the delivering party’s receipt of a written confirmation of a electronic transmission. All notices shall be addressed to the Company at its principal office and to each Member at its address contained on the books of the Company. Either party may change its address by giving notice to the other party as provided herein.

10.4        Governing Law. This Agreement is made pursuant to and shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to the conflict of laws principles thereof.

10.5        Captions; Pronouns. All articles and section headings or captions contained in this Agreement are inserted only as a matter of convenience and for reference and in no way define, limit, extend or describe the scope of this Agreement or the intent of any provision hereof. As used herein, all pronouns shall include the masculine, feminine, neuter, singular and plural thereof wherever the context and facts require such construction.

10.6        Successor and Assigns. This Agreement shall be binding upon the parties hereto and their respective executors, administrators, legal representatives, heirs, successors and assigns, and shall inure to the benefit of the parties hereto, and, except as otherwise herein expressly provided, their respective executors, administrators, legal representatives, successors and assigns.

10.7        Severability. If any provision of this Agreement or application to any party or circumstances shall be determined by any court of competent jurisdiction to be invalid or unenforceable to any extent, the remainder of this Agreement or the application of such provision

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to any other party or circumstances shall not be affected thereby, and each provision shall be valid and shall be enforced to the fullest extent permitted by law.

10.8        Entire Agreement. This Agreement, including any exhibits and schedules thereto, contains the entire understanding and agreement of the parties hereto relating to the subject matter and supersedes all prior agreements relative hereto which are not contained herein.

10.9        Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which, when taken together, shall be deemed one agreement.

Signature page follows.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed on the date first above written.

THE COMPANY:
HTS-MAUI, L.L.C., a Delaware limited liability company
By:
Name:	/s/ Heidi M. Belz
	Name:	Heidi M. Belz
	Title:	Secretary
THE MEMBER:
HYATT CORPORATION, a Delaware corporation
By:
Name:	/s/ Patrick J. Roxworthy
	Name:	Patrick J. Roxworthy
	Title:	Senior Vice President – Tax

LIMITED LIABILITY COMPANY OPERATING AGREEMENT
OF HTS-MAUI, L.L.C.

EXHIBIT A

MEMBER	CAPITAL  CONTRIBUTION	MEMBERSHIP PERCENTAGE
Hyatt Corporation, a Delaware Corporation	1,000	100%

EX-3.62

Exhibit 3.62

CERTIFICATE OF INCORPORATION

OF

HTS-SAN ANTONIO, INC.

The undersigned. for the purposes hereinafter stated. under and pursuant to the provisions of the General Corporation Law of Delaware, does hereby certify as follows:

FIRST:  The name of the Corporation is:

HTS-SAN ANTONIO, INC.

SECOND:  The Registered Office of the Corporation is to be located at 2711 Centerville Road, Suite 400, in the City of Wilmington, in the County of New Castle, in the State of Delaware. The name of its Registered Agent at that address is Corporation Service Company.

THIRD:  The purpose of the Corporation is to engage in any lawful act or activity for which Corporations may be organized under the General Corporation Law of Delaware.

FOURTH:  The total number of shares which the Corporation shall have authority to issue is one hundred (100), all of which are classified as common stock without par value.

FIFTH:  The original by-laws of the Corporation may be adopted by the sole incorporator named herein, or by the initial directors of the Corporation. Thereafter. in furtherance and not in limitation of the powers conferred by the laws of the State of Delaware, the Board of Directors and/or the stockholders of the Corporation are expressly empowered to make, alter, amend or repeal by-laws in the manner to be determined by the terms of the by-laws of the Corporation then in existence.

SIXTH:  The name and mailing address of the sole incorporator is Charmaine Black. c/o Hyatt Corporation, 200 W. Madison, Chicago, Illinois 60606.

SEVENTH:  The Corporation shall have perpetual existence.

EIGHTH:  The Corporation shall, to the full extent permitted by Section 145 of the Delaware General Corporation Law, as amended from time to time, indemnify all persons whom it may indemnify pursuant thereto.

NINTH:  The personal liability of the directors of the Corporation is hereby eliminated to the fullest extent permitted by Paragraph (7) of Subsection (b) of Section 102 of the General Corporation Law of the State of Delaware, as the same may be amended and supplemented.

IN WITNESS WHEREOF, the undersigned does make this Certificate hereby declaring and certifying that the facts herein stated arc true and accordingly, has hereunto set her hand and seal this 3rd day of June, 2002.

/s/ Charmaine Black

Charmaine Black

Sole Incorporator

2

EX-3.63

Exhibit 3.63

HTS-SAN ANTONIO, INC.

BY-LAWS

ARTICLE I

OFFICES

Section 1.The registered office shall be in the City of Wilmington, County of New Castle, State of Delaware.

Section 2.The corporation may also have offices at such other places both within and without the State of Delaware as the board of directors may from time to time determine or the business of the corporation may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

Section 1.All meetings of the stockholders for the election of directors shall be held in the City of Chicago, State of Illinois, at such place as may be fixed from time to time by the board of directors, or at such other place either within or without the State of Delaware as shall be designated from time to time by the board of directors and stated in the notice of the meeting.  Meetings of stockholders for any other purpose may be held at such time and place, within or without the State of Delaware, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

Section 2.Annual meetings of stockholders, commencing with the year 2002, shall be held on the first Monday of June if not a legal holiday, and if a legal holiday, then on the next secular day following, at 10:00 A.M., or at such other date and time as shall be designated from time to time by the board of directors and stated in the notice of the meeting, at which they shall elect by a plurality vote a board of directors, and transact such other business as may properly be brought before the meeting.

Section 3.Written notice of the annual meeting stating the place, date and hour of the meeting shall be given to each stockholder entitled to vote at such meeting not less than ten nor more than sixty days before the date of the meeting.

Section 4.The officer who has charge of the stock ledger of the corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder.  Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held.  The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

Section 5.Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute or by the certificate of incorporation, may be called by the president and shall be called by the president or secretary at the request in writing of a majority of the board of directors, or at the request in writing of stockholders owning a majority in amount of the entire capital stock of the corporation issued and outstanding and entitled to vote. Such request shall state the purpose or purposes of the proposed meeting.

Section 6.Written notice of a special meeting stating the place, date and hour of the meeting and the purpose or purposes for which the meeting is called, shall be given not less than ten nor more than sixty days before the date of the meeting, to each stockholder entitled to vote at such meeting.

Section 7.Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.

Section 8.The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the certificate of incorporation.  If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented.  At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified.  If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

Section 9.When a quorum is present at any meeting, the vote of the holders of a majority of the stock having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which by express provision of the statutes or of the certificate of incorporation, a different vote is required, in which case such express provision shall govern and control the decision of such question.

Section 10.Unless otherwise provided in the certificate of incorporation, each stockholder shall at every meeting of the stockholders be entitled to one vote in person or by proxy for each share of the capital stock having voting power held by such stockholder, but no proxy shall be voted on after three years from its date, unless the proxy provides for a longer period.

Section 11.Unless otherwise provided in the certificate of incorporation, any action required to be taken at any annual or special meeting of stockholders of the corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

ARTICLE III

DIRECTORS

Section 1.The number of directors which shall constitute the whole board shall be not less than one (1).  The directors shall be elected at the annual meeting of the stockholders, except as provided in Section 2 of this Article, and each director elected shall hold office until his/her successor is elected and qualified.  Directors need not be stockholders.

Section 2.Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, though less than a quorum, or by a sole remaining director, and the directors so chosen shall hold office until the next annual election and until their successors are duly elected and shall qualify, unless sooner displaced.  If there are no directors in office, then an election of directors may be held in the manner provided by statute.  If, at the time of filling any vacancy or any newly created directorship, the directors then in office shall constitute less than a majority of the whole

board (as constituted immediately prior to any such increase), the Court of Chancery may, upon application of any stockholder or stockholders holding at least ten percent of the total number of the shares at the time outstanding having the right to vote for such directors, summarily order an election to be held to fill any such vacancies or newly created directorships, or to replace the directors chosen by the directors then in office.

Section 3.The business of the corporation shall be managed by or under the direction of its board of directors, which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the certificate of incorporation or by these by-laws directed or required to be exercised or done by the stockholders.

MEETINGS OF THE BOARD OF DIRECTORS

Section 4.The board of directors of the corporation may hold meetings, both regular and special, either within or without the State of Delaware.

Section 5.The first meeting of each newly elected board of directors shall be held at such time and place as shall be fixed by the vote of the stockholders at the annual meeting and no notice of such meeting shall be necessary to the newly elected directors in order legally to constitute the meeting, provided a quorum shall be present.  In the event of the failure of the stockholders to fix the time or place of such first meeting of the newly elected board of directors, or in the event such meeting is not held at the time and place so fixed by the stockholders, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the board of directors, or as shall be specified in a written waiver signed by all of the directors.

Section 6.Regular meetings of the board of directors may be held without notice at such time and at such places as shall from time to time be determined by the board.

Section 7.Special meetings of the board may be called by the president without notice to each director; special meetings shall be called by the president or secretary in like manner and on like notice on the written request of two directors unless the board consists of only one director; in which case special meetings shall be called by the president or secretary in like manner and on like notice on the written request of the sole director.  Except as herein otherwise provided, and except as otherwise provided by the General Corporation Law of Delaware, the vote of the majority of the directors present at a meeting at which a quorum is present shall be the act of the board.

Section 8.At all meetings of the board a majority of the directors shall constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the board of directors, except as may be otherwise specifically provided by statute or by the certificate of incorporation.  If a quorum shall not be present at any meeting of the board of directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

Section 9.Unless otherwise restricted by the certificate of incorporation or these by laws, any action required or permitted to be taken at any meeting of the board of directors or of any committee thereof may be taken without a meeting, if all members of the board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the board or committee.

Section 10.Unless otherwise restricted by the certificate of incorporation or these by laws, members of the board of directors, or any committee designated by the board of directors, may participate in a meeting of the board of directors, or any committee, by means of conference

telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.

COMMITTEES OF DIRECTORS

Section 11.The board of directors may designate one or more committees, each committee to consist of one or more of the directors of the corporation.  The board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee.

In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he/she or they constitute a quorum, may unanimously appoint another member of the board of directors to act at the meeting in the place of any such absent or disqualified member.

Any such committee, to the extent provided in the resolution of the board of directors, shall have and may exercise all the powers and authority of the board of directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to amending the certificate of incorporation, adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange or all of substantially all of the corporation’s property and assets, recommending to the stockholders a dissolution of the corporation or a revocation of a dissolution, or amending the by-laws of the corporation; and, unless the resolution or the certificate of incorporation expressly so provide, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of stock. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the board of directors.

Section 12.Each committee shall keep regular minutes of its meetings and report the same to the board of directors when required.

COMPENSATION OF DIRECTORS

Section 13.Unless otherwise restricted by the certificate of incorporation or these by-laws, the board of directors shall have the authority to fix the compensation of directors.  The directors may be paid their expenses, if any, of attendance at each meeting of the board of directors and may be paid a fixed sum for attendance at each meeting of the board of directors or a stated salary as director.  No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor.  Members of special or standing committees may be allowed like compensation for attending committee meetings.

REMOVAL OF DIRECTORS

Section 14.Unless otherwise restricted by the certificate of incorporation or these by laws, any director or the entire board of directors may be removed, with or without cause, by the holders of a majority of shares entitled to vote at an election of directors.

ARTICLE IV

NOTICES

Section 1.Whenever, under the provisions of the statutes or of the certificate of incorporation or of these by-laws, notice is required to be given to any director or stockholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, addressed to such director or stockholder, at his/her address as it appears on the records of the corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Notice to directors may also be given by telegram.

Section 2.Whenever any notice is required to be given under the provisions of the statutes or of the certificate of incorporation or of these by-laws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

ARTICLE V

OFFICERS

Section 1.The officers of the corporation shall be chosen by the board of directors and shall be a president, a vice president, a secretary and a treasurer.  The board of directors may also choose additional vice presidents, and one or more assistant secretaries and assistant treasurers.  Any number of offices may be held by the same person, unless the certificate of incorporation or these by-laws otherwise provide.

Section 2.The board of directors at its first meeting after each annual meeting of stockholders shall choose a president, one or more vice presidents, a secretary and a treasurer.

Section 3.The board of directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the board.

Section 4.The salaries of all officers and agents of the corporation shall be fixed by the board of directors.

Section 5.The officers of the corporation shall hold office until their successors are chosen and qualify.  Any officer elected or appointed by the board of directors may be removed at any time by the affirmative vote of a majority of the board of directors.

Any vacancy occurring in any office of the corporation shall be filled by the board of directors.

THE PRESIDENT

Section 6.The president shall be the chief executive officer of the corporation, shall preside at all meetings of the stockholders and the board of directors, shall have general and active management of the business of the corporation and shall see that all orders and resolutions of the board of directors are carried into effect.

Section 7.He/She shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the board of directors to some other officer or agent or representative of the corporation.

THE VICE PRESIDENTS

Section 8.In the absence of the president or in the event of his/her inability or refusal to act, the vice president (or in the event there be more than one vice president, the vice presidents in the order designated by the directors, or in the absence of any designation, then in the order of their election) shall perform the duties of the president, and when so acting, shall have all the powers of and be subject to all the restrictions upon the president. The vice president shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.  The Vice President shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the board of directors to some other officer or agent or representative of the corporation.

THE SECRETARY AND ASSISTANT SECRETARY

Section 9.The secretary shall attend all meetings of the board of directors and all meetings of the stockholders and record all the proceedings of the meetings of the corporation and of the board of directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required.  He/She shall give, or cause to be given notice of all meetings of the stockholders and special meetings of the board of directors, and shall perform such other duties as may be prescribed by the board of directors or president, under whose supervision he/she shall be.  He/She shall have custody of the corporate seal of the corporation and he/she, or an assistant secretary, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by his/her signature or by the signature of such assistant secretary.  The board of directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by his/her signature.

Section 10.The assistant secretary, or if there be more than one, the assistant secretaries in the order determined by the board of directors (or if there be no such determination, then in the order of their election) shall, in the absence of the secretary or in the event of his/her inability or refusal to act, perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

THE TREASURER AND ASSISTANT TREASURERS

Section 11.The treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the board of directors.

Section 12.He/She shall disburse the funds of the corporation as may be ordered by the board of directors, taking proper vouchers for such disbursements, and shall render to the president and the board of directors, at its regular meetings, or when the board of directors so requires, an account of all his/her transactions as treasurer and of the financial condition of the corporation.

Section 13.If required by the board of directors, he/she shall give the corporation a bond (which shall be renewed every six years) in such sum and with such surety or sureties as shall be satisfactory to the board of directors for the faithful performance of the duties of his/her office and for the restoration to the corporation, in case of his/her death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his/her possession or under his/her control belonging to the corporation.

Section 14.The assistant treasurer, or if there shall be more than one, the assistant treasurers in the order determined by the board of directors (or if there be no such determination, then in the order of their election), shall, in the absence of the treasurer or in the event of his/her inability or refusal to act, perform the duties and exercise the powers of the treasurer and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

ARTICLE VI

CERTIFICATE OF STOCK

Section 1.Every holder of stock in the corporation shall be entitled to have a certificate, signed by, or in the name of the corporation by, the chairman or vice chairman of the board of directors, or the president or a vice president and the treasurer or an assistant treasurer, or the secretary or an assistant secretary of the corporation, certifying the number of shares owned by him/her in the corporation.

Section 2.Any or all of the signatures on the certificate may be facsimile.  In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued it may be issued by the corporation with the same effect as if he/she were such officer, transfer agent or registrar at the date of issue.

LOST CERTIFICATES

Section 3.The board of directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of the fact by the person claiming the certificate of stock to be lost, stolen or destroyed.  When authorizing such issue of a new certificate or certificates, the board of directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his/her legal representative, to advertise the same in such manner as it shall require arid/or to give the corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost, stolen or destroyed.

TRANSFER OF STOCK

Section 4.Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignation or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books.

FIXING RECORD DATE

Section 5.In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the board of directors may fix, in advance, a record date, which shall not be more than sixty nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the board of directors may fix a new record date for the adjourned meeting.

REGISTERED STOCKHOLDERS

Section 6.The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.

ARTICLE VII

GENERAL PROVISIONS

DIVIDENDS

Section 1.Dividends upon the capital stock of the corporation, subject to the provisions of the certificate of incorporation, if any, may be declared by the board of directors at

any regular or special meeting, pursuant to law.  Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the certificate of incorporation.

Section 2.Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the directors shall think conducive to the interest of the corporation, and the directors may modify or abolish any such reserve in the manner in which it was created.

ANNUAL STATEMENT

Section 3.The board of directors shall present at each annual meeting, and at any special meeting of the stockholders when called for by vote of the stockholders, a full and clear statement of the business and condition of the corporation.

CHECKS

Section 4.All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons as the board of directors may from time to time designate.

FISCAL YEAR

Section 5.The fiscal year of the corporation shall be fixed by resolution of the board of directors.

SEAL

Section 6.The corporation, at its option, may choose to have a corporate seal.

INDEMNIFICATION

Section 7.The corporation shall indemnify its officers, directors, employees and agents to the extent permitted by the General Corporation Law of Delaware.

ARTICLE VIII

AMENDMENTS

Section 1.These by-laws may be altered, amended or repealed or new by-laws may be adopted by the stockholders or by the board of directors, when such power is conferred upon the board of directors by the certificate of incorporation, at any regular meeting of the stockholders or of the board of directors, or at any special meeting of the stockholders or of the board of directors if notice of such alteration, amendment, repeal or adoption of new by-laws be contained in the notice of such special meeting. If the power to adopt, amend or repeal by-laws is conferred upon the board of directors by the certificate of incorporation, it shall not divest or limit the power of the stockholders to adopt, amend or repeal bylaws.

EX-3.64

Exhibit 3.64

CERTIFICATE OF FORMATION
OF
HTS-SAN ANTONIO, L.L.C.

The undersigned, an authorized natural person, for the purpose of forming a limited liability company, under the provisions and subject to the requirements of the State of Delaware (particularly Chapter 18, Title 6 of the Delaware Code and the acts amendatory thereof and supplemental thereof; and known, identified, and referred to as the “Delaware Limited Liability Act”), hereby certifies that:

1.The name of the limited liability company (hereinafter called the (“Company’’) is:

HTS-SAN ANTONIO, L.L.C.

2.The address of the registered office and the name and the address of the registered agent of the Company required to be maintained by Section 18-104 of the Delaware Limited Liability Act are Corporation Service Company, located at 2711 Centerville Road, Suite 400, in the City of Wilmington, County of New Castle, State of Delaware 19808.

IN WITNESS WHEREOF, the undersigned, an authorized person of the Company, has caused this Certificate of Formation to be duly executed as of the 6th day of May, 2002.

HTS-SAN ANTONIO, L.L.C.
By:	HG, Inc., its sole member
		By:	/s/ Harold S. Handelsman
			Harold S. Handelsman,
			VP, Secretary & Treasurer

EX-3.65

Exhibit 3.65

OPERATING AGREEMENT

OF

HTS-SAN ANTONIO, L.L.C.

May 29, 2002

OPERATING AGREEMENT

OF

HTS-SAN ANTONIO, L.L.C.

TABLE OF CONTENTS

ARTICLE I DEFINED TERMS; EXHIBITS, SCHEDULES, ETC.		1
1.1	Definitions	1
1.2	Other Defined Terms	6
1.3	References	6
ARTICLE II ORGANIZATION		6
2.1	Organization of Company	6
2.2	Name	7
2.3	Purpose; Character of the Business	7
2.4	Principal Office	7
2.5	Registered Agent and Registered Office	7
ARTICLE III CAPITAL CONTRIBUTIONS; ETC.		7
3.1	Capital Contributions	7
3.2	Withdrawal; Return of Capital; Interest	7
3.3	Waiver of Appraisal Rights	7
3.4	Obligation to Make Additional Capital Contributions	7
ARTICLE IV ALLOCATION OF NET INCOME AND NET LOSS; ETC.		7
4.1	Net Income and Net Loss	7
4.2	Special Allocations	8
4.3	Tax Allocations	9
4.4	Tax Withholding	9
ARTICLE V DISTRIBUTIONS		10
5.1	Regular Distributions	10
5.2	Distributions to Support Tax Liabilities	10
5.3	Limitation on Distributions	10
ARTICLE VI ACCOUNTING AND ADMINISTRATIVE MATTERS		10
6.1	Books and Records	10
6.2	Reports	11
6.3	Tax Matters Partner	11
6.4	Tax Elections	11

i

6.5	Reimbursement	11
ARTICLE VII MANAGEMENT OF COMPANY		11
7.1	The Member	11
7.2	Compensation	11
ARTICLE VIII OFFICERS		12
8.1	Election and Term of Office	12
8,2	General Rights and Duties	12
8.3	Duties of the Chairman	12
8.4	Duties of the President	13
8.5	Duties of the Vice President	13
8.6	Duties of the Secretary	13
8.7	Duties of the Treasurer	13
8.8	Duties of the Assistant Secretary	13
8.9	Duties of the Assistant Treasurer	14
8.10	Compensation	14
8.11	Resignations	14
8.12	Removal	14
8.13	Vacancies	14
ARTICLE IX LIMITATION ON LIABILITY AND INDEMNIFICATION		14
9.1	Exculpation of Liability	14
9.2	Indemnification and Contribution	14
9.3	Payment of Expenses in Advance	14
9.4	Provisions Not Exclusive	14
ARTICLE X TRANSFER OF MEMBERSHIP INTERESTS		15
10.1	Restriction on Transfer	15
10.2	New Member	15
10.3	Terms of Admission of New Member; Creation of Preferred or Special Interests	15
ARTICLE XI DISSOLUTION AND TERMINATION		15
11.1	Dissolution	15
11.2	Accounting	16
11.3	Liquidating Trustee	16
11.4	Liquidating Distribution	16
11.5	Distributions in Kind	17
ARTICLE XII MISCELLANEOUS		17

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12.1	Appointment of Attorney in Fact	17
12.2	Amendment	18
12.3	Further Assurances	18
12.4	Notices	18
12.5	Governing Law	18
12.6	Captions	18
12.7	Pronouns	18
12.8	Successors and Assigns	19
12.9	Extension not a Waiver	19
12.10	Severability	19
12.11	Entire Agreement	19
12.12	Counterparts	19
12.13	No Third Party Beneficiary	19
12.14	Trustee Liability	20

iii

OPERATING AGREEMENT

OF

HTS-SAN ANTONIO, L.L.C.

OPERATING AGREEMENT dated as of May 29, 2002, by the person who is the signatory hereto (the “Member”).

W I T N E S S E T H:

WHEREAS, the Member desires to form a limited liability company named HTS-SAN ANTONIO, L.L.C. (the “Company”) under the Act (as herein defined) pursuant to the terms set forth herein; and

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged, the parties hereto, intending legally to be bound hereby, agree as follows:

ARTICLE I

DEFINED TERMS; EXHIBITS, SCHEDULES, ETC.

1.1          Definitions. As used in this Agreement, the following terms shall have the respective meanings indicated below:

“Act” means the Delaware Limited Liability Company Act, as the same may be amended from time to time.

“Adjusted Capital Account Deficit” means, with respect to the Member, the deficit balance, if any, in the Member’s Capital Account as of the end of the relevant Fiscal Year, after giving effect to the following adjustments:

(i)            decrease such deficit by any amounts which the Member is obligated or deemed obligated to restore pursuant to. this Agreement or the penultimate sentence of each of Regulation Sections 1.704-2(g)(1) and 1.704-2(i)(5); and

(ii)           increase such deficit by the items described in Regulation Section 1.704-1(b)(2)(ii)(d)(4), (5) and (6).

The foregoing definition of Adjusted Capital Account Deficit is intended to comply with the provisions of Regulation Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith.

“Affiliate” means,

(i)            with respect to an individual, the Relatives of such individual;

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(ii)           with respect to a trust or trustee, the Relatives of the individual who is the grantor of the trust and/or another trust for the benefit of such individual and/or such individual’s Relatives;

(iii)          with respect to an Entity, any Person who or which, directly or indirectly, through one or more intermediaries, controls or is controlled by, or is under common control with, such entity (the term “control” for purposes of this clause (iii) meaning the ability, whether by ownership of shares or other equity interests, by contract or otherwise, to elect a majority of the directors of a corporation, to select the managing or general partner of a partnership, or otherwise to select, or have the power to remove and then select, a majority of those Persons exercising governing authority over an entity); and

(iv)          (A) all lineal descendants of Nicholas J. Pritzker, deceased, and all spouses and adopted children of such descendants; (B) all trusts for the benefit of any person described in clause (A) and the trustees of such trusts; (C) all legal representatives of any person or trust described in clauses (A) or (B); (D) all partnerships, corporations, limited liability companies or other entities controlling, controlled by or under common control with any person, trust or other entity described in clauses (A), (B), (C) or (D) (the term “control” for purposes of this clause (iv) shall mean the ability to influence, direct or otherwise significantly affect the major policies, activities or actions of any person or entity).

“Agreement” means this Operating Agreement, as originally executed and as amended, modified, supplemented or restated from time to time, as the context requires.

“Bankruptcy” means an event that causes the Member to cease to be a Member as provided in Section 18-304 of the Act.

“Business Day” means any day on which banks are open for business in Chicago, Illinois.

“Capital Account” means, with respect to the Member, the separate “book” account which the Company shall establish and maintain for the Member in accordance with Section 704(b) of the Code and Regulation Section 1.704-1(b)(2)(iv) and such other provisions of Regulation Section 1.704-1(b) that must be complied with in order for the Capital Accounts to be determined in accordance with the provisions of the Regulations. In furtherance of the foregoing, the Capital Accounts shall be maintained in compliance with Regulation Section 1.704-1(b)(2)(iv), and the provisions hereof shall be interpreted and applied in a manner consistent therewith.

“Capital Contribution” means, with respect to the Member, the amount of money or property contributed to the Company by the Member from time to time,

“Code” means the Internal Revenue Code of 1986, as amended, or any replacement or successor law thereto.

“Company Minimum Gain” has the meaning ascribed to partnership minimum gain in Regulation Sections 1.704-2(b)(2) and 1.704-2(d).

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“Depreciation” means, for each Fiscal Year or other period, an amount equal to the depreciation, amortization or other cost recovery deduction allowable for federal income tax purposes with respect to an asset for such year or other period in accordance with the depreciation method elected by the Company with respect to such asset, except that if the Gross Asset Value of an asset differs from its adjusted basis for federal income tax purposes at the beginning of such year or other period, Depreciation shall be an amount which bears the same ratio to such beginning Gross Asset Value as the federal income tax depreciation, amortization or other cost recovery deduction allowable for such year or other period bears to such beginning adjusted tax basis or as otherwise required under Section 1.704-1(b)(2)(iv)(g)(3) of the Regulations, or, in the reasonable discretion of the Member, as otherwise permitted thereunder.

“Distributable Cash” means, with respect to any Fiscal Year or other applicable fiscal period, the excess, if any, as determined by the Member, of (a) all cash of the Company from all sources for such period, including, without limitation, receipts from operations, contributions of capital by the Member, proceeds of borrowing or from the issuance of securities by the Company, deposits and all other Company cash sources and all Company cash reserves on hand at the beginning of such period over (b) all cash expenses and capital expenditures of the Company for such period, all payments of principal and interest on account of Company indebtedness, or such retained earnings as Member deems desirable, and such reasonable cash reserves as the Member deems necessary for any Company needs (or those mandated by law, contract or the Company’s debt instruments).

“Entity” means any corporation, general partnership, limited partnership, limited liability company, joint venture, trust, business trust, cooperative or association.

“Fiscal Year” means the twelve month period ending on January 31 of each year or such other fiscal year as the Member may select in its discretion from time to time in accordance with the Code and the Regulations.

“Formation Certificate” means the Certificate of Formation of the Company as filed with the Secretary of State of Delaware, as the same may be amended or restated from time to time, which may contain a “note of the limitation on liabilities” of any series created hereunder as contemplated by Section 18-215 (b) of the Act.

“Gross Asset Value” means, with respect to any asset of the Company, the adjusted basis of such asset for federal income tax purposes, except as follows:

(1)           The Gross Asset Value of any asset contributed by the Member to the Company shall, as of the date of such contribution and subject to further adjustment as herein provided, be the gross fair market value of such asset, as determined by the Member.

(2)           The Gross Asset Values of all Company assets (including assets contributed to the Company) shall be adjusted to equal their respective gross fair market values, as reasonably determined by the Member, as of each of the following times: (a) the acquisition of an additional Membership Interest by any new or existing Member in exchange for more than a de minimis capital contribution; (b) the distribution by the

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Company to the Member of more than a de minimis amount of Company property or cash in consideration of the redemption, or partial redemption, of the Membership Interest of the Member to whom such distribution shall be made if, in connection therewith, the Member reasonably determines that such adjustment is necessary or appropriate to reflect the relative economic interests of the Member in the Company; and (c) the liquidation of the Company within the meaning of Regulation Section 1.704-1(b)(2)(ii )(g).

(3)           The Gross Asset Value of any Company asset distributed to the Member shall be the gross fair market value of such asset on the date of distribution.

(4)           The Gross Asset Value of any Company assets shall be increased (or decreased) to reflect any adjustments to the adjusted basis of such assets pursuant to Code Section 734(b) or Code Section 743(b), but only to the extent that such adjustments are taken into account in determining Capital Accounts pursuant to Regulation Section 1.704-1(b)(2)(iv)(m); provided, however, that Gross Asset Values shall not be adjusted to the extent the Member determines that an adjustment pursuant to subparagraph (2) above is necessary or appropriate in connection with a transaction that would otherwise result in an adjustment pursuant to this subparagraph (4).

If the Gross Asset Value of an asset has been determined or adjusted pursuant to any of the foregoing, such Gross Asset Value shall thereafter be adjusted by the Depreciation taken into account with respect to such asset for purposes of computing Net Income and Net Losses.

“Liquidating Trustee” means such Person as is selected at the time of dissolution by the Member, which Person may include an Affiliate of the Member. The Liquidating Trustee shall be empowered to give and receive notices, reports and payments in connection with the dissolution, liquidation and/or winding-up of the Company and shall hold and exercise such other rights and powers as are necessary or required to permit all parties to deal with the Liquidating Trustee in connection with the dissolution, liquidation, and/or winding-up of the Company.

“Member Nonrecourse Debt” has the meaning ascribed to partner nonrecourse debt in Regulation Section 1.704-2(b)(4).

“Member Nonrecourse Debt Minimum Gain” means an amount, with respect to each Member Nonrecourse Debt, equal to the Company Minimum Gain that would result if such Member Nonrecourse Debt was treated as a Nonrecourse Liability, determined in accordance with Regulation Sections 1.704-2(i)(2) and (3).

“Member Nonrecourse Deductions” has the meaning ascribed to partner nonrecourse deductions in Regulation Sections 1.704-2(i)(1) and 1.704-2(i)(2).

“Member” means the Person identified on Exhibit A attached hereto, as amended from time to time.

“Membership Interest” means the Member’s entire interest in the Company, which shall entitle the Member to (i) an interest in the Net Income, Net Loss, Distributable Cash, and

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net proceeds of liquidation of the Company, as set forth herein; (ii) any right to vote as set forth herein or as required under the Act; and (iii) any right to participate in the management of the Company as set forth herein or as required under the Act. A Membership Interest is personal property and the Member shall have no interest in the specific assets or property of the Company.

“Membership Percentage” means the Member’s percentage ownership interest in the Company set forth on Exhibit A attached hereto, as may be amended from time to time.

“Minimum Gain” shall mean the minimum gain, determined by computing, with respect to each Nonrecourse Liability, the amount of gain (of whatever character), if any, that would be realized if the Company disposed of (in a taxable transaction) the property subject to such liability in full satisfaction thereof (and for no other consideration), and by then aggregating the amounts so computed. Minimum Gain shall be computed in all respects in conformity with the Regulations. Without limiting the generality of the foregoing, all definitions relevant for Minimum Gain purposes shall have the meaning ascribed thereto in, or for purposes of, the Regulations.

“Net Income” or “Net Loss” shall mean the income or loss for federal income tax purposes determined as of the close of the Company’s Fiscal Year or as of such other time as may be required by this Agreement or the Code, as well as, where the context requires, related federal tax items such as tax preferences and credits, appropriately adjusted with respect to final determination of any of the foregoing for federal income tax purposes, and also adjusted as follows:

(1)           Any income that is exempt from federal income tax and not otherwise taken into account in computing Net Income or Net Loss shall be added to such taxable income or loss.

(2)           Any expenditures described in Section 705(a)(2)(B) of the Code, or treated as Section 705(a)(2)(B) expenditures pursuant to Regulation Section 1.704-1(b)(2)(iv)(i), and not otherwise taken into account in computing Net Income or Net Loss shall be subtracted from such taxable income or loss.

(3)           In lieu of depreciation, amortization or other cost recovery deductions taken into account in computing such taxable income or loss, there shall be taken into account Depreciation for such Fiscal Year or other period.

(4)           Gain or loss during any Fiscal Year on account of the sale, exchange, condemnation or other disposition of any assets, as determined in accordance with Section 1001 of the Code (or, where applicable, Section 453 of the Code), appropriately adjusted, however, with respect to final determination of the foregoing for federal income tax purposes, and also adjusted as follows:

(i)            in the event the Gross Asset Value of any asset is adjusted pursuant to subparagraphs (2) or (3) of the definition of Gross Asset Value, the amount of such adjustment shall be taken into account as though the same constituted gain or

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loss from the disposition of such asset for purposes of computing Net Income or Net Loss under the provisions of this Agreement.

(ii)           gain or loss, if any, resulting from any disposition of Company assets with respect to which gain or loss is recognized for federal income tax purposes shall be computed by reference to the Gross Asset Value of the property disposed of, notwithstanding that the adjusted tax basis of such property differs from its Gross Asset Value.

“Nonrecourse Deductions” has the meaning set forth in Regulation Section 1.704-2(b)(1).

“Nonrecourse Liability” has the meaning set forth in Regulation Section 1.704-2(b)(3).

“Officer” has the meaning set forth in Article VIII hereof.

“Person” means any natural person or Entity.

“Regulation” or “Regulations” means the proposed, temporary and final regulations promulgated by the Treasury Department pursuant to the Code, as amended from time to time.

“Relatives” means, with respect to any specified individual, the spouse, children (both natural and adopted), and grandchildren of such individual.

“Tax Payment Date” means, with respect to a taxable year of the Company, each of the following dates: May 15, July 15, and October 15 of such year and January 15 of the immediately succeeding year.

“Transfer” means assign, sell, pledge, encumber, give or otherwise transfer, dispose of or alienate, or grant an option or contractual agreement to do any of the foregoing, but shall not include any transfer to a legal representative or successor trustee.

1.2          Other Defined Terms. Capitalized terms not defined in Section 1.1 shall have the meanings set forth in the other sections of this Agreement.

1.3          References. References to an “Exhibit” or to a “Schedule” are, unless otherwise specified, to one of the exhibits or schedules attached to this Agreement, and references to an “Article” or a “Section” are, unless otherwise specified, to one of the articles or sections of this Agreement. Each Exhibit and Schedule attached hereto and referred to herein is hereby incorporated herein by such reference.

ARTICLE II

ORGANIZATION

2.1          Organization of Company. Upon the filing of the Formation Certificate with the Secretary of State of the State of Delaware, the Member hereby forms the Company as a limited

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liability company governed by the terms hereof. Except as provided herein or in the Formation Certificate, the rights and obligations of the Member are as provided under the Act.

2.2          Name. The name of the Company is “HTS-SAN ANTONIO, L.L.C.” or such other name as may be selected by the Member.

2.3          Purpose; Character of the Business. The purpose and business of the Company is to engage in any lawful business or activity permitted by the Act.

2.4          Principal Office. The location of the Company’s principal office is 200 West Madison Street, Suite 3900, Chicago, Illinois 60606, or such other place as may be selected by the Member.

2.5          Registered Agent and Registered Office. The statutory agent for service of process and the registered office of the Company in the State of Delaware shall be Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, New Castle County, Delaware, 19808, or such other statutory agent and registered office as the Member may determine from time to time.

ARTICLE III

CAPITAL CONTRIBUTIONS; ETC.

3.1          Capital Contributions. The Member shall contribute the amount opposite its name on Exhibit A hereto within sixty (60) days after the date hereof as its initial Capital Contribution.

3.2          Withdrawal; Return of Capital; Interest. Except as specifically provided herein, the Member shall not be entitled to any distributions from the Company or to withdraw any part of its Capital Contribution prior to the Company’s dissolution and liquidation, or when such withdrawal of capital is permitted, to demand distribution of property other than money. The Member shall not be entitled to interest on its Capital Contribution.

3.3          Waiver of Appraisal Rights. The Member hereby agrees that it shall not have any appraisal rights pursuant to Section 18-210 of the Act or otherwise.

3.4          Obligation to Make Additional Capital Contributions. The Member shall not have the obligation to make any additional Capital Contributions to the Company.

ARTICLE IV

ALLOCATION OF NET INCOME AND NET LOSS; ETC.

4.1          Net Income and Net Loss. Net Income and Net Loss for any Fiscal Year or other applicable period shall be allocated to the Member.

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4.2          Special Allocations.

(a)           Company Minimum Gain Chargeback. Notwithstanding any other provision of this Article IV, if there is a net decrease in Company Minimum Gain during any taxable year or other period for which allocations are made, prior to any other allocation under this Agreement, the Member will be specially allocated items of income and gain relating to that period (and, if necessary, subsequent periods) in proportion to, and to the extent of, an amount equal to the Member’s share of the net decrease in Minimum Gain during such year as determined in accordance with Regulation Section 1.704-2(g)(2). The items to be allocated will be determined in accordance with Regulation Section 1.704-2(f).

(b)           Member Nonrecourse Debt Minimum Gain Chargeback. Notwithstanding any other provision of this Article IV, if there is a net decrease in Member Nonrecourse Debt Minimum Gain attributable to a Member Nonrecourse Debt, the Member who has a share of the Member Nonrecourse Debt Minimum Gain attributable to the Member’s Nonrecourse Debt, determined in accordance with Regulation Section 1.704-2(i)(5), shall be specially allocated items of income and gain for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to the Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Regulation Section 1.704-2(i)(4).

(c)           Qualified Income Offset. If the Member unexpectedly receives any adjustment, allocation or distribution described in Regulation Sections 1.704-1(b)(2)(ii)(d)(4), (5) or (6), the Member will be specially allocated items of income and gain in an amount and manner sufficient to eliminate, to the extent required by the Regulations, the Adjusted Capital Account Deficit of the Member as quickly as possible.

(d)           Gross Income Allocations. If the Member has an Adjusted Capital Account Deficit at the end of any Fiscal Year, it will be specially allocated, as quickly as possible, items of gross income and gain in the amount of such deficit.

(e)           Nonrecourse Deductions. Nonrecourse Deductions for any Fiscal Year or other period for which allocations are made will be allocated to the Member in proportion to its Membership Percentage.

(f)            Member Nonrecourse Deductions. Notwithstanding anything to the contrary in this Agreement, any Member Nonrecourse Deductions for any Fiscal Year or other period for which allocations are made will be allocated to the Member who bears the economic risk of loss with respect to the Member Nonrecourse Debt to which the Member Nonrecourse Deductions are attributable in accordance with Regulation Section 1.704-2(i).

(g)           Code Section 754 Adjustments. To the extent an adjustment to the adjusted tax basis of any Company asset under Code Sections 734(b) or 743(b) is required to be taken into account in determining Capital Accounts under Regulation

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Section 1.704-1(b)(2)(iv)(m), the amount of the adjustment to the Capital Accounts will be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases the basis of the asset), and the gain or loss will be specially allocated to the Member in a manner consistent with the manner in which its Capital Accounts are required to be adjusted under Regulation Section 1.704-1(b)(2)(iv)(m).

(h)           Interest in Company. Notwithstanding any other provision of this Agreement, no allocation of Net Income or Net Loss or item of Net Income or Net Loss will be made to the Member if the allocation would not have “economic effect” under Regulation Section 1.704-1(b)(2)(ii). The Tax Matters Member, upon advice of independent tax counsel to the Company and with the consent of the Member, will have the authority to reallocate any item in accordance with this Section 4.2(h).

(i)            Corrective Allocations. If the Company is required by Sections 4.2(c), (d), (f) and (h) above to make an allocation to the Member, the Company shall, upon the advice of the Company’s independent tax counsel that it is so permitted under Section 704(b) of the Code and the Regulations thereunder or other Code provisions, allocate Net Income or Net Loss arising in later Fiscal Years so as to bring the allocations of Net Income or Net Loss to the Member as nearly as possible to the allocations thereof otherwise contemplated by this Article IV as if such allocation were not made.

4.3          Tax Allocations. In accordance with Code Section 704(c) and the Regulations thereunder, income, gain, loss, and deduction with respect to any property contributed to the capital of the Company shall, solely for tax purposes, be allocated to the Member so as to take account of any variation between the adjusted basis of such property to the Company for federal income tax purposes and its initial Gross Asset Value in accordance with the “traditional method” set forth in Regulation Section 1.704-3(b)(1). For purposes of this Section 4.3, contributions of property by the Member shall be aggregated to the extent permitted pursuant to Section 1.704-3(e)(1) of the Regulations. Any recapture of depreciation pursuant to Sections 1245 or 1250 of the Code shall be allocated to the Member if it realized the benefit of the deductions attributable to such recapture.

4.4          Tax Withholding. The Company shall be authorized to pay, on behalf of the Member, any amounts to any federal, state, provincial, territorial, local or foreign taxing authority, as may be necessary for the Company to comply with tax withholding provisions of the Code or other applicable income tax or revenue laws of any taxing authority. To the extent the Company pays any such amounts that it may be required to pay on behalf of the Member, such amounts shall be treated as a distribution to the Member and shall reduce the amount otherwise distributable to the Member. To the extent any amount so withheld exceeds the cash otherwise distributable to the Member, such expense shall be deemed a loan to the Member bearing interest at the “prime” or “base” rate amended from time to time by Bank of America, payable out of any future distributions, and if not earlier repaid upon termination of the Company or the sale or other disposition of all or a portion of the Member’s Membership Interest.

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ARTICLE V

DISTRIBUTIONS

5.1          Regular Distributions. Any distributions to the Member shall be made solely to the extent of Distributable Cash. Except as set forth in Section 5.2 hereof, the timing and amount of distributions shall be determined by the Member.

5.2          Distributions to Support Tax Liabilities. In order to permit the Member to make income tax payments for each Fiscal Year, notwithstanding Section 5.1, Distributable Cash, if any, shall be distributed not less than 5 business days before each Tax Payment Date for such Fiscal Year, to the Member, in an amount such that the aggregate of distributions to the Member under this Section 5.2 with respect to such Fiscal Year, as determined on each such Tax Payment Date, is not less than the product of (i) the Member’s Membership Percentage, (ii) forty percent (40%) and (iii) the taxable income of the Company as reasonably estimated by the Member for the taxable period. Notwithstanding the foregoing, in the year of liquidation of the Company in accordance with the provisions of Article XI hereof, no such distribution shall be made to the Member under the terms of this Section 5.2.

5.3          Limitation on Distributions. Notwithstanding anything to the contrary contained herein, no distribution may be made if, after giving effect to the distribution, all liabilities of the Company, other than liabilities to the Member on account of its Membership Interests and liabilities for which the recourse of creditors is limited and liabilities for which the recourse of creditors is limited to specified property of the Company, exceed the fair value of the assets of the Company, except that the fair value of property of the Company that is subject to a liability for which the recourse of creditors is limited shall be included only to the extent that the fair value of that property exceeds that liability.

ARTICLE VI

ACCOUNTING AND ADMINISTRATIVE MATTERS

6.1          Books and Records. The Company will maintain true, complete and correct books of account of the Company, all in accordance with generally accepted accounting principles applied on a consistent basis. The books of account shall contain particulars of all monies, goods or effects belonging to or owing to or by the Company, or paid, received, sold or purchased in the course of the business of the Company, and all of such other transactions, matters and things relating to the business of the Company as are usually entered in books of accounts kept by persons engaged in a business of a like kind and character. In addition, the Company shall keep all records required to be kept pursuant to the Act. The Member shall, upon prior written notice and during normal business hours, have access to the information described in Sections 18-305(1) through (6) of the Act, for the purpose of inspecting or, at the expense of the Member, copying the same. If the Member reviews the books and records of the Company pursuant to the preceding sentence, it shall do so in a manner which does not unduly interfere

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with the conduct of the Company’s business and shall execute a confidentiality agreement in such form as may be determined by the Company.

6.2          Reports. The Company shall prepare, or cause to be prepared, and shall furnish to each Person who was a Member during a Fiscal Year, within 180 days after the close of such Fiscal Year, a Schedule K1 or such other form as shall be necessary to advise the Member for federal, state, local, provincial, territorial and foreign income tax reporting purposes.

6.3          Tax Matters Partner. The Member shall be the “Tax Matters Partner” as such term is defined in Section 6231(a)(7) of the Code. In the event of an income tax audit of any tax return of the Company, the filing of any amended return or claim for refund in connection with any item of income, gain, loss, deduction or credit reflected on any tax return of the Company, or any administrative or judicial proceedings arising out of or in connection with any such audit, amended return, claim for refund or denial of such claim, any decision which could materially affect the Member’s tax liability shall require the affirmative approval of the Member.

6.4          Tax Elections. All elections required or permitted to be made by the Company under any applicable tax laws shall be made by the Member.

6.5          Reimbursement. The Company shall reimburse the Member for reasonable out-of-pocket costs incurred in connection with, or allocable to, performance of its duties under this Agreement.

ARTICLE VII

MANAGEMENT OF COMPANY

7.1          The Member. Except as specifically provided herein, the management and control of the Company shall be vested exclusively in the Member. Without limiting the foregoing, the Member shall be responsible for the establishment of policy and operating procedures respecting the business affairs of the Company and may appoint one or more Officers and delegate duties to such Officers as herein contemplated. The Member shall have the power to take any action permitted under the Act. The Member may by resolution delegate its powers, but not its responsibilities, to the Officers, or to any other Person. The Member is authorized to cause the Company to borrow money under agreements which include, among other things, various financial, liquidity and other covenants, which may limit the Company’s ability to make distributions to the Member.

7.2          Compensation. The Member shall not receive compensation for its services to the Company in such capacity.

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ARTICLE VIII

OFFICERS

8.1          Election and Term of Office. The Member may at any time or from time to time designate Officers of the Company (the “Officers”), which may, but shall not be obligated to, include a President, one or more Vice Presidents, Secretary and Treasurer and may include a Chairman. Vacancies may be filled or new offices created and filled by the Member. Each Officer shall hold office until his successor is appointed. Each Officer shall perform such duties as may be prescribed by the Member or specified in this Agreement.

8.2          General Rights and Duties. The Officers are hereby directed and authorized (which direction and authorization is revocable at any time by the Member), on behalf of and at the expense of the Company, to implement all decisions approved by the Member and to conduct the following functions of the Company consistent with action taken by the Member:

(a)           Operate the business of the Company in the ordinary course;

(b)           Protect and preserve the titles and interests of the Company with respect to the assets owned by or dedicated to the Company;

(c)           Keep all books of account and other records of the Company, in accordance with the terms of this Agreement;

(d)           Carry out the responsibilities of the Company under the management, operating, leasing and other contractual agreements to which it is a party;

(e)           Prepare and file all necessary reports, statements, tax returns and other documents with local, state, federal, provincial, territorial, or foreign agencies or departments in connection with the Business;

(f)            Procure and maintain insurance;

(g)           Employ, retain and enter into business relationships with, on behalf of the Company, with necessary or appropriate to carry out the business of the Company as shall be designated by the Member; and

(h)           Distribute the cash of the Company as provided in Article V hereof and as directed by the Member.

8.3          Duties of the Chairman. The Chairman shall be responsible for the general care, supervision, control and direction of the business of the Company. The Chairman may call meetings of the Company from time to time. The Chairman may sign with the Secretary, or any other proper Officer of the Company thereunto authorized by the Member, any deeds, mortgages, bonds, contracts, or other instruments which the Member has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Member or by this Agreement to some other Officer or agent of the Company, or shall be required by law to

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be otherwise signed or executed, and in general shall perform all duties incident to the office of Chairman and such other duties as may be prescribed by the Member.

During any period when there shall be a vacancy in the office of Chairman or in the event of the absence or disability of the Chairman, the President shall have the functions, authority and duties provided for the Chairman.

8.4          Duties of the President. The President shall be the principal executive officer of the Company and shall be responsible for the administration and operation of the business and affairs of the Company. The President may sign with the Secretary or any Assistant Secretary, or any other proper Officer of the Company thereunto authorized by the Member, certificates of the Company and any deeds, mortgages, bonds, contracts, or other instruments which the Member has authorized to be executed, except in cases where the execution thereof shall be expressly delegated by the Member or by this Agreement to some other Officer or agent of the Company, or shall be required by law to be otherwise signed or executed, and in general shall perform all duties incident to the office of President and such other duties as may be prescribed by the Member from time to time.

8.5          Duties of the Vice President. The Vice President, if there shall be one, or if there shall be more than one, the Vice Presidents in the order determined by the Member (or if there be no such determination, then in the order of their election), shall, in the absence, disability or refusal to act of the President, perform the duties of the President, and when so acting, shall have all the power of and be subject to all the restrictions upon the President. The Vice President shall also perform such other duties as prescribed by the President or the Member.

8.6          Duties of the Secretary. The Secretary shall: (a) keep the minutes of the meetings of the Member in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of this Agreement or as required by law; (c) be custodian of the Company’s records; (d) keep a register of the post office address of the Member which shall be furnished to the Company by the Member; and (e) in general perform all duties incident to the office of Secretary and such other duties as may be assigned by the Member or the President from time to time.

8.7          Duties of the Treasurer. The Treasurer shall: (a) have charge and custody of and be responsible for all funds and securities of the Company; (b) receive and give receipts of moneys due and payable to the Company from any source whatsoever, and deposit all such moneys not otherwise employed in the name of the Company in such bank, savings and loan association, trust company or other depositories as shall be selected by the Member; and (c) in general perform all the duties incident to the office of Treasurer and such other duties as may be assigned by the Member or the President from time to time. If required by the Member, the Treasurer shall give a bond for the faithful discharge of the Treasurer’s duties in such sum and with such surety or sureties as the Member shall determine.

8.8          Duties of the Assistant Secretary. The Assistant Secretary, or if there be more than one, the Assistant Secretaries in the order determined by the Member (or if there be no such determination, then in the order of their election), shall, in the absence or disability of the

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Secretary, perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as the Member or the President may from time to time prescribe.

8.9          Duties of the Assistant Treasurer. The Assistant Treasurer, or if there shall be more than one, the Assistant Treasurers in the order determined by the Member (or if there shall be no such determination, then in the order of their election), shall, in the absence or disability of the Treasurer, perform the duties and exercise the powers of the Treasurer and shall perform such other duties and have such other powers as the Member or the President may from time to time prescribe.

8.10        Compensation. The Officer(s) of the Company shall receive such compensation, if any, as may be fixed from time to time by the Member. No Officer shall be prevented from receiving such compensation by reason of the fact that such Officer is also a Member.

8.11        Resignations. Any Officer may resign at any time by giving notice to the Member. A resignation of an Officer need not be accepted in order to be effective.

8.12        Removal. Any Officer may be removed, with or without cause, by the Member.

8.13        Vacancies. A vacancy in any office may be filled by the Member.

ARTICLE IX

LIMITATION ON LIABILITY AND INDEMNIFICATION

9.1          Exculpation of Liability. No Member or Officer shall have any liability to the Company for monetary damages for breach of fiduciary duty as a Member or Officer other than (a) for any breach of such Person’s duty of loyalty to the Company or the Member; (b) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; or (c) for any transactions from which such Person derived an improper personal benefit.

9.2          Indemnification and Contribution. The Company shall indemnify, defend and hold harmless the Member and the Officers from and against any claims, causes of action, costs or expenses, including but not limited to reasonable attorneys fees, (“Losses”) asserted against such Person or incurred by such Person in such capacity arising out of such Person’s status as such to the fullest extent permitted by law.

9.3          Payment of Expenses in Advance. Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid out of Company funds in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by the Member or Officer to repay such amount unless it shall ultimately be determined that it is entitled to be indemnified by the Company.

9.4          Provisions Not Exclusive. The exculpation of liability and indemnification provided by this Article IX shall not be deemed exclusive of any other limitation on liability or rights to which those seeking indemnification may be entitled under any statute, agreement, vote of Member or otherwise.

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ARTICLE X

TRANSFER OF MEMBERSHIP INTERESTS

10.1        No Restriction on Transfer. The Member may Transfer its Membership Interest.

10.2        New Member. Any Person, not then a Member, to whom a Membership Interest shall be Transferred in accordance with the provisions of this Article X shall agree in writing to be subject to the terms hereof and shall become a substituted Member hereunder. All reasonable costs and expenses incurred by the Company in connection with any Transfer, and, if applicable, the admission of a Person as a substituted Member, shall be paid by the transferor. If any Membership Interest is Transferred other than in accordance with the provisions hereof and the transferee is not admitted as a substituted Member, such transferee shall be deemed a mere assignee of profits only without any right, power or authority of the Member hereunder and shall bear losses in the same manner as its predecessor in interest; the transferor of such interest shall thereafter be considered to have no further rights or interest in the Company with respect to the interest Transferred, but shall nonetheless be subject to its obligations under this Agreement with respect to such interest. Upon admission of a transferee as a substituted Member, the transferor shall withdraw from the Company, and be relieved of any corresponding obligations, to the extent of its Transferred Membership Interest.

10.3        Terms of Admission of New Member; Creation of Preferred or Special Interests. The Member shall have the right to admit new Members in exchange for property, cash or services on such terms as the Member may determine, and in connection therewith the Member may create series or classes or groups of Members (including the existing Member) having such relative rights, powers and duties as the Member may from time to time establish, including rights, powers and duties senior to the existing Member and may amend Exhibit A hereto to reflect changes in Membership Percentages resulting from the issuance of Membership Interests in exchange for any such property, cash or services or resulting from the redemption of Membership Interests.

ARTICLE XI

DISSOLUTION AND TERMINATION

11.1        Dissolution. The Company shall continue in effect until dissolved upon the first to occur of the following:

(a)           the vote of any Member(s) owning at least two-thirds of the Member’s Percentages to dissolve the Company;

(b)           the entry of a decree of judicial dissolution of the Company under Section 18-802 of the Act;

15

(c)           sale or other disposition of all or substantially all of the Company’s assets; or

(d)           July 1, 2050.

11.2        Accounting. Upon the dissolution of the Company, a proper accounting shall be made of the assets and liabilities of the Company and the Capital Account of the Member as of the date of dissolution and of the items of Net Income and Net Loss from the date of the last previous accounting to the date of dissolution. The Liquidating Trustee shall cause Financial Statements presenting such accounting to be prepared and certified.

11.3        Liquidating Trustee.

(a)           Upon the dissolution of the Company, the affairs of the Company shall be wound up and terminated and the Member shall continue to share Net Income, Net Loss, Distributable Cash and other items of the Company during the winding-up period in accordance with the provisions of Articles IV and V hereof. The winding-up of the affairs of the Company and the distribution of its assets shall be conducted exclusively by the Liquidating Trustee, who is hereby authorized to do all acts authorized by law for these purposes. The Liquidating Trustee, in carrying out such winding-up and distribution, shall have full power and authority to sell, assign, transfer and encumber all or any of the Company assets.

(b)           Upon the completion of the winding-up of the Company and the distribution of all Company assets, the Company shall terminate and the Liquidating Trustee shall have the authority to execute and record any and all other documents required to effectuate the termination of the Company.

(c)           The Liquidating Trustee shall be indemnified and held harmless by the Company from and against any and all claims, liabilities, costs, damages and causes of action of any nature whatsoever arising out of or incidental to the Liquidating Trustee’s taking of or failure to take any action authorized under, or within the scope of, this Agreement; provided, however, that the Liquidating Trustee shall not be entitled to indemnification for:

(i)            matters entirely unrelated to the Liquidating Trustee’s actions under the provisions of this Agreement; or

(ii)           fraud, willful misconduct, self-dealing or criminal activity.

11.4        Liquidating Distribution. In the event of the dissolution of the Company for any reason, the assets of the Company shall be liquidated for distribution in the following rank and order:

(a)           first, to the payment and discharge of all the debts and liabilities in the order of priority as provided by the Act;

16

(b)           second, to the establishment of any necessary reserves to provide for contingent liabilities, if any; and

(c)           third, to the Member in proportion to its Capital Accounts after giving effect to the allocations set forth in Article IV hereof, treating any distribution of property as a sale thereof at fair market value.

Such distributions shall be made on or before a date (the “Final Liquidation Date”) no later than the later to occur of (i) the last day of the taxable year of the Company in which the liquidation of the Company occurs and (ii) 90 days after such liquidation. If the Liquidating Trustee, in its discretion, determines that the distributions will not be timely made, it may distribute all of the assets and liabilities of the Company in trust with the Liquidating Trustee, or such other Person as may be selected by the Liquidating Trustee acting as trustee; the purpose of the trust is to allow the Company to comply with the timing requirements under Regulation Section 1.704¬1(b). The trustees of said trust shall distribute the former Company assets (however constituted, enhanced or otherwise) as promptly as such trustee deems proper and in the same manner as directed in this Section 11.4 (without regard to this sentence or the preceding two sentences) and otherwise as required hereunder. The trust shall be terminated as soon as possible after the trust property is distributed to the beneficiaries thereof.

11.5        Distributions in Kind. Company property distributed in kind shall be transferred and conveyed to the distributees as tenants in common subject to any liabilities attached thereto so as to vest in them undivided interests in the whole of such property in proportion to their respective rights to share in the proceeds of the sale of such property in accordance with this Article XI.

ARTICLE XII

MISCELLANEOUS

12.1        Appointment of Attorney in Fact. The Member is the true and lawful attorney to make, execute, sign, swear to, acknowledge and file in its name, place and stead:

(a)           the Formation Certificate;

(b)           any other certificate or instrument which may be required to be filed by the Company under the laws of the State of Delaware or any other jurisdiction;

(c)           any and all amendments or modifications of this Agreement and/or the instruments described in subparagraphs (a) and (b) of this Section 12.1 permitted by this Agreement, including specifically, but without limitation, amendments reflecting the admission of substituted or additional Members pursuant to Article X (provided that this power shall not entitle the Member to approve of any amendment of this Agreement on behalf of any Member);

17

(d)           all documents and instruments which may be required to effectuate the dissolution and termination of the Company and cancellation of its Formation Certificate, as from time to time amended; and

(e)           such other document or documents or instrument or instruments relating to the Company and in keeping with its stated purpose as may be required under the laws of any state or of the United States or of any other jurisdiction.

This power is coupled with an interest, shall survive and not be affected by the subsequent disability, death, dissolution or incapacity of the Member, and shall be irrevocable unless the attorney-in-fact files a petition in bankruptcy, is dissolved or is indicted for a crime and in any such event this power with respect to such Member shall be automatically revoked.

12.2        Amendment. This Agreement may be modified or amended at any time by written resolution of the Member; provided, that the Member may amend and supplement this Agreement to reflect changes and additions in the members, Membership Percentages and value of Company assets made in accordance with the provisions of this Agreement, including amendments contemplated by Section 10.3 hereof.

12.3        Further Assurances. The Member agrees to execute, acknowledge, deliver, file, record and publish such further certificates, amendments to certificates, instruments and documents, and do such other acts and things as may be required by law, or as may be required to carry out the intent and purposes of this Agreement,

12.4        Notices. All notices, demands, consents, approvals, requests, offers or other communications which any of the parties to this Agreement may desire or shall be required to be given hereunder shall be in writing and shall be given (a) by registered or certified mail, return receipt requested, (b) by personal delivery, (c) delivery via reputable private air freight service, the cost and expense of such delivery to be borne by the sending party, or (d) by electronic communication (telex or facsimile transmission). All notices shall be addressed to the recipient at the address contained on the books of the Company. Any notice sent in compliance with the above provisions shall be deemed delivered and received, except for electronic communications, on the third business day next succeeding the day on which it was sent, or, if sooner, on the actual date received, and, in the case of electronic communications, only on the date the sending party receives acknowledgement of receipt of such notice.

12.5        Governing Law. This Agreement is made pursuant to and shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to the conflict of laws principles thereof.

12.6        Captions. All articles and section headings or captions contained in this Agreement are inserted only as a matter of convenience and for reference and in no way define, limit, extend or describe the scope of this Agreement or the intent of any provision hereof.

12.7        Pronouns. As used herein, all pronouns shall include the masculine, feminine, neuter, singular and plural thereof wherever the context and facts require such construction.

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12.8        Successors and Assigns. This Agreement shall be binding upon the parties hereto and their respective executors, administrators, legal representatives, heirs, successors and assigns, and shall inure to the benefit of the parties hereto, and, except as otherwise herein expressly provided, their respective executors, administrators, legal representatives, successors and assigns.

12.9        Extension not a Waiver. No delay or omission in the exercise of any power, remedy or right herein provided or otherwise available to a party or to the Company shall impair or affect the right of the Member or the Company thereafter to exercise the same.

12.10      Severability. If any provision of this Agreement or application to any party or circumstances shall be determined by any court of competent jurisdiction to be invalid or unenforceable to any extent, the remainder of this Agreement or the application of such provision to such Person or circumstances, other than as to which it is so determined invalid or unenforceable, shall not be affected thereby, and each provision shall be valid and shall be enforced to the fullest extent permitted by law.

12.11      Entire Agreement. This Agreement, and the schedules and exhibits hereto, contain the entire understanding and agreement of the parties hereto relating to the subject matter hereof and all prior agreements relative hereto which are not contained herein.

12.12      Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which, when taken together, shall be deemed one agreement, but no counterpart shall be binding unless an identical counterpart shall have been executed and delivered by each of the other parties hereto.

12.13      No Third Party Beneficiary. The provisions of this Agreement shall be solely for the benefit of the parties hereto and their respective successors and assigns.

REMAINDER OF PAGE INTENTIONALLY BLANK

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12.14      Trustee Liability. When this Agreement is executed by the trustee of any trust, such execution is by the trustee, not individually but solely as trustee in the exercise of and under the power and authority conferred upon and invested in such trustee, and it is expressly understood and agreed that nothing herein contained shall be construed as creating any liability on any such trustee personally to pay any amounts required to be paid hereunder, or perform any covenant, either express or implied, contained herein, all such liability, if any, being expressly waived by the parties hereto by their execution hereof. Any liability shall be only that of such trust to the full extent of its trust estate and shall not be a personal liability of any trustee, grantor or beneficiary thereof.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed on the day and year first above written.

	THE MEMBER:
	HG, INC.
By:	/s/ Harold S. Handelsman
	Name: Harold S. Handelsman
	Title: VP, Secretary & Treasurer

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EXHIBIT A

MEMBER	CAPITAL CONTRIBUTION		MEMBERSHIP PERCENTAGE
HG, INC.	$	1,000	100%

AMENDMENT NO. 1 TO

OPERATING AGREEMENT

OF

HTS-SAN ANTONIO, L.L.C.

THIS AMENDMENT NO. 1 TO OPERATING AGREEMENT OF HTS-SAN ANTONIO, L.L.C. (this “Amendment”) is made and entered into as of June 30, 2004, by and between HTS-SAN ANTONIO, L.L.C., a Delaware limited liability Company (the “Company”), and HYATT CORPORATION, a Delaware corporation (the “Member”), as the sole member of the Company.

WITNESSETH

WHEREAS, the Company was formed under the Delaware Limited Liability Company Act, as amended, and exists pursuant to that certain Operating Agreement of the Company, dated as of May 29, 2002 (the “Operating Agreement”);

WHEREAS, prior hereto the sole member of the Company was HG, Inc. (“HG”), a Delaware corporation;

WHEREAS, concurrently herewith, HG transferred its membership interest in the Company to Hyatt Corporation, a Delaware corporation and wholly-owned subsidiary of HG, pursuant to that certain Assignment and Assumption of Limited Liability Company Membership Interest in HTS-San Antonio, L.L.C. (the “Assignment”);

WHEREAS, the parties hereto desire to amend the Agreement upon the terms and conditions hereinafter set forth to, among other things, reflect that, as a result of the Assignment, the Member is the sole member of the Company.

NOW, THEREFORE, in consideration of the covenants and agreements herein contained and other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged, the Agreement is hereby amended as follows:

1.             Definitions. Capitalized terms used but not defined herein shall have the meanings specified in the Agreement.

2.             Amendment to References. Any reference to “HG, Inc.” in the Agreement, including any reference in Exhibit A attached thereto, is hereby deleted and replaced with “Hyatt Corporation”.

3.             No Other Amendments. Except as specifically amended hereby, the Agreement shall continue in full force and effect as written.

4.             Captions. The paragraph captions used herein are for reference purposes only, and shall not in any way affect the meaning or interpretation of this Amendment.

5.             Governing Law. This Amendment shall be construed in accordance with and governed by the law of the State of Delaware without regard to the conflicts of law principles thereof.

6.             Successors and Assigns. Subject to the other provisions hereof, the provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective permitted successors and assigns.

7.             Illegality and Severability: If application of any one or more of the provisions of this Amendment shall be unlawful under applicable law and regulations, then the parties hereto will attempt in good faith to make such alternative arrangements as may be legally permissible and which carry out as nearly as practicable the terms of this Amendment. Should any portion of this Amendment be deemed unenforceable by a court of competent jurisdiction, the remaining portion hereof shall remain unaffected and be interpreted as if such unenforceable portions were initially deleted.

8.             Entire Agreement. The Agreement, as amended hereby, constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and undertakings, both written and oral, by the parties hereto with respect to the subject matter hereof. All references in the Agreement to “this Agreement”, “hereof”, “hereby” and words of similar import shall refer to the Agreement as amended hereby.

9.             Counterparts. This Amendment may be executed in counterparts, each of which shall be deemed an original and all of which taken together shall constitute one instrument.

Signature page follows.

THE COMPANY:
HTS-SAN ANTONIO, L.L.C.
By:		Hyatt Corporation, its sole member
		By:	/s/ Kirk Rose
			Name: Kirk Rose
			Title: Senior VP-Finance & Treasurer
THE MEMBER:
HYATT CORPORATION
By:	/s/ Kirk Rose
Name: Kirk Rose
Title: Senior VP-Finance & Treasurer

ASSIGNMENT AND ASSUMPTION OF

LIMITED LIABILITY COMPANY MEMBERSHIP INTEREST IN

HTS-SAN ANTONIO, L.L.C.

FOR VALUE RECEIVED, HG, INC., a Delaware corporation (“Assignor”), does hereby transfer, assign, sell, set over, deliver and convey unto HYATT CORPORATION, a Delaware corporation (“Assignee”), and Assignee hereby accepts and assumes from Assignor, (a) all right, title and interest in, to and under Assignor’s limited liability company membership interest in HTS-SAN ANTONIO, L.L.C., a Delaware limited liability company (the “Company”), and (b) all rights and obligations under and pursuant to the Operating Agreement of the Company, dated as of May 29, 2002 (as the same may hereafter be amended from time to time, the “Operating Agreement”). By its execution hereof, Assignee does hereby assume and agree to discharge all liabilities, obligations and duties of Assignor under and pursuant to the Operating Agreement.

Dated: June 30,2004

ASSIGNOR:
HG, INC.
By:	/s/ Harold S. Handelsman
	Name:	Harold S. Handelsman
	Title:	VP & Secretary
ASSIGNEE:
HYATT CORPORATION
By:	/s/ Kirk Rose
	Name:	Kirk Rose
	Title:	Senior VP-Finance & Treasurer

ASSIGNMENT OF LIMITED LIABILITY COMPANY INTEREST

This ASSIGNMENT OF LIMITED LIABILITY COMPANY INTEREST (this “Agreement”) is made and entered into as of this 1st day of October, 2014, by and between HYATT CORPORATION, a Delaware corporation (“Assignor”), and S.O.I. ACQUISITION CORP., a Florida corporation (“Assignee”).

WITNESSETH:

WHEREAS, Assignor and Assignee are parties to that certain Equity Interest Purchase Agreement, dated as of May 6, 2014 (as the same may be amended from time to time, the “Purchase Agreement”), by and among Assignor and HTS-Aspen, L.L.C., a Delaware limited liability company, as “Sellers”, and Assignee and, solely for the purposes of Article V, Section 6.03(a), Section 6.05(b), Section 6.05(c)(iii), Section 11.15 and Article XI thereof (solely as such Article relates to Article V, Section 6.03(a), Section 6.05(b), Section 6.05(c)(iii) and Section 11.15 thereof), Interval Leisure Group, Inc., as “Purchaser Parent”;

WHEREAS, Assignor is the owner of 100% of the limited liability company interests (the “Interest”) in HTS-San Antonio, L.L.C., a Delaware limited liability company (the “Company”);

WHEREAS, pursuant to the Purchase Agreement, Assignor desires to assign, sell, transfer, set over and delegate all of its rights, title, interests and obligations in, to and under the Interest to Assignee; and

WHEREAS, Assignee desires to assume all of Assignor’s right, title, interest and obligations in the Interest.

NOW, THEREFORE, for and in consideration of the premises and the mutual covenants contained herein, and for other good and valuable consideration, the receipt, adequacy and legal sufficiency of which are hereby acknowledged, the parties do hereby agree as follows:.

1.             Assignment and Assumption. Upon the terms, conditions and provisions of the Purchase Agreement, Assignor hereby assigns, sells, transfers, sets over and delegates (collectively, the “Assignment”) to Assignee all of Assignor’s rights, title, benefits, privileges and interests in, to and under, and all of Assignor’s burdens, obligations and liabilities in connection with, the Interest. Upon the terms, conditions and provisions of the Purchase Agreement, Assignee hereby accepts the Assignment and assumes and agrees to observe and perform all of the duties, obligations, terms, provisions and covenants, and to pay and discharge all of the obligations and liabilities of Assignor to be observed, performed, paid or discharged in connection with, the Interest.

2.             Further Action. Each of the parties hereto covenants and agrees, at its own expense, to execute and deliver, at the request of the other party hereto, such further instruments of transfer and assignment and to take such other actions as such other party may reasonably request to more effectively consummate the transactions contemplated by this Agreement.

3.             No Modification of Purchase Agreement. Neither the making nor the acceptance of this sale, conveyance, assignment and transfer shall enlarge, restrict or otherwise modify the terms of the Purchase Agreement or constitute a waiver or release by any party to the Purchase Agreement of any obligations or liabilities imposed thereby.

4.             Counterparts. This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each party and delivered to the other party: The exchange of a fully executed Agreement (in counterparts or otherwise) by facsimile or by electronic delivery in PDF format shall be sufficient to bind the parties to the terms and conditions of this Agreement.

5.             Entire Agreement. This Agreement, the Purchase Agreement (together with the Disclosure Schedules (as defined in the Purchase Agreement) and the exhibits and schedules thereto) and the other Transaction Documents (as defined in the Purchase Agreement) (together with the exhibits and schedules thereto) contain the entire agreement between the parties with respect to the subject matter hereof and supersede all prior agreements, written or oral, with respect thereto. In the event of a conflict or inconsistency between the terms of the Purchase Agreement and the terms hereof, the terms of the Purchase Agreement shall govern.

6.             GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF DELAWARE, WITHOUT REGARD TO ITS CONFLICT OF LAWS PRINCIPLES.

7.             WAIVER OF JURY TRIAL. EACH PARTY HEREBY AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE PURCHASE AGREEMENT AND ANY OF THE .TRANSACTION DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

Signature page follows.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

ASSIGNOR:

HYATT CORPORATION,

a Delaware corporation

By:	/s/ Brian Karaba
	Brian Karaba
	Senior Vice President and Treasurer

ASSIGNEE:

S.O.I. ACQUISITION CORP.,

a Florida corporation

By:	/s/ Victoria J. Kincke
	Name: Victoria J. Kincke
	Title: Senior Vice President and Secretary

[Signature Page to Assignment of Limited Liability Company Interest — HTS-San Antonio, L.L.C.]

EX-3.66

Exhibit 3.66

STATE OF DELAWARE
CERTIFICATE OF LIMITED PARTNERSHIP

·The Undersigned, desiring to form a limited partnership pursuant to the Delaware Revised Uniform Limited Partnership Act 6 Delaware Code, Chapter 17, do hereby certify as follows:

·First:  The name of the limited partnership is

 HTS-San Antonio, L.P.

·Second:  The name and address of the Registered Agent is

 Corporation Service Company

 2711 Centerville Road, Suite 400, Wilmington DE 19808

·Third:  The name and mailing address of each general partner is as follows:

 HTS-San Antonio, Inc.

 200 West Madison, 41st Floor

 Chicago, IL 60606

·In Witness Whereof, the undersigned has executed this Certificate of Limited Partnership of HTS-San Antonio, L.P. as of May 29, 2002.

	BY:	HTS-San Antonio, Inc.
		(General Partner)
NAME:	/s/ Harold S. Handlesman
	(Type or Print)
	Harold S. Handelsman, VP, Secy. & Treasurer

EX-3.67

Exhibit 3.67

AGREEMENT OF LIMITED PARTNERSHIP

OF

HTS-SAN ANTONIO, L.P.

TABLE OF CONTENTS

Article 1	Definitions; Etc.	3
1.1	Definitions	3
1.2	Exhibit, Etc.	7
Article 2	Formation of Partnership	8
2.1	Formation of Partnership	8
2.2	Documents	8
2.3	Name	8
2.4	Character of the Business	8
2.5	Location of the Principal Place of Business	8
2.6	Registered Agent and Registered Office	8
Article 3	Term	9
3.1	Commencement	9
3.2	Dissolution	9
Article 4	Contributions to Capital	9
4.1	Capital Contributions	9
4.2	Additional Contributions	9
4.3	No Third Party Beneficiary	9
4.4	No Interest; No Return	10
Article 5	Allocations of Net Income and Net Loss, Etc.	10
5.1	Allocation of Net Income and Net Loss.	10
5.2	Special Allocations.	10
5.3	Curative Allocations	12
5.4	Other Allocation Rules	12
5.5	Tax Allocations	12
Article 6	Distributions	13
Article 7	Records, Reports and Accounting	13
7.1	Books of Account	13
7.2	Annual Statements	14
Article 8	Rights, Duties and Restrictions of the General Partner	14
8.1	Powers and Duties of General Partner	14
8.2	Duties and Conflicts	17
8.3	Authority of the General Partner	17
8.4	Additional Partners	18
8.5	Waiver and Indemnification	18
8.6	Tax Matters Partner	18

Article 9	Dissolution, Liquidation and Winding-Up	18
9.1	Accounting	19
9.2	Distribution on Dissolution	19
9.3	No Obligation to Restore Deficit Capital Account Balance	20
9.4	Sale of Partnership Assets	20
Article 10	Transfer of Partnership Interests	20
10.1	Restriction on Transfer	20
10.2	Substituted Limited Partners	21
Article 11	Rights and Obligations of the Limited Partner	21
11.1	No Participation in Management	21
11.2	Bankruptcy, Death, Dissolution or Termination of the Limited Partner	21
Article 12	General Provisions	22
12.1	Notices	22
12.2	Waiver of Right of Partition	22
12.3	Successors	22
12.4	Effect and Interpretation	22
12.5	Counterparts	23
12.6	Partners Not Agents	23
12.7	Entire Understanding	23
12.8	Severability	23
12.9	Assurances	23

2

AGREEMENT OF LIMITED PARTNERSHIP
OF
HTS-SAN ANTONIO, L.P.

THIS AGREEMENT OF LIMITED PARTNERSHIP is made and entered into as of the 11th day of June, 2002, by and between the undersigned parties.

RECITALS

WHEREAS, HTS-San Antonio, Inc., a Delaware corporation (“GP”), and HTS-San Antonio, L.L.C., a Delaware limited liability company (“LP”) desire to form a Delaware limited partnership known as HTS-San Antonio, L.P. (the “Partnership”); and

WHEREAS, the parties hereto desire to provide herein for the formation of the Partnership and otherwise to set forth herein their understandings regarding the Partnership.

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged, the parties do hereby agree as follows:

Article 1

Definitions; Etc.

1.1Definitions. Except as otherwise herein expressly provided, the following terms and phrases shall have the meanings set forth below:

“Act” shall mean the Delaware Revised Uniform Limited Partnership Act, as the same may be amended from time to time.

“Adjusted Capital Account Deficit” shall mean, with respect to any Partner, the deficit balance, if any, in such Partner’s Capital Account as of the end of any relevant fiscal year and after giving effect to the following adjustments:

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(a)credit to such Capital Account any amounts which such Partner is obligated or treated as obligated to restore with respect to any deficit balance in such Capital Account pursuant to Section 1.704-1(b)(2)(ii)(c) of the Regulations, or is deemed to be obligated to restore with respect to any deficit balance pursuant to the penultimate sentences of Sections 1.704-2(g)(1) and 1.704-2(i)(5) of the Regulations; and

(b)debit to such Capital Account the items described in Sections 1.704-1(b)(2)(ii)(d)(4), (5) and (6) of the Regulations.

The foregoing definition of Adjusted Capital Account Deficit is intended to comply with the requirements of the alternate test for economic effect contained in Section 1.704-1(b)(2)(ii)(d) of the Regulations and shall be interpreted consistently therewith.

“Affiliate” shall mean, with respect to each Partner, any Person that, directly or indirectly, controls, is controlled by, or is under common control with the subject Partner, where “control” means ownership of fifty percent (50%) or more of the outstanding securities of the subject Partner.

“Agreement” shall mean this Agreement of Limited Partnership, as the same may hereafter be amended, modified, supplemented or restated from time to time, as the context requires.

“Capital Account” shall mean, with respect to any Partner, the separate “book” account which the Partnership shall establish and maintain for such Partner in accordance with Section 704(b) of the Code and Section 1.704-1(b)(2)(iv) of the Regulations and such other provisions of Section 1.704-1(b) of the Regulations that must be complied with in order for the Capital Accounts to be determined in accordance with the provisions of said Regulations.  In furtherance of the foregoing, the Capital Accounts shall be maintained in compliance with Section 1.704-1(b)(2)(iv) of the Regulations; and the provisions hereof shall be interpreted and applied in a manner consistent therewith. In the event that a Partnership Interest is transferred in accordance with the terms of this Agreement, the Capital Account, at the time of the transfer, of the transferor attributable to the transferred interest shall carry over to the transferee.

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“Capital Contribution” means, with respect to any Partner, the amount of money and the initial fair market value of any property (less the amount of indebtedness, if any, of such Partner which is assumed by the Partnership and/or the amount of indebtedness, if any, to which such property is subject, as of the date of contribution) actually contributed to the Partnership by such Partner as well as any additional contributions actually made or deemed made by a Partner.

“Cash Flow” shall mean, with respect to any fiscal period, (a) all cash receipts of the Partnership received from any source (excluding Capital Contributions) during such period less (b) cash expended for Partnership debts and expenses (including, without limitation, capital expenditures and interest and principal payments on any indebtedness but excluding interest and principal payments on Partner Loans) and reasonable operating and replacement reserves for such fiscal period, all as determined in the sole and absolute discretion of the General Partner to be reasonably necessary in the conduct of the Partnership’s business; provided, however, reserves previously set aside, shall, where and to the extent the General Partner no longer regards such reserves as necessary, be considered cash revenues of the Partnership as of the time of such determination.

“Certificate” shall mean the Certificate of Limited Partnership of the Partnership, as the same may be amended from time to time.

“Code” shall mean the Internal Revenue Code of 1986, as amended.

“General Partner” shall mean GP, its duly admitted successors and assigns, or any Person who is a general partner at the time of reference thereto.

“Limited Partner” shall mean LP, its duly admitted successors and assigns, or any Person who is a limited partner at the time of reference thereto.

“Liquidating Trustee” shall mean such individual as is selected by the General Partner with the written approval of the Limited Partner, which individual may include an affiliate of the

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General Partner. The Liquidating Trustee shall be empowered to give and receive notices, reports and payments in connection with the dissolution, liquidation and/or winding-up of the Partnership, and shall hold and exercise such other rights and powers as are necessary or required to permit all parties to deal with the Liquidating Trustee in connection with the dissolution, liquidation and/or winding-up of the Partnership.

“Net Income” or “Net Loss” shall mean, for each fiscal year or other applicable period, an amount equal to the Partnership’s net taxable income or loss for such year or period determined in accordance with Section 703(a) of the Code (for this purpose, all items of income, gain, loss or deduction required to be stated separately pursuant to Section 703(a) of the Code shall be included in taxable income or loss), with the following adjustments: (a) by including as an item of gross income any tax-exempt income received by the Partnership and (b) by treating as a deductible expense any expenditure of the Partnership described in Section 705(a)(2)(B) of the Code (including amounts paid or incurred to organize the Partnership (unless an election is made pursuant to Code Section 709(b)) or to promote the sale of interests in the Partnership and by treating deductions for any losses incurred in connection with the sale or exchange of Partnership property disallowed pursuant to Section 267(a)(1) or Section 707(b) of the Code as expenditures described in Section 705(a)(2)(B) of the Code).

“Nonrecourse Deductions” shall, for a Partnership fiscal year, mean and refer to the net decrease in the amount of Partnership Minimum Gain during such Partnership fiscal year, and less the aggregate amount of any distributions (whether actual or deemed) during such fiscal year of proceeds of Nonrecourse Liabilities (other than Partner Nonrecourse Deductions) that are allowable as an increase in Partnership Minimum Gain, determined in accordance with Section 1.704-2(b)(1) and (c)(2) of the Regulations.

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“Nonrecourse Liabilities” shall have the meaning ascribed to it in Section 1.704-2(b)(3) of the Regulations.

“Partner Nonrecourse Deductions” shall have the meaning set forth in Section 1.704-2(i)(2) of the Regulations.

“Partners” shall mean the General Partner and the Limited Partner, their duly admitted successors or assigns, or any Person who is a partner at the time of reference thereto.

“Partnership” shall have the meaning set forth in the recitals.

“Partnership Interest” shall have the meaning ascribed to it in Section 10.1 hereof.

“Partnership Minimum Gain” shall have the meaning set forth in Section 1.704-2(b)(2) of the Regulations.

“Percentage Interest” shall mean, with respect to each Partner, the percentage interest of such Partner in the Partnership as set forth opposite its respective name under the heading “Percentage Interest” on Schedule A.

“Person” shall mean any individual, partnership, corporation, trust, business association or other entity.

“Regulations” means the final, temporary or proposed Income Tax Regulations promulgated under the Code, as such regulations may be amended from time to time (including corresponding provisions of succeeding regulations).

“Substituted Limited Partner” shall have the meaning set forth in Section 10.1 hereof.

1.2Exhibit, Etc. References to an “Exhibit” or a “Schedule” are, unless otherwise specified, to one of the Exhibits or Schedules attached to this Agreement, and references to an “Article” or a “Section” are, unless otherwise specified, to one of the Articles or Sections of this Agreement.

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Article 2

Formation of Partnership

2.1Formation of Partnership. The Partners do hereby agree to form and are hereby forming the Partnership as a limited partnership under and pursuant to the provisions of the Act and all other pertinent laws of the State of Delaware for the purposes and upon the terms and conditions hereinafter set forth. The Partners agree that the rights and liabilities of the Partners shall be as provided in the Act except as otherwise herein expressly provided.

2.2Documents. The Partnership shall cause such notices, instruments, documents or certificates as may be required by applicable law and which may be necessary to enable the Partnership to conduct its business and to own its properties in the Partnership name to be filed or recorded in all appropriate public offices.

2.3Name. The business of the Partnership shall be conducted under the name of “HTS-San Antonio, L.P.” or such other name as the General Partner may select.

2.4Character of the Business. The purpose of the Partnership shall be to own, develop, operate, finance, sell and otherwise deal with real and personal property and to engage in one or more other businesses as are permissible under the Act. The Partnership shall have all powers necessary or desirable to accomplish these purposes.

2.5Location of the Principal Place of Business. The location of the principal place of business of the Partnership shall be at 200 West Madison, Chicago, Illinois 60606, or such other location as shall be selected from time to time by the General Partner in its sole discretion.

2.6Registered Agent and Registered Office. The Registered Agent of the Partnership shall be Corporation Service Company or such other Person as the General Partner may select in its sole discretion. The Registered Office of the Partnership shall be 2711 Centerville

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Road, Suite 400, Wilmington, Delaware 19808, or such other location as the General Partner may select in its sole and absolute discretion.

Article 3

Term

3.1Commencement. The Partnership is commencing business on the date hereof.

3.2Dissolution. The Partnership shall continue until dissolved upon the occurrence of the earliest of the following events:

(a)The dissolution, termination, removal or bankruptcy of the General Partner;

(b)The affirmative decision of the General Partner and the Limited Partner during the term of the Partnership to terminate the Partnership;

(c)Dissolution required by operation of law; or

(d)December 31, 2051.

Article 4

Contributions to Capital

4.1Capital Contributions. The Partners have contributed the cash and/or property to the Partnership as is set forth on the books and records of the Partnership.

4.2Additional Contributions. The Partners shall not be obligated to contribute any additional amounts to the Partnership.

4.3No Third Party Beneficiary. No creditor or other third party having dealings with the Partnership shall have the right to enforce the right or obligation of any Partner to make Capital Contributions or to pursue any other right or remedy hereunder or at law or in equity, it being understood and agreed that the provisions of this Agreement shall be solely for the benefit of, and may be enforced solely by, the parties hereto and their respective successors and assigns.

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4.4No Interest; No Return.  No Partner shall be entitled to interest on any Capital Contribution to the Partnership or on such Partner’s Capital Account. Except as provided herein or by law, no Partner shall have any right to demand or receive the return of its Capital Contribution to the Partnership.

Article 5

Allocations of Net Income and Net Loss, Etc.

5.1Allocation of Net Income and Net Loss.

(a)Net Income. After giving effect to the allocations set forth in Sections 5.2 and 5.3 and except as otherwise provided herein, Net Income for any fiscal year or other applicable period shall be allocated in the following order and priority:

(i)first, to the Partners, pro rata, until the aggregate of Net Income allocated to them pursuant to this Section 5.1(a)(i) for such fiscal year and all prior fiscal years is equal to the aggregate amount of Net Loss allocated to them pursuant to Section 5.1(b)(ii); and

(ii)the balance, if any to the Partners in accordance with their Percentage Interests.

(b)Net Loss. After giving effect to the allocations set forth in Sections 5.2 and 5.3 and except as otherwise provided herein, Net. Loss of the Partnership for each fiscal year or other applicable period shall be allocated as follows:

(i)Net Loss of the Partnership for each fiscal year shall be allocated to the Partners in accordance with their respective Percentage Interests;

(ii)Notwithstanding Section 5.1(b)(i) above, to the extent any Net Loss allocated to a Partner under Section 5.1(b)(i) would cause such Partner to have an Adjusted Capital Account Deficit as of the end of the fiscal year to which such Net Loss relates, such Net Loss shall be allocated to the other Partner.

5.2Special Allocations.

Notwithstanding any provisions of Section 5.1, the following special allocations shall be made in the following order:

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(a)Minimum Gain Chargeback (Nonrecourse Liabilities). If there is a net decrease in Partnership Minimum Gain for any Partnership fiscal year (except as a result of the conversion or refinancing of any Nonrecourse Liabilities, certain capital contributions, or a revaluation of the Partnership property as further outlined in Regulation Section 1.704-2(d)(4), (f)(2), or (f)(3)), each Partner shall be specially allocated items of Partnership income and gain for such year (and, if necessary, subsequent years) in an amount equal to that Partner’s share of the net decrease in Partnership Minimum Gain. The items to be so allocated shall be determined in accordance with Regulation Section 1.704-2(f). This Section 5.2(a) is intended to comply with the minimum gain chargeback requirement in said section of the Regulations and shall be interpreted consistently therewith. Allocations pursuant to this paragraph shall be made in proportion to the respective amounts required to be allocated to each Partner pursuant hereto.

(b)Minimum Gain Attributable to Partner Nonrecourse Debt. If there is a net decrease in Minimum Gain Attributable to Partner Nonrecourse Debt during any fiscal year (other than due to the conversion, refinancing or other change in the debt instrument causing it to become partially or wholly non-recourse, certain capital contributions, or certain revaluations of Partnership property as further outlined in Regulation Section 1.704-2(i)(4)), each Partner shall be specially allocated items of Partnership income and gain for such year (and, if necessary, subsequent years) in an amount equal to that Partner’s share of the net decrease in the Minimum Gain Attributable to Partner Nonrecourse Debt. The items to be so allocated shall be determined in accordance with Regulation Section 1.704-2(i)(4) and (j)(2). This Section 5.2(b) is intended to comply with the minimum gain chargeback requirement with respect to Partner Nonrecourse Debt contained in said section of the Regulations and shall be interpreted consistently therewith. Allocations pursuant to this paragraph shall be made in proportion to the respective amounts required to be allocated to each Partner pursuant hereto.

(c)Qualified Income Offset. In the event that a Partner unexpectedly receives any adjustments, allocations or distributions described in Regulation Section 1.704-1(b)(2)(ii)(d)(4), (5), or (6), and the Partner has an Adjusted Capital Account Deficit, items of Partnership income and gain shall be specially allocated to such Partner in an amount and manner sufficient to eliminate the Adjusted Capital Account Deficit as quickly as possible. This Section 5.2(c) is intended to constitute a “qualified income offset” under Regulation Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith.

(d)Nonrecourse Deductions. Nonrecourse Deductions for any fiscal year or other applicable period shall be specially allocated to the Partners in accordance with their respective Percentage Interests.

(e)Partner Nonrecourse Deductions. Partner Nonrecourse Deductions for any fiscal year or other applicable period shall be specially allocated to the Partner that bears the economic risk of loss for the debt (i.e., the partner nonrecourse debt) in respect of which such Partner Nonrecourse Deductions are attributable (as determined under Regulation Section 1.704-2(b)(4) and (i)(1).

(f)Section 754 Basis Adjustments. To the extent an adjustment to the adjusted tax basis of any Partnership asset pursuant to Sections 732, 734 or 743 of the Code is required, pursuant to Regulation Section 1.704-1(b)(2)(iv)(m), to be taken into account in determining Capital Accounts,

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the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such gain or loss shall be specially allocated to the Partners in a manner consistent with the manner in which their Capital Accounts are required to be adjusted pursuant to said section of the Regulations.

5.3Curative Allocations. Notwithstanding any other provisions of this Article V to the contrary (other than the Regulatory Allocations, as defined below, and Section 5.5 hereof), the allocations (the “Regulatory Allocations”) set forth in Section 5.2 (save subparagraphs (d) and (f)) shall be taken into account in allocating other items of income, gain, loss, and deduction among the Partners so that, to the extent possible, the cumulative net amount of allocations of Partnership items under this Article V shall be equal to the net amount that would have been allocated to each Partner if the Regulatory Allocations had not occurred. This Section 5.3 is intended to minimize to the extent possible and to the extent necessary any economic distortions which may result from application of Section 1.704-1(b) of the Regulations and shall be interpreted in a manner consistent therewith.

5.4Other Allocation Rules. Except as otherwise provided in this Agreement, all items of Partnership income, gain, loss, deduction, and any other allocations for any fiscal year or other applicable period shall be divided among the Partners in the same proportions as they share Net Income or Net Loss, as the case may be, for the year.

5.5Tax Allocations.

(a)Generally. Subject to paragraphs (b) and (c) hereof, items of income, gain, loss, deduction and credit to be allocated for income tax purposes (collectively, “Tax Items”) shall be allocated among the Partners on the same basis as the respective book items.

(b)Sections 1245/1250 Recapture. If any portion of gain from the sale of property is treated as gain which is ordinary income by virtue of the application of Code Sections 1245 or 1250 (“Affected Gain”), then (A) such Affected Gain shall be allocated among the Partners in the same proportion that the depreciation and amortization deductions giving rise to the Affected Gain were allocated and (B) other Tax Items of gain of the same character that would have been recognized, but

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for the application of Code Sections 1245 and/or 1250, shall be allocated away from those Partners who are allocated Affected Gain pursuant to Clause (A) so that, to the extent possible, the other Partners are allocated the same amount, and type, of capital gain that would have been allocated to them had Code Sections 1245 and/or 1250 not applied. For purposes hereof, in order to determine the proportionate allocations of depreciation and amortization deductions for each fiscal year or other applicable period, such deductions shall be deemed allocated on the same basis as Net Income and Net Loss for such respective period.

(c)Allocations Respecting Section 704(c) and Revaluations: Curative Allocations Resulting from the Ceiling Rule. Notwithstanding paragraph (b) hereof, Tax Items with respect to Partnership property that is subject to Code Section 704(c) and/or Regulation Section 1.704-1(b)(2)(iv)(f) (collectively “Section 704(c) Tax Items”) shall, to the extent so required, be allocated in accordance with said Code section and/or Regulation Section 1.704-1(b)(4)(i), as the case may be. The allocation of Tax Items shall be subject to the ceiling rule stated in Regulation Section 1.704-1(c)(2)(i). The General Partner is authorized to specially allocate Tax Items (other than the Section 704(c) Tax Items) to cure for the effect of the ceiling rule.

Article 6

Distributions

Subject to the provisions of Section 9.2 hereof respecting distributions on the dissolution of the Partnership, the Cash Flow of the Partnership shall be distributed to the Partners, at such times as shall be determined in the sole and absolute discretion of the General Partner, pro rata in accordance with their Percentage Interests.

Article 7

Records, Reports and Accounting

7.1Books of Account. At all times during the continuance of the Partnership, the General Partner shall cause proper and true books of account to be kept, such books of account to be of the types usually kept by Persons engaged in a business of a like kind and character. In addition, the Partnership shall keep all records as required to be kept pursuant to the Act. The books and records of account shall be kept at the principal office of the Partnership, and each

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Partner shall at all reasonable times have access to such books and records and the right to inspect the same.

7.2Annual Statements. The Partnership’s books of account shall be closed promptly after the end of each fiscal year. Promptly thereafter, a written report shall be made to each Partner by the General Partner, which may include a balance sheet of the Partnership as of the end of such year, a statement of income and expenses for such year, a statement of Partners’ Capital Accounts and such statements with respect to the status of the Partnership and allocation of Net Income or Net Loss and distributions thereof as shall be necessary to advise all Partners properly about their investment in the Partnership for federal income tax reporting purposes.

Article 8

Rights, Duties and Restrictions of the General Partner

8.1Powers and Duties of General Partner. The General Partner shall be responsible for the management of the Partnership’s business and affairs and shall devote such time and effort to the Partnership as it shall deem reasonably necessary. Except as otherwise herein expressly provided, the General Partner shall have, and is hereby granted, full and complete power, authority and discretion to take such action for and on behalf of the Partnership and in its name as the General Partner shall, in its sole and absolute discretion, deem necessary or appropriate to carry out the purposes for which the Partnership was organized, including, but not limited to, the following:

(a)To manage, control, invest, reinvest, acquire by purchase, lease or otherwise, sell, contract to purchase or sell, grant, obtain, or exercise options to purchase, options to sell or conversion rights, assign, transfer, convey, deliver, endorse, exchange, pledge, mortgage, abandon, improve, repair, maintain, insure, lease for any term and otherwise deal with any and all real property of whatsoever kind and nature, and wheresoever situated, in furtherance of the purposes of the Partnership;

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(b)To acquire real estate of any kind and of any type, and any and all kinds of interests therein, and to determine the manner in which title thereto is to be held; to manage, insure against loss, protect and subdivide any of the real estate, interests therein or parts thereof; to improve develop or redevelop any such real estate; to participate in the ownership and development of any property; to dedicate for public use, to vacate any subdivisions or parts thereof, to resubdivide, to contract to sell, to grant options to purchase, to sell on any terms; to convey, mortgage, pledge or otherwise encumber said property, or any part thereof; to lease said property or any part thereof from time to time, upon any terms and for any period of time, and to renew or extend leases, to amend, change or modify the terms and provisions of any leases and to grant options to lease and options to renew leases and options to purchase; to partition or to exchange said real property, or any part thereof, for other real or personal property; to grant easements or charges of any kind; to release, convey or assign any right, title or interest in or about or easement appurtenant to said property or any part thereof; to construct and reconstruct, remodel, alter, repair, add to or take from buildings on said premises; to insure any person having an interest in or responsibility for the care, management or repair of such property; to direct the trustee of any land trust to mortgage, lease, convey or contract to convey the real estate held in such land trust or to execute and deliver deeds, mortgages, notes, and any and all documents pertaining to the property subject to such land trust or in any matter regarding such trust; and to execute assignments of all or any part of the beneficial interest in such land trust;

(c)To employ, engage or contract with or dismiss from employment or engagement persons deemed necessary by the General Partner for the operation and management of the Partnership business, including but not limited to, contractors, subcontractors, engineers, architects, surveyors, mechanics, consultants, accountants, attorneys, insurance brokers, real estate brokers and others;

(d)To enter into and/or assume contracts on behalf of the Partnership;

(e)To borrow money, procure loans and advances from any person for Partnership purposes, and to apply for and secure, from any person, credit or accommodations; to contract liabilities and obligations, direct or contingent and of every kind and nature with or without security; and to repay, discharge, settle, adjust, compromise, or liquidate any such loan, advance, credit, obligation or liability;

(f)To pledge, hypothecate, mortgage, assign, deposit, deliver, enter into sale and leaseback arrangements or otherwise give as security or as additional or substitute security, or for sale or other disposition any and all Partnership property, tangible or intangible, including, but not limited to, real estate and beneficial interests in land trusts, and to make substitutions thereof, and to receive any proceeds thereof upon the release or surrender thereof; to sign, execute and deliver any and all assignments, deeds and other contracts and instruments in writing; to authorize, give, make, procure, accept and receive moneys, payments,

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property, notices, demands, vouchers, receipts, releases, compromises and adjustments; to waive notices, demands, protests and authorize and execute waivers of every kind and nature; to enter into, make, execute, deliver and receive written agreements, undertakings and instruments of every kind and nature; to give oral instructions and make oral agreements; and generally to do any and all other acts and things incidental to any of the foregoing or with reference to any dealings or transactions which any attorney may deem necessary, proper or advisable;

(g)To acquire and enter into any contract of insurance which the General Partner deems necessary or appropriate for the protection of the Partnership, for the conservation of the Partnership’s assets or for any purpose convenient or beneficial to the Partnership;

(h)To conduct any and all banking transactions on behalf of the Partnership to adjust and settle checking, savings, and other accounts with such institutions as the General Partner shall deem appropriate; to draw, sign, execute, accept, endorse, guarantee, deliver, receive and pay any checks, drafts, bills of exchange, acceptances, notes, obligations, undertakings and other instruments for or relating to the payment, of money in, into, or from any account in the Partnership’s name; to execute, procure, consent to and authorize extensions and renewals of the same; and to make deposits and withdraw the same and to negotiate or discount commercial paper, acceptances, negotiable instruments, bills of exchange and dollar drafts;

(i)To demand, sue for, receive, and otherwise take steps to collect or recover all debts, rents, proceeds, interests, dividends, goods, chattels, income from property, damages and all other property, to which the Partnership may be entitled or which are or may become due the Partnership from any person or organization; to commence, prosecute or enforce, or to defend, answer or oppose, contest and abandon all legal proceedings in which the Partnership is or may hereafter be interested; and to settle, compromise or submit to arbitration any accounts, debts, claims, disputes and matters which may arise between the Partnership and any other person or organization and to grant an extension of time for the payment or satisfaction thereof on any terms, with or without security;

(j)To make arrangements for financing, including the taking of all action deemed necessary or appropriate by the General Partner to cause any approved loans to be closed;

(k)To take all reasonable measures necessary to insure compliance by the Partnership with applicable arrangements, and other contractual obligations and arrangements entered into by the Partnership from time to time in accordance with the provisions of this Agreement, including periodic reports as required to lenders and using all due diligence to insure that the Partnership is in compliance with its contractual obligations;

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(l)To maintain the Partnership’s books and records;

(m)To prepare budgets and forecasts with respect to the cash needs of the Partnership;

(n)To prepare and deliver, or cause to be prepared and delivered by the Partnership’s accountants, (i) all financial and other reports with respect to the operations of the Partnership and (ii) all Federal and state tax returns and reports; and

(o)To pay all expenditures of the Partnership and to invest the funds of the Partnership in such interest bearing or non-interest bearing accounts, including, without limitation, checking and savings accounts, certificates of deposit and time or demand deposits in such institutions, or in other safe and liquid investments as the General Partner shall deem appropriate.

8.2Duties and Conflicts. The General Partner shall devote such time and efforts to the business and activities of the Partnership as the General Partner shall deem reasonably necessary to promote adequately the interests of the Partnership and the Partners. Each Partner recognizes that each other Partner has or may have other business interests, activities and investments, some of which may be in conflict or competition with the business of the Partnership, and that each Partner is entitled to carry on such other business interests, activities and investments. Each Partner may engage in any activities, whether or not competitive with the Partnership, without any obligation to offer any interest in such activities to the Partnership or to any Partner.

8.3Authority of the General Partner. Nothing herein contained shall impose any obligation on any Person or firm doing business with the Partnership to inquire as to whether or not the General Partner has properly exercised its authority in executing any instrument on behalf of the Partnership, and any such third Person shall be fully protected in relying upon such authority.

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8.4          Additional Partners. Additional partners may be admitted to the Partnership only with the prior written consent of all Partners.

8.5          Waiver and Indemnification. Neither the General Partner nor any Person acting  on its behalf, pursuant hereto, shall be liable, responsible or accountable in damages or otherwise to the Partnership or to any Partner for any acts or omissions performed or omitted to be performed by them within the scope of the authority conferred upon the General Partner by this Agreement and the Act provided that the General Partner’s conduct or omission to act was taken in good faith and in the belief that such conduct or omission was in the best interests of the Partnership and, provided further, that the General Partner shall not be guilty of fraud, willful misconduct or gross negligence. The Partnership shall, and hereby does, indemnify and hold harmless the General Partner and its affiliates and any individual acting on their behalf from any loss, damage, claim or liability including, but not limited to, reasonable attorneys’ fees and expenses incurred by them by reason of any act performed by them in accordance with the standards set forth above or in enforcing the provisions of this indemnity; provided, however, no Partner shall have any personal liability with respect to the foregoing indemnification liabilities, any such indemnification to be satisfied solely out of the assets of the Partnership, it being understood and agreed that a deficit balance in the Capital Account of a Partner shall not be deemed an asset of the Partnership for purposes hereof.

8.6          Tax Matters Partner. The General Partner is hereby designated as the Tax Matters Partner of the Partnership under Subchapter C of Chapter 63 as contained in subtitle F of the Code, and as such is herein referred to as the “Tax Matters Partner.” All elections permitted to be made by the Partnership under the Code shall be made in the discretion of the Tax Matters Partner.

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Article 9

Dissolution, Liquidation and Winding-Up

9.1          Accounting. In the event of the dissolution, liquidation and winding-up of the Partnership, a proper accounting (which need not be certified) shall be made of the Capital Account of each Partner and of the Net Income or Net Loss of the Partnership from the date of the last previous accounting to the date of dissolution.

9.2          Distribution on Dissolution. In the event of the dissolution and liquidation of the Partnership for any reason, the assets of the Partnership shall be liquidated for distribution in the following rank and order:

(a)           Payment of creditors of the Partnership (other than Partners) in the order of priority as provided by law;

(b)           Establishment of reserves to provide for contingent liabilities, if any;

(c)           Payment of debts of the Partnership to Partners, if any, in the order of priority provided by law; and

(d)           To the Partners in accordance with their respective positive Capital Account balances, as determined after taking into account all Capital Account adjustments for the Partnership taxable year during which such liquidation occurs (other than those made pursuant to Sections 1.704-1(b)(2)(ii)(b)(2) and (3) of the Regulations), such distributions to be made by the end of such taxable year (or, if later, within ninety (90) days after the date of such liquidation).

Whenever the Liquidating Trustee reasonably determines that any reserves established pursuant to subsection (b) above are in excess of the reasonable requirements of the Partnership, the amount determined to be excess shall be distributed to the Partners in accordance with the provisions of this Section 9.2.

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9.3          No Obligation to Restore Deficit Capital Account Balance. No Partner shall have an obligation to restore a deficit balance in its Capital Account at dissolution and termination of the Partnership or at any other time.

9.4          Sale of Partnership Assets. To the extent that it is required to pay or provide for payment of Partnership debts, the Liquidating Trustee may, without the consent of the Partners, sell Partnership property. The Liquidating Trustee shall in good faith solicit bids from unrelated third parties and obtain independent appraisals before making any sale that has not been consented to by all of the Partners. Subject to the foregoing, all sales, leases, encumbrances or transfers of Partnership assets shall be made by the Liquidating Trustee solely on an “arms-length” basis and on the best price, terms and conditions reasonably available at the time and under the circumstances.

Article 10

Transfer of Partnership Interests

10.1        Restriction on Transfer. Except to the extent permitted by this Article X or as otherwise provided herein, no Partner may sell, assign, pledge, encumber or otherwise dispose of all or any portion of his or its interest in the Partnership (the “Partnership Interest”) without, in the case of a transfer by the Limited Partner, the prior written consent of the General Partner, and, in the case of a transfer by the General Partner, the prior written consent of the Limited Partner. Upon the transfer of a Partnership Interest in accordance with the provisions of this Section 10.1, the transferee Partner, in the case of a transferee General Partner, shall become vested with the powers and rights of the transferor General Partner once such transferee has executed such instruments as may be necessary to effectuate such admission and to confirm the agreement of such transferee to be bound by all the terms and provisions of this Agreement with respect to the Partnership Interest

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so acquired, and, in the case of a transferee Limited Partner, shall become a substituted limited partner entitled to all the rights and benefits of the transferee under this Agreement (the “Substituted Limited Partner”) only in accordance with the provisions of Section 10.2 hereof. Notwithstanding anything to the contrary in this Agreement, each Partner reserves the right to sell, assign, pledge, encumber or otherwise dispose of all or any portion of its Partnership Interest to any of its Affiliates provided that the Affiliates agree to be bound by the terms and conditions of this Agreement.

10.2        Substituted Limited Partners.

(a)           The General Partner may, but need not, in its sole and absolute discretion, permit an assignee or transferee (whether such assignee or transferee has acquired its Partnership Interest by virtue of a voluntary transfer or assignment pursuant to Sections 10.1, an involuntary transfer or assignment or a transfer or assignment by operation of law) of a Partnership Interest (or a part thereof) of the Limited Partner to be and become a Substituted Limited Partner in the Partnership.

(b)           Each Substituted Limited Partner, as a condition to its admission as a Substituted Limited Partner, shall execute and acknowledge such instruments, in form and substance satisfactory to the General Partner, as the General Partner shall deem necessary or desirable to effectuate such admission and to confirm the agreement of the Substituted Limited Partner to be bound by all the terms and provisions of this Agreement with respect to the Partnership Interest acquired. All reasonable expenses, including attorneys’ fees, incurred by the Partnership in this connection shall be borne by such Substituted Limited Partner.

Article 11

Rights and Obligations of the Limited Partner

11.1        No Participation in Management. The Limited Partner shall not take part in the management of the Partnership’s business, transact any business in the Partnership’s name or have the power to sign documents for or otherwise bind the Partnership.

11.2        Bankruptcy, Death, Dissolution or Termination of the Limited Partner. The bankruptcy, death, dissolution or termination of the Limited Partner shall not cause a dissolution

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of the Partnership, but, the rights of the Limited Partner to share in the Net Income or Net Loss of the Partnership, to receive distributions of Partnership funds and to assign its Partnership Interest or cause the substitution of a Substituted Limited Partner shall, on the happening of such event, devolve on its successors or assigns, and the Partnership shall continue as a limited partnership. However, such designee(s) shall not become a Substituted Limited Partner without the prior written consent of the General Partner.

Article 12

General Provisions

12.1        Notices. All notices, offers or other communications required or permitted to be given pursuant to this Agreement shall be in writing and shall be considered as properly given or made if delivered personally, mailed from within the United States by first class United States mail, postage prepaid, or sent by prepaid telegram or facsimile transmission (with written receipt of confirmation) to the addresses of the parties as set forth on Schedule A. The address of any party hereto may be changed by a notice in writing given in accordance with the provisions hereof.

12.2        Waiver of Right of Partition. Each of the Partners does hereby agree to and does hereby waive any right it may have to cause the Partnership’s property to be partitioned or divided among the Partners, or to file a complaint or institute any proceeding at law or in equity to cause the Partnership’s property to be partitioned or otherwise divided among the Partners.

12.3        Successors. This Agreement and all the terms and provisions hereof shall be binding upon and shall inure to the benefit of all Partners, and their legal representatives, heirs, successors and assigns, except as expressly herein otherwise provided.

12.4        Effect and Interpretation. This Agreement shall be governed by and construed in conformity with the laws of the State of Delaware.

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12.5        Counterparts. This Agreement may be executed in counterparts, each of which shall be an original, but all of which shall constitute one and the same document.

12.6        Partners Not Agents. Nothing contained herein shall be construed to constitute any Partner the agent of another Partner, except as specifically provided herein, or in any manner to limit the Partners in the carrying on of their own respective businesses or activities.

12.7        Entire Understanding. This Agreement constitutes the entire understanding among the Partners and supersedes any prior understandings and/or written or oral agreements among them respecting the subject matter within.

12.8        Severability. If any provision of this Agreement, or the application of such provision to any person or circumstance, shall be held invalid by a court of competent jurisdiction, the remainder of this Agreement, or the application of such provision to persons or circumstances other than those to which it is held invalid by such court, shall not be affected thereby.

12.9        Assurances. Each of the Partners shall hereafter execute and deliver such further instruments and do such further acts and things as may be required or useful to carry out the intent and purpose of this Agreement and as are not inconsistent with the terms hereof.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement or caused this Agreement to be executed as of the date and year first above written.

GENERAL PARTNER:

HTS-San Antonio, Inc.

By:	/s/ Harold S. Handelsman
Harold S. Handelsman, VP, Secretary & Treasurer

LIMITED PARTNER:

HTS-San Antonio, L.L.C.

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By:	/s/ Kirk Rose
Kirk Rose, Vice President

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SCHEDULE A

TO

AGREEMENT OF LIMITED PARTNERSHIP

OF HTS-SAN ANTONIO, L.P.

General Partner	Percentage Interest
HTS-San Antonio, Inc.	1	%

Limited Partner
FITS-San Antonio, L.L.C.	99	%

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EX-3.68

Exhibit 3.68

CERTIFICATE OF INCORPORATION

OF

HTS-SEDONA, INC.

The undersigned, for the purposes hereinafter stated, under and pursuant to the provisions of the General Corporation Law of Delaware, does hereby certify as follows:

FIRST:  The name of the Corporation is:

HTS-SEDONA, INC.

SECOND:  The Registered Office of the Corporation is to be located at 1013 Centre Road, in the City of Wilmington, in the County of New Castle, in the State of Delaware.  The name of its Registered Agent at that address is Corporation Service Company.

THIRD:  The purpose of the Corporation is to engage in any lawful act or activity for which Corporations may be organized under the General Corporation Law of Delaware.

FOURTH:  The total number of shares which the Corporation shall have authority to issue is one hundred (100), all of which are classified as common stock without par value.

FIFTH:  The original by-laws of the Corporation may be adopted by the sole incorporator named herein, or by the initial directors of the Corporation.  Thereafter, in furtherance and not in limitation of the powers conferred by the laws of the State of Delaware, the Board of Directors and for the stockholders of the Corporation are expressly empowered to make, alter, amend or repeal by-laws in the manner to be determined by the terms of the by-laws of the Corporation then in existence.

SIXTH:  The name and mailing address of the sole incorporator is Charmaine Kabza, c/o Hyatt Corporation, 200 W. Madison, Chicago, Illinois 60606.

SEVENTH:  The Corporation shall have perpetual existence.

EIGHTH:  The Corporation shall, to the full extent permitted by Section 145 of the Delaware General Corporation Law, as amended from time to lime, indemnify all persons whom it may indemnify pursuant thereto.

NINTH:  The personal liability of the directors of the Corporation is hereby eliminated to the fullest extent permitted by Paragraph (7) of Subsection (b) of Section 102 of the General Corporation Law of the State of Delaware, as the same may be amended and supplemented.

IN WITNESS WHEREOF, the undersigned does make this Certificate hereby declaring and certifying that the facts herein stated are true and accordingly, has hereunto act her hand and seal this 29th day of March, 1999.

/s/ Charmaine Kabza

Charmaine Kabza

Sole Incorporator

EX-3.69

Exhibit 3.69

HTS-SEDONA, INC.

BY-LAWS

ARTICLE I

OFFICES

Section 1.              The registered office shall be in the City of Wilmington, County of New Castle, State of Delaware.

Section 2.              The corporation may also have offices at such other places both within and without the State of Delaware as the board of directors may from time to time determine or the business of the corporation may require.

ARTICLE I

MEETINGS OF STOCKHOLDERS

Section 1.              All meetings of the stockholders for the election of directors shall be held in the City of Chicago, State of Illinois, at such place as may be fixed from time to time by the board of directors, or at such other place either within or without the State of Delaware as shall be designated from time to time by the board of directors and stated in the notice of the meeting Meetings of stockholders for any other purpose may be held at such time and place, within or without the State of Delaware, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

Section 2.              Annual meetings of stockholders, commencing with the year 1999, shall be held on the first Monday of June if not a legal holiday, and if a legal holiday, then on the next secular day following, at 10:00 A. M., or at such other date and time as shall be designated from time to time by the board of directors and stated in the notice of the meeting, at which they shall elect by a plurality vote a board of directors, and transact such other business as may properly be brought before the meeting.

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Section 3.              Written notice of the annual meeting stating the place, date and hour of the meeting shall be given to each stockholder entitled to vote at such meeting not less than ten nor more than sixty days before the date of the meeting.

Section 4.              The officer who has charge of the stock ledger of the corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, .for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

Section 5.              Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute or by the certificate of incorporation, may be called by the president and shall be called by the president or secretary at the request in writing of a majority of the board of directors, or at the request in writing of stockholders owning a majority in amount of the entire capital stock of the corporation issued and outstanding and entitled to vote. Such request shall state the purpose or purposes of the proposed meeting.

Section 6.              Written notice of a special meeting stating the place, date and hour of the meeting and the purpose or purposes for which the meeting is called, shall be given not less than ten nor more than sixty days before the date of the meeting, to each stockholder entitled to vote at such meeting.

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Section 7.              Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.

Section 8.              The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the certificate of incorporation. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

Section 9.              When a quorum is present at any meeting, the vote of the holders of a majority of the stock having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which by express provision of the statutes or of the certificate of incorporation, a different vote is required, in which case such express provision shall govern and control the decision of such question.

Section 10.            Unless otherwise provided in the certificate of incorporation, each stockholder shall at every meeting of the stockholders be entitled to one vote in person or by proxy for each share of the capital stock having voting power held by such stockholder, but no proxy shall be voted on after three years from its date, unless the proxy provides for a longer period.

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Section 11.            Unless otherwise provided in the certificate of incorporation, any action required to be taken at any annual or special meeting of stockholders of the corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

ARTICLE III

DIRECTORS

Section 1.              The number of directors which shall constitute the whole board shall be not less than two (2). The directors shall be elected at the annual meeting of the stockholders, except as provided in Section 2 of this Article, and each director elected shall hold office until his/her successor is elected and qualified. Directors need not be stockholders.

Section 2.              Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, though less than a quorum, or by a sole remaining director, and the directors so chosen shall hold office until the next annual election and until their successors are duly elected and shall qualify, unless sooner displaced. If there are no directors in office, then an election of directors may be held in the manner provided by statute. If, at the time of filling any vacancy or any newly created directorship, the directors then in office shall constitute less than a majority of the whole board (as constituted immediately prior to any such increase), the Court of Chancery may, upon application

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of any stockholder or stockholders holding at least ten percent of the total number of the shares at the time outstanding having the right to vote for such directors, summarily order an election to be held to fill any such vacancies or newly created directorships, or to replace the directors chosen by the directors then in office.

Section 3.              The business of the corporation shall be managed by or under the direction of its board of directors, which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the certificate of incorporation or by these by-laws directed or required to be exercised or done by the stockholders.

MEETINGS OF THE BOARD OF DIRECTORS

Section 4.              The board of directors of the corporation may hold meetings, both regular and special, either within or without the State of Delaware.

Section 5.              The first meeting of each newly elected board of directors shall be held at such time and place as shall be fixed by the vote of the stockholders at the annual meeting and no notice of such meeting shall be necessary to the newly elected directors in order legally to constitute the meeting, provided a quorum shall be present. In the event of the failure of the stockholders to fix the time or place of such first meeting of the newly elected board of directors, or in the event such meeting is not held at the time and place so fixed by the stockholders, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the board of directors, or as shall be specified in a written waiver signed by all of the directors.

Section 6.              Regular meetings of the board of directors may be held without notice at such time and at such places as shall from time to time be determined by the board.

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Section 7.              Special meetings of the board may be called by the president without notice to each director; special meetings shall be called by the president or secretary in like manner and on like notice on the written request of two directors unless the board consists of only one director; in which case special meetings shall be called by the president or secretary in like manner and on like notice on the written request of the sole director. Except as herein otherwise provided, and except as otherwise provided by the General Corporation Law of Delaware, the vote of the majority of the directors present at a meeting at which a quorum is present shall be the act of the board.

Section 8.              At all meetings of the board a majority of the directors shall constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the board of directors, except as may be otherwise specifically provided by statute or by the certificate of incorporation. If a quorum shall not be present at any meeting of the board of directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

Section 9.              Unless otherwise restricted by the certificate of incorporation or these by-laws, any action required or permitted to be taken at any meeting of the board of directors or of any committee thereof may be taken without a meeting, if all members of the board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the board or committee.

Section 10.            Unless otherwise restricted by the certificate of incorporation or these by- laws, members of the board of directors, or any committee designated by the board of directors, may participate in a meeting of the board of directors, or any committee, by means of conference telephone or similar communications equipment by means of which all persons participating in

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the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.

COMMITTEES OF DIRECTORS

Section 11.            The board of directors may designate one or more committees, each committee to consist of one or more of the directors of the corporation. The board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee.

In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he/she or they constitute a quorum, may unanimously appoint another member of the board of directors to act at the meeting in the place of any such absent or disqualified member.

Any such committee, to the extent provided in the resolution of the board of directors, shall have and may exercise all the powers and authority of the board of directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to amending the certificate of incorporation, adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange or all of substantially all of the corporation’s property and assets, recommending to the stockholders a dissolution of the corporation or a revocation of a dissolution, or amending the by-laws of the corporation; and, unless the resolution or the certificate of incorporation expressly so provide, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of stock. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the board of directors.

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Section 12.            Each committee shall keep regular minutes of its meetings and report the same to the board of directors when required.

COMPENSATION OF DIRECTORS

Section 13.            Unless otherwise restricted by the certificate of incorporation or these by-laws, the board of directors shall have the authority to fix the compensation of directors. The directors may be paid their expenses, if any, of attendance at each meeting of the board of directors and may be paid a fixed sum for attendance at each meeting of the board of directors or a stated salary as director. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.

REMOVAL OF DIRECTORS

Section 14.            Unless otherwise restricted by the certificate of incorporation or these by-laws, any director or the entire board of directors may be removed, with or without cause, by the holders of a majority of shares entitled to vote at an election of directors.

ARTICLE IV

NOTICES

Section 1.              Whenever, under the provisions of the statutes or of the certificate of incorporation or of these by-laws, notice is required to be given to any director or stockholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, addressed to such director or stockholder, at his/her address as it appears on the records of the corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Notice to directors may also be given by telegram.

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Section 2.              Whenever any notice is required to be given under the provisions of the statutes or of the certificate of incorporation or of these by-laws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

ARTICLE V

OFFICERS

Section 1.              The officers of the corporation shall be chosen by the board of directors and shall be a president, a vice president, a secretary and a treasurer. The board of directors may also choose additional vice presidents, and one or more assistant secretaries and assistant treasurers. Any number of offices may be held by the same person, unless the certificate of incorporation or these by-laws otherwise provide.

Section 2.              The board of directors at its first meeting after each annual meeting of stockholders shall choose a president, one or more vice presidents, a secretary and a treasurer.

Section 3.              The board of directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the board.

Section 4.              The salaries of all officers and agents of the corporation shall be fixed by the board of directors.

Section 5.              The officers of the corporation shall hold office until their successors are chosen and qualify. Any officer elected or appointed by the board of directors may be removed at any time by the affirmative vote of a majority of the board of directors.

Any vacancy occurring in any office of the corporation shall be filled by the board of directors.

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THE PRESIDENT

Section 6.              The president shall be the chief executive officer of the corporation, shall preside at all meetings of the stockholders and the board of directors, shall have general and active management of the business of the corporation and shall see that all orders and resolutions of the board of directors are carried into effect.

Section 7.              He/She shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the board of directors to some other officer or agent of the corporation.

THE VICE PRESIDENTS

Section 8.              In the absence of the president or in the event of his/her inability or refusal to act, the vice president (or in the event there be more than one vice president, the vice presidents in the order designated by the directors, or in the absence of any designation, then in the order of their election) shall perform the duties of the president, and when so acting, shall have all the powers of and be subject to all the restrictions upon the president. The vice president shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

THE SECRETARY AND ASSISTANT SECRETARY

Section 9.              The secretary shall attend all meetings of the board of directors and all meetings of the stockholders and record all the proceedings of the meetings of the corporation and of the board of directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required. He/She shall give, or cause to be given notice of all meetings of the stockholders and special meetings of the board of directors, and shall perform such other

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duties as may be prescribed by the board of directors or president, under whose supervision he/she shall be. He/She shall have custody of the corporate seal of the corporation and he/she, or an assistant secretary, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by his/her signature or by the signature of such assistant secretary: The board of directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by his/her signature.

Section 10.            The assistant secretary, or if there be more than one, the assistant secretaries in the order determined by the board of directors (or if there be no such determination, then in the order of their election) shall, in the absence of the secretary or in the event of his/her inability or refusal to act, perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

THE TREASURER AND ASSISTANT TREASURERS

Section 11.            The treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the board of directors.

Section 12.            He/She shall disburse the funds of the corporation as may be ordered by the board of directors, taking proper vouchers for such disbursements, and shall render to the president and the board of directors, at its regular meetings, or when the board of directors so requires, an account of all his/her transactions as treasurer and of the financial condition of the corporation.

Section 13.            If required by the board of directors, he/she shall give the corporation a bond (which shall be renewed every six years) in such sum and with such surety or sureties as shall be satisfactory to the board of directors for the faithful performance of the duties of his/her office and

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for the restoration to the corporation, in case of his/her death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his/her possession or under his/her control belonging to the corporation.

Section 14.            The assistant treasurer, or if there shall be more than one, the assistant treasurers in the order determined by the board of directors (or if there be no such determination, then in the order of their election), shall, in the absence of the treasurer or in the event of his/her inability or refusal to act, perform the duties and exercise the powers of the treasurer and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

ARTICLE VI
CERTIFICATE OF STOCK

Section 1.              Every holder of stock in the corporation shall be entitled to have a certificate, signed by, or in the name of the corporation by, the chairman or vice chairman of the board of directors, or the president or a vice president and the treasurer or an assistant treasurer, or the secretary or an assistant secretary of the corporation, certifying the number of shares owned by him/her in the corporation.

Section 2.              Any or all of the signatures on the certificate may be facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued it may be issued by the corporation with the same effect as if he/she were such officer, transfer agent or registrar at the date of issue.

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LOST CERTIFICATES

Section 3.              The board of directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of the fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates, the board of directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his/her legal representative, to advertise the same in such manner as it shall require and/or to give the corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost, stolen or destroyed.

TRANSFER OF STOCK

Section 4.              Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignation or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books.

FIXING RECORD DATE

Section 5.              In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the board of directors may fix, in advance, a record date, which shall not be more than sixty nor less

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than ten days before the date of such meeting, nor more than sixty days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the board of directors may fix a new record date for the adjourned meeting.

REGISTERED STOCKHOLDERS

Section 6.              The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.

ARTICLE VII
GENERAL PROVISIONS
DIVIDENDS

Section 1.              Dividends upon the capital stock of the corporation, subject to the provisions of the certificate of incorporation, if any, may be declared by the board of directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the certificate of incorporation.

Section 2.              Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such

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other purpose as the directors shall think conducive to the interest of the corporation, and the directors may modify or abolish any such reserve in the manner in which it was created.

ANNUAL STATEMENT

Section 3.              The board of directors shall present at each annual meeting, and at any special meeting of the stockholders when called for by vote of the stockholders, a full and clear statement of the business and condition of the corporation.

CHECKS

Section 4.              All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons as the board of directors may from time to time designate.

FISCAL YEAR

Section 5.              The fiscal year of the corporation shall be fixed by resolution of the board of directors.

SEAL

Section 6.              The corporation, at its option, may choose to have a corporate seal.

INDEMNIFICATION

Section 7.              The corporation shall indemnify its officers, directors, employees and agents to the extent permitted by the General Corporation Law of Delaware.

ARTICLE VIII
AMENDMENTS

Section 1.              These by-laws may be altered, amended or repealed or new by-laws may be adopted by the stockholders or by the board of directors, when such power is conferred upon the board of directors by the certificate of incorporation, at any regular meeting of the stockholders or

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of the board of directors, or at any special meeting of the stockholders or of the board of directors if notice of such alteration, amendment, repeal or adoption of new by-laws be contained in the notice of such special meeting. If the power to adopt, amend or repeal by-laws is conferred upon the board of directors by the certificate of incorporation, it shall not divest or limit the power of the stockholders to adopt, amend or repeal bylaws.

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EX-3.70

Exhibit 3.70

CERTIFICATE OF FORMATION

OF

HTS-SUNSET HARBOR PARTNER, L.L.C.

The undersigned, an authorized person, for the purpose of forming a limited liability company, under the provisions and subject to the requirements of the State of Delaware (particularly Chapter 18, Title 6 of the Delaware Code and the acts amendatory thereof and supplemental thereto, and known, identified and referred to as the “Delaware Limited Liability Company Act”), hereby certifies that:

FIRST:  The name of the limited liability company is:

HTS-SUNSET HARBOR PARTNER, L.L.C.

SECOND:  The address of its registered office in the State of Delaware is 2711 Centerville Road, Suite 400, in the City of Wilmington, County of New Castle, 19808.  The name of its registered agent at such address is Corporation Service Company.

Dated this 23rd day of September, 2014.

/s/ Heidi M. Belz

Heidi M. Belz

Authorized Person

EX-3.71

Exhibit 3.71

LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF
HTS-SUNSET HARBOR PARTNER, L.L.C.

THIS LIMITED LIABILITY COMPANY OPERATING AGREEMENT (this “Agreement”) of HTS-SUNSET HARBOR PARTNER, L.L.C., a Delaware limited liability company (the “Company”), is dated as of September 23, 2014, by and between the Company and HTS-KEY WEST, INC., a Delaware corporation (the “Member”), as the sole member of the Company.

W I T N E S S E T H:

WHEREAS, the Company was formed as a Delaware limited liability company under the Delaware Limited Liability Company Act, as amended (the “LLC Act”), pursuant to a Certificate of Formation filed with the Delaware Secretary of State on September 23, 2014 (the “Certificate of Formation”); and

WHEREAS, the Member desires that the Company operate as a Delaware limited liability company upon the terms and conditions hereinafter set forth.

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt, adequacy and sufficiency of which is hereby acknowledged, the parties agree as follows:

ARTICLE I.
DEFINED TERMS; EXHIBITS, SCHEDULES, ETC.

1.1          Definitions. As used in this Agreement, the following terms shall have the meanings indicated below:

“Capital Contribution” means, with respect to the Member, the amount of money or property contributed to the Company by the Member from time to time.

“Membership Interest” means the Member’s entire interest in the Company, which shall entitle the Member to (i) an interest in the profits, losses, distributable cash and net proceeds of liquidation of the Company, as set forth herein; (ii) any right to vote as set forth herein or as required under the LLC Act; and (iii) any right to participate in the management of the Company as set forth herein or as required under the LLC Act. A Membership Interest is personal property and the Member shall have no interest in the specific assets or property of the Company.

“Membership Percentage” means, with respect to the Member, the Member’s percentage ownership interest in the Company set forth on Exhibit A hereto, as the same may be amended from time to time to reflect the relative Capital Contribution of the Member.

“Person” means any individual, corporation, general partnership, limited partnership, limited liability company, joint venture, trust, business trust, cooperative, association or other legal entity.

1.2          References. References to an “Exhibit” are, unless otherwise specified, to one of the exhibits attached to this Agreement, and references to an “Article” or a “Section” are, unless otherwise specified, to one of the articles or sections of this Agreement.

ARTICLE II.
ORGANIZATIONAL MATTERS

2.1          Formation of Company. Pursuant to the Certificate of Formation duly filed with the Secretary of State of the State of Delaware on September 23, 2014, the Company has been formed as a limited liability company for the purposes and upon the terms and conditions hereinafter set forth. Except as provided herein, the rights, duties and liabilities of the Member of the Company shall be as provided in the LLC Act.

2.2          Name. The name of the Company is HTS-SUNSET HARBOR PARTNER, L.L.C., or such other name as may be selected from time to time by the Member.

2.3          Purpose. The purpose and business of the Company is to engage in any lawful business or activity permitted by the LLC Act.

2.4          Term. The term of the Company commenced on September 23, 2014 and shall continue perpetually unless earlier terminated pursuant to Section 10.1 hereof.

2.5          Principal Office. The location of the Company’s principal office is 71 South Wacker Drive, 12th Floor, Chicago, Illinois 60606, Attention: General Counsel, or such other place as may be selected from time to time by the Member. The Company may conduct business at such additional places as the Member shall deem advisable.

2.6          Registered Agent and Registered Office. The statutory agent for service of process and the registered office of the Company in the State of Delaware shall be Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, or such other statutory agent and registered office as the Board of Managers may determine from time to time.

2.7          Fiscal Year. The fiscal year of the Company shall end on December 31 of each year or such other date as the Board of Managers may select in its discretion from time to time.

ARTICLE III.
CAPITAL CONTRIBUTIONS; ETC.

3.1          Capital Contributions. The Member shall be deemed for purposes of this Agreement to have contributed to the capital of the Company the consideration (if any) in the books and records of the Company: The Member shall not be obligated to make any additional Capital Contributions to the Company.

3.2          Withdrawal: Return of Capital. Except as specifically provided herein, the Member shall not be entitled to any distributions from the Company or to withdraw any part of the Member’s Capital Contribution prior to the Company’s dissolution and liquidation or, when such withdrawal of capital is permitted, to demand distribution of property other than money: The Member shall not be entitled to interest on its Capital Contribution.

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3.3          No Appraisal Rights. The Member shall not have any appraisal rights under the LLC Act.

ARTICLE IV.
DISTRIBUTIONS AND ALLOCATIONS

4.1          Distributions. The timing and amount of distributions shall be determined by the Board of Managers.

4.2          Allocations. The profits and losses of the Company shall be allocated by the President.

ARTICLE V.
ACCOUNTING AND ADMINISTRATIVE MATTERS

5.1          Books and Records. The Company will maintain true, complete and correct books of account of the Company on an annual tax accounting basis using the cash method of accounting consistent with the Company’s fiscal year. The books of account shall contain particulars of all monies, goods or effects belonging to or owing to or by the Company, or paid, received, sold or purchased by the Company, and all of such other transactions, matters and things relating to the business of the Company as are usually entered in books of accounts kept by Persons engaged in a business of a like kind and character or as otherwise required pursuant to the LLC Act.

5.2          Tax Matters Member. The Member shall be the “Tax Matters Member” for the Company, and, as such, shall have the same authority as a tax matters partner as defined in Section 6231(a)(7) of the Internal Revenue Code of 1986, as amended (the “Code”) and analogous provisions of state and local law. The Tax Matters Member shall have the power and perform (or cause to be performed) the obligations required of a tax matters partner to the extent and in the manner provided by applicable Code Sections and Regulations promulgated thereunder. In connection with the performance of its duties hereunder, the Tax Matters Member shall have the right to engage, on behalf of the Company and at the Company’s expense, such advisors as it shall reasonably deem appropriate.

ARTICLE VI.
BOARD OF MANAGERS

6.1          Board of Managers. Except as specifically provided herein, the management and control of the Company shall be vested exclusively in a Board of Managers (the “Board of Managers”), which shall be appointed from time to time by the Member. The number of members of the Board of Managers of the Company shall be determined by the Member from time to time, and the initial number of members of the Board of Managers of the Company shall be two (2). Each member of the Board of Managers shall hold office until the earlier of his or her resignation or removal, or until his or her successor shall have been duly appointed and qualified in accordance herewith. Without limiting the foregoing, the Board of Managers shall be responsible for the establishment of policy and operating procedures respecting the business affairs of the Company (including, without limitation, acquisitions, approval of major projects, contracts and purchase orders, all in a manner consistent with this Agreement). The Board of Managers shall have the

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authority to appoint and remove, with or without cause, and replace, officers and assign to them such duties and provide them with such authority as it deems appropriate.

6.2          Manner of Acting. Except as otherwise expressly provided in this Agreement, any action or determination permitted or required to be taken or made by the Board of Managers hereunder or under the LLC Act shall be authorized, taken or made upon the majority vote of the Board of Managers. A Manager of the Company who is present at a meeting of the Board of Managers at which action on a Company matter is taken shall be conclusively presumed to have assented to the action taken unless his or her dissent shall be entered into the minutes of the meeting or unless he or she shall file his or her written dissent to such action with the person acting as the Secretary of the meeting before the adjournment thereof or shall forward such dissent by registered or certified mail to the Secretary of the Company immediately after the adjournment of the meeting. Such right to dissent shall not apply to a Manager who votes in favor of such action.

6.3          Board of Managers Meetings. The Board of Managers may hold meetings either within or outside the State of Delaware. Subject to the provisions of the LLC Act, members of the Board of Managers, or any committee designated by the Board of Managers, may participate in Board of Managers and committee meetings by any means of communications, including telephone conference, electronic video screen communication or other communications equipment; provided that all participants in the meeting can hear each other, or otherwise participate concurrently. Such participation in a meeting shall constitute presence in person at the meeting.

6.4          Meetings; Notices.

(a)           Regular meetings of the Board of Managers may be held on at least one (1) day’s prior written notice at such time and at such place as shall from time to time be determined by the Board of Managers.

(b)           Special meetings of the Board of Managers for any purpose or purposes may be called at any time by Managers constituting the majority of the Board of Managers. Notice of the time and place of special meetings shall be delivered personally, by telephone, by facsimile or by e-mail to each Manager (i) at his or her address as shown on the Company’s records, and (ii) at least two (2) days prior to the time of the meeting. Any oral notice given personally or by telephone may be communicated to the Manager. The notice need not specify the place of the meeting, if the meeting is to be held at the Company’s principal office.

(c)           At all meetings of the Board of Managers, a majority of the entire Board of Managers shall constitute a quorum for the transaction of business and the act of a majority of the entire Board of Managers shall be the act of the Board of Managers, except as may be otherwise specifically provided by statute or this Agreement.

(d)           Whenever notice is required to be given, a written waiver thereof, signed by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of

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objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Managers, or of a committee of the Board of Managers, need be specified in any written waiver of notice unless so required by this Agreement.

(e)           If a quorum is not present at any meeting of the Board of Managers, then the Managers present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present.

6.5          Board of Managers Action by Written Consent Without a Meeting. Unless otherwise restricted by this Agreement or the LLC Act, any action required or permitted to be taken at any meeting of the Board of Managers, or of any committee thereof, may be taken without a meeting if a majority of the members of the Board of Managers or committee, as the case may be, consent thereto in writing, all Managers receive notice of such action taken and the writing or writings are filed with the minutes of proceedings of the Board of Managers or committee as the case may be.

6.6          Vacancies. Any vacancy on the Board of Managers may be filled by the Member or by a majority of the Board of Managers remaining in office.

6.7          Resignation and Removal of Managers. A Manager may resign at any time upon written notice to the Member and the Company. A Manager may be removed, with or without cause, by the Member at any time.

6.8          Compensation of Managers. No Manager shall be entitled to compensation for his or her services as a Manager of the Company, unless otherwise determined by the Board of Managers.

6.9          Committees of the Board of Managers. The Board of Managers may designate and adopt procedures relating to the governance of one or more committees (including, but not limited to, an executive committee, an audit committee, a financing committee and a compensation committee), with each committee to consist of one or more Managers. Any such committee shall have and may exercise only the powers and authority provided in such Board of Managers resolution.

6.10        Initial Board of Managers. Pursuant to Section 6.1 hereof, Mark S. Hoplamazian and Brian Karaba shall be, and hereby are, nominated and elected as the sole members of the Board of Managers of the Company, to act in such capacity until their resignation or removal, or until their successors shall have been duly appointed and qualified in accordance in accordance with this Agreement.

ARTICLE VII.

OFFICERS

7.1          Officers: Election and Term of Office. The Board of Managers shall have the authority to designate and remove officers of the Company (each, an “Officer”), including, but not limited to, a President, one or more Vice Presidents, a Secretary, one or more Assistant Secretaries,

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a Treasurer and one or more Assistant Treasurers. Effective on the date of this Agreement, the Officers of the Company shall be as follows:

Mark S. Hoplamazian	President
Brian Karaba	Vice President and Treasurer
Peter Morrow	Vice President — Tax
Jerry O’Connor	Vice President
Tracy Gainer	Vice President
Heidi M. Belz	Secretary
David J. Blasi	Assistant Secretary

Vacancies may be filled or new offices created and filled by the Board of Managers. Each Officer shall hold office until the earlier of his or her resignation or removal, or until his or her successor shall have been duly appointed and qualified in accordance herewith. Each Officer shall perform such duties as specified in this Agreement or as may be prescribed from time to time by the Board of Managers. An individual may serve as an Officer in more than one office.

7.2          Officers: General Rights and Duties. Subject to the authority of the Board of Managers as provided in Article VI hereof, the Officers are hereby directed and authorized (which direction and authorization is revocable at any time by the Board of Managers), on behalf of and in the name of the Company, to implement all decisions approved by the Board of Managers and to operate the day-to-day business of the Company in the ordinary course, including, without limitation:

(a)           protect and preserve the titles and interests of the Company with respect to the assets owned by or dedicated to the Company;

(b)           keep all books of account and other records of the Company, in accordance with the terms of this Agreement and applicable law;

(c)           carry out the responsibilities of the Company under the leasing, financing, partnership, management, operating and other contractual agreements to which it is a party;

(d)           prepare and file (or cause to be prepared and filed) all necessary reports, statements, tax returns and other documents with local, state, federal, provincial, territorial, or foreign agencies or departments in connection with the business of the Company;

(e)           procure and maintain insurance;

(f)            employ, retain and enter into business relationships, on behalf of the Company, which are necessary or appropriate to carry out the business of the Company as shall be designated by the Member; and

(g)           distribute the cash of the Company as provided in Article IV hereof and as directed by the Board of Managers.

7.3          Officers: Description of Offices. The Officers shall have the duties and powers as set forth below:

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(a)           President. The President shall be the principal executive officer of the company and shall be responsible for the general care, supervision, control and direction of the business of the Company: The President may sign with or without the Secretary, or any other proper Officer of the Company thereunto authorized by the Board of Managers, any deeds, mortgages, bonds, contracts, or other instruments that the Board of Managers has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Managers to some other Officer or agent of the Company, or shall be required by law to be otherwise signed or executed, and in general shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Managers from time to time.

(b)           Vice Presidents. The Vice Presidents may assume and perform the duties of the President in the absence or disability of the President or whenever the office of President is vacant. The Vice Presidents shall perform other duties commonly incident to their office and shall also perform such other duties and have such other powers as the Board of Managers or the President shall designate from time to time.

(c)           Secretary. The Secretary shall: (i) keep and be the custodian of the books and records of the Company; (ii) see that all notices are duly given in accordance with the provisions of this Agreement or as required by the LLC Act or other applicable law; (iii) keep a register of the address of each Member, which shall be furnished to the Company by such Member; and (iv) in general perform all duties incident to the office of Secretary and such other duties as may be prescribed by the Board of Managers or the President from time to time.

(d)           Assistant Secretaries. The Assistant Secretaries may assume and perform the duties of the Secretary in the absence or disability of the Secretary or whenever the office of the Secretary is vacant. The Assistant Secretaries shall also perform such other duties and have such other powers as the Board of Managers or the President shall designate from time to time.

(e)           Treasurer. The Treasurer shall: (i) have charge and custody of and be responsible for all funds and securities of the Company; (ii) receive and give receipts of moneys due and payable to the Company from any source whatsoever, and deposit all such moneys not otherwise employed in the name of the Company in such bank, savings and loan association, trust company or other depositories as shall be selected by the Board of Managers; and (iii) in general perform all the duties incident to the office of Treasurer and such other duties as may be prescribed by the Board of Managers or the President from time to time. If required by the Board of Managers, the Treasurer shall give a bond for the faithful discharge of the Treasurer’s duties in such sum and with such surety or sureties as the Board of Managers shall determine.

(f) Assistant Treasurers. The Assistant Treasurers may assume and perform the duties of the Treasurer in the absence or disability of the Treasurer or whenever the office of the Treasurer is vacant. The Assistant Treasurers shall also perform such other duties and have such other powers as the Board of Managers or the President shall designate from time to time.

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7.4          Compensation. The Officers of the Company shall receive such compensation, if any, as may be fixed from time to time by the Board of Managers.

7.5          Resignations. Any Officer may resign at any time by giving notice to the Company. A resignation of an Officer need not be accepted in order to be effective.

7.6          Removal. Any Officer may be removed, with or without cause, by the Board of Managers.

7.7          Vacancies. A vacancy in any office may be filled by the Board of Managers.

ARTICLE VIII.
LIMITATION ON LIABILITY AND INDEMNIFICATION

8.1          Limitation on Liability. Except as otherwise provided by the LLC Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and no Indemnified Person (as defined below) shall be obligated for any such debt, obligation or liability of the Company solely by reason of being a Member or officer of the Company, or a director, manager, partner, principal, equityholder, employee or affiliate of a Member or the Company.

8.2          Indemnification and Contribution. Neither the Member nor any officer, director, manager, principal, equityholder or employee of the Member or the Company (each, an “Indemnified Person”), as the case may be, shall be liable, responsible or accountable, whether directly or indirectly, in contract or tort or otherwise, to the Company or to the Member, as applicable, for any losses, claims, damages, liabilities or expenses, including but not limited to, reasonable attorneys’ fees (collectively, “Damages”), asserted against, suffered or incurred by the Company or by the Member arising out of, relating to or in connection with any action taken or omitted by the Indemnified Person within the scope of the authority conferred upon such Indemnified Person by this Agreement or the LLC Act, provided that such Indemnified Person shall have acted in good faith and in the belief that such act or omission was in the best interests of the Company and, provided further, that such Indemnified Person shall not have engaged in fraud, willful misconduct or gross negligence. The Company shall, and hereby does, indemnify and hold harmless and agrees to defend each Indemnified Person from and against any Damages asserted by any Person (whether against the Company, the Member or such Indemnified Person) or otherwise incurred by such Indemnified Person by reason of any act performed by such Indemnified Person in accordance with the standards set forth in this Section 8.2 or in enforcing the provisions of the indemnities contained in this Section 8.2. Notwithstanding anything to the contrary contained in this Agreement, the Member shall have no personal liability with respect to the indemnities set forth in this Section 8.2, and any such indemnities shall be satisfied solely out of the assets of the Company.

8.3          Payment of Expenses in Advance. Expenses incurred in defending a civil or criminal action, suit or proceeding shall be paid out of Company funds in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by the Indemnified Person to repay such amount unless it shall ultimately be determined that it is entitled to be indemnified by the Company.

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8.4          Provisions Not Exclusive. The exculpation of liability and indemnification provided by this Article VIII shall not be deemed exclusive of any other limitation on liability or rights to which those seeking indemnification may be entitled under any statute, agreement, Member vote or otherwise.

ARTICLE IX.
TRANSFER OF MEMBERSHIP INTERESTS

9.1          No Restriction on Transfer. The Member may assign, sell, pledge, encumber, give or otherwise transfer, dispose of or alienate (“Transfer”) all or any portion of its Membership Interest as allowable by the LLC Act and applicable law.

9.2          Admission of New Member.

(a)           Upon a Transfer or other event resulting in more than one Member of the Company, this Agreement shall be amended to reflect such multiple Members’ respective rights, interests and obligations.

(b)           Any transferee, assignee, designee, pledgee or legal representative (each a “Transferee”) of the Member, pursuant to a Transfer permitted under this Agreement, shall execute and deliver such other instruments and documents necessary to cause the Transferee to become a Member, and pay all reasonable expenses in connection with such Transferee’s admission as a Member, including, but not limited to, the cost of preparation and filing of any amendment of this Agreement.

(c)           A Transferee who is admitted as a Member pursuant to this Section 9.2  shall have, to the extent transferred, the rights and powers, and shall be subject to the restrictions and liabilities, of the Member under this Agreement, as amended, and the LLC Act.

(d)           In the event the Member makes any Transfer, the Member agrees to provide (and to cause the Transferee to provide) to the Company such information regarding the consideration or transfer price of such Membership Interests, and any other information that the Company may reasonably request to permit the Company to prepare financial statements and tax returns in a timely manner.

9.3          Terms of Admission of New Member; Creation of Preferred or Special Interests. The Board of Managers shall have the right to admit new Members in exchange for property, cash or services on such terms as the Board of Managers may determine, and in connection therewith the Company may create series or classes or groups of Members (including the existing Member) having such relative rights, powers and duties as the Board of Managers may from time to time establish, including rights, powers and duties senior to the existing Member and may amend this Agreement and Exhibit A hereto to reflect changes in Membership Percentages in exchange for any such property, cash or services or resulting from the redemption of Membership Interests.

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ARTICLE X.
DISSOLUTION AND TERMINATION

10.1        Dissolution. The Company shall continue in perpetuity unless earlier dissolved upon the first to occur of the following:

(a)           the execution by the Member of a written instrument of dissolution;

(b)           the entry of a decree of judicial dissolution of the Company under Section 18-802 of the LLC Act; or

(c)           the sale or other disposition of all or substantially all of the Company’s assets.

10.2        Liquidating Distribution. In the event of the dissolution of the Company for any reason, the assets of the Company shall be liquidated for distribution in the following rank and order:

(a)           first, to the payment and discharge of all the debts and liabilities in the order of priority as provided by the LLC Act;

(b)           second, to the establishment of any necessary reserves to provide for contingent liabilities, if any; and

(c)           third, to the Member.

10.3        Liquidating Trustee. Upon the dissolution of the Company, the affairs of the Company shall be wound up and terminated and its assets shall be distributed exclusively by the Person selected at the time of dissolution by the Member to oversee such matters (the “Liquidating Trustee”). The Liquidating Trustee shall be empowered to give and receive notices, reports and payments in connection with the dissolution, liquidation and/or winding-up of the Company and shall hold and exercise such other rights and powers as are necessary or required to permit all parties to deal with the Liquidating Trustee in connection with the dissolution, liquidation, and/or winding-up of the Company and to effectuate the termination of the Company.

ARTICLE XI.

MISCELLANEOUS

11.1        Amendment. This Agreement may be modified or amended at any time by the written approval of the Member, and by the Board of Managers in accordance with Section 9.3.

11.2        Further Assurances. The Member agrees to execute, acknowledge, deliver, file, record and publish such further certificates, instruments and documents, and do such other acts and things as may be required by law or to carry out the intent and purposes of this Agreement.

11.3        Notices. Any and all notices or other communications provided for herein shall be in writing and shall be considered duly given upon the earliest to occur of (a) personal delivery, (b) one (1) day after being delivered to a nationally recognized overnight courier or service, (c)

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three (3) days after being mailed by registered or certified mail, return receipt requested, postage prepaid or (d) the delivering party’s receipt of a written confirmation of an electronic transmission. All notices shall be addressed to the Company at its principal office and to the Member at its address contained on the books of the Company. Either party may change its address by giving notice to the other party as provided herein.

11.4        Governing Law. This Agreement shall be construed and enforced in accordance with and governed by the laws of the State of Delaware, without regard to the principles of conflicts of law. In the event of a conflict between any provision of this Agreement and any non-mandatory provision of the LLC Act, the provisions of this Agreement shall control and take precedence.

11.5        Captions: Pronouns. All articles and section headings or captions contained in this Agreement are inserted only as a matter of convenience and for reference and in no way define, limit, extend or describe the scope of this Agreement or the intent of any provision hereof. As used herein, all pronouns shall include the masculine, feminine, neuter, singular and plural thereof wherever the context and facts require such construction.

11.6        Successor and Assigns. This Agreement shall be binding upon the parties hereto and their respective executors, administrators, legal representatives, heirs, successors and assigns, and shall inure to the benefit of the parties hereto, and, except as otherwise herein expressly provided, their respective executors, administrators, legal representatives, successors and assigns.

11.7        Severability. If any provision of this Agreement or application to any party or circumstances shall be determined by any court of competent jurisdiction to be invalid or unenforceable to any extent, the remainder of this Agreement or the application of such provision to any other party or circumstances shall not be affected thereby, and each provision shall be valid and shall be enforced to the fullest extent permitted by law.

11.8        Entire Agreement. This Agreement, including any exhibits and schedules thereto, contains the entire understanding and agreement of the parties hereto relating to the subject matter and supersedes all prior agreements relative hereto which are not contained herein.

11.9        Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which, when taken together, shall be deemed one agreement.

Signature page follows.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.

THE MEMBER:
HTS-KEY WEST, INC.
By:	/s/ Peter Morrow
	Name:	Peter Morrow
	Title:	Vice President – Tax
THE COMPANY:
HTS-SUNSET HARBOR PARTNER, L.L.C.
By:	/s/ Brian Karaba
	Name:	Brian Karaba
	Title:	Vice President and Treasurer

[Signature Page to LLC Agreement of HTS-Sunset Harbor Partner, L.L.C.]

BOARD OF MANAGERS

The undersigned, being all of the members of the Board of Managers of the Company, hereby join in the execution of this Agreement solely with respect to the appointment of Officers set forth in Section 7.1 hereof.

/s/ Mark S. Hoplamazian

Mark S. Hoplamazian

/s/ Brian Karaba

Brian Karaba

[Signature Page to LLC Agreement of HTS-Sunset Harbor Partner, L.L.C. – Board of Managers]

Exhibit A

MEMBER	MEMBERSHIP PERCENTAGE
HTS-Key West, Inc.	100%

EX-3.72

Exhibit 3.72

Form 205 (revised 6/01) Return in Duplicate to: Secretary of State P.O. Box 13697 Austin, TX 78711-3697 FAX: 512/463-5709 Filing Fee:  $200 Articles of Organization For A Texas Limited Liability Company Act This space reserved for office use.

Article 1 — Name

The name of the limited liability company is as set forth below:

HTS-Wild Oak Ranch Beverage, LLC

The name of the entity must contain the words “Limited Liability Company” or “Limited Company,” or an accepted abbreviation of such terms.  The name must not be the same as, deceptively similar to or similar to that aim existing corporate, limited liability company, or limited partnership name on rile with the secret of state.  A preliminary check for “name availability” is recommended.

Article 2 — Registered Agent and Registered Office (Select and complete either A or B and complete C)

x  A.  The initial registered agent is an organization (cannot be company named above) by the name of:

ORCorporation Service Company d/b/a CSC-Lawyers Incorporating Service Company

o  B.  The initial registered agent is an individual resident of the state whose is set forth below.

First Name M.I. Last Name Suffix

C.  The business address of the registered agent and the registered office address is:

Street Address 701 Brazos Street, Suite 1050 City Austin TX Zip Code 78701

Article 3 — Management

A.  x  The limited liability company is to be managed by managers.  The names and addresses of the initial managers are set forth below:

OR (Select either option A or option B; do not select both.)

B.  o  The limited liability company will not have managers.  Management of the company is reserved to the members.  The names and addresses of the initial members are set forth below:

Manager/Member Name and Address Information

MANAGER/MEMBER 1

LEGAL ENTITY:  The manager/member is a legal entity named:

INDIVIDUAL: The manager/member is an individual whose tame is set forth below:

First Name Harold M.I. S Last Name Handelsman Suffix

ADDRESS OF MANAGER/MEMBER 1:

Street Address 200 West Madison Street, Fl 38 City Chicago State Illinois Zip Code 60606

MANAGER/MEMBER 2

LEGAL ENTITY:  The manager/member is a legal entity named:

INDIVIDUAL:  The manager/member is an individual whose name is set forth below.

First Name Michael M.I. D Last Name Kinnett Suffix

ADDRESS OF MANAGER/MEMBER 2:

Street Address 9700 West Military Drive City San Antonio State Texas Zip Code 78251

MANAGER/MEMBER 3

LEGAL ENTITY:  The manager/member is a legal entity named:

INDIVIDUAL:  The manager/member is an individual whose name is set forth below.

First Name Rico M.I. R Last Name Espineli Suffix

ADDRESS OF MANAGER/MEMBER 3:

Street Address 1200 Louisiana City Houston State Texas Zip Code 77002

Article 4 — Duration

The period of duration is perpetual.

Article 5 — Purpose

The purpose for which the company is organized is for the transaction of any and all lawful business for which limited liability companies may be organized.

Supplemental Provisions/Information

Text Area

[The attached addendum are incorporated herein by reference.]

Organizer

The name and address of the organizer is set forth below.

Name

Charmaine R. Black

Street Address 200 W Madison, 42nd Fl City Chicago State Illinois Zip Code 60606

Effective Date of Filing

A.  x  This document will become effective when the document is filed by the secretary of state.

OR

B.  o  This document will become effective at a later date, which is not more than ninety (90) days from the date of its filing by the secretary of state.  The delayed effective date is

Execution

The undersigned signs this document subject to the penalties imposed by law for the submission of a false or fraudulent document.

/s/ Charmaine R. Black

Signature of organizer

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EX-3.73

Exhibit 3.73

Regulations

REGULATIONS
OF HTS-WILD OAK RANCH BEVERAGE, LLC

THESE REGULATIONS (“Regulations”) of HTS-WILD OAK RANCH BEVERAGE, LLC, a Texas limited liability company (the “Company”), dated as of May 28, 2004, by and between the Company and HTS-San Antonio, L.P., a Delaware limited partnership (“Member”), as the sole member of the Company.

WITNESSETH:

WHEREAS, the Company was formed as a Texas limited liability company under the Texas Limited Liability Company Act, as amended (the “LLC Act”), pursuant to the Articles of Organization filed with the Secretary of State of the State of Texas on May 28, 2004 (the “Articles of Organization”).

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged, the parties hereto, intending legally to be bound hereby, agree as follows:

ARTICLE I..
DEFINED TERMS

1.1          Definitions.  As used in these Regulations, the following terms shall have the respective meanings indicated below:

“Board of Managers” shall have the meaning set forth in Section 6.1.

“Capital Contribution” means, with respect to each Member, the amount of money or property contributed to the Company by such Member from time to time.

“Company” shall have the meaning set forth in the Preamble.

“Conversion” shall have the meaning set forth in the Recitals.

“Liquidating Trustee” shall have the meaning set forth in Section 10.3.

“LLC Act” shall have the meaning set forth in the Recitals.

“Manager” means any person serving as a member of the Board of Managers.

“Member” shall have the meaning set forth in the Preamble.

“Membership Interest” means a Member’s entire interest in the Company, which shall entitle the Member to (i) an interest in the profits, losses, distributable cash, and net proceeds of liquidation of the Company, as set forth herein; (ii) any right to vote as set forth herein or as

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required under the LLC Act; and (iii) any right to participate in the management of the Company as set forth herein or as required under the LLC Act.  A Membership Interest is personal property and a Member shall have no interest in the specific assets or property of the Company.

“Membership Percentage” means, with respect to each Member, such Member’s percentage ownership interest in the Company set forth on Exhibit A attached hereto, as the same may be amended from time to time to reflect the relative Capital Contribution of each Member.

“Officer” shall have the meaning set forth in Section 7.1.

“Person” means any individual, corporation, general partnership, limited partnership, limited liability company, joint venture, trust, business trust, cooperative, association or other legal entity.

“Regulations” shall have the meaning set forth in the Preamble.

“Transfer” shall have the meaning set forth in Section 9.1.

“Transferee” shall have the meaning set forth in Section 9.2(b).

1.2          References.  References to an “Exhibit” are, unless otherwise specified, to one of the exhibits attached to these Regulations, and references to an “Article” or a “Section” are, unless otherwise specified, to one of the articles or sections of these Regulations,

ARTICLE II.
ORGANIZATIONAL MATTERS

2.1          Formation of Company.  Pursuant to the Articles of Organization filed with the Secretary of State of the State of Texas on May 28, 2004, the Company was formed as a limited liability company for the purposes and upon the terms and conditions hereinafter set forth.  Except as provided herein, the rights, duties and liabilities of each Member and Manager of the Company shall be as provided in the LLC Act.

2.2          Name.  The name of the Company is “HTS-Wild Oak Ranch Beverage, LLC” or such other name as may be selected from time to time by the Board of Managers.

2.3          Purpose.  The purpose and business of the Company is to engage in any lawful business or activity permitted by the LLC Act.

2.4          Term.  The term of the Company shall commence on the date hereof and shall continue perpetually until terminated pursuant to Section 10.1 hereof.

2.5          Principal Office.  The location of the Company’s principal office is the Hyatt Wild Oak Ranch, 9700 West Military Drive, San Antonio, Texas 78251, or such other place as may be selected by the Board of Managers.  The Company may conduct business at such additional places as the Board of Managers shall deem advisable.

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2.6          Registered Agent and Registered Office.  The statutory agent for service of process and the registered office of the Company in the State of Texas shall be Corporation Service Company, d/b/a CSC-Lawyers Incorporating Service Company, 701 Brazos Street, Suite 1050 Austin, Texas 78701, Travis County, or such other statutory agent and registered office as the Member may determine from time to time.

2.7          Fiscal Year.  The fiscal year of the Company shall end on December 31 of each year or such other date as the Board of Managers may select in its discretion from time to time.

ARTICLE III.
CAPITAL CONTRIBUTIONS; ETC.

3.1          Capital Contributions.  The Member has contributed to the capital of the Company the consideration set forth opposite the Member’s name on Exhibit A attached hereto.  No Member shall be obligated to make any additional Capital Contributions to the Company.

3.2          Withdrawal; Return of Capital.  Except as specifically provided herein, no Member shall be entitled to any distributions from the Company or to withdraw any part of such Member’s Capital Contribution prior to the Company’s dissolution and liquidation or, when such withdrawal of capital is permitted, to demand distribution of property other than money.  No Member shall be entitled to interest on its Capital Contribution.

3.3          No Appraisal Rights.  No Member shall have any appraisal rights under the LLC Act.

ARTICLE IV.
DISTRIBUTIONS AND ALLOCATIONS

4.1          Distributions.  The timing and amount of distributions shall be determined by the Board of Managers.

4.2          Allocations.  The profits and losses of the Company shall be allocated to the Member.

ARTICLE V.
ACCOUNTING AND ADMINISTRATIVE MATTERS

5.1          Books and Records.  The Company will maintain true, complete and correct books of account of the Company, all in accordance with generally accepted accounting principles applied on a consistent basis.  The books of account shall contain particulars of all monies, goods or effects belonging to or owing to or by the Company, or paid, received, sold or purchased by the Company, and all of such other transactions, matters and things relating to the business of the Company as are usually entered in books of accounts kept by Persons engaged in a business of a like kind and character or as otherwise required pursuant to the LLC Act.

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ARTICLE VI.
BOARD OF MANAGERS

6.1          Board of Managers.  Except as specifically provided herein, the management and control of the Company shall be vested in a Board of Managers (the “Board of Managers”), which shall be appointed from time to time by the Member.  The initial number of Managers of the Company shall be three (3), as such number may be changed by the Member from time to time.  The initial members of the Board of Managers shall be Harold S. Handelsman, Rico R. Espineli and Michael D. Kinnett.  Each Manager shall hold office until the earlier of his or her resignation or removal, or until his or her successor shall have been duly appointed and qualified in accordance herewith.  Without limiting the foregoing, the Board of Managers shall be responsible for the establishment of policy and operating procedures respecting the business affairs of the Company (including, without limitation, acquisitions, approval of major projects, contracts and purchase orders, all in a manner consistent with these Regulations).  The Board of Managers may appoint one or more officers and delegate duties to such officers as herein contemplated.

6.2          Manner of Acting.  Except as otherwise expressly provided in these Regulations, any action or determination permitted or required to be taken or made by the Board of Managers hereunder or under the LLC Act shall be authorized, taken or made upon the majority vote of the Board of Managers.  A Manager of the Company who is present at a meeting of the Board of Managers at which action on a Company matter is taken shall be conclusively presumed to have assented to the action taken unless his or her dissent shall be entered into the minutes of the meeting or unless he or she shall file his or her written dissent to such action with the person acting as the Secretary of the meeting before the adjournment thereof or shall forward such dissent by registered or certified mail to the Secretary of the Company immediately after the adjournment of the meeting.  Such right to dissent shall not apply to a Manager who votes in favor of such action.

6.3          Board of Managers Meetings.  The Board of Managers may hold meetings either within or outside the State of Texas.  Subject to the provisions of the LLC Act, in any manner that the Board of Managers may determine, members of the Board of Managers, or any committee designated by the Board of Managers, may participate in Board of Managers and committee meetings, by any means of communications, including telephone conference, electronic video screen communication or other communications equipment; provided that all participants in the meeting can hear each other, or otherwise participate concurrently.  Such participation in a meeting shall constitute presence in person at the meeting.

6.4          Meetings; Notices.

(a)           Regular meetings of the Board of Managers may be held on at least five (5) days’ prior written notice at such time and at such place as shall from time to time be determined by the Board of Managers.

(b)           Special meetings of the Board of Managers for any purpose or purposes may be called at any time by Managers constituting the majority of the Board of Managers.  Notice of the time and place of special meetings shall be delivered personally,

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by telephone, by facsimile or by e-mail to each Manager (i) at his or her address as shown on the Company’s records, and (ii) at least five (5) days prior to the time of the meeting.  Any oral notice given personally or by telephone may be communicated to the Manager.  The notice need not specify the place of the meeting, if the meeting is to be held at the Company’s principal office.

(c)           At all meetings of the Board of Managers, a majority of the entire Board of Managers shall constitute a quorum for the transaction of business and the act of a majority of the entire Board of Managers shall be the act of the Board of Managers, except as may be otherwise specifically provided by statute or these Regulations.

(d)           Whenever notice is required to be given, a written waiver thereof, signed by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice.  Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.  Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Managers, or of a committee of the Board of Managers, need be specified in any written waiver of notice unless so required by these Regulations.

(e)           If a quorum is not present at any meeting of the Board of Managers, then the Managers present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present.

6.5          Board of Managers Action by Written Consent Without a Meeting.  Unless otherwise restricted by these Regulations or the LLC Act, any action required or permitted to be taken at any meeting of the Board of Managers, or of any committee thereof, may be taken without a meeting if a majority of the members of the Board of Managers or committee, as the case may be, consent thereto in writing, all Managers receive notice of such action taken and the writing or writings are filed with the minutes of proceedings of the Board of Managers or committee as the case may be.

6.6          Vacancies.  Any vacancy on the Board of Managers may be filled by the Member or by a majority of the Board of Managers remaining in office.

6.7          Resignation and Removal of Managers.  A Manager may resign at any time upon written notice to the Member.  A Manager may be removed, with or without cause, by the Member at any time.

6.8          Compensation of Managers.  No Manager shall be entitled to compensation for his or her services as a Manager of the Company, unless otherwise determined by the Board of Managers.

6.9          Committees of the Board of Managers.  The Board of Managers may designate and adopt procedures relating to the governance of one or more committees (including, but not limited to, an executive committee, an audit committee, a financing committee and a compensation committee), with each committee to consist of one or more Managers.  Any such

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committee shall have and may exercise only the powers and authority provided in such Board of Managers resolution.

ARTICLE VII.
OFFICERS

7.1          Officers: Election and Term of Office.  The Board of Managers may, at any time or from time to time, designate officers of the Company (each, an “Officer”), who may, but shall not be obligated to, include a President, Vice President, Secretary, and Treasurer.  Vacancies may be filled or new offices created and filled by the Board of Managers.  Each Officer shall hold office until the earlier of his or her resignation or removal, or until his or her successor shall have been duly appointed and qualified in accordance herewith.  Each Officer shall perform such duties as specified in these Regulations or as may be prescribed from time to time by the Board of Managers.  An individual may serve as an Officer in more than one office.

7.2          Officers: General Rights and Duties.  Subject to the authority of the Member and the Board of Managers as provided in Article VI hereof, the Officers are hereby directed and authorized (which direction and authorization is revocable at any time by the Board of Managers), on behalf of and in the name of the Company, to implement all decisions approved by the Board of Managers and to conduct the following functions of the Company consistent with action taken by the Board of Managers:

(a)           operate the day-to-day business of the Company in the ordinary course;

(b)           protect and preserve the titles and interests of the Company with respect to the assets owned by or dedicated to the Company;

(c)           keep all books of account and other records of the Company, in accordance with the terms of these Regulations and applicable law;

(d)           carry out the responsibilities of the Company under the leasing, financing, partnership, management, operating and other contractual agreements to which it is a party;

(e)           prepare and file (or cause to be prepared and filed) all necessary reports, statements, tax returns and other documents with local, state, federal, provincial, territorial, or foreign agencies or departments in connection with the business of the Company;

(f)            procure and maintain insurance;

(g)           employ, retain and enter into business relationships, on behalf of the Company, which are necessary or appropriate to carry out the business of the Company as shall be designated by the Board of Managers; and

(h)           distribute the cash of the Company as provided in Article IV hereof and as directed by the Board of Managers.

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7.3          Officers: Description of Offices.  The Officers shall have the duties and powers as set forth below:

(a)           President.  The President shall be the principal executive officer of the company and shall be responsible for the general care, supervision, control and direction of the business of the Company.  The President may sign with or without the Secretary, or any other proper Officer of the Company thereunto authorized by the Board of Managers, any deeds, mortgages, bonds, contracts, or other instruments that the Board of Managers has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Managers to some other Officer or agent of the Company, or shall be required by law to be otherwise signed or executed, and in general shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Managers from time to time.

(b)           Vice President.  The Vice President shall assist the President in the discharge of his, her or their duties as they exist from time to time and perform such duties as may be assigned to him or her by the President or by the Board of Managers.  In the absence of the President, the Vice President shall perform the duties of President, and when so acting, shall have all the powers of and be subject to all the restrictions upon such President.

(c)           Secretary.  The Secretary shall: (i) keep and be the custodian of the books and records of the Company; (ii) see that all notices are duly given in accordance with the provisions of these Regulations or as required by the LLC Act or other applicable law; (iii) keep a register of the address of each Member, which shall be furnished to the Company by such Member; and (iv) in general perform all duties incident to the office of Secretary and such other duties as may be prescribed by the Board of Managers or the President from time to time.

(d)           Treasurer.  The Treasurer shall: (i) have charge and custody of and be responsible for all funds and securities of the Company; (ii) receive and give receipts of moneys due and payable to the Company from any source whatsoever, and deposit all such moneys not otherwise employed in the name of the Company in such bank, savings and loan association, trust company or other depositories as shall be selected by the Board of Managers; and (iii) in general perform all the duties incident to the office of Treasurer and such other duties as may be prescribed by the Board of Managers or the President from time to time.  If required by the Board of Managers, the Treasurer shall give a bond for the faithful discharge of the Treasurer’s duties in such sum and with such surety or sureties as the Board of Managers shall determine.

7.4          Compensation.  The Officers of the Company shall receive such compensation, if any, as may be fixed from time to time by the Board of Managers, No Officer shall be prevented from receiving such compensation by reason of the fact that such Officer is also a member of the Board of Managers,

7.5          Resignations.  Any Officer may resign at any time by giving notice to the Board of Managers.  A resignation of an Officer need not be accepted in order to be effective.

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7.6          Removal.  Any Officer may be removed, with or without cause, by the Board of Managers.

7.7          Vacancies.  A vacancy in any office may be filled by the Board of Managers.

ARTICLE VIII.
LIMITATION ON LIABILITY AND INDEMNIFICATION

8.1          Limitation on Liability.  Except as otherwise provided by the LLC Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and no Indemnified Person (as defined below) shall be obligated for any such debt, obligation or liability of the Company solely by reason of being a Member or officer, director, manager, partner, principal, equityholder, employee, or affiliate of a Member or the Company.

8.2          Indemnification.  Neither the Member nor any officer, director, manager, partner, principal, equityholder, employee or affiliate of a Member or the Company, as the case may be, (each, an “Indemnified Person”) shall be liable, responsible or accountable, whether directly or indirectly, in contract or tort or otherwise, to the Company or to the Member (or any affiliate thereof), as applicable, for any losses, claims, damages, liabilities or expenses, including but not limited to, reasonable attorneys’ fees (collectively, “Damages”) asserted against, suffered or incurred by the Company or by the Member (or affiliate thereof) arising out of, relating to or in connection with any action taken or omitted by the Indemnified Person within the scope of the authority conferred upon such Indemnified Person by these Regulations or the LLC Act, provided that such Indemnified Person shall have acted in good faith and in the belief that such act or omission was in the best interests of the Company and, provided further, that such Indemnified Person shall not have engaged in fraud, willful misconduct or gross negligence.  The Company shall, and hereby does, indemnify and hold harmless and agrees to defend each Indemnified Party from and against any Damages asserted by any person (whether against the Company, the Member or such Indemnified Person) or otherwise incurred by such Indemnified Person by reason of any act performed by such Indemnified Person in accordance with the standards set forth in this Section 8.2 or in enforcing the provisions of the indemnities contained in this Section 8.2.  Notwithstanding anything to the contrary contained in these Regulations, the Member shall not have any personal liability with respect to the indemnities set forth in this Section 8.2, and any such indemnities shall be satisfied solely out of the assets of the Company.

8.3          Payment of Expenses in Advance.  Expenses incurred in defending a civil or criminal action, suit or proceeding shall be paid out of Company funds in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by the Indemnified Person to repay such amount unless it shall ultimately be determined that it is entitled to be indemnified by the Company.

8.4          Provisions Not Exclusive.  The exculpation of liability and indemnification provided by this Article VIII shall not be deemed exclusive of any other limitation on liability or rights to which those seeking indemnification may be entitled under any statute, agreement, vote of the Member or otherwise.

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ARTICLE IX.
TRANSFER OF MEMBERSHIP INTERESTS

9.1          No Restriction on Transfer.  The Member may assign, sell, pledge, encumber, give or otherwise transfer, dispose of or alienate (“Transfer”) all or any portion of its Membership Interest as allowable under the LLC Act and applicable law.

9.2          Admission of New Member.

(a)           Upon a Transfer resulting in more than one Member of the Company, these Regulations shall be amended to reflect such multiple Members’ respective rights.

(b)           Any transferee, assignee, designee, pledgee or legal representative (each a “Transferee”) of a Member, pursuant to a Transfer permitted under these Regulations, shall execute and deliver such other instruments and documents necessary to cause the Transferee to become a Member, and pay all reasonable expenses in connection with such Transferee’s admission as a Member, including, but not limited to, the cost of preparation and filing of any amendment of these Regulations.

(c)           A Transferee who is admitted as a Member pursuant to this Section 9.2 shall have, to the extent transferred, the rights and powers, and shall be subject to the restrictions and liabilities, of the Member under these Regulations, as amended, and the LLC Act.

(d)           In the event the Member makes any Transfer, the Member agrees to provide (and to cause the Transferee to provide) to the Company such information regarding the consideration or transfer price of such Membership Interests, and any other information that the Company may reasonably request to permit the Company to prepare financial statements and tax returns in a timely manner.

9.3          Terms of Admission of New Member; Creation of Preferred or Special Interests.  The Member shall have the right to admit new Members in exchange for property, cash or services on such terms as the Member may determine, and in connection therewith the Member may create series or classes or groups of Members (including the existing Member) having such relative rights, powers and duties as the Member may from time to time establish, including rights, powers and duties senior to the existing Member and may amend Exhibit A hereto to reflect changes in Membership Percentages in exchange for any such property, cash or services or resulting from the redemption of Membership Interests.

ARTICLE X.
DISSOLUTION AND TERMINATION

10.1        Dissolution.  The Company shall continue in perpetuity unless earlier dissolved upon the first to occur of the following:

(a)           the execution by the Member of a written instrument of dissolution;

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(b)           the entry of a decree of judicial dissolution of the Company under Section 6.02 of the LLC Act; or

(c)           the sale or other disposition of all or substantially all of the Company’s assets.

10.2        Liquidating Distribution.  In the event of the dissolution of the Company for any reason, the assets of the Company shall be liquidated for distribution in the following rank and order:

(a)           first, to the payment and discharge of all the debts and liabilities in the order of priority as provided by the LLC Act;

(b)           second, to the establishment of any necessary reserves to provide for contingent liabilities, if any; and

(c)           third, to the Member.

10.3        Liquidating Trustee.  Upon the dissolution of the Company, the affairs of the Company shall be wound up and terminated and its assets shall be distributed exclusively by the Person as is selected at the time of dissolution by the Member (the “Liquidating Trustee”).  The Liquidating Trustee shall be empowered to give and receive notices, reports and payments in connection with the dissolution, liquidation and/or winding-up of the Company and shall hold and exercise such other rights and powers as are necessary or required to permit all parties to deal with the Liquidating Trustee in connection with the dissolution, liquidation, and/or winding-up of the Company and to effectuate the termination of the Company.

ARTICLE XI.
MISCELLANEOUS

11.1        Amendment.  This Agreement may be modified or amended at any time by the written approval of the Member.  The Member shall provide prompt notice of such amendment to the Board of Managers.

11.2        Further Assurances.  The Member agrees to execute, acknowledge, deliver, file, record and publish such further certificates, instruments and documents, and do such other acts and things as may be required by law or to carry out the intent and purposes of these Regulations.

11.3        Notices.  Any and all notices or other communications provided for herein shall be in writing and shall be considered duly given upon the earliest to occur of (a) personal delivery, (b) two (2) days after being delivered to a nationally recognized overnight courier or service, (c) three (3) days after being mailed by registered or certified mail, return receipt requested, postage prepaid or (d) the delivering party’s receipt of a written confirmation of a electronic transmission.  All notices shall be addressed to the Company at its principal office and to each Member at its address contained on the books of the Company.  Either party may change its address by giving notice to the other party as provided herein.

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11.4        Governing Law.  This Agreement is made pursuant to and shall be governed by and construed in accordance with the laws of the State of Texas, without regard to the conflict of laws principles thereof.

11.5        Captions; Pronouns.  All articles and section headings or captions contained in these Regulations are inserted only as a matter of convenience and for reference and in no way define, limit, extend or describe the scope of these Regulations or the intent of any provision hereof.  As used herein, all pronouns shall include the masculine, feminine, neuter, singular and plural thereof wherever the context and facts require such construction.

11.6        Successor and Assigns.  This Agreement shall be binding upon the parties hereto and their respective executors, administrators, legal representatives, heirs, successors and assigns, and shall inure to the benefit of the parties hereto, and, except as otherwise herein expressly provided, their respective executors, administrators, legal representatives, successors and assigns.

11.7        Severability.  If any provision of these Regulations or application to any party or circumstances shall be determined by any court of competent jurisdiction to be invalid or unenforceable to any extent, the remainder of these Regulations or the application of such provision to any other party or circumstances shall not be affected thereby, and each provision shall be valid and shall be enforced to the fullest extent permitted by law.

11.8        Entire Agreement.  This Agreement, including any exhibits and schedules thereto, contains the entire understanding and agreement of the parties hereto relating to the subject matter and supersedes all prior agreements relative hereto which are not contained herein.

11.9        Counterparts.  This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which, when taken together, shall be deemed one agreement.

Signature page follows.

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IN WITNESS WHEREOF, the parties hereto have caused these Regulations to be duly executed as of the date first above written.

THE COMPANY:
HTS-WILD OAK RANCH BEVERAGE, LLC
By:	HTS-San Antonio, L.P. its sole member
	By:	HTS-San Antonio, Inc., its general partner
	By:	/s/ Harold S. Handlesman
		Name: Harold S. Handlesman
		Title: VP and Secretary
THE MEMBER:
HTS-SAN ANTONIO, L.P.
By:	HTS-San Antonio, Inc., its general partner
	By:	/s/ Harold S. Handlesman
		Name: Harold S. Handelsman
		Title: VP and Secretary

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REGULATIONS
OF HTS-WILD OAK RANCH BEVERAGE, LLC

EXHIBIT A

MEMBER	CAPITAL CONTRIBUTION		MEMBERSHIP PERCENTAGE
HTS-SAN ANTONIO, L.P.	$	10,000.00	100	%

EX-3.74

Exhibit 3.74

CERTIFICATE OF FORMATION

OF

HTS-WINDWARD POINTE PARTNER, L.L.C.

The undersigned, an authorized person, for the purpose of forming a limited liability company, under the provisions and subject to the requirements of the State of Delaware (particularly Chapter 18, Title 6 of the Delaware Code and the acts amendatory thereof and supplemental thereto, and known, identified and referred to as the “Delaware Limited Liability Company Act”), hereby certifies that:

FIRST:  The name of the limited liability company is:

HTS-WINDWARD POINTE PARTNER, L.L.C.

SECOND:  The address of its registered office in the State of Delaware is 2711 Centerville Road, Suite 400, in the City of Wilmington, County of New Castle, 19808.  The name of its registered agent at such address is Corporation Service Company.

Dated this 23rd day of September, 2014.

/s/ Heidi M. Belz

Heidi M. Belz

Authorized Person

EX-3.75

Exhibit 3.75

LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF
HTS-WINDWARD POINTE PARTNER, L.L.C.

THIS LIMITED LIABILITY COMPANY OPERATING AGREEMENT (this “Agreement”) of HTS-WINDWARD POINTE PARTNER, L.L.C., a Delaware limited liability company (the “Company”), is dated as of September 23, 2014, by and between the Company and HTS-KW, INC., a Delaware corporation (the “Member”), as the sole member of the Company.

W I T N E S S E T H:

WHEREAS, the Company was formed as a Delaware limited liability company under the Delaware Limited Liability Company Act, as amended (the “LLC Act”), pursuant to a Certificate of Formation filed with the Delaware Secretary of State on September 23, 2014 (the “Certificate of Formation”); and

WHEREAS, the Member desires that the Company operate as a Delaware limited liability company upon the terms and conditions hereinafter set forth.

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt, adequacy and sufficiency of which is hereby acknowledged, the parties agree as follows:

ARTICLE I
DEFINED TERMS; EXHIBITS, SCHEDULES, ETC.

1.1          Definitions. As used in this Agreement, the following terms shall have the meanings indicated below:

“Capital Contribution” means, with respect to the Member, the amount of money or property contributed to the Company by the Member from time to time.

“Membership Interest” means the Member’s entire interest in the Company, which shall entitle the Member to (i) an interest in the profits, losses, distributable cash and net proceeds of liquidation of the Company, as set forth herein; (ii) any right to vote as set forth herein or as required under the LLC Act; and (iii) any right to participate in the management of the Company as set forth herein or as required under the LLC Act. A Membership Interest is personal property and the Member shall have no interest in the specific assets or property of the Company:

“Membership Percentage” means, with respect to the Member, the Member’s percentage ownership interest in the Company set forth on Exhibit A hereto, as the same may be amended from time to time to reflect the relative Capital Contribution of the Member.

“Person” means any individual, corporation, general partnership, limited partnership, limited liability company, joint venture, trust, business trust, cooperative, association or other legal entity.

1.2          References. References to an “Exhibit” are, unless otherwise specified, to one of the exhibits attached to this Agreement, and references to an “Article” or a “Section” are, unless otherwise specified, to one of the articles or sections of this Agreement.

ARTICLE II
ORGANIZATIONAL MATTERS

2.1          Formation of Company. Pursuant to the Certificate of Formation duly filed with the Secretary of State of the State of Delaware on September 23, 2014, the Company has been formed as a limited liability company for the purposes and upon the terms and conditions hereinafter set forth. Except as provided herein, the rights, duties and liabilities of the Member of the Company shall be as provided in the LLC Act.

2.2          Name. The name of the Company is HTS-WINDWARD POINTE PARTNER, L.L.C., or such other name as may be selected from time to time by the Member.

2.3          Purpose. The purpose and business of the Company is to engage in any lawful business or activity permitted by the LLC Act.

2.4          Term. The term of the Company commenced on September 23, 2014 and shall continue perpetually unless earlier terminated pursuant to Section 10.1 hereof.

2.5          Principal Office. The location of the Company’s principal office is 71 South Wacker Drive, 12th’ Floor, Chicago, Illinois 60606, Attention: General Counsel, or such other place as may be selected from time to time by the Member. The Company may conduct business at such additional places as the Member shall deem advisable.

2.6          Registered Agent and Registered Office. The statutory agent for service of process and the registered office of the Company in the State of Delaware shall be Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, or such other statutory agent and registered office as the Board of Managers may determine from time to time.

2.7          Fiscal Year. The fiscal year of the Company shall end on December 31 of each year or such other date as the Board of Managers may select in its discretion from time to time.

ARTICLE III
CAPITAL CONTRIBUTIONS; ETC.

3.1          Capital Contributions. The Member shall be deemed for purposes of this Agreement to have contributed to the capital of the Company the consideration (if any) in the books and records of the Company. The Member shall not be obligated to make any additional Capital Contributions to the Company.

3.2          Withdrawal; Return of Capital. Except as specifically provided herein, the Member shall not be entitled to any distributions from the Company or to withdraw any part of the Member’s Capital Contribution prior to the Company’s dissolution and liquidation or, when such withdrawal of capital is permitted, to demand distribution of property other than money. The Member shall not be entitled to interest on its Capital Contribution.

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3.3          No Appraisal Rights. The Member shall not have any appraisal rights under the LLC Act.

ARTICLE IV
DISTRIBUTIONS AND ALLOCATIONS

4.1          Distributions. The timing and amount of distributions shall be determined by the Board of Managers.

4.2          Allocations. The profits and losses of the Company shall be allocated by the President.

ARTICLE V
ACCOUNTING AND ADMINISTRATIVE MATTERS

5.1          Books and Records. The Company will maintain true, complete and correct books of account of the Company on an annual tax accounting basis using the cash method of accounting consistent with the Company’s fiscal year. The books of account shall contain particulars of all monies, goods or effects belonging to or owing to or by the Company, or paid, received, sold or purchased by the Company, and all of such other transactions, matters and things relating to the business of the Company as are usually entered in books of accounts kept by Persons engaged in a business of a like kind and character or as otherwise required pursuant to the LLC Act.

5.2          Tax Matters Member. The Member shall be the “Tax Matters Member” for the Company, and, as such, shall have the same authority as a tax matters partner as defined in Section 6231(a)(7) of the Internal Revenue Code of 1986, as amended (the “Code”) and analogous provisions of state and local law. The Tax Matters Member shall have the power and perform (or cause to be performed) the obligations required of a tax matters partner to the extent and in the manner provided by applicable Code Sections and Regulations promulgated thereunder. In connection with the performance of its duties hereunder, the Tax Matters Member shall have the right to engage, on behalf of the Company and at the Company’s expense, such advisors as it shall reasonably deem appropriate.

ARTICLE VI
BOARD OF MANAGERS

6.1          Board of Managers. Except as specifically provided herein, the management and control of the Company shall be vested exclusively in a Board of Managers (the “Board of Managers”), which shall be appointed from time to time by the Member. The number of members of the Board of Managers of the Company shall be determined by the Member from time to time, and the initial number of members of the Board of Managers of the Company shall be two (2). Each member of the Board of Managers shall hold office until the earlier of his or her resignation or removal, or until his or her successor shall have been duly appointed and qualified in accordance herewith. Without limiting the foregoing, the Board of Managers shall be responsible for the establishment of policy and operating procedures respecting the business affairs of the Company (including, without limitation, acquisitions, approval of major projects, contracts and purchase orders, all in a manner consistent with this Agreement). The Board of Managers shall have the

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authority to appoint and remove, with or without cause, and replace, officers and assign to them such duties and provide them with such authority as it deems appropriate.

6.2          Manner of Acting. Except as otherwise expressly provided in this Agreement, any action or determination permitted or required to be taken or made by the Board of Managers hereunder or under the LLC Act shall be authorized, taken or made upon the majority vote of the Board of Managers. A Manager of the Company who is present at a meeting of the Board of Managers at which action on a Company matter is taken shall be conclusively presumed to have assented to the action taken unless his or her dissent shall be entered into the minutes of the meeting or unless he or she shall file his or her written dissent to such action with the person acting as the Secretary of the meeting before the adjournment thereof or shall forward such dissent by registered or certified mail to the Secretary of the Company immediately after the adjournment of the meeting. Such right to dissent shall not apply to a Manager who votes in favor of such action.

6.3          Board of Managers Meetings. The Board of Managers may hold meetings either within or outside the State of Delaware. Subject to the provisions of the LLC Act, members of the Board of Managers, or any committee designated by the Board of Managers, may participate in Board of Managers and committee meetings by any means of communications, including telephone conference, electronic video screen communication or other communications equipment; provided that all participants in the meeting can hear each other, or otherwise participate concurrently. Such participation in a meeting shall constitute presence in person at the meeting.

6.4          Meetings; Notices.

(a)           Regular meetings of the Board of Managers may be held on at least one (1) day’s prior written notice at such time and at such place as shall from time to time be determined by the Board of Managers.

(b)           Special meetings of the Board of Managers for any purpose or purposes may be called at any time by Managers constituting the majority of the Board of Managers. Notice of the time and place of special meetings shall be delivered personally, by telephone, by facsimile or by e-mail to each Manager (i) at his or her address as shown on the Company’s records, and (ii) at least two (2) days prior to the time of the meeting. Any oral notice given personally or by telephone may be communicated to the Manager. The notice need not specify the place of the meeting, if the meeting is to be held at the Company’s principal office.

(c)           At all meetings of the Board of Managers, a majority of the entire Board of Managers shall constitute a quorum for the transaction of business and the act of a majority of the entire Board of Managers shall be the act of the Board of Managers, except as may be otherwise specifically provided by statute or this Agreement.

(d)           Whenever notice is required to be given, a written waiver thereof, signed by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of

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objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Managers, or of a committee of the Board of Managers, need be specified in any written waiver of notice unless so required by this Agreement.

(e)           If a quorum is not present at any meeting of the Board of Managers, then the Managers present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present.

6.5          Board of Managers Action by Written Consent Without a Meeting. Unless otherwise restricted by this Agreement or the LLC Act, any action required or permitted to be taken at any meeting of the Board of Managers, or of any committee thereof, may be taken without a meeting if a majority of the members of the Board of Managers or committee, as the case may be, consent thereto in writing, all Managers receive notice of such action taken and the writing or writings are filed with the minutes of proceedings of the Board of Managers or committee as the case may be.

6.6          Vacancies. Any vacancy on the Board of Managers may be filled by the Member or by a majority of the Board of Managers remaining in office.

6.7          Resignation and Removal of Managers. A Manager may resign at any time upon written notice to the Member and the Company. A Manager may be removed, with or without cause, by the Member at any time.

6.8          Compensation of Managers. No Manager shall be entitled to compensation for his or her services as a Manager of the Company, unless otherwise determined by the Board of Managers.

6.9          Committees of the Board of Managers. The Board of Managers may designate and adopt procedures relating to the governance of one or more committees (including, but not limited to, an executive committee, an audit committee, a financing committee and a compensation committee), with each committee to consist of one or more Managers. Any such committee shall have and may exercise only the powers and authority provided in such Board of Managers resolution.

6.10        Initial Board of Managers. Pursuant to Section 6.1 hereof, Mark S. Hoplamazian and Brian Karaba shall be, and hereby are, nominated and elected as the sole members of the Board of Managers of the Company, to act in such capacity until their resignation or removal, or until their successors shall have been duly appointed and qualified in accordance in accordance with this Agreement.

ARTICLE VII
OFFICERS

7.1          Officers: Election and Term of Office. The Board of Managers shall have the authority to designate and remove officers of the Company (each, an “Officer”), including, but not limited to, a President, one or more Vice Presidents, a Secretary, one or more Assistant Secretaries,

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a Treasurer and one or more Assistant Treasurers. Effective on the date of this Agreement, the Officers of the Company shall be as follows:

Mark S. Hoplamazian	President
Brian Karaba	Vice President and Treasurer
Peter Morrow	Vice President — Tax
Jerry O’Connor	Vice President
Tracy Gainer	Vice President
Heidi M. Belz	Secretary
David J. Blasi	Assistant Secretary

Vacancies may be filled or new offices created and filled by the Board of Managers. Each Officer shall hold office until the earlier of his or her resignation or removal, or until his or her successor shall have been duly appointed and qualified in accordance herewith. Each Officer shall perform such duties as specified in this Agreement or as may be prescribed from time to time by the Board of Managers. An individual may serve as an Officer in more than one office.

7.2          Officers: General Rights and Duties. Subject to the authority of the Board of Managers as provided in Article VI hereof, the Officers are hereby directed and authorized (which direction and authorization is revocable at any time by the Board of Managers), on behalf of and in the name of the Company, to implement all decisions approved by the Board of Managers and to operate the day-to-day business of the Company in the ordinary course, including, without limitation:

(a)           protect and preserve the titles and interests of the Company with respect to the assets owned by or dedicated to the Company;

(b)           keep all books of account and other records of the Company, in accordance with the terms of this Agreement and applicable law;

(c)           carry out the responsibilities of the Company under the leasing, financing, partnership, management, operating and other contractual agreements to which it is a Party;

(d)           prepare and file (or cause to be prepared and filed) all necessary reports, statements, tax returns and other documents with local, state, federal, provincial, territorial, or foreign agencies or departments in connection with the business of the Company;

(e)           procure and maintain insurance;

(f)            employ, retain and enter into business relationships, on behalf of the Company, which are necessary or appropriate to carry out the business of the Company as shall be designated by the Member; and

(g)           distribute the cash of the Company as provided in Article IV hereof and as directed by the Board of Managers.

7.3          Officers: Description of Offices. The Officers shall have the duties and powers as set forth below:

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(a)           President. The President shall be the principal executive officer of the company and shall be responsible for the general care, supervision, control and direction of the business of the Company. The President may sign with or without the Secretary, or any other proper Officer of the Company thereunto authorized by the Board of Managers, any deeds, mortgages, bonds, contracts, or other instruments that the Board of Managers has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Managers to some other Officer or agent of the Company, or shall be required by law to be otherwise signed or executed, and in general shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Managers from time to time.

(b)           Vice Presidents. The Vice Presidents may assume and perform the duties of the President in the absence or disability of the President or whenever the office of President is vacant. The Vice Presidents shall perform other duties commonly incident to their office and shall also perform such other duties and have such other powers as the Board of Managers or the President shall designate from time to time.

(c)           Secretary. The Secretary shall: (i) keep and be the custodian of the books and records of the Company; (ii) see that all notices are duly given in accordance with the provisions of this Agreement or as required by the LLC Act or other applicable law; (iii) keep a register of the address of each Member, which shall be furnished to the Company by such Member; and (iv) in general perform all duties incident to the office of Secretary and such other duties as may be prescribed by the Board of Managers or the President from time to time.

(d)           Assistant Secretaries. The Assistant Secretaries may assume and perform the duties of the Secretary in the absence or disability of the Secretary or whenever the office of the Secretary is vacant. The Assistant Secretaries shall also perform such other duties and have such other powers as the Board of Managers or the President shall designate from time to time.

(e)           Treasurer. The Treasurer shall: (i) have charge and custody of and be responsible for all funds and securities of the Company; (ii) receive and give receipts of moneys due and payable to the Company from any source whatsoever, and deposit all such moneys not otherwise employed in the name of the Company in such bank, savings and loan association, trust company or other depositories as shall be selected by the Board of Managers; and (iii) in general perform all the duties incident to the office of Treasurer and such other duties as may be prescribed by the Board of Managers or the President from time to time. If required by the Board of Managers, the Treasurer shall give a bond for the faithful discharge of the Treasurer’s duties in such sum and with such surety or sureties as the Board of Managers shall determine.

(f)            Assistant Treasurers. The Assistant Treasurers may assume and perform the duties of the Treasurer in the absence or disability of the Treasurer or whenever the office of the Treasurer is vacant. The Assistant Treasurers shall also perform such other duties and have such other powers as the Board of Managers or the President shall designate from time to time.

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7.4          Compensation. The Officers of the Company shall receive such compensation, if any, as may be fixed from time to time by the Board of Managers.

7.5          Resignations. Any Officer may resign at any time by giving notice to the Company: A resignation of an Officer need not be accepted in order to be effective.

7.6          Removal. Any Officer may be removed, with or without cause, by the Board of Managers.

7.7          Vacancies. A vacancy in any office may be filled by the Board of Managers.

ARTICLE VIII.
LIMITATION ON LIABILITY AND INDEMNIFICATION

8.1          Limitation on Liability. Except as otherwise provided by the LLC Act, the debts,  obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and no Indemnified Person (as defined below) shall be obligated for any such debt, obligation or liability of the Company solely by reason of being a Member or officer of the Company, or a director, manager, partner, principal, equityholder, employee or affiliate of a Member or the Company.

8.2          Indemnification and Contribution. Neither the Member nor any officer, director, manager, principal, equityholder or employee of the Member or the Company (each, an “Indemnified Person”), as the case may be, shall be liable, responsible or accountable, whether directly or indirectly, in contract or tort or otherwise, to the Company or to the Member, as applicable, for any losses, claims, damages, liabilities or expenses, including but not limited to, reasonable attorneys’ fees (collectively, “Damages”), asserted against, suffered or incurred by the Company or by the Member arising out of, relating to or in connection with any action taken or omitted by the Indemnified Person within the scope of the authority conferred upon such Indemnified Person by this Agreement or the LLC Act, provided that such Indemnified Person shall have acted in good faith and in the belief that such act or omission was in the best interests of the Company and, provided further, that such Indemnified Person shall not have engaged in fraud, willful misconduct or gross negligence. The Company shall, and hereby does, indemnify and hold harmless and agrees to defend each Indemnified Person from and against any Damages asserted by any Person (whether against the Company, the Member or such Indemnified Person) or otherwise incurred by such Indemnified Person by reason of any act performed by such Indemnified Person in accordance with the standards set forth in this Section 8.2 or in enforcing the provisions of the indemnities contained in this Section 8.2. Notwithstanding anything to the contrary contained in this Agreement, the Member shall have no personal liability with respect to the indemnities set forth in this Section 8.2, and any such indemnities shall be satisfied solely out of the assets of the Company.

8.3          Payment of Expenses in Advance. Expenses incurred in defending a civil or criminal action, suit or proceeding shall be paid out of Company funds in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by the Indemnified Person to repay such amount unless it shall ultimately be determined that it is entitled to be indemnified by the Company:

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8.4          Provisions Not Exclusive. The exculpation of liability and indemnification provided by this Article VIII shall not be deemed exclusive of any other limitation on liability or rights to which those seeking indemnification may be entitled under any statute, agreement, Member vote or otherwise,

ARTICLE IX.
TRANSFER OF MEMBERSHIP INTERESTS

9.1          No Restriction on Transfer. The Member may assign, sell, pledge, encumber, give or otherwise transfer, dispose of or alienate (“Transfer”) all or any portion of its Membership Interest as allowable by the LLC Act and applicable law.

9.2          Admission of New Member.

(a)           Upon a Transfer or other event resulting in more than one Member of the Company, this Agreement shall be amended to reflect such multiple Members’ respective rights, interests and obligations.

(b)           Any transferee, assignee, designee, pledgee or legal representative (each a “Transferee”) of the Member, pursuant to a Transfer permitted under this Agreement, shall execute and deliver such other instruments and documents necessary to cause the Transferee to become a Member, and pay all reasonable expenses in connection with such Transferee’s admission as a Member, including, but not limited to, the cost of preparation and filing of any amendment of this Agreement.

(c)           A Transferee who is admitted as a Member pursuant to this Section 9.2  shall have, to the extent transferred, the rights and powers, and shall be subject to the restrictions and liabilities, of the Member under this Agreement, as amended, and the LLC Act.

(d)           In the event the Member makes any Transfer, the Member agrees to provide (and to cause the Transferee to provide) to the Company such information regarding the consideration or transfer price of such Membership Interests, and any other information that the Company may reasonably request to permit the Company to prepare financial statements and tax returns in a timely manner.

9.3          Terms of Admission of New Member; Creation of Preferred or Special Interests. The Board of Managers shall have the right to admit new Members in exchange for property, cash or services on such terms as the Board of Managers may determine, and in connection therewith the Company may create series or classes or groups of Members (including the existing Member) having such relative rights, powers and duties as the Board of Managers may from time to time establish, including rights, powers and duties senior to the existing Member and may amend this Agreement and Exhibit A hereto to reflect changes in Membership Percentages in exchange for any such property, cash or services or resulting from the redemption of Membership Interests.

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ARTICLE X.
DISSOLUTION AND TERMINATION

10.1        Dissolution. The Company shall continue in perpetuity unless earlier dissolved upon the first to occur of the following:

(a)           the execution by the Member of a written instrument of dissolution;

(b)           the entry of a decree of judicial dissolution of the Company under Section 18-802 of the LLC Act; or

(c)           the sale or other disposition of all or substantially all of the Company’s assets.

10.2        Liquidating Distribution. In the event of the dissolution of the Company for any reason, the assets of the Company shall be liquidated for distribution in the following rank and order:

(a)           first, to the payment and discharge of all the debts and liabilities in the order of priority as provided by the LLC Act;

(b)           second, to the establishment of any necessary reserves to provide for contingent liabilities, if any; and

(c)           third, to the Member.

10.3        Liquidating Trustee. Upon the dissolution of the Company, the affairs of the Company shall be wound up and terminated and its assets shall be distributed exclusively by the Person selected at the time of dissolution by the Member to oversee such matters (the “Liquidating Trustee”). The Liquidating Trustee shall be empowered to give and receive notices, reports and payments in connection with the dissolution, liquidation and/or winding-up of the Company and shall hold and exercise such other rights and powers as are necessary or required to permit all parties to deal with the Liquidating Trustee in connection with the dissolution, liquidation, and/or winding-up of the Company and to effectuate the termination of the Company:

ARTICLE XI.
MISCELLANEOUS

11.1        Amendment. This Agreement may be modified or amended at any time by the written approval of the Member, and by the Board of Managers in accordance with Section 9.3.

11.2        Further Assurances. The Member agrees to execute, acknowledge, deliver, file, record and publish such further certificates, instruments and documents, and do such other acts and things as may be required by law or to carry out the intent and purposes of this Agreement.

11.3        Notices. Any and all notices or other communications provided for herein shall be in writing and shall be considered duly given upon the earliest to occur of (a) personal delivery, (b) one (1) day after being delivered to a nationally recognized overnight courier or service, (c)

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three (3) days after being mailed by registered or certified mail, return receipt requested, postage prepaid or (d) the delivering party’s receipt of a written confirmation of an electronic transmission. All notices shall be addressed to the Company at its principal office and to the Member at its address contained on the books of the Company. Either party may change its address by giving notice to the other party as provided herein.

11.4        Governing Law. This Agreement shall be construed and enforced in accordance with and governed by the laws of the State of Delaware, without regard to the principles of conflicts of law. In the event of a conflict between any provision of this Agreement and any non-mandatory provision of the LLC Act, the provisions of this Agreement shall control and take precedence.

11.5        Captions; Pronouns. All articles and section headings or captions contained in this Agreement are inserted only as a matter of convenience and for reference and in no way define, limit, extend or describe the scope of this Agreement or the intent of any provision hereof. As used herein, all pronouns shall include the masculine, feminine, neuter, singular and plural thereof wherever the context and facts require such construction.

11.6        Successor and Assigns. This Agreement shall be binding upon the parties hereto and their respective executors, administrators, legal representatives, heirs, successors and assigns, and shall inure to the benefit of the parties hereto, and, except as otherwise herein expressly provided, their respective executors, administrators, legal representatives, successors and assigns.

11.7        Severability. If any provision of this Agreement or application to any party or circumstances shall be determined by any court of competent jurisdiction to be invalid or unenforceable to any extent, the remainder of this Agreement or the application of such provision to any other party or circumstances shall not be affected thereby, and each provision shall be valid and shall be enforced to the fullest extent permitted by law.

11.8        Entire Agreement. This Agreement, including any exhibits and schedules thereto, contains the entire understanding and agreement of the parties hereto relating to the subject matter and supersedes all prior agreements relative hereto which are not contained herein.

11.9        Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which, when taken together, shall be deemed one agreement.

Signature page follows.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.

THE MEMBER:
HTS-KW, INC.
By:	/s/ Peter Morrow
	Name:	Peter Morrow
	Title:	Vice President – Tax
THE COMPANY:
HTS-WINDWARD POINTE PARTNER, L.L.C.
By:	/s/ Brian Karaba
	Name:	Brian Karaba
	Title:	Vice President and Treasurer

[Signature Page to LLC Agreement of HTS-Windward Pointe Partner, L.L.C.]

BOARD OF MANAGERS

The undersigned, being all of the members of the Board of Managers of the Company, hereby join in the execution of this Agreement solely with respect to the appointment of Officers set forth in Section 7.1 hereof,

/s/ Mark S. Hoplamazian

Mark S. Hoplamazian

/s/ Brian Karaba

Brian Karaba

[Signature Page to LLC Agreement of HTS-Windward Pointe Partner, L.L.C. – Board of Managers]

Exhibit A

MEMBER	MEMBERSHIP PERCENTAGE
HTS-KW, Inc.	100%

EX-3.76

Exhibit 3.76

CERTIFICATE OF INCORPORATION

OF

H-SUB 54, INC.

The undersigned, for the purposes hereinafter stated, under and pursuant to the provisions of the General Corporation Law of Delaware does hereby certify as follows:

FIRST:  The name of the Corporation is:

H-SUB 54, INC.

SECOND:  The Registered Office of the Corporation is to be located at 32 Loockerman Square, Suite L-100, in the City of Dover, in the County of Kent, in the State of Delaware.  The name of its Registered Agent at that address is The Prentice-Hall Corporation System, Inc.

THIRD:  The purpose of the Corporation is to engage in any lawful act or activity for which Corporations may be organized under the General Corporation Law of Delaware.

FOURTH:  The total number of shares which the Corporation shall have authority to issue is one hundred (100), all of which are classified as common stock without par value.

FIFTH:  The original by-laws of the Corporation may be adopted by the sole incorporator named herein, or by the initial directors of the Corporation.  Thereafter, in furtherance and not in limitation of the powers conferred by the laws of the State of Delaware, the Board of Directors and/or the stockholders of the Corporation are expressly empowered to make alter, amend or repeal by-laws in the manner to be determined by the terms of the by-laws of the Corporation then in existence.

SIXTH:  The name and mailing address of the sole incorporator is Jean Santore, c/o Hyatt Corporation, 200 West Madison, Chicago, Illinois 60606.

SEVENTH:  The Corporation shall have perpetual existence.

EIGHTH:  The Corporation shall, to the fullest extent permitted by Section 145 of the Delaware General Corporation Law, as amended from time to time, indemnify all persons whom it may indemnify pursuant thereto.

NINTH:  The personal liability of the directors of the Corporation is hereby eliminated to the fullest extent permitted by Paragraph (7) of Subsection (b) of Section 102 of the General Corporation Law of the State of Delaware, as the same may be amended and supplemented.

IN WITNESS WHEREOF, the undersigned does make this Certificate hereby declaring and certifying that the facts herein stated are true and accordingly, has hereunto set her hand and seal this 13th day of May, 1992.

/s/ Jean Santore

Jean Santore

Sole Incorporator

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

H-SUB 54, INC.

Adopted in accordance with the provisions of
Section 241 of the General Corporation Law
of the State of Delaware

I, Jean Santore, the sole incorporator of H-SUB 54, INC., a Corporation existing under the laws of the State of Delaware, do hereby certify as follows:

FIRST:  That the Certificate of Incorporation of said Corporation has been amended to read as follows:

By striking out the whole of Article First hereof as it now exists and inserting in lieu and instead thereof a new Article First, reading as follows:

“FIRST:  The name of the Corporation is:

HYATT VACATION OWNERSHIP, INC.”

SECOND:  That said Corporation has not received any payment for any of its stock.

THIRD:  That such amendment has been duly adopted in accordance with the provisions of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, the undersigned declares and certifies that the facts herein stated are true and has hereunto set her hand and seal as of this 24th day of March, 1993.

/s/ Jean Santore

Jean Santore

Sole Incorporator

CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
HYATT VACATION OWNERSHIP, INC.

The corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware does hereby certify:

FIRST:  That at a meeting of the Board of Directors of HYATT VACATION OWNERSHIP, INC., a Delaware corporation, resolutions were duly adopted setting forth a proposed amendment of the Certificate of Incorporation of said corporation, declaring said amendment to be advisable and calling a meeting of the stockholders of said corporation for consideration thereof.  The resolution setting forth the proposed amendment is as follows:

RESOLVED, that the Certificate of Incorporation of this corporation be amended by changing Article thereof numbered “FIRST” so that, as amended, said Article shall be and read as follows:

“FIRST:  The name of the Corporation is:

HYATT RESIDENTIAL GROUP, INC.”

SECOND:  That thereafter, pursuant to resolution of its Board of Directors, a special meeting of the stockholders of said corporation was duly called and held upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware at which meeting the necessary number of shares as required by statute were voted in favor of the amendment.

THIRD:  That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

FOURTH:  That the capital of said corporation shall not be reduced under or by reason of said amendment.

IN WITNESS WHEREOF, said corporation has caused this certificate to be signed the 17th day of November, 2010.

By:	/s/ Heidi M. Belz
		Heidi M. Belz
		Secretary

CERTIFICATE OF AMENDMENT
TO
CERTIFICATE OF INCORPORATION
OF
HYATT RESIDENTIAL GROUP, INC.

Pursuant to the provisions of Section 242 of the General Corporation Law of the State of Delaware (the “DGCL”), HYATT RESIDENTIAL GROUP, INC., a Delaware corporation (hereinafter, the “Corporation”) adopts the following amendment to its Certificate of Incorporation:

FIRST:  The name of the Corporation is HYATT RESIDENTIAL GROUP, INC.

SECOND:  The date of filing of the Corporation’s Certificate of Incorporation with the Delaware Secretary of State was May 15, 1992.

THIRD:  The Certificate of Incorporation of the Corporation is hereby amended by striking out the whole of Article First thereof and by substituting in lieu of said Article the following new Article First:

“FIRST:	The name of the Corporation is:
	HV GLOBAL GROUP, INC.”

FOURTH:  The foregoing amendment was duly adopted in accordance with the provisions of Section 242 of the DGCL.

IN WITNESS WHEREOF, the undersigned has executed this amendment on this 1st day of October, 2014.

/s/ Jeanette E. Marbert

Jeanette E. Marbert,

Authorized Officer

EX-3.77

Exhibit 3.77

HYATT VACATION OWNERSHIP, INC.

-o-o-o-

BY-LAWS

-o-o-o-

ARTICLE I

OFFICES

Section 1.              The registered office shall be in the City of Dover, County of Kent, State of Delaware.

Section 2.              The corporation may also have offices at such other places both within and without the State of Delaware as the board of directors may from time to time determine or the business of the corporation may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

Section 1.              All meetings of the stockholders for the election of directors shall be held in the City of Chicago, State of Illinois, at such place as may be fixed from time to time by the board of directors, or at such other place either within or without the State of Delaware as shall be designated from time to time by the board of directors and stated in the notice of the meeting. Meetings of stockholders for any other purpose may be held at such time and place, within or without the State of Delaware, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

Section 2.              Annual meetings of stockholders, commencing with the year 1993, shall be held on the first Monday of June if not a legal holiday, and if a legal holiday, then on the next secular day following, at 10:00 A. M., or at such other date and time as shall be designated from time to time by the board of directors and stated in the notice of the meeting, at which they shall

elect by a plurality vote a board of directors, and transact such other business as may properly be brought before the meeting.

Section 3.              Written notice of the annual meeting stating the place, date and hour of the meeting shall be given to each stockholder entitled to vote at such meeting not less than ten nor more than sixty days before the date of the meeting.

Section 4.              The officer who has charge of the stock ledger of the corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

Section 5.              Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute or by the certificate of incorporation, may be called by the president and shall be called by the president or secretary at the request in writing of a majority of the board of directors, or at the request in writing of stockholders owning a majority in amount of the entire capital stock of the corporation issued and outstanding and entitled to vote. Such request shall state the purpose or purposes of the proposed meeting.

Section 6.              Written notice of a special meeting stating the place, date and hour of the meeting and the purpose or purposes for which the meeting is called, shall be given not less than

2

ten nor more than sixty days before the date of the meeting, to each stockholder entitled to vote at such meeting.

Section 7.              Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.

Section 8.              The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the certificate of incorporation. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

Section 9.              When a quorum is present at any meeting, the vote of the holders of a majority of the stock having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which by express provision of the statutes or of the certificate of incorporation, a different vote is required, in which case such express provision shall govern and control the decision of such question.

Section 10.            Unless otherwise provided in the certificate of incorporation, each stockholder shall at every meeting of the stockholders be entitled to one vote in person or by

3

proxy for each share of the capital stock having voting power held by such stockholder, but no proxy shall be voted on after three years from its date, unless the proxy provides for a longer period.

Section 11.            Unless otherwise provided in the certificate of incorporation, any action required to be taken at any annual or special meeting of stockholders of the corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

ARTICLE III

DIRECTORS

Section 1.              The number of directors which shall constitute the whole board shall be not less than three (3). The directors shall be elected at the annual meeting of the stockholders, except as provided in Section 2 of this Article, and each director elected shall hold office until his successor is elected and qualified. Directors need not be stockholders.

Section 2.              Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, though less than a quorum, or by a sole remaining director, and the directors so chosen shall hold office until the next annual election and until their successors are duly elected and shall qualify, unless sooner displaced. If there are no directors in office, then an election of directors may be

4

held in the manner provided by statute. If, at the time of filling any vacancy or any newly created directorship, the directors then in office shall constitute less than a majority of the whole board (as constituted immediately prior to any such increase), the Court of Chancery may, upon application of any stockholder or stockholders holding at least ten percent of the total number of the shares at the time outstanding having the right to vote for such directors, summarily order an election to be held to fill any such vacancies or newly created directorships, or to replace the directors chosen by the directors then in office.

Section 3.              The business of the corporation shall be managed by or under the direction of its board of directors, which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the certificate of incorporation or by these by-laws directed or required to be exercised or done by the stockholders.

MEETINGS OF THE BOARD OF DIRECTORS

Section 4.              The board of directors of the corporation may hold meetings, both regular and special, either within or without the State of Delaware.

Section 5.              The first meeting of each newly elected board of directors shall be held at such time and place as shall be fixed by the vote of the stockholders at the annual meeting and no notice of such meeting shall be necessary to the newly elected directors in order legally to constitute the meeting, provided a quorum shall be present. In the event of the failure of the stockholders to fix the time or place of such first meeting of the newly elected board of directors, or in the event such meeting is not held at the time and place so fixed by the stockholders, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the board of directors, or as shall be specified in a written waiver signed by all of the directors.

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Section 6.              Regular meetings of the board of directors may be held without notice at such time and at such places as shall from time to time be determined by the board.

Section 7.              Special meetings of the board may be called by the president without notice to each director; special meetings shall be called by the president or secretary in like manner and on like notice on the written request of two directors unless the board consists of only one director; in which case special meetings shall be called by the president or secretary in like manner and on like notice on the written request of the sole director.

Section 8.              At all meetings of the board a majority of the directors shall constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the board of directors, except as may be otherwise specifically provided by statute or by the certificate of incorporation. If a quorum shall not be present at any meeting of the board of directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

Section 9.              Unless otherwise restricted by the certificate of incorporation or these by-laws, any action required or permitted to be taken at any meeting of the board of directors or of any committee thereof may be taken without a meeting, if all members of the board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the board or committee.

Section 10.            Unless otherwise restricted by the certificate of incorporation or these by-laws, members of the board of directors, or any committee designated by the board of directors, may participate in a meeting of the board of directors, or any committee, by means of conference telephone or similar communications equipment by means of which all persons participating in

6

the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.

COMMITTEES OF DIRECTORS

Section 11.            The board of directors may, by resolution passed by a majority of the whole board, designate one or more committees, each committee to consist of one or more of the directors of the corporation. The board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee.

In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the board of directors to act at the meeting in the place of any such absent or disqualified member.

Any such committee, to the extent provided in the resolution of the board of directors, shall have and may exercise all the powers and authority of the board of directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to amending the certificate of incorporation, adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange or all of substantially all of the corporation’s property and assets, recommending to the stockholders a dissolution of the corporation or a revocation of a dissolution, or amending the by-laws of the corporation; and, unless the resolution or the certificate of incorporation expressly so provide, no such committee shall have the power or authority to declare a dividend or to

7

authorize the issuance of stock. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the board of directors.

Section 12.            Each committee shall keep regular minutes of its meetings and report the same to the board of directors when required.

COMPENSATION OF DIRECTORS

Section 13.            Unless otherwise restricted by the certificate of incorporation or these by-laws, the board of directors shall have the authority to fix the compensation of directors. The directors may be paid their expenses, if any, of attendance at each meeting of the board of directors and may be paid a fixed sum for attendance at each meeting of the board of directors or a stated salary as director. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.

REMOVAL OF DIRECTORS

Section 14.            Unless otherwise restricted by the certificate of incorporation or these by-laws, any director or the entire board of directors may be removed, with or without cause, by the holders of a majority of shares entitled to vote at an election of directors.

ARTICLE IV

NOTICES

Section 1.              Whenever, under the provisions of the statutes or of the certificate of incorporation or of these by-laws, notice is required to be given to any director or stockholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, addressed to such director or stockholder, at his address as it appears on the records of the corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the

8

time when the same shall be deposited in the United States mail. Notice to directors may also be given by telegram.

Section 2.              Whenever any notice is required to be given under the provisions of the statutes or of the certificate of incorporation or of these by-laws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

ARTICLE V

OFFICERS

Section 1.              The officers of the corporation shall be chosen by the board of directors and shall be a president, a vice president, a secretary and a treasurer. The board of directors may also choose additional vice presidents, and one or more assistant secretaries and assistant treasurers. Any number of offices may be held by the same person, unless the certificate of incorporation or these by-laws other- wise provide.

Section 2.              The board of directors at its first meeting after each annual meeting of stockholders shall choose a president, one or more vice presidents, a secretary and a treasurer.

Section 3.              The board of directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the board.

Section 4.              The salaries of all officers and agents of the corporation shall be fixed by the board of directors.

Section 5.              The officers of the corporation shall hold office until their successors are chosen and qualify. Any officer elected or appointed by the board of directors may be removed at any time by the affirmative vote of a majority of the board of directors.

9

Any vacancy occurring in any office of the corporation shall be filled by the board of directors.

THE PRESIDENT

Section 6.              The president shall be the chief executive officer of the corporation, shall preside at all meetings of the stockholders and the board of directors, shall have general and active management of the business of the corporation and shall see that all orders and resolutions of the board of directors are carried into effect.

Section 7.              He shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the board of directors to some other officer or agent of the corporation.

THE VICE PRESIDENTS

Section 8.              In the absence of the president or in the event of his inability or refusal to act, the vice president (or in the event there be more than one vice president, the vice presidents in the order designated by the directors, or in the absence of any designation, then in the order of their election) shall perform the duties of the president, and when so acting, shall have all the powers of and be subject to all the restrictions upon the president. The vice president shall per-form such other duties and have such other powers as the board of directors may from time to time prescribe.

TEE SECRETARY AND ASSISTANT SECRETARY

Section 9.              The secretary shall attend all meetings of the board of directors and all meetings of the stockholders and record all the proceedings of the meetings of the corporation and of the board of directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required. He shall give, or cause to be given notice of all

10

meetings of the stockholders and special meetings of the board of directors, and shall perform such other duties as may be prescribed by the board of directors or president, under whose supervision he shall be. He shall have custody of the corporate seal of the corporation and he, or an assistant secretary, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by his signature or by the signature of such assistant secretary. The board of directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by his signature.

Section 10.            The assistant secretary, or if there be more than one, the assistant secretaries in the order determined by the board of directors (or if there be no such determination, then in the order of their election) shall, in the absence of the secretary or in the event of his inability or refusal to act, perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

THE TREASURER AND ASSISTANT TREASURERS

Section 11.            The treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the board of directors.

Section 12.            He shall disburse the funds of the corporation as may be ordered by the board of directors, taking proper vouchers for such disbursements, and shall render to the president and the board of directors, at its regular meetings, or when the board of directors so requires, an account of all his transactions as treasurer and of the financial condition of the corporation.

11

Section 13.            If required by the board of directors, he shall give the corporation a bond (which shall be renewed every six years) in such sum and with such surety or sureties as shall be satisfactory to the board of directors for the faithful performance of the duties of his office and for the restoration to the corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the corporation.

Section 14.            The assistant treasurer, or if there shall be more than one, the assistant treasurers in the order determined by the board of directors (or if there be no such determination, then in the order of their election), shall, in the absence of the treasurer or in the event of his inability or refusal to act, perform the duties and exercise the powers of the treasurer and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

ARTICLE VI

CERTIFICATE OF STOCK

Section 1.              Every holder of stock in the corporation shall be entitled to have a certificate, signed by, or in the name of the corporation by, the chairman or vice chairman of the board of directors, or the president or a vice president and the treasurer or an assistant treasurer, or the secretary or an assistant secretary of the corporation, certifying the number of shares owned by him in the corporation.

Section 2.              Any or all of the signatures on the certificate may be facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such

12

certificate is issued it may be issued by the corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue.

LOST CERTIFICATES

Section 3.              The board of directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of the fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates, the board of directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require and/or to give the corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost, stolen or destroyed.

TRANSFER OF STOCK

Section 4.              Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignation or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books.

FIXING RECORD DATE

Section 5.              In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any

13

dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the board of directors may fix, in advance, a record date, which shall not be more than sixty nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the board of directors may fix a new record date for the adjourned meeting.

REGISTERED STOCKHOLDERS

Section 6.              The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.

ARTICLE VII

GENERAL PROVISIONS

DIVIDENDS

Section 1.              Dividends upon the capital stock of the corporation, subject to the provisions of the certificate of incorporation, if any, may be declared by the board of directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the certificate of incorporation.

Section 2.              Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in

14

their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the directors shall think conducive to the interest of the corporation, and the directors may modify or abolish any such reserve in the manner in which it was created.

ANNUAL STATEMENT

Section 3.              The board of directors shall present at each annual meeting, and at any special meeting of the stockholders when called for by vote of the stockholders, a full and clear statement of the business and condition of the corporation.

CHECKS

Section 4.              All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons as the board of directors may from time to time designate.

FISCAL YEAR

Section 5.              The fiscal year of the corporation shall be fixed by resolution of the board of directors.

SEAL

Section 6.              The corporate seal shall have inscribed thereon the name of the corporation, the year of its organization and the words “Corporate Seal, Delaware.” The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

INDEMNIFICATION

Section 7.              The corporation shall indemnify its officers, directors, employees and agents to the extent permitted by the General Corporation Law of Delaware.

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ARTICLE VIII

AMENDMENTS

Section 1.              These by-laws may be altered, amended or repealed or new by-laws may be adopted by the stockholders or by the board of directors, when such power is conferred upon the board of directors by the certificate of incorporation, at any regular meeting of the stockholders or of the board of directors, or at any special meeting of the stockholders or of the board of directors if notice of such alteration, amendment, repeal or adoption of new by-laws be contained in the notice of such special meeting. If the power to adopt, amend or repeal by-laws is conferred upon the board of directors by the certificate of incorporation, it shall not divest or limit the power of the stockholders to adopt, amend or repeal by-laws.

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EX-3.78

Exhibit 3.78

CERTIFICATE OF INCORPORATION

OF

H-SUB 67, INC.

The undersigned, for the purposes hereinafter stated, under and pursuant to the provisions of the General Corporation Law of Delaware, does hereby certify as follows:

FIRST:  The name of the Corporation is:

H-SUB 67, INC.

SECOND:  The Registered Office of the Corporation is to be located at 32 Loockerman Square, Suite L-100, in the City of Dover, in the County of Kent, in the State of Delaware.  The name of its Registered Agent at that address is The Prentice-Hall Corporation System, Inc.

THIRD:  The purpose of the Corporation is to engage in any lawful act or activity for which Corporations may be organized under the General Corporation Law of Delaware.

FOURTH:  The total number of shares which the Corporation shall have authority to issue is one hundred (100), all of which are classified as common stock without par value.

FIFTH:  The original by-laws of the Corporation may be adopted by the sole incorporator named herein, or by the initial directors of the Corporation.  Thereafter, in furtherance and not in limitation of the powers conferred by the laws of the State of Delaware, the Board of Directors and/or the stockholders of the Corporation are expressly empowered to make, alter, amend or repeal by-laws in the manner to be determined by the terms of the by-laws of the Corporation then in existence.

SIXTH:  The name and mailing address of the sole incorporator is Jean Santore, Hyatt Corporation, 200 W. Madison, Chicago, Illinois 60606.

SEVENTH:  The Corporation shall have perpetual existence.

EIGHTH:  The Corporation shall, to the full extent permitted by Section 145 of the Delaware General Corporation Law, as amended from time to time, indemnify all persons whom it may indemnify pursuant thereto.

NINTH:  The personal liability of the directors of the Corporation is hereby eliminated to the fullest extent permitted by Paragraph (7) of Subsection (b) of Section 102 of the General Corporation Law of the State of Delaware, as the same may be amended and supplemented.

IN WITNESS WHEREOF, the undersigned does make this Certificate hereby declaring and certifying that the facts herein stated are true and accordingly, has hereunto set her hand and seal this 8th day of March, 1994.

/s/ Jean Santore

Jean Santore

Sole Incorporator

2

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

H-SUB 67, INC.

Adopted in accordance with the provisions of
Section 241 of the General Corporation Law
of the State of Delaware

I, Jean Santore, the sole incorporator of H-SUB 67, INC., a Corporation existing under the laws of the State of Delaware, do hereby certify as follows:

FIRST:  That the Certificate of Incorporation of said Corporation has been amended to read as follows:

By striking out the whole of Article First hereof as it now exists and inserting in lieu and instead thereof a new Article First, reading as follows:

“FIRST:  The name of the Corporation is:

“HYATT VACATION MANAGEMENT CORPORATION.”

SECOND:  That said Corporation has not received any payment for any of its stock.

THIRD:  That such amendment has been duly adopted in accordance with the provisions of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, the undersigned declares and certifies that the facts herein stated are true and has hereunto set her hand and seal as of this 7th day of April, 1994

/s/ Jean Santore

Jean Santore

Sole Incorporator

CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
HYATT VACATION MANAGEMENT CORPORATION

The corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware does hereby certify:

FIRST:  The name of the corporation (hereinafter called the “Corporation”) is HYATT VACATION MANAGEMENT CORPORATION.

SECOND:  The Certificate of Incorporation of the Corporation is hereby amended by striking out the whole of Article First thereof and by substituting in lieu of said Article the following new Article First:

“FIRST:  The name of the Corporation is:

HYATT RESIDENTIAL MANAGEMENT CORPORATION.”

THIRD:  The amendment of the Certificate of Incorporation of the Corporation herein certified has been duly adopted and written consent has been given in accordance with the provisions of Section 228 and 242 of the General Corporation Law of the State of Delaware.

FOURTH:  That the capital of said Corporation shall not be reduced under or by reason of said amendment.

IN WITNESS WHEREOF, said Corporation has caused this certificate to be signed the 21st day of March, 2011.

By:	/s/ Heidi M. Belz
	Heidi M. Belz
	Secretary

CERTIFICATE OF AMENDMENT
TO
CERTIFICATE OF INCORPORATION
OF
HYATT RESIDENTIAL MANAGEMENT CORPORATION

Pursuant to the provisions of Section 242 of the General Corporation Law of the State of Delaware (the “DGCL”), HYATT RESIDENTIAL MANAGEMENT CORPORATION, a Delaware corporation (hereinafter, the “Corporation”) adopts the following amendment to its Certificate of Incorporation:

FIRST:  The name of the Corporation is HYATT RESIDENTIAL MANAGEMENT CORPORATION.

SECOND:  The date of filing of the Corporation’s Certificate of Incorporation with the Delaware Secretary of State was March 15, 1994.

THIRD:  The Certificate of Incorporation of the Corporation is hereby amended by striking out the whole of Article First thereof and by substituting in lieu of said Article the following new Article First:

“FIRST:The name of the Corporation is:

HV GLOBAL MANAGEMENT CORPORATION,”

FOURTH:  The foregoing amendment was duly adopted in accordance with the provisions of Section 242 of the DGCL.

IN WITNESS WHEREOF, the undersigned has executed this amendment on this 1st day of October, 2014.

/s/ Jeanette E. Marbert

Jeanette E. Marbert,

Authorized Officer

EX-3.79

Exhibit 3.79

HYATT VACATION MANAGEMENT CORPORATION

-o-0-o-

BY-LAWS

-o-0-o-

ARTICLE I

OFFICES

Section 2.              The registered office shall be in the City of Dover, County of Kent, State of Delaware.

Section 3.              The corporation may also have offices at such other places both within and without the State of Delaware as the board of directors may from time to time determine or the business of the corporation may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

Section 1.              All meetings of the stockholders for the election of directors shall be held in the City of Chicago, State of Illinois, at such place as may be fixed from time to time by the board of directors, or at such other place either within or without the State of Delaware as shall be designated from time to time by the board of directors and stated in the notice of the meeting. Meetings of stockholders for any other purpose may be held at such time and place, within or without the State of Delaware, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

Section 2.              Annual meetings of stockholders, commencing with the year 1994, shall be held on the first Monday of June if not a legal holiday, and if a legal holiday, then on the next secular day following, at 10:00 A. M., or at such other date and time as shall be designated from

time to time by the board of directors and stated in the notice of the meeting, at which they shall elect by a plurality vote a board of directors, and transact such other business as may properly be brought before the meeting.

Section 3.              Written notice of the annual meeting stating the place, date and hour of the meeting shall be given to each stockholder entitled to vote at such meeting not less than ten nor more than sixty days before the date of the meeting.

Section 4.              The officer who has charge of the stock ledger of the corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

Section 5.              Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute or by the certificate of incorporation, may be called by the president and shall be called by the president or secretary at the request in writing of a majority of the board of directors, or at the request in writing of stockholders owning a majority in amount of the entire capital stock of the corporation issued and outstanding and entitled to vote. Such request shall state the purpose or purposes of the proposed meeting.

Section 6.              Written notice of a special meeting stating the place, date and hour of the meeting and the purpose or purposes for which the meeting is called, shall be given not less than ten nor more than sixty days before the date of the meeting, to each stockholder entitled to vote at such meeting.

Section 7.              Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.

Section 8.              The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the certificate of incorporation. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

Section 9.              When a quorum is present at any meeting, the vote of the holders of a majority of the stock having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which by express provision of the statutes or of the certificate of incorporation, a different vote is required, in which case such express provision shall govern and control the decision of such question.

Section 10.            Unless otherwise provided in the certificate of incorporation, each stockholder shall at every meeting of the stockholders be entitled to one vote in person or by proxy for each share of the capital stock having voting power held by such stockholder, but no proxy shall be voted on after three years from its date, unless the proxy provides for a longer period.

Section 11.            Unless otherwise provided in the certificate of incorporation, any action required to be taken at any annual or special meeting of stockholders of the corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

ARTICLE III

DIRECTORS

Section 1.              The number of directors which shall constitute the whole board shall be not less than two (2). The directors shall be elected at the annual meeting of the stockholders, except as provided in Section 2 of this Article, and each director elected shall hold office until his successor is elected and qualified. Directors need not be stockholders.

Section 2.              Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, though less than a quorum, or by a sole remaining director, and the directors so chosen shall hold

office until the next annual election and until their successors are duly elected and shall qualify, unless sooner displaced. If there are no directors in office, then an election of directors may be held in the manner provided by statute. If, at the time of filling any vacancy or any newly created directorship, the directors then in office shall constitute less than a majority of the whole board (as constituted immediately prior to any such increase), the Court of Chancery may, upon application of any stockholder or stockholders holding at least ten percent of the total number of the shares at the time outstanding having the right to vote for such directors, summarily order an election to be held to fill any such vacancies or newly created directorships, or to replace the directors chosen by the directors then in office.

Section 3.              The business of the corporation shall be managed by or under the direction of its board of directors, which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the certificate of incorporation or by these by-laws directed or required to be exercised or done by the stockholders.

MEETINGS OF THE BOARD OF DIRECTORS

Section 4.              The board of directors of the corporation may hold meetings, both regular and special, either within or without the State of Delaware.

Section 5.              The first meeting of each newly elected board of directors shall be held at such time and place as shall be fixed by the vote of the stockholders at the annual meeting and no notice of such meeting shall be necessary to the newly elected directors in order legally to constitute the meeting, provided a quorum shall be present. In the event of the failure of the stockholders to fix the time or place of such first meeting of the newly elected board of directors, or in the event such meeting is not held at the time and place so fixed by the stockholders, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter

provided for special meetings of the board of directors, or as shall be specified in a written waiver signed by all of the directors.

Section 6.              Regular meetings of the board of directors may be held without notice at such time and at such places as shall from time to time be determined by the board.

Section 7.              Special meetings of the board may be called by the president without notice to each director; special meetings shall be called by the president or secretary in like manner and on like notice on the written request of two directors unless the board consists of only one director; in which case special meetings shall be called by the president or secretary in like manner and on like notice on the written request of the sole director.

Section 8.              At all meetings of the board a majority of the directors shall constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the board of directors, except as may be otherwise specifically provided by statute or by the certificate of incorporation. If a quorum shall not be present at any meeting of the board of directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

Section 9.              Unless otherwise restricted by the certificate of incorporation or these by-laws, any action required or permitted to be taken at any meeting of the board of directors or of any committee thereof may be taken without a meeting, if all members of the board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the board or committee.

Section 10.            Unless otherwise restricted by the certificate of incorporation or these by-laws, members of the board of directors, or any committee designated by the board of directors,

may participate in a meeting of the board of directors, or any committee, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.

COMMITTEES OF DIRECTORS

Section 11.            The board of directors may, by resolution passed by a majority of the whole board, designate one or more committees, each committee to consist of one or more of the directors of the corporation. The board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee.

In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the board of directors to act at the meeting in the place of any such absent or disqualified member.

Any such committee, to the extent provided in the resolution of the board of directors, shall have and may exercise all the powers and authority of the board of directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to amending the certificate of incorporation, adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange or all of substantially all of the corporation’s property and assets, recommending to the stockholders a dissolution of the corporation or a revocation of a dissolution, or amending the by-laws of the corporation; and, unless the resolution or the certificate of incorporation expressly

so provide, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of stock. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the board of directors.

Section 12.            Each committee shall keep regular minutes of its meetings and report the same to the board of directors when required.

COMPENSATION OF DIRECTORS

Section 13.            Unless otherwise restricted by the certificate of incorporation or these by-laws, the board of directors shall have the authority to fix the compensation of directors. The directors may be paid their expenses, if any, of attendance at each meeting of the board of directors and may be paid a fixed sum for attendance at each meeting of the board of directors or a stated salary as director. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.

REMOVAL OF DIRECTORS

Section 14.            Unless otherwise restricted by the certificate of incorporation or these by-laws, any director or the entire board of directors may be removed, with or without cause, by the holders of a majority of shares entitled to vote at an election of directors.

ARTICLE IV

NOTICES

Section 1.              Whenever, under the provisions of the statutes or of the certificate of incorporation or of these by-laws, notice is required to be given to any director or stockholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, addressed to such director or stockholder, at his address as it appears on the records of the

corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Notice to directors may also be given by telegram.

Section 2.              Whenever any notice is required to be given under the provisions of the statutes or of the certificate of incorporation or of these by-laws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

ARTICLE V

OFFICERS

Section 1.              The officers of the corporation shall be chosen by the board of directors and shall be a president, a vice president, a secretary and a treasurer. The board of directors may also choose additional vice presidents, and one or more assistant secretaries and assistant treasurers. Any number of offices may be held by the same person, unless the certificate of incorporation or these by-laws other- wise provide.

Section 2.              The board of directors at its first meeting after each annual meeting of stockholders shall choose a president, one or more vice presidents, a secretary and a treasurer.

Section 3.              The board of directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the board.

Section 4.              The salaries of all officers and agents of the corporation shall be fixed by the board of directors.

Section 5.              The officers of the corporation shall hold office until their successors are chosen and qualify. Any officer elected or appointed by the board of directors may be removed at any time by the affirmative vote of a majority of the board of directors.

Any vacancy occurring in any office of the corporation shall be filled by the board of directors.

THE PRESIDENT

Section 6.              The president shall be the chief executive officer of the corporation, shall preside at all meetings of the stockholders and the board of directors, shall have general and active management of the business of the corporation and shall see that all orders and resolutions of the board of directors are carried into effect.

Section 7.              He shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the board of directors to some other officer or agent of the corporation.

THE VICE PRESIDENTS

Section 8.              In the absence of the president or in the event of his inability or refusal to act, the vice president (or in the event there be more than one vice president, the vice presidents in the order designated by the directors, or in the absence of any designation, then in the order of their election) shall perform the duties of the president, and when so acting, shall have all the powers of and be subject to all the restrictions upon the president. The vice president shall per-form such other duties and have such other powers as the board of directors may from time to time prescribe.

THE SECRETARY AND ASSISTANT SECRETARY

Section 9.              The secretary shall attend all meetings of the board of directors and all meetings of the stockholders and record all the proceedings of the meetings of the corporation and of the board of directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required. He shall give, or cause to be given notice of all meetings of the stockholders and special meetings of the board of directors, and shall perform such other duties as may be prescribed by the board of directors or president, under whose supervision he shall be. He shall have custody of the corporate seal of the corporation and he, or an assistant secretary, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by his signature or by the signature of such assistant secretary. The board of directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by his signature.

Section 10.            The assistant secretary, or if there be more than one, the assistant secretaries in the order determined by the board of directors (or if there be no such determination, then in the order of their election) shall, in the absence of the secretary or in the event of his inability or refusal to act, perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

THE TREASURER AND ASSISTANT TREASURERS

Section 11.            The treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the board of directors.

Section 12.            He shall disburse the funds of the corporation as may be ordered by the board of directors, taking proper vouchers for such disbursements, and shall render to the president and the board of directors, at its regular meetings, or when the board of directors so requires, an account of all his transactions as treasurer and of the financial condition of the corporation.

Section 13.            If required by the board of directors, he shall give the corporation a bond (which shall be renewed every six years) in such sum and with such surety or sureties as shall be satisfactory to the board of directors for the faithful performance of the duties of his office and for the restoration to the corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the corporation.

Section 14.            The assistant treasurer, or if there shall be more than one, the assistant treasurers in the order determined by the board of directors (or if there be no such determination, then in the order of their election), shall, in the absence of the treasurer or in the event of his inability or refusal to act, perform the duties and exercise the powers of the treasurer and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

ARTICLE VI

CERTIFICATE OF STOCK

Section 1.              Every holder of stock in the corporation shall be entitled to have a certificate, signed by, or in the name of the corporation by, the chairman or vice chairman of the board of directors, or the president or a vice president and the treasurer or an assistant treasurer,

or the secretary or an assistant secretary of the corporation, certifying the number of shares owned by him in the corporation.

Section 2.              Any or all of the signatures on the certificate may be facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued it may be issued by the corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue.

LOST CERTIFICATES

Section 3.              The board of directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of the fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates, the board of directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require and/or to give the corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost, stolen or destroyed.

TRANSFER OF STOCK

Section 4.              Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignation or authority to transfer, it shall be the duty of the corporation to issue a new

certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books.

FIXING RECORD DATE

Section 5.              In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the board of directors may fix, in advance, a record date, which shall not be more than sixty nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the board of directors may fix a new record date for the adjourned meeting.

REGISTERED STOCKHOLDERS

Section 6.              The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.

ARTICLE VII

GENERAL PROVISIONS

DIVIDENDS

Section 1.              Dividends upon the capital stock of the corporation, subject to the provisions of the certificate of incorporation, if any, may be declared by the board of directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the certificate of incorporation.

Section 2.              Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the directors shall think conducive to the interest of the corporation, and the directors may modify or abolish any such reserve in the manner in which it was created.

ANNUAL STATEMENT

Section 3.              The board of directors shall present at each annual meeting, and at any special meeting of the stockholders when called for by vote of the stockholders, a full and clear statement of the business and condition of the corporation.

CHECKS

Section 4.              All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons as the board of directors may from time to time designate.

FISCAL YEAR

Section 5.              The fiscal year of the corporation shall be fixed by resolution of the board of directors.

SEAL

Section 6.              The corporate seal shall have inscribed thereon the name of the corporation, the year of its organization and the words “Corporate Seal, Delaware.” The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

INDEMNIFICATION

Section 7.              The corporation shall indemnify its officers, directors, employees and agents to the extent permitted by the General Corporation Law of Delaware.

ARTICLE VIII

AMENDMENTS

Section 1.              These by-laws may be altered, amended or repealed or new by-laws may be adopted by the stockholders or by the board of directors, when such power is conferred upon the board of directors by the certificate of incorporation, at any regular meeting of the stockholders or of the board of directors, or at any special meeting of the stockholders or of the board of directors if notice of such alteration, amendment, repeal or adoption of new by-laws be contained in the notice of such special meeting. If the power to adopt, amend or repeal by-laws is conferred upon the board of directors by the certificate of incorporation, it shall not divest or limit the power of the stockholders to adopt, amend or repeal by-laws.

EX-3.80

Exhibit 3.80

Articles of Incorporation

of

KEY WEST VACATION MARKETING COMPANY

ARTICLE I

Name and Duration

The name of the Corporation is Key West Vacation Marketing Company.  The duration of the Corporation is perpetual.  The effective date upon which this Corporation shall come, into existence shall be the date these Articles are filed by the Secretary of State.

ARTICLE II

Principal Office

The address of the principal office of the Corporation is 500 Fleming Street, Key West, Florida, 33040.

ARTICLE III

Registered Office and Agent

The address of the registered office in the State of Florida is 200 South Orange Avenue, 2300 Sun Bank Center, in the City of Orlando, County of Orange.  The name of the registered agent at such address is A.G.C. Co.

ARTICLE IV

Corporate Purposes, Powers and Rights

1.     The nature of the business to be conducted or promoted and the purposes of the Corporation are to engage in any lawful act or activity for which corporations may be organized  under the Florida Business Corporation Act.

2.     In furtherance of its corporate purposes, the Corporation shall have all of the general and specific powers and rights granted to and conferred on a corporation by the Florida Business Corporation Act.

ARTICLE V

Capital Stock

1.     The total number of shares of capital stock which the Corporation has the authority to issue is 10,000 shares of Common Stock (“Common Stock”) $1.00 par value per share.

ARTICLE VI

Incorporator

The name and mailing address of the incorporator of this Corporation is as follows:

Name	Address
A.G.C. Co.	2300 Sun Bank Center
	200 South Orange Avenue
	Post Office Box 112 Orlando, Florida 32802

ARTICLE VII

Board of Directors

1.     The number of members of the Board of Directors may be increased or diminished from time to time by the Bylaws; provided, however, there shall never be less than one.  Each director shall serve until the next annual meeting of shareholders.

2.     If any vacancy occurs in the Board of Directors during a term, the remaining directors, by affirmative vote of a majority thereof, may elect a director to fill the vacancy until the next annual meeting of shareholders.

3.     The names and mailing addresses of the persons who shall serve as directors of the Corporation until the first annual meeting of the shareholders are as follows:

Name	Address
John Spottswood, Jr.	500 Fleming Street Key West, Florida 33040
William B. Spottswood, Jr.	500 Fleming Street Key West, Florida 33040
Robert A. Spottswood	500 Fleming Street Key West, Florida 33040

ARTICLE VIII

Amendment

The Corporation reserves the right to amend, alter, change or repeal any provision contained in these Articles of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon shareholders herein are granted subject to this reservation.

ARTICLE IX

Preemptive Rights

Every shareholder, upon the sale of any additional stock of this Corporation of the same kind, class or series as that which he already holds or of any bonds, debentures, or other securities convertible into stock of the same kind, class or series as that which he already holds, shall have the right to purchase his pro rata share thereof (as early as may be done without the issuance of fractional shares) subject to the same terms and at the same price at which such stock is offered to others.

ARTICLE X

Bylaws

The power to adopt, amend or repeal bylaws for the management of this Corporation shall be vested in the Board of Directors or the shareholders, but the Board of Directors may not amend or repeal any bylaw adopted by the shareholders if the shareholders specifically provide that such bylaw is not subject to amendment or repeal by the Board of Directors.

ARTICLE XI

Indemnification

The Corporation shall indemnify any incorporator, officer or director, or any former incorporator, officer or director, to the full extent permitted by law.

ARTICLE XII

Transfer of Shares

If, from time to time, a shareholders’ agreement among all of the shareholders of the Corporation is in effect regarding the Subchapter S status of the Corporation pursuant to the Internal Revenue Code of the United States in effect from time to time, then transfers of the Corporation’s Common Stock made not in accordance with such agreement, whether by operation of law or otherwise, are null and void ab initio.

The undersigned, for the purpose of forming a corporation under the laws of the State of Florida, does make, file and record these Articles of Incorporation, and does certify that the facts

REGISTERED AGENT CERTIFICATE

In pursuance of the Florida Business Corporation Act, the following submitted, in compliance with said statute:

That Key West Vacation Marketing Company, desiring to organize under the laws of the State of Florida, with its registered office, as indicated in the Articles of Incorporation at the City of Orlando, County of Orange, State of Florida, has named A.G.C. Co., located at said registered office, as its registered agent to accept service of process and perform such other duties as are required in the State.

ACKNOWLEDGMENT:

Having been named to accept service of process and serve as registered agent for the above-stated Corporation, at the place designated in this Certificate, the undersigned, by and through its duly elected officer, hereby accepts to act in this capacity, and agrees to comply with the provision of said statute relative in keeping open said office, and further states that it is familiar with §607.0501, Florida Statutes.

A.G.C. CO.
By:	/s/ Kenneth C. Wright
	Kenneth C. Wright
	Vice President

DATED:  December 17, 1993

STATE OF FLORIDA

ARTICLES OF AMENDMENT
OF
ARTICLES OF INCORPORATION
OF
KEY WEST VACATION MARKETING COMPANY

Pursuant to the provisions of Section 607.1006 of the Florida Business Corporation Act, the corporation hereinafter named (the “Corporation”) does hereby adopt the following Articles of Amendment.

FIRST:  The name of the Corporation is Key West Vacation Marketing Company.

SECOND:  The Articles of Incorporation of the Corporation are hereby amended by deleting Article I thereof as it now exists and inserting in lieu thereof a new Article I, reading as follows:

“ARTICLE I

Name and Duration

The name of the Corporation is Hyatt Vacation Marketing Corporation.  The duration of the Corporation is perpetual.  The effective date upon which this Corporation shall come into existence shall be the date these Articles are filed by the Secretary of State.”

THIRD:  The foregoing amendment was adopted on December 31st, 1996 by written consent of the sole shareholder of the Corporation in accordance with the provisions of Section 607.1003(6) of the Florida Business Corporation Act.

FOURTH:  The number of votes cast for the amendment by the shareholders was sufficient for the approval thereof.

The undersigned has executed these Articles of Amendment this 31st day of December, 1996.

KEY WEST VACATION MARKETING COMPANY
By:	/s/ Harold S. Handelsman
	Name: Harold S. Handelsman
	Title: Vice President, Secretary

Articles of Amendment
to
Articles of Incorporation
of
HYATT VACATION MARKETING CORPORATION

(Name of Corporation is currently filed with the Florida Dept. of State)

P93000087162

(Document Number of Corporation (if known)

Pursuant to the provisions of section 607:1006, Florida Statutes, this Florida Profit Corporation adopts the following amendment(s) to its Articles of Incorporation:

A.  If amending name, enter the new name of the corporation:

HYATT RESIDENTIAL MARKETING CORPORATION The new name must be distinguishable and contain the word “corporation,” “company,” or “incorporated” or the abbreviation “Corp,” “Inc.,” or “Co.,” or the designation “Corp,” “Inc,” or “Co”.  A professional corporation name must contain the word ‘‘chartered,” “professional association,” or the abbreviation “P.A.”

B. Enter new principal office address, if applicable:

(Principal office address MUST BE A STREET ADDRESS)

C. Enter new mailing address, if applicable:

(Mailing address MAY BE A POST OFFICE BOX)

D.If amending the registered agent and/or registered office address in Florida, enter the name of the new registered agent and/or the new registered office address:

Name of New Registered Agent:
New Registered Office Address:	(Florida street address)
		, Florida
	(City)		(Zip Code)

6

New Registered Agent’s Signature, if changing Registered Agent:

I hereby accept the appointment as registered agent.  I am familiar with and accept the obligations of the position.

Signature of New Registered Agent, if changing

If amending the Officers and/or Directors, enter the title and name of each officer/director being removed and title, name, and address of each Officer and/or Director being added:

(Attach additional sheets, if necessary)

Title	Name	Address	Type of Action
			o Add
			o Remove
			o Add
			o Remove
			o Add
			o Remove

E.If amending or adding additional Articles, enter change(s) here:

(attach additional sheets, if necessary)  (Be specific)

7

F.If an amendment provides for an exchange, reclassification, or cancellation of issued shares, provisions for implementing the amendment if not contained in the amendment itself:

(if not applicable, indicate N/A)

The date of each amendment(s) adoption:	March 21, 2011
	(date of adoption is required)

Effective date if applicable:
	(no more than 90 days after amendment file date)

Adoption of Amendment(s) (CHECK ONE)

x  The amendment(s) was/were adopted by the shareholders.  The number or votes cast for the amendment(s) by the shareholders was/were sufficient for approval.

o  The amendment(s) was/were approved by the shareholders through voting groups.  The following statement must be separately provided for each voting group entitled to vote separately on the amendment(s):

“The number of votes cast for the amendment(s) was/were sufficient for approval.
by		.”
	(voting group)

o  The amendment(s) was/were adopted by the board of directors without shareholder action and shareholder action was not required.

o  The amendment(s) was/were adopted by the incorporators without shareholder action and shareholder action was not required.

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Dated	March 21, 2011
Signature	/s/ Heidi M. Belz
	(By a director, president or other officer — if directors or officers have not been selected, by an incorporator — if in the hands of a receiver, trustee, or other court appointed fiduciary by that fiduciary)
	Heidi M. Belz
	(Typed or printed name of person signing)
	Secretary
	(Title of person signing)

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ARTICLES OF AMENDMENT TO THE ARTICLES OF INCORPORATION
OF
HYATT RESIDENTIAL MARKETING CORPORATION
Document no.:  P93000087162

Pursuant to Section 607.1006, Florida Statutes, the Articles of Incorporation of HYATT RESIDENTIAL MARKETING CORPORATION, a Florida for profit corporation (the “Corporation”), are hereby amended according to these Articles of Amendments.

FIRST:  The name of the Corporation is HYATT RESIDENTIAL MARKETING CORPORATION.

SECOND:  The Articles of Incorporation of the Corporation are hereby amended by deleting the first sentence of Article I thereof as it now exists and inserting in lieu thereof a new first sentence of Article I, reading as follows:

“ARTICLE I
Name and Duration

The name of the Corporation is HV Global Marketing Corporation.”

THIRD:  The Corporation is organized to engage in any activity or business permitted under the laws of the United States and Florida.

FOURTH:  The effective date is the date these Articles of Amendment are approved by the Florida Secretary of State.

FOURTH:  The foregoing amendment was adopted by written consent of the sole shareholder on October 1, 2014, in accordance with the provisions of Section of the Florida Business Corporation Act.

FIFTH:  The number of votes cast for the amendment by the sole shareholder was sufficient for the approval thereof.

IN WITNESS WHEREOF, the undersigned has executed this amendment this 1st day of October, 2014.

/s/ Jeanette E. Marbert

Jeanette E. Marbert,

Executive Vice-President

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EX-3.81

Exhibit 3.81

Bylaws

Of

KEY WEST VACATION MARKETING COMPANY

OFFICES

1.             a.             Registered Office and Registered Agent. The location of the registered office and the name of the registered agent of the corporation in the state of its incorporation shall be such as shall be determined from time to time by the Board of Directors and on file in the appropriate office of the state of its incorporation pursuant to applicable provisions of law.

b.             Corporate Offices. The corporation may have such corporate offices, anywhere within and without the state of its incorporation as the Board of Directors from time to time may appoint, or the business of the corporation may require. The “principal place of business,” or “principal business” or “executive” office or offices of the corporation may be fixed and so designated from time to time by the Board of Directors.

2.             a.             Records. The corporation shall keep at its registered office, principal place of business or principal business office in the state of its incorporation, original or duplicate books in which shall be recorded the number of its shares subscribed, the names of the owners of its shares, the numbers owned of record by them respectively, the amount of shares paid, and by whom, the transfer of said shares with the date of transfer, the amount of its assets and liabilities, and the names and places of residence of its officers, and from time to time such other or additional records, statements, lists, and information as may be required by law, including the shareholders’ lists mentioned in Paragraph 10 of these Bylaws.

b.             Inspection of Records. A shareholder, if he be entitled and demands to inspect the records of the corporation pursuant to any statutory or other legal right, shall be privileged to inspect such records only during the usual and customary hours of business and in such manner as will not unduly interfere with the regular conduct of the business of the corporation. A shareholder may delegate his right of inspection to a Certified or Public Accountant on the condition, to be enforced at the option of the corporation, that the shareholder and accountant agree with the corporation to furnish to the corporation, promptly as completed or made, a true and correct copy of each report with respect to such inspection made by such accountant. No shareholder shall use or permit to be used or acquiesce in the use by others of any information so obtained, to the detriment competitively of the corporation, nor shall he furnish or permit to be furnished any information so obtained to any competitor or prospective competitor of the corporation. The corporation as a condition precedent to any shareholder’s inspection of the records of the corporation may require the shareholder to indemnify the corporation against any loss or damage which may be suffered by it arising out of or resulting from any unauthorized disclosure made or permitted to be made by such shareholder of information obtained in the course of such inspection.

SEAL

3.             Corporate Seal. The corporate seal shall have inscribed thereon the name of the corporation and the words: “Corporate Seal,” the state of incorporation and the year of incorporation. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any manner reproduced.

SHAREHOLDERS’ MEETING

4.             Place of Meeting. All meetings of the shareholders shall be held at the principal business office of the corporation in the state of its incorporation, except such meetings as the Board of Directors to the extent permissible by law expressly determines shall be held elsewhere, in which case such meetings may be held, upon notice thereof as hereinafter provided, at such other place or places within or without the state of its incorporation, as said Board of Directors shall have determined, and as shall be stated in such notice; and, unless specifically prohibited by law, any meeting may be held at any place and time, and for any purpose, if consented to in writing by all of the shareholders entitled to vote thereat.

5.             a.             Annual Meetings. An annual meeting of shareholders shall be held on such day and date and at such time as may be expressly determined by the Board of Directors at which meeting the shareholders shall elect a Board of Directors and transact such other business as may properly be brought before the meeting.

b.             Special Meetings. Special meetings of the shareholders may be held for any purpose or purposes. They may be called by the Chairman of the Board, President, Secretary, or by the Board of Directors, or by the holders of not less than one-fifth (1/5) of all outstanding shares entitled to vote at any such meeting.

The “call” and the “notice” of any such meeting shall be deemed to be synonymous.

6.             a.             Notice. Written or printed notice of each meeting of the shareholders, whether annual or special, stating the place, day and hour of the meeting, and, in case of a special meeting, the purpose or purposes thereof, shall be delivered or given to each shareholder entitled to vote thereat, not less than ten (10) days nor more than fifty (50) days prior to the meeting, unless, as to a particular matter, other or further notice is required by law, in which case such other or further notice shall be given. In addition to such written notice, published notice shall be given in the manner then required by law.

Any notice of a shareholders, meeting sent by mail shall be deemed to be delivered when deposited in the United States mail with postage thereon prepaid addressed to the shareholder at his address as it appears on the records of the corporation.

b.             Presiding Officials. Every meeting of the corporation for whatever object, shall be convened by the Chairman of the Board or President, or by the officer or person who called the meeting by notice as above provided, but it shall be presided over by the officers specified in Paragraphs 28 and 29 of these Bylaws; provided, however, that the shareholders at any meeting, by a majority vote in amount of shares represented thereat, and notwithstanding

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anything to the contrary elsewhere in these Bylaws, may select any persons of their choosing to act as Chairman and Secretary of such meeting or any session thereof.

c.             Waiver of Notice. Whenever any notice is required to be given under the provisions of these Bylaws, or the Certificate or Articles of Incorporation of the corporation or of any law, a waiver thereof in writing signed by the person or persons entitled to such notice whether before or after the time stated therein, shall be deemed the equivalent to the giving of such notice.

7.             a.             Business which may be Transacted at Annual Meetings. At each annual meeting of the shareholders, the shareholders shall elect, by ballot, a Board of Directors to hold office until the next succeeding annual meeting and they may transact such other business as may be desired, whether or not the same was specified in the notice of the meeting, unless the consideration of such other business without its having been specified in the notice of the meeting as one of the purposes thereof, is prohibited by law.

b.             Business which may be Transacted at Special, Meetings. Business transacted at all special meetings shall be confined to the purposes stated in the notice of such meetings, unless the transaction of other business is consented to by the holders of all of the outstanding shares of stock of the corporation entitled to vote thereat.

8.             Quorum. Except as otherwise may be provided by law or by the Certificate or Articles of Incorporation, the holders of a majority of the voting shares issued and outstanding and entitled to vote thereat, present in person or by proxy, shall be requisite for and shall constitute a quorum, at all meetings of the shareholders for the transaction of business. Every decision of a majority in amount of shares of such quorum shall be valid as a corporate act, except in those specific instances in which a larger vote is required by law or by the Certificate or Articles of Incorporation. If, however, such quorum should not be present at any meeting, the shareholders present and entitled to vote shall have power successively to adjourn the meeting, without notice other than announcement at such adjournment. At such adjourned meeting at which a quorum is present any business may be transacted which might have been transacted at the meeting as originally notified.

9.             a.             Proxies. At any meeting of the shareholders, every shareholder having the right to vote shall be entitled to vote in person, or by proxy executed in writing by such shareholder or by his duly authorized attorney-in-fact. No proxy shall be valid after eleven (11) months from the date of its execution, unless otherwise provided in the proxy.

If the Board of Directors shall not have closed the transfer books of the corporation or set a record date for the determination of its shareholders entitled to vote, as provided in Paragraph 35 of these Bylaws, no person shall be admitted to vote directly or by proxy except those in whose names the shares of the corporation shall have stood on the transfer books on a date fifty (50) days previous to the date of the meeting.

b.             Registered Shareholders: Exceptions: Stock Ownership Presumed. The corporation shall be entitled to treat the holder of any share or shares of stock of the corporation, as recorded on the stock record or transfer books of the corporation as the holder of

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record and as the holder and owner in fact thereof and, accordingly, shall not be required to recognize any equitable or other claim to or interest in such share(s) on the part of any other person, firm, partnership, corporation or association, whether or not the corporation shall have express or other notice thereof, save as is otherwise expressly required by law, and the term “shareholder” as used in these Bylaws means one who is a holder of record of shares of the corporation; provided, however, that if permitted by law

(1)           shares standing in the name of another corporation domestic or foreign may be voted by such officer, agent or proxy as the Bylaws of such corporation prescribe, or, in the absence of such provision, as the Board of Directors of such corporation may determine;

(2)           shares standing in the name of a deceased person may be voted by his administrator or executor either in person or by proxy; and shares standing in the name of a guardian, curator, or trustee shall be entitled, as such fiduciary, to vote shares held by him without a transfer of such shares into his name;

(3)           shares standing in the name of a receiver may be voted by such receiver, and shares held by or under the control of a receiver may be voted by such receiver without the transfer thereof into his name if authority so to do be contained in an appropriate order of the court by which such receiver was appointed; and

(4)           a shareholder whose shares are pledged shall be entitled to vote such shares until the shares have been transferred of record into the name of the pledgee, and thereafter the pledgee shall be entitled to vote the shares so transferred.

10.          Shareholders’ Lists. A complete list of the shareholders entitled to vote at each meeting of the shareholders arranged in alphabetical order, with the address of, and the number of voting shares held by each, shall be prepared by the officer of the corporation having charge of the stock transfer books of the corporation, and shall for a period of ten (10) days prior to the meeting be kept on file in the registered office of the corporation in the state of its incorporation or the principal business office of the corporation and shall at any time during the usual hours for business be subject to inspection by any shareholder. A similar or duplicate list shall also be produced and kept open for the inspection by any shareholder during the whole time of the meeting. The original share ledger or transfer book or a duplicate thereof kept in the state of incorporation shall be prima facie evidence of who are shareholders entitled to examine such list, ledger or transfer book or to vote at any meeting as shareholders. Failure to comply with the foregoing shall not affect the validity of any action taken at any such meeting.

11.          Removal of Directors. The shareholders shall have the power by a majority vote of the holders of shares at a special meeting expressly called for that purpose, to remove any director or all directors from office with or without cause.

DIRECTORS

12.          Directors — Number. The directors of this corporation shall be not less than one (1), the number to actually serve from time to time to be determined by the directors elected by the shareholders.

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13.          Powers of the Board. The property, affairs and business of the corporation shall be managed by and under the direction of the directors, acting as a board. The board shall have and is vested with all and unlimited powers and authorities, except as may be expressly limited by law, the Certificate or Articles of Incorporation or these Bylaws, to do or cause to be done any and all lawful things for and in behalf of the corporation, to exercise or cause to be exercised any or all of its powers, privileges and franchises, and to seek the effectuation of its objects and purposes.

14.          Meetings of Directors — Offices. All meetings of the directors shall be held at the principal business office of the corporation unless for any particular meeting all of the directors unanimously agree and consent to the holding of the meeting elsewhere, in which event the meeting may be held at such place agreed upon, either within or without the state of incorporation.

Members of the Board of Directors may participate in a meeting of such Board by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time. Participants by such means shall constitute presence in person at a meeting.

The directors may have one or more offices, and keep the books of the corporation (except the original or duplicate stock ledgers, and such other books and records as may by law be required to be kept at the registered office, or at some office, of the corporation in the state of its incorporation), at such place or places within or without the state of its incorporation as they may from time to time determine.

15.          Meetings of the Newly Elected Board — Notice. The members of each newly elected board shall meet at the place of the shareholders meeting immediately following such meeting, and no notice of such meeting shall be necessary to the newly elected directors in order legally to constitute the meeting; provided, however, that a quorum shall be present; or the members of such board may meet at such time and place as shall be consented to in writing by all of the newly elected directors. Each director, upon his election, shall qualify by accepting the office of director, and his attendance at, or his written approval of the minutes of the first meeting of the newly elected directors, shall constitute his acceptance of such office; or he may execute such acceptance by a separate writing, which shall be placed in the minute book.

16.          Regular Meetings — Notice. Regular meetings of the board may be held without notice at such time or times and place either within or without the state of incorporation as shall from time to time be fixed by resolution of the whole board. Any business may be transacted at a regular meeting.

17.          Special Meetings — Notice. Special meetings of the board may be called by the President, any Vice President or the Secretary, by giving two (2) days’ notice of such meeting to each director, either personally or by mail, or by telegram or facsimile, stating the time, place and purposes of any such meeting. Special meetings shall be called by any one of such officers in like manner and on like notice when requested in writing to do so by any one or more directors.

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“Notice” and “call” with respect to such meetings shall be deemed to be synonymous.

18.          Quorum. At all meetings of the board, a majority of the whole authorized number of Directors shall, unless a greater number for any particular matter is required by the Certificate or Articles of Incorporation or these Bylaws, constitute a quorum for the transaction of business, and the act of a majority of the directors present at any meeting at which there is a quorum, except as may be otherwise specifically provided by statute, by the Certificate or Articles of Incorporation, or by these Bylaws, shall be the act of the Board of Directors.

Less than a quorum may adjourn a meeting successively until a quorum is present, and no notice of adjournment shall be required.

19.          Waiver by Writing. Any notice provided or required to be given to the directors may be waived in writing by any of them, whether before, at or after the time stated therein.

20.          Waiver by Attendance. Attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except where he attends for the express purpose and so states at the opening of the meeting, of objecting to the transaction of any business because the meeting is not lawfully called or convened.

21.          Vacancies. If the office of any director becomes vacant by reason of death or resignation, a majority of the survivors or remaining directors, though less than a quorum, may fill the vacancy until a successor shall have been duly elected at a shareholders’ meeting.

22.          Executive Committee. The Board of Directors may, by resolution passed by a majority of the whole board, designate an executive committee; such committee to consist of two or more directors of the corporation, which committee, to the extent provided in said resolution or resolutions, shall have and may exercise all of the authority of the Board of Directors in the management of the corporation as permitted by law and the Certificate or Articles of Incorporation.

The executive committee shall keep regular minutes of its proceedings and the same shall be recorded in the minute book of the corporation. The Secretary or an Assistant Secretary of the corporation may act as Secretary for the committee, if the committee so requests.

23.          Compensation of Directors and Committee Members. Directors and members of all committees may receive such salary for their services as such, and/or fixed sum and expenses of attendance, if any, for attendance at each regular or special meeting of the board or committee as may be set by resolution of the Board of Directors from time to time; provided that nothing herein contained shall be construed to preclude any director or committee member from serving the corporation in any other capacity and receiving compensation therefor.

OFFICERS

24.          a.             Elected Officers. The following officers of the corporation shall be chosen or appointed by election by the Board of Directors, and shall be deemed elected officers: A President, a Vice President (who if there be more than one (1) Vice President, shall be known

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as the “Executive Vice President”), a Secretary, and a Treasurer; and, if the Board of Directors desires, a Chairman of the Board and additional Vice Presidents, as well as one or more Assistant Secretaries and Assistant Treasurers.

Any two (2) or more such offices may be held by the same person.

An elected officer shall be deemed qualified when he enters upon the duties of the office to which he has been elected and furnishes any bond required by the board; but the board may also require of such person his written acceptance and promise faithfully to discharge the duties of such office.

b.             Election of Officers. The Board of Directors annually, at its first meeting after each annual meeting of the shareholders, shall elect a President, Vice President, Secretary and Treasurer. The board then, or from time to time, may elect a Chairman of the Board and such additional Vice Presidents and also such Assistant Secretaries and Assistant Treasurers as it may deem advisable or necessary.

c.             Term of Office. Each elected officer of the corporation shall hold his office for the term for which he was elected, or until he resigns or is removed by the board, whichever first occurs.

d.             Appointment of Officers and Agents — Terms of Office. The board from time to time may also appoint such other officers and agents for the corporation as it shall deem necessary or advisable. All appointed officers and agents shall hold their respective positions at the pleasure of the board or for such terms as the board may specify, and they shall exercise such powers and perform such duties as shall be determined from time to time by the board, or by an elected officer empowered by the board to make such determination.

25.          Removal. Any officer or agent elected or appointed by the Board of Directors, and any employee, may be removed or discharged by the board whenever in its judgment the best interests of the corporation would be served thereby, but such removal shall be without prejudice to the contract right, if any, of the person so removed.

26.          Salaries and Compensation. Salaries and compensation of all elected officers of the corporation shall be fixed, increased or decreased by the Board of Directors, but this power, except the salary or compensation of the Chairman of the Board and the President, may, unless prohibited by law, be delegated by the board to the Chairman of the Board, the President, or a committee. Salaries and compensation of all other appointed officers and agents, and employees of the corporation may be fixed, increased or decreased by the Board of Directors, but until action is taken with respect thereto by the Board of Directors, the same may be fixed, increased or decreased by the Chairman of the Board, the President, or by such other officer or officers as may be empowered by the Board of Directors to do so.

27.          Delegation of Authority to Hire, Discharge. etc.  The board from time to time may delegate to the Chairman of the Board, the President, or other officer or executive employee of the corporation, authority to hire, discharge and fix and modify the duties, salary or other compensation of employees of the corporation under their jurisdiction, and the board may

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delegate to such officer or executive employee similar authority with respect to obtaining and retaining for the corporation the services of attorneys, accountants and other experts.

28.          The Chairman of the Board and the President. The Chairman of the Board (if one is elected by the Board of Directors) and, in his absence, the President shall be the Chief Executive Officer of the corporation. Except as otherwise provided for in Paragraph 6 of these Bylaws, the Chairman of the Board, or, in his absence, the President, shall preside at all meetings of the shareholders and directors. He shall have general and active management of the business of the corporation and shall carry into effect all directions and resolutions of the board.

If the Board of Directors shall elect a Chairman of the Board, the President shall be the Chief Operating Officer of the corporation and shall have general operating management duties, powers and responsibilities of the corporation.

Either may execute all bonds, notes, debentures, mortgages, and other contracts requiring a seal, under the seal of the corporation and may cause the seal to be affixed thereto, and all other instruments for and in the name of the corporation, except that if by law such instruments are required to be executed only by the President, he shall execute them.

Either, when authorized so to do by the board, may execute powers of attorney from, for and in the name of the corporation to such proper person or persons as he may deem fit, in order that thereby the business of the corporation may be furthered or action taken as may be deemed by him necessary or advisable in furtherance of the interests of the corporation.

Either, except as may be otherwise directed by the board, shall attend meetings of shareholders of other corporations to represent this corporation thereat and to vote to take action with respect to the shares of any such corporation owned by this corporation in such manner as he shall deem to be for the interest of the corporation or as may be directed by the board.

The Chairman of the Board and in his absence, the President, shall, unless the board otherwise provides, be ex officio a member of all standing committees. Each shall have such general (and concurrent) executive powers and duties of supervision and management as are usually vested in the office of the chief executive of a corporation.

Each shall have such other or further duties and authority as may be prescribed elsewhere in these Bylaws or from time to time by the Board of Directors, and the board may from time to time divide the responsibilities, duties and authority between them to such extent as it may deem advisable.

29.          Vice President. The Vice Presidents in the order of their seniority shall, in the absence, disability or inability to act of the Chairman of the Board or the President, perform the duties and exercise the powers of the Chairman of the Board and the President, and shall perform such other duties as the Board of Directors shall from time to time prescribe.

30.          The Secretary and Assistant Secretary. The Secretary shall attend all sessions of the board and, except as otherwise provided for in Paragraph 6 of these Bylaws, all meetings of the shareholders, and shall record or cause to be recorded all votes taken and the minutes of all proceedings in a minute book of the corporation to be kept for that purpose. He shall

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perform like duties for the executive and other standing committees when requested by the board or such committee to do so.

His shall be the principal responsibility to give, or cause to be given, notice of all meetings of the shareholders and of the Board of Directors, but this shall not lessen the authority of others to give such notice as is authorized elsewhere in these Bylaws.

He shall see that all books, records, lists and information, or duplicates required to be maintained at the registered or other office of the corporation are so maintained.

He shall keep in safe custody the seal of the corporation, and when duly authorized to do so shall affix the same to any instrument requiring it, and when so affixed, he shall attest the same by his signature.

He shall perform such other duties and have such other authority as may be prescribed elsewhere in these Bylaws, or from time to time by the Board of Directors or the President, under whose direct supervision he shall be.

He shall have the general duties, powers and responsibilities of a Secretary of a corporation.

The Assistant Secretaries, in the order of their seniority, in the absence, disability or inability to act of the Secretary, shall perform the duties and exercise the powers of the Secretary, and shall perform such other duties as the board may from time to time prescribe.

31.          The Treasurer and Assistant Treasurer. The Treasurer shall have the responsibility for the safekeeping of the funds and securities of the corporation, and shall keep or cause to be kept full and accurate accounts of receipts and disbursements in books belonging to the corporation. He shall keep, or cause to be kept, all other books of accounts and accounting records of the corporation, and shall deposit or cause to be deposited all monies and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the Board of Directors.

He shall disburse, or permit to be disbursed, the funds of the corporation as may be ordered, or authorized generally, by the board and shall render to the Chief Executive Officer of the corporation and the directors whenever they may require it, an account of all his transactions as Treasurer and of those under his jurisdiction, and of the financial condition of the corporation.

He shall perform such other duties and shall have such other responsibilities and authority as may be prescribed elsewhere in these Bylaws or from time to time by the Board of Directors.

He shall have the general duties, powers and responsibilities of a Treasurer of a corporation, and shall be the Chief Financial and Accounting Officer of the corporation.

If required by the board, he shall give the corporation a bond in a sum and with one or more sureties satisfactory to the board, for the faithful performance of the duties of his office, and for the restoration to the corporation, in the case of his death, resignation, retirement or

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removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control which belong to the corporation.

The Assistant Treasurers, in the order of their seniority shall, in the absence, disability or inability to act of the Treasurer, perform the duties and exercise the powers of the Treasurer, and shall perform such other duties as the Board of Directors shall from time to time prescribe.

32.          Duties of Officers may be Delegated. If any officer of the corporation be absent or unable to act, or for any other reason that the board may deem sufficient, the board may delegate for the time being, some or all of the functions, duties, powers, and responsibilities of any officer to any other office, or to any other agent or employee of the corporation or other responsible person, provided a majority of the whole board concurs therein.

SHARES OF STOCK

33.          Certificates for Shares of Stock. The certificates for shares of stock of the corporation shall be numbered, shall be in such form as may be prescribed by the Board of Directors in conformity with law, and shall be entered in the stock books of the corporation as they are issued, and such entries shall show the name and address of the person, firm, partnership, corporation or association to whom each certificate is issued. Each certificate shall have printed, typed or written thereon the name of the person, firm, partnership, corporation or association to whom it is issued, and number of shares represented thereby and shall be signed by the President or a Vice President, and the Secretary or an Assistant Secretary of the corporation and sealed with the seal of the corporation, which seal may be facsimile, engraved or printed. If the corporation has a registrar, a transfer agent, or a transfer clerk who actually signs such certificates, the signature of any of the other officers above mentioned may be facsimile, engraved or printed. In case any such officer who has signed or whose facsimile signature has been placed upon any such certificate shall have ceased to be such officer before such certificate is issued, such certificate may nevertheless be issued by the corporation with the same effect as if such officer were an officer at the date of its issue.

34.          Transfers of Shares; Transfer Agent: Registrar. Transfers of shares of stock shall be made on the stock record or transfer books of the corporation only by the person named in the stock certificate, or by his attorney lawfully constituted in writing, and upon surrender of the certificate therefor. The stock record book and other transfer records shall be in the possession of the Secretary or of a transfer agent or clerk for the corporation. The corporation, by resolution of the board, may from time to time appoint a transfer agent, and, if desired, a registrar, under such arrangements and upon such terms and conditions as the board deems advisable; but until and unless the board appoints some other person, firm or corporation as its transfer agent (and upon the revocation of any such appointment, thereafter until a new appointment is similarly made) the Secretary of the corporation shall be the transfer agent or clerk of the corporation, without the necessity of any formal action of the board, and the Secretary shall perform all of the duties thereof.

35.          Closing of Transfer Books. The Board of Directors shall have a power to close the stock transfer books of the corporation for a period not less than ten (10) nor more than sixty (60) days preceding the date of any meeting of the shareholders, or the date for payment of

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any dividend, or the date for the allotment of rights, or the date when any change or conversion or exchange of shares shall go into effect; provided, however, that in lieu of closing the stock transfer books as aforesaid, the Board of Directors may fix in advance a date not less than ten (10) nor more than sixty (60) days preceding the date of any meeting of shareholders, or the date for the payment of any dividend, or the date for the allotment of rights, or the date when any change or conversion or exchange of shares shall go into effect, as a record date for the determination of the shareholders entitled to a notice of, and to vote at, any such meeting or any adjournment thereof, or entitled to receive payment of any such dividend, or to any such allotment of rights, or to exercise the rights in respect to any such change, conversion or exchange of shares; and in such case such shareholders and only such shareholders as shall be shareholders of record on the date of closing of the transfer books on the record date so fixed shall be entitled to such notice of, and to vote at, such meeting, and any adjournment thereof, or to receive payment of such dividend, or to receive such allotment of rights, or to exercise such rights as the case may be, notwithstanding any transfer of any shares on the books of the corporation after such date of closing of the transfer books, or such record date fixed as aforesaid.

36.          Lost or Destroyed Certificates. In case of the loss or destruction of any certificate for shares of stock of the corporation, upon due proof of the registered owner thereof or his representatives, by affidavit of such loss or otherwise, the President and Secretary may issue a duplicate certificate (plainly marked “duplicate”) in its place, upon the corporation being fully indemnified therefor.

GENERAL

37.          Fixing of Capital — Transfers of Surplus. Except as may be specifically otherwise provided in the Certificate or Articles of Incorporation, the Board of Directors is expressly empowered to exercise all authority conferred upon it or the corporation by any law or statute, and in conformity therewith, relative to:

a.             The determination of what part of the consideration received for shares of the corporation shall be capital, capital surplus, and/or stated capital,

b.             Increasing or decreasing capital or stated capital,

c.             Transferring surplus, earned surplus or capital surplus to capital or stated capital,

d.             The consideration to be received by the corporation for its shares, and

e.             All similar or related matters;

provided that any concurrent action or consent by or of the corporation and its shareholders required to be taken or given pursuant to law, shall be duly taken or given in connection therewith.

38.          Dividends. Ordinary dividends upon the shares of the corporation, subject to the provisions of the Certificate or Articles of Incorporation, and of any applicable law or statute, may be declared by the Board of Directors at any regular or special meeting. Dividends may be

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paid in cash, in property, or in shares of its stock, and to the extent and in the manner provided by law, out of any available earned surplus or earnings or surplus or capital surplus of the corporation which is unreserved and unrestricted or as provided by the law of the state of incorporation.

Liquidating dividends or dividends representing a distribution of paid-in surplus or a return of capital shall be made only when and in the manner permitted by law.

39.          Creation of Reserves. Before the payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their reasonable discretion, think proper as a reserve fund or funds, to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purposes as the directors shall think conclusive to the interests of the corporation, and the directors may abolish any such reserve in the manner in which it was created.

40.          Checks. All checks or instruments for the payment of money and all notes of the corporation shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate. If no such designation is made and unless and until the board otherwise provides, the President and Treasurer shall have power to sign all such instruments for, in behalf of and in the name of the corporation, which are executed or made in the ordinary course of the corporation’s business.

41.          Fiscal Year. The Board of Directors shall have the paramount power to fix and from time to time change the fiscal year of the corporation. In the absence of action by the Board of Directors, however, the fiscal year of the corporation shall end each year on the date which the corporation treated as the close of its fiscal year, until such time, if any, as the fiscal year shall be changed by the Board of Directors.

42.          Directors’ Annual Statement. The Board of Directors may present at each annual meeting, and, when called for by vote of the shareholders, shall present to any annual or special meeting of the shareholders, a full and clear statement of the business and condition of the corporation.

43.          Conduct of Affairs Without Formal Meeting. All matters regarding the business, operation, affairs or management of the corporation by the Board of Directors and an Executive or other committee or subcommittee of the Board of Directors may be undertaken without formal meeting by the Board of Directors or such committee or subcommittee and be deemed valid and lawful action by the Board of Directors or such committees or subcommittees so long as the written consent to such action of each Director or member of such committee or subcommittee is received by the Secretary of the corporation and filed in the minutes of the corporation.

44.          Certain Contracts. No contract or transaction between the Corporation and one or more of its directors or officers, or between the Corporation and any other corporation, partnership, association, or other organization in which one or more of its directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the board or

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committee thereof which authorizes the contract or transaction, or solely because his or their votes are counted for such purpose, if:

a.             The material facts as to his interest and as to the contract or transaction are disclosed or are known to the Board of Directors or the committee, and the board or committee in good faith authorized the contract or transaction by a vote sufficient for such purpose without counting the vote of interested director or directors; or

b.             The material facts as to his interest and as to the contract or transaction are disclosed or are known to the shareholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the shareholders; or

c.             The contract or transaction is fair and reasonable as to the Corporation as of the time it is authorized, approved or ratified, by the Board of Directors, a committee thereof, or the shareholders.

Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee which authorized the contract or transaction.

45.          Indemnification.

a.             The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that he is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation, as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fee), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding, including any appeal thereof, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

b.             The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit, including any appeal thereof, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation and except that no indemnification

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shall be made with respect to any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the Corporation unless and only to the extend that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper.

c.             To the extent that any person referred to in this Paragraph 45 has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to therein or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith, including fees for appellate services rendered.

d.             Any indemnification under this Paragraph 45 (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in this Paragraph 45. Such determination shall be made (i) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (ii) if such quorum is not obtainable, or, even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (iii) by the shareholders.

e.             Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the Corporation in advance of final disposition of such action, suit or proceeding as authorized by the Board of Directors in the specific case upon receipt of an undertaking by or on behalf of the director, officer, employee or agent to repay such amount unless it shall ultimately be determined that he is entitled to be indemnified by the Corporation as provided in this Paragraph 45.

f.             The indemnification provided by this Paragraph 45 shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any statute, bylaw, agreement, vote of shareholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

g.             The Corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability under the provisions of this Paragraph 45.

h.             For the purposes of this Paragraph 45, references to “the Corporation” include all constituent corporations absorbed in a consolidation or merger as well as the resulting or surviving corporation so that any person who is or was a director, officer, employee

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or agent of such a constituent corporation or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise shall stand in the same position under the provisions of this section with respect to the resulting or surviving corporation as he would if he had served the resulting or surviving corporation in the same capacity.

CERTIFICATE

The undersigned hereby certifies that he is the duly elected and acting Secretary of the Corporation named herein and that the foregoing is a true copy of the Bylaws of said Corporation duly adopted by action of the Directors dated January 3,  1994, and hereby further certifies that such Bylaws have n t been amended or rescinded and remain in full force and effect at the date hereof.

DATED this 3rd day of January, 1994.

/s/ John Burlingame

Secretary

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EX-3.82

Exhibit 3.82

CERTIFICATE OF FORMATION

OF

HVC-HIGHLANDS, L.L.C.

The undersigned, an authorized natural person, for the purpose of forming a limited liability company, under the provisions and subject to the requirements of the State of Delaware (particularly Chapter 18, Title 6 of the Delaware Code and the acts amendatory thereof and supplemental thereof, and known, identified, and referred to as the “Delaware Limited Liability Act”), hereby certifies that:

1.The name of the limited liability company (hereinafter called the “Company”) is:

HVC-HIGHLANDS, L.L.C.

2.The address of the registered office and the name and the address of the registered agent of the Company required to be maintained by Section 18-104 of the Delaware Limited Liability Act are Corporation Service Company, located at 1013 Centre Road, in the City of Wilmington, County of New Castle., State of Delaware 19805.

IN WITNESS WHEREOF, the undersigned, an authorized person of the Company, has caused this Certificate of Formation to be duly executed as of the 24th day of February, 2000.

Highlands Inn Investors II, L.P., as sole member of HVC-

Highlands, L.L.C.

By: HT-Highlands, Inc., its general partner

/s/ Harold S. Handelsman

Harold S. Handelsman, VP, Secretary & Treasurer

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 09:00 AM 03/02/2000

001107648 - 3187065

EX-3.83

Exhibit 3.83

ARTICLES OF ORGANIZATION FOR FLORIDA LIMITED LIABILITY COMPANY

ARTICLE I - Name:

The name of the Limited Liability Company is:

HVO Key West Holdings, LLC

(Must end with the words “Limited Liability Company, “L.L.C.,” or “LLC.”)

ARTICLE II - Address:

The mailing address and street address of the principal office of the Limited Liability Company is:

Principal Office Address:	Mailing Address:
6262 Sunset Drive	6262 Sunset Drive
Miami, FL 33143	Miami, FL 33143

ARTICLE III - Registered Agent, Registered Office, & Registered Agent’s Signature:

(The Limited Liability Company cannot serve as its own Registered Agent. You must designate an individual or another business entity with an active Florida registration.)

The name and the Florida street address of the registered agent are:

Corporate Creations Network Inc.
Name
11380 Prosperity Farms Road, #221E
Florida street address (P.O. Box NOT acceptable)
Palm Beach Gardens	FL	33143
City	State	Zip

Having been named as registered agent and to accept service of process for the above stated limited liability company at the place designated in this certificate, I hereby accept appointment as registered agent and agree to act in this capacity. I further agree to comply with the provisions of all statutes relating to the proper and complete performance of my duties, and I am familiar with and accept the obligations of my position as registered agent as provided for in Chapter 605, F.S.

/s/ Timothy Pratte, Special Secretary

Registered Agent’s Signature (REQUIRED)

(CONTINUED)

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ARTICLE IV -

The name and address of each person authorized to manage and control the Limited Liability Company:

Title	Name and Address
“AMBR” = Authorized Member	HV Global Marketing Corporation
“MGR” = Manager	6262 Sunset Drive
AMBR	Miami, FL 33143

(Use attachment if necessary)

ARTICLE V:  Effective date, if other than the date of filing:                      (OPTIONAL)

(If an effective date is listed, the date must be specific and cannot be more than five business days prior to or 90 days after the date of filing.)

Note:  If the date inserted in this block does not meet the applicable statutory filing requirements, this date will not be listed as the document’s effective date on the Department of State’s records.

ARTICLE VI:  Other provisions, if any:

REQUIRED SIGNATURE:

/s/ Victoria J. Kincke

Signature of a member or an authorized representative of a member.

This document is executed in accordance with section 605.0203 (1) (b), Florida Statutes. I am aware that any false information submitted in a document to the Department of State constitutes a third degree felony as provided for in s.817.155, F.S.

Victoria J. Kincke

Typed or printed name of signee

Filing Fees

$125.00 Filing Fee for Articles of Organization and Designation of Registered Agent

$ 30.00 Certified Copy (Optional)

$   5.00 Certificate of Status (Optional)

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EX-3.84

Exhibit 3.84

LIMITED LIABILITY COMPANY AGREEMENT

OF

HVO KEY WEST HOLDINGS, LLC

THIS LIMITED LIABILITY COMPANY AGREEMENT (the “Agreement”) of HVO Key West Holdings, LLC (the “Company”) dated as of this 23rd  day of September, 2015, by HV Global Marketing Corporation as the sole member of the Company (the “Member”).

RECITAL

The Member desires to enter into a written agreement, in accordance with the provisions of the Florida Limited Liability Company Act and any successor statute, as amended from time to time (the “Act”), governing the affairs of the Company and the conduct of its business.

ARTICLE 1
The Limited Liability Company

1.1Formation.  Articles of organization for the Company as described in Section 605.0201 of the Act (the “Articles of Organization”) have been filed in the Department of State of the State of Florida in conformity with the Act.

1.2Name.  The name of the Company shall be “HVO Key West Holdings, LLC” and its business shall be carried on in such name with such variations and changes as the Member shall determine or deem necessary to comply with requirements of the jurisdictions in which the Company’s operations are conducted.

1.3Business Purpose; Powers.  The Company is formed for the purpose of engaging in any lawful business, purpose or activity for which limited liability companies may be formed under the Act.  The Company shall possess and may exercise all the powers and privileges granted by the Act or by any other law or by this Agreement, together with any powers incidental thereto, so far as such powers and privileges are necessary or convenient to the conduct, promotion or attainment of the business purposes or activities of the Company.

1.4Registered Office and Agent.  The location of the registered office of the Company shall be 11380 Prosperity Farms Road, #221E, Palm Beach Gardens, FL 33410.  The Company’s Registered Agent at such address shall be Corporate Creations Network Inc.

1.5Term.  Subject to the provisions of Article 6 below, the Company shall have perpetual existence.

ARTICLE 2
The Member

2.1The Member.  The name and address of the Member is as follows:

Name	Address
HV Global Marketing Corporation	6262 Sunset Drive, Miami, FL 33143

2.2Actions by the Member, Meetings.  The Member may approve a matter or take any action at a meeting or without a meeting by the written consent of the Member.  Meetings of the Member may be called at any time by the Member.

2.3Liability of the Member.  All debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be the debts, obligations and liabilities of the Company.  All such liabilities shall be personally guaranteed by the Member who will hereby be obligated for any such debt, obligation or liability of the Company to the extent not satisfied by the Company.

2.4Power to Bind the Company.  The Member (acting in its capacity as such) shall have the authority to bind the Company to any third party with respect to any matter.

2.5Admission of Members.  New members shall be admitted only upon the approval of the Member.

ARTICLE 3
Management by the Member

3.1The management of the Company is fully reserved to the Member, and the Company shall not have “managers,” as that term is used in the Act.  The powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Member, who, through its officers and employees, shall make all decisions and take all actions for the Company.  In managing the business and affairs of the Company and exercising its powers, the Member shall act through resolutions adopted in written consents.  Decisions or actions taken by the Member in accordance with this Agreement shall constitute decisions or action by the Company and shall be binding on the Company.  Only the Member shall have the authority to represent and bind the Company, which authority can be delegated in accordance with Section 3.2.

3.2Officers and Related Persons.  The Member shall have the authority to appoint and terminate officers of the Company and retain and terminate employees, agents and consultants of the Company and to delegate such duties to any such officers, employees, agents and consultants as the Member deems appropriate, including the power, acting individually or jointly, to represent and bind the Company in all matters, in accordance with the scope of their respective duties.

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ARTICLE 4
Capital Structure and Contributions

4.1Capital Structure.  The capital structure of the Company shall consist of one class of common interests (the “Common Interests”).  All Common Interests shall be identical with each other in every respect.  The Member shall own all of the Common Interests issued and outstanding.

4.2Capital Contributions.  The Member shall not be required to make capital contributions.  From time to time, the Member may determine that the Company requires capital and may, at its option, make capital contribution(s) in an amount determined by the Member.  Such capital contributions may be made in cash, other property or services as determined by the Member.  A capital account shall be maintained for the Member, to which contributions and profits shall be credited and against which distributions and losses shall be charged.

ARTICLE 5
Profits, Losses and Distributions

5.1Profits and Losses.  For financial accounting and tax purposes, the Company’s net profits or net losses shall be determined on an annual basis in accordance with the manner determined by the Member.  In each year, profits and losses shall be allocated entirely to the Member.

5.2Distributions.  The Member shall determine profits available for distribution and the amount, if any, to be distributed to the Member, and shall authorize and distribute on the Common Interests, the determined amount when, as and if declared by the Member.  The distributions of the Company shall be allocated entirely to the Member.

ARTICLE 6
Events of Dissolution

The Company shall be dissolved and its affairs wound up upon the occurrence of any of the following events (each, an “Event of Dissolution”):

(i)The Member votes for dissolution; or

(ii)A judicial dissolution of the Company under Sections 605.0702 and 605.0703 of the Act; or

(iii)death of Member; or

(iv)bankruptcy of a Member

ARTICLE 7
Transfer of Interests in the Company

No interest in the Company may be sold, assigned, transferred, conveyed, gifted, exchanged or otherwise disposed of without the prior written consent of the Member.

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ARTICLE 8
Exculpation and Indemnification

8.1Exculpation.  Notwithstanding any other provisions of this Agreement, whether express or implied, or any obligation or duty at law or in equity, none of the Member, or any officers, directors, stockholders, partners, employees, affiliates, representatives or agents of any of the Member, nor any officer, employee, representative or agent of the Company (individually, a “Covered Person” and, collectively, the “Covered Persons”) shall be liable to the Company or any other person for any act or omission (in relation to the Company, its property or the conduct of its business or affairs, this Agreement, any related document or any transaction or investment contemplated hereby or thereby) taken or omitted by a Covered Person in the reasonable belief that such act or omission is in or is not contrary to the best interests of the Company and is within the scope of authority granted to such Covered Person by the Agreement, provided such act or omission does not constitute fraud, willful misconduct, bad faith, or gross negligence.

8.2Indemnification.  To the fullest extent permitted by law, the Company shall indemnify and hold harmless each Covered Person from and against any and all losses, claims, demands, liabilities, expenses, judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative (“Claims”), in which the Covered Person may be involved, or threatened to be involved, as a party or otherwise, by reason of its management of the affairs of the Company or which relates to or arises out of the Company or its property, business or affairs. A Covered Person shall not be entitled to indemnification under this Section 8.2 with respect to (i) any Claim with respect to which such Covered Person has engaged in fraud, willful misconduct, bad faith or gross negligence or (ii) any Claim initiated by such Covered Person unless such Claim (or part thereof) (A) was brought to enforce such Covered Person’s rights to indemnification hereunder or (B) was authorized or consented to by the Member.  Expenses incurred by a Covered Person in defending any Claim shall be paid by the Company in advance of the final disposition of such Claim upon receipt by the Company of an undertaking by or on behalf of such Covered Person to repay such amount if it shall be ultimately determined that such Covered Person is not entitled to be indemnified by the Company as authorized by this Section 8.2.

8.3Amendments.  Any repeal or modification of this Article VIII by the Member shall not adversely affect any rights of such Covered Person pursuant to this Article VIII, including the right to indemnification and to the advancement of expenses of a Covered Person existing at the time of such repeal or modification with respect to any acts or omissions occurring prior to such repeal or modification.

ARTICLE 9
Miscellaneous

9.1Amendments.  Amendments to this Agreement and to the Articles of Organization shall be approved in writing by the Member.  An amendment shall become effective as of the date specified in the approval of the Member or if none is specified as of the date of such approval or as otherwise provided in the Act.

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9.2Severability.  If any provision of this Agreement is held to be invalid or unenforceable for any reason, such provision shall be ineffective to the extent of such invalidity or unenforceability; provided, however, that the remaining provisions will continue in full force without being impaired or invalidated in any way unless such invalid or unenforceable provision or clause shall be so significant as to materially affect the expectations of the Member regarding this Agreement.  Otherwise, any invalid or unenforceable provision shall be replaced by the Member with a valid provision which most closely approximates the intent and economic effect of the invalid or unenforceable provision.

9.3Governing Law.  This Agreement shall be governed by and construed in accordance with the laws of the State of Florida without regard to the principles of conflicts of laws thereof.

9.4Limited Liability Company.  The Member intends to form a limited liability company and does not intend to form a partnership under the laws of the State of Florida or any other laws.

IN WITNESS WHEREOF, the undersigned has duly executed this Agreement as of the day first above written.

HV GLOBAL MARKETING CORPORATION
By:	/s/ Jeanette E. Marbert
	Name: Jeanette E. Marbert
	Title: Executive Vice President

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EX-3.87

Exhibit 3.87

ARTICLES OF INCORPORATION

of

ILG International Holdings, Inc.

The undersigned incorporator, for the purpose of forming a corporation (hereinafter referred to as the “Corporation”) under the Florida Business Corporation Act, hereby adopts the following Articles of Incorporation.

Article I:                    The name of the Corporation shall be ILG International Holdings, Inc.

Article II:                   The principal place of business and mailing address of this Corporation shall be 6262 Sunset Drive, Miami, Florida 33143.

Article III:                 The maximum number of shares that the Corporation is authorized to issue is 1,000 shares of common stock, all of which are of a par value of $ 0.01 dollars.

Article IV:                 The name and address of the initial registered agent is Corporate Creations Network Inc., 11380 Prosperity Farms Road #221E, Palm Beach Gardens, Florida 33410.

The written acceptance of the initial registered agent, as required by the provisions of Section 607.0501(3) of the Florida Business Corporation Act, is set forth following the signature of the incorporator and is made a part thereof.

Article V:                   The name and street address of the incorporator to these Articles of Incorporation is:   Jennifer A. West, 6262 Sunset Drive, Miami, Florida 33143.

Article VI:                 The Corporation is organized to engage in any or all lawful business for which corporations may be incorporated under the provisions of the Florida Statutes.

Article VII:                The period of duration of the Corporation is perpetual.

Article VIII:              The Corporation shall, to the fullest extent legally permissible under the provisions of the Florida Business Corporation Act, as the same may be amended and supplemented, indemnify and hold harmless any and all persons whom it shall have power to indemnify under said provisions from and against any and all liabilities (including expenses) imposed upon or reasonably incurred by such person in connection with any action, suit or other proceeding in which such person may be involved or with which such person may be threatened, or other matters referred to in or covered by said provisions both as to action in such person’s official capacity and as to

action in any other capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee or agent of the Corporation. Such indemnification provided shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any Bylaw, Agreement or Resolution adopted by the shareholders entitled to vote thereon after notice.

The undersigned incorporator has executed these Articles of Incorporation this 7th day of December, 2012.

/s/ Jennifer A. West

Jennifer A. West, Incorporator

Corporate Creations Network, Inc., having been named as registered agent and to accept service of process for the above stated Corporation at the place designated in these Articles of Incorporation, I hereby accept the appointment as registered agent and agree to act in this capacity.  I further agree to comply with the provisions of all statutes relating to the proper and complete performance of my duties, and I am familiar with and accept the obligations of my position as registered agent.

Corporate Creations Network, Inc.
By:	/s/ Jim Perkins
Date:

EX-3.88

Exhibit 3.88

BYLAWS

OF

ILG INTERNATIONAL HOLDINGS, INC.

(a Florida corporation)

ARTICLE I
OFFICES

1.1          Principal Office and Other Offices.  The principal office of ILG INTERNATIONAL HOLDINGS, INC. (the “Corporation”) shall be located at 6262 Sunset Drive, Miami, Florida 33143 or such place within or outside the State of Florida (the “State”) as the Board of Directors (the “Board”) may from time to time designate.  The Corporation may have other offices for the transaction of the affairs of the Corporation located at such other places both within and without the State as the Board may from time to time designate or as the business of the Corporation may require.

1.2          Registered Office and Agent.  The Corporation shall have and continuously maintain in the State a registered office and have a registered agent, as required by law.  Such office may, but need not, be identical with the principal office of the Corporation in the State of Florida.  The Corporation may from time to time change its registered office or its registered agent, or both, by a resolution of the Board that adopts the change and authorizes the president or vice-president to execute and submit for filing with the Department of State a statement of change setting forth the information required by law.  Any new registered agent designated by such statement shall acknowledge in writing such statement, and any new or successor registered agent shall simultaneously file with the Department of State a written statement, in the form and manner prescribed by law, accepting the appointment and stating the registered agent’s familiarity with and acceptance of the obligations provided for under the laws of the State.

ARTICLE II
SHAREHOLDERS

2.1          Annual Meetings.  The annual meeting of shareholders for the purpose of electing directors and for the transaction of such other matters as may properly come before the meeting shall be held during the month of April each year or at such other time and date as may be fixed by or under the authority of the Board; provided, the annual meeting of the shareholders for any year shall be held no later than thirteen (13) months after the last annual meeting of the shareholders.  However, failure to hold a timely annual meeting shall in no way affect the terms of officers or directors of the Corporation or the validity of actions of the Corporation.

2.2          Special Meeting.  Special meetings of the shareholders, for any purpose or purposes, unless otherwise prescribed by statute, may be called by the president or the Board or by the person designated in one or more written request(s) of the holders of not less than ten percent (10%) of all the votes entitled to be cast on any issue proposed to be considered at such special meeting, which requests must be delivered to the Corporation’s secretary describing the purpose or purposes for which such meeting is to be held.

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2.3          Place of Meeting.  The Board may designate any place, either within or without the State, as the place of meeting for any annual meeting or for any special meeting called by the Board.  A waiver of notice signed by all shareholders entitled to vote at a meeting may designate any place either within or without the State as the place for the holding of such meeting.  If no designation is made for the place of meeting, or if the meeting is otherwise called, then the place of meeting shall be the principal business office of the Corporation within the State or such other suitable place in the county of such principal office as may be designated by the person calling such meeting, but any meeting may be adjourned to reconvene at any place designated by vote of a majority of the shares represented thereat.

2.4          Notice of Meeting.  A written notice of each shareholders’ meeting stating the place, day, and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered either personally or by first-class mail to each shareholder of record entitled to vote at such meeting not less than ten (10) or more than sixty (60) days before the date of the meeting.  Notice shall be given by or at the direction of the president, the secretary, or the officer or persons calling the meeting.  If notice is by mail, such notice shall be deemed to have been delivered when deposited with postage prepaid thereon in the United States mail, addressed to the shareholder at the address of the shareholder as it appears on the stock transfer books of the Corporation.

2.5          Waiver of Notice.  A written waiver of notice signed by a shareholder who was entitled to notice of a meeting of the shareholders, whether the waiver is given before or after the time required for the notice, shall be equivalent to the giving of such notice provided such written waiver is delivered to the Corporation for inclusion in the minutes or filing with the corporate records.  A shareholder’s attendance at a meeting shall constitute a waiver of notice of such meeting unless the shareholder at the beginning of the meeting objects to holding the meeting or transacting business at the meeting.  Further, in the case of a special meeting, a shareholder’s attendance shall constitute a waiver of objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the shareholder objects to considering the matter when it is presented.

2.6          Adjournment.  Any meeting of the shareholders may be adjourned to another time or place by a majority vote of the shares entitled to vote and which are represented at the meeting.  When all of the shares entitled to vote are represented in person or by proxy at a meeting, and such meeting is adjourned to another time or place, it shall not be necessary to give any notice of the adjourned meeting, if the time and the place to which the meeting is adjourned are announced at the meeting at which the adjournment is taken.  Any business may be transacted at such adjourned meeting that might have been transacted at the original meeting.  If all of the shares entitled to vote are not represented at the meeting at which adjournment is taken, then notice of the adjourned meeting shall be given to each shareholder of record in the manner prescribed by Section 2.4.  In all cases, however, if, after the adjournment, the Board fixes a new record date for the adjourned meeting, then notice of the adjourned meeting shall be given as provided in this Article II to each shareholder of record under the new record date who is entitled to vote at the adjourned meeting.

2.7          Fixing of Record Date.  For the purpose of determining the shareholders who are entitled to receive notice of or to vote at any shareholders’ meeting or any adjournment thereof, to express consent to corporate action in writing without a meeting, or to receive payment of any

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dividend or other distribution or allotment of any rights, and pursuant to any other purpose requiring a determination of shareholders, the Board may fix, in advance, a record date for any such determination of shareholders.  Such record date shall not be more than seventy (70) days before the date on which the particular action requiring such determination of shareholders is to be taken.  If no such record date is fixed, then the date on which notice of a shareholders’ meeting is delivered or the date on which the Board adopts a resolution declaring a dividend, as the case may be, shall be the record date for such determination of shareholders.  In the case of an adjourned meeting, the record date for the original meeting shall apply to the adjournment thereof, unless the Board fixes a new record date in accordance with these Amended and Restated Bylaws; provided, however, that the Board shall be required to fix a new record date for such adjourned meeting if the adjournment is to a date more than one hundred twenty (120) days after the date fixed for the original meeting.

2.8          Record of Shareholders Having Voting Rights.  After fixing a record date for a shareholders meeting, the secretary of the Corporation shall, at least ten (10) days before such meeting, prepare a complete, alphabetical list of the shareholders entitled to notice of such meeting, arranged by the voting groups of the shareholders entitled to vote on the matters to come before the meeting, with the address of, and the number, class and series, if any, of shares held by each.  For a period of ten (10) days prior to the meeting, or such shorter time as exists between the record date and the meeting and continuing through the meeting, the shareholders list shall be made available for inspection at the Corporation’s principal office, at a place identified in the meeting notice in the city where the meeting will be held, or at the office of the Corporation’s transfer agent or registrar, and such list shall be subject to inspection upon written demand by any shareholder or the shareholder’s agent or attorney, at the shareholder’s expense, at any time during usual business hours during the period it is available for inspection. Such list shall also be available at the meeting, and any shareholder or the shareholder’s agent or attorney is entitled to inspect the list at any time during the meeting or any adjournment thereof.  If the requirements of this Section 2.8 have not been substantially complied with, then upon the demand, in person or by proxy, of any shareholder who failed to get access to such list, the meeting shall be adjourned until the requirements of this Section are complied with; provided, however, that any failure to comply with the requirements of this Section shall not affect the validity of any action taken at such meeting.  A shareholder may not sell or otherwise distribute any information or records inspected under this Section, except to the extent permitted by law.

2.9          Shareholder Quorum and Voting.  A majority of the shares entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of the shareholders.  If a quorum exists, action on a matter, other than the election of directors, is approved if the votes cast by the holders of the shares represented at the meeting and entitled to vote on the subject matter favoring the action exceed the votes cast opposing the action, unless the vote of a greater number is required by law, the Articles of Incorporation, or these Amended and Restated Bylaws.  After a quorum has been established at a shareholders’ meeting, the subsequent withdrawal of shareholders, which reduces the number of shares entitled to vote below the number required for a quorum, shall not affect the validity of any action taken at the meeting or any adjournment thereof.  Where a quorum is not present, the holders of a majority of the shares represented and who would be entitled to vote at the meeting if a quorum were present may adjourn such meeting.

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2.10        Conduct of Meeting.  The president, and in the president’s absence, a vice-president in the order provided under Section 4.6, and in their absence, any person chosen by the shareholders present, shall call the meeting of the shareholders to order and shall act as chairman of the meeting, and the secretary of the Corporation shall act as secretary of all meetings of the shareholders, but, in the absence of the secretary, the person acting as chairman of the meeting may appoint any other person to act as secretary of the meeting.

2.11        Proxies.  Every shareholder entitled to vote at a shareholders’ meeting, or entitled to express consent or dissent without a meeting, or the duly authorized attorney-in-fact of such shareholder, may authorize another person or other persons to act as the shareholder’s proxy.  A shareholder may appoint a proxy to vote or otherwise act for the shareholder by signing an appointment form, either personally or by the shareholder’s attorney-in-fact.  Any executed appointment form appearing to have been transmitted by such person, electronically or otherwise, shall be a sufficient appointment form.  An appointment of a proxy is effective when received by the secretary or other officer or agent authorized to tabulate votes, and unless otherwise stated in the appointment form, the appointment of a proxy shall be valid only for a period of eleven (11) months.  Every appointment of a proxy shall be revocable at the pleasure of the shareholder who executed it, except as otherwise provided by law.

The authority of a proxy to act shall not be revoked by the death or incapacity of the shareholder who executed the appointment, unless, before the authority is exercised under the appointment, notice of such death or incapacity is received by the secretary of the Corporation or other agent of the Corporation authorized to tabulate votes.

Any proxy may appoint, in writing, a substitute to act in the proxy’s place, if the appointment of the proxy expressly provides for such substitution.  If an appointment confers proxy authority upon more than one person, and if the appointment does not otherwise provide, a majority of the authorized persons, or, if only one is present, then that one, may exercise all the powers conferred by the appointment; provided, however, if the proxies present at the meeting are equally divided as to the right and manner of voting, then the voting of such shares shall be prorated.

2.12        Voting of Shares.  Subject to the provisions of this Article II of these Amended and Restated Bylaws, the Articles of Incorporation, and the laws of the State, each outstanding share shall be entitled to one vote on each matter submitted to a vote at a meeting of the shareholders.

2.13        Action Without Meeting.  Any action of the shareholders required or permitted to be taken at an annual or special meeting of the shareholders may be taken without a meeting, without prior notice, and without a vote, if one or more written consents setting forth the action so taken is or are dated and signed by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted, provided such consent or consents are delivered to the Corporation at its principal office in the State, to the Corporation’s principal place of business, or to the secretary, within sixty (60) days of the date of the earliest dated consent delivered in such manner. Any written consent may be revoked prior to the date the Corporation receives the required number of consents to authorize the proposed action, provided

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that such revocation must be in writing and shall not be effective until received by the Corporation in the manner set forth above.  Within ten (10) days after obtaining such authorization by written consent, the Corporation shall give notice to the shareholders who have not consented in writing or who were not entitled to vote on the action taken in the consent.  Such notice shall fairly summarize the material features of the authorized action and, if the action is one for which dissenters’ rights are provided by applicable corporate laws of the State, such notice shall contain a clear statement of the right of shareholders dissenting from the action to be paid the fair value of their shares upon compliance with applicable provisions of the laws of the State.  Whenever action is taken pursuant to this Section 2.13, the written consent of the shareholders consenting thereto or the written reports of inspectors appointed to tabulate such consents shall be filed with the minutes of proceedings of shareholders.  Any certificate that is required by law to be filed as a result of an action of the shareholders taken under this Section 2.13 shall state that written consent for such action was given in accordance with the laws of the State.

ARTICLE III
BOARD OF DIRECTORS

3.1          General Powers and Number.  The business and affairs of the Corporation shall be managed by the Board subject to any limitations set forth under the laws of the State, the Articles of Incorporation, and these Amended and Restated Bylaws concerning corporate action that must be authorized or approved by the shareholders.  The number of directors of the Corporation shall be three (3) initially.  The number of directors may be increased or decreased from time to time by resolution of the directors, but shall never be less than one (1) nor more than seven (7).

3.2          Election of Directors.  Directors shall be elected at the annual meeting of shareholders by a plurality of the votes cast by the shares entitled to vote in the election where each shareholder who is entitled to vote at an election of directors has the right to vote the number of shares owned by the shareholder for as many persons as there are directors to be elected and for whose election the shareholder has a right to vote.  Shareholders do not have a right to cumulate their votes for directors.

3.3          Tenure and Qualifications.  Each director shall hold office (a) until the next annual meeting of the shareholders and until a successor shall have been elected, (b) until the director’s prior death, resignation or removal, or (c) until there is a decrease in the number of directors which takes effect after the expiration of his or her term.  Directors shall be eighteen (18) years of age or older but need not be residents of the State or shareholders of the Corporation.

3.4          Resignation and Removal.  A director may resign at any time by delivering a written notice of resignation to the Board or its chairman (if any) or to the secretary of the Corporation.  A director’s resignation is effective when the notice is delivered unless the notice specifies a later effective date.  Directors may be removed, with or without cause, at a shareholders’ meeting called with notice of that purpose, by a vote of the holders of the shares then entitled to vote to elect that director provided the number of votes cast to remove the director exceeds the number of votes cast not to remove the director.

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3.5          Vacancies.  Any vacancy occurring in the Board, including any vacancy created by reason of an increase in the number of directors, may be filled by the affirmative vote of a majority of the remaining directors, though the remaining directors constitute less than a quorum of the Board; provided, however, if a vacancy is created by removal of a director by action of the shareholders, then the shareholders shall have the right to fill such vacancy at the same meeting or any adjournment thereof.

3.6          Regular Meetings.  A regular meeting of the Board shall be held without notice other than this Section 3.6 immediately after the annual meeting of shareholders, and each adjourned session thereof The place of such regular meeting shall be the same as the place of the meeting of shareholders which precedes it, or such other suitable place as may be announced at such meeting of shareholders.  The Board may provide, by resolution, the time and place, either within or without the State, for the holding of additional regular meetings without notice other than such resolution.

3.7          Special Meetings.  Special meetings of the Board may be called by or at the request of the president, secretary, or any director.  The president or secretary calling any special meeting of the Board may fix any place, either within or without the State, as the place for holding any special meeting of the Board called by either of them, and if no other place is fixed the place of the meeting shall be the principal business office of the Corporation in the State.

3.8          Notice; Waiver.  Except to the extent provided in Section 3.6 of these Amended and Restated Bylaws, notice of each meeting of the Board shall be given to each director (a) by personal delivery, facsimile, or electronic mail transmission not less than forty-eight (48) hours before the meeting or (b) by first-class mail, addressed to the business address or such other address as the director shall have designated in a writing filed with the secretary, and mailed not less than five (5) business days before the meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail with postage prepaid and properly addressed.  If sent by facsimile, or electronic mail transmission, such notice shall be deemed to be delivered when transmitted to the director at a facsimile number or email address furnished by the director to the Corporation and as shown in the Corporation’s records.  However, any notice to any director required under these Amended and Restated Bylaws or under any provision of law may be waived if such director signs a waiver of notice at any time, either before or after the time of the meeting.  If a director has not been given notice as required under these Amended and Restated Bylaws or under provisions of law, but the director attends the meeting, the director’s attendance shall constitute a waiver of notice of such meeting and a waiver of all objections to the time and place of the meeting and the manner in which it was called or convened, except, when a director states, at the beginning of such meeting, or promptly upon arrival at the meeting, any objection to the transaction of business because the meeting was not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board need be specified in either the notice of, or a waiver of notice of, any regular or special meeting.

3.9          Attendance via Telephone Conference Call.  Except to the extent otherwise provided by the laws of the State, any meeting of the Board may be attended by any or all of the directors by means of a conference telephone (or similar communications equipment) through the use of which all directors participating in the meeting can hear each other at the same time.  Such attendance by any or all directors shall constitute presence by each such director in person at such

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meeting and such meeting shall constitute a valid meeting of the Board for all purposes of the laws of the State and these Amended and Restated Bylaws.  Any action taken by the Board at such meeting shall constitute a valid action of the Board for all purposes of the laws of the State and these Amended and Restated Bylaws.

3.10        Quorum and Voting.  Except as otherwise provided by law, the Articles of Incorporation, or these Amended and Restated Bylaws, a majority of the number of directors fixed in Section 3.1 of these Amended and Restated Bylaws shall constitute a quorum for the transaction of business at any meeting of the Board.  The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board if a quorum is present when the vote is taken, unless the act of a greater number is required by law, the Articles of Incorporation, or these Amended and Restated Bylaws.

3.11        Presiding Officer.  The Board may elect from among its members a chairman of the Board, who shall preside at meetings of the board.  The chairman, and if there be none, or in his or her absence, the president, and in his or her absence, a vice president in the order provided under the Section 4.6, and in their absence, any director chosen by the directors present, shall call meetings of the Board to order and shall act as presiding officer of the meeting.

3.12        Minutes.  The secretary of the corporation shall act as secretary of all meetings of the Board but in the absence of the secretary, the presiding officer may appoint any other person present to act as secretary of the meeting.  Minutes of any regular or special meeting of the Board shall be prepared and distributed to each director.

3.13        Adjournment.  A majority of the directors present, whether or not a quorum exists, may adjourn any meeting of the Board to another time and place.  Notice of the adjourned meeting shall be given to each director in accordance with Section 3.8 of these Amended and Restated Bylaws, unless all of the directors of the full Board are present at the time of adjournment and the time and place of the adjourned meeting are announced at the time of the adjournment.

3.14        Committees.  The Board, by resolution adopted by a majority of the full Board, may designate from among its members an executive committee and other committees.  Each such committee shall consist of two (2) or more of the directors who shall serve on the committee at the pleasure of the Board, and, to the extent provided in such resolution, shall have and may exercise all the authority of the Board, except that no committee shall have authority to:

(a)           Approve or recommend to the shareholders actions or proposals required by the Florida Business Corporation Act to be approved by the shareholders;

(b)           Fill vacancies in the Board or any committee thereof;

(c)           Amend or repeal these Amended and Restated Bylaws;

(d)           Authorize or approve the reacquisition of shares unless pursuant to a general formula or method specified by the Board; or

(e)           Authorize or approve the issuance, sale or contract for the sale of shares, or determine the designation and relative rights, preferences, and limitations of voting groups

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of shares entitled to vote and be counted together collectively on certain matters, except that the Board may authorize a committee to do so within limits specifically prescribed by the Board.

The Board, by resolution of the majority of the full Board, may designate one or more directors as alternate members of a committee, who may act in the place and stead of any absent member or members at any meeting of such committee.  Any committee established under this Section 3.12 may fix its own rules for the conduct of its activities and shall make such reports of its activities to the Board as the Board may request.

3.15        Action by Directors Without Meeting.  Any action required or permitted to be taken at a meeting of the Board (or a committee thereof) may be taken without a meeting if all of the directors (or members of the committee) sign one or more written consents describing the action so to be taken and such consent or consents is or are filed in the minutes of the proceedings of the Board (or committee).  Such action by consent shall have the same effect as a unanimous vote at a duly called and noticed meeting of the Board (or committee), and may be described as such in any document.  Action taken under this Section 3.15 is effective when the last director signs a consent describing the action, unless the directors’ consents specify a different effective date.

3.16        Presumption of Assent.  A director who is present at a meeting of the Board, or a committee thereof of which the director is a member, at which action on any corporate matter is taken, shall be deemed to have assented to the action taken unless the director votes against such action, abstains from voting on the action, or objects at the beginning of the meeting (or promptly upon the director’s arrival) to the holding of the meeting or to the transaction of specified business at the meeting.

3.17        Compensation.  The Board, irrespective of any personal interest of any of its members, may establish reasonable compensation to be paid to each director for such director’s services to the Corporation as director, officer or otherwise, or the Board may delegate such authority to an appropriate committee.  The Board also shall have authority to provide for, or to delegate authority to an appropriate committee to provide for, reasonable pensions, disability or death benefits, and other benefits or payments to directors, officers and employees and to their estates, families, dependents, or beneficiaries on account of prior services rendered by such director, officers and employees of the Corporation.  Each director shall be reimbursed for the necessary expenses in connection with attending meetings of the Board or any committee thereof.

ARTICLE IV
OFFICERS

4.1          Number.  The Corporation shall have a president, such number of vice-presidents as may be chosen by the Board (which number may be zero), a secretary, a treasurer and such other officers and agents as the Board may, from time to time, determine necessary, each of whom shall be chosen by the Board.  Any number of offices may be held by the same person.

4.2          Appointment and Term of Office.  The officers of the Corporation to be chosen by the Board shall be appointed at each annual meeting of the Board.  The Board may, from time

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to time, appoint, or may authorize a duly appointed officer to appoint, such additional officers, assistant officers and agents as the Board may deem necessary.  Each officer shall hold office until a successor shall have been duly chosen or until the officer’s prior death, resignation or removal.  The appointment of an officer does not of itself create contract rights.

4.3          Resignation and Removal.  An officer may resign at any time by delivering notice to the secretary of the Corporation.  A resignation is effective when the notice is delivered unless the notice specifies a later effective date.  If a resignation is made effective at a later date and the Board accepts the future effective date, the Board may fill the pending vacancy before the effective date if the Board provides that the successor does not take office until the effective date.  Any officer or agent may be removed by the Board at any time, with or without cause.  Any officer or assistant officer, if appointed by another officer, may likewise be removed by such officer.

4.4          Vacancies.  A vacancy in any office because of death, resignation, removal, disqualification, or otherwise, shall be filled by the Board for the unexpired portion of the term.

4.5          President.  The president shall be the chief executive officer of the Corporation and, subject to the control of the Board, shall in general supervise and control all of the business and affairs of the Corporation and perform such other duties as may be prescribed by the Board from time to time.  The president shall, when present, preside at all meetings of shareholders and the Board, and shall generally do and perform all acts incident to the office of president, or which are authorized or required by law.  The president also shall have authority, subject to such conditions as may be prescribed by the Board, to appoint such agents and employees of the Corporation as the president shall deem necessary, to prescribe their powers, duties and compensation, and to delegate authority to them.  Such agents and employees shall hold office at the discretion of the president.  The president may sign with the secretary (or with any other proper officer of the Corporation thereunto authorized by the Board) certificates for shares of the Corporation and any deeds, mortgages, bonds, contracts, or other instruments which the Board has authorized to be executed, except when the signing and execution thereof shall be expressly delegated by the Board or by these Amended and Restated Bylaws to some other officer or agent of the Corporation, or shall be required by law to be otherwise signed or executed.

4.6          Vice-Presidents.  In the absence of the president or in the event of the president’s death, inability or refusal to act, or in the event for any reason it shall be impracticable for the president to act personally, the vice-president (or, in the event there is more than one vice-president, the vice-presidents in the order designated by the Board, or in the absence of designation, then in the order of their appointment), shall perform the duties of the president, and when so acting, shall have all the powers of and be subject to all the restrictions on the president. Any vice-president may sign, with the secretary or any assistant secretary, certificates for shares of the Corporation, and shall perform such other duties and have such authority as from time to time may be delegated or assigned to the vice-president by the president or by the Board.  The execution of any instrument of the Corporation by any vice-president shall be conclusive evidence, as to third parties, of the vice-president’s authority to act in the stead of the president.

4.7          Secretary.  The secretary shall (a) prepare the minutes of the meetings of the shareholders, of the Board and of committees of the Board in one or more books provided for such purpose; (b) see that all notices are duly given in accordance with the provisions of these Amended

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and Restated Bylaws or as required by law; (c) be custodian of the records and seal of the Corporation, (d) see that the seal of the Corporation is affixed to all documents the execution of which on behalf of the Corporation under its seal is duly authorized; (e) be responsible for the authentication of the Corporation’s records; (f) keep or arrange for the keeping of a register of the post office address of each shareholder furnished to the secretary; (g) sign with the president, or a vice-president, certificates for shares of the Corporation, the issuance of which have been authorized by resolution of the Board; (h) have general charge of the stock transfer books of the Corporation; and (i) in general perform all duties incident to the office of secretary and have such other duties and exercise such authority as from time to time may be delegated or assigned to the secretary by the president or by the Board.

4.8          Treasurer.  The treasurer shall (a) have charge and custody of and be responsible for all funds and securities of the Corporation; (b) maintain accurate and appropriate accounting records; (c) receive and give receipts for monies due and payable to the Corporation from any source whatsoever, and deposit all such monies in the name of the Corporation in such banks, trust companies or other depositories as shall be selected by or under the authority of a resolution of the Board; and (d) in general perform all the duties incident to the office of treasurer and have such other duties and exercise such other authority as from time to time may be delegated or assigned to the treasurer by the president or by the Board. If required by the Board, the treasurer shall give a bond for the faithful discharge of the treasurer’s duties in such sum and with such surety or sureties as the Board shall determine.

4.9          Assistant Secretaries and Assistant Treasurers.  There shall be such number of assistant secretaries and assistant treasurers as the Board may from time to time authorize.  Such assistant secretaries and assistant treasurers may be appointed by the Board or, with the authorization of the Board, by a duly appointed officer.  The assistant secretaries may sign with the president or a vice-president certificates for shares of the Corporation the issuance of which have been authorized by a resolution of the Board.  The assistant treasurers shall respectively, if required by the Board, give bonds for the faithful discharge of their duties in such sums and with such sureties as the Board shall determine.  The assistant secretaries and assistant treasurers, in general, shall perform such duties and have such authority as shall from time to time be delegated or assigned to them by the secretary or the treasurer, respectively, or by the president or the Board.

4.10        Other Assistants and Acting Officers.  The Board, or an officer with the authorization of the Board, shall have the power to appoint any person to act as assistant to any officer, or as agent for the Corporation in the officer’s stead, or to perform the duties of such officer whenever, for any reason, it is impracticable for such officer to act personally, and such assistant or acting officer or other agent so appointed by the Board shall have the power to perform all the duties of the office to which he or she is so appointed to act, except as such power may be otherwise defined or restricted by the Board.

4.11        Salaries.  The salaries of the principal officers shall be fixed from time to time by the Board or by a duly authorized committee thereof, and no officer shall be prevented from receiving such salary by reason of the fact that the officer is also a director of the Corporation.

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ARTICLE V
CONTRACTS, LOANS, CHECKS AND DEPOSITS; SPECIAL CORPORATE ACTS

5.1          Contracts.  The Board may authorize any officer or officers, agent or agents, to enter into any contract or execute or deliver any instrument in the name of and on behalf of the Corporation, and such authorization may be general or confined to specific instances.  In the absence of other designation, all deeds, mortgages and instruments of assignment or pledge made by the Corporation shall be executed in the name of the Corporation by the president or the vice-president and by the secretary, an assistant secretary, the treasurer or an assistant treasurer; the secretary or an assistant secretary, when necessary or required, shall affix the corporate seal thereto; and when so executed no other party to such instrument or any third party shall be required to make any inquiry into the authority of the signing officer or officers.

5.2          Loans.  No indebtedness for borrowed money shall be contracted on behalf of the Corporation and no evidences of such indebtedness shall be issued in its name unless authorized by or under the authority of a resolution of the Board.  Such authorization may be general or confined to specific instances.

5.3          Checks, Drafts, etc.  All checks, drafts or other orders for the payment of money, and all notes or other evidences of indebtedness issued in the name of the Corporation, shall be signed by such officer or officers, agent or agents of the Corporation and in such manner as shall from time to time be determined by or under the authority of a resolution of the Board.

5.4          Deposits.  All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as may be selected by or under the authority of a resolution of the Board.

5.5          Voting of Securities Owned by the Corporation.  Subject always to the specific direction of the Board, (a) any shares or other securities issued by any other corporation and owned or controlled by this Corporation may be voted at any meeting of security holders of such other corporation by the president of this Corporation if the president is present, or in the president’s absence by any vice-president of this Corporation who may be present, and (b) whenever, in the judgment of the president, or in the president’s absence, of any vice-president, it is desirable for this Corporation to appoint a proxy or to execute written consent in respect to any shares or other securities issued by any other corporation and owned by this Corporation, such appointment or consent shall be executed in the name of this Corporation by the president or one of the vice-presidents of this Corporation, without necessity of any authorization by the Board, affixation of corporate seal or countersignature or attestation by another officer. Any person or persons designated in the manner above stated as the proxy or proxies of this Corporation shall have full right, power and authority to vote the shares or other securities issued by such other corporation and owned by this Corporation the same as such shares or other securities might be voted by this Corporation.

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ARTICLE VI
SHARES; CERTIFICATES FOR SHARES; TRANSFER OF SHARES

6.1          Shares May be Represented by Certificates.  Shares of the Corporation may, but need not be, represented by certificates.  Except as otherwise provided by law, the rights and obligations of shareholders are identical whether or not their shares are represented by certificates.

6.2          Certificates for Shares.  If shares of the Corporation are represented by certificates, such certificates shall be in a form, consistent with law, as shall be determined by the Board.  Such certificates shall state the name of the Corporation and that the Corporation is organized under the laws of the State and be signed by the president or a vice-president and by the secretary or an assistant secretary.  All certificates for shares shall be consecutively numbered or otherwise identified.  The name and address of the persons to whom the shares represented thereby are issued, with the number of shares and date of issue, shall be registered upon the stock transfer books of the Corporation.  All certificates surrendered to the Corporation for transfer shall be cancelled and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and cancelled, except as provided in Section 6.8 of these Amended and Restated Bylaws.

6.3          Facsimile Signatures and Seal on Certificates.  The signature of any officer upon a certificate may be a facsimile if the certificate is manually countersigned (a) by a transfer agent other than the Corporation or its employee, or (b) by a registrar other than the Corporation or its employee.  The seal of the Corporation on any certificate for shares may be a facsimile.

6.4          Signature by Former Officers.  If the person who signed (either manually or in facsimile) a share certificate no longer holds office when the certificate is issued, the certificate is nevertheless valid.

6.5          Transfer of Shares.  Prior to due presentment of a certificate for shares for registration of transfer, or prior to the registration of transfer of shares not represented by certificates, the Corporation may treat the registered owner of such shares as the person exclusively entitled to vote, to receive notifications and otherwise to exercise all the rights and powers of an owner.  Where a certificate for shares is presented to the Corporation with a request to register for transfer, the Corporation shall not be liable to the owner or any other persons suffering loss as a result of such registration of transfer if (a) there were on the certificate the necessary endorsements, and (b) the Corporation had no duty to inquire into adverse claims or has discharged any such duty.  The Corporation may require reasonable assurance that said endorsements are genuine and effective and in compliance with such other regulations as may be prescribed under the authority of the Board.  Similarly, the Corporation shall not be liable to the owner or any other persons suffering loss as a result of a registration of transfer of shares not represented by a certificate if evidence of such transfer is presented to the Corporation and the Corporation had no duty to inquire into adverse claims or has discharged any such duty.  The Corporation may make reasonable inquiries into the validity of any such transfer and may require reasonable assurance that such transfer is valid and is in compliance with any other regulations as may be prescribed under the authority of the Board.

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6.6          Restrictions on Transfer.  The face or reverse side of each certificate representing shares shall bear a conspicuous notation of any restriction imposed by the Corporation, or by an agreement between or among the Corporation and the shareholders, upon the transfer of such shares.  Shareholders holding shares not represented by certificates shall be informed of any such restrictions upon the transfer of their shares in accordance with Section 6.7.

6.7          Shares Without Certificates.  The Board may authorize the issuance without certificates of some or all shares of any or all of the Corporation’s classes or series of shares.  Such authorization shall not affect shares already represented by certificates until and unless they are surrendered to the Corporation.  The secretary shall, within a reasonable time following the issue or transfer of shares without certificates, provide to each new shareholder a written statement containing the name of the Corporation, stating that the Corporation is organized under the laws of the State, and setting forth the name of the person to whom the shares are issued, the number and class of shares, including the designation of the series, if any, of the shares issued to that person, the designations, relative rights, preferences and limitations applicable to each class, the variations and rights, preferences and limitations determined for each series, and the authority of the Board to determine variations for future series, and shall inform the shareholder, in a conspicuous statement, that the Corporation will furnish the shareholder a full statement of such information on request and without charge. If there are any restrictions on the transfer of such shares imposed by the Corporation or by an agreement between or among the Corporation and the shareholders, the existence of such restriction shall be noted conspicuously in that statement.

6.8          Lost, Destroyed or Stolen Certificates.  When the registered owner claims that its certificate for shares has been lost, destroyed, or wrongfully taken, a new certificate shall be issued in place thereof if the owner (a) so requests before the Corporation has notice that such shares have been acquired by a bona fide purchaser; (b) files with the Corporation an indemnity bond in such amount as is prescribed by the Board; and (c) satisfies such other reasonable requirements as the Board may prescribe.

6.9          Consideration for Shares.  The shares of the Corporation may be issued for such consideration as shall be fixed from time to time by the Board, provided that any shares having a par value shall not be issued for a consideration less than the par value thereof.  The Board may authorize shares to be issued for consideration consisting of any tangible or intangible property or benefit to the Corporation, including cash, promissory notes, services performed, promises to perform services evidenced by a written contract, or other securities of the Corporation.  When payment of the consideration for which shares are to be issued shall have been received by the Corporation, such shares shall be deemed fully paid and nonassessable by the Corporation.  No share, whether represented by a certificate or not, shall be issued, and no certificate for any share shall be issued, until such share is fully paid.  The Corporation may place in escrow shares issued for future services or benefits or a promissory note, or make other arrangements to restrict the transfer of the shares, and may credit distributions in respect of the shares against their purchase price, until the services are performed, the note is paid, or the benefits are received.  If the services are not performed, the note is not paid, or the benefits are not received, the Corporation may cancel, in whole or in part, the shares escrowed or restricted and the distributions credited.

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ARTICLE VII
SEAL

The Board shall provide a corporate seal which shall be circular in form and shall have inscribed thereon the name of the Corporation and the State and the words “Corporate Seal.”

ARTICLE VIII
AMENDMENTS

8.1          By Shareholders.  These Amended and Restated Bylaws may be altered, amended or repealed and new Bylaws may be adopted by action of the shareholders at a meeting of the shareholders duly called and noticed under the provisions of these Amended and Restated Bylaws.

8.2          By Directors.  Except as provided herein, these Amended and Restated Bylaws may also be altered, amended or repealed and new Bylaws may be adopted by action of the Board; provided that no bylaw adopted by the shareholders shall be amended or repealed by the Board if that bylaw so provides.

8.3          Implied Amendments.  Any action taken or authorized by the shareholders or by the Board, which would be inconsistent with the Bylaws then in effect but is taken or authorized by affirmative vote of not less than the number of shares or the number of directors required to amend the Bylaws so that the Bylaws would be consistent with such action, shall be given the same effect as though the Bylaws had been temporarily amended or suspended so far, but only so far, as is necessary to permit the specific action so taken or authorized.

ARTICLE IX
INDEMNIFICATION

9.1          Mandatory Indemnification.  The Corporation shall, to the fullest extent permitted by law, indemnify any person described in Section 9.2 against any liability (including but not limited to any obligation to pay a judgment, settlement, penalty, fine, or excise tax assessed with respect to an employee benefit plan), and any expense (including but not limited to counsel fees), and the Corporation shall advance to such person any reasonable expense, where such liability or expense is incurred by such person in connection with any proceeding. “Proceeding” for purposes of this Article IX shall include any threatened, pending or completed action, suit or proceeding of any nature, whether civil, criminal, administrative or investigative.  Such rights of indemnification and the advancement of expenses shall inure to the benefit of the heirs, executors, administrators and personal representatives of such a person and shall not be deemed exclusive of any other rights to indemnification against liabilities or the advancement of expenses to which a party may be entitled under any written agreement, Board resolution, vote of shareholders or law.  The Corporation shall take any affirmative action necessary to effect such indemnification or advancement of expenses under the requirements of applicable law, including, without limitation, the requirements of Section 607.0850, Florida Statutes.

9.2          Indemnities.  The mandatory indemnification provided for in Section 9.1 is available to any person who was or is a party or threatened to be made a party to any proceeding by reason of the fact that the person is or was a director, officer, employee, or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee,

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or agent of any other corporation or enterprise, with respect to liabilities and expenses arising from such proceeding.

9.3          Permissive Supplementary Benefits.  The Corporation may, but shall not be required to, supplement the rights of indemnification and advancement of expenses under this Article IX by (a) purchasing insurance on behalf of any one or more of such persons, whether or not the Corporation would be obligated to indemnify or advance expenses for such person under this Article IX, (b) entering into individual or group indemnification agreements with any one or more of such persons, and (c) advancing related expenses to such a person.

9.4          Amendment.  This Article IX may be amended or repealed only by action of the shareholders and not by action of the Board.

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EXHIBIT “A” (Revised)

Name and Address	Cash Contributed	Value and Type of Property Contributed	MembershipInterest		Status
CCSI Acquisition Corp. 6262 Sunset Drive Penthouse One Miami, Florida 33143	$1,000.00	$	100	%	Extinguished by Merger
IIC Holdings, Incorporated	As a consequence of the merger of CCSI Acquisition Corp. into IIC Holdings, Incorporated effective as of August 14, 2001		100	%	Contributed to Interval Holdings, Inc.
Interval Holdings, Inc.	Contribution by IIC Holdings, Incorporated as of August 14, 2001		100	%	Contributed to Interval International, Inc.
Interval International, Inc.	Contribution by Interval Holdings, Inc.		100	%

EX-3.89

Exhibit 3.89

ARTICLES OF ORGANIZATION FOR FLORIDA LIMITED LIABILITY COMPANY

ARTICLE I - Name:

The name of the Limited Liability Company is:

ILG MANAGEMENT, LLC

(Must end with the words “Limited Liability Company, “L.L.C.,” OR “LLC.”)

ARTICLE II - Address:

The mailing address and street address of the principal office of the Limited Liability Company is:

Principal Office Address:	Mailing Address:
6262 SUNSET DRIVE, PH	6262 SUNSET DRIVE, PH
MIAMI, FL 33143	MIAMI, FL 33143

ARTICLE III - Registered Agent, Registered Office, & Registered Agent’s Signature:

(The Limited Liability Company cannot serve as its own Registered Agent. You must designate an individual or another business entity with an active Florida registration.)

The name and the Florida street address of the registered agent are:

CORPORATE CREATIONS NETWORK INC.

Name

11380 PROSPERITY FARMS ROAD #221E

Florida street address (P.O. Box NOT acceptable)

PALM BEACH GARDENS, FL  33410

City, State, and Zip

Having been named as registered agent and to accept service of process for the above stated limited liability company at the place designated in this certificate, I hereby accept the appointment as registered agent and agree to act in this capacity. I further agree to comply with the provisions of all statutes relating to the proper and complete performance of my duties, and I am familiar with and accept the obligations of my position as registered agent as provided for in Chapter 608, F.S..

	/s/ Lauren Vadney
Registered Agent’s Signature (REQUIRED)

(CONTINUED)

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ARTICLE IV - Manager(s) or Managing Member(s):

The name and address of each Manager or Managing Member is as follows:

Title:	Name and Address:
“MGR” = Manager
“MGRM” = Managing Member
MGRM	MANAGEMENT ACQUISITION HOLDINGS, LLC
	6262 SUNSET DRIVE
	MIAMI, FL 33143
MGR	JEANETTE E. MARBERT
	6262 SUNSET DRIVE
	MIAMI, FL 33143
MGR	WILLIAM L. HARVEY
	6262 SUNSET DRIVE
	MIAMI, FL 33143
MGR	JOHN A. GALEA
	6262 SUNSET DRIVE
	MIAMI, FL 33143

(Use attachment if necessary)

ARTICLE V - Effective date, if other than the date of filing:                     . (OPTIONAL)

(If an effective date is listed, the date must be specific and cannot be more than five business days prior to or 90 days after the date of filing.)

REQUIRED SIGNATURE:

	/s/ William L. Harvey
Signature of a member or an authorized representative of a member.

(In accordance with section 608.408(3), Florida Statutes, the execution of this document constitutes an affirmation under the penalties of perjury that the facts stated herein are true. I am aware that any false information submitted in a document to the Department of State constitutes a third degree felony as provided for in s.817.155, F.S.)

WILLIAM L. HARVEY, MANAGER OF MANAGEMENT ACQUISITION HOLDINGS, LLC

Typed or printed name of signee

Filing Fees:

$125.00 Filing Fee for Articles of Organization and Designation

of Registered Agent

$  30.00 Certified Copy (Optional)

$    5.00 Certificate of Status (Optional)

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EX-3.90

Exhibit 3.90

OPERATING AGREEMENT

OF

ILG MANAGEMENT, LLC

THIS OPERATING AGREEMENT (the “Agreement”) is made and entered into as of November 6, 2012, by and between MANAGEMENT ACQUISITION HOLDINGS, LLC, a Delaware limited liability company, as the sole Member (the “Member”), and ILG MANAGEMENT, LLC (the “Company”).

1.Formation. The Member has formed a Florida limited liability company under the name “ILG Management, LLC” pursuant to the Florida Statutes Chapter 608 (the “Act”), effective upon the filing of the Articles of Organization (the “Articles”) for the Company. The Member shall be the sole Member. The entity shall be treated as a disregarded entity for federal income tax purposes as defined in Treasury Regulation Section 301.7701-3(b).

2.Principal Office and Place of Business. The principal office and place of business (the “Principal Office”) of the Company shall be such place as the Managers from time to time shall determine.

3.Agent for Service of Process. The agent for service of process for the Company shall be CORPORATE CREATIONS NETWORK INC., whose offices are located at 11380 Prosperity Farms Road, #221E, Palm Beach Gardens, Florida33410, or such other person or entity as the Managers shall appoint from time to time.

4.Purpose. The Company shall have the power to pursue any and all activities necessary, appropriate, proper, advisable, incidental to or convenient for the furtherance and accomplishment of such purposes as are determined from time to time by the Managers that are permissible under the Act.

5.Term.The term of the Company shall commence on the filing date of the Articles and shall continue until dissolved.

6.Capital Contributions. The Member may make capital contributions to the Company in such amounts and at such times as the Member shall determine in the Member’s sole discretion.

7.Distributions of Available Cash Flow. Distributions of available cash flow shall be made in such amounts and at such times as the Member shall determine in the Member’s sole discretion.

8.Managers.

(a)Management. Except as may otherwise be provided by the Act or by this Agreement, the property, affairs, and business of the Company shall be managed by or under the direction of the Managers, and the Member(s) shall have no right to act on behalf of or bind the Company. The Managers shall be responsible for policy setting and approving the overall

direction of the Company and day-to-day business and affairs of the Company. Unless otherwise expressly provided in this Agreement, the Managers will act by a majority of the Managers.

(b)Managers. The individuals listed in the attached Exhibit A shall be the Managers of the Company effective as of the date of this Agreement.

(c)Number and Tenure. There shall be such number of Managers, no fewer than one, as from time to time shall be appointed or otherwise fixed by the Member(s). Each Manager appointed shall hold office until his or her successor is appointed and qualified or until his or her earlier resignation or removal. Managers need not be members of the Company.

(d)Removal of Managers. Any Manager may be removed from office at any time, with or without cause, by the Member(s).

(e)Vacancies. If any vacancy shall occur among the Managers, the vacancy shall be filled by the Member(s). Each Manager chosen to fill a vacancy shall hold office until his or her successor is duly appointed and qualified.

(f)Resignation. Any Manager may resign at any time by gtvmg written notice to the Member(s) or all of the other Managers. Unless a later date is specified in such written notice, a resignation shall take effect upon delivery. shall not be necessary for a resignation to be accepted before it becomes effective.

(g)Action by Written Consent. Any action required or permitted to be taken by the Managers, either at a meeting or otherwise, may be taken without a meeting if the Managers, as the case may be, by the vote required for the relevant action in accordance with this Agreement, consent thereto in writing.

9.Officers. The Managers may appoint Officers, from time to time, with such other titles as the Managers may select, including the titles of Chairman, Chief Executive Officer, President, Vice President, Treasurer and Secretary, to act on behalf of the Company. An Officer shall have such power and authority as the Managers may delegate to any such person and need not be a Member of the Company.

10.Banking Resolution. The Managers shall open all banking accounts as the Managers deem necessary and enter into any deposit agreements as are required by the financial institution at which such accounts are opened. The Managers and such other persons or entities designated in writing by the Managers shall have signing authority with respect to such bank accounts. Funds deposited into such accounts shall be used only for the business of the Company.

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11.Indemnification of the Member and Managers. The Company and its successors shall indemnify, defend and hold harmless the Member, each Manager and any and all of the Member’s Affiliates (each, an “Indemnitee”), to the extent of the Company’s assets, for, from and against any liability, damage, cost, expense, loss, claim or judgment incurred by the Indemnitee arising out of any claim based upon acts performed or omitted to be performed by the Indemnitee in connection with the business of the Company, including without limitation, attorneys’ fees and costs incurred by the Indemnitee in settlement or defense of such claims. Notwithstanding the foregoing, no Indemnitee shall be so indemnified, defended or held harmless for claims based upon acts or omissions in breach of this Agreement or which constitute fraud, gross negligence, or willful misconduct. Amounts incurred by an Indemnitee in connection with any action or suit arising out of or in connection with Company affairs shall be reimbursed by the Company. “Affiliate” means a person or entity who, with respect to the Member: (a) directly or indirectly controls, is controlled by or is under common control with the Member; (b) owns or controls 10 percent or more of the outstanding voting securities of the Member; (c) is an officer, director, shareholder, partner or member of the Member; or (d) if the Member is an officer, director, shareholder, partner or member of any entity, the entity for which the Member acts in any such capacity:

12.Liability. No Indemnitee shall be personally liable, responsible, accountable in damages or otherwise to the Company for any act or omission performed or omitted by such Indemnitee in connection with the Company or its business. The Member’s liability for the debts and obligations of the Company shall be limited as set forth in the Act and other applicable law.

13.Reimbursable Expenses. The Company will reimburse the Managers and Member for all actual out-of-pocket third-party expenses incurred in connection with the carrying out of the duties set forth in this Agreement.

14.Records. The Managers shall keep or cause to be kept at the Principal Office of the Company the following: (a) a written record of the full name and business, residence or mailing address of the Member; (b) a copy of the initial Articles of Organization and all amendments thereto; (c) copies of all written operating agreements and all amendments to such agreements, including any prior written operating agreements no longer in effect; (d) copies of any written and signed promises by the Member to make capital contributions to the Company; (e) copies of the Company’s federal, state and local income tax returns and reports, if any, for the three most recent years; (f) copies of any prepared financial statements of the Company for the three most recent years; and (g) minutes of every meeting as well as any written consents or actions taken without a meeting.

15.Dissolution. The Company shall be dissolved upon the election of the Member. A withdrawal event with respect to the Member shall not dissolve the Company, unless any assignees of the Member’s interest do not elect to continue the Company and admit a member within 90 days of such withdrawal event.

16.Filing Upon Dissolution. As soon as possible following the dissolution of the Company, the Managers shall execute and file all notices and other documents required under the Act and any other applicable law.

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17.Liquidation. Upon dissolution of the Company, it shall be wound up and liquidated as rapidly as business circumstances pennit, the Member shall act as the liquidating trustee, and the assets of the Company shall be liquidated and the proceeds thereof shall be paid (to the extent permitted by applicable law) in the following order: (a) first, to creditors, including the Member if the Member is a creditor, in the order and priority required by applicable law; (b) second, to a reserve for contingent liabilities to be distributed at the time and in the manner as the liquidating trustee determines in its sole discretion; and (c) third, to the Member.

18.Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the state of Florida, without regard to its conflicts of laws principles that would require another jurisdiction.

19.Severability. If any provision of this Agreement shall be conclusively determined by a court of competent jurisdiction to be invalid or unenforceable to any extent, the remainder of this Agreement shall not be affected thereby.

20.Binding Effect. Except as otherwise provided herein, this Agreement shall inure to benefit of and be binding upon the Member and its successors and assigns.

21.Titles and Captions. All article, section and paragraph titles and captions contained in this Agreement are for convenience only and are not a part of the context hereof.

22.Pronouns and Plurals. All pronouns and any variations thereof are deemed to refer to the masculine, feminine, neuter, singular or plural as the identity of the appropriate person may requue.

23.No Third Party Rights. This Agreement is intended to create enforceable rights between the parties hereto only, and, except as expressly provided herein, creates no rights in, or obligations to, any other persons.

24.Amendments. This Agreement may not be amended except by a written document executed by the Member and the Company.

[The Remainder of This Page Intentionally Left Blank]

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IN WITNESS WHEREOF, the parties have executed this Agreement effective as of the day and year first above written.

MEMBER:		COMPANY:
MANAGEMENT ACQUISITION HOLDINGS, LLC		ILG MANAGEMENT, LLC
By:	/s/ Jeanette E. Marbert	By:	/s/ John A. Galea
	Jeanette E. Marbert		John A. Galea
	Its Manager		Its Manager

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Exhibit A

Initial Managers:

Jeanette E. Marbert, 6262 Sunset Drive, Miami, FL 33143

William L. Harvey, 6262 Sunset Drive, Miami, FL 33143

John A. Galea, 6262 Sunset Drive, Miami, FL 33143

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EX-3.94

Exhibit 3.94

AMENDED AND RESTATED BYLAWS

OF

INTERVAL INTERNATIONAL, INC.
(a Florida corporation)

ARTICLE I
OFFICES

1.1.Principal Office and Other Offices.  The principal office of INTERVAL INTERNATIONAL, INC. (the “Corporation”) shall be located at 6262 Sunset Drive, Miami, Florida 33143 or such place within or outside the State of Florida (the “State”) as the Board of Directors (the “Board”) may from time to time designate.  The Corporation may have other offices for the transaction of the affairs of the Corporation located at such other places both within and without the State as the Board may from time to time designate or as the business of the Corporation may require.

1.2.Registered Office and Agent.  The Corporation shall have and continuously maintain in the State a registered office and have a registered agent, as required by law.  Such office may, but need not, be identical with the principal office of the Corporation in the State of Florida.  The Corporation may from time to time change its registered office or its registered agent, or both, by a resolution of the Board that adopts the change and/or authorizes the president or any vice-president to execute and submit for filing with the Department of State a statement of change setting forth the information required by law.  Any new registered agent designated by such statement shall acknowledge in writing such statement, and any new or successor registered agent shall simultaneously file with the Department of State a written statement, in the form and manner prescribed by law, accepting the appointment and stating the registered agent’s familiarity with and acceptance of the obligations provided for under the laws of the State.

ARTICLE II
SHAREHOLDERS

2.1.Annual Meetings.  The annual meeting of shareholders for the purpose of electing directors and for the transaction of such other matters as may properly come before the meeting shall be held during the month of April each year or at such other time and date as may be fixed by or under the authority of the Board; provided, the annual meeting of the shareholders for any year shall be held no later than thirteen (13) months after the last annual meeting of the shareholders. However, failure to hold a timely annual meeting shall in no way affect the terms of officers or directors of the Corporation or the validity of actions of the Corporation.

2.2.Special Meeting.  Special meetings of the shareholders, for any purpose or purposes, unless otherwise prescribed by statute, may be called by the president or the Board or by the person designated in one or more written request(s) of the holders of not less than ten percent (10%) of all the votes entitled to be cast on any issue proposed to be considered at such special meeting, which requests must be delivered to the Corporation’s secretary describing the purpose or purposes for which such meeting is to be held.

2.3.Place of Meeting.  The Board may designate any place, either within or without the State, as the place of meeting for any annual meeting or for any special meeting called by the Board.  A waiver of notice signed by all shareholders entitled to vote at a meeting may designate any place either within or without the State as the place for the holding of such meeting.  If no designation is made for the place of meeting, or if the meeting is otherwise called, then the place of meeting shall be the principal business office of the Corporation within the State or such other suitable place in the county of such principal office as may be designated by the person calling such meeting, but any meeting may be adjourned to reconvene at any place designated by vote of a majority of the shares represented thereat.

2.4.Notice of Meeting.  A written notice of each shareholders’ meeting stating the place, day, and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered either personally or by first-class mail to each shareholder of record entitled to vote at such meeting not less than ten (10) or more than sixty (60) days before the date of the meeting. Notice shall be given by or at the direction of the president, the secretary, or the officer or persons calling the meeting.  If notice is by mail, such notice shall be deemed to have been delivered when deposited with postage prepaid thereon in the United States mail, addressed to the shareholder at the address of the shareholder as it appears on the stock transfer books of the Corporation.

2.5.Waiver of Notice.  A written waiver of notice signed by a shareholder who was entitled to notice of a meeting of the shareholders, whether the waiver is given before or after the time required for the notice, shall be equivalent to the giving of such notice provided such written waiver is delivered to the Corporation for inclusion in the minutes or filing with the corporate records.  A shareholder’s attendance at a meeting shall constitute a waiver of notice of such meeting unless the shareholder at the beginning of the meeting objects to holding the meeting or transacting business at the meeting.  Further, in the case of a special meeting, a shareholder’s attendance shall constitute a waiver of objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the shareholder objects to considering the matter when it is presented.

2.6.Adjournment.  Any meeting of the shareholders may be adjourned to another time or place by a majority vote of the shares entitled to vote and which are represented at the meeting. When all of the shares entitled to vote are represented in person or by proxy at a meeting, and such meeting is adjourned to another time or place, it shall not be necessary to give any notice of the adjourned meeting, if the time and the place to which the meeting is adjourned are announced at the meeting at which the adjournment is taken.  Any business may be transacted at such adjourned meeting that might have been transacted at the original meeting.  If all of the shares entitled to vote are not represented at the meeting at which adjournment is taken, then notice of the adjourned meeting shall be given to each shareholder of record in the manner prescribed by Section 2.4.  In all cases, however, if, after the adjournment, the Board fixes a new record date for the adjourned meeting, then notice of the adjourned meeting shall be given as provided in this Article II to each shareholder of record under the new record date who is entitled to vote at the adjourned meeting.

2.7.Fixing of Record Date.  For the purpose of determining the shareholders who are entitled to receive notice of or to vote at any shareholders’ meeting or any adjournment thereof,

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to express consent to corporate action in writing without a meeting, or to receive payment of any dividend or other distribution or allotment of any rights, and pursuant to any other purpose requiring a determination of shareholders, the Board may fix, in advance, a record date for any such determination of shareholders. Such record date shall not be more than seventy (70) days before the date on which the particular action requiring such determination of shareholders is to be taken.  If no such record date is fixed, then the date on which notice of a shareholders’ meeting is delivered or the date on which the Board adopts a resolution declaring a dividend, as the case may be, shall be the record date for such determination of shareholders.  In the case of an adjourned meeting, the record date for the original meeting shall apply to the adjournment thereof, unless the Board fixes a new record date in accordance with these Amended and Restated Bylaws; provided, however, that the Board shall be required to fix a new record date for such adjourned meeting if the adjournment is to a date more than one hundred twenty (120) days after the date fixed for the original meeting.

2.8.Record of Shareholders Having Voting Rights.  After fixing a record date for a shareholders’ meeting, the secretary of the Corporation shall, at least ten (10) days before such meeting, prepare a complete, alphabetical list of the shareholders entitled to notice of such meeting, arranged by the voting groups of the shareholders entitled to vote on the matters to come before the meeting, with the address of, and the number, class and series, if any, of shares held by each.  For a period of ten (10) days prior to the meeting, or such shorter time as exists between the record date and the meeting and continuing through the meeting, the shareholders list shall be made available for inspection at the Corporation’s principal office, at a place identified in the meeting notice in the city where the meeting will be held, or at the office of the Corporation’s transfer agent or registrar, and such list shall be subject to inspection upon written demand by any shareholder or the shareholder’s agent or attorney, at the shareholder’s expense, at any time during usual business hours during the period it is available for inspection.  Such list shall also be available at the meeting, and any shareholder or the shareholder’s agent or attorney is entitled to inspect the list at any time during the meeting or any adjournment thereof. If the requirements of this Section 2.8 have not been substantially complied with, then upon the demand, in person or by proxy, of any shareholder who failed to get access to such list, the meeting shall be adjourned until the requirements of this Section are complied with; provided, however, that any failure to comply with the requirements of this Section shall not affect the validity of any action taken at such meeting. A shareholder may not sell or otherwise distribute any information or records inspected under this Section, except to the extent permitted by law.

2.9.Shareholder Quorum and Voting.  A majority of the shares entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of the shareholders.  If a quorum exists, action on a matter, other than the election of directors, is approved if the votes cast by the holders of the shares represented at the meeting and entitled to vote on the subject matter favoring the action exceed the votes cast opposing the action, unless the vote of a greater number is required by law, the Articles of Incorporation, or these Amended and Restated Bylaws.  After a quorum has been established at a shareholders’ meeting, the subsequent withdrawal of shareholders, which reduces the number of shares entitled to vote below the number required for a quorum, shall not affect the validity of any action taken at the meeting or any adjournment thereof.  Where a quorum is not present, the holders of a majority of the shares represented and who would be entitled to vote at the meeting if a quorum were present may adjourn such meeting.

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2.10.Conduct of Meeting.  The president, and in the president’s absence, a vice-president in the order provided under Section 4.6, and in their absence, any person chosen by the shareholders present, shall call the meeting of the shareholders to order and shall act as chairman of the meeting, and the secretary of the Corporation shall act as secretary of all meetings of the shareholders, but, in the absence of the secretary, the person acting as chairman of the meeting may appoint any other person to act as secretary of the meeting.

2.11.Proxies.  Every shareholder entitled to vote at a shareholders’ meeting, or entitled to express consent or dissent without a meeting, or the duly authorized attorney-in-fact of such shareholder, may authorize another person or other persons to act as the shareholder’s proxy.  A shareholder may appoint a proxy to vote or otherwise act for the shareholder by signing an appointment form, either personally or by the shareholder’s attorney-in-fact.  Any executed appointment form appearing to have been transmitted by such person, electronically or otherwise, shall be a sufficient appointment form. An appointment of a proxy is effective when received by the secretary or other officer or agent authorized to tabulate votes, and unless otherwise stated in the appointment form, the appointment of a proxy shall be valid only for a period of eleven (11) months.  Every appointment of a proxy shall be revocable at the pleasure of the shareholder who executed it, except as otherwise provided by law.

The authority of a proxy to act shall not be revoked by the death or incapacity of the shareholder who executed the appointment, unless, before the authority is exercised under the appointment, notice of such death or incapacity is received by the secretary of the Corporation or other agent of the Corporation authorized to tabulate votes.

Any proxy may appoint, in writing, a substitute to act in the proxy’s place, if the appointment of the proxy expressly provides for such substitution.  If an appointment confers proxy authority upon more than one person, and if the appointment does not otherwise provide, a majority of the authorized persons, or, if only one is present, then that one, may exercise all the powers conferred by the appointment; provided, however, if the proxies present at the meeting are equally divided as to the right and manner of voting, then the voting of such shares shall be prorated.

2.12.Voting of Shares.  Subject to the provisions of this Article II of these Amended and Restated Bylaws, the Articles of Incorporation, and the laws of the State, each outstanding share shall be entitled to one vote on each matter submitted to a vote at a meeting of the shareholders.

2.13.Action Without Meeting.  Any action of the shareholders required or permitted to be taken at an annual or special meeting of the shareholders may be taken without a meeting, without prior notice, and without a vote, if one or more written consents setting forth the action so taken is or are dated and signed by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted, provided such consent or consents are delivered to the Corporation at its principal office in the State, to the Corporation’s principal place of business, or to the secretary, within sixty (60) days of the date of the earliest dated consent delivered in such manner.  Any written consent may be revoked prior to the date the Corporation receives the required number of consents to authorize the proposed action,

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provided that such revocation must be in writing and shall not be effective until received by the Corporation in the manner set forth above. Within ten (10) days after obtaining such authorization by written consent, the Corporation shall give notice to the shareholders who have not consented in writing or who were not entitled to vote on the action taken in the consent.  Such notice shall fairly summarize the material features of the authorized action and, if the action is one for which dissenters’ rights are provided by applicable corporate laws of the State, such notice shall contain a clear statement of the right of shareholders dissenting from the action to be paid the fair value of their shares upon compliance with applicable provisions of the laws of the State.  Whenever action is taken pursuant to this Section 2.13, the written consent of the shareholders consenting thereto or the written reports of inspectors appointed to tabulate such consents shall be filed with the minutes of proceedings of shareholders. Any certificate that is required by law to be filed as a result of an action of the shareholders taken under this Section 2.13 shall state that written consent for such action was given in accordance with the laws of the State.

ARTICLE III
BOARD OF DIRECTORS

3.1.General Powers and Number.  The business and affairs of the Corporation shall be managed by the Board subject to any limitations set forth under the laws of the State, the Articles of Incorporation, and these Amended and Restated Bylaws concerning corporate action that must be authorized or approved by the shareholders. The number of directors of the Corporation shall be three (3) initially. The number of directors may be increased or decreased from time to time by resolution of the directors, but shall never be less than one (1) nor more than seven (7).

3.2.Election of Directors.  Directors shall be elected at the annual meeting of shareholders by a plurality of the votes cast by the shares entitled to vote in the election where each shareholder who is entitled to vote at an election of directors has the right to vote the number of shares owned by the shareholder for as many persons as there are directors to be elected and for whose election the shareholder has a right to vote.  Shareholders do not have a right to cumulate their votes for directors.

3.3.Tenure and Qualifications.  Each director shall hold office (a) until the next annual meeting of the shareholders and until a successor shall have been elected, (b) until the director’s prior death, resignation or removal, or (c) until there is a decrease in the number of directors which takes effect after the expiration of his or her term.  Directors shall be eighteen (18) years of age or older but need not be residents of the State or shareholders of the Corporation.

3.4.Resignation and Removal.  A director may resign at any time by delivering a written notice of resignation to the Board or its chairman (if any) or to the secretary of the Corporation.  A director’s resignation is effective when the notice is delivered unless the notice specifies a later effective date.  Directors may be removed, with or without cause, at a shareholders’ meeting called with notice of that purpose, by a vote of the holders of the shares then entitled to vote to elect that director provided the number of votes cast to remove the director exceeds the number of votes cast not to remove the director.

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3.5.Vacancies.  Any vacancy occurring in the Board, including any vacancy created by reason of an increase in the number of directors, may be filled by the affirmative vote of a majority of the remaining directors, though the remaining directors constitute less than a quorum of the Board; provided, however, if a vacancy is created by removal of a director by action of the shareholders, then the shareholders shall have the right to fill such vacancy at the same meeting or any adjournment thereof.

3.6.Regular Meetings.  A regular meeting of the Board shall be held without notice other than this Section 3.6 immediately after the annual meeting of shareholders, and each adjourned session thereof.  The place of such regular meeting shall be the same as the place of the meeting of shareholders which precedes it, or such other suitable place as may be announced at such meeting of shareholders.  The Board may provide, by resolution, the time and place, either within or without the State, for the holding of additional regular meetings without notice other than such resolution.

3.7.Special Meetings.  Special meetings of the Board may be called by or at the request of the president, secretary, or any director.  The president or secretary calling any special meeting of the Board may fix any place, either within or without the State, as the place for holding any special meeting of the Board called by either of them, and if no other place is fixed the place of the meeting shall be the principal business office of the Corporation in the State.

3.8.Notice; Waiver.  Except to the extent provided in Section 3.6 of these Amended and Restated Bylaws, notice of each meeting of the Board shall be given to each director (a) by personal delivery, facsimile, or electronic mail transmission not less than forty-eight (48) hours before the meeting or (b) by first-class mail, addressed to the business address or such other address as the director shall have designated in a writing filed with the secretary, and mailed not less than five (5) business days before the meeting.  If mailed, such notice shall be deemed to be delivered when deposited in the United States mail with postage prepaid and properly addressed.  If sent by facsimile, or electronic mail transmission, such notice shall be deemed to be delivered when transmitted to the director at a facsimile number or email address furnished by the director to the Corporation and as shown in the Corporation’s records.  However, any notice to any director required under these Amended and Restated Bylaws or under any provision of law may be waived if such director signs a waiver of notice at any time, either before or after the time of the meeting.  If a director has not been given notice as required under these Amended and Restated Bylaws or under provisions of law, but the director attends the meeting, the director’s attendance shall constitute a waiver of notice of such meeting and a waiver of all objections to the time and place of the meeting and the manner in which it was called or convened, except, when a director states, at the beginning of such meeting, or promptly upon arrival at the meeting, any objection to the transaction of business because the meeting was not lawfully called or convened.  Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board need be specified in either the notice of, or a waiver of notice of, any regular or special meeting.

3.9.Attendance via Telephone Conference Call.  Except to the extent otherwise provided by the laws of the State, any meeting of the Board may be attended by any or all of the directors by means of a conference telephone (or similar communications equipment) through the use of which all directors participating in the meeting can hear each other at the same time.

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Such attendance by any or all directors shall constitute presence by each such director in person at such meeting and such meeting shall constitute a valid meeting of the Board for all purposes of the laws of the State and these Amended and Restated Bylaws.  Any action taken by the Board at such meeting shall constitute a valid action of the Board for all purposes of the laws of the State and these Amended and Restated Bylaws.

3.10.Quorum and Voting.  Except as otherwise provided by law, the Articles of Incorporation, or these Amended and Restated Bylaws, a majority of the number of directors fixed in Section 3.1 of these Amended and Restated Bylaws shall constitute a quorum for the transaction of business at any meeting of the Board.  The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board if a quorum is present when the vote is taken, unless the act of a greater number is required by law, the Articles of Incorporation, or these Amended and Restated Bylaws.

3.11.Presiding Officer.  The Board may elect from among its members a chairman of the Board, who shall preside at meetings of the board.  The chairman, and if there be none, or in his or her absence, the president, and in his or her absence, a vice president in the order provided under the Section 4.6, and in their absence, any director chosen by the directors present, shall call meetings of the Board to order and shall act as presiding officer of the meeting.

3.12.Minutes.  The secretary of the corporation shall act as secretary of all meetings of the Board but in the absence of the secretary, the presiding officer may appoint any other person present to act as secretary of the meeting.  Minutes of any regular or special meeting of the Board shall be prepared and distributed to each director.

3.13.Adjournment.  A majority of the directors present, whether or not a quorum exists, may adjourn any meeting of the Board to another time and place.  Notice of the adjourned meeting shall be given to each director in accordance with Section 3.8 of these Amended and Restated Bylaws, unless all of the directors of the full Board are present at the time of adjournment and the time and place of the adjourned meeting are announced at the time of the adjournment.

3.14.Committees.  The Board, by resolution adopted by a majority of the full Board, may designate from among its members an executive committee and other committees.  Each such committee shall consist of two (2) or more of the directors who shall serve on the committee at the pleasure of the Board, and, to the extent provided in such resolution, shall have and may exercise all the authority of the Board, except that no committee shall have authority to:

(a)Approve or recommend to the shareholders actions or proposals required by the Florida Business Corporation Act to be approved by the shareholders;

(b)Fill vacancies in the Board or any committee thereof;

(c)Amend or repeal these Amended and Restated Bylaws;

(d)Authorize or approve the reacquisition of shares unless pursuant to a general formula or method specified by the Board; or

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(e)Authorize or approve the issuance, sale or contract for the sale of shares, or determine the designation and relative rights, preferences, and limitations of voting groups of shares entitled to vote and be counted together collectively on certain matters, except that the Board may authorize a committee to do so within limits specifically prescribed by the Board.

The Board, by resolution of the majority of the full Board, may designate one or more directors as alternate members of a committee, who may act in the place and stead of any absent member or members at any meeting of such committee.  Any committee established under this Section 3.12 may fix its own rules for the conduct of its activities and shall make such reports of its activities to the Board as the Board may request.

3.15.Action by Directors Without Meeting.  Any action required or permitted to be taken at a meeting of the Board (or a committee thereof) may be taken without a meeting if all of the directors (or members of the committee) sign one or more written consents describing the action so to be taken and such consent or consents is or are filed in the minutes of the proceedings of the Board (or committee).  Such action by consent shall have the same effect as a unanimous vote at a duly called and noticed meeting of the Board (or committee), and may be described as such in any document.  Action taken under this Section 3.15 is effective when the last director signs a consent describing the action, unless the directors’ consents specify a different effective date.

3.16.Presumption of Assent.  A director who is present at a meeting of the Board, or a committee thereof of which the director is a member, at which action on any corporate matter is taken, shall be deemed to have assented to the action taken unless the director votes against such action, abstains from voting on the action, or objects at the beginning of the meeting (or promptly upon the director’s arrival) to the holding of the meeting or to the transaction of specified business at the meeting.

3.17.Compensation.  The Board, irrespective of any personal interest of any of its members, may establish reasonable compensation to be paid to each director for such director’s services to the Corporation as director, officer or otherwise, or the Board may delegate such authority to an appropriate committee. The Board also shall have authority to provide for, or to delegate authority to an appropriate committee to provide for, reasonable pensions, disability or death benefits, and other benefits or payments to directors, officers and employees and to their estates, families, dependents, or beneficiaries on account of prior services rendered by such director, officers and employees of the Corporation.  Each director shall be reimbursed for the necessary expenses in connection with attending meetings of the Board or any committee thereof.

ARTICLE IV
OFFICERS

4.1.Number.  The Corporation shall have a president, such number of vice-presidents as may be chosen by the Board (which number may be zero), a secretary, a treasurer and such other officers and agents as the Board may, from time to time, determine necessary, each of whom shall be chosen by the Board. Any number of offices may be held by the same person.

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4.2.Appointment and Term of Office.  The officers of the Corporation to be chosen by the Board shall be appointed at each annual meeting of the Board.  The Board may, from time to time, appoint, or may authorize a duly appointed officer to appoint, such additional officers, assistant officers and agents as the Board may deem necessary.  Each officer shall hold office until a successor shall have been duly chosen or until the officer’s prior death, resignation or removal. The appointment of an officer does not of itself create contract rights.

4.3.Resignation and Removal.  An officer may resign at any time by delivering notice to the secretary of the Corporation.  A resignation is effective when the notice is delivered unless the notice specifies a later effective date.  If a resignation is made effective at a later date and the Board accepts the future effective date, the Board may fill the pending vacancy before the effective date if the Board provides that the successor does not take office until the effective date.  Any officer or agent may be removed by the Board at any time, with or without cause.  Any officer or assistant officer, if appointed by another officer, may likewise be removed by such officer.

4.4.Vacancies.  A vacancy in any office because of death, resignation, removal, disqualification, or otherwise, shall be filled by the Board for the unexpired portion of the term.

4.5.President.  The president shall be the chief executive officer of the Corporation and, subject to the control of the Board, shall in general supervise and control all of the business and affairs of the Corporation and perform such other duties as may be prescribed by the Board from time to time.  The president shall, when present, preside at all meetings of shareholders and the Board, and shall generally do and perform all acts incident to the office of president, or which are authorized or required by law.  The president also shall have authority, subject to such conditions as may be prescribed by the Board, to appoint such agents and employees of the Corporation as the president shall deem necessary, to prescribe their powers, duties and compensation, and to delegate authority to them.  Such agents and employees shall hold office at the discretion of the president. The president may sign with the secretary (or with any other proper officer of the Corporation thereunto authorized by the Board) certificates for shares of the Corporation and any deeds, mortgages, bonds, contracts, or other instruments which the Board has authorized to be executed, except when the signing and execution thereof shall be expressly delegated by the Board or by these Amended and Restated Bylaws to some other officer or agent of the Corporation, or shall be required by law to be otherwise signed or executed.

4.6.Vice-Presidents.  In the absence of the president or in the event of the president’s death, inability or refusal to act, or in the event for any reason it shall be impracticable for the president to act personally, the vice-president (or, in the event there is more than one vice-president, the vice-presidents in the order designated by the Board, or in the absence of designation, then in the order of their appointment), shall perform the duties of the president, and when so acting, shall have all the powers of and be subject to all the restrictions on the president.  Any vice-president may sign, with the secretary or any assistant secretary, certificates for shares of the Corporation, and shall perform such other duties and have such authority as from time to time may be delegated or assigned to the vice-president by the president or by the Board.  The execution of any instrument of the Corporation by any vice-president shall be conclusive evidence, as to third parties, of the vice-president’s authority to act in the stead of the president.

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4.7.Secretary.  The secretary shall (a) prepare the minutes of the meetings of the shareholders, of the Board and of committees of the Board in one or more books provided for such purpose; (b) see that all notices are duly given in accordance with the provisions of these Amended and Restated Bylaws or as required by law; (c) be custodian of the records and seal of the Corporation, (d) see that the seal of the Corporation is affixed to all documents the execution of which on behalf of the Corporation under its seal is duly authorized; (e) be responsible for the authentication of the Corporation’s records; (f) keep or arrange for the keeping of a register of the post office address of each shareholder furnished to the secretary; (g) sign with the president, or a vice-president, certificates for shares of the Corporation, the issuance of which have been authorized by resolution of the Board; (h) have general charge of the stock transfer books of the Corporation; and (i) in general perform all duties incident to the office of secretary and have such other duties and exercise such authority as from time to time may be delegated or assigned to the secretary by the president or by the Board.

4.8.Treasurer.  The treasurer shall (a) have charge and custody of and be responsible for all funds and securities of the Corporation; (b) maintain accurate and appropriate accounting records; (c) receive and give receipts for monies due and payable to the Corporation from any source whatsoever, and deposit all such monies in the name of the Corporation in such banks, trust companies or other depositories as shall be selected by or under the authority of a resolution of the Board; and (d) in general perform all the duties incident to the office of treasurer and have such other duties and exercise such other authority as from time to time may be delegated or assigned to the treasurer by the president or by the Board.  If required by the Board, the treasurer shall give a bond for the faithful discharge of the treasurer’s duties in such sum and with such surety or sureties as the Board shall determine.

4.9.Assistant Secretaries and Assistant Treasurers.  There shall be such number of assistant secretaries and assistant treasurers as the Board may from time to time authorize.  Such assistant secretaries and assistant treasurers may be appointed by the Board or, with the authorization of the Board, by a duly appointed officer.  The assistant secretaries may sign with the president or a vice-president certificates for shares of the Corporation the issuance of which have been authorized by a resolution of the Board.  The assistant treasurers shall respectively, if required by the Board, give bonds for the faithful discharge of their duties in such sums and with such sureties as the Board shall determine.  The assistant secretaries and assistant treasurers, in general, shall perform such duties and have such authority as shall from time to time be delegated or assigned to them by the secretary or the treasurer, respectively, or by the president or the Board.

4.10.Other Assistants and Acting Officers.  The Board, or an officer with the authorization of the Board, shall have the power to appoint any person to act as assistant to any officer, or as agent for the Corporation in the officer’s stead, or to perform the duties of such officer whenever, for any reason, it is impracticable for such officer to act personally, and such assistant or acting officer or other agent so appointed by the Board shall have the power to perform all the duties of the office to which he or she is so appointed to act, except as such power may be otherwise defined or restricted by the Board.

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4.11.Salaries.  The salaries of the principal officers shall be fixed from time to time by the Board or by a duly authorized committee thereof, and no officer shall be prevented from receiving such salary by reason of the fact that the officer is also a director of the Corporation.

ARTICLE V
CONTRACTS, LOANS, CHECKS AND DEPOSITS; SPECIAL CORPORATE ACTS

5.1.Contracts.  The Board may authorize any officer or officers, agent or agents, to enter into any contract or execute or deliver any instrument in the name of and on behalf of the Corporation, and such authorization may be general or confined to specific instances.  In the absence of other designation, all deeds, mortgages and instruments of assignment or pledge made by the Corporation shall be executed in the name of the Corporation by the president or the vice-president and by the secretary, an assistant secretary, the treasurer or an assistant treasurer; the secretary or an assistant secretary, when necessary or required, shall affix the corporate seal thereto; and when so executed no other party to such instrument or any third party shall be required to make any inquiry into the authority of the signing officer or officers.

5.2.Loans.  No indebtedness for borrowed money shall be contracted on behalf of the Corporation and no evidences of such indebtedness shall be issued in its name unless authorized by or under the authority of a resolution of the Board.  Such authorization may be general or confined to specific instances.

5.3.Checks, Drafts, etc.  All checks, drafts or other orders for the payment of money, and all notes or other evidences of indebtedness issued in the name of the Corporation, shall be signed by such officer or officers, agent or agents of the Corporation and in such manner as shall from time to time be determined by or under the authority of a resolution of the Board.

5.4.Deposits.  All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as may be selected by or under the authority of a resolution of the Board.

5.5.Voting of Securities Owned by the Corporation.  Subject always to the specific direction of the Board, (a) any shares or other securities issued by any other corporation and owned or controlled by this Corporation may be voted at any meeting of security holders of such other corporation by the president of this Corporation if the president is present, or in the president’s absence by any vice-president of this Corporation who may be present, and (b) whenever, in the judgment of the president, or in the president’s absence, of any vice-president, it is desirable for this Corporation to appoint a proxy or to execute written consent in respect to any shares or other securities issued by any other corporation and owned by this Corporation, such appointment or consent shall be executed in the name of this Corporation by the president or one of the vice-presidents of this Corporation, without necessity of any authorization by the Board, affixation of corporate seal or countersignature or attestation by another officer.  Any person or persons designated in the manner above stated as the proxy or proxies of this Corporation shall have full right, power and authority to vote the shares or other securities issued by such other corporation and owned by this Corporation the same as such shares or other securities might be voted by this Corporation.

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ARTICLE VI
SHARES; CERTIFICATES FOR SHARES; TRANSFER OF SHARES

6.1.Shares May be Represented by Certificates.  Shares of the Corporation may, but need not be, represented by certificates.  Except as otherwise provided by law, the rights and obligations of shareholders are identical whether or not their shares are represented by certificates.

6.2.Certificates for Shares.  If shares of the Corporation are represented by certificates, such certificates shall be in a form, consistent with law, as shall be determined by the Board.  Such certificates shall state the name of the Corporation and that the Corporation is organized under the laws of the State and be signed by the president or a vice-president and by the secretary or an assistant secretary.  All certificates for shares shall be consecutively numbered or otherwise identified. The name and address of the persons to whom the shares represented thereby are issued, with the number of shares and date of issue, shall be registered upon the stock transfer books of the Corporation. All certificates surrendered to the Corporation for transfer shall be cancelled and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and cancelled, except as provided in Section 6.8 of these Amended and Restated Bylaws.

6.3.Facsimile Signatures and Seal on Certificates.  The signature of any officer upon a certificate may be a facsimile if the certificate is manually countersigned (a) by a transfer agent other than the Corporation or its employee, or (b) by a registrar other than the Corporation or its employee.  The seal of the Corporation on any certificate for shares may be a facsimile.

6.4.Signature by Former Officers.  If the person who signed (either manually or in facsimile) a share certificate no longer holds office when the certificate is issued, the certificate is nevertheless valid.

6.5.Transfer of Shares.  Prior to due presentment of a certificate for shares for registration of transfer, or prior to the registration of transfer of shares not represented by certificates, the Corporation may treat the registered owner of such shares as the person exclusively entitled to vote, to receive notifications and otherwise to exercise all the rights and powers of an owner.  Where a certificate for shares is presented to the Corporation with a request to register for transfer, the Corporation shall not be liable to the owner or any other persons suffering loss as a result of such registration of transfer if (a) there were on the certificate the necessary endorsements, and (b) the Corporation had no duty to inquire into adverse claims or has discharged any such duty.  The Corporation may require reasonable assurance that said endorsements are genuine and effective and in compliance with such other regulations as may be prescribed under the authority of the Board.  Similarly, the Corporation shall not be liable to the owner or any other persons suffering loss as a result of a registration of transfer of shares not represented by a certificate if evidence of such transfer is presented to the Corporation and the Corporation had no duty to inquire into adverse claims or has discharged any such duty.  The Corporation may make reasonable inquiries into the validity of any such transfer and may require reasonable assurance that such transfer is valid and is in compliance with any other regulations as may be prescribed under the authority of the Board.

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6.6.Restrictions on Transfer.  The face or reverse side of each certificate representing shares shall bear a conspicuous notation of any restriction imposed by the Corporation, or by an agreement between or among the Corporation and the shareholders, upon the transfer of such shares.  Shareholders holding shares not represented by certificates shall be informed of any such restrictions upon the transfer of their shares in accordance with Section 6.7.

6.7.Shares Without Certificates.  The Board may authorize the issuance without certificates of some or all shares of any or all of the Corporation’s classes or series of shares. Such authorization shall not affect shares already represented by certificates until and unless they are surrendered to the Corporation.  The secretary shall, within a reasonable time following the issue or transfer of shares without certificates, provide to each new shareholder a written statement containing the name of the Corporation, stating that the Corporation is organized under the laws of the State, and setting forth the name of the person to whom the shares are issued, the number and class of shares, including the designation of the series, if any, of the shares issued to that person, the designations, relative rights, preferences and limitations applicable to each class, the variations and rights, preferences and limitations determined for each series, and the authority of the Board to determine variations for future series, and shall inform the shareholder, in a conspicuous statement, that the Corporation will furnish the shareholder a full statement of such information on request and without charge. If there are any restrictions on the transfer of such shares imposed by the Corporation or by an agreement between or among the Corporation and the shareholders, the existence of such restriction shall be noted conspicuously in that statement.

6.8.Lost, Destroyed or Stolen Certificates.  When the registered owner claims that its certificate for shares has been lost, destroyed, or wrongfully taken, a new certificate shall be issued in place thereof if the owner (a) so requests before the Corporation has notice that such shares have been acquired by a bona fide purchaser; (b) files with the Corporation an indemnity bond in such amount as is prescribed by the Board; and (c) satisfies such other reasonable requirements as the Board may prescribe.

6.9.Consideration for Shares.  The shares of the Corporation may be issued for such consideration as shall be fixed from time to time by the Board, provided that any shares having a par value shall not be issued for a consideration less than the par value thereof.  The Board may authorize shares to be issued for consideration consisting of any tangible or intangible property or benefit to the Corporation, including cash, promissory notes, services performed, promises to perform services evidenced by a written contract, or other securities of the Corporation. When payment of the consideration for which shares are to be issued shall have been received by the Corporation, such shares shall be deemed fully paid and nonassessable by the Corporation.  No share, whether represented by a certificate or not, shall be issued, and no certificate for any share shall be issued, until such share is fully paid. The Corporation may place in escrow shares issued for future services or benefits or a promissory note, or make other arrangements to restrict the transfer of the shares, and may credit distributions in respect of the shares against their purchase price, until the services are performed, the note is paid, or the benefits are received.  If the services are not performed, the note is not paid, or the benefits are not received, the Corporation may cancel, in whole or in part, the shares escrowed or restricted and the distributions credited.

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ARTICLE VII
SEAL

The Board shall provide a corporate seal which shall be circular in form and shall have inscribed thereon the name of the Corporation and the State and the words “Corporate Seal.”

ARTICLE VIII
AMENDMENTS

8.1.By Shareholders.  These Amended and Restated Bylaws may be altered, amended or repealed and new Bylaws may be adopted by action of the shareholders at a meeting of the shareholders duly called and noticed under the provisions of these Amended and Restated Bylaws.

8.2.By Directors.  Except as provided herein, these Amended and Restated Bylaws may also be altered, amended or repealed and new Bylaws may be adopted by action of the Board; provided that no bylaw adopted by the shareholders shall be amended or repealed by the Board if that bylaw so provides.

8.3.Implied Amendments.  Any action taken or authorized by the shareholders or by the Board, which would be inconsistent with the Bylaws then in effect but is taken or authorized by affirmative vote of not less than the number of shares or the number of directors required to amend the Bylaws so that the Bylaws would be consistent with such action, shall be given the same effect as though the Bylaws had been temporarily amended or suspended so far, but only so far, as is necessary to permit the specific action so taken or authorized.

ARTICLE IX
INDEMNIFICATION

9.1.Mandatory Indemnification.  The Corporation shall, to the fullest extent permitted by law, indemnify any person described in Section 9.2 against any liability (including but not limited to any obligation to pay a judgment, settlement, penalty, fine, or excise tax assessed with respect to an employee benefit plan), and any expense (including but not limited to counsel fees), and the Corporation shall advance to such person any reasonable expense, where such liability or expense is incurred by such person in connection with any proceeding.  “Proceeding” for purposes of this Article IX shall include any threatened, pending or completed action, suit or proceeding of any nature, whether civil, criminal, administrative or investigative.  Such rights of indemnification and the advancement of expenses shall inure to the benefit of the heirs, executors, administrators and personal representatives of such a person and shall not be deemed exclusive of any other rights to indemnification against liabilities or the advancement of expenses to which a party may be entitled under any written agreement, Board resolution, vote of shareholders or law.  The Corporation shall take any affirmative action necessary to effect such indemnification or advancement of expenses under the requirements of applicable law, including, without limitation, the requirements of Section 607.0850, Florida Statutes.

9.2.Indemnities.  The mandatory indemnification provided for in Section 9.1 is available to any person who was or is a party or threatened to be made a party to any proceeding by reason of the fact that the person is or was a director, officer, employee, or agent of the

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Corporation or is or was serving at the request of the Corporation as a director, officer, employee, or agent of any other corporation or enterprise, with respect to liabilities and expenses arising from such proceeding.

9.3.Permissive Supplementary Benefits.  The Corporation may, but shall not be required to, supplement the rights of indemnification and advancement of expenses under this Article IX by (a) purchasing insurance on behalf of any one or more of such persons, whether or not the Corporation would be obligated to indemnify or advance expenses for such person under this Article IX, (b) entering into individual or group indemnification agreements with any one or more of such persons, and (c) advancing related expenses to such a person.

9.4.Amendment.  This Article IX may be amended or repealed only by action of the shareholders and not by action of the Board.

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CERTIFICATE OF ADOPTION

I hereby certify that the foregoing Amended and Restated Bylaws were duly adopted pursuant to a written Action by Written Consent of the Sole Shareholder of the Corporation dated June    , 2012.

/s/ Victoria J. Kincke

Victoria J. Kincke, Secretary

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EX-3.99

Exhibit 3.99

www.BUSINESSREGISTRATIONS.com	Internet FORM LLC-1
	7/2008

FILED  04/27/2009 11:48 AM	STATE OF HAWAII
Business Registration Division DEPARTMENT OF COMMERCE AND CONSUMER AFFAIRS State of Hawaii	DEPT. OF COMMERCE AND CONSUMER AFFAIRS Business Registration Division 335 Merchant Street Mailing Address: P.O. Box 40, Honolulu, Hawaii 96810 Phone No. (808) 586-2727

ARTICLES OF ORGANIZATION FOR LIMITED LIABILITY COMPANY

(Section 428-203 Hawaii Revised Statutes)

PLEASE TYPE OR PRINT LEGIBLY IN BLACK INK

The undersigned, for the purpose of forming a limited liability company under the laws of the State of Hawaii, do hereby make and execute these Articles of Organization:

I

The name of the company shall be:

KAI MANAGEMENT SERVICES LLC

(The name must contain the words Limited Liability Company, Limited Liability Law Company, or the abbreviation L.L.C., L.L.L.C., LLC, or LLLC)

II

The mailing address of the initial principal office is:

1850 ALA MOANA BLVD, HONOLULU, HI 96815 USA

III

The company shall have and continuously maintain in the State of Hawaii an agent and street address of the agent for service of process on the company. The agent may be an individual resident of Hawaii, a domestic entity, or a foreign entity authorized to transact business or conduct affairs in this State, whose business office is identical with the registered office.

a.	The name of the company’s initial agent for service of process is:
	AQUA HOTELS AND RESORTS, INC.	HI
	(Name of Registered Agent)	(State or Country)
b.	The street address of the initial registered office in this State is:
	1850 ALA MOANA BLVD, HONOLULU, HI 96815 USA

IV

The name and address of each organizer is:
AQUA HOTELS AND RESORTS, INC.	1850 ALA MOANA BLVD, HONOLULU, HI 96815 USA

I HEREBY CERTIFY that this is a true and correct copy of the official record(s) of the Business Registration Division

DIRECTOR OF COMMERCE

CONSUMER AFFAIRS

April 1, 2015

Validate online at http://hbe.ehawaii.gov/documents

V

The period of duration is (check one):
	xAt-will
	o For a specific term to expire on:
		(Month Day Year)

VI

The company is (check one):

a.	x	Manager-managed, and the names and addresses of the initial managers are listed in paragraph “c”, and the number of initial members are: 1
b.	o	Member-managed, and the names and addresses of the Initial members are listed in paragraph “c”
c.	o	List the names and addresses of the initial managers if the company is Manager-managed, or
		List the names and addresses of the initial members if the company is Member-managed.
		AQUA HOTELS AND RESORTS, INC.	1850 ALA MOANA BLVD, HONOLULU, HI 903815 USA

VII

The members of the company (check one):

x Shall not be liable for the debts, obligations and liabilities of the company.

o Shall be liable for all debts, obligations and liabilities of the company.

o Shall be liable for all or specified debts, obligations and Liabilities of the company as stated below and have consented in writing to the adoption of this provision or to be bound by this Provision.

We certify, under the penalties set forth in the Hawaii Uniform Limited Liability Company Act, that we have read the above statements, I am authorized to sign this Articles of Organization, and that the above statements are true and correct to the best of our knowledge and belief.

Signed this 06 day of April 2009

	WILLIAM R. FARNSWORTH JR., VP,
AQUA HOTELS AND RESORTS, INC	AQUA HOTELS AND RESORTS, INC.
(Type/Print Name of Organizer)	(Type/Print Name of Organizer)
AQUA HOTELS AND RESORTS, INC	/s/ William R. Farnsworth Jr.
(Signature of Organizer)	(Signature of Organizer)

EX-3.100

Exhibit 3.100

FIRST AMENDED OPERATING AGREEMENT OF

KAI MANAGEMENT SERVICES LLC

FIRST AMENDED OPERATING AGREEMENT OF KAI MANAGEMENT SERVICES LLC, dated as of August 16, 2012, entered into by Aqua Hotels and Resorts Operator LLC, a Delaware limited liability company (“Operator”), as the sole member.

Preliminary Statement

WHEREAS, Kai Management Services LLC (the “Company”) was formed on April 27, 2009, under the Hawaii Uniform Limited Liability Company Act (the “Act”) by filing Articles of Organization with the Department of Commerce and Consumer Affairs of the State of Hawaii (the “Articles of Organization”);

WHEREAS, the Company was previously governed by that certain Operating Agreement, entered into and effective as of May 1, 2009, by and among the Company, Benjamin G. Rafter, as manager, and Aqua Hotels and Resorts, Inc., a Delaware corporation (“Aqua”), as the sole member of the Company (the “Original Agreement”);

WHEREAS, on or about the date hereof, Aqua, in exchange for an interest in Operator, contributed one hundred percent (100%) of the issued and outstanding membership interests in the Company to Operator (the “Contribution”), pursuant to that certain Contribution Agreement, dated on or about the date hereof, by and among Aqua, Aqua Hospitality LLC, a Delaware limited liability company (“Hospitality”), and Operator;

WHEREAS, Operator by this document intends to amend the Original Agreement in its entirety to reflect the Contribution, the dissociation of Aqua as a member and manager of the Company and the admission of Operator as the sole member of the Company, and to establish the operating rules by which the Company is to be governed.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Operator hereby agrees as follows:

ARTICLE I
Definitions

1.1Definitions. The following terms contained herein shall have the meanings set forth below:

(a)“Act” has the meaning set forth m the preliminary statement to this Agreement.

(b)“Agreement” means this First Amended Operating Agreement of the Company, as it may be further amended, restated, supplemented or otherwise modified from time to time.

(c)“Agua” has the meaning set forth in the preliminary statement to this Agreement.

(d)“Articles of Organization” has the meaning set forth in the preliminary statement to this Agreement.

(e)“Capital Account” when used with respect to any Member means the capital account maintained for such Member in accordance with Section 5.3 hereof, as such capital account may be increased or decreased from time to time pursuant to the provisions of Section 5.3.

(f)“Capital Contribution” means the total amount of cash and the agreed net fair market value of other property contributed to the Company by a Member pursuant to Section 5.1 hereof. Any reference to the Capital Contribution of a Member shall include the Capital Contribution made by any predecessor holders of such Member’s Membership Interest.

(g)“Code” means the Internal Revenue Code of 1986, as amended and in effect from time to time, or any superseding federal revenue statute.

(h)“Contribution” has the meaning set forth in the preliminary statement to this Agreement.

(i)“Distribution” means any cash and other property paid to a Member by the Company from the operations of the Company.

(j)“Fiscal Year” means a calendar year.

(k)“Hospitality” has the meaning set forth in the preliminary statement to this Agreement.

(l)“Manager” has the meaning set forth in Section 4.1.

(m)“Member” means Operator and any other Person that may hereafter become a member of the Company pursuant to the terms of this Agreement.

(n)“Member Nonrecourse Debt” means a nonrecourse debt of the Company within the meaning of Section 1.704-2(b)(4) of the Treasury Regulations.

(o)“Member Nonrecourse Deductions” means the items of loss, deduction, and expenditure attributable to Member Nonrecourse Debt within the meaning of Section 1.704- 2(i)(2) of the Treasury Regulations.

(p)“Membership Interests” means the respective percentage interests in the Company held by each Member, of which one hundred percent (100%) is held by Operator as of the date hereof.

(q)“Net Losses” means the net losses of the Company, if any, determined in accordance with federal income tax principles.

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(r)“Net Profits” means the net income of the Company, if any, determined in accordance with federal income tax principles.

(s)“Operator” has the meaning set forth in the caption to this Agreement.

(t)“Original Agreement” has the meaning set forth in the preliminary statement to this Agreement.

(u)“Person” means any individual, corporation, governmental authority, limited liability company, partnership, trust, joint stock company, business trust, joint venture, unincorporated association or other entity.

(v)“Required Members” means Members holding not less than a majority of all of the Membership Interests.

(w)“Treasury Regulations” means all proposed, temporary and final regulations promulgated under the Code as from time to time in effect. References in this Agreement to specific sections of the Treasury Regulations shall also refer to the corresponding sections of succeeding Treasury Regulations as they may be amended from time to time.

ARTICLE II
Organization

2.1Formation. The Company has been organized as a Hawaii limited liability company pursuant to the laws of the State of Hawaii, including the Act, by the filing of the Articles of Organization with the Director of the Department of Commerce and Consumer Affairs of the State of Hawaii on April 27, 2009.

2.2Name. The name of the Company is Kai Management Services LLC, or such other name as the Manager may from time to time select.

2.3Principal Place of Business. The principal place of business of the Company shall be c/o Aqua Hotels and Resorts Operator LLC, 1860 Ala Moana Boulevard, Honolulu, Hawaii 96815. The Manager shall have the right to change the principal place of business of the Company to the office of any Member, or otherwise, subject to the provisions of the Act. In addition, the Company may establish any other places of business as the Manager may from time to time deem advisable.

2.4Registered Office. The Company’s registered office shall be located c/o William Farnsworth, 1860 Ala Moana Boulevard, Honolulu, Hawaii 96815, or such other place in the State of Hawaii as the Manager may from time to time determine.

2.5Term. The term of the Company shall commence upon the filing of the Articles of Organization and terminate upon the dissolution of the Company pursuant to the provisions of the Act or Article VIII below.

2.6Purposes; Powers. The purpose of the Company shall be to carry on any lawful business, purpose or activity, whether or not for profit, to the fullest extent provided in the Act.

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The Company shall possess and may exercise all the powers and privileges granted by the Act or by any other law or by this Agreement, together with any powers incidental thereto, so far as such powers and privileges are necessary or convenient to the conduct, promotion or attainment of the businesses, purposes or activities of the Company.

ARTICLE III
Member Transfers of Interests

3.1Name and Address. As of the date hereof, Operator is the sole member of the Company, having an address c/o Aqua Hotels and Resorts Operator LLC, 1860 Ala Moana Boulevard, Honolulu, Hawaii 96815.

3.2Additional and Substituted Members; Transfers of Membership Interests.

(a)One or more additional members of the Company may be admitted to the Company after the date of this Agreement with the prior written consent of the Manager.

(b)The Company shall not have the obligation to cause the Membership Interest of any Member to be purchased by the Company or any other Member pursuant to the Act upon the dissociation of any Member.

(c)Without the prior written consent of the Manager, no Member may sell, assign, transfer or encumber, in whole or in part, any of such Member’s Membership Interest.

3.3Limitation of Liability. A Member’s liability to the Company, to any other Member or to any third party shall be limited to the maximum extent permitted by law. A Member shall not be personally liable for any indebtedness, liability or obligation of the Company, except that such Member shall remain personally liable for the payment of its Capital Contribution and as otherwise expressly set forth in this Agreement, the Act and any other applicable law.

3.4Priority and Return of Capital. If there is more than one Member, no Member shall have priority over any other Member, whether for the return of a Capital Contribution or for Net Profits, Net Losses or a Distribution; provided, however, that this Section 3.4 shall not apply to any loan or other indebtedness (as distinguished from a Capital Contribution) made by a Member to the Company.

3.5Liability of a Member to the Company. A Member that rightfully receives the return of any portion of a Capital Contribution is liable to the Company only to the extent now or hereafter provided by the Act. A Member that receives a Distribution made by the Company in violation of this Agreement or made when the Company’s liabilities exceed its assets (after giving effect to such Distribution) shall be liable to the Company for the amount of such Distribution.

3.6Financial Adjustments. No Member admitted after the date of this Agreement shall be entitled to any retroactive allocation of losses, income or expense deductions incurred by the Company. If there is more than one Member, the Manager may, at its discretion, at the time a Member is admitted, close the books and records of the Company (as though the Fiscal Year had

4

ended) or make pro rata allocations of loss, income and expense deductions to such Member for that portion of the Fiscal Year in which such Member was admitted, in accordance with the Code.

3.7Action by Members Without a Meeting. Whenever the Members of the Company are required or permitted to take any action by vote, such action may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the Members who hold voting interests having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all of the Members entitled to vote thereon were present and voted and shall be delivered to the administrative office of the Company, or to an employee or agent of the Company.

3.8No Exclusive Duty to Company. A Member may have other business interests and may engage in other activities in addition to those relating to the Company, whether or not such business interests or activities may be competitive with those of the Company.

ARTICLE IV
Management

4.1Management.

(a)The business, affairs and management of the Company, including its policies and administration, shall be vested in one or more managers, each of whom may, but need not be, a Member (each, a “Manager”). The Manager shall have the sole power to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed by managers under the Act.

(b)The number of Managers and the designation thereof shall be determined from time to time by the Required Members. Initially there shall be one Manager. Hospitality is hereby designated as the initial Manager. If at any time there shall be more than one Manager, all references in this Agreement to “Manager” shall be deemed to be references to all or each of such Managers, as appropriate, and any action by or consent, vote, determination, agreement or notice of the Managers under this Agreement shall be taken, made or given by a majority of the Managers then in office.

(c)The Manager may not be removed, with or without cause, except upon the consent of the Required Members, which removal shall take effect at such time as determined by the Required Members. The Manager may resign as Manager by giving written notice to the Company and each Member, and such resignation shall take effect at such time as is specified in such notice of resignation. The resignation or removal of the Manager shall not affect such Manager’s rights as a Member, if any, and shall not constitute a withdrawal of a Member. Upon the removal or resignation of the Manager, the successor Manager shall be designated by the Required Members.

4.2Reliance by Third Parties. Each contract, agreement, deed, mortgage, security agreement, promissory note or other instrument or document executed by the Manager with

5

respect to any business or property of the Company shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (a) at the time of the execution and delivery thereof this Agreement was in full force and effect, (b) such instrument or document was duly executed in accordance with the terms and provisions of this Agreement and is binding upon the Company, and (c) the Manager was duly authorized and empowered to execute and deliver, and to cause the Company to perform any and every such instrument or document for and on behalf of the Company.

4.3Binding Authority of Manager. No Member is an agent of the Company solely by virtue of being a Member, and no Member has authority to act for the Company solely by virtue of being a Member. Subject to Section 4.7, only the Manager may act for the Company in connection with the ordinary course of its day-to-day business and with respect to all other matters.

4.4Manager Discretion. Whenever in this Agreement the Manager is permitted or required to make a decision in its “discretion” or “sole discretion” or under a grant of similar authority or latitude, the Manager shall have no duty or obligation (including any fiduciary duty) to consider any interest of or factors affecting some or all the Members so long as the Manager acts in good faith and in a manner which it reasonably believes are in or not opposed to the best interest of the Company. Each Member hereby agrees that any standard of care or duty imposed under the Act or any other applicable law shall be modified, waived or limited in each case as required to permit the Manager to act under this Agreement and to make any decision pursuant to the authority prescribed in this Section 4.4 so long as such action or decision does not constitute gross negligence, reckless conduct, intentional misconduct, intentional disregard of the terms of this Agreement or a knowing violation of law and is reasonably believed by the Manager to be consistent with the overall purposes and objectives of the Company. It is the intent of the Members that this Agreement shall govern, even when inconsistent with, or different than, the provisions of the Act or any other law or rule, except to the extent a provision of this Agreement purports to modify, restrict, eliminate, reduce or vary any provision of the Act which, pursuant to the Act, cannot be so modified, restricted, eliminated, reduced or varied by this Agreement, or is otherwise expressly prohibited or ineffective under the Act. To the extent any provision of this Agreement is prohibited or ineffective under the Act, this Agreement shall be considered amended to the least degree possible in order to make this Agreement effective under and not contrary to the requirements of the Act.

4.5No Exclusive Duty to Company. The Manager shall not be required to manage the Company as its sole and exclusive function and may have other business interests and may engage in other activities in addition to those relating to the Company. The Member acknowledges that the Manager and its affiliates may pursue such other business opportunities for their respective accounts regardless of whether they have learned of such opportunity in the course of the Company’s business. Neither the Company nor any Member shall have any right pursuant to this Agreement to share or participate in such other business interests or activities or to the income or proceeds derived therefrom. The Manager shall not incur any liability to the Company or any Member as a result of engaging in any other business interests or activities.

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4.6Indemnification. The Company shall indemnify and hold harmless the Manager and each officer and agent of the Company from and against all claims and demands to the maximum extent permitted under the Act.

4.7Officers and Authorized Persons.

(a)The Manager may, from time to time as it deems advisable, appoint officers or other agents of the Company (such officers and agents, the “Authorized Persons” and each of them, an “Authorized Person”) and assign in writing titles (including, without limitation, President, Vice President, Secretary, and Treasurer) to any such person; provided that an Authorized Person need not have a title. Unless the Manager decides otherwise, if the title is one commonly used for officers of a business corporation formed under the Hawaii Business Corporation Act, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office; provided, however, that no Authorized Person shall be permitted to take any action on behalf of the Company without the prior written consent of the Manager. Any delegation pursuant to this Section 4.7 may be revoked at any time by the Manager.

(b)The Manager hereby designates and appoints Benjamin G. Rafter as the President and Chief Executive Officer of the Company for the purposes set forth in Section 4.7(a).

(c)The Company is hereby authorized to execute, deliver and perform, and the Manager and any Authorized Person (solely to the extent directed by the Manager in writing), acting alone on behalf of the Company, is hereby authorized to execute and deliver, in the name of the Company, any and all other agreements, certificates, instruments, amendments or other documents to be executed and delivered by the Company, in its own capacity or in any other authorized capacity, all without any further act, vote or approval of any Member or any other person or entity notwithstanding any other provision of this Agreement. Notwithstanding any provisions of this Agreement, the Manager and any Authorized Person (solely to the extent directed by the Manager in writing) shall have the right to act for and bind the Company and may execute and deliver any document, instrument or contract on behalf of the Company without any vote or consent of any Member or other person or entity.

ARTICLE V
Capital Contributions

5.1Capital Contributions. Concurrently with the execution and delivery of this Agreement, Operator has made or deemed to have made the capital contributions as reflected on the books and records of the Company as of the date hereof.

5.2Additional Contributions. Except as set forth in Section 5.1, no Member shall be required to make any Capital Contribution.

5.3Capital Accounts. If there is more than one Member, a Capital Account shall be maintained for each Member. Said Capital Account shall be kept in accordance with the provisions of Section 1.704-l (b)(2)(iv) of the Treasury Regulations. Without limiting the foregoing, each Member’s Capital Account shall be (a) increased by the net agreed value of each

7

Capital Contribution made by such Member, allocations to such Member of the Net Profits and any other allocations to such Member of income pursuant to the Code, and (b) decreased by the net agreed value of each Distribution made to such Member by the Company, allocations to such Member of Net Losses and other allocations to such Member pursuant to the Code.

5.4Transfers. Upon a permitted sale or other transfer of a Membership Interest in the Company, the Capital Account of the Member transferring its Membership Interests shall become the Capital Account of the Person to whom such Membership Interest is sold or transferred in accordance with Section 1.704-1 (b)(2)(iv) of the Treasury Regulations.

5.5Modifications. The manner in which Capital Accounts are to be maintained pursuant to this Section is intended to comply with the requirements of Section 704(b) of the Code. If in the opinion of the Members the manner in which Capital Accounts are to be maintained pursuant to this Agreement should be modified to comply with Section 704(b) of the Code, then the method in which Capital Accounts are maintained shall be so modified; provided, however, that any change in the manner of maintaining Capital Accounts shall not materially alter the economic agreement between or among the Members.

5.6Deficit Capital Account. Except as otherwise required in the Act or this Agreement, no Member shall have any liability to restore all or any portion of a deficit balance in a Capital Account.

5.7Withdrawal or Reduction of Capital Contributions. A Member shall not receive from the Company any portion of a Capital Contribution until all indebtedness and liabilities of the Company, except any indebtedness, liabilities and obligations to Members on account of their Capital Contributions, have been paid or there remains property of the Company, in the sole discretion of the Members, sufficient to pay them. A Member, irrespective of the nature of the Capital Contribution of such Member, has only the right to demand and receive cash in return for such Capital Contribution.

ARTICLE VI
Allocations and Distributions

6.1Allocations of Profits and Losses and Distributions if There is One Member. So long as there shall be only one Member, the Net Profits and Net Losses of the Company shall belong to such Member and any Distributions determined to be made by the Manager shall be distributed to such Member. Distribution of liquidation proceeds shall be governed by Section 8.2, Sections 6.2, 6.3 and 6.4 applies if there shall be more than one Member.

6.2Allocations of Profits and Losses. If there is more than one Member, the Net Profits and the Net Losses for each Fiscal Year shall be allocated among the Members in accordance with the respective Membership Interests.

6.3Required Special Allocations if there is More than One Member.  Notwithstanding Section 6.2 hereof, if there is more than one Member:

(a)Appropriate adjustments shall be made to the allocations of Net Profits and Net Losses to the extent required under Section 704(c) of the Code and the Treasury

8

Regulations thereunder and under Sections 1.704-l (b)(2)(iv)(d), (e), (f) and (g) of the Treasury Regulations.

(b)Any Member Nonrecourse Deductions shall be specially allocated to the Member(s) that bear(s) the economic risk of loss with respect to the Member Nonrecourse Debt to which the Member Nonrecourse Deductions are attributable in accordance with Section 1.704- 2(i)(l) of the Treasury Regulations.

(c)Appropriate adjustments shall be made to the allocations of Net Profits and Net Losses to the extent required to comply with the “qualified income offset” provisions of Section 1.704-1 (b)(2)(ii)(d) of the Treasury Regulations, the Company “minimum gain chargeback” provisions of Section 1.704-2(f) of the Treasury Regulations, and the Member “minimum gain chargeback” provisions of Section 1.704-2(i)(4) of the Treasury Regulations, all issued pursuant to Section 704(b) of the Code. To the extent permitted by such Treasury Regulations, the allocations in such year and subsequent years shall be further adjusted so that the cumulative effect of all the allocations shall be the same as if all such allocations were made pursuant to Section 6.2 hereof (as adjusted by Section 6.3(a) hereof) without regard to Section 6.3(b) and this Section 6.3(c).

6.4Distributions. If there is more than one Member, the Manager may from time to time make Distributions pro rata in proportion to Membership Interests as of the record date set for such Distribution. Distribution of liquidation proceeds shall be governed by Section 8.2.

6.5Offset. The Company may offset all amounts owing to the Company by a Member against any Distribution to be made to such Member.

6.6Limitation Upon Distributions. No Distribution shall be declared and paid unless, after such Distribution is made, the assets of the Company are in excess of all liabilities of the Company.

6.7Interest on and Return of Capital Contributions. No Member shall be entitled to interest on its Capital Contribution or to a return of its Capital Contribution, except as specifically set forth in this Agreement.

6.8Accounting Period. The accounting period of the Company shall be the Fiscal Year.

ARTICLE VII
Taxes; Books and Records; Information

7.1Tax Returns. If there is more than one Member, the Manager shall cause to be prepared and filed all necessary federal and state income tax returns for the Company. Each Member shall furnish to the Manager all pertinent information in its possession relating to Company operations that is necessary to enable the Company’s income tax returns to be prepared and filed.

7.2Tax Elections. If there is more than one Member, the Company shall make such elections on the appropriate tax returns as the Manager may deem appropriate and in the best

9

interests of the Members. Neither the Company nor any Member may make an election for the Company to be taxed as a corporation under the Code or any similar provisions of applicable state law, and no provisions of this Agreement shall be interpreted to authorize any such election.

7.3Tax Matters Partners. If there is more than one Member, the Manager shall designate the Member to be the “tax matters partner” of the Company pursuant to Section 6231 (a)(7) of the Code.

7.4Books and Records. The Company shall keep books and records of accounts and minutes of all decisions taken by the Member and the Manager.

7.5Information. A Member may inspect during ordinary business hours and at the principal place of business of the Company the Articles of Organization, this Agreement, the minutes of any decision of the Member or meeting of the Manager, any tax returns of the Company for the immediately preceding three Fiscal Years, and all other business records in the possession of the Company; provided that such inspection does not unreasonably interfere with the day-to-day operations of the Company and are for a purpose reasonably related to the Member’s interest in the Company.

ARTICLE VIII
Dissolution

8.1Dissolution. The Company shall be dissolved and its affairs shall be wound up upon the first to occur of the following:

(a)The unanimous vote or written consent of the holders of all the Membership Interests; or

(b)The entry of a decree by a court of competent jurisdiction that dissolution and liquidation of the Company is required by law.

8.2Winding Up. Upon the dissolution of the Company, the Manager may, in the name of and for an on behalf of the Company, prosecute and defend suits, whether civil, criminal or administrative, and sell or otherwise dispose of the Company’s assets to the extent permitted by any agreement dealing with the Company’s assets, discharge the Company’s liabilities for which a Member or Members have assumed personal liability and distribute to the Members any remaining assets of the Company, all without affecting the liability of Members. Upon such a winding up of the Company, the assets shall be distributed as follows:

(a)First, to the payment of the debts and liabilities of the Company, including Members who are creditors, including any expenses of the Company incidental to such winding­ up and dissolution;

(b)Second, to the setting up of any reserves which the Manager may deem reasonably necessary for any contingent or unforeseen liabilities or obligations of the Company and at the expiration of such period, as the Manager may deem advisable, for distribution in the manner hereinafter provided; and

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(c)Third, in accordance with the first sentence of Section 6.1 or the first sentence of Section 6.4 hereof, as applicable.

8.3Articles of Termination. Upon the completion of the distribution of the Company’s assets as provided in Section 8.2 hereof, the Company shall be terminated, and the Manager shall execute and cause the Articles of Termination to be filed with the Director of the Department of Commerce and Consumer Affairs of the State of Hawaii and all qualifications of the Company as a foreign limited liability company to be canceled and shall take such other actions as may be necessary to terminate the Company.

8.4Deficit Capital Account. Upon a liquidation of the Company within the meaning of Section 1.704-1(b)(2)(ii)(g) of the Treasury Regulations, if any Member has a deficit Capital Account (after giving effect to all contributions, distributions, allocations and other adjustments for all Fiscal Years, including the Fiscal Year in which such liquidation occurs), the Member shall have no obligation to make any Capital Contribution, and the negative balance of any Capital Account shall not be considered a debt owed by the Member to the Company or to any other Person for any purpose.

8.5Nonrecourse to Other Members or the Manager. Except as provided by applicable law or as expressly provided in this Agreement, upon dissolution, each Member shall receive a return of its Capital Contribution solely from the assets of the Company. If the assets of the Company remaining after the payment or discharge of the debts and liabilities of the Company are insufficient to return any Capital Contribution of any Member, such Member shall have no recourse against any other Member or the Manager.

8.6Distribution in Kind.

(a)Notwithstanding the provisions of Section 8.2 which require the liquidation of the assets of the Company, but subject to the order of priorities provided thereunder, if upon the dissolution of the Company the Manager determines that an immediate sale of part or all of the assets of the Company would be impractical or would cause undue loss to the Members, the Manager may, in its absolute discretion, defer for a reasonable time the liquidation of any assets except those necessary to satisfy liabilities of the Company (other than those to Members) and may, in its absolute discretion, distribute to the Members, in lieu of cash, as tenants in common, undivided interests in such Company assets as the Manager deems not suitable for liquidation.

(b)Any distributions in kind shall be subject to such conditions relating to the disposition and management of such assets as the Manager deems reasonable and equitable and to any agreements governing the operating of such assets at such time. The Manager shall determine the fair market value of any property distributed in kind using such reasonable method of valuation as it may adopt.

ARTICLE IX
General Provisions

9.1Notices. Any notice, demand or other communication required or permitted to be given pursuant to this Agreement shall have been sufficiently given for all purposes if (a)

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delivered personally or by overnight courier service to the party to whom such notice, demand or other communication is directed or (b) sent by registered or certified mail, postage prepaid, addressed to the Member or the Company at its address set forth in this Agreement. Except as otherwise provided in this Agreement, any such notice shall be deemed to be given (i) when received if delivered personally or by overnight courier and (ii) three business days after the date on which it was deposited in a regularly maintained receptacle for the deposit of United States mail, addressed and sent as set forth in this section.

9.2Amendments. This document sets forth the entire limited liability company agreement of the Company and may be amended by the Member as it sees fit or, if there is more than one Member, by the unanimous consent or approval of all of the Membership Interests.

9.3No Rights of Creditors and Third Parties Under Agreement. This Agreement is entered into by the Member for the exclusive benefit of the Company, its Members and permitted successors and assigns. This Agreement is expressly not intended for the benefit of any creditor of the Company or any other Person. No such creditor or any third party shall have any rights under this Agreement or any agreement between the Company and any Member with respect to any Capital Contribution or otherwise.

9.4Construction. Whenever the singular number is used in this Agreement and when required by the context, the same shall include the plural and vice versa, and the masculine gender shall include the feminine and neuter genders and vice versa.

9.5Headings. The headings in this Agreement are for convenience only and shall not be used to interpret or construe any provision of this Agreement.

9.6Waiver. No failure of a Member to exercise, and no delay by a Member in exercising, any right or remedy under this Agreement shall constitute a waiver of such right or remedy. No waiver by a Member of any such right or remedy under this Agreement shall be effective unless made in a writing duly executed by all Members and specifically referring to each such right or remedy being waived.

9.7Severability. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law. However, if any provision of this Agreement shall be prohibited by or invalid under such law, it shall be deemed modified to conform to the minimum requirements of such law or, if for any reason it is not deemed so modified, it shall be prohibited or invalid only to the extent of such prohibition or invalidity without the remainder thereof or any other such provision being prohibited or invalid.

9.8Binding Effect. This Agreement shall be binding upon and inure to the benefit of each of the Members, and its successors and assignees, except no right or obligation of a Mem ber under this Agreement may be assigned by such Member to another Person without first obtaining the written consent of the Manager.

9.9Governing Law. This Agreement shall be governed by, and construed under, the laws of the State of Hawaii, all rights and remedies being governed by said laws.

[Signature Page Follows]

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IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has duly executed this Agreement as of the date first indicated above.

MEMBER:
AQUA HOTELS AND RESORTS OPERATOR LLC, a Delaware limited liability company
By:	/s/ Steven E. Orbuch
	Name:  Steven E. Orbuch
	Title:    Authorized Person

Signature Page to First Amended Operating Agreement of Kai Management Services LLC

EX-3.101

Exhibit 3.101

CERTIFICATE OF LIMITED PARTNERSHIP
OF
KEY WESTER LIMITED

Pursuant to Section 620.108 of the Florida Revised Uniform Limited Partnership Act, the undersigned, being the sole general partner of KEY WESTER LIMITED, a Florida limited partnership (the “Partnership”),  does hereby certify as follows:

1.	The name of the Partnership is:
	KEY WESTER LIMITED
2.	The office and principal place of business for the partnership is:
	600 Front Street
	Suite B-7
	Key West, Florida 3304
3.	The address of the office and the name and address of the agent for service of process on the Partnership is:
	Stuart D. Ames
	c/o Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A.
	150 West Flagler Street
	Suite 2200
	Miami, Florida 33130
4.	The name and business address of the sole General Partner is:
	HTS-KW, Inc.
	200 West Madison Street
	39th Floor
	Chicago, Illinois 60606
5.	The mailing address of the Partnership is
	600 Front Street
	Suite B-7
	Key West, Florida 33040
6.	The latest date upon which the Partnership shall dissolve is December 31, 2100.

IN WITNESS WHEREOF, HTS-KW, Inc., a Delaware corporation, has executed this Certificate of Limited Partnership as the sole General Partner of the Partnership pursuant to the provisions of Section 620.114 of the Florida Revised Uniform Limited Partnership Act.

Dated:  December 29, 1997

HTS-KW, Inc.
By:	/s/ Stuart Ames
Stuart D. Ames, Attorney-In-Fact

ACCEPTANCE OF REGISTERED AGENT

Having been named registered agent for KEY WESTER LIMITED, a Florida limited partnership, in the foregoing Certificate of Limited Partnership, I hereby agree to accept service of process for said Partnership and to comply with any and all statues relative to the complete and proper performance of the duties of registered agent.

Date:  December 29, 1997

/s/ Stuart Ames

STUART D. AMES, Registered Agent

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EX-3.102

Exhibit 3.102

AGREEMENT OF LIMITED PARTNERSHIP

OF

KEY WESTER LIMITED

TABLE OF CONTENTS

		Page
ARTICLE I
	Definitions: Etc.	1
1.1	Definitions	1
1.2	Other Defined Terms	6
1.3	Exhibit. Etc,.	7
ARTICLE II
	Organization of Partnership	7
2.1	Organization of Partnership	7
2.2	Documents	7
2.3	Name	7
2.4	Character of the Business	7
2.5	Scope	8
2.6	Location of the Principal Place of Business	8
2.7	Registered Agent and Registered Office	8
ARTICLE III
	Term	9
3.1	Commencement	9
3.2	Termination	9
ARTICLE IV
	Contributions to Capital: Acquisition of Property	9
4.1	Capital Contributions	9
4.2	Acquisition of the Property	9
4.3	No Third Party Beneficiary	10
4.4	No Interest: No Return	10
ARTICLE V
	Allocations of Net Income and_Net Loss. Etc.	11
5.1	Allocation of Net Income and Net Loss	11
5.2	Special Allocations	11
5.3	Curative Allocations	12
5.4	Other Allocation. Rules	13
5.5	Tax Allocations	13

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ARTICLE VI
	Project Distributions	13
6.1	Project Distributions	13
6.2	Pritzker Preferred Return	14
6.3	Sale of the General Partner’s Interest	16
ARTICLE VIA
	Profit Participation to KWVC	17
6A.I	Profit Participation	17
6A.2	Guaranteed Amount	17
6A.3	Right to Inspeet	17
ARTICLE VII
	Records,. Reports and Accounting	18
7.1	Books of Account	18
7.2	Annual Statements	18
ARTICLE VIII
	Rights, Duties and Restrictions of the General Partner; Non-Compete	18
8.1	Powers and Duties of General Partner	18
8.2	Duties and Conflicts	18
8.3	Authority of the General Partner	18
8.4	Additional Partners	19
8.5	Waiver and Indemnification	19
8.6	Tax Matters Partner	19
8.7	“Hyatt”	19
8.8	Project Financing	19
8.9	Non-Compete	20
8.10	Development	21
8.11	Reimbursement of the General Partner	21
8.12	Fees to Affiliates	21
ARTICLE IX
	Dissolution, Liquidation and Winding-Up	21
9.1	Accounting	21
9.2	Distribution on Dissolution	21
9.3	Obligation of General Partner to Restore Deficit Capital Account Balance	22
9.4	Sale of Partnership Assets	22
9.5	Nonrecourse Debt	22
9.6	Payments to KWVC	22
ARTICLE X
	Transfer of Partnership Interests	22

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10.1	Restriction on Transfer	22
10.2	Transferees Bound	23
ARTICLE XI
	Limited Partners	23
11.1	No Participation in Management	23
11.2	Bankruptcy or Death of a Limited Partner	23
ARTICLE XII
	General. Provisions	24
12.1	Notices	24
12.2	Waiver of Right of Partition	24
12.3	Successors	24
12.4	Effect and Interpretation	24
12.5	Counterparts	24
12.6	Partners Not Agents	24
12.7	Entire Understanding	24
12.8	Severability	25
12.9	Assurances	25
12.10	Attorneys’ Fees	25

List of Exhibits

Exhibit “A” - Percentage Interests and Addresses of Partners

Exhibit “B” - Legal Description of the Property

Exhibit “C” - Development Agreement

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AGREEMENT OF LIMITED PARTNERSHIP

OF

KEY WESTER LIMITED

THIS AGREEMENT OF LIMITED PARTNERSHIP is made and entered into as of the       day of October, 1997, by and among the undersigned parties.

W I T N E S E T H:

WHEREAS, the parties hereto desire to organize a limited partnership under the Florida Revised Uniform Limited Partnership Act;

NOW. THEREFORE, in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged, the parties hereto, intending legally to be bound, hereby agree as follows:

ARTICLE I

Definitions: Etc.

1.1Definitions. Except as otherwise herein expressly provided, the following terms and phrases shall have the meanings set forth below:

“Act” shall mean the Florida Revised Uniform Limited Partnership Act, as the same may be amended from time to time.

“Adjusted Capital Account Deficit” shall mean, with respect to any Limited Partner, the deficit balance, if any, in such Partner’s Capital Account as of the end of any relevant fiscal year and after giving effect to the following adjustments:

(a)credit to such Capital Account any amounts which such Partner is obligated or treated as obligated to restore with respect to any deficit balance in such Capital Account pursuant to Section 1.704-1(b)(2)(ii)(c) of the Regulations, or is deemed to be obligated to restore with respect to any deficit balance pursuant to the penultimate sentences of Sections 1.704-2(g)(1) and 1.704-2(i)(5) of the Regulations; and

(b)debit to such Capital Account the items described in Sections 1.704-1(b)(2)(ii)(d)(4), (5) and (6) of the Regulations.

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The foregoing definition of Adjusted Capital Account Deficit is intended to comply with the requirements of the alternate test for economic effect contained in Section 1.704-1(b)(2)(ii)(d) of the Regulations and shall be interpreted consistently therewith.

“Affiliate” shall mean, with respect to any specified Person, any other Person that directly. or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such specified Person.

“Agreement” shall mean this Agreement of Limited Partnership, as the same may hereafter be amended, modified. supplemented or restated from time to time, as the context requires.

“Beach House” shall mean the timeshare resort project known as Hyatt Beach House Resort located in Key West, Florida.

“Capital Account” shall mean, with respect to any Partner, the separate “book” account which the Partnership shall establish and maintain for such Partner in accordance with Section 704(b) of the Code and Section 1.704-1(b)(2)(iv) of the Regulations and such other provisions of Section 1.704-1(b) of the Regulations that must be complied with in order for the Capital Accounts to be determined in accordance with the provisions of said Regulations. In furtherance of the foregoing, the Capital Accounts shall be maintained in, compliance with Section l .704-1(b)(2)(iv) of the Regulations; and the provisions hereof shall be interpreted and applied in a manner consistent therewith. In the event that a Partnership Interest is transferred in accordance with the terms of this Agreement, the Capital Account, at the time of the transfer, of the transferor attributable to the transferred interest shall carry over to the transferee.

“Capital Contribution” shall mean, with respect to any Partner, the amount of money and the initial fair market value of any property (less the amount of indebtedness, if any, of such Partner which is assumed by the Partnership and/or the amount of indebtedness, if any, to which such property is subject. as of the date of contribution) actually contributed to the Partnership by such Partner as well as any additional contributions actually made or deemed made by a Partner.

“Cash Flow” shall mean, with respect to any fiscal period, (a) all cash receipts of the Partnership received from any source (excluding Capital Contributions) during such period less (b) cash expended’ for Partnership debts and expenses (including, without limitation, capital expenditures and interest and principal payments on any indebtedness but excluding interest and principal payments on Partner Loans) and reasonable operating and replacement reserves for such fiscal period, all as determined in the sole and absolute discretion of the General Partner to be reasonably necessary in the conduct of the Partnership’s business; provided, however, reserves previously set aside, shall, where and to the extent the General Partner no longer regards such reserves as necessary, be considered cash revenues of the Partnership as of the time of such determination.

“Certificate of Limited Partnership” shall have the meaning set forth in Section 2.2 hereof.

“Code” shall mean the Internal Revenue Code of 1986, as amended.

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“Consulting Agreement” shall mean that certain Consulting Agreement dated as of September 20, 1996 by and between HVOI and Robert A. Spottswood.

“Contract” shall mean that certain Purchase and Sale Agreement dated as of June 2. 1997, by and between American Motel Investors, Inc., a Florida corporation, and Key West Vacation Company.

“Development Costs” shall mean all costs and expenses associated with the general construction, site work (including without limitation costs associated with demolition, permit and impact fees and fees for utilities), fixtures. furnishings and equipment (including without limitation costs associated with shipping, storage and set-up), and “soft costs” for the Project (including without limitation professional fees of architects; landscape and interior designers; attorneys; surveyors; appraisers; civil, geotechnical and environmental engineers; traffic consultants; and other professionals), all as shall be set forth in a budget for the Project approved by the General Partner.

“Distributable Cash Flow” shall mean all cash and cash equivalents of the Partnership from all sources on hand (excluding Capital Contributions) as of the last day of the period of determination thereof prior to any distributions to any Partners and after payment of all then due expenses of acquiring, developing, operating and managing the Project (including without limitation Development Costs, the Licensing Fee, Management Fees, Marketing Costs, Operating Costs and Pre-Development Costs and any other costs and fees contemplated by the Master Agreement) and after payment of all then due debts and liabilities of the Partnership and any prepayments of debts and liabilities of the Partnership which the General Partner elects to make and which are owed to parties other than any Partners or any of their Affiliates (except to the extent such payments are specifically permitted in the Master Agreement) and after establishment of any reserves deemed reasonably necessary by the General Partner (taking into account projections and the General Partner’s experience) for (a) the repayment of any debts or liabilities of the Partnership, (b) the working. capital requirements of the Partnership, and (c) any contingent or unforeseen liabilities of the Partnership.

“General Partner” shall mean HTS-KW, Inc., a Delaware corporation, its duly admitted successors and assigns, or any Person who is a general partner at the time of reference thereto.

“HVOI” shall mean Hyatt Vacation Ownership, Inc., a Delaware corporation, an Affiliate of the General Partner.

“Key West Vacation Company” shall mean Key West Vacation Company, a Florida corporation, an Affiliate of KWVC.

“KWVC” shall mean KWVC-Key Wester, Inc., a Florida corporation.

“Land Closing Date” shall mean the date on which the Partnership acquires title to the Property as assignee of Key West Vacation Company under the Contract.

“Licensing Fee” shall mean a licensing fee equal to two percent (2%) of the aggregate sales (after taking into account any rescissions or applicable chargebacks) of Timeshare Interests in the Project to be earned by HVOI or an Affiliate of HVOI for allowing inclusion of the Project in the

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Hyatt Vacation Club, which shall be paid to HVOI or an Affiliate of HVOI in accordance with the provisions of Section 9.03 of the Master Agreement.

“Limited Partner” shall mean KWVC or any Person who is a limited partner at the time of reference thereto.

“Liquidating Trustee” shall mean such individual as is selected by the General Partner, which individual may include an affiliate of the General Partner.  The Liquidating Trustee shall be empowered to give and receive notices. reports and payments in connection with the dissolution, liquidation and/or winding-up of the Partnership. and shall hold and exercise such other rights and powers as are necessary or required to permit all parties to deal with the Liquidating Trustee in connection with the dissolution, liquidation and/or winding-up of the Partnership.

“Management Fees” shall mean, with respect to the Project, all fees set forth in Section 9.05 of the Master Agreement.

“Marketing Costs” shall mean, with respect to the Project, all costs and expenses associated with the advertising, promoting, marketing and sale of Timeshare Interests, including without limitation any costs and expenses set forth in Section 9.04 of the Master Agreement.

“Master Agreement” shall mean that certain Agreement dated September 20, 1996 by and among Key West Vacation Company, Robert A. Spottswood, John M. Spottswood, Jr., William B. Spottswood and HVOI.

“Net Income” or “Net Loss” shall mean, for each fiscal year or other applicable period, an amount equal to the Partnership’s net taxable income or loss for such year or period determined in accordance with Section 703(a) of the Code (for this purpose, all items of income, gain, loss or deduction required to be stated separately pursuant to Section 703(a) of the Code shall be included in taxable income or loss), with the following adjustments: (a) by including as an item of gross income any tax-exempt income received by the Partnership and (b) by treating as a deductible expense any expenditure of the Partnership described in Section 705(a)(2)(B) of the Code (including amounts paid or incurred to organize the Partnership (unless an election is made pursuant to Code Section 709(b)) or to promote the sale of interests in the Partnership and by treating deductions for any losses incurred in connection with the sale or exchange of Partnership property disallowed pursuant to Section 267(01) or Section 707(b) of the Code as expenditures described in Section 705(a)(2)(B) of the Code).

“Nonrecourse Deductions” shall, for a Partnership fiscal year, mean and refer to the net decrease in the amount of Partnership Minimum Gain during such Partnership fiscal year, and less the aggregate amount of any distributions (whether actual or deemed) during such fiscal year of proceeds of Nonrecourse Liabilities (other than Partner Nonrecourse Deductions) that are allowable as an increase in Partnership Minimum Gain, determined in accordance with Section 1.704-2(b)(1) and (c)(2) of the Regulations.

“Nonrecourse Liabilities” shall have the meaning ascribed to it in Section 1.704-2(b)(3) of the Regulations.

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“Operating Costs” shall mean all costs and expenses associated with the operation of the Project; provided, however, that such term shall not include Development Costs, the Licensing Fee, Management Fees, Marketing Costs and Pre-Development Costs.

“Partner Nonrecourse Deductions” shall have the meaning set forth in Section l.704-2(i)(2) of the Regulations.

“Partners” shall mean the General Partner and the Limited Partners, their duly admitted successors or assigns, or any Person who is a partner at the time of reference thereto.

“Partnership” shall mean the limited partnership governed by this Agreement, as such limited partnership may from time to time be constituted.

“Partnership Minimum Gain” shall have the meaning set forth in Section 1.704-2(b)(2) of the Regulations.

“Percentage Interest” shall mean, with respect to each Partner, the percentage interest of such Partner in the Partnership as set forth opposite its respective name under the heading “Percentage Interest” on Exhibit “A”.

“Person” shall mean any individual, partnership, corporation, limited liability company, trust, business association or other entity.

“Pre-Development Costs” shall mean all costs and expenses associated with (a) identifying and acquiring the Project (including without limitation travel expenses and the purchase price for land and any improvements thereon), (b) conducting any inspections or studies (including without limitation market and feasibility studies and environmental, soil and other engineering investigations and studies) prior to development of the Project, (c) obtaining governmental approvals, and (d) preparation of preliminary site development studies and preliminary construction cost estimates.

“Pritzker Ownership” means any Person that is any of (a) any direct lineal descendant of Nicholas J. Pritzker, deceased, or their respective current or former spouses. (b) any trust, the sole beneficiaries of which are one or more of the persons described in clause (a) above, or (c) any general or limited partnership, corporation or other entity, a majority of the voting securities or ownership interests in which are owned, directly or indirectly by one or more of the persons or entities described in clauses (a) and/or (b) above.

“Pritzker Preferred Return” shall mean an aggregate amount equal to (a) the General Partner’s Capital Contribution, as the same may increase or decrease from time to time, whether through additional Capital Contributions, if any, made by the General Partner following its initial Capital Contribution set forth in Section 4.1 (including without limitation additional Capital Contributions made after the General Partner has received the return of all of its initial Capital Contribution) or through partial repayment of such Capital Contribution, plus (b) interest on such Capital Contribution (or such amount thereof as may from time to time remain unrepaid to the General Partner) at the rate of 25% per annum, compounded annually on each December 31.  Notwithstanding the foregoing, in the event that the General Partner’s Capital Contribution exceeds twenty percent (20%) of the Project’s aggregate cash requirements, including cash requirements for acquisition and development and:

5

funding the sale of Timeshare Interests, such excess shall be recharacterized in accordance with the provisions of Section 6.2 hereof.

“Project” shall mean a vacation ownership project comprised, initially, of 92 or more two-bedroom, two-bathroom apartment timeshare units, recreational facilities and other accessory facilities, together with any future expansion thereto, all to be located on the Property:

“Property” shall mean that certain real property commonly known as 3675 S. Roosevelt Boulevard, Key West, Florida, as legally described on Exhibit “B” attached hereto, together with all improvements thereon and appurtenances thereto.

“Regulations” shall mean the final, temporary or proposed Income Tax Regulations promulgated under the Code, as such regulations may be amended from time to time (including corresponding provisions of succeeding regulations).

“Spottswood Ownership” means any Person that is any of (a) any direct lineal descendant of John M. Spottswood, deceased, or their respective current or former spouses, (b) any trust, the sole beneficiaries of which are one or more of the persons described in clause (a) above, or (c) any general or limited partnership, corporation or other entity, a majority of the voting securities or ownership interests in which are owned, directly or indirectly, by one or more of the persons or entities described in clauses (a) and/or (b) above.

“Substantial Sell-Out of the Project” shall mean aggregate sales (net of rescissions) by the Partnership of 93% of the total unit vacation weeks in all phases of the Project.

“Timeshare Interests” shall mean, with respect to the Project, timeshare interval ownership interests therein.

1.2Other Defined Terms. The following terms shall have the meanings defined for such terms in the Sections set forth below:

Term	Section
A&D Loan	8.8
Affected Gain	5.5
Deemed A&D Loan	6.2
Deemed Equity Portion	6.2
Deemed Hypothecation Loan	6.2
Deemed Loan Portion	6.2
Distribution Date	6.2
Encumbering	10.1
Guaranteed Amount	6A.2
Hyatt Vacation Club	2.5
Hypothecation Loan	8.8
Initial Advance	6A.2
Partnership Interest	10.1
Permitted. Transferee	10.1

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Profit Participation	6A.1
Recourse Amount	8.8
Regulatory Allocations	5.3
Section 704(c) Tax Items	5.5
Spottswood Affiliate(s)	8.9
Spottswood. Shareholders	8.9
Tax Items	5.5
Tax Matters Partner	8.6
Transfer	10.1

1.3Exhibit. Etc, References to an “Exhibit” or a “Schedule” are, unless otherwise specified, to one of the Exhibits or Schedules attached to this Agreement, and references to an “Article” or a “Section” are, unless otherwise specified, to one of the Articles or Sections of this Agreement.

ARTICLE II

Organization of Partnership

2.1Organization of Partnership. The Partners do hereby agree to and do hereby establish the Partnership as a limited partnership under and pursuant to the provisions of the Act and all other pertinent laws of the State of Florida for the purposes and upon the terms and conditions hereinafter set forth. The Partners agree that the rights and liabilities of the Partners shall be as provided in the Act except as otherwise herein expressly provided.

2.2Documents. Promptly upon the execution and delivery hereof, the Partnership shall cause a certificate of limited partnership (the “Certificate of Limited .Partnership”) and such other notices, instruments, documents or certificates as may be required by applicable law and which may be necessary to enable the Partnership to conduct its business and to own its properties under the Partnership name, to be filed or recorded in all appropriate public offices.

2.3Name. The business of the Partnership shall be Conducted under the name of “Key Wester Limited” or such other name as the General Partner may select.

2.4Character of the Business. The business and purpose of the Partnership shall be:

(a)To acquire the Property pursuant to the Contract, as assignee of Key West Vacation Company, together with all real or personal property, tangible and intangible, related thereto;

(b)To undertake the construction of the Project on the Property with the purpose of creating a 92 or more unit, first class, luxury timeshare project, all in compliance with applicable governmental regulations;

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(c)To assume and/or obtain financing and/or equity funds in order to acquire, develop and operate the Project and any other property acquired by the Partnership pursuant to this Agreement;

(d)To sell, lease, sublease, exchange or otherwise dispose of, or refinance or additionally finance, all or any portion of the Partnership’s interest in the Property, the Project or any other property acquired by the Partnership in accordance with the terms and provisions of this Agreement;

(e)To perform all of its obligations under all agreements to which the Partnership is a party; and

(f)Except as otherwise set forth herein. to conduct any and all: other activities as may be necessary or desirable to carry out the purposes set forth above.

As part of the Partnership’s undertaking of the Project, the Partnership will enter into the agreements described herein, as well as enter into a Resort Affiliation Agreement with an affiliate of the General Partner, some of which agreements are, being entered into  concurrently with the execution of this Agreement. The Partnership shall not engage in any other business without the approval of all of the Partners.

2.5Scope. The purpose, authority and scope of the Partnership shall extend no further than the purposes set forth in Section 2.4. This Agreement shall not be deemed or construed to create a relationship between any of the Partners or any of them with respect to any activities whatsoever except for those activities required for the accomplishment of the Partnership’s purposes and business as specified in Section 2.4. The Partners acknowledge that by virtue of this Agreement, the Partnership shall not have any right with respect to the acquisition, development and operation of any property other than the Project and that although the Project will be affiliating with a vacation club owned by an affiliate of the General Partner (the “Hyatt Vacation Club”), neither the Partnership nor the Limited Partners will have any rights in onto the Hyatt Vacation Club or any aspect thereof except as is expressly set forth in the Resort Affiliation Agreement referred to in the paragraph immediately following subsection 2.4(f).

2.6Location of the Principal Place of Business The location of the principal place of business of the Partnership shall be at 600 Front Street, Suite B-7, Key West, Florida 33040, or such other location as shall be selected from time to time by the General Partner in its sole and absolute discretion.

2.7Registered Agent and Registered Office. The Registered Agent of the Partnership shall be Robert Webb, or such other. Person as the General Partner may select in its sole discretion. The Registered Office of the Partnership shall be do Baker & Hostetler, 200 South Orange Ave., 2300 Sun Bank Center, Orlando, FL 32801, or such other location as the General Partner may select in its sole and absolute discretion.

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ARTICLE III

Term

3.1Commencement. The Partnership shall commence business as a limited partnership upon the filing of the Certificate of Limited Partnership.

3.2Termination The Partnership shall continue until terminated upon the occurrence of the earliest of the following events:

(a)The dissolution: termination, removal or bankruptcy of the General Partner;

(b)The affirmative decision of the General Partner and the Limited Partners during the term of the Partnership to terminate the Partnership;

(c)Termination required by operation of law; or

(d)December 31, 2100.

ARTICLE IV

Contributions to Capital: Acquisition of Property

4.1Capital Contributions. On or prior to the Land Closing Date, the General Partner shall make a cash Capital Contribution of $2.000,000. Concurrently with the execution hereof, KWVC, as a Limited Partner, shall cause Key West Vacation Company to effect the assignment and transfer referred to in Section 4.2. For purposes hereof, the value of KWVC’s Capital Contributions shall be deemed to be $1.00. The Partners shall not be obligated to contribute any additional amounts to the Partnership.

4.2Acquisition of the Property.

(a)Concurrently with the execution hereof, Key West Vacation Company will, on behalf of KWVC, assign, transfer and contribute to the Partnership and the Partnership will acquire all of Key West Vacation Company’s rights and interest in, to and under the Contract, free and clear of any encumbrances. Simultaneously with the assignment, transfer and contribution of the Contract, the Partnership shall reimburse KWVC for all of KWVC’s or Key West Vacation Company’s reasonable out-of-pocket costs and expenses, including legal fees and disbursements incurred in connection with the negotiation, execution and delivery of the Contract, and earnest money posted by Key West Vacation Company. Notwithstanding the foregoing, the Partnership shall not have any obligation to pay any portion of any brokerage commission which is payable to KWVC or Key West Vacation Company as a participating broker. From and after the date hereof, KWVC will assist the Partnership in acquiring title to the Property pursuant to the Contract, including the satisfaction of all conditions precedent thereunder.

(b)In connection with the assignment of the Contract to the Partnership pursuant to subsection (a) of this Section, the Partnership shall assume, and hereby agrees to pay,

9

perform and discharge, all of the debts, liabilities and obligations (whether for the payment of money or otherwise) of Key West Vacation Company arising from and after the date of such assignment under or pursuant to the Contract. The Partnership hereby agrees to indemnify Key West Vacation Company and hold Key West Vacation Company harmless from and against any and all loss, liability, damage and expense, including attorneys’ fees and expenses, incurred or sustained by Key West Vacation Company by reason of the failure of the Partnership to perform or fulfill its obligations pursuant to this subsection 4.2(b). except for any loss, liability, damage or expense incurred or sustained as a result of Key West Vacation Company’s breach or failure to perform any of its obligations under the Contract which are required to be performed prior to the date hereof.

(c)Key West Vacation Company and KWVC hereby represent and warrant to the Partnership and the General Partner that:

(i)Key West Vacation Company has not sold, conveyed, assigned or created in any person or entity any right, title or interest whatsoever in or to the Contract or the Property:

(ii)Key West Vacation Company has performed all obligations required to be performed by it prior to the date hereof under the Contract and such Contract is in full force and effect;

(iii)Key West Vacation Company has provided the General Partner with a true. complete and accurate copy of the Contract, including all amendments thereto;

(iv)To the best of their knowledge, there is no material default under the Contract by either party thereto which has not been entirely cured prior to the date hereof; and

(v)To the best of their knowledge, there does not exist any fact or event, actual or contemplated, which would materially and adversely affect the construction of the Project, the operation of the Project or the marketing and sale of timeshare interests in the Project.

(d)The Partnership will purchase the Property pursuant to the Contract and pay, perform and discharge all of Key West Vacation Company’s obligations thereunder which accrue from and after the date of the assignment thereof to the Partnership.

4.3No Third Party Beneficiary. No creditor or other third party having dealings with the Partnership shall have the right to enforce the right or obligation of any Partner to make Capital Contributions or to pursue any other right or remedy hereunder or at law or in equity, it being understood and agreed that the provisions of this Agreement shall be solely for the benefit of, and may be enforced solely by, the parties hereto and their respective successors and assigns.

4.4No Interest: No Return. Except as provided herein, no Partner shall be entitled to interest on any Capital Contribution to the Partnership or on such Partner’s Capital Account.

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Except as provided herein, no Partner shall have any right to demand or receive the return of its Capital Contribution to the Partnership.

ARTICLE V

Allocations of Net Income and Net Loss. Etc.

5.1Allocation of Net Income and Net Loss.

(a)Net Income. After giving effect to the, allocations set forth in Sections 5.2 and 5.3 and except as otherwise provided herein, Net Income for any fiscal year or other applicable period shall be allocated: (i) 100% to the General Partner to the extent of losses allocated to the General Partner pursuant to Section 5.1(b)(ii); (ii) 100% to the General Partner until the income allocated pursuant to this Section 5.1(a)(ii) equal the amount of cash necessary to provide the General Partner with the Pritzker Preferred Return, and (iii) 99.9999999999% to the General Partner and .0000000001% to KWVC.

(b)Net Loss. After giving effect to the allocations set forth in Sections 5:2 and 5.3 and except as otherwise provided herein, Net Loss of the Partnership for each fiscal year or other applicable period shall be allocated: (i) 99.9999999999% to the General Partner and .0000000001% to KWVC to the extent of any income allocated in Section 5(a)(iii); and (ii) 100% to the General. Partner.

5.2Special Allocations.

Notwithstanding any provisions of Section 5.1, the following special allocations shall be made in the following order:

(a)Minimum Gain Chargeback (Nonrecourse Liabilities). If there is a net decrease in Partnership Minimum Gain for any Partnership fiscal year (except as a result of the conversion or refinancing of any Nonrecourse Liabilities, certain capital contributions, or a revaluation of the Partnership property as further outlined in Regulation Section 1.704-2(d)(4), (f)(2); or (f)(3)), each Partner shall be specially allocated items of Partnership income and gain for such year (and, if necessary, subsequent years) in an amount equal to that Partner’s share of the net decrease in Partnership Minimum Gain, The items to be so allocated shall be determined in accordance with Regulation Section 1.704-2(f). This Section 5.2(a) is intended to comply with the minimum gain chargeback requirement in said section of the Regulations and shall be interpreted consistently therewith. Allocations pursuant to this paragraph shall be made in proportion to the respective amounts required to be allocated to each Partner pursuant hereto.

(b)Minimum Gain Attributable to Partner Nonrecourse Debt. If there is a net decrease in Minimum Gain Attributable to Partner Nonrecourse Debt during any fiscal year (other than due to the conversion, refinancing or other change in the debt instrument causing it to become partially or wholly non-recourse, certain capital contributions, or certain revaluations of Partnership property as further outlined in Regulation Section 1.704-2(i)(4)), each Partner shall

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be specially allocated items of Partnership income and gain for such year (and, if necessary, subsequent years) in an amount equal to that Partner’s share of the net decrease in the Minimum Gain Attributable to Partner Nonrecourse Debt. The items to be so allocated shall be determined in accordance with Regulation Section 1.704-2(i)(4) and (j)(2). This Section 5.2(b) is intended to comply with the minimum gain chargeback requirement with respect to Partner Nonrecourse Debt contained in said section of the Regulations and shall be interpreted consistently therewith. Allocations pursuant to this paragraph shall be made in proportion to the respective amounts required to be allocated to each Partner pursuant hereto.

(c)Qualified Income Offset. In the event that any Limited Partner unexpectedly receives any adjustments allocations or distributions described in Regulation Section 1.704-1(b)(2)(ii)(d)(4), (5), or (6), and such Limited Partner has an Adjusted Capital Account Deficit items of Partnership income and gain shall be specially allocated to such Partner in an amount and manner sufficient to eliminate the Adjusted. Capital Account Deficit as quickly as possible. This Section 5.2(c) is intended to constitute a “qualified income offset” under Regulation Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith.

(d)Nonrecourse Deductions. Nonrecourse Deductions for any fiscal year or other applicable period shall be specially allocated to the Partners in accordance with their respective Percentage Interests.

(e)Partner Nonrecourse Deductions. Partner Nonrecourse Deductions for any fiscal year or other applicable period shall be specially allocated to the Partner that bears the economic risk of loss for the debt (i.e., the partner nonrecourse debt) in respect of which such Partner Nonrecourse Deductions are attributable (as determined under Regulation Section 1.704-2(b)(4) and (i)(1).

(f)Section 754 Basis Adjustments. To the extent an adjustment to the adjusted tax basis of any Partnership asset pursuant to Sections 732, 734 or 743 of the Code is required, pursuant to Regulation Section 1.704-1(b)(2)(iv)(m), to be taken into account in determining Capital Accounts, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such gain or loss shall be specially allocated to the Partners in a manner consistent with the manner in which their Capital Accounts are required to be adjusted pursuant to said section of the Regulations.

(g)General Partner Allocations. Notwithstanding anything contained in Section 5.1 to the contrary, the General Partner shall be allocated not less than one percent (1%) of Net Income or Net Loss, as the case may be, during all fiscal periods.

5.3Curative Allocations. Notwithstanding any other provisions of this Article V to the contrary (other than the Regulatory Allocations, as defined below, and Section 5.5 hereof), the allocations (the “Regulatory Allocations”) set forth in Section 5.2 (save subparagraphs (d) and (f)) shall be taken into account in allocating other items of income, gain, loss, and deduction among the Partners so that, to the extent .possible, the cumulative net amount of allocations of Partnership items under this Article V shall be equal to the net amount that would have been allocated to each

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Partner if the Regulatory Allocations had not occurred. This Section 5.3 is intended to minimize to the extent possible and to the extent necessary any economic distortions which may result from application of Section 1.704-1(b) of the Regulations and shall be interpreted in a manner consistent therewith.

5.4Other Allocation Rules. Except as otherwise provided in this Agreement.  All items of Partnership income, gain, loss, deduction, and any other allocations for any fiscal year or other applicable period shall be divided among the Partners in the same proportions as they share Net Income or Net Loss, as the case may be for the year.

5.5Tax Allocations.

(a)Generally. Subject to paragraphs (b) and (c) hereof, items of income, gain. Loss, deduction and credit to be allocated for income tax purposes (collectively, “Tax Items”) shall be allocated among the Partners on the same basis as the respective book items.

(b)Sections 1245/1250 Recapture. If any portion of gain from the sale of property is treated as gain which is ordinary income by virtue of the application of Code Sections 1245 or 1250 (“Affected Gain”), then (A) such Affected Gain shall be allocated among the Partners in the same proportion that the depreciation and amortization deductions giving rise to the Affected Gain were allocated and (B) other Tax Items of gain of the same character that would have been recognized, but for the application of Code Sections 1245 and/or 1250, shall be allocated away from those Partners who are allocated Affected Gain pursuant to Clause (A) so that, to the extent possible, the other Partners are allocated the same amount, and type, of capital gain that would have been allocated to them had Code Sections 1245 and/or 1250 not applied. For purposes hereof, in order to determine the proportionate allocations of depreciation and amortization deductions for each fiscal year or other applicable period, such deductions shall be deemed allocated on the same basis as Net Income and Net Loss for such respective period.

(c)Allocations Respecting Section 704(c) and Revaluations; Curative Allocations Resulting from the Ceiling Rule. Notwithstanding paragraph (b) hereof, Tax Items with respect to Partnership property that is subject to Code Section 704(c) and/or Regulation Section 1.704-1(b)(2)(iv)(1) (collectively “Section 704(c) Tax Items”) shall, to the extent so required, be allocated in accordance with said Code section and/or Regulation Section 1.704-1(b)(4)(i), as the case may be. The allocation of Tax Items shall be subject to the ceiling rule stated in Regulation Section 1.704-1(c)(2)(i). The General Partner is authorized to specially allocate Tax Items (other than the Section 704(c) Tax Items) to cure for the effect of the ceiling rule.

ARTICLE VI

Project Distributions

6.1Project Distributions. Distributable Cash Flow for the Project shall be distributed at such times as shall be determined by the General Partner(but not less frequently than quarterly) (a) first, pro rata to the Partners to the extent of their respective Capital Contributions: (b) next, 100% to the General Partner until the General Partner has received the Pritzker Preferred Return; and (c) next 99.9999999999% to the General Partner and .0000000001% to KWVC.

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6.2Pritzker Preferred Return. As between the General Partner and KWVC, in the event that the General Partner’s Capital contribution with respect to the Project exceeds twenty percent (20%) of the Project’s aggregate cash. requirements (such excess, the “Deemed Loan Portion”). including cash requirements for acquisition and development and funding the sale of Timeshare Interests, the Deemed Loan Portion shall be recharacterized, and all monies received by the General Partner pursuant to Section 6.1 hereof shall be applied, as follows:

(a)the General Partner shall be entitled to receive the Pritzker Preferred Return on such portion of its Capital Contribution as equals twenty percent (20%) of the Project’s aggregate cash requirements (the “Deemed Equity Portion”), including cash requirements for acquisition and development and funding the sale of Timeshare Interests, until the Pritzker Preferred Return has been paid in full.

(b)The Deemed Loan Portion:

(i)shall be recharacterized as debt, which shall be allocated between acquisition and development costs (a “Deemed A&D Loan”) and funding for the sale of Timeshare Interests (a “Deemed Hypothecation Loan”), in the manner hereafter set forth. Such debt shall (A) bear interest at the rate (or blended rate) equal to the rate(s) on any actual debt financing for the Project, if any, then in place for such purpose, or, if no such debt financing then exists, at the prime rate of interest in effect from time to time established by The First National Bank of Chicago, and (B) be amortized over a period calculated in accordance with Section 6.2(c) hereof, with respect to a Deemed A&D Loan, or amortized over a seven (7) year period, with respect to each advance of a Deemed Hypothecation Loan; and

(ii)shall not be deemed a Capital Contribution for the purposes of determining the Pritzker Preferred Return.

(c)As monies are distributed to the General Partner pursuant to Section 6.1(b) hereof (each such date that monies are so distributed, a “Distribution Date”) with respect to the Project, the General Partner shall allocate such monies for the Project as follows:

(i)In the event that such distribution occurs prior to the date that any Timeshare Interests in the Project have been sold and closed. the Deemed Loan Portion shall be deemed to be entirely a Deemed A&D Loan which has not yet amortized any principal, and the General Partner shall allocate an amount equal to the interest which is deemed to have accrued on such Deemed A&D Loan and has not theretofore been deemed repaid from prior distributions pursuant to Section 6.1 hereof to payment of such deemed interest with the excess of such monies, if any, applied to pay the Pritzker Preferred Return and reduce the Deemed Equity Portion, until such time as the Pritzker Preferred Return has been paid in full.

(ii)In the event that such distribution occurs after the date that any Timeshare Interests in the Project have been sold and closed, but prior to the time in which all Timeshare Interests have been sold and closed and the Deemed A&D

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Loan has been deemed repaid in full in accordance with this subsection (c)(ii). the General Partner shall allocate such monies as follows:

(A)the General. Partner shall first allocate an amount equal to. the Timeshare Interest release prices for the Deemed A&D Loan for all Timeshare Interests sold and closed prior to that Distribution Date which have not theretofore been deemed repaid from prior distributions pursuant to Section 6.1(b) hereof to payment of such release prices;

(B)if any monies remain, the General Partner shall next allocate: an amount equal to the interest which is deemed to have accrued on such Deemed A&D Loan and has not theretofore been deemed repaid from prior distributions pursuant to Section 6.1(b) hereof to payment of such deemed interest;

(C)with respect to each sale of a Timeshare Interest in which the purchaser thereof has entered into a consumer end loan with the Partnership and with respect to which the portion of the Deemed A&D Loan relating thereto has been deemed repaid and released in accordance with the provisions of this subsection (c)(ii), the General Partner shall be deemed to have made a Deemed Hypothecation Loan to the Partnership at the time of the sale of such Timeshare Interest in an amount equal to 90% of such consumer end loan and, if any monies remain after allocations pursuant to subsections (c)(ii)(A) and (B) of this Section 6.5, the General Partner shall next allocate an amount equal to the aggregate of the amount of amortized principal and accrued interest then due which has not theretofore been deemed repaid from prior distributions pursuant to Section 6.1 hereof to payment of such deemed principal and interest: and

(D) the General Partner shall next allocate any remaining monies, if any, to, pay the Pritzker Preferred Return and reduce the Deemed Equity Portion, until such time as the Pritzker Preferred Return has been paid in full.

The amortization period for a Deemed A&D Loan shall be determined in good faith by the General Partner and KWVC based on reasonable unit week release prices for Timeshare Interests which would be sufficient to fully payoff such Deemed A&D Loan (if it were an actual A&D Loan) over the period of sales of Timeshare Interests; provided, however, that notwithstanding any such period, the Deemed A&D Loan will be deemed to have matured and be due in full upon the sale of all of the Timeshare Interests for such Qualifying Project.

(iii)In the event that such distribution occurs after the date on which all Timeshare Interests in the Project have been sold and closed and the Deemed A&D Loan has been paid in full, the Deemed Loan Portion shall be deemed to be entirely a Hypothecation Loan made in accordance with the provisions of Section

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6.2(c)(ii)(C) hereof and the General Partner shall allocate an amount equal to the aggregate of the amount of amortized principal and accrued interest then due with respect to such Hypothecation Loan which has not theretofore been deemed repaid from prior distributions .pursuant to Section 6.1 hereof to payment of such deemed principal and interest, with the excess of such monies, if any, applied to pay the Pritzker Preferred Return and reduce the Deemed Equity Portion, until such time as the Pritzker Preferred Return has been paid in full.

(iv)In the event that such distribution occurs after the date on which all Timeshare Interests in the Project have been sold and closed and the Deemed A&D Loan and the Deemed Hypothecation Loan have each been paid in full, the General Partner shall allocate all ‘such monies to pay the Pritzker Preferred Return and reduce the Deemed Equity Portion, until such time as the Pritzker Preferred Return has been paid in full.

(d)In the event that, following recharacterization of a Deemed Loan Portion as herein set forth, the Partnership thereafter obtains (i) an actual A&D Loan from a third party, the proceeds of any such actual loan, to the extent distributed to the General Partner, shall first be deemed to have been used to payoff or paydown the Deemed A&D Loan, prior to being used to pay any of the Pritzker Preferred Return, and (ii) an actual Hypothecation Loan from a third party, the proceeds of any such actual loan, to the extent distributed to the General Partner, shall first be deemed to have been used to payoff or paydown the Deemed Hypothecation Loan, prior to being used to pay any of the Pritzker Preferred Return.

6.3Sale of the General Partner’s Interest. In the event that the General Partner shall sell all or any part of its Percentage Interest in the Partnership to a Person which is not comprised of Pritzker Ownership or, its Affiliates, amounts shall be distributed to KWVC as follows:

(a)In the event that such sale is a sale of the General Partner’s entire Percentage interest in the Partnership, (i) the Project shall, upon such sale, cease to be deemed to be a “Qualifying Project” under the Master Agreement, (ii) the net proceeds of such sale (after deducting the General Partner’s reasonable expenses incurred in connection therewith, including without limitation attorneys’ fees and brokerage fees and commissions, if any) shall be deemed a distribution to the General Partner pursuant to Section 6.1(c) hereof and KWVC shall be entitled to its Profit Participation with respect thereto, if any, and (iii) from and after the date of such sale, KWVC shall no longer be entitled to any Profit Participation hereunder (other than as set forth in the immediately preceding subsection (ii)).

(b)In the event that such sale is not a sale of the General Partner’s entire Percentage Interest in the Partnership, (i) the Project shall, from and after such sale, continue to be deemed to be a “Qualifying Project” under the Master Agreement, (ii) the net proceeds of such sale (after deducting the General Partner’s ‘reasonable expenses incurred in connection therewith, including without limitation attorneys’ fees and brokerage fees and commissions, if any) shall be deemed a distribution to the General Partner pursuant to Section 6.1 hereof and KWVC shall be entitled to its Profit Participation with respect thereto, if any, and (iii) from and after the date of such sale, KWVC shall continue to be entitled to Profit Participation hereunder, if any; with

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respect to any Distributable Cash Flow distributed to a General Partner to the extent such General Partner is comprised of Pritzker Ownership.

ARTICLE VIA

Profit Participation to KWVC

6A.IProfit Participation. Solely out of amounts which the General Partner has received pursuant to Section 6.1(c) hereof, fifty percent (50%) of all such amounts hereof relating to such period of time shall be paid by the General Partner to KWVC (the “Profit Participation”) as a fee. Notwithstanding anything set forth herein to the contrary, payment of KWVC’s Profit Participation set forth herein shall be deemed to be a distribution of “Profit Participation” (as defined in the Master Agreement) from a Qualifying Project and shall not be treated as a share of partnership income. Notwithstanding anything set forth in the Master Agreement to the contrary, KWVC’s Profit Participation with respect to the Project shall be paid solely under the terms of this Agreement, and not the Master Agreement. Such right to distributions, if any, is personal to KWVC and, notwithstanding anything set forth herein to the contrary, (a) may not be assigned by KWVC, and (b) shall not inure to the benefit of any other Limited Partner, if any. In the event of any conflict between the provisions of this Agreement and the Master Agreement, the provisions of this Agreement shall control. Notwithstanding any provisions of the Master Agreement to the contrary, Key West Vacation Company shall not be entitled to any Profit Participation under the Master Agreement with respect to the Project, and payments of Profit Participation to KWVC hereunder shall, for all purposes of the Master Agreement, be deemed payments to Key West Vacation Company.

6A.2 Guaranteed Amount. Pursuant to the provisions of the Master Agreement, HVOI has heretofore advanced the sum of One Million and No/100 Dollars ($1,000,000.00) to KWVC (the “Initial Advance”) against KWYC’s Profit Participation set forth in Section 10.02 of the Master Agreement for the five (5) year period commencing on September 20, 1996 and expiring on September 19, 2001. All amounts paid to KWVC pursuant to Section 6A.1 shall be applied in accordance with the provisions of Section 10.03 of the Master Agreement towards the “Guaranteed Amount” (as defined in the Master Agreement): All Profit Participation hereunder shall be subject to the deductions therefrom set forth in Section 10:03 of the Master Agreement. Notwithstanding anything set forth herein to the contrary, in the event of any breach by Robert A. Spottswood, a shareholder of Key West Vacation Company, of any provision of Section 8 or 9 of the Consulting Agreement, KWVC shall no longer be entitled to receive any further Profit Participation hereunder and the provisions of Section 1.3 of the Master Agreement shall govern any potential remittance by KWVC or Key West Vacation Company of Profit Participation theretofore received. For all purposes of the Master Agreement, amounts received by KWVC hereunder shall be deemed to have been received by Key West Vacation Company thereunder.

6A.3 Right to Inspect. Not more often than twice in any twelve (12) month period, KWVC shall have the right to inspect the books and records of the Partnership to verify the computation of the Profit Participation, upon not less than ten (10) prior days written notice to the General Partner. Any such inspection shall take place at a location designated by the General Partner and shall not unreasonably interfere with the business of the Partnership.

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ARTICLE VII

Records, Reports and Accounting

7.1Books of Account. At all times during the continuance of the Partnership, the General Partner shall cause proper and true books of account to be kept, such books of account to be of the types usually kept by Persons engaged in a business of a like kind and character. In addition, the Partnership shall keep all records as required to be kept pursuant to the Act. The books and records of account shall be kept at the principal office of the Partnership, and each Partner shall at all reasonable times have access to such books and records and the right to inspect the same.

7.2Annual Statements. The Partnership’s books of account shall be closed promptly after the end of each fiscal year. Promptly thereafter, a written report shall be made to each Partner by the General Partner, which may include a balance sheet of the Partnership as of the end of such year. a statement of income and expenses for such year, a statement of Partners’ Capital Accounts and such statements with respect to the status of the Partnership and allocation of Net Income or Net Loss and distributions thereof as shall be necessary to advise all Partners properly about their investment in the Partnership for federal income tax reporting purposes.

ARTICLE VIII

Rights, Duties and Restrictions of  the General Partner; Non-Compete

8.1Powers and Duties of General Partner. The General Partner shall be responsible for the management of the Partnership’s business and affairs and shall devote such time and effort to the Partnership as it shall deem reasonably necessary. Except as otherwise herein expressly provided, the General Partner shall have, and is hereby granted, full and complete power, authority and discretion to take such action for and on behalf of the Partnership and in its name as the General Partner shall, in its sole and absolute discretion; deem necessary or appropriate to carry out the purposes for which the Partnership was organized.

8.2Duties and Conflicts. The General Partner shall not be obligated to devote any time or efforts to the business and activities of the Partnership. Each Partner recognizes that each other Partner has or may have other business interests, activities and investments, some of which may be in conflict or competition with the business of the Partnership, and that each Partner is entitled to carry on such other business interests, activities and investments. Each Partner may engage in any activities whether or not competitive with the Partnership, without any obligation to offer any interest in such activities to the Partnership or to any Partner.

8.3Authority of the General Partner. Nothing herein contained shall impose any obligation on any Person or firm doing business with the Partnership to inquire as to whether or not the General Partner has properly exercised its authority in executing any instrument on behalf of the Partnership, and any such third Person shall be fully protected in relying upon such authority.

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8.4Additional Partners. Additional partners may be admitted to the Partnership only with the prior written consent of the General Partner.

8.5Waiver and Indemnification. Neither the General Partner nor any Person acting on its behalf. pursuant hereto, shall be liable, responsible or accountable in damages or otherwise to the Partnership or to any Partner for any acts or omissions performed or omitted to be performed by them within the scope of the authority conferred upon the General Partner by this Agreement and the Act. The Partnership shall and hereby does, indemnify and hold harmless the General Partner and its affiliates and any individual acting on their behalf from any loss, damage, claim or liability including, but not limited to. attorneys’ fees and expenses incurred by them by reason of any act performed by them in accordance with the standards set forth above or in enforcing the provisions of this indemnity; provided, however, no Partner shall have any personal liability with respect to the foregoing indemnification liabilities, any such indemnification to be satisfied solely out of the assets of the Partnership, it being understood and agreed that a deficit balance in the Capital Account of a Partner shall not be deemed an asset of the Partnership for purposes hereof. Both the Partnership and KWVC waive any claim against the General Partner for negligence or breach of fiduciary duty, to the maximum extent permitted.

8.6Tax Matters Partner. The General Partner is hereby designated as the Tax Matters Partner of the Partnership under Subchapter C of Chapter 63 as contained in subtitle F of the Code, and as such is herein referred to as the “Tax Matters Partner.” All elections permitted to be made by the Partnership under the Code shall be made in the discretion of the Tax Matters Partner.

8.7“Hyatt”. The Limited Partners hereby acknowledge that the name “Hyatt” and any term or phrase including the word “Hyatt” are the exclusive property of Affiliates of the General Partner, and use of such name in connection with the Project shall be pursuant to a license agreement. Under no circumstances shall any event, default, act or omission confer upon the Limited Partners, the Partnership, or any other person, the right to use any such terms Or names in connection with the Project, the Partnership, or otherwise, except as expressly provided in the Resort Affiliation Agreement to be entered into between the Partnership and the Hyatt Vacation Club, and subject to the terms and conditions provided therein and herein. In the event of any breach of such covenants, the General Partner shall be entitled to damages, to relief by injunction, and to another available legal rights and remedies and this provision shall be deemed to survive the expiration or sooner termination of the term of the Partnership.

8.8Project Financing.

(a)The Partnership shall obtain acquisition and development financing for the Project (any such financing, an “A&D Loan”) and hypothecation financing for the Project’s timeshare receivables (any such financing, a “Hypothecation Loan”), to the extent determined by the General Partner to be necessary or desirable. The party providing any such financing (regardless of whether such party is Pritzker Ownership, art Affiliate of Pritzker Ownership, or a third party unaffiliated with Pritzker Ownership) shall be entitled to receive whatever return is established in the instruments evidencing such financing, subject, however, to the provisions of Section 8.8(b). In the event the Partnership obtains financing with respect to the Project from a third party unaffiliated with Pritzker Ownership which requires, as a condition to such financing,

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that Pritzker Ownership guarantee all or a portion of the amount financed (such guaranteed portion, the “Recourse Amount”), Pritzker Ownership shall be entitled to receive an annual fee equal to two percent (2%) of the Recourse Amount, which fee shall be a deduction from Distributable Cash Flow, provided that (i) the Pritzker Ownership which would have given such guarantee has assets, other than its interest in the Project, sufficient to back up such a guarantee, (ii) the Recourse Amount is a substitute for equity of the General Partner in the Project, and (iii) the Recourse Amount upon which such fee is calculated shall be limited to an amount that would otherwise have been required as such equity.

(b)For so long as the General Partner is comprised of Pritzker Ownership, the General Partner shall have the right, but not the obligation, to have Pritzker Ownership provide any such financing to the Project (either itself or through an Affiliate) so long as Pritzker Ownership first obtains from a third party lender which is not an Affiliate of Pritzker Ownership a quote for such financing, and so long as the economic terms of such financing are no less favorable to the Partnership with respect to principal amount, interest, amortization, maturity date, loan covenants, expenses and recourse than the Partnership could obtain from a third party lender which is not an Affiliate of Pritzker Ownership. In the event the General Partner elects to have Pritzker Ownership or an Affiliate thereof provide financing with respect to the Project on such terms. and such financing, if obtained from a third party unaffiliated with Pritzker Ownership, would have required that, as a condition to such financing, Pritzker Ownership guarantee the Recourse Amount, Pritzker Ownership shall be entitled to receive an annual fee equal to two percent (2%) of the Recourse Amount, which fee shall be a deduction from Distributable Cash Flow, provided that (1) the Pritzker Ownership which would have given such guarantee has assets, other than its interest in the Project, sufficient to back up such a guarantee, (ii) the Recourse Amount is a substitute for equity of the General. Partner in the Project, and (iii) the Recourse Amount upon which such fee is calculated shall be limited to an amount that would otherwise have been required as such equity.

8.9Non-Compete. Notwithstanding any provisions of this Agreement, (a) neither KWVC, any of the shareholders of KWVC, Key West Vacation Company, any of the shareholders of Key West Vacation Company, nor any affiliate of any such shareholder (each; a “Spottswood Affiliate” and collectively, the “Spottswood Affiliates”) shall become involved, whether as a partner, shareholder, officer, director or employee or otherwise, in any other timeshare development in the City of Key West, Florida, prior to the Partnership and Beach House Development Partnership achieving aggregate sales of interval vacation weeks in the Project and Beach House of $72,000,000, (b) after the Partnership and the owner of Beach House achieves $72,000,000 of aggregate sales of interval vacation weeks in the Project and Beach House and until a Substantial Sell-Out of the Project, none of the Spottswood Affiliates shall become involved, whether as a partner, shareholder, officer, director or employee or otherwise, in any other timeshare development in the City of Key West, Florida, unless such Spottswood Affiliate(s) first offer to the General Partner, or to any affiliate of the General Partner designated by the General Partner, the right to participate with the Spottswood Affiliate(s) in such timeshare development on an equal basis with the Spottswood Affiliate(s) as to equity investment, financing and control, and (c) after the Partnership and Beach House Development Partnership achieves $72,000,000 of aggregate sales of interval vacation weeks in the Project and Beach House and after a Substantial Sell-Out of the Project neither the General Partner nor any affiliate of the

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General Partner shall have any right to such participation in any timeshare development in Key West. Florida in which any of the Spottswood Affiliates are involved in any capacity. The KWVC and Key West Vacation Company shareholders whose signatures appear in a joinder at the end of this Agreement (the “Spottswood Shareholders”) shall give written notice to the General Partner prior to any Spottswood Affiliate undertaking or committing to undertake any new development or acquisition of any project as to which the General Partner has a participation right under this Section, which notice shall contain a sufficient amount of the information available to the Spottswood Shareholders as would reasonably enable the General Partner to reach an informed decision as to whether or not to elect to participate the right of the General Partner or an affiliate of the General Partner to participate therein must be exercised by a written notice to the Spottswood Shareholders given within 30 days after the General Partner’s receipt of such notice from the Spottswood Shareholders.

8.10Development. On the Land Closing Date, the General Partner shall cause the Partnership to enter into a Development Agreement, substantially in the form of Exhibit “C” hereto, with KWVC or an Affiliate thereof, with respect to the design and construction of the Project.

8.11Reimbursement of the General Partner. The Partnership shall reimburse the General Partner for all third party costs and expenses incurred by it in the performance of its services as General Partner hereunder.

8.12Fees to Affiliates. The parties acknowledge that Affiliates of the General Partner shall be providing services to the Partnership under separate agreements to be entered into from time to time as contemplated by and in accordance with the Master Agreement, and pursuant to such agreements, the Partnership shall pay certain fees to such Affiliates, including without limitation sales and marketing fees, administrative services fees, licensing fees, and development fees. In addition, the .Partnership shall pay a .fee to an Affiliate of the General Partner pursuant to a separate property management agreement for management of the Project and the Project owners’ association and its amenities and of the Project’s condominium owners’ association.

ARTICLE IX

Dissolution, Liquidation and Winding-Up

9.1Accounting. In the event of the dissolution, liquidation and winding-up of the Partnership, a proper accounting (which need not be certified) shall be made of the Capital Account of each Partner and of the Net Income or Net Loss of the Partnership from the date of the last previous accounting to the date of dissolution.

9.2Distribution on dissolution. In the event of the dissolution and liquidation of the Partnership for any reason, the assets of the Partnership shall be liquidated for distribution in the following rank and order:

(a)Payment of creditors of the Partnership (other than Partners) in the order of priority as provided by

law;

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(b)Establishment of reserves to provide for contingent liabilities, if any;

(c)Payment of debts of the Partnership to Partners, if any, in the order of priority provided by law;

and

(d)the manner set forth in Section 6.1.

Whenever the Liquidating Trustee reasonably determines that any reserves established pursuant to subsection (b) above are in excess of the reasonable requirements of the Partnership, the amount determined to be excess shall be distributed to the Partners in accordance with the provisions of this Section 9.2.

9.3Obligation of General Partner to Restore Deficit Capital Account Balance.  If, upon dissolution and termination of the Partnership, the General Partner has a deficit Capital Account balance and one or more other Partners have a positive Capital Account balance, such General Partner shall have no obligation to contribute to the Partnership an amount attributable to the deficit balance in such General Partner’s Capital Account.

9.4Sale of Partnership Assets. To the extent that it is required to pay or provide for payment of Partnership debts, the .Liquidating Trustee may, without the consent of the Partners; sell Partnership property. The Liquidating Trustee shall in good faith solicit bids from unrelated third parties and obtain independent appraisals before making any sale that has not been consented to by all of the Partners. Subject to the foregoing, all sales, leases, encumbrances or transfers of Partnership assets shall be made by the Liquidating Trustee solely on an “arms-length” basis and on the best price, terms and conditions reasonably available at the time and under the circumstances.

9.5Nonrecourse Debt. With respect to any nonrecourse debt of the Partnership, the obligation, if any, of the General Partner to restore the deficit balance in its Capital Account shall not be deemed an asset of the Partnership available for the payment of such nonrecourse debt to the holder thereof.

9.6Payments to KWVC. If the General Partner receives amounts under Section 9.2(d) attributable to payments described in Section 6.1(c), the General Partner will be obligated, to the extent provided by Article VIA, to make payments to KWVC of the Profit Participation.

ARTICLE X

Transfer of Partnership Interests

10.1Restriction on Transfer. The Limited Partners hereby covenant and agree that the Limited Partners and ‘the shareholders thereof shall not, directly or indirectly, sell, exchange, assign, convey, give away or otherwise transfer or offer to transfer (herein referred to as a “Transfer”) any of their Partnership Interest (as hereinafter defined), whether now owned or hereafter acquired. The Limited Partners further covenant and agree that the Limited Partners and such shareholders shall not directly or indirectly, pledge, mortgage, grant a lien on or in any manner encumber (herein referred to as an “Encumbering”) any of their Partnership Interest,

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whether now owned or hereafter acquired. As used in this Section 10.1, the term “Partnership Interest” shall mean. in the case of a Limited Partner, all or any portion of such Limited Partner’s right, title or interest in and to the Partnership, and shall mean, in the case of any such shareholder, all or any portion of such shareholder’s capital stock, partnership or other voting or equity interest in such Limited Partner.

Any purported Transfer, no matter how effected; by a Limited Partner shall be null and void and shall transfer, no interest in the Partnership.

Notwithstanding the foregoing provisions of this Section 10.1, each shareholder of a Limited Partner shall be entitled to Transfer, at any time or from time to time, all or any part of his or her interest in such Limited Partner, by gift or otherwise, to a Person which is comprised entirely of Spottswood Ownership (a “Permitted Transferee”), subject to the provisions of Section 10.2 below.

The General Partner may transfer all or any portion of its interest in the Partnership freely and, in the event it does so, the transferee with respect thereto shall be admitted as a General Partner. In the event of any such transfer by the General Partner, KWVC shall be entitled to share in the sales proceeds thereof in accordance with the provisions of Article VI and VI.A hereof.

10.2Transferees Bound. Any Permitted Transferee or assignee to whom a Partnership Interest may be transferred under the terms of this Agreement who is not at the time of such transfer a party to this Agreement shall take such Partnership Interest subject to all of the terms and conditions of this Agreement and shall not be considered to have title to such Partnership Interest or the right to exercise any consensual or other rights under this Agreement until said transferee or assignee shall have accepted and assumed the terms and conditions of this Agreement by a written agreement to that effect in form and substance reasonably satisfactory to the General Partner.

ARTICLE XI

Limited Partners

11.1No Participation in Management. No Limited Partner shall take part in the management of the Partnership’s business, transact any business in the Partnership’s name or have the power to sign documents for or otherwise bind the Partnership.

11.2Bankruptcy or Death of a Limited Partner. The bankruptcy or death of a Limited Partner shall not cause a dissolution of the Partnership, but the rights of such Limited Partner to share in the Net Income or Net Loss of the Partnership, to receive distributions of Partnership funds and to assign its Partnership Interest or cause the substitution of a Substituted Limited Partner shall, on the happening of such event, devolve on its successors or assigns, and the Partnership shall continue as a limited partnership. However, such designee(s) shall not become a Substituted Limited Partner without the prior written consent of the General Partner.

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ARTICLE XII

General. Provisions

12.1Notices. Except as otherwise provided in this Agreement, all notices, demands, requests, consents, approvals and other communications required or permitted to be given hereunder, or which are to be given with respect to this Agreement, shall be in writing and shall be deemed delivered• upon the personal delivery thereof, or upon delivery by facsimile electronic transmission, or on the next business day following delivery to a reliable and recognized air-freight or local delivery service, or two (2) business days following deposit thereof in the United States mail, certified mail (return receipt requested), provided such notices shall be addressed or delivered to the parties at their respective addresses set forth on Exhibit “A” hereof, or, if delivered by electronic facsimile transmission, then (i) if to the General Partner, at its facsimile telephone number (312) 750-8084; or (ii) if to the Limited Partner, at its facsimile telephone number (305) 294-3422; provided, however, that any notice sent by facsimile shall also be sent via another method set forth in this Section 12.1. All costs and expenses of the delivery of notices hereunder shall be borne and paid for by the delivering party. No notice shall be deemed duly delivered hereunder unless all postage or delivery charges shall have been prepaid by the sending party, or otherwise delivered to the receiving party free of delivery charges. The address or facsimile number of any party hereto may be changed by a notice in writing given in accordance with the provisions hereof.

12.2Waiver of Right of Partition. Each of the Partners does hereby agree to and does hereby waive any right it may have to cause the Partnership’s property to be partitioned or divided among the Partners, or to file a complaint or institute any proceeding at law or in equity to cause the Partnership’s property to be partitioned or otherwise divided among the Partners.

12.3Successors. This Agreement and all the terms and provisions hereof shall be binding upon and shall inure to the benefit of all Partners, and their legal representatives, heirs, successors and assigns, except as expressly herein otherwise provided.

12.4Effect and Interpretation. This Agreement shall be governed by and construed in conformity with the laws of the State of Florida.

12.5Counterparts. This Agreement may be executed in counterparts, each of which shall be an original, but all of which shall constitute one and the same document.

12.6Partners Not Agents. Nothing contained herein shall be construed to constitute any Partner the agent of another Partner, except as specifically provided herein, or in any manner to limit the Partners in the carrying on of their own respective ‘businesses or activities.

12.7Entire Understanding.This Agreement (together with the Master Agreement) constitutes the entire understanding among the Partners with respect to the subject matter hereto and supersedes any prior or contemporaneous understandings and/or written or oral agreements among them respecting the subject matter within (other than the Master Agreement).

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12.8Severability. If any provision of this Agreement, or the application of such provision to any person or circumstance, shall be held invalid by a court of competent jurisdiction, the remainder of this Agreement, or the application of such provision to persons or circumstances other than those to which it is held invalid by such court, shall not be affected’ thereby.

12.9Assurances. Each of the Partners shall hereafter execute and deliver such further instruments and do such further acts and things as may be required or useful to carry out the intent and purpose of this Agreement and as are not inconsistent with the terms hereof.

12.10Attorneys’ Fees. If any legal action or other proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with any of the provisions of this Agreement, the prevailing party shall be entitled to recover reasonable attorneys’ fees and other costs incurred in that action or proceeding, in addition to any other relief to which it may be entitled.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date and year first above written.

GENERAL PARTNER:
HTS-KW. INC.,
a Delware Corporation
By:	/s/ Kenneth R. Posser
	Its:	Vice President
LIMITED PARTNER:
KWVC-KEY WESTER. INC.,
a Florida corporation
By:	/s/ Robert A. Spottswood
	Its:	President

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JOINDER

The undersigned, being the sole shareholder of KWVC-Key Wester, Inc. a Florida corporation, hereby joins in the execution of this Agreement of Limited Partnership of. Key Wester. Limited for the purpose of agreeing to be bound by those provisions hereof relating to Key West Vacation Company, a Florida corporation, including without limitation the provisions of Section 4.2. Section 6A.1, Section 8.9 and Article X hereof.

IN WITNESS WHEREOF, the undersigned has caused this Joinder to be executed as of the date and year first above written.

KEY WEST VACATION COMPANY:
A Florida corporation,
By:	/s/ Robert A. Spottswood
	Its:	President

JOINDER

The undersigned, being the sole shareholders of Key West Vacation Company, a Florida corporation, hereby join in-the execution of this Agreement of Limited Partnership of Key Wester Limited for the purpose of agreeing to be bound by those provisions hereof relating to the shareholders of Key West Vacation Company, including without limitation the provisions of Section 8.9 and Article X hereof.

IN WITNESS WHEREOF, the undersigned have executed this Joinder as of the date and year first above written.

/s/ Robert A. Spottswood

Robert A. Spottswood

/s/ John M. Spottswood

John M. Spottswood

/s/ William B. Spottswood

William B. Spottswood

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JOINDER

The undersigned, being an Affiliate of the General Partner, hereby joins in the execution of this Agreement of Limited Partnership of Key Wester Limited for the purpose of agreeing to be bound by those provisions hereof relating to HVOI.

IN WITNESS WHEREOF, the undersigned has caused this Joinder to be executed as of the date and year first above written.

HYATT VACATION OWNERSHIP, INC.,
A Delaware corporation
By:	/s/ John Burlingame
	Its:	VP

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EXHIBIT A
TO
AGREEMENT OF LIMITED PARTNERSHIP
OF KEY WESTER LIMITED

General Partner:	Percentage Interest
HTS-KW, Inc. 200 West Madison Street 39th Floor Chicago, Illinois 60606	50.00	%

Limited Partner:
KWVC-Key Wester, Inc. 600 Front Street, Suite B-7 Key West, Florida 33040	50.00	%

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EX-3.105

Exhibit 3.105

CERTIFICATE OF FORMATION

OF

TPI ACQUISITION HOLDINGS, LLC

This Certificate of Formation of TPI Acquisition Holdings, LLC (the “LLC”), dated as of November 1, 2010, is being duly executed and filed by the undersigned as an authorized person, to form a limited liability company under the Delaware Limited Liability Company Act (6 Del.C. §18-101, et seq.).

First.  The name of the limited liability company formed hereby is TPI Acquisition Holdings, LLC.

Second.  The address of the registered office of the LLC in the State of Delaware is c/o National Registered Agents, Inc., 160 Greentree Drive, Suite 101, Dover, Delaware 19904.

Third.  The name of the registered agent for service of process on the LLC in the State of Delaware is National Registered Agents, Inc., 160 Greentree Drive, Suite 101, Dover, Delaware, 19904.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of the date first written above.

/s/ Victoria J. Kincke

Victoria J. Kincke

STATE OF DELAWARE

CERTIFICATE OF AMENDMENT

1.Name of Limited Liability Company:  TPI Acquisition Holdings, LLC

2.The Certificate of Formation of the limited liability company is hereby amended as follows:

Article First shall be amended to read as follows: “The name of the limited liability company is Management Acquisition Holdings, LLC.”

IN WITNESS WHEREOF, the undersigned have executed this Certificate on the 8th day of February,A.D. 2012.

By:	/s/ Jeanette E. Marbert
Authorized Person(s)
Name:		Jeanette E. Marbert
Print or Type

EX-3.106

Exhibit 3.106

LIMITED LIABILITY COMPANY AGREEMENT

OF

TPI ACQUISITION HOLDINGS, LLC

THIS LIMITED LIABILITY COMPANY AGREEMENT (the “Agreement”) is made and entered into as of the 1st day of November, 2010, by and between INTERVAL INTERNATIONAL, INC., a Florida corporation, as the sole Member (the “Member”), and TPI ACQUISITION HOLDINGS, LLC (the “Company”).

1.Formation.  The Member has formed a Delaware limited liability company under the name “TPI Acquisition Holdings, LLC” pursuant to the Delaware Limited Liability Company Act (the “Act”), effective upon the filing of the Certificate of Formation (the “Certificate”) for the Company.  The Member shall be the sole Member.  The entity shall be treated as a disregarded entity for federal income tax purposes as defined in Treasury Regulation Section 301 .7701 -3 (b),

2.Principal Office and Place of Business.  The principal office and place of business (the “Principal Office”) of the Company shall be such place as the Managers from time to time shall determine.

3.Agent for Service of Process.  The agent for service of process for the Company shall be NATIONAL REGISTERED AGENTS, INC., or such other person or entity as the Managers shall appoint from time to time.

4.Purpose.  The Company shall have the power to pursue any and all activities necessary, appropriate, proper, advisable, incidental to or convenient for the furtherance and accomplishment of such purposes as are determined from time to time by the Managers that are permissible under the Act.

5.Term.  The term of the Company shall commence on the filing date of the Articles and shall continue until dissolved.

6.Capital Contributions.  The Member may make capital contributions to the Company in such amounts and at such times as the Member shall determine in the Member’s sole discretion.

7.Distributions of Available Cash Flow.  Distributions of available cash flow shall be made in such amounts and at such times as the Member shall determine in the Member’s sole discretion.

8.Managers.

(a)Management.  Except as may otherwise be provided by the Act or by this Agreement, the property, affairs, and business of the Company shall be managed by or under the direction of the Managers, and the Member(s) shall have no right to act on behalf of or bind the Company.  The Managers shall he responsible for policy setting and approving the overall direction of the Company and day-to-day business and affairs of the Company.  Unless otherwise expressly provided in this Agreement, the Managers will act by a majority of the Managers.

(b)Managers.  The individuals listed in the attached Exhibit A shall be the Managers of the Company effective as of the date of this Agreement.

(c)Number and Tenure.  There shall be such number of Managers, no fewer than one, as from time to time shall be appointed or otherwise fixed by the Member(s).  Each Manager appointed shall hold office until his or her successor is appointed and qualified or until his or her earlier resignation or removal.  Managers need not be members of the Company.

(d)Removal of Managers.  Any Manager may be removed from office at any time, with or without cause, by the Member(s).

(e)Vacancies.  If any vacancy shall occur among the Managers, the vacancy shall be filled by the Member(s), Each Manager chosen to fill a vacancy shall hold office until his or her successor is duly appointed and qualified.

(f)Resignation.  Any Manager may resign at any time by giving written notice to the Member(s) or all of the other Managers.  Unless a later date is specified in such written notice, a resignation shall take effect upon delivery.  It shall not be necessary for a resignation to be accepted before it becomes effective.

(g)Action by Written Consent.  Any action required or permitted to be taken by the Managers, either at a meeting or otherwise, may be taken without a meeting if the Managers, as the case may be, by the vote required for the relevant action in accordance with this Agreement, consent thereto in writing.

9.Officers.  The Managers may appoint Officers, from time to time, with such other titles as the Managers may select, including the titles of Chairman, Chief Executive Officer, President, Vice President, Treasurer and Secretary, to act on behalf of the Company.  An Officer shall have such power and authority as the Managers may delegate to any such person and need not be a Member of the Company.  The individuals listed in the attached Exhibit 13 shall be the Officers of the Company effective as of the date of this Agreement.

10.Banking Resolution.  The Managers shall open all banking accounts as the Managers deem necessary and enter into any deposit agreements as are required by the financial institution at which such accounts are opened.  The Managers and such other persons or entities designated in writing by the Managers shall have signing authority with respect to such bank accounts.  Funds deposited into such accounts shall be used only for the business of the Company.

11.Indemnification of the Member and Managers.  The Company and its successors shall indemnify, defend and hold harmless the Member, each Manager and any and all of the Member’s Affiliates (each, an “Indemnitee”), to the extent of the Company’s assets, for, from and against any liability, damage, cost, expense, loss, claim or judgment incurred by the Indemnitee arising out of any claim based upon acts performed or omitted to be performed by the Indemnitee in connection with the business of the Company, including without limitation, attorneys’ fees and costs incurred by the Indemnitee in settlement or defense’ of such claims. Notwithstanding the foregoing, no Indemnitee shall be so indemnified, defended or held harmless for claims based upon acts or omissions in breach of this Agreement or which constitute fraud, gross negligence, or willful misconduct.  Amounts incurred by an Indemnitee in connection with any action or suit

2

arising out of or in connection with Company affairs shall be reimbursed by the Company, “Affiliate” means a person or entity who, with respect to the Member: (a) directly or indirectly controls, is controlled by or is under common control with the Member; (b) owns or controls 10 percent or more of the outstanding voting securities of the Member; (c) is an officer, director, shareholder, partner or member of the Member; or (d) if the Member is an officer, director, shareholder, partner or member of any entity, the entity for which the Member acts in any such capacity.

12.Liability.  No Indemnitee shall be personally liable, responsible, accountable in damages or otherwise to the Company for any act or omission performed or omitted by such Indemnitee in connection with the Company or its business.  The Member’s liability for the debts and obligations of the Company shall be limited as set forth in the Act and other applicable law.

13.Reimbursable Expenses.  The Company will reimburse the Managers and Member for all actual out-of-pocket third-party expenses incurred in connection with the carrying out of the duties set forth in this Agreement.

14.Records.  The Managers shall keep or cause to be kept at the Principal Office of the Company the following: (a) a written record of the full name and business, residence or mailing address of the Member; (b) a copy of the initial Articles of Organization and all amendments thereto; (c) copies of all, written operating agreements and all amendments to such agreements, including any prior written operating agreements no longer in effect; (d) copies of any written and signed promises by the Member to make capital contributions to the Company; (e) copies of the Company’s federal, state and local income tax returns and reports, if any, for the three most recent years; (f) copies of any prepared financial statements of the Company for the three most recent years; and (g) minutes of every meeting as well as any written consents or actions taken without a meeting.

15.Dissolution.  The Company shall be dissolved upon the election of the Member.  A withdrawal event with respect to the Member shall not dissolve the Company, unless any assignees of the Member’s interest do not elect to continue the Company and admit a member within 90 days of such withdrawal event.

16.Filing Upon Dissolution.  As soon as possible following the dissolution of-the Company, the Managers shall execute and file all notices and other documents required under the Act and any other applicable law.

17.Liquidation.  Upon dissolution of the Company, it shall be wound up and liquidated as rapidly as business circumstances permit, the Member shall act as the liquidating trustee, and the assets of the Company shall be liquidated and the proceeds thereof shall be paid (to the extent permitted by applicable law) in the following order: (a) first, to creditors, including the Member if the Member is a creditor, in the order and priority required by applicable law; (b) second, to a reserve for contingent liabilities to be distributed at the time and in the manner as the liquidating trustee determines in its sole discretion; and (c) third, to the Member.

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18.Governing Law.  This Agreement shall be governed by and construed in accordance with the laws of the state of Delaware, without regard to its conflicts of laws principles that would require another jurisdiction.

19.Severability.  If any provision of this Agreement shall be conclusively determined by a court of competent jurisdiction to be invalid or unenforceable to any extent, the remainder of this Agreement shall not be affected thereby.

20.Binding Effect.  Except as otherwise provided, herein, this Agreement shall inure to benefit of and be binding upon the Member and its successors and assigns.

21.Titles and Captions.  All article, section and paragraph titles and captions contained in this Agreement are for convenience only and are not a part of the context hereof.

22.Pronouns and Plurals.  All pronouns and any variations thereof are deemed to refer to the masculine, feminine, neuter, singular or plural as the identity of the appropriate person may require.

23.No Third Party Rights.  This Agreement is intended to create enforceable rights between the parties hereto only, and, except as expressly provided herein, creates no rights in, or obligations to, any other persons.

24.Amendments.  This Agreement may not be amended except by a written document executed by the Member and the Company.

[The Remainder of This Page Intentionally Left Blank]

4

IN WITNESS WHEREOF, the parties have executed this Agreement effective as of the day and year first above written.

MEMBER:		COMPANY:
INTERVAL INTERNATIONAL, INC.		TPI ACQUISITION HOLDINGS, LLC
By:	/s/ Jeanette E. Marbert	By	/s/ John A. Galea
	Jeanette E. Marbert		John A. Galea
	Executive Vice President and Chief		Executive Vice President
	Operating Officer

EXHIBIT A

MANAGERS:

Jeanette E. Marbert

William L. Harvey

John A. Galea

EXHIBIT B

OFFICERS:

Craig M. Nash — President

Jeanette E. Marbert — Executive Vice President

William L. Harvey — Executive Vice President

John A. Galea — Senior Vice President and Treasurer

Victoria J. Kincke — Senior Vice President and Secretary

Jennifer A. West — Assistant Secretary

EX-3.111

Exhibit 3.111

ARTICLES OF INCORPORATION

OF

OWNERS’ RESORTS AND EXCHANGE, INC.

(A Utah Non-Profit Corporation)

I, the undersigned, as a natural person of the age of twenty-one years or more, acting as incorporator of a non-profit corporation under the Utah Non-Profit Corporation Act and Co-operating Association Act, adopt the following Articles of Incorporation for such non-profit corporation.

ARTICLE I

NAME

The name of this non-profit corporation is the Owners’ Resorts and Exchange, Inc. (hereinafter referred to as the “Association”).

ARTICLE II

DURATION

This organization shall have perpetual existence.

ARTICLE III

GOVERNANCE

The Articles of Incorporation and the By-Laws will be the instruments of governance of this Association in all its practices.  The By-Laws shall provide for the governing structure of the Association.

ARTICLE IV

PURPOSES AND POWERS

The purposes and powers for which this non-profit corporation is organized are as follows:

1.             To manage and operate resorts owned or managed by the Association’s members,

1

including the collection of fees, maintenance and repair of said resorts, administration of licensing and other duties and responsibilities pursuant to the operation of this organization to benefit Members.

2.             To own and disburse real property acquired by the Association, invest and reinvest the same; to hold, either absolutely or in trust for any of said purposes, funds and property of all kinds subject only to limitations or conditions imposed by law or the instrument under which said property is received; to sell, lease, convey or otherwise dispose of any such property and to invest and reinvest the same or any proceeds thereof and to deal with and expend the principal and income for any of said purposes; to act as Trustee; and, in general, to exercise any, all and every power, including trust powers, which is permitted a not-for-profit organization under the laws of the State of Utah for the foregoing purposes to be authorized to exercise.

3.             All of the assets and income of the Association shall be used only for the purposes hereinabove set forth, including the payment of expenses incident thereto, and no part of the assets or income of the Association shall be distributable to its members, directors or officers (except reasonable compensation as permitted in U.C.A. §16-6-42) and no substantial part of its carrying out of propaganda or otherwise attempting to influence legislation, and the Association shall not participate in any political campaign on behalf of any candidate for public office.

ARTICLE V

MEMBERSHIP AND STOCK

1.             The Membership will consist of the owners of the stock of the Association.  There shall be two (2) classes of members and stock evidencing said membership.  Said classes are as follows:

2

a.The Association is authorized to issue 5,000,000 shares of “Class A” stock, no par value.  The members holding said shares of stock shall be entitled to one (1) vote per share.

b.The Association is authorized to issue 2,560 shares of “Class B” stock, no par value.  The members holding said shares of stock shall not be entitled to vote.  RUTI-Sweetwater, Inc., a Delaware corporation, shall be the initial recipient of all Class B stock.

2.             The manner of appointment, the qualifications and rights of the members, any provisions for termination or forfeiture of membership and/or stock shall be set forth in the By-Laws.

3.             So long as it is not inconsistent with any requirements contained in the By-Laws, any individual, corporation, and/or entity may possess one (1) or more shares of stock in the Association.

ARTICLE VI

ASSESSMENTS

Members of the Association shall be subject to assessments by the Association from time to time in accordance with the provisions of the Bylaws and applicable law and shall be liable to the Association for payment of such assessments.  Members of the Association shall not be individually or personally liable for the debts or obligations of the Association.

ARTICLE VII

AMENDMENTS

Subject to the appropriate laws of the State of Utah, the Articles of Incorporation of the Association may be altered or amended at a meeting of the members or by petition, provided notification or intent to change has been filed with the Board of Trustees of the Association twenty (20) days prior to said meeting.  The proposed amendment shall be adopted if it receives two-thirds (2/3) of the votes of the voting members who cast their votes.

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ARTICLE VI

BOARD OF TRUSTEES:

The Board of Trustees shall consist of at least three (3) persons.  The names and addresses of the initial governing Board are as follows:

Roger Cottle	Ruth K. Hammond
6764 Olivet Drive	429 South 1300 East
Salt Lake City, UT 84121	Salt Lake City, Utah 84102
K. Ray Hammond	John Homer
P.O. .Box 9064	455 E. 500 S. #305
Salt Lake City, UT 84109	Salt Lake City, Utah 84111
William Stromberg	Boyd Twiggs
4238 College Drive	322 North Locust
Ogden, Utah 84403	Midvale, Utah 84047
West Bosles
1391 Deborah Drive
Santa Anna, CA 92705

ARTICLE IX

INCORPORATOR

The, name and address of the incorporator is as follows:

Joseph E. Hatch

257 East 200 South

Suite 640

Salt Lake City, Utah 84111

ARTICLE X

PRINCIPAL OFFICE AND REGISTERED AGENT

The principal office of the association shall be 257 East 200 South, Suite 640, Salt Lake City, Utah 84111.  The Association’s initial registered agent at the principal office shall be Joseph E. Hatch who, by his signature below, acknowledges his appointment as registered agent of the Association.

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/s/ Joseph E. Hatch

Joseph E. Hatch

Registered Agent

DATED this 27th day of October, 1987.

/s/ Joseph E. Hatch

Joseph E. Hatch

5

ARTICLES OF AMENDMENT
TO THE ARTICLES OF INCORPORATION OF

OWNERS’ RESORTS AND EXCHANGE, INC.

(a Utah Non-Profit Corporation)

Pursuant to Utah Code Annotated Section 16-6-51 (1953, as amended).  Owners’ Resorts and Exchange, Inc. adopts the following Articles of Amendment to the Articles of Incorporation:

ARTICLE I

The name of the non-profit corporation is Owners’ Resorts and Exchange, Inc. (hereinafter referred to as the “Association”).

ARTICLE II

The following amendments to the Articles of Incorporation were adopted on the 25th day of January, 1992, in a manner prescribed by the laws of the State of Utah and the Articles of Incorporation of the Association:

A.            Article V Membership and Stock is amended to read as follows:

1.             The Membership will consist of the owners of the Stock of the Association.  There shall be one (1) class of members and stock evidencing said membership.  The Association is authorized to issue 5,000,000 shares of “Class A” stock, no par value.  The members holding said shares of stock shall be entitled to one (1) vote per share.

2.             The manner of appointment, the qualifications and rights of the members, any provisions for termination or forfeiture of membership and/or stock shall be set forth in the By-Laws.

3.             So long as it is not inconsistent with any requirements contained in the By-Laws, any individual, corporation, and/or entity may possess one (1) or more shares of stock in the Association.

B.            Article XI Associate Members is added and reads as follows:

The Board of Trustees, as may be provided by the By-Laws of the Association, may admit associate members to the Association.  The associate members shall have no voting rights nor equity in the Association.

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ARTICLE III

These Amendments were adopted at a meeting of the members on the 25th day of January, 1992, at which a quorum was present.  Such Amendments received at least two-thirds of the votes of the voting members who were present at the meeting or represented by proxy and who cast their vote.

Executed by the undersigned in duplicate original in Salt Lake City, Utah, on this 25th day of January, 1992.

OWNERS’ RESORTS & EXCHANGE, INC.
By:	/s/ Colleen C. Freeman
	Its President
By:	/s/ Jee Van Wagoner
	Its Secretary

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ARTICLES OF AMENDMENT

TO THE ARTICLES OF INCORPORATION OF

OWNERS’ RESORTS AND EXCHANGE, INC.

(a Utah Non-Profit Corporation)

Pursuant to Utah Code Annotated Section 16-6-51 (1953, as amended), Owners’ Resorts and Exchange, Inc. adopts the following Articles pf Amendment to the Articles of Incorporation:

ARTICLE I

The name of the non-profit corporation is Owners’ Resorts and Exchange, Inc. (hereinafter referred to as the “Association”).

ARTICLE II

The following amendments to the Articles of Incorporation were adopted on the 28th day of January, 1995, in a manner prescribed by the laws of the State of Utah and the Articles of Incorporation of the Association:

A.            Article IV, Purposes and Power, paragraph 3, is amended to read as follows:

3.             All of the assets and income of the Association shall be used only for the purposes hereinabove set forth, including the payment of expenses incident thereto, and no part of the assets or income of the Association shall be distributable to its memebers, trustees or officers (except reasonable compensation or a final distribution as permitted in Utah Code Annotated Section 16-6-42).

B.            Article X Principal Office and Registered Agent, is amended to read as follows:

The principal office of the Association shall be 404 East 4500 South, Suite 34A, Salt Lake City, Utah 84107.  The Association’s initial registered agent shall be Joseph E. Hatch, at 341 South Main Street, Suite 201, Salt Lake City, Utah 84111; who, by his signature below, acknowledges his appointment as registered agent.

/s/ Joseph E. Hatch

Joseph E. Hatch

Registered Agent

ARTICLE III

These Amendments were adopted at a meeting of the members on the 28th day of January,

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1995, at which a quorum was present.  Such Amendments received at least two-thirds of the votes of the voting members who were present at the meeting or represented by proxy and who cast their vote.

Executed by the undersigned in duplicate original in Salt Lake City, Utah, on this 2nd day of February, 1998.

OWNERS’ RESORTS & EXCHANGE, INC.
By:	/s/ Colleen C. Freeman
	Its President
By:	/s/ Jill Van Wagoner
	Its Secretary

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ARTICLES OF CONVERSION

AND AMENDMENT AND RESTATEMENT

OF THE ARTICLES OF INCORPORATION OF

OWNER’S RESORTS AND EXCHANGE, INC.

Pursuant to Utah Code Annotated Section 16-6a-1008 (1953, as amended), Owners’ Resorts and Exchange, Inc., hereby adopts the following Articles of Amendment to the Articles of Incorporation converting Owners’ Resorts and Exchange, Inc., from a Utah non-profit corporation to a Utah for profit corporation:

ARTICLE I

The name of the corporation is Owners’ Resorts and Exchange, Inc. (hereinafter referred to as the “Corporation”).

ARTICLE II

The following restructure and amendment and restatement of the Articles of
Incorporation was adopted on or before the 28th day of June, 2006, in a manner prescribed by the laws of the State of Utah and the Articles of Incorporation of the Corporation:

AMENDED AND RESTATED

ARTICLES OF INCORPORATION OF

OWNERS’ RESORTS AND EXCHANGE, INC.

ARTICLE I

CORPORATE NAME

The name of this corporation is Owners’ Resorts and Exchange, Inc.

ARTICLE II

CORPORATE PURPOSES

The general purpose for which this Corporation is organized shall be to engage in any lawful act or activity for which corporations may be organized under the Utah Revised Business Corporation Act, including, but not limited to, the following:

(a)           To perform timeshare management and exchange services.

(b)           To acquire, own, hold, improve, develop, lease, mortgage, operate, maintain, sell, dispose of, and otherwise deal with real property and any equipment, fixtures, or other personal property that may be used in connection with the operation of real property.

(c)           To purchase, own, hold, dispose of, and otherwise deal with stock of other corporations, or interests in general or limited partnerships (as either a general or a limited partner) or joint ventures and to do every act and thing covered generally by the denomination “holding

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corporation”; and to direct the operations of such other entities.

(d)           To do each and everything necessary, suitable, or proper for the accomplishment of any of the purposes or the attainment of any one or more of the objects herein enumerated, or which may at any time appear conducive to or expedient for the protection or benefit of this corporation, and to do said acts as fully and to the same extent as natural persons might, or could do, in any part of the world as principals, agents, partners, trustees, or otherwise, either alone or in conjunction with any other person, partnership, association, joint venture, or corporation.

The foregoing paragraphs shall be construed both as objects and powers and shall not be held to limit or restrict in any manner the general powers of the corporation and the enjoyment and exercise thereof, as conferred by the laws of the State of Utah, and it is intended that the purposes, objects, and powers specified in each of the paragraphs of this ARTICLE II, CORPORATE PURPOSES, of these Articles of Incorporation shall be regarded as independent purposes, objects, and powers.

ARTICLE III

SHARES

There shall be two classes of stock in the corporation as follows:

A. Class A Stock, The Class A stock shall be voting, non-equity shares of stock with no par value.  The Corporation is authorized to issue fifty (50) shares of Class A stock.  The Class A shares of stock shall be distributed as follows-

South Padre Condo Share Project I Owners Association, a Texas non-profit corporation	1 share
Sweetwater April Sound Condoshare Project I Council of Co-Owners, a Texas non-profit corporation, aka Lake Conroe Homeowners Association	1 share
Capri Vacation Owners Association, a California non-profit corporation	1 share
Sweetwater Jackson Hole Condoshare Owner’s Association, a Wyoming non-profit corporation	1 share
Sweetwater Hawaii Condoshare Project I Owners Association, a Hawaiian non-profit corporation, aka “Waikiki”	1 share
Park City Timeshare Homeowners, Inc., a Utah non-profit corporation	1 share
Sweetwater Bear Lake Condoshare Project III Owners Association and Sweetwater

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Bear Lake Timeshare Project 11 Owners’ Association, two Utah non-profit corporations, aka Sweetwater Homeowners’ Association at Bear Lake	1 share
Sweetwater Kauai Condoshare Project I Owners Association, a Utah non-profit corporation	1 share
ORE - St. George Condominium Owners’ Association, a Utah non-profit corporation	1 share
Multi Resort Ownership Plan, Inc., a Utah non-profit corporation	1 share
Lake Powell Houseboat Homeowners Association, Utah non-profit corporation	1 share
Sweetwater Mexico Co-Owners Association, a Utah non-profit corporation	1 share

B. Class B Stock.  The Class B stock shall be non-voting equity shares of stock with no par value.  The Corporation is authorized to issue 5,000,000 shares of Class B Stock.  The Class B shares of stock shall be initially distributed as follows:

South Padre Condo Share Project 1 Owners’ Association, a Texas non-profit corporation	102 shares
Sweetwater April Sound Condoshare Project I Council of Co-Owners, a Texas non-profit corporation, aka Lake Conroe Homeowners Association	1,212 shares
Capri Vacation Owners Association, a California non-profit corporation	765 shares
Sweetwater Jackson Hole Condoshare Owner’s Association, a Wyoming non-profit corporation	1,224 shares
Sweetwater Hawaii Condoshare Project I Owners Association, a Hawaiian non-profit corporation, aka “Waikiki”	867 shares
Park City Timeshare Homeowners, Inc., a Utah non-profit corporation	3,774 shares
Sweetwater Bear Lake Condoshare Project III Owners Association and Sweetwater Bear Lake Timeshare Project II Owners’ Association, two Utah non-profit corporations, aka Sweetwater Homeowners’ Association at

12

Bear Lake	1,050 shares
Sweetwater Kauai Condoshare Project I Owners Association, a Utah non-profit corporation	306 shares
ORE - St. George Condominium Owners’ Association, a Utah non-profit corporation	2,412 shares
Lake Powell Houseboat Homeowners Association, Utah non-profit corporation	384 shares
Multi Resort Ownership Plan, Inc., a Utah non-profit corporation	3,774 shares

ARTICLE IV

DURATION

This organization shall have perpetual existence.

ARTICLE V

GOVERNANCE

The Articles of Incorporation and the By-laws will be the instruments of governance of this Corporation in all its practices.  The By-laws shall provide for the governing structure of the Corporation.

ARTICLE VI

AMENDMENTS

Subject to the appropriate laws of the State of Utah, the Articles of Incorporation of the Corporation may be altered or amended at a meeting of the Corporation or by petition, provided notification or intent to change has been filed with the Board of Directors of the Corporation twenty (20) days prior to said meeting.  The proposed amendment shall be adopted if it receives two-thirds (2/3) of the votes of the voting stockholders who cast their votes.

ARTICLE VII

REGISTERED OFFICE AND AGENT

The address of this corporation’s current registered office and the name of its current registered agent at such address are:

Joseph E. Hatch

5295 South Commerce Drive, Suite 200

Murray, UT 84107

/s/ Joseph E. Hatch

Joseph E. Hatch

Registered Agent

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ARTICLE VIII

CURRENT DIRECTORS

The names and addresses of the current directors are:

Bob Linnell

1754 Country Springs Circle

Bountiful, UT 84010

Stan Weeks

P.O. Box 3047

Ogden, UT 84409

Roger Rozendal

5910 Pinewilde

Houston, TX 77066

Ron Johnson

2122 Evergreen Ave.

Salt Lake City, UT 84107

Russ Rosander

5546 Applevale Drive

Salt Lake City, UT 84123

Dennis D. Bright

1577 East 1335 North

Logan, UT 84341

Stephen Seastrand

P.O. Box 17865

Holladay, UT 84117

Marie Kish

11550 Quartz Ave.

Fountain Valley, CA 92708

Herman Schertle

5610 Winding Way

Houston, TX 77091

Darin Park

c/o SSA

1246 Yellowstone Ave., Suite F

Pocatello, ID 83201

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Gerald Thompson

1947 East 5150 South

Salt Lake City, UT 84117

Noel Hyde

2165 Rolling Oaks Lane

Layton, UT 84040

ARTICLE IX

CURRENT OFFICERS

The names and addresses of the current officers of the corporation are as follows:

Title	Name	Address
President	Neil Hutchinson	1521 East 3900 South
		Salt Lake City, UT 84124
Secretary	Brad Gillies	1521 East 3900 South
		Salt Lake City, UT 84124

ARTICLE X

LIMITATION OF PERSONAL LIABILITY OF DIRECTORS

Directors of the corporation shall have no personal liability whatsoever to the corporation or its shareholders for monetary damages for any action taken or any failure to take any action, as a director, except liability for:

(a)           the amount of a financial benefit received by a director to which he or she is not entitled:

(b)           an intentional infliction of harm on the corporation or the shareholders;

(c)           a violation of Utah Code Annotated §16-10a-842 (1992, as amended) or its successor provisions; or

(d)           an intentional violation of criminal law.

ARTICLE III

These Amendments were adopted by the unanimous written consent of the members on or before 28th day of June, 2006.

Executed by the undersigned in duplicate original in Salt Lake City, Utah, on this
28th day of June, 2006.

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OWNERS’ RESORTS & EXCHANGE, INC.
By:	/s/ Neil B. Hutchinson
	Neil B. Hutchinson, President
By:	/s/ Brad L Gilles
	Brad L. Gilles, Secretary

16

EX-3.112

Exhibit 3.112

OWNERS’ RESORTS AND EXCHANGE, INC.

AMENDED AND RESTATED BYLAWS

Adopted by Resolution dated February 28, 2012

ARTICLE I. OFFICES

1.1          Business Offices.  The principal office of the corporation shall be located in such place as shall be designated by the board of directors.  The corporation may have such other offices as the board of directors may designate or as the business of the corporation may require from time to time.

1.2          Registered Office.  The registered office of the corporation required to be kept by the Utah Revised Business Corporation Act (as it may be amended from time to time, the “Act”) shall be located within the State of Utah and may be, but need not be, identical with the principal office.  The address of the registered office may be changed from time to time.

ARTICLE II. SHAREHOLDERS

2.1          Annual Meeting.  The annual meeting of the shareholders shall be held at such date and time as shall be fixed by the board of directors, for the purpose of electing directors and for the transaction of such other business as may come before the meeting.

2.2          Special Meetings.  Special meetings of the shareholders, for any purpose or purposes described in the meeting notice, may be called by the chairman of the board of directors or by the president, and shall be called by the president at the written request of the holders of not less than forty percent (40%) of all the votes entitled to be cast on any issue proposed to be considered at the meeting.

2.3          Place of Meeting.  The board of directors may designate any place as the place of meeting for any annual or any special meeting of the shareholders.  If no designation is made by the directors, the place of meeting shall be the principal office of the corporation.

2.4          Notice of Meeting

(a)           Content and Mailings Requirements.  Written notice stating the date, time and place of each annual or special shareholder meeting shall be delivered no fewer than 10 nor more than 60 days before the date of the meeting, either personally or by mail, by or at the direction of the president, the board of directors, or other persons calling the meeting, to each shareholder of record entitled to vote at such meeting and to any other shareholder entitled by the Act or the articles of incorporation to receive notice of the meeting.  Notice of special shareholder meetings shall include a description of the purpose or purposes for which the meeting is called.

(b)           Effective Date.  Written notice shall be deemed to be effective at the earlier of (1) when mailed, if addressed to the shareholder’s address shown in the corporation’s current record of shareholders; or (2) when received, if hand delivered or sent by electronic or facsimile transmission.

(c)           Effect of Adjournment.  If any shareholder meeting is adjourned to a different date, time or place, notice need not be given of the new date, time and place; if the new date, time and place is announced at the meeting before adjournment.  If a new record date for the adjourned meeting is or must be fixed, then notice must be given pursuant to the requirements of this Section to shareholders of record.

2.5          Waiver of Notice

(a)           Written Waiver.  A shareholder may waive any notice required by the Act, the articles of incorporation or the bylaws, by a writing signed by the shareholder, entitled to the notice, which is delivered to the corporation (either before or after the date and time stated in the notice) for inclusion in the minutes or filing with the corporate records.

(b)           Attendance at Meetings.  A shareholder’s attendance at a meeting:

(1)           waives objection to lack of notice or defective notice of the meeting, unless the shareholder at the beginning of the meeting objects to holding the meeting or transacting business at the meeting because of lack of notice or effective notice; and (2) waives objection to • consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the shareholder objects to considering the matter when it is presented.

2.6          Record Date

(a)           Fixing of Record Date.  For the purpose of determining shareholders entitled to notice, of or to vote at any meeting of shareholders, or shareholders entitled to receive payment of any distribution, or in order to make a determination of shareholders for any other proper purpose, the board of directors may fix in advance a date as the record date.  Such record date shall not be more than 70 days prior to the date on which the particular action requiring such determination of shareholders is to be taken.  If no record date is so fixed by the board for the determination of shareholders entitled to notice of, or to vote at, a meeting of, shareholders, the record date for determination of such shareholders shall be at the close ‘of business on the day before the first notice is delivered to shareholders.  If no record date is fixed by the board for the determination of shareholders entitled to receive a distribution, the record date shall be the date the board authorizes the distribution.  If no record date is fixed by the board for the determination of shareholders entitled to take action without a meeting, the record date shall be the date the first shareholder signs a consent.

(b)           Effect of Adjournment.  When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, such determination shall apply to any adjournment thereof unless the board of directors fixes a new record date, which it must do if the meeting is adjourned to a date more than 120 days after the date fixed for the original meeting.

2.7          Shareholder List.  After fixing a record date for a shareholders’ meeting, the corporation shall prepare a list of the names of its shareholders entitled to be given notice of the meeting.  The list must be arranged by class or series of shares, must be alphabetical within each class or series, and must show the address of, and the number of shares held by, each shareholder.  The shareholder list must be available for inspection by any shareholder, beginning on the earlier of ten days before

2

the meeting for which the list was prepared or two business days after notice of the meeting is given for which the list was prepared and continuing through the meeting and any adjournment thereof.  The list shall be available at the corporation’s principal office or at a place identified in the meeting notice in the city where the meeting will be held.

2.8          Shareholder Quorum and Voting Requirements

(a)           Quorum.  Shares entitled to vote may take action on a matter at a meeting only if a quorum of those shares exists with respect to that matter.  Unless the articles of incorporation or the Act provide otherwise, the number of Shares entitled to vote that is present at a meeting shall constitute a quorum for action on that matter.  Once a share is represented for any purpose at a meeting, it is deemed present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting unless a new record date is or must be set for that adjourned meeting.

(b)           Shareholder Action.  If a quorum exists, action on a matter, other than the election of directors, is approved if the votes cast favoring the action exceed the votes cast opposing the action, unless the articles of incorporation or the Act require a greater number of affirmative votes.  Directors are elected by a plurality of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present.

2.9          Proxies.  At all meetings of shareholders, a shareholder may vote in person or by proxy which is executed in writing by the shareholder or which is executed by his or her duly authorized attorney-in-fact.  Such proxy shall be filed with the secretary of the corporation or other person authorized to tabulate votes before or at the time of the meeting.

2.10        Voting of Shares.  Unless otherwise provided in the articles of incorporation or by applicable law, each outstanding share, regardless of class, is entitled to one vote upon each matter submitted to a vote at a meeting of shareholders.

2.11        Meetings by Telecommunications.  Any or all shareholders may participate in an annual or special meeting by, or conduct the meeting through the use of, any means of communication by which all shareholders participating may hear each other during the meeting.  A shareholder participating in a meeting by this means is deemed to be present in person at the meeting.

2.12        Action Without a Meeting.  Any action which may be taken at a meeting of the shareholders may be taken without a meeting and without prior notice if one or more consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shareholders entitled to vote with respect to the subject matter thereof were present and voted.  Action taken under this Section has the same effect as action taken at a meeting of shareholders and may be described as such in any document.

ARTICLE III. BOARD OF DIRECTORS

3.1          General Powers.  All corporate powers shall be exercised by or under the authority of, and the business and affairs of the corporation shall be managed under the direction of, the board of directors.

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3.2          Number, Tenure and Qualifications.  The authorized number of directors shall be not less than three nor more than nine.  The current number of directors shall be within the limits specified above, as determined (or as amended from time-to-time) by resolution adopted by either the shareholders or the directors.  Each director shall hold office until the next annual meeting of shareholders or until, the director’s earlier death, resignation or removal.  However, if a director’s term expires, the director shall continue to serve until his or her successor shall have been elected and qualified, or until there is a decrease in the number of directors.

3.3          Regular Meetings.  The board of directors may provide, by resolution, the time and place for the holding of regular meetings without other notice than such resolution,

3.4          Special Meetings.  Special meetings of the board of directors may be called by or at the request of the chairman of the board of directors or the president.  The person authorized to call special meetings of the board of directors may fix any place as the place for holding any special meeting of the board of directors.

3.5          Notice of Special Meetings.  Notice of the date, time and place of any special director meeting shall be given at least two days previously thereto either orally or in writing.  Oral notice shall be effective when communicated in a comprehensive manner.  Written notice is effective as to each director at the earlier of:  (1) two days after mailing, if sent to the address of the director shown on the records of the corporation; or (2) when received, if sent by electronic or facsimile transmission.  Any director may waive notice of any meeting before or after the date and time of the meeting stated in the notice.  Except as provided in the next sentence, the waiver must be in writing and signed by the director entitled to the notice.  A director’s attendance at or participation in a meeting shall constitute a waiver of notice of such meeting, unless the director at the beginning of the meeting, or promptly upon his or her arrival, objects to holding the meeting or transacting business at the meeting because of lack of or defective notice; and does not thereafter vote for or assent to action taken at the meeting.  Unless required by the articles of incorporation, neither the business to be transacted at, nor the purpose of, any special meeting of the board of directors need be specified in the notice or waiver of notice of such meeting.

3.6          Quorum and Voting

(a)           Quorum.  A majority of the number of directors prescribed by resolution adopted pursuant to Section 3.2 of these Bylaws, or if no number is prescribed, the number in office immediately before the meeting begins, shall constitute a quorum for the ‘transaction of business at any meeting of the board of directors, unless the articles of incorporation require a greater number.

(b)           Voting.  The act of the majority of the directors present at a meeting at which a quorum is present when the vote a taken shall be the act of the board of directors unless the articles of incorporation require a greater percentage.

(c)           Presumption of Assent.  A director who is present at a meeting of the board of directors or a committee of the board of directors when corporate action is taken is deemed to have assented to the action taken unless:  (1) the director objects at the beginning of the meeting, or promptly upon his or her arrival, to holding or transacting business at the meeting and does not thereafter vote for or assent to any action taken at the meeting; (2) the director contemporaneously requests

4

that his or her dissent or abstention as to any specific action be entered in the minutes of the meeting; or (3) the director causes written notice of his or her dissent or abstention as to any specific action be received by the presiding officer of the meeting before its adjournment of to the corporation immediately after adjournment of the meeting. The right of dissent or abstention is not available to a director who votes in favor of the action taken.

3.7          Meetings by Telecommunications.  Any or all directors may participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may hear each other during the meeting.  A director participating in a meeting by this means is deemed to be present in person at the meeting.

3.8          Action Without a Meeting.  Any action required or permitted to be taken by the board of directors at a meeting may be taken without a meeting if all the directors consent to such action in writing.  Action taken by written consent is effective when the last director signs the consent, unless, prior to such time, any director has revoked a consent by a signed writing received by the corporation, or unless the consent specifies a different effective dale.  A signed consent has the effect of an action taken at a meeting of directors and may be described as such in any document.

3.9          Resignation.  A director may resign at any time by giving a written notice of resignation to the corporation.  Such a resignation is effective when the notice is received by the corporation unless the notice specifies a later effective date, and the acceptance of such resignation shall not be necessary to make it effective.

3.10        Removal.  The shareholders may remove one or more directors at a meeting called for that purpose if notice has been given that a purpose of the meeting is such removal.  The removal may be with or without cause unless the articles of incorporation provide that directors may only be removed with cause.  A director may be removed only if the number of votes cast to remove him or her exceeds the number of votes cast not to remove him or her:

3.11        Vacancies.  Unless the articles of incorporation provide otherwise, if a vacancy occurs on the board of directors, including a vacancy resulting from an increase in the number of directors; the shareholders may fill the vacancy; During such time that the shareholders fail or are unable to fill such vacancies then and until the shareholders act:  (1) the board of directors may fill the vacancy; or (2) if the directors remaining in office constitute fewer than a quorum of the board, they may fill the vacancy by the affirmative vote of a majority of all the directors remaining in office. A vacancy that will occur at a specific later date (by reason of a resignation effective at a later date) may be filled before the vacancy occurs but the new director may not take office until the vacancy occurs.

3.12        Compensation.  By resolution of the board of directors, each director may be paid his or her expenses, if any, of attendance at each meeting of the board of directors and may be paid a stated salary as director or a fixed sum for attendance at each meeting of the board of directors or both.  No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor.

3.13        Committees.  The board of directors may create one or more committees and appoint members of the board of directors to serve on them.  Each committee must have two or more

5

members, who serve at the pleasure of the board of directors.  Those sections of this Article 3 which govern meetings, action without meetings, notice and waiver of notice, and quorum and voting requirements of the board of directors, apply to committees and their members.

ARTICLE IV. OFFICERS

4.1          Number.  The officers of the corporation shall be a chief executive officer, a chief operating officer, a president, a treasurer, and a secretary, each of whom shall be appointed by the board of directors.  Such other officers and assistant officers as may be deemed necessary, including any vice presidents, may also be appointed by the board of directors.  If specifically authorized by the board of directors, an officer may appoint one or more officers or assistant officers.  The same individual may simultaneously hold more than one office in the corporation.

4.2          Appointment and Term of Office.  The officers of the corporation shall be appointed by the board of directors, for a term as determined by the board of directors.  The designation of a specified term does not grant to the officer any contract rights, and the board can remove the officer at any time prior to the termination of such term.  If no term is specified, the officer shall hold office until he or she resigns, dies or until he or she is removed in the manner provided in Section 4.3 of these Bylaws.

4.3          Removal.  Any officer or agent may be removed by the board of directors at any time, with or without cause.  Such removal shall be subject to any rights and obligations that such person may have under any contract with the corporation.

4.4          Resignation.  Any officer may resign at any time, subject to any rights or obligation under any existing contracts between the officer and the corporation, by giving notice to the president or board of directors.  An officer’s resignation shall be effective when received by the corporation, unless the notice specifies a later effective date, and the acceptance of such resignation shall not be necessary to make it effective.

4.5          Authority and Duties of Officers.  The officers of the corporation shall have the authority and shall exercise the powers and perform the duties specified below and as may be additionally specified, by the board of directors or these Bylaws, except that in each event each officer shall exercise such powers and perform such duties as may be required by law.

(a)           Chief Executive Officer.  The chief executive officer shall supervise and control all the business and affairs of the corporation, subject to the direction of the board of directors.  Unless a chairman of the board has been appointed, the chief executive officer shall preside at all meetings of the board of directors or shareholders.

(b)           Chief Operating Officer.  The chief operating officer shall be responsible for overseeing all the operations of the corporation, subject to the direction of the chief executive officer.

(c)           President.  The president shall manage the day-to-day affairs of the corporation, subject to the direction of the chief executive and chief operating officers.  The president may sign, with the secretary or any other proper officer of the corporation thereunto authorized by the board of directors, certificates for shares of the corporation and deeds, mortgages, bonds, contracts, or other instruments which the board of directors has authorized to be executed, except in cases where the

6

signing and execution thereof shall be expressly delegated by the board of directors or by these Bylaws to some other officer or agent of the corporation, or shall be required by law to be otherwise signed or executed. In general, the president shall perform all duties incident to the office of president and such other duties as may be prescribed by the board of directors from time to time.

(d)           Vice-President.  If appointed, the vice-president (or if there is more than one, each vice-president) shall assist the president and shall perform such duties as may be assigned to him or her by the president or by the board of directors.  If appointed, in the absence of the president or in the event of his death, inability or refusal to act, the vice-president (or in the event there is more than one vice-president, the vice presidents in the order designated at the time of their election, or in the absence of, any designation, then in the order of their appointment) shall perform the duties of the president, and when so acting, shall have all the powers of and be subject to all the restrictions upon the president.  (If there is no vice-president, then the treasurer shall perform such duties of the president.)

(e)           Treasurer.  The treasurer shall:  (i) have charge and custody of and be responsible for all funds and securities of the corporation; (ii) receive and give receipts for moneys due and payable to the corporation from any source whatsoever, and deposit all such moneys in the name of the corporation in such banks; trust companies, or other depositaries as shall be selected by the board of directors; and (iii) in general, perform all of the duties incident to the office of treasurer and such other duties as from time to time may be assigned by the president or by the board of directors.

(f)            Secretary.  The secretary shall:  (i) keep the minutes of the proceedings of the shareholders, the board of directors and any committees of the board in one or more books provided for that purpose; (ii) see that all notices are duly given in accordance with the provisions of these bylaws or as required by law; (iii) be custodian of the corporate records; (iv) when requested or required, authenticate any records of the corporation; (v) keep a register of the post office address of each shareholder which shall be furnished to the secretary by such shareholder; (vi) sign with the president, or a vice-president, certificates for shares of the corporation, the issuance of which shall have been authorized by resolution of the board of directors; (vii) have general charge of the stock transfer books of the corporation; and (viii) in general, perform all duties incident to the office of secretary and such other duties as from time to time may be assigned by the president or by the board of directors. Assistant secretaries if any, shall have the same duties and powers, subject to the supervision of the secretary.

4.6          Compensation.  The salaries, bonuses, and other benefits of the officers shall be fixed from time to time by the Chief Executive Officer, with the Chief Executive Officer’s compensation fixed from time to time by the board of directors.

ARTICLE V. INDEMNIFICATION OF DIRECTORS, OFFICERS, AGENTS AND EMPLOYEES

5.1          Indemnification of Directors.  The corporation shall indemnify any individual made a party to a proceeding because the individual is or was a director of the corporation, against liability incurred in the proceeding, but only if such indemnification is both (i) determined permissible and (ii) authorized, as such are defined in subsection (a) of this Section 5.1.  Such indemnification is further subject to the limitation specified in subsection 5.1(c).

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(a)           Determination and Authorization.  The corporation shall not indemnify a director under this section unless:

(1)           a determination has been made in accordance with the procedures set forth in Section 16-10a-906(2) of the Act that the director met the standard of conduct set forth in subsection (b) below; and

(2)           payment has been authorized in accordance with the procedures set forth in Section 16-10a-906(4) of the Act.

(b)           Standard of Conduct.  The individual shall demonstrate that:

(1)           his or her conduct was in good faith; and

(2)           he or she reasonably believed that his or her conduct was in, or not opposed to, the corporation’s best interests; and (3) in the case of any criminal proceeding, he or she had no reasonable cause to believe his or her conduct was unlawful.

(c)           No Indemnification in Certain Circumstances.  The corporation shall not indemnify a director under this Section 5.1:

(1)           in connection with a proceeding by or in the right of the corporation in which the director was adjudged liable to the corporation; or

(2)           in connection with any other proceeding charging that the director derived an improper personal benefit, whether or not involving action in his or her official capacity, in which proceeding he or she was adjudged liable on the basis that he or she derived an improper personal benefit.

(d)           Indemnification in Derivative Actions Limited.  Indemnification permitted under this Section 5.1 in connection with a proceeding by or in the right of the corporation is limited to reasonable expenses incurred in connection with the proceeding.

5.2          Advance of Expenses for Directors.  If a determination is made, following the procedures of Section 16-10a-906(2) of the Act that the director has met the following requirements and if an authorization of payment is made following the procedures and standards set forth in Section 16-10a-906(4) of the Act, then the corporation shall pay for or reimburse the reasonable expenses incurred by a director who is a party to a proceeding in advance of final disposition of the proceeding, if:

(a)           the director furnishes the corporation a written affirmation of his or her good faith belief that he or she has met, the standard of conduct described in Section 5.1;

(b)           the director furnishes the corporation a written undertaking, executed personally or on his or her behalf, to repay the advance if it is ultimately determined that he or she did not meet the standard of conduct; and

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(c)           a determination is made that the facts then known to those making the determination would not preclude indemnification tinder Section 5.1 of these Bylaws or Part 9 of the Act.

5.3          Indemnification of Officers, Agents and Employee Who Are Not Directors.  The board of directors may indemnify and advance expenses to any officer, employee or agent of the corporation who is not a director of the corporation to any extent consistent with public policy, as determined by the general or specific actions of the board of directors.

5.4          Insurance.  By action of the board of directors, notwithstanding any interest of the directors in such action, the corporation may purchase and maintain liability insurance on behalf of a person who is or was a director, officer, employee, fiduciary or agent of the corporation, against any liability asserted against or incurred by such person in that capacity or arising from such person’s status as a director, officer, employee, fiduciary or agent, whether or not the corporation would have the power to indemnify such person under the applicable provisions of the Act.

ARTICLE VI. STOCK

6.1          Issuance of Shares.  The corporation may issue the number of shares of each class or series of capital stock authorized by the articles of incorporation.  The issuance or sale by the corporation of any shares of its authorized capital stock of any class shall he made only upon authorization by the board of directors, unless otherwise provided by statute.  The board of directors may authorize the issuance of shares for consideration consisting of any tangible or intangible properly or benefit to the corporation, including cash, promissory notes, services performed, contracts or arrangements for services to be performed, or other securities of the corporation.  Shares shall be issued for such consideration as shall be fixed from time to time by the board of directors.  The terms of any issuance of stock in exchange for property or services to be received by the corporation in the future shall be set forth in writing.

6.2          Certificates for Shares

(a)           Content.  Shares may but need not be represented by certificates in such form as determined by the board of directors and stating on their face, at a minimum, the name of the corporation and that it is formed under the laws of the State of Utah, the name of the person to whom issued, and the number and class of shares and the designation of the series, if any, the certificate represents.  Such certificates shall be signed (either manually or by facsimile) by the president or a vice-president and by the secretary or an assistant secretary and may be sealed with a corporate seal or a facsimile thereof.  Each certificate for shares shall be consecutively numbered or otherwise identified.

(b)           Legend as to Class or Series.  If the corporation is authorized to issue different classes of shares or different series within a class, the designations, relative rights, preferences and limitations applicable to each class and the variations in rights, preferences and limitations determined for each series (and the authority of the board of directors to determine variations for future series) must be summarized on the front or back of each certificate.  Alternatively, each certificate may state conspicuously, on its front or back that the corporation will furnish the shareholder this information on request in writing and without charge.

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(c)           Shareholder List.  The name and address of the person to whom the shares represented thereby are issued, with the number of shares and date of issue, shall be entered on the stock transfer books of the corporation.

(d)           Transferring Shares.  All certificates surrendered to the corporation for transfer shall be cancelled and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and cancelled, except that in case of a lost, destroyed, or mutilated certificate, a new one may be issued therefor upon such terms and indemnity to the corporation as the board of directors may prescribe.

6.3          Shares Without Certificates.  The board of directors may authorize the issuance of some or all of the shares of any or all of its classes or series without certificates.  Within a reasonable time after the issuance or transfer of shares without certificates, the corporation shall send the shareholder a written statement of the information required on certificates under Section 6.2 of these Bylaws.

6.4          Registration of the Transfer of Shares.  Registration of the transfer of shares of the corporation shall be made only on the stock transfer books of the corporation.  In order to register a transfer, the record owner shall surrender the shares to the corporation for cancellation, properly endorsed by the appropriate person or persons with reasonable assurances that the endorsements arc genuine and effective.  Unless the corporation has established a procedure by which a beneficial owner of shares held by a nominee is to be recognized by the corporation as the owner, the person in whose name shares stand in the books of the corporation shall be deemed by the corporation to be the owner thereof for all purposes.

ARTICLE VII. MISCELLANEOUS

7.1          Inspection of Records by Shareholders and Directors.  A shareholder or director of a corporation is entitled to inspect and copy, during regular business hours at the corporation’s principal office; any of the records of the corporation required to be maintained by the corporation under the Act, if such person gives the corporation written notice of the demand at least five business days before the date on which such a person wishes to inspect and copy.  The scope of such inspection right shall be as provided under the Act.

7.2          Corporate Seal.  The board of directors may provide a corporate seal which may be circular in form and have inscribed thereon any designation including the name of the corporation, the state of incorporation, and the words “Corporate Seal.”

7.3          Amendments.  The corporation’s board of directors may amend or repeal the corporation’s Bylaws at any time unless:

(a)           the articles of incorporation or the Act reserve this power exclusively to the shareholders in whole or part; or

(b)           the shareholders, in adopting, amending or repealing a particular bylaw, provide expressly that the board of directors may not amend or repeal that bylaw; or

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(c)           the bylaw either establishes, amends or deletes a greater shareholder quorum or voting requirement.

Any amendment which changes the voting or quorum requirement for the board must meet the same quorum requirement and be adopted by the same vote required to take action under the quorum and voting requirements then in effect or proposed to be adopted, whichever are greater.

7.4          Fiscal Year.  The fiscal year of the corporation shall be established by the board of directors.

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EX-3.113

Exhibit 3.113

STATE OF HAWAII

DEPARTMENT OF COMMERCE AND CONSUMER AFFAIRS

Business Registration Division

Honolulu

In the Matter of the Organization

of

PARADISE VACATION

ADVENTURES, LLC

ARTICLES OF ORGANIZATION

of

PARADISE VACATION ADVENTURES, LLC

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ARTICLES OF ORGANIZATION

of

PARADISE VACATION ADVENTURES, LLC

The undersigned, for the purpose of forming a limited liability company under the laws of the State of Hawaii, does hereby make and execute these Articles of Organization:

ARTICLE I.

The name of the company shall be PARADISE VACATION ADVENTURES, LLC,

ARTICLE II.

The street address of the initial designated office in Hawaii is 980 South Kihei Road, Kihei, Maui, Hawaii, 96753.

ARTICLE III

The name of the company’s initial agent for service of process is Christine McCoog, whose street address for the service of process is 980 South Kihei Road, Kihei, Maui, Hawaii 96753.

ARTICLE IV.

The name and address of the organizer is as follows:

NAME:	ADDRESS:
Marcus Wood	23807 Aliso Creek Road, Suite 100
	Laguna Niguel, CA 92677

ARTICLE V.

The period of duration is at-will.

ARTICLE VI.

The company is member-managed, and the name and residence street address of the initial member is as follows:

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NAME:	RESIDENCE STREET ADDRESS:
Trading Places International	23807 Aliso Creek Road, Suite 100
	Laguna Niguel, CA 92677

ARTICLE VII.

The members of the company shall not be liable for the debts, obligations and liabilities of the company.

(The remainder of this page is intentionally left blank.)

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I certify, under the penalties set forth in the Hawaii Uniform Limited Liability Company Act, that I have read the above statement and that the same is true and correct.

Signed this 16 day of May, 2000.

/s/ Marcus Wood

Marcus Wood

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EX-3.114

Exhibit 3.114

ARTICLES OF INCORPORATION

of

ICR Finance Services, Inc.

The undersigned incorporator, for the purpose of forming a corporation (hereinafter referred to as the “Corporation”) under the Florida Business Corporation Act, hereby adopts the following Articles of Incorporation.

Article I:               The name of the Corporation shall be ICR Finance Services, Inc.

Article II:             The principal place of business and mailing address of this Corporation shall be 6262 Sunset Drive, Miami, Florida 33143.

Article III:            The maximum number of shares that the Corporation is authorized to issue is 1,000 shares of common stock, all of which are of a par value of $0.01 dollars.

Article IV:            The name and address of the initial registered agent is National Registered Agents, Inc., 515 East Park Avenue, Tallahassee, Florida 32301.

The written acceptance of the initial registered agent, as required by the provisions of Section 607.0501(3) of the Florida Business Corporation Act, is set forth following the signature of the incorporator and is made a part thereof.

Article V:              The name and street address of the incorporator to these Articles of Incorporation is:  Jennifer A. West, 6262 Sunset Drive, Miami, Florida 33143.

Article VI:            The Corporation shall have one (1) director initially.  The number of directors may be increased or decreased from time to time, as provided in the Bylaws.  The name and address of the initial director of the Corporation is:  Michele L. Keusch, 6262 Sunset Drive, Miami, Florida 33143.

Article VII:          The Corporation is organized to engage in any or all lawful business for which corporations may be incorporated under the provisions of the Florida Statutes.

Article VIII:         The period of duration of the Corporation is perpetual.

Article IX:            The Corporation shall, to the fullest extent legally permissible under the provisions of the Florida Business Corporation Act, as the same may be amended end supplemented, indemnify and hold harmless any and all persons whom it shall have power to indemnify under said provisions from and against any and all liabilities (including expenses) imposed upon or reasonably incurred by such person in connection with any action, suit or other proceeding in which such person may be involved or with which such person may be threatened, or other matters referred to in or covered by said provisions both as to action in such person’s official capacity and as to action in any other capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee or agent of the

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Corporation. Such indemnification provided shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any Bylaw, Agreement or Resolution adopted by the shareholders entitled to vote thereon after notice.

The undersigned incorporator has executed these Articles of Incorporation this 3rd day of May, 2011.

/s/ Jennifer A. West

Jennifer A. West, Incorporator

National Registered Agents, Inc., having been named as registered agent and to accept service of process for the above stated Corporation at the place designated in these Articles of Incorporation, I hereby accept the appointment as registered agent and agree to act in this capacity. I further agree to comply with the provisions of all statutes relating to the proper and complete performance of my duties, and I am familiar with and accept the obligations of my position as registered agent.

National Registered Agents, Inc.
By:	/s/Eileen Chaddock
	Eileen Chaddock, Special Asst. Secretary
Dated:		May 3, 2011

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ARTICLES OF AMENDMENT

Article I. Name

The name of this Florida corporation is ICR Finance Services, Inc.

Article II. Amendment

The Articles of Incorporation of the Corporation are amended so that the name of the Corporation is changed from ICR Finance Services, Inc. to Resort Management Finance Services, Inc.

Article III. Date Amendment Adopted

The amendment set forth in these Articles of Amendment was adopted on the date shown below.

Article IV. Shareholder Approval of Amendment

The amendment set forth in these Articles of Amendment was proposed by the Corporation’s Board of Directors and approved by the shareholders by a vote sufficient for approval of the amendment.

The undersigned executed this document on the date shown below.

ICR Finance Services, Inc.
By:	/s/ Michele L. Keusch
Name:		Michele L. Keusch
Title:		President
Date:		June 13, 2013

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EX-3.115

Exhibit 3.115

BYLAWS
OF
ICR FINANCE SERVICES, INC.
(a Florida corporation)

ARTICLE I
OFFICES

1.1Principal Office and Other Offices.  The principal office of ICR FINANCE SERVICES, INC.  (the “Corporation”) shall be located at 6262 Sunset Drive, Miami, Florida 33143 or such place within or outside the State of Florida (the “State”) as the Board of Directors (the “Board”) may from time to time designate.  The Corporation may have other offices for the transaction of the affairs of the Corporation located at such other places both within and without the State as the Board may from time to time designate or as the business of the Corporation may require.

1.2Registered Office and Agent.  The Corporation shall have and continuously maintain in the State a registered office and have a registered agent, as required by law.  Such office may, but need not, be identical with the principal office of the Corporation in the State of Florida.  The Corporation may from time to time change its registered office or its registered agent, or both, by a resolution of the Board that adopts the change and authorizes the president or vice-president to execute and submit for filing with the Department of State a statement of change setting forth the information required by law.  Any new registered agent designated by such statement shall acknowledge in writing such statement, and any new or successor registered agent shall simultaneously file with the Department of State a written statement, in the form and manner prescribed by law, accepting the appointment and stating the registered agent’s familiarity with and acceptance of the obligations provided for under the laws of the State.

ARTICLE II
SHAREHOLDERS

2.1Annual Meetings.  The annual meeting of shareholders for the purpose of electing directors and for the transaction of such other matters as may properly come before the meeting shall be held during the month of April each year or at such other time and date as may be fixed by or under the authority of the Board; provided, the annual meeting of the shareholders for any year shall be held no later than thirteen (13) months after the last annual meeting of the shareholders.  However, failure to hold a timely annual meeting shall in no way affect the terms of officers or directors of the Corporation or the validity of actions of the Corporation.

2.2Special Meeting.  Special meetings of the shareholders, for any purpose or purposes, unless otherwise prescribed by statute, may be called by the president or the Board or by the person designated in one or more written request(s) of the holders of not less than ten percent (10%) of all the votes entitled to be cast on any issue proposed to be considered at such special meeting, which requests must be delivered to the Corporation’s secretary describing the purpose or purposes for which such meeting is to be held.

2.3Place of Meeting.  The Board may designate any place, either within or without the State, as the place of meeting for any annual meeting or for any special meeting called by the Board.  A waiver of notice signed by all shareholders entitled to vote at a meeting may designate any place either within or without the State as the place for the holding of such meeting.  If no designation is made for the place of meeting, or if the meeting is otherwise called, then the place of meeting shall be the principal business office of the Corporation within the State or such other suitable place in the county of such principal office as may be designated by the person calling such meeting, but any meeting may be adjourned to reconvene at any place designated by vote of a majority of the shares represented thereat.

2.4Notice of Meeting.  A written notice of each shareholders’ meeting stating the place, day, and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered either personally or by first-class mail to each shareholder of record entitled to vote at such meeting not less than ten (10) or more than sixty (60) days before the date of the meeting.  Notice shall be given by or at the direction of the president, the secretary, or the officer or persons calling the meeting.  If notice is by mail, such notice shall be deemed to have been delivered when deposited with postage prepaid thereon in the United States mail, addressed to the shareholder at the address of the shareholder as it appears on the stock transfer books of the Corporation.

2.5Waiver of Notice.  A written waiver of notice signed by a shareholder who was entitled to notice of a meeting of the shareholders, whether the waiver is given before or after the time required for the notice, shall be equivalent to the giving of such notice provided such written waiver is delivered to the Corporation for inclusion in the minutes or filing with the corporate records.  A shareholder’s attendance at a meeting shall constitute a waiver of notice of such meeting unless the shareholder at the beginning of the meeting objects to holding the meeting or transacting business at the meeting.  Further, in the case of a special meeting, a shareholder’s attendance shall constitute a waiver of objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the shareholder objects to considering the matter when it is presented.

2.6Adjournment.  Any meeting of the shareholders may be adjourned to another time or place by a majority vote of the shares entitled to vote and which are represented at the meeting.  When all of the shares entitled to vote are represented in person or by proxy at a meeting, and such meeting is adjourned to another time or place, it shall not be necessary to give any notice of the adjourned meeting, if the time and the place to which the meeting is adjourned are announced at the meeting at which the adjournment is taken.  Any business may be transacted at such adjourned meeting that might have been transacted at the original meeting.  If all of the shares entitled to vote are not represented at the meeting at which adjournment is taken, then notice of the adjourned meeting shall be given to each shareholder of record in the manner prescribed by Section 2.4.  In all cases, however, if, after the adjournment, the Board fixes a new record date for the adjourned meeting, then notice of the adjourned meeting shall be given as provided in this Article II to each shareholder of record under the new record date who is entitled to vote at the adjourned meeting.

2.7Fixing of Record Date.  For the purpose of determining the shareholders who are entitled to receive notice of or to vote at any shareholders’ meeting or any adjournment thereof,

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to express consent to corporate action in writing without a meeting, or to receive payment of any dividend or other distribution or allotment of any rights, and pursuant to any other purpose requiring a determination of shareholders, the Board may fix, in advance, a record date for any such determination of shareholders.  Such record date shall not be more than seventy (70) days before the date on which the particular action requiring such determination of shareholders is to be taken.  If no such record date is fixed, then the date on which notice of a shareholders’ meeting is delivered or the date on which the Board adopts a resolution declaring a dividend, as the case may be, shall be the record date for such determination of shareholders.  In the case of an adjourned meeting, the record date for the original meeting shall apply to the adjournment thereof, unless the Board fixes a new record date in accordance with these Bylaws; provided, however, that the Board shall be required to fix a new record date for such adjourned meeting if the adjournment is to a date more than one hundred twenty (120) days after the date fixed for the original meeting.

2.8Record of Shareholders Having Voting Rights.  After fixing a record date for a shareholders’ meeting, the secretary of the Corporation shall, at least ten (10) days before such meeting, prepare a complete, alphabetical list of the shareholders entitled to notice of such meeting, arranged by the voting groups of the shareholders entitled to vote on the matters to come before the meeting, with the address of, and the number, class and series, if any, of shares held by each.  For a period of ten (10) days prior to the meeting, or such shorter time as exists between the record date and the meeting and continuing through the meeting, the shareholders list shall be made available for inspection at the Corporation’s principal office, at a place identified in the meeting notice in the city where the meeting will be held, or at the office of the Corporation’s transfer agent or registrar, and such list shall be subject to inspection upon written demand by any shareholder or the shareholder’s agent or attorney, at the shareholder’s expense, at any time during usual business hours during the period it is available for inspection.  Such list shall also be available at the meeting, and any shareholder or the shareholder’s agent or attorney is entitled to inspect the list at any time during the meeting or any adjournment thereof.  If the requirements of this Section 2.8 have not been substantially complied with, then upon the demand, in person or by proxy, of any shareholder who failed to get access to such list, the meeting shall be adjourned until the requirements of this Section are complied with; provided, however, that any failure to comply with the requirements of this Section shall not affect the validity of any action taken at such meeting.  A shareholder may not sell or otherwise distribute any information or records inspected under this Section, except to the extent permitted by law.

2.9Shareholder Quorum and Voting.  A majority of the shares entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of the shareholders.  If a quorum exists, action on a matter, other than the election of directors, is approved if the votes cast by the holders of the shares represented at the meeting and entitled to vote on the subject matter favoring the action exceed the votes cast opposing the action, unless the vote of a greater number is required by law, the Articles of Incorporation, or these Bylaws.  After a quorum has been established at a shareholders’ meeting, the subsequent withdrawal of shareholders, which reduces the number of shares entitled to vote below the number required for a quorum, shall not affect the validity of any action taken at the meeting or any adjournment thereof.  Where a quorum is not present, the holders of a majority of the shares represented and who would be entitled to vote at the meeting if a quorum were present may adjourn such meeting.

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2.10Conduct of Meeting.  The president, and in the president’s absence, a vice-president in the order provided under Section 4.6, and in their absence, any person chosen by the shareholders present, shall call the meeting of the shareholders to order and shall act as chairman of the meeting, and the secretary of the Corporation shall act as secretary of all meetings of the shareholders, but, in the absence of the secretary, the person acting as chairman of the meeting may appoint any other person to act as secretary of the meeting.

2.11Proxies.  Every shareholder entitled to vote at a shareholders’ meeting, or entitled to express consent or dissent without a meeting, or the duly authorized attorney-in-fact of such shareholder, may authorize another person or other persons to act as the shareholder’s proxy.  A shareholder may appoint a proxy to vote or otherwise act for the shareholder by signing an appointment form, either personally or by the shareholder’s attorney-in-fact.  Any executed appointment form appearing to have been transmitted by such person, electronically or otherwise, shall be a sufficient appointment form.  An appointment of a proxy is effective when received by the secretary or other officer or agent authorized to tabulate votes, and unless otherwise stated in the appointment form, the appointment of a proxy shall be valid only for a period of eleven (11) months.  Every appointment of a proxy shall be revocable at the pleasure of the shareholder who executed it, except as otherwise provided by law.

The authority of a proxy to act shall not be revoked by the death or incapacity of the shareholder who executed the appointment, unless, before the authority is exercised under the appointment, notice of such death or incapacity is received by the secretary of the Corporation or other agent of the Corporation authorized to tabulate votes.

Any proxy may appoint, in writing, a substitute to act in the proxy’s place, if the appointment of the proxy expressly provides for such substitution.  If an appointment confers proxy authority upon more than one person, and if the appointment does not otherwise provide, a majority of the authorized persons, or, if only one is present, then that one, may exercise all the powers conferred by the appointment; provided, however, if the proxies present at the meeting are equally divided as to the right and manner of voting, then the voting of such shares shall be prorated.

2.12Voting of Shares.  Subject to the provisions of this Article II of these Bylaws, the Articles of Incorporation, and the laws of the State, each outstanding share shall be entitled to one vote on each matter submitted to a vote at a meeting of the shareholders.

2.13Action Without Meeting.  Any action of the shareholders required or permitted to be taken at an annual or special meeting of the shareholders may be taken without a meeting, without prior notice, and without a vote, if one or more written consents setting forth the action so taken is or are dated and signed by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted, provided such consent or consents are delivered to the Corporation at its principal office in the State, to the Corporation’s principal place of business, or to the secretary, within sixty (60) days of the date of the earliest dated consent delivered in such manner.  Any written consent may be revoked prior to the date the Corporation receives the required number of consents to authorize the proposed action, provided that such revocation must be in writing and shall not be effective until received by the

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Corporation in the manner set forth above.  Within ten (10) days after obtaining such authorization by written consent, the Corporation shall give notice to the shareholders who have not consented in writing or who were not entitled to vote on the action taken in the consent.  Such notice shall fairly summarize the material features of the authorized action and, if the action is one for which dissenters’ rights are provided by applicable corporate laws of the State, such notice shall contain a clear statement of the right of shareholders dissenting from the action to be paid the fair value of their shares upon compliance with applicable provisions of the laws of the State.  Whenever action is taken pursuant to this Section 2.13, the written consent of the shareholders consenting thereto or the written reports of inspectors appointed to tabulate such consents shall be filed with the minutes of proceedings of shareholders.  Any certificate that is required by law to be filed as a result of an action of the shareholders taken under this Section 2.13 shall state that written consent for such action was given in accordance with the laws of the State.

ARTICLE III
BOARD OF DIRECTORS

3.1General Powers and Number.  The business and affairs of the Corporation shall be managed by the Board subject to any limitations set forth under the laws of the State, the Articles of Incorporation, and these Bylaws concerning corporate action that must be authorized or approved by the shareholders.  The number of directors of the Corporation shall be one (1) initially.  The number of directors may be increased or decreased from time to time by resolution of the directors, but shall never be less than one (1) nor more than seven (7).

3.2Election of Directors.  Directors shall be elected at the annual meeting of shareholders by a plurality of the votes cast by the shares entitled to vote in the election where each shareholder who is entitled to vote at an election of directors has the right to vote the number of shares owned by the shareholder for as many persons as there are directors to be elected and for whose election the shareholder has a right to vote.  Shareholders do not have a right to cumulate their votes for directors.

3.3Tenure and Qualifications.  Each director shall hold office (a) until the next annual meeting of the shareholders and until a successor shall have been elected, (b) until the director’s prior death, resignation or removal, or (c) until there is a decrease in the number of directors which takes effect after the expiration of his or her term.  Directors shall be eighteen (18) years of age or older but need not be residents of the State or shareholders of the Corporation.

3.4Resignation and Removal.  A director may resign at any time by delivering a written notice of resignation to the Board or its chairman (if any) or to the secretary of the Corporation.  A director’s resignation is effective when the notice is delivered unless the notice specifies a later effective date.  Directors may be removed, with or without cause, at a shareholders’ meeting called with notice of that purpose, by a vote of the holders of the shares then entitled to vote to elect that director provided the number of votes cast to remove the director exceeds the number of votes cast not to remove the director.

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3.5Vacancies.  Any vacancy occurring in the Board, including any vacancy created by reason of an increase in the number of directors, may be filled by the affirmative vote of a majority of the remaining directors, though the remaining directors constitute less than a quorum of the Board; provided, however, if a vacancy is created by removal of a director by action of the shareholders, then the shareholders shall have the right to fill such vacancy at the same meeting or any adjournment thereof.

3.6Regular Meetings.  A regular meeting of the Board shall be held without notice other than this Section 3.6 immediately after the annual meeting of shareholders, and each adjourned session thereof.  The place of such regular meeting shall be the same as the place of the meeting of shareholders which precedes it, or such other suitable place as may be announced at such meeting of shareholders.  The Board may provide, by resolution, the time and place, either within or without the State, for the holding of additional regular meetings without notice other than such resolution.

3.7Special Meetings.  Special meetings of the Board may be called by or at the request of the president, secretary, or any director.  The president or secretary calling any special meeting of the Board may fix any place, either within or without the State, as the place for holding any special meeting of the Board called by either of them, and if no other place is fixed the place of the meeting shall be the principal business office of the Corporation in the State.

3.8Notice; Waiver.  Except to the extent provided in Section 3.6 of these Bylaws, notice of each meeting of the Board shall be given to each director (a) by personal delivery, facsimile, or electronic mail transmission not less than forty-eight (48) hours before the meeting or (b) by first-class mail, addressed to the business address or such other address as the director shall have designated in a writing filed with the secretary, and mailed not less than five (5) business days before the meeting.  If mailed, such notice shall be deemed to be delivered when deposited in the United States mail with postage prepaid and properly addressed.  If sent by facsimile, or electronic mail transmission, such notice shall be deemed to be delivered when transmitted to the director at a facsimile number or email address furnished by the director to the Corporation and as shown in the Corporation’s records.  However, any notice to any director required under these Bylaws or under any provision of law may be waived if such director signs a waiver of notice at any time, either before or after the time of the meeting.  If a director has not been given notice as required under these Bylaws or under provisions of law, but the director attends the meeting, the director’s attendance shall constitute a waiver of notice of such meeting and a waiver of all objections to the time and place of the meeting and the manner in which it was called or convened, except, when a director states, at the beginning of such meeting, or promptly upon arrival at the meeting, any objection to the transaction of business because the meeting was not lawfully called or convened.  Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board need be specified in either the notice of, or a waiver of notice of, any regular or special meeting.

3.9Attendance via Telephone Conference Call.  Except to the extent otherwise provided by the laws of the State, any meeting of the Board may be attended by any or all of the directors by means of a conference telephone (or similar communications equipment) through the use of which all directors participating in the meeting can hear each other at the same time.  Such attendance by any or all directors shall constitute presence by each such director in person

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at such meeting and such meeting shall constitute a valid meeting of the Board for all purposes of the laws of the State and these Bylaws.  Any action taken by the Board at such meeting shall constitute a valid action of the Board for all purposes of the laws of the State and these Bylaws.

3.10Quorum and Voting.  Except as otherwise provided by law, the Articles of Incorporation, or these Bylaws, a majority of the number of directors fixed in Section 3.1 of these Bylaws shall constitute a quorum for the transaction of business at any meeting of the Board.  The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board if a quorum is present when the vote is taken, unless the act of a greater number is required by law, the Articles of Incorporation, or these Bylaws.

3.11Presiding Officer.  The Board may elect from among its members a chairman of the Board, who shall preside at meetings of the board.  The chairman, and if there be none, or in his or her absence, the president, and in his or her absence, a vice president in the order provided under the Section 4.6, and in their absence, any director chosen by the directors present, shall call meetings of the Board to order and shall act as presiding officer of the meeting.

3.12Minutes.  The secretary of the corporation shall act as secretary of all meetings of the Board but in the absence of the secretary, the presiding officer may appoint any other person present to act as secretary of the meeting.  Minutes of any regular or special meeting of the Board shall be prepared and distributed to each director.

3.13Adjournment.  A majority of the directors present, whether or not a quorum exists, may adjourn any meeting of the Board to another time and place.  Notice of the adjourned meeting shall be given to each director in accordance with Section 3.8 of these Bylaws, unless all of the directors of the full Board are present at the time of adjournment and the time and place of the adjourned meeting are announced at the time of the adjournment.

3.14Committees.  The Board, by resolution adopted by a majority of the full Board, may designate from among its members an executive committee and other committees.  Each such committee shall consist of two (2) or more of the directors who shall serve on the committee at the pleasure of the Board, and, to the extent provided in such resolution, shall have and may exercise all the authority of the Board, except that no committee shall have authority to:

(a)Approve or recommend to the shareholders actions or proposals required by the Florida Business Corporation Act to be approved by the shareholders;

(b)Fill vacancies in the Board or any committee thereof;

(c)Amend or repeal these Bylaws;

(d)Authorize or approve the reacquisition of shares unless pursuant to a general formula or method specified by the Board; or

(e)Authorize or approve the issuance, sale or contract for the sale of shares, or determine the designation and relative rights, preferences, and limitations of voting groups of shares entitled to vote and be counted together collectively on certain matters,

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except that the Board may authorize a committee to do so within limits specifically prescribed by the Board.

The Board, by resolution of the majority of the full Board, may designate one or more directors as alternate members of a committee, who may act in the place and stead of any absent member or members at any meeting of such committee.  Any committee established under this Section 3.12 may fix its own rules for the conduct of its activities and shall make such reports of its activities to the Board as the Board may request.

3.15Action by Directors Without Meeting.  Any action required or permitted to be taken at a meeting of the Board (or a committee thereof) may be taken without a meeting if all of the directors (or members of the committee) sign one or more written consents describing the action so to be taken and such consent or consents is or are filed in the minutes of the proceedings of the Board (or committee).  Such action by consent shall have the same effect as a unanimous vote at a duly called and noticed meeting of the Board (or committee), and may be described as such in any document.  Action taken under this Section 3.15 is effective when the last director signs a consent describing the action, unless the directors’ consents specify a different effective date.

3.16Presumption of Assent.  A director who is present at a meeting of the Board, or a committee thereof of which the director is a member, at which action on any corporate matter is taken, shall be deemed to have assented to the action taken unless the director votes against such action, abstains from voting on the action, or objects at the beginning of the meeting (or promptly upon the director’s arrival) to the holding of the meeting or to the transaction of specified business at the meeting.

3.17Compensation.  The Board, irrespective of any personal interest of any of its members, may establish reasonable compensation to be paid to each director for such director’s services to the Corporation as director, officer or otherwise, or the Board may delegate such authority to an appropriate committee.  The Board also shall have authority to provide for, or to delegate authority to an appropriate committee to provide for, reasonable pensions, disability or death benefits, and other benefits or payments to directors, officers and employees and to their estates, families, dependents, or beneficiaries on account of prior services rendered by such director, officers and employees of the Corporation.  Each director shall be reimbursed for the necessary expenses in connection with attending meetings of the Board or any committee thereof.

ARTICLE IV
OFFICERS

4.1Number.  The Corporation shall have a president, such number of vice-presidents as may be chosen by the Board (which number may be zero), a secretary, a treasurer and such other officers and agents as the Board may, from time to time, determine necessary, each of whom shall be chosen by the Board.  Any number of offices may be held by the same person.

4.2Appointment and Term of Office.  The officers of the Corporation to be chosen by the Board shall be appointed at each annual meeting of the Board.  The Board may, from time

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to time, appoint, or may authorize a duly appointed officer to appoint, such additional officers, assistant officers and agents as the Board may deem necessary.  Each officer shall hold office until a successor shall have been duly chosen or until the officer’s prior death, resignation or removal.  The appointment of an officer does not of itself create contract rights.

4.3Resignation and Removal.  An officer may resign at any time by delivering notice to the secretary of the Corporation.  A resignation is effective when the notice is delivered unless the notice specifies a later effective date.  If a resignation is made effective at a later date and the Board accepts the future effective date, the Board may fill the pending vacancy before the effective date if the Board provides that the successor does not take office until the effective date.  Any officer or agent may be removed by the Board at any time, with or without cause.  Any officer or assistant officer, if appointed by another officer, may likewise be removed by such officer.

4.4Vacancies.  A vacancy in any office because of death, resignation, removal, disqualification, or otherwise, shall be filled by the Board for the unexpired portion of the term.

4.5President.  The president shall be the chief executive officer of the Corporation and, subject to the control of the Board, shall in general supervise and control all of the business and affairs of the Corporation and perform such other duties as may be prescribed by the Board from time to time.  The president shall, when present, preside at all meetings of shareholders and the Board, and shall generally do and perform all acts incident to the office of president, or which are authorized or required by law.  The president also shall have authority, subject to such conditions as may be prescribed by the Board, to appoint such agents and employees of the Corporation as the president shall deem necessary, to prescribe their powers, duties and compensation, and to delegate authority to them.  Such agents and employees shall hold office at the discretion of the president.  The president may sign with the secretary (or with any other proper officer of the Corporation thereunto authorized by the Board) certificates for shares of the Corporation and any deeds, mortgages, bonds, contracts, or other instruments which the Board has authorized to be executed, except when the signing and execution thereof shall be expressly delegated by the Board or by these Bylaws to some other officer or agent of the Corporation, or shall be required by law to be otherwise signed or executed.

4.6Vice-Presidents.  In the absence of the president or in the event of the president’s death, inability or refusal to act, or in the event for any reason it shall be impracticable for the president to act personally, the vice-president (or, in the event there is more than one vice-president, the vice-presidents in the order designated by the Board, or in the absence of designation, then in the order of their appointment), shall perform the duties of the president, and when so acting, shall have all the powers of and be subject to all the restrictions on the president.  Any vice-president may sign, with the secretary or any assistant secretary, certificates for shares of the Corporation, and shall perform such other duties and have such authority as from time to time may be delegated or assigned to the vice-president by the president or by the Board.  The execution of any instrument of the Corporation by any vice-president shall be conclusive evidence, as to third parties, of the vice-president’s authority to act in the stead of the president.

4.7Secretary.  The secretary shall (a) prepare the minutes of the meetings of the shareholders, of the Board and of committees of the Board in one or more books provided for

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such purpose; (b) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; (c) be custodian of the records and seal of the Corporation, (d) see that the seal of the Corporation is affixed to all documents the execution of which on behalf of the Corporation under its seal is duly authorized; (e) be responsible for the authentication of the Corporation’s records; (f) keep or arrange for the keeping of a register of the post office address of each shareholder furnished to the secretary; (g) sign with the president, or a vice-president, certificates for shares of the Corporation, the issuance of which have been authorized by resolution of the Board; (h) have general charge of the stock transfer books of the Corporation; and (i) in general perform all duties incident to the office of secretary and have such other duties and exercise such authority as from time to time may be delegated or assigned to the secretary by the president or by the Board.

4.8Treasurer.  The treasurer shall (a) have charge and custody of and be responsible for all funds and securities of the Corporation; (b) maintain accurate and appropriate accounting records; (c) receive and give receipts for monies due and payable to the Corporation from any source whatsoever, and deposit all such monies in the name of the Corporation in such banks, trust companies or other depositories as shall be selected by or under the authority of a resolution of the Board; and (d) in general perform all the duties incident to the office of treasurer and have such other duties and exercise such other authority as from time to time may be delegated or assigned to the treasurer by the president or by the Board.  If required by the Board, the treasurer shall give a bond for the faithful discharge of the treasurer’s duties in such sum and with such surety or sureties as the Board shall determine.

4.9Assistant Secretaries and Assistant Treasurers.  There shall be such number of assistant secretaries and assistant treasurers as the Board may from time to time authorize.  Such assistant secretaries and assistant treasurers may be appointed by the Board or, with the authorization of the Board, by a duly appointed officer.  The assistant secretaries may sign with the president or a vice-president certificates for shares of the Corporation the issuance of which have been authorized by a resolution of the Board.  The assistant treasurers shall respectively, if required by the Board, give bonds for the faithful discharge of their duties in such sums and with such sureties as the Board shall determine.  The assistant secretaries and assistant treasurers, in general, shall perform such duties and have such authority as shall from time to time be delegated or assigned to them by the secretary or the treasurer, respectively, or by the president or the Board.

4.10Other Assistants and Acting Officers.  The Board, or an officer with the authorization of the Board, shall have the power to appoint any person to act as assistant to any officer, or as agent for the Corporation in the officer’s stead, or to perform the duties of such officer whenever, for any reason, it is impracticable for such officer to act personally, and such assistant or acting officer or other agent so appointed by the Board shall have the power to perform all the duties of the office to which he or she is so appointed to act, except as such power may be otherwise defined or restricted by the Board.

4.11Salaries.  The salaries of the principal officers shall be fixed from time to time by the Board or by a duly authorized committee thereof, and no officer shall be prevented from receiving such salary by reason of the fact that the officer is also a director of the Corporation.

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ARTICLE V
CONTRACTS, LOANS, CHECKS AND DEPOSITS; SPECIAL CORPORATE ACTS

5.1Contracts.  The Board may authorize any officer or officers, agent or agents, to enter into any contract or execute or deliver any instrument in the name of and on behalf of the Corporation, and such authorization may be general or confined to specific instances.  In the absence of other designation, all deeds, mortgages and instruments of assignment or pledge made by the Corporation shall be executed in the name of the Corporation by the president or the vice-president and by the secretary, an assistant secretary, the treasurer or an assistant treasurer; the secretary or an assistant secretary, when necessary or required, shall affix the corporate seal thereto; and when so executed no other party to such instrument or any third party shall be required to make any inquiry into the authority of the signing officer or officers.

5.2Loans.  No indebtedness for borrowed money shall be contracted on behalf of the Corporation and no evidences of such indebtedness shall be issued in its name unless authorized by or under the authority of a resolution of the Board.  Such authorization may be general or confined to specific instances.

5.3Checks, Drafts, etc.  All checks, drafts or other orders for the payment of money, and all notes or other evidences of indebtedness issued in the name of the Corporation, shall be signed by such officer or officers, agent or agents of the Corporation and in such manner as shall from time to time be determined by or under the authority of a resolution of the Board.

5.4Deposits.  All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as may be selected by or under the authority of a resolution of the Board.

5.5Voting of Securities Owned by the Corporation.  Subject always to the specific direction of the Board, (a) any shares or other securities issued by any other corporation and owned or controlled by this Corporation may be voted at any meeting of security holders of such other corporation by the president of this Corporation if the president is present, or in the president’s absence by any vice-president of this Corporation who may be present, and (b) whenever, in the judgment of the president, or in the president’s absence, of any vice-president, it is desirable for this Corporation to appoint a proxy or to execute written consent in respect to any shares or other securities issued by any other corporation and owned by this Corporation, such appointment or consent shall be executed in the name of this Corporation by the president or one of the vice-presidents of this Corporation, without necessity of any authorization by the Board, affixation of corporate seal or countersignature or attestation by another officer.  Any person or persons designated in the manner above stated as the proxy or proxies of this Corporation shall have full right, power and authority to vote the shares or other securities issued by such other corporation and owned by this Corporation the same as such shares or other securities might be voted by this Corporation.

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ARTICLE VI
SHARES; CERTIFICATES FOR SHARES; TRANSFER OF SHARES

6.1Shares May be Represented by Certificates.  Shares of the Corporation may, but need not be, represented by certificates.  Except as otherwise provided by law, the rights and obligations of shareholders are identical whether or not their shares are represented by certificates.

6.2Certificates for Shares.  If shares of the Corporation are represented by certificates, such certificates shall be in a form, consistent with law, as shall be determined by the Board.  Such certificates shall state the name of the Corporation and that the Corporation is organized under the laws of the State and be signed by the president or a vice-president and by the secretary or an assistant secretary.  All certificates for shares shall be consecutively numbered or otherwise identified.  The name and address of the persons to whom the shares represented thereby are issued, with the number of shares and date of issue, shall be registered upon the stock transfer books of the Corporation.  All certificates surrendered to the Corporation for transfer shall be cancelled and no new certificate shall be issued until the fowler certificate for a like number of shares shall have been surrendered and cancelled, except as provided in Section 6.8 of these Bylaws.

6.3Facsimile Signatures and Seal on Certificates.  The signature of any officer upon a certificate may be a facsimile if the certificate is manually countersigned (a) by a transfer agent other than the Corporation or its employee, or (b) by a registrar other than the Corporation or its employee.  The seal of the Corporation on any certificate for shares may be a facsimile.

6.4Signature by Former Officers.  If the person who signed (either manually or in facsimile) a share certificate no longer holds office when the certificate is issued, the certificate is nevertheless valid.

6.5Transfer of Shares.  Prior to due presentment of a certificate for shares for registration of transfer, or prior to the registration of transfer of shares not represented by certificates, the Corporation may treat the registered owner of such shares as the person exclusively entitled to vote, to receive notifications and otherwise to exercise all the rights and powers of an owner.  Where a certificate for shares is presented to the Corporation with a request to register for transfer, the Corporation shall not be liable to the owner or any other persons suffering loss as a result of such registration of transfer if (a) there were on the certificate the necessary endorsements, and (b) the Corporation had no duty to inquire into adverse claims or has discharged any such duty.  The Corporation may require reasonable assurance that said endorsements are genuine and effective and in compliance with such other regulations as may be prescribed under the authority of the Board.  Similarly, the Corporation shall not be liable to the owner or any other persons suffering loss as a result of a registration of transfer of shares not represented by a certificate if evidence of such transfer is presented to the Corporation and the Corporation had no duty to inquire into adverse claims or has discharged any such duty.  The Corporation may make reasonable inquiries into the validity of any such transfer and may require reasonable assurance that such transfer is valid and is in compliance with any other regulations as may be prescribed under the authority of the Board.

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6.6Restrictions on Transfer.  The face or reverse side of each certificate representing shares shall bear a conspicuous notation of any restriction imposed by the Corporation, or by an agreement between or among the Corporation and the shareholders, upon the transfer of such shares.  Shareholders holding shares not represented by certificates shall be informed of any such restrictions upon the transfer of their shares in accordance with Section 6.7.

6.7Shares Without Certificates.  The Board may authorize the issuance without certificates of some or all shares of any or all of the Corporation’s classes or series of shares.  Such authorization shall not affect shares already represented by certificates until and unless they are surrendered to the Corporation.  The secretary shall, within a reasonable time following the issue or transfer of shares without certificates, provide to each new shareholder a written statement containing the name of the Corporation, stating that the Corporation is organized under the laws of the State, and setting forth the name of the person to whom the shares are issued, the number and class of shares, including the designation of the series, if any, of the shares issued to that person, the designations, relative rights, preferences and limitations applicable to each class, the variations and rights, preferences and limitations determined for each series, and the authority of the Board to determine variations for future series, and shall inform the shareholder, in a conspicuous statement, that the Corporation will furnish the shareholder a full statement of such information on request and without charge.  If there are any restrictions on the transfer of such shares imposed by the Corporation or by an agreement between or among the Corporation and the shareholders, the existence of such restriction shall be noted conspicuously in that statement.

6.8Lost, Destroyed or Stolen Certificates.  When the registered owner claims that its certificate for shares has been lost, destroyed, or wrongfully taken, a new certificate shall be issued in place thereof if the owner (a) so requests before the Corporation has notice that such shares have been acquired by a bona fide purchaser; (b) files with the Corporation an indemnity bond in such amount as is prescribed by the Board; and (c) satisfies such other reasonable requirements as the Board may prescribe.

6.9Consideration for Shares.  The shares of the Corporation may be issued for such consideration as shall be fixed from time to time by the Board, provided that any shares having a par value shall not be issued for a consideration less than the par value thereof.  The Board may authorize shares to be issued for consideration consisting of any tangible or intangible property or benefit to the Corporation, including cash, promissory notes, services performed, promises to perform services evidenced by a written contract, or other securities of the Corporation.  When payment of the consideration for which shares are to be issued shall have been received by the Corporation, such shares shall be deemed fully paid and nonassessable by the Corporation.  No share, whether represented by a certificate or not, shall be issued, and no certificate for any share shall be issued, until such share is fully paid.  The Corporation may place in escrow shares issued for future services or benefits or a promissory note, or make other arrangements to restrict the transfer of the shares, and may credit distributions in respect of the shares against their purchase price, until the services are performed, the note is paid, or the benefits are received.  If the services are not performed, the note is not paid, or the benefits are not received, the Corporation may cancel, in whole or in part, the shares escrowed or restricted and the distributions credited.

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ARTICLE VII
SEAL

The Board shall provide a corporate seal which shall be circular in form and shall have inscribed thereon the name of the Corporation and the State and the words “Corporate Seal.”

ARTICLE VIII
AMENDMENTS

8.1By Shareholders.  These Bylaws may be altered, amended or repealed and new Bylaws may be adopted by action of the shareholders at a meeting of the shareholders duly called and noticed under the provisions of these Bylaws.

8.2By Directors.  Except as provided herein, these Bylaws may also be altered, amended or repealed and new Bylaws may be adopted by action of the Board; provided that no bylaw adopted by the shareholders shall be amended or repealed by the Board if that bylaw so provides.

8.3Implied Amendments.  Any action taken or authorized by the shareholders or by the Board, which would be inconsistent with the Bylaws then in effect but is taken or authorized by affirmative vote of not less than the number of shares or the number of directors required to amend the Bylaws so that the Bylaws would be consistent with such action, shall be given the same effect as though the Bylaws had been temporarily amended or suspended so far, but only so far, as is necessary to permit the specific action so taken or authorized.

ARTICLE IX
INDEMNIFICATION

9.1Mandatory Indemnification.  The Corporation shall, to the fullest extent permitted by law, indemnify any person described in Section 9.2 against any liability (including but not limited to any obligation to pay a judgment, settlement, penalty, fine, or excise tax assessed with respect to an employee benefit plan), and any expense (including but not limited to counsel fees), and the Corporation shall advance to such person any reasonable expense, where such liability or expense is incurred by such person in connection with any proceeding.  “Proceeding” for purposes of this Article IX shall include any threatened, pending or completed action, suit or proceeding of any nature, whether civil, criminal, administrative or investigative.  Such rights of indemnification and the advancement of expenses shall inure to the benefit of the heirs, executors, administrators and personal representatives of such a person and shall not be deemed exclusive of any other rights to indemnification against liabilities or the advancement of expenses to which a party may be entitled under any written agreement, Board resolution, vote of shareholders or law.  The Corporation shall take any affirmative action necessary to effect such indemnification or advancement of expenses under the requirements of applicable law, including, without limitation, the requirements of Section 607.0850, Florida Statutes.

9.2Indemnities.  The mandatory indemnification provided for in Section 9.1 is available to any person who was or is a party or threatened to be made a party to any proceeding by reason of the fact that the person is or was a director, officer, employee, or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer,

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employee, or agent of any other corporation or enterprise, with respect to liabilities and expenses arising from such proceeding.

9.3Permissive Supplementary Benefits.  The Corporation may, but shall not be required to, supplement the rights of indemnification and advancement of expenses under this Article IX by (a) purchasing insurance on behalf of any one or more of such persons, whether or not the Corporation would be obligated to indemnify or advance expenses for such person under this Article IX, (b) entering into individual or group indemnification agreements with any one or more of such persons, and (c) advancing related expenses to such a person.

9.4Amendment.  This Article IX may be amended or repealed only by action of the shareholders and not by action of the Board.

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CERTIFICATE OF ADOPTION

I hereby certify that the foregoing Bylaws were duly adopted pursuant to written Action by Unanimous Written Consent in Lieu of Organizational Meeting of the Directors dated May 9, 2011.

/s/ Jennifer A. West

Jennifer A. West, Secretary

EX-3.118

Exhibit 3.118

STATE of DELAWARE
CERTIFICATE of INCORPORATION
A STOCK CORPORATION

·First:  The name of this Corporation is Resort Sales Services, Inc.                                                                             .

·Second:  Its registered office in the State of Delaware is to be located at 3411 Silverside 0Road Rodney Building #104 Street, in the City of Wilmington County of New Castle Zip Code 19810.  The registered agent in charge thereof is Corporate Creations Network Inc.                                                                                                                                                                   .

·Third:  The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation law of Delaware.

·Fourth:  The amount of the total stock of this corporation is authorized to issue is 1,000 shares (number of authorized shares) with a par value of 0.001 per share.

·Fifth:  The name and mailing address of the incorporator are as follows:

Name Corporate Creations International, Inc.

Mailing Address 1380 Prosperity Farms Rd. #221E

Palm Beach Gardens Florida Zip Code 33410

·I, The Undersigned, for the purpose of forming a corporation under the laws of the State of Delaware, do make, file and record this Certificate, and do certify that the facts herein stated are true, and I have accordingly hereunto set my hands this 23rd day of January, A.D. 2015.

BY:	/s/ Timothy Pratts
	(Incorporator)
Corporate Creations International Inc. — Incorporator
NAME:		By:	Tim Pratts, Special Secretary
			(type or print)

EX-3.119

Exhibit 3.119

BY-LAWS

OF

RESORT SALES SERVICES, INC.

(as of January 2015)

ARTICLE I

OFFICES

SECTION 1.REGISTERED OFFICE — The registered office of Resort Sales Services, Inc. (the “Corporation”) shall be established and maintained at the office of Corporate Creations Network, Inc. at 3411 Silverside Road Rodney Building #104, in the City of Wilmington, County of New Castle, State of Delaware 19801, and said Corporate Creations Network, Inc. shall be the registered agent of the Corporation in charge thereof.

SECTION 2.OTHER OFFICES — The Corporation may have other offices, either within or without the State of Delaware, at such place or places as the Board of Directors may from time to time select or the business of the Corporation may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

SECTION 1.ANNUAL MEETINGS — Annual meetings of stockholders for the election of directors, and for such other business as may be stated in the notice of the meeting, shall be held at such place, either within or without the State of Delaware, and at such time and date as the Board of Directors, by resolution, shall determine and as set forth in the notice of the meeting.  If the Board of Directors fails so to determine the time, date and place of meeting, the annual meeting of stockholders shall be held at the registered office of the Corporation on the first Tuesday in April.  If the date of the annual meeting shall fall upon a legal holiday, the

meeting shall be held on the next succeeding business day.  At each annual meeting, the stockholders entitled to vote shall elect a Board of Directors and they may transact such other corporate business as shall be stated in the notice of the meeting.

SECTION 2.SPECIAL MEETINGS — Special meetings of the stockholders for any purpose or purposes may be called by the Chairman of the Board, the President or the Secretary, or by resolution of the Board of Directors.

SECTION 3.VOTING — Each stockholder entitled to vote in accordance with the terms of the Certificate of Incorporation of the Corporation and these By-Laws may vote in person or by proxy, but no proxy shall be voted after three years from its date unless such proxy provides for a longer period.  All elections for directors shall be decided by plurality vote; all other questions shall be decided by majority vote except as otherwise provided by the Certificate of Incorporation or the laws of the State of Delaware.

A complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, with the address of each, and the number of shares held by each, shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is entitled to be present.

SECTION 4.QUORUM — Except as otherwise required by law, by the Certificate of Incorporation of the Corporation or by these By-Laws, the presence, in person or by proxy, of stockholders holding shares constituting a majority of the voting power of the Corporation shall

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constitute a quorum at all meetings of the stockholders.  In case a quorum shall not be present at any meeting, a majority in interest of the stockholders entitled to vote thereat, present in person or by proxy, shall have the power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until the requisite amount of stock entitled to vote shall be present.  At any such adjourned meeting at which the requisite amount of stock entitled to vote shall be represented, any business may be transacted that might have been transacted at the meeting as originally noticed; but only those stockholders entitled to vote at the meeting as originally noticed shall be entitled to vote at any adjournment or adjournments thereof.

SECTION 5.NOTICE OF MEETINGS — Written notice, stating the place, date and time of the meeting, and the general nature of the business to be considered, shall be given to each stockholder entitled to vote thereat, at his or her address as it appears on the records of the Corporation, not less than ten nor more than sixty days before the date of the meeting.  No business other than that stated in the notice shall be transacted at any meeting without the unanimous consent of all the stockholders entitled to vote thereat.

SECTION 6.ACTION WITHOUT MEETING — Unless otherwise provided by the Certificate of Incorporation of the Corporation, any action required or permitted to be taken at any annual or special meeting of stockholders may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

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ARTICLE III

DIRECTORS

SECTION 1.NUMBER AND TERM — The business and affairs of the Corporation shall be managed under the direction of a Board of Directors which shall consist of not less than two persons.  The exact number of directors shall initially be two and may thereafter be fixed from time to time by the Board of Directors.  Directors shall be elected at the annual meeting of stockholders and each director shall be elected to serve until his or her successor shall be elected and shall qualify.  A director need not be a stockholder.

SECTION 2.RESIGNATIONS — Any director may resign at any time.  Such resignation shall be made in writing, and shall take effect at the time specified therein, and if no time be specified, at the time of its receipt by the Chairman of the Board, the President or the Secretary.  The acceptance of a resignation shall not be necessary to make it effective.

SECTION 3.VACANCIES — If the office of any director becomes vacant, the remaining directors in the office, though less than a quorum, by a majority vote, may appoint any qualified person to fill such vacancy, who shall hold office for the unexpired term and until his or her successor shall be duly chosen.  If the office of any director becomes vacant and there are no remaining directors, the stockholders, by the affirmative vote of the holders of shares constituting a majority of the voting power of the Corporation, at a special meeting called for such purpose, may appoint any qualified person to fill such vacancy.

SECTION 4.REMOVAL — Except as hereinafter provided, any director or directors may be removed either for or without cause at any time by the affirmative vote of the holders of a majority of the voting power entitled to vote for the election of directors, at an annual meeting or a special meeting called for the purpose, and the vacancy thus created may be filled, at such

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meeting, by the affirmative vote of holders of shares constituting a majority of the voting power of the Corporation.

SECTION 5.COMMITTEES — The Board of Directors may, by resolution or resolutions passed by a majority of the whole Board of Directors, designate one or more committees, each committee to consist of one or more directors of the Corporation.  Any such committee, to the extent provided in the resolution of the Board of Directors, or in these By-Laws, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it.

SECTION 6.MEETINGS — The newly elected directors may hold their first meeting for the purpose of organization and the transaction of business, if a quorum be present, immediately after the annual meeting of the stockholders; or the time and place of such meeting may be fixed by consent of all the Directors.

Regular meetings of the Board of Directors may be held without notice at such places and times as shall be determined from time to time by resolution of the Board of Directors.

Special meetings of the Board of Directors may be called by the Chairman of the Board or the President, or by the Secretary on the written request of any director, on at least one day’s notice to each director (except that notice to any director may be waived in writing by such director) and shall be held at such place or places as may be determined by the Board of Directors, or as shall be stated in the call of the meeting.

Unless otherwise restricted by the Certificate of Incorporation of the Corporation or these By-Laws, members of the Board of Directors, or any committee designated by the Board of Directors, may participate in any meeting of the Board of Directors or any committee thereof by

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means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.

SECTION 7.QUORUM — A majority of the Directors shall constitute a quorum for the transaction of business.  If at any meeting of the Board of Directors there shall be less than a quorum present, a majority of those present may adjourn the meeting from time to time until a quorum is obtained, and no further notice thereof need be given other than by announcement at the meeting which shall be so adjourned.  The vote of the majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors unless the Certificate of Incorporation of the Corporation or these By-Laws shall require the vote of a greater number.

SECTION 8.COMPENSATION — Directors shall not receive any stated salary for their services as directors or as members of committees, but by resolution of the Board of Directors a fixed fee and expenses of attendance may be allowed for attendance at each meeting.  Nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity as an officer, agent or otherwise, and receiving compensation therefor.

SECTION 9.ACTION WITHOUT MEETING — Any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting if a written consent thereto is signed by all members of the Board of Directors or of such committee, as the case may be, and such written consent is filed with the minutes of proceedings of the Board of Directors or such committee.

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ARTICLE IV

OFFICERS

SECTION 1.OFFICERS — The officers of the Corporation shall be, a President, one or more Vice Presidents, a Treasurer and a Secretary, all of whom shall be elected by the Board of Directors and shall hold office until their successors are duly elected and qualified.  In addition, the Board of Directors may elect a Chairman of the Board and such Assistant Secretaries and Assistant Treasurers as they may deem proper.  The Board of Directors may appoint such other officers and agents as it may deem advisable, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors.

SECTION 2.PRESIDENT — The President shall be the Chief Executive Officer of the Corporation.  He or she shall have the general powers and duties of supervision and management usually vested in the office of President of a corporation.  The President shall have the power to execute bonds, mortgages and other contracts on behalf of the Corporation, and to cause the seal to be affixed to any instrument requiring it, and when so affixed the seal shall be attested to by the signature of the Secretary or the Treasurer or an Assistant Secretary or an Assistant Treasurer.

SECTION 3.VICE PRESIDENTS — Each Vice President shall have such powers and shall perform such duties as shall be assigned to him or her by the Board of Directors.

SECTION 4.TREASURER — The Treasurer shall be the Chief Financial Officer of the Corporation.  He or she shall have the custody of the Corporate funds and securities and shall keep full and accurate account of receipts and disbursements in books belonging to the Corporation.  He or she shall deposit all moneys and other valuables in the name and to the credit of the Corporation in such depositaries as may be designated by the Board of Directors.  He or

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she shall disburse the funds of the Corporation as may be ordered by the Board of Directors, the Chairman of the Board, or the President, taking proper vouchers for such disbursements.  He or she shall render to the Chairman of the Board, the President and Board of Directors at the regular meetings of the Board of Directors, or whenever they may request it, an account of all his or her transactions as Treasurer and of the financial condition of the Corporation.  If required by the Board of Directors, he or she shall give the Corporation a bond for the faithful discharge of his or her duties in such amount and with such surety as the Board of Directors shall prescribe.

SECTION 5.SECRETARY — The Secretary shall give, or cause to be given, notice of all meetings of stockholders and of the Board of Directors and all other notices required by law or by these By-Laws, and in case of his or her absence or refusal or neglect so to do, any such notice may be given by any person thereunto directed by the Chairman of the Board or the President, or by the Board of Directors, upon whose request the meeting is called as provided in these By-Laws. He or she shall record all the proceedings of the meetings of the Board of Directors, any committees thereof and the stockholders of the Corporation in a book to be kept for that purpose, and shall perform such other duties as may be assigned to him or her by the Board of Directors, the Chairman of the Board or the President.  He or she shall have the custody of the seal of the Corporation and shall affix the same to all instruments requiring it, when authorized by the Board of Directors, the Chairman of the Board or the President, and attest to the same.

SECTION 6.ASSISTANT TREASURERS AND ASSISTANT SECRETARIES — Assistant Treasurers and Assistant Secretaries, if any, shall be elected and shall have such powers and shall perform such duties as shall be assigned to them, respectively, by the Board of Directors.

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ARTICLE V

MISCELLANEOUS

SECTION 1.CERTIFICATES OF STOCK — A certificate of stock shall be issued to each stockholder certifying the number of shares owned by such stockholder in the Corporation.  Certificates of stock of the Corporation shall be of such form and device as the Board of Directors may from time to time determine.

SECTION 2.LOST CERTIFICATES — A new certificate of stock may be issued in the place of any certificate theretofore issued by the Corporation, alleged to have been lost or destroyed, and the Board of Directors may, in its discretion, require the owner of the lost or destroyed certificate, or such owner’s legal representatives, to give the Corporation a bond, in such sum as they may direct, not exceeding double the value of the stock, to indemnify the Corporation against any claim that may be made against it on account of the alleged loss of any such certificate, or the issuance of any such new certificate.

SECTION 3.TRANSFER OF SHARES — The shares of stock of the Corporation shall be transferable only upon its books by the holders thereof in person or by their duly authorized attorneys or legal representatives, and upon such transfer the old certificates shall be surrendered to the Corporation by the delivery thereof to the person in charge of the stock and transfer books and ledgers, or to such other person as the Board of Directors may designate, by whom they shall be cancelled, and new certificates shall thereupon be issued. A record shall be made of each transfer and whenever a transfer shall be made for collateral security, and not absolutely, it shall be so expressed in the entry of the transfer.

SECTION 4.STOCKHOLDERS RECORD DATE — In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or

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entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution ‘‘fixing the record date is adopted by the Board of Directors and which record date: (1) in the case of determination of stockholders entitled to vote at any meeting of stockholders or adjournment thereof, shall, unless otherwise required by law, not be more than sixty nor less than ten days before the date of such meeting; (2) in the case of determination of stockholders entitled to express consent to corporate action in writing without a meeting, shall not be more than ten days from the date upon which the resolution fixing the record date is adopted by the Board of Directors; and (3) in the case of any other action, shall not be more than sixty days prior to such other action. If no record date is fixed: (1) the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held; (2) the record date for determining stockholders entitled to express consent to corporate action in writing without a meeting when no prior action of the Board of Directors is required by law, shall be the first day on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation in accordance with applicable law, or, if prior action by the Board of Directors is required by law, shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action; and (3) the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto. A determination of stockholders of record entitled to notice of or to

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vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

SECTION 5.DIVIDENDS — Subject to the provisions of the Certificate of Incorporation of the Corporation, the Board of Directors may, out of funds legally available therefor at any regular or special meeting, declare dividends upon stock of the Corporation as and when they deem appropriate.  Before declaring any dividend there may be set apart out of any funds of the Corporation available for dividends, such sum or sums as the Board of Directors from time to time in their discretion deem proper for working capital or as a reserve fund to meet contingencies or for equalizing dividends or for such other purposes as the Board of Directors shall deem conducive to the interests of the Corporation.

SECTION 6.SEAL — The corporate seal of the Corporation shall be in such form as shall be determined by resolution of the Board of Directors.  Said seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise imprinted upon the subject document or paper.

SECTION 7.FISCAL YEAR — The fiscal year of the Corporation shall be determined by resolution of the Board of Directors.

SECTION 8.CHECKS — All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation shall be signed by such officer or officers, or agent or agents, of the Corporation, and in such manner as shall be determined from time to time by resolution of the Board of Directors.

SECTION 9.NOTICE AND WAIVER OF NOTICE — Whenever any notice is required to be given under these By-Laws, personal notice is not required unless expressly so stated, and any notice so required shall be deemed to be sufficient if given by depositing the same in the

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United States mail, postage prepaid, addressed to the person entitled thereto at his or her address as it appears on the records of the Corporation, and such notice shall be deemed to have been given on the day of such mailing. Stockholders not entitled to vote shall not be entitled to receive notice of any meetings except as otherwise provided by law.  Whenever any notice is required to be given under the provisions of any law, or under the provisions of the Certificate of Incorporation of the Corporation or of these By-Laws, a waiver thereof, in writing and signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent to such required notice.

ARTICLE VI

AMENDMENTS

These By-Laws may be altered, amended or repealed at any annual meeting of the stockholders (or at any special meeting thereof if notice of such proposed alteration, amendment or repeal to be considered is contained in the notice of such special meeting) by the affirmative vote of the holders of shares constituting a majority of the voting power of the Corporation.  Except as otherwise provided in the Certificate of Incorporation of the Corporation, the Board of Directors may by majority vote of those present at any meeting at which a quorum is present after, amend or repeal these By-Laws, or enact such other By-Laws as in their judgment may be advisable for the regulation and conduct of the affairs of the Corporation.

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EX-3.122

Exhibit 3.122

ARTICLES OF INCORPORATION

of

S.O.I. ACQUISITION CORP.

The undersigned incorporator, for the purpose of forming a corporation (hereinafter referred to as the “Corporation”) under the Florida Business Corporation Act, hereby adopts the following Articles of Incorporation.

Article I:          The name of the Corporation shall be S.O.I. ACQUISITION CORP.

Article II:        The principal place of business and mailing address of the Corporation shall be 6262 Sunset Drive, Miami, Florida 33143.

Article III:       The maximum number of shares that the Corporation is authorized to issue is 1,000 shares of common stock, par value of $ 0.01 dollars per share.

Article IV:       The name and street address of the initial registered agent is Corporate Creations Network Inc., 11380 Prosperity Farms Road #221E, Palm Beach Gardens, FL  33410.

The written acceptance of the initial registered agent, as required by the provisions of Section 607.0501(3) of the Florida Business Corporation Act, is set forth following the signature of the incorporator and is made a part thereof.

Article V:         The name and street address of the incorporator to these Articles of Incorporation is:   Jennifer A. West, 6262 Sunset Drive, Miami, Florida 33143

Article VI:       The Corporation is organized to engage in any or all lawful business for which corporations may be incorporated under the provisions of the Florida Statutes.

Article VII:      The period of duration of the Corporation is perpetual.

Article VIII:    The Corporation shall, to the fullest extent legally permissible under the provisions of the Florida Business Corporation Act, as the same may be amended and supplemented, indemnify and hold harmless any and all persons whom it shall have power to indemnify under said provisions from and against any and all liabilities (including expenses) imposed upon or reasonably incurred by such person in connection with any action, suit or other proceeding in which such person may be involved or with which such person may be threatened, or other matters referred to in or covered by said provisions both as to action in such person’s official capacity and as to

action in any other capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee or agent of the Corporation. Such indemnification provided shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any Bylaw, Agreement or Resolution adopted by the shareholders entitled to vote thereon after notice.

The undersigned incorporator has executed these Articles of Incorporation this 11th day of February, 2014.

/s/ Jennifer A. West

Jennifer A. West, Incorporator

Corporate Creations Network Inc. having been named as registered agent and to accept service of process for the above-stated Corporation at the place designated in these Articles of Incorporation, hereby accepts the appointment as registered agent and agrees to act in such capacity.  Corporate Creations Network Inc. further agrees to comply with the provisions of all statutes relating to the proper and complete performance of its duties, and is familiar with and accepts the obligations of its position as registered agent.

CORPORATE CREATIONS NETWORK INC.
By:	/s/ Julianna Needham, special secretary
Date:	02/11/14

EX-3.123

Exhibit 3.123

BYLAWS
OF
S.O.I. ACQUISITION CORP. (a Florida corporation)

ARTICLE I
OFFICES

1.1.         Principal Office and Other Offices.  The principal office of S.O.I. ACQUISITION CORP. (the “Corporation”) shall be located at 6262 Sunset Drive, Miami, Florida 33143 or such place within or outside the State of Florida (the “State”) as the Board of Directors (the “Board”) may from time to time designate.  The Corporation may have other offices for the transaction of the affairs of the Corporation located at such other places both within and without the State as the Board may from time to time designate or as the business of the Corporation may require.

1.2.         Registered Office and Agent.  The Corporation shall have and continuously maintain in the State a registered office and have a registered agent, as required by law.  Such office may, but need not, be identical with the principal office of the Corporation in the State of Florida.  The Corporation may from time to time change its registered office or its registered agent, or both, by a resolution of the Board that adopts the change and authorizes the president or vice-president to execute and submit for filing with the Department of State a statement of change setting forth the information required by law.  Any new registered agent designated by such statement shall acknowledge in writing such statement, and any new or successor registered agent shall simultaneously file with the Department of State a written statement, in the form and manner prescribed by law, accepting the appointment and stating the registered agent’s familiarity with and acceptance of the obligations provided for under the laws of the State,

ARTICLE II
SHAREHOLDERS

2.1.         Annual Meetings.  The annual meeting of shareholders for the purpose of electing directors and for the transaction of such other matters as may properly come before the meeting shall be held during the month of April each year or at such other time and. date as may be fixed by or under the authority of the Board; provided, the annual meeting of the shareholders for any year shall be held no later than thirteen (13) months after the last annual meeting of the shareholders.  However, failure to hold a timely annual meeting shall in no way affect the terms of officers or directors of the Corporation or the validity of actions of the Corporation.

2.2.         Special Meeting.  Special meetings of the shareholders, for any purpose or purposes, unless otherwise prescribed by statute, may be called by the president or the Board or by the person designated in one or more written request(s) of the holders of not less than ten percent (10%) of all the votes entitled to be cast on any issue proposed to be considered at such special meeting, which requests must be delivered to the Corporation’s secretary describing the purpose or purposes for which such meeting is to be held.

2.3.         Place of Meeting.  The Board may designate any place, either within or without the State, as the place of meeting for any annual meeting or for any special meeting called by the

Board.  A waiver of notice signed by all shareholders entitled to vote at a meeting may designate any place either within or without the State as the place for the holding of such meeting.  If no designation is made for the place of meeting, or if the meeting is otherwise called, then the place of meeting shall be the principal business office of the Corporation within the State or such other suitable place in the county of such principal office as may be designated by the person calling such meeting, but any meeting may be adjourned to reconvene at any place designated by vote of a majority of the shares represented thereat,

2.4.         Notice of Meeting.  A written notice of each shareholders’ meeting stating the place, day, and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered either personally or by first-class mail to each shareholder of record entitled to vote at such meeting not less than ten (1.0) or more than sixty (60) days before the date of the meeting.  Notice shall be given by or at the direction of the president, the secretary, or the officer or persons calling the meeting.  If notice is by mail, such notice shall be deemed to have been delivered when deposited with postage prepaid thereon the United States mail, addressed to the shareholder at the address of the shareholder as it appears on the stock transfer books of the Corporation.

2.5.         Waiver of Notice.  A written waiver of notice signed by a shareholder who was entitled to notice of a meeting of the shareholders, whether the waiver is given before or after the time required for the notice, shall be equivalent to the giving of such notice provided such written waiver is delivered to the Corporation for inclusion in the minutes or filing with the corporate records.  A shareholder’s attendance at a meeting shall constitute a waiver of notice of such meeting unless the shareholder at the beginning of the meeting objects to holding the meeting or transacting business at the meeting.  Further, in the case of a special meeting, a shareholder’s attendance shall constitute a waiver of objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in. the meeting notice, unless the shareholder objects to considering the matter when it is presented.

2.6.         Adjournment.  Any meeting of the shareholders may be adjourned to another time or place by a majority vote of the shares entitled to vote and which are represented at the meeting.  When all of the shares entitled to vote are represented in person or by proxy at a meeting, and such meeting is adjourned to another time or place, it shall not be necessary to give any notice of the adjourned meeting, if the time and the place to which the -meeting is adjourned are announced at the meeting at which the adjournment is taken.  Any business may be transacted at such adjourned meeting that might have been transacted at the original meeting.  If all of the shares entitled to vote are not represented at the meeting at which adjournment is taken, then notice of the adjourned meeting shall be given to cash shareholder of record in the manner prescribed by Section 2.4.  In all cases, however, if, after the adjournment, the Board fixes a new record date for the adjourned meeting, then notice of the adjourned meeting shall be given as provided in this Article II to each shareholder of record under the new record date who is entitled to vote at the adjourned meeting.

2.7.         Fixing of Record Date.  For the purpose of determining the shareholders who are entitled to receive notice of or to vote at any shareholders’ meeting or any adjournment thereof, to express consent to corporate action in writing without a meeting, or to receive payment of any dividend or other distribution or allotment of any rights, and pursuant to any other purpose requiring a determination of shareholders, the Board may fix, in advance, a record date for any

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such determination of shareholders.  Such record date shall not be more than seventy (70) days before the date on which the particular action requiring such determination of shareholders is to be taken.  If no such record date is fixed, then the date on which notice of a shareholders’ meeting is delivered or the date on which the Board adopts a resolution declaring a dividend, as the case may be, shall be the record date for such determination of shareholders.  In the case of an. adjourned meeting, the record date for the original meeting shall apply to the adjournment thereof unless the Board fixes a new record date in accordance with these Bylaws; provided, however, that the Board shall be required to fix a new record date for such adjourned meeting if the adjournment is to a date more than one hundred twenty (120) days after the date fixed for the original meeting.

2.8.         Record of Shareholders Having Voting Rights.  After fixing a record date for a shareholders’ meeting, the secretary of the Corporation shall, at least ten (10) days before such meeting, prepare a complete, alphabetical list of the shareholders entitled to notice of such meeting, arranged by the voting groups of the shareholders entitled to vote on the matters to come before the meeting, with the address of, and the number, class and series, if any, of shares held by each.  For a period of ten (10) days prior to the meeting, or such shorter time as exists between the record date and the meeting and continuing through the meeting, the shareholders list shall be made available for inspection at the Corporation’s principal office, at a place identified in the meeting notice in the city where the meeting will be held, or at the office of the Corporation’s transfer agent or registrar, and such list shall be subject to inspection upon written demand by any shareholder or the shareholder’s agent or attorney, at the shareholder’s expense, at any time during usual business hours during the period it is available for inspection. Such list shall also be available at the meeting, and any shareholder or the shareholder’s agent or attorney is entitled to inspect the list at any time during the meeting or any adjournment thereof, If the requirements of this Section 2.8 have not been substantially complied with, then upon the demand, in person or by proxy, of any shareholder who failed to get access to such list, the meeting shall be adjourned until the requirements of this Section are complied with; provided, however, that any failure to comply with the requirements of this Section shall not affect the validity of any action taken at such meeting. A shareholder may not sell or otherwise distribute any information or records inspected under this Section, except to the extent permitted by law.

2.9.         Shareholder Quorum and Voting.  A majority of the shares entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of the shareholders.  If a quorum exists, action on a matter, other than the election of directors, is approved if the votes cast by the holders of the shares represented at the meeting and entitled to vote on the subject matter favoring the action exceed the votes cast opposing the action, unless the vote of a greater number is required by law, the Articles of Incorporation, or these Bylaws.  After a quorum has been established at a shareholders’ meeting, the subsequent withdrawal of shareholders, which reduces the number of shares entitled to vote below the number required for a quorum, shall not affect the validity of any action taken at the meeting or any adjournment thereof Where a quorum is not present, the holders of a majority of the shares represented and who would be entitled to vote at the meeting if a quorum were present may adjourn such meeting.

2.10.       Conduct of Meeting.  The president, and in the president’s absence, a vice-president in the order provided under Section 4.6, and in their absence, any person chosen by the shareholders present, shall call the meeting of the shareholders to order and shall act as chairman of the meeting, and the secretary of the Corporation shall act as secretary of all meetings of the

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shareholders, but, in the absence of the secretary, the person acting as chairman of the meeting may appoint any other person to act as secretary of the meeting.

2.11.       Proxies.  Every shareholder entitled to vote at a shareholders’ meeting, or entitled to express consent or dissent without a meeting, or the duly authorized attorney-in-fact of such shareholder, may authorize another person or other persons to act as the shareholder’s proxy.  A shareholder may appoint a proxy to vote or otherwise act for the shareholder by signing an appointment form, either personally or by the shareholder’s attorney-in-fact.  Any executed appointment form appearing to have been transmitted by such person, electronically or otherwise, shall be a sufficient appointment form.  An appointment of a proxy is effective when received by the secretary or other officer or agent authorized to tabulate votes, and unless otherwise stated in the appointment form, the appointment of a proxy shall be valid only for a period of eleven (11) months.  Every appointment of a proxy shall be revocable at the pleasure of the shareholder who executed it, except as otherwise provided by law.

The authority of a proxy to act shall not be revoked by the death or incapacity of the shareholder who executed the appointment, unless, before the authority is exercised under the appointment, notice of such death or incapacity is received by the secretary of the Corporation or other agent of the Corporation authorized to tabulate votes.

Any proxy may appoint, in writing, a substitute to act in the proxy’s place, if the appointment of the proxy expressly provides for such substitution.  If an appointment confers proxy authority upon more than one person, and if the appointment does not otherwise provide, a majority of the authorized persons, or, if only one is present, then that one, may exercise all the powers conferred by the appointment; provided, however, if the proxies present at the meeting are equally divided as to the right and manner of voting, then the voting of such Shares shall be prorated.

2.12.       Voting of Shares.  Subject to the provisions of this Article 11 of these Bylaws, the Articles of Incorporation, and the laws of the State, each outstanding share shall be entitled to one vote on each matter submitted to a vote at a meeting of the shareholders.

2.13.       Action Without Meeting.  Any action of the shareholders required or permitted to be taken at an annual or special meeting of the shareholders may be taken without a meeting, without prior notice, and without a vote, if one or more written consents setting forth the .action so taken is or are dated and signed by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted, provided such consent or consents are delivered to the Corporation at its principal office in. the State, to the Corporation’s principal place of business, or to the secretary, within sixty (60) days of the date of the earliest dated consent delivered in such manner, Any written consent may be revoked prior to the date the Corporation receives the required number of consents to authorize the proposed action, provided that such revocation most be in writing and shall not be effective until received by the Corporation in the manner set forth above. Within ten (10) days after obtaining such authorization by written consent, the Corporation shall give notice to the shareholders who have not consented in writing or who were not entitled to vote on the action taken in the consent.  Such notice shall fairly summarize the material features of the authorized action and, if the action is one for which

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dissenters’ rights are provided by applicable corporate laws of the State, such notice shall contain a clear statement of the right of shareholders dissenting from the action to be paid the fair value of their shares upon compliance with applicable provisions of the laws of the State.  Whenever action is taken pursuant to this Section 2.13, the written consent of the shareholders consenting thereto or the written reports of inspectors appointed to tabulate such consents shall be filed with the minutes of proceedings of shareholders.  Any certificate that is required by law to be filed as a result of an action of the shareholders taken under this Section 2.13 shall state that written consent for such action was given in accordance with the laws of the State.

ARTICLE III
BOARD OF DIRECTORS

3.1.         General Powers and Number.  The business and affairs of the Corporation shall be managed by the Board subject to any limitations set forth under the laws of the State, the Articles of Incorporation, and these Bylaws concerning corporate action that must be authorized or approved by the shareholders.  The number of directors of the Corporation shall be three (3) initially.  The number of directors may be increased or decreased from time to time by resolution of the directors, but shall never be less than one (1) nor more than seven (7).

3.2.         Election of Directors.  Directors shall be elected at the annual meeting of shareholders by a plurality of the votes cast by the shares entitled to vote in the election where each shareholder who is entitled to vote at an election of directors has the right to vote the number of Shares owned by the shareholder for as many persons as there are directors to be elected and for whose election the shareholder has a right to vote.  Shareholders do not have a right to cumulate their votes for directors.

3.3.         Tenure Qualifications.  Each director shall hold office (a) until the next annual meeting of the shareholders and until a successor shall have been elected, (b) until the director’s prior death, resignation or removal, or (c) until there is a decrease in the number of directors which takes effect after the expiration of his or her term.  Directors shall be eighteen (18) years of age or older but need not be residents of the State or shareholders of the Corporation.

3.4.         Resignation and Removal.  A director may resign at any time by delivering a written notice of resignation to the Board or its chairman (if any) or to the secretary of the Corporation.  A director’s resignation is effective when the notice is delivered unless the notice specifies a later effective date.  Directors may be removed, with or without cause, at a shareholders’ meeting called with notice of that purpose, by a vote of the holders of the shares then entitled to vote to elect that director provided the number of votes cast to remove the director exceeds the number of votes cast not to remove the director.

3.5.         Vacancies.  Any vacancy occurring in the Board, including any vacancy created by reason of an increase in the number of directors, may be filled by the affirmative vote of a majority of the remaining directors, though the remaining directors constitute less than a quorum of the Board; provided, however, if a vacancy is created by removal of a director by action of the shareholders, then the shareholders shall have the right to fill such vacancy at the same meeting or any adjournment thereof.

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3.6.         Regular Meetings.  A regular meeting of the Board shall be held without notice other than this Section 3.6 immediately after the annual meeting of shareholders, and each adjourned session thereof.  The place of such regular meeting shall be the same as the place of the meeting of shareholders which precedes it, or such other suitable place as may he announced at such meeting of shareholders.  The Board may provide, by resolution, the time and place, either within or without the State, for the holding of additional regular meetings without notice other than such resolution.

3.7.         Special Meetings.  Special meetings of the Board may be called by or at the request of the president, secretary, or any director.  The president or secretary calling any special meeting of the Board may fix any place, either within or without the State, as the place for holding any special meeting of the Board called by either of them, and if no other place is fixed the place of the meeting shall be the principal business office of the Corporation in the State.

3.8.         Notice; Waiver.  Except to the extent provided in Section 3.6 of these Bylaws, notice of each meeting of the Board shall be given to each director (a) by personal delivery; facsimile, or electronic mail transmission not less than forty-eight (48) hours before the meeting or (b) by first-class mail, addressed to the business address or such other address as the director shall have designated in a writing filed with the secretary, and mailed not less than five (5) business days before the meeting.  If mailed, such notice shall be deemed to be delivered when deposited in the United States mail with postage prepaid and properly addressed.  If sent by facsimile, or electronic mail transmission, such notice shall be deemed to be delivered when transmitted to the director at a facsimile number or email address furnished by the director to the Corporation and as shown in the Corporation’s records.  However, any notice to any director required under these Bylaws or under any provision of law may be waived if such director signs a waiver of notice at any time, either before or after the time of the meeting.  If a director has not been given notice as required under these Bylaws or under provisions of law, but the director attends the meeting, the director’s attendance shall constitute a waiver of notice of such meeting and a waiver of all objections to the time and place of the meeting and the manner in which it was called or convened, except, when a director states, at the beginning of, such meeting, or promptly upon arrival at the meeting, any objection to the transaction of business because the meeting was not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board need be specified in either the notice of, or a waiver of notice of, any regular or special meeting.

3.9.         Attendance via Telephone Conference Call.  Except to the extent otherwise provided by the laws of the State, any meeting of the Board may be attended by any or all of the directors by means of a conference telephone (or similar communications equipment) through the use of which all directors participating in the meeting can hear each other at the same time.  Such attendance by any or all directors shall constitute presence by each such director in person at such meeting and such meeting shall constitute a valid meeting of the Board for all purposes of the laws of the State and these Bylaws.  Any action taken by the Board at such meeting shall constitute a valid action of the Board for all purposes of the laws of the State and these Bylaws.

3.10.       Quorum and Voting.  Except as otherwise provided by law, the Articles of Incorporation, or these Bylaws, a majority of the number of directors fixed in Section 3.1 of these Bylaws shall constitute a quorum for the transaction of business at any meeting of the Board.  The

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act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board if a quorum is present when the vote is taken, unless the act of a greater number is required by law, the Articles of Incorporation, or these Bylaws.

3.11.       Presiding Officer.  The Board may elect from among its members a chairman of the Board, who shall preside at meetings of the board.  The chairman, and if there be none, or in his or her absence, the president, and in his or her absence, a vice president in the order provided under the Section 4.6, and in their absence, any director chosen by the directors present, shall call meetings of the Board to order and shall act as presiding officer of the meeting.

3.12.       Minutes.  The secretary of the corporation shall act as secretary of all meetings of the Board but in the absence of the secretary, the presiding officer may appoint any other person present to act as secretary of the meeting.  Minutes of any regular or special meeting of the Board shall be prepared and distributed to each director,

3.13.       Adjournment.  A majority of the directors present, whether or not a. quorum exists, may adjourn any meeting of the Board to another time and place.  Notice of the adjourned meeting shall be given to each director in. accordance with Section 3.8 of these Bylaws, unless all of the directors of the full Board are present at the time of adjournment and the time and place of the adjourned meeting are announced at the time of the adjournment.

3.14.       Committees.  The Board, by resolution adopted by a majority of the full Board, may designate from among its members an executive committee and other committees.  Each such committee shall consist of two (2) or more of the directors who shall serve on the committee at the pleasure of the Board, and, to the extent provided in such resolution, shall have and may exercise all the authority of the Board, except that no committee shall have authority to:

(a)           Approve or recommend to the shareholders actions or proposals required by the Florida Business Corporation Act to be approved by the shareholders;

(b)           Fill vacancies in the Board or any committee thereof;

(c)           Amend or repeal these Bylaws;

(d)           Authorize or approve the reacquisition of shares unless pursuant to a general formula or method specified by the Board; or

(e)           Authorize or approve the issuance, sale or contract for the sale of shares, or determine the designation and relative rights, preferences, and limitations of voting groups of shares entitled to vote and be counted together collectively on certain matters, except that the Board may authorize a committee to do so within limits specifically prescribed by the Board.

The Board, by resolution of the majority of the full Board, may designate one or more directors as alternate members of a committee, who may act in the place and stead of any absent member or members at any meeting of such committee.  Any committee established under this Section 3.12 may fix its own rules for the conduct of its activities and shall make such reports of its activities to the Board as the Board may request.

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3.15.       Action by Directors Without Meeting.  Any action required or permitted to be taken at a meeting of the Board (or a committee thereof) may be taken without a meeting if all of the directors (or members of the committee) sign one or more written consents describing the action so to be taken and such consent or consents is or are filed in the minutes of the proceedings of the Board (or committee).  Such action by consent shall have the same effect as a unanimous vote at a duly called and noticed meeting of the Board (or committee), and may be described as such in any document, Action taken under this Section 3.15 is effective when the last director signs a consent describing the action, unless the directors’ consents specify a different effective date.

3.16.       Presumption of Assent.  A director who is present at a meeting of the Board, or a committee thereof of which the director is a member, at which action on any corporate .matter is taken, shall be deemed to have assented to the action taken unless the director votes against such action, abstains from voting on the action, or objects at the beginning of the meeting (or promptly upon the director’s arrival) to the holding of the meeting or to the transaction of specified business at the meeting.

3.17.       Compensation.  The Board, irrespective of any personal interest of any of its members, may establish reasonable compensation to be paid to each director for such director’s services to the Corporation as director, officer or otherwise, or the Board may delegate such authority to an appropriate committee.  The Board also shall have authority to provide for, or to delegate authority to an appropriate committee to provide for, reasonable pensions, disability or death benefits, and other benefits or payments to directors, officers and employees and to their estates, families, dependents, or beneficiaries on account of prior services rendered by such director, officers and employees of the Corporation.  Each director shall be reimbursed for the necessary expenses in connection with attending meetings of the Board or any committee thereof.

ARTICLE IV
OFFICERS

4.1.         Number.  The Corporation shall have a president, such number of vice-presidents as may be chosen by the Board (which number may be zero), a secretary, a treasurer and such other officers and agents as the Board may, from time to time, determine necessary, each of whom shall be chosen by the Board, Any number of offices may be held by the same person.

4.2.         Appointment and Term of Office.  The officers of the Corporation to be chosen by the Board shall be appointed at each annual meeting of the Board.  The Board may, from time to time, appoint, or may authorize a duly appointed officer to appoint, such additional officers, assistant officers and agents as the Board may deem necessary.  Each officer shall hold office until a successor shall have been duly chosen or until the officer’s prior death, resignation or removal.  The appointment of an officer does not of itself create contract rights.

4.3.         Resignation and Removal.  An officer may resign at any time by delivering notice to the secretary of the Corporation.  A resignation is effective when the notice is delivered unless the notice specifies a later effective date, If a resignation is made effective at a later date and the Board accepts the future effective date, the Board may fill the pending vacancy before the effective date if the Board provides that the successor does not take office until the effective date.  Any

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officer or agent may be removed by the Board at any time, with or without cause.  Any officer or assistant officer, if appointed by another officer, may likewise be removed by such officer.

4.4.         Vacancies.  A vacancy in any office because of death, resignation, removal, disqualification, or otherwise, shall be filled by the Board for the unexpired portion of the term.

4.5.         President.  The president shall be the chief executive officer of the Corporation and, subject to the control of the Board, shall in general supervise and control all of the business and affairs of the Corporation and perform such other duties as may be prescribed by the Board from time to time.  The president shall, when present, preside at all meetings of shareholders and the Board, and shall generally do and perform all acts incident to the office of president, or which are authorized or required by law, The president also shall have authority, subject to such conditions as may be prescribed by the Board, to appoint such agents and employees of the Corporation as the president shall deem necessary, to prescribe their powers, duties and compensation, and to delegate authority to them.  Such agents and employees shall hold office at the discretion of the president.  The president may sign with the secretary (or with any other proper officer of the Corporation thereunto authorized by the Board) certificates for shares of the Corporation and any deeds, mortgages, bonds, contracts, or other instruments which the Board has authorized to be executed, except when the signing and execution thereof shall be expressly delegated by the Board or by these Bylaws to some other officer or agent of the Corporation, or shall be required by law to be otherwise signed or executed..

4.6.         Vice-Presidents.  In the absence of the president or in the event of the president’s death, inability or refusal to act, or in the event for any reason it shall be impracticable for the president to act personally, the vice-president (or, in the event there is more than one vice-president, the vice-presidents in the order designated by the Board, or in the absence of designation, then in the order of their appointment), shall perform the duties of the president, and when so acting, shall have all the powers of and be subject to all the restrictions on the president. Any vice-president may sign, with the secretary or any assistant secretary, certificates for shares of the Corporation, and shall perform such other duties and have such authority as from time to time may be delegated or assigned to the vice-president by the president or by the Board.  The execution of any instrument of the Corporation by any vice-president shall be conclusive evidence, as to third parties, of the vice-president’s authority to act in the stead of the president.

4.7.         Secretary.  The secretary shall (a) prepare the minutes of the meetings of the shareholders, of the Board and of committees of the Board in one or more books provided for such purpose; (b) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; (c) be custodian of the records and seal of the Corporation, (d) see that the seal of the Corporation is affixed to all documents the execution of which on behalf of the Corporation under its seal is duly authorized; (e) be responsible for the authentication of the Corporation’s records; (f) keep or arrange for the keeping of a register of the post office address of each shareholder furnished to the secretary; (g) sign with the president, or a vice-president, certificates for shares of the Corporation, the issuance of which have been authorized by resolution of the Board; (h) have general charge of the stock transfer books of the Corporation; and (i) in general perform all duties incident to the office of secretary and have such other duties and exercise such authority as from time to time may be delegated or assigned to the secretary by the president or by the Board.

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4.8.         Treasurer.  The treasurer shall (a) have charge and custody of and be responsible for all funds and securities of the Corporation; (b) maintain accurate and appropriate accounting records; (c) receive and give receipts for monies due and payable to the Corporation from any source whatsoever, and deposit all such monies in the name of the Corporation in such banks, trust companies or other depositories as shall be selected by or under the authority of a resolution of the Board; and (d) in general perform all the duties incident to the office of treasurer and have such other duties and exercise such other authority as from time to time may be delegated or assigned to the treasurer by the president or by the Board. If required by the Board, the treasurer shall give a bond for the faithful discharge of the treasurer’s duties in such sum and with such surety or sureties as the Board shall determine.

4.9.         Assistant Secretaries and Assistant Treasurers.  There shall be such number of assistant secretaries and assistant treasurers as the Board may from time to time authorize.  Such assistant secretaries and assistant treasurers may be appointed by the Board or, with the authorization of the Board, by a duly appointed officer.  The assistant secretaries may sign with the president or a vice-president certificates for shares of the Corporation the issuance of which have been authorized by a resolution of the Board.  The assistant treasurers shall respectively, if required by the Board, give bonds for the faithful discharge of their duties in such sums and with such sureties as the Board shall determine.  The assistant secretaries and assistant treasurers, in general, shall perform such duties and have such authority as shall from time to time be delegated or assigned to them by the secretary or the treasurer, respectively, or by the president or the Board.

4.10.       Other Assistants and Acting Officers.  The Board, or an officer with the authorization of the Board, shall have the power to appoint any person to act as assistant to any officer, or as agent for the Corporation in the officer’s stead, or to perform the duties of such officer whenever, for any reason, it is impracticable for such officer to act personally, and such assistant or acting officer or other agent so appointed by the Board shall have the power to perform all the duties of the office to which he or she is so appointed to act, except as such power may he otherwise defined or restricted by the Board.

4.11.       Salaries.  The salaries of the principal officers shall be fixed from time to time by the Board or by a duly authorized committee thereof, and no officer shall be prevented from receiving such salary by reason of the fact that the officer is also a director of the Corporation.

ARTICLE V
CONTRACTS, LOANS, CHECKS AND DEPOSITS SPECIAL CORPORATE ACTS

5.1.         Contracts.  The Board may authorize any officer or officers, agent or agents, to enter into any contract or execute or deliver any instrument in the name of and on behalf of the Corporation, and such authorization may be general or confined to specific instances.  In the absence of other designation, all deeds, mortgages and instruments of assignment or pledge made by the Corporation shall be executed in the name of the Corporation by the president or the vice-president and by the secretary, an. assistant secretary, the treasurer or an assistant treasurer; the secretary or an assistant secretary, when necessary or required, shall affix the corporate seal thereto; and when so executed no other party to such instrument or any third party shall be required to make any inquiry into the authority of the signing officer or officers.

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5.2.         Loans.  No indebtedness for borrowed money shall, be contracted on behalf of the Corporation and no evidences of such indebtedness shall be issued in its name unless authorized by or under the authority of a resolution of the Board.  Such authorization may be general or confined to specific instances.

5.3.         Checks, Drafts, etc.  All checks, drafts or other orders for the payment of money, and all notes or other evidences of indebtedness issued in the name of the Corporation, shall be signed by such officer or officers, agent or agents of the Corporation and in such manner as shall from time to time be determined by or under the authority of a resolution of the Board.

5.4.         Deposits.  All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as may be selected by or under the authority of a resolution of the Board.

5.5.         Voting of Securities Owned h the Corporation.  Subject always to the specific direction of the Board, (a) any shares or other securities issued by any other corporation and owned or controlled by this Corporation may be voted at any meeting of security holders of such other corporation by the president of this Corporation if the president is present, or in the president’s absence by any vice-president of this Corporation who may be present, and (b) whenever, in the judgment of the president, or in the president’s absence, of any vice-president, it is desirable for this Corporation to appoint a proxy or to execute written consent in respect to any shares or other securities issued by any other corporation and owned by this Corporation, such appointment or consent shall be executed in the name of this Corporation by the president or one of the vice-presidents of this Corporation, without necessity of any authorization by the Board, affixation of corporate seal or countersignature or attestation by another officer. Any person or persons designated in the manner above stated as the proxy or proxies of this Corporation shall have full right, power and authority to vote the shares or other securities issued by such other corporation and owned by this Corporation the same as such shares or other securities might be voted by this Corporation.

ARTICLE VI
SHARES; CERTIFICATES FOR SHARES; TRANSFER OF SHARES

6.1.         Shares May be Represented by Certificates.  Shares of the Corporation may, but need not be, represented by certificates.  Except as otherwise provided by law, the rights and. obligations of shareholders are identical whether or not their shares are represented by certificates.

6.2.         Certificates for Shares.  If shares of the Corporation are represented by certificates, such certificates shall be in a form, consistent with law, as shall be determined by the Board.  Such certificates shall state the name of the Corporation and. that the Corporation is organized under the laws of the State and be signed by the president or a vice-president and by the secretary or an assistant secretary.  All certificates for shares shall be consecutively numbered or otherwise identified.  The name and address of the persons to whom the shares represented thereby are issued, with the number of shares and date of issue, shall be registered upon the stock transfer books of the Corporation.  All certificates surrendered to the Corporation for transfer shall be cancelled and no new certificate shall be issued until the former certificate for a like number of

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shares shall have been surrendered and cancelled, except as provided in Section 6.8 of these Bylaws.

6.3.         Facsimile Signatures and Seal on Certificates.  The signature of any officer upon a certificate may be a facsimile if the certificate is manually countersigned (a) by a transfer agent other than the Corporation or its employee, or (b) by a registrar other than the Corporation or its employee.  The seal of the Corporation on any certificate for shares may be a facsimile.

6.4.         Signature by Former Officers.  If the person who signed (either manually or in facsimile) a share certificate no longer holds office when the certificate is issued, the certificate is nevertheless valid.

6.5.         Transfer of Shares.  Prior to due presentment of a certificate for shares for registration of transfer, or prior to the registration of transfer of shares not represented by certificates, the Corporation may treat the registered owner of such shares as the person exclusively entitled to vote, to receive notifications and otherwise to exercise all the rights and powers of an owner.  Where a certificate for shares is presented to the Corporation with a request to register for transfer, the Corporation shall not be liable to the owner or any other persons suffering loss as a result of such registration of transfer if (a) there were on the certificate the necessary endorsements, and (b) the Corporation had no duty to inquire into adverse claims or has discharged any such duty.  The Corporation may require reasonable assurance that said endorsements are genuine and effective and in compliance with such other regulations as may be prescribed under the authority of the Board.  Similarly, the Corporation shall not be liable to the owner or any other persons suffering loss as a result of a registration of transfer of shares not represented by a certificate if evidence of such transfer is presented to the Corporation and the Corporation had no duty to inquire into adverse claims or has discharged any such duty, The Corporation may make reasonable inquiries into the validity of any such transfer and may require reasonable assurance that such transfer is valid and is in compliance with any other regulations as may be prescribed under the authority of the Board.

6.6.         Restrictions on Transfer.  The face or reverse side of each certificate representing shares shall bear a conspicuous notation of any restriction imposed by the Corporation, or by an agreement between or among the Corporation and the shareholders, upon the transfer of such shares.  Shareholders holding shares not represented by certificates shall be informed of any such restrictions upon the transfer of their shares in accordance with Section 6.7.

6.7.         Shares Without Certificates.  The Board may authorize the issuance without certificates of some or all shares of any or all of the Corporation’s classes or series of shares.  Such authorization shall not affect shares already represented by certificates until and unless they are surrendered to the Corporation.  The secretary shall, within a reasonable time following the issue or transfer of shares without certificates, provide to each new shareholder a written statement containing the name of the Corporation, stating that the Corporation is organized under the laws of the State, and setting forth the name of the person to whom the shares are issued, the number and class of shares, including the designation of the series, if any, of the shares issued to that person, the designations, relative rights, preferences and limitations applicable to each. class, the variations and rights, preferences and limitations determined for each series, and the authority of the Board to determine variations for future series, and shall inform the shareholder, in a

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conspicuous statement, that the Corporation will furnish the shareholder a full statement of such information on request and. without charge.  If there are any restrictions on the transfer of such shares imposed by the Corporation or by an agreement between or among the Corporation and the shareholders, the existence of such restriction shall be noted conspicuously in that statement.

6.8.         Lost, Destroyed or Stolen Certificates.  When the registered owner claims that its certificate for shares has been lost, destroyed, or wrongfully taken, a new certificate shall be issued in place thereof if the owner (a) so requests before the Corporation has notice that such shares have been acquired by a bona fide purchaser; (b) files with the Corporation an indemnity bond in such amount as is prescribed by the Board; and (c) satisfies such other reasonable requirements as the Board may prescribe.

6.9.         Consideration for Shares.  The shares of the Corporation may be issued for such consideration as shall be fixed from time to time by the Board, provided that any shares having a par value shall not be issued for a consideration less than the par value thereof.  The Board may authorize shares to be issued for consideration consisting of any tangible or intangible property or benefit to the Corporation, including cash, promissory notes, services performed, promises to perform services evidenced by a written contract, or other securities of the Corporation.  When payment of the consideration for which shares are to be issued shall have been received by the Corporation, such shares shall be deemed fully paid and nonassessable by the Corporation.  No share, whether represented by a certificate or not, shall be issued, and no certificate for any share shall be issued, until such share is fully paid.  The Corporation may place in escrow shares issued for future services or benefits or a promissory note, or make other arrangements to restrict the transfer of the shares, and may credit distributions in respect of the shares against their purchase price, until the services are performed, the note is paid, or the benefits are received.  If the services are not performed, the note is not paid, or the benefits are not received, the Corporation may cancel, in whole or in part, the shares escrowed or restricted and the distributions credited.

ARTICLE VII
SEAL

The Board shall provide a corporate seal which shall be circular in form and shall have inscribed thereon the name of the Corporation and the State and the words “Corporate Seal.”

ARTICLE VIII
AMENDMENTS

8.1.         By Shareholders.  These Bylaws may be altered, amended or repealed and new Bylaws may be adopted by action of the shareholders at a meeting of the shareholders duly called and noticed under the provisions of these Bylaws.

8.2.         By Directors.  Except as provided herein, these Bylaws may also be altered, amended or repealed and new Bylaws may be adopted by action of the Board; provided that no bylaw adopted by the shareholders shall be amended or repealed by the Board if that bylaw so provides.

8.3.         Implied Amendments.  Any action taken or authorized by the shareholders or by the Board, which would be inconsistent with the Bylaws then in effect but is taken or authorized

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by affirmative vote of not less than the number of shares or the number of directors required to amend the Bylaws so that the Bylaws would be consistent with such action, shall be given the same effect as though the Bylaws had been temporarily amended or suspended so far, but only so far, as is necessary to permit the specific action so taken or authorized.

ARTICLE IX
INDEMNIFICATION

9.1.         Mandatory Indemnification.  The Corporation shall, to the fullest extent permitted by law, indemnify any person described in Section 9.2 against any liability (including but not limited to any obligation to pay a judgment, settlement, penalty, fine, or excise tax assessed with respect to an employee benefit plan), and any expense (including but not limited to counsel fees), and the Corporation shall advance to such person any reasonable expense, where such liability or expense is incurred by such person in connection with any proceeding. “Proceeding” for purposes of this Article IX shall include any threatened, pending or completed action, suit or proceeding of any nature, whether civil, criminal, administrative or investigative.  Such rights of indemnification and the advancement of expenses shall inure to the benefit of the heirs, executors, administrators and personal representatives of such a person and shall not be deemed exclusive of any other rights to indemnification against liabilities or the advancement of expenses to ‘Which a party may be entitled under any written agreement, Board resolution, vote of shareholders or law, The Corporation shall take any affirmative action necessary to effect such indemnification or advancement of expenses under the requirements of applicable law, including., without limitation, the requirements of Section 607.0850, Florida Statutes.

9.2.         Indemnities.  The mandatory indemnification provided for in Section 9.1 is available to any person who was or is a party or threatened to be made a party to any proceeding by reason of the fact that the person is or was a director, officer, employee, or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee, or agent of any other corporation or enterprise, with respect to liabilities and expenses arising from such proceeding,

9.3.         Permissive Supplementary Benefits.  The Corporation may, but shall not be required to, supplement the rights of indemnification and advancement of expenses under this Article TX by (a) purchasing insurance on behalf of any one or more of such persons, whether or not the Corporation would be obligated to indemnify or advance expenses for such person under this Article IX, (b) entering into individual or group indemnification agreements with any one or more of such persons, and (c) advancing related expenses to such a person.

9.4.         Amendment.  This Article IX may be amended or repealed only by action of the shareholders and not by action of the Board.

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CERTIFICATE OF ADOPTION

I hereby certify that the foregoing Bylaws were duly adopted pursuant to a written Action by Unanimous Written Consent in Lieu of Organizational Meeting of the Directors dated February    , 2014.

/s/ Victoria J. Kincke

Victoria J. Kincke, Secretary

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EX-3.124

Exhibit 3.124

ARTICLE OF INCORPORATION

OF

LAGUNA NIGUEL TRAVEL, INC.

I.NAME

The name of this corporation is LAGUNA NIGUEL TRAVEL, INC.

II.PURPOSES

A.Primarily the purpose for which this corporation is formed is to engage in the specific business of formulating, organizing, promoting and selling travel tours to the travel industry.

B.In addition to the foregoing, the purposes and powers of this corporation shall be:

(1)To engage generally in all phases of travel tour organization and promotion;

(2)To carry on any business and engage in any transactions, whether or not related to the business described in Sections A and B (1) of this paragraph, which the Board of Directors of this corporation may from time to time authorize in the State of California or in any other jurisdiction of the United Stated or elsewhere through-out the world;

(3)To exercise any and all rights and powers which a corporation may now or hereafter exercise;

(4)In carrying out its purposes and exercising its powers, to act as principal or enter into any lawful arrangement to act as agent, joint venturer, partner or in any other capacity authorized by the Board of Directors of this corporation.

The foregoing statement of purposes shall be construed as a statement of both purposes and powers, and the purposes and powers in each clause shall, except where otherwise expressed, be in nowise limited or restricted by reference to or inference from the terms or provisions of any other clause but shall be regarded as independent purposes and powers.

III.LOCATION

The county in the State of California where the principal office far the transaction of the business of this corporation shall be located is Orange County.

IV.AUTHORIZED STOCK

This corporation is authorised to issue only one class of shares of stock.  The total number of shares which this corporation shall have the authority to issue is Twenty Five Thousand (25,000).  The aggregate par value of such shares shall be Twenty Five Thousand Dollars ($25,000) and the par value of each of such shares of stock shall be One Dollar ($1.00).

V.DIRECTORS

The number of directors of this Corporation shall be two.  The names and addresses of the persons who are appointed to act as the first directors are:

1.Alex Steinberg

220 Manhattan Avenue

Manhattan Beach, Calif.

2.Susan O’Neil

3723 Watseka Avenue

Los Angeles, Calif.

IN WITNESS WHEREOF, the undersigned incorporators and first directors of this corporation have executed these Articles of Incorporation on September 20, 1973.

/s/ Alex Steinberg	/s/ Susan O’Neil
Alex Steinberg	Susan O’Neil

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CERTIFICATE OF AMENDMENT OF
ARTICLES OF INCORPORATION OF
LAGUNA NIGUEL TRAVEL, INC.

The undersigned hereby certify that they are and at all times mentioned herein have been, respectively, the President and Secretary of LAGUNA NIGUEL TRAVEL, INC.

The undersigned further certify:

1.The Board of Directors of the corporation acting without a meeting pursuant to Section 307(c) of the California General Corporations Code unanimously adopted the following resolution:

RESOLVED, that the Articles of Incorporation be amended by restatement, pursuant to Section 910 of the California General Corporations Code, to set forth the provisions contained in the Restated Articles of Incorporation of LAGUNA NIGUEL TRAVEL, INC., a copy of which is attached hereto marked Exhibit “A”, and by this reference is incorporated herein as though set forth in full.

2.The amendment set forth in the foregoing directors’ resolution was adopted by the unanimous written approval and consent of all the shareholders of the corporation The total number of shares of the corporation entitled to consent to the adoption of the foregoing amendment is 5,000 shares. The amendment was adopted by approval and consent of 5,000 shares.

DATED: March 1, 1979.	/s/ Robert S. Dean
	ROBERT S. DEAN, President
	/s/ Jackolyn A. Steien
	JACKOLYN A. STEIEN, Secretary

Each of the undersigned declares under penalty of perjury that the foregoing Certificate of Amendment is true and correct.

Executed this 1st day of March, 1979, at Laguna Nigel, California.

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/s/ Robert S. Dean

ROBERT S. DEAN, President

/s/ Jackolyn A. Steien

JACKOLYN A. STEIEN, Secretary

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EXHIBIT “A”

RESTATED

ARTICLES OF INCORPORATION

OF

LAGUNA NIGUEL TRAVEL, INC.

I

The name of the corporation is LAGUNA NIGUEL TRAVEL, INC.

II

The purpose of this corporation is to engage in any lawful act or activity for which a corporation may be organized under the general corporation law of California other than the banking business or the practice of a profession permitted to be incorporated by the California Corporations Code.

III

This corporation is authorized to issue only one class of shares of stock. The total number of shares which this corporation is authorized is 25,000.

IV

This corporation elects to be governed by all of the provisions of the new California General Corporation Law, effective January 1, 1977, not otherwise applicable to it under Chapter 23 thereof.

DATED: March 1, 1979.	/s/ Robert S. Dean
	ROBERT S. DEAN, President

I hereby declare that I am the person who executed the foregoing Articles of Incorporation, which execution is my act and deed.

/s/ Robert S. Dean

ROBERT S. DEAN, President

CERTIFICATE OF AMENDMENT

OF

ARTICLES OF INCORPORATION

OF LAGUNA NIGUEL TRAVEL, INC.

Craig T. Chandler and David A. Stoenner certify that:

l.They are the President and the Secretary, respectively, of Laguna Niguel Travel, Inc., a California corporation.

2.Article I. of the Articles of Incorporation is amended to read as follows:

“I.Name

The name of this corporation is Trading Places International”.

3.The foregoing amendment of Articles of Incorporation has been duly approved by the Board of Directors.

3.The foregoing amendment has been duly approved by the required vote of shareholders in accordance with Section 902 of the Corporations Code. The corporation has only one class of shares and the number of outstanding shares is 3000. The number of shares voting in favor of the amendment equaled or exceeded the vote required. The percentage vote required was more than 50%.

We further declare under penalty of perjury under the laws of the State of California that the matters set forth in this certificate are true and correct of our own knowledge.

DATED:	2/20/92	/s/ Craig T. Chandler
		Craig T. Chandler
		President
		/s/ David A. Stoenner
		David A. Stoenner
		Secretary

SIGNATURE OF AUTHORIZED PERSON TYPE OR PRINT NAME AND TITLE OF AUTHORIZED PERSON TYPE OR PRINT NAME AND TITLE OF AUTHORIZED PERSON SIGNATURE OF AUTHORIZED PERSON LLC-1A File # This Space For Filing Use Only State of California Secretary of State Limited Liability Company Articles of Organization – Conversion IMPORTANT – Read all instructions before completing this form. Converted Entity Information 1.NAME OF LIMITED LIABILITY COMPANY (End the name with the words “Limited Liability Company,” or the abbreviations “LLC” or “L.L.C.” The words “Limited” and “Company” may be abbreviated to “Ltd. and “Co.,” respectively.) Trading Places International, LLC 2.THE PURPOSE OF THE LIMITED LIABILITY COMPANY IS TO ENGAGE IN ANY LAWFUL ACT OR ACTIVITY FOR WHICH A LIMITED LIABILITY COMPANY MAY BE ORGANIZED UNDER THE BEVERLY-KILLEA LIMITED LIABILITY COMPANY ACT. 3.THE LIMITED LIABILITY COMPANY WILL BE MANAGED BY (Check only one) ONE MANAGER MORE THAN ONE MANAGER ALL LIMITED LIABILITY COMPANY MEMBER(S) 4.MAILING ADDRESS OF THE CHIEF EXECUTIVE OFFICECITYSTATEZIP CODE 23807 Aliso Creek Rd., Ste 100Laguna NiguelCA92677 5.NAME OF AGENT FOR SERVICE OF PROCESS (Item 5: Enter the name of the agent for service of process. The agent may be an individual residing in California or a corporation that has filed a certificate pursuant to California Corporations Code section 1505. Item B: If the agent is an individual, enter the agent’s business or residential address in California. Item 7: If the converting entity is a California limited partnership, enter the mailing address of the individual or corporate agent. Check the box and omit the mailing address if the agent’s mailing address is the same as the address in Item 6.) National Registered Agents, Inc. 6.IF AN INDIVIDUAL, ADDRESS OF AGENT FOR SERVICE OF PROCESS IN CACITYSTATEZIP CODE CA 7.MAILING ADDRESS OF AGENT FOR SERVICE OF PROCESSCITYSTATEZIP CODE THE MAILING ADDRESS OF THE AGENT FOR SERVICE OF PROCESS IS THE SAME AS THE AGENT’S BUSINESS OR RESIDENTIAL ADDRESS IN ITEM B. Converting Entity Information 8.NAME OF CONVERTING ENTITY Trading Places International 9.FORM OF ENTITY Corporation 10. JURISDICTION California 11. CA SECRETARY OF STATE FILE NUMBER, IF ANY C0690497 12. THE PRINCIPAL TERMS OF THE PLAN OF CONVERSION WERE APPROVED BY A VOTE OF THE NUMBER OF INTERESTS OR SHARES OF EACH CLASS THAT EQUALED OR EXCEEDED THE VOTE REQUIRED. IF A VOTE WAS REQUIRED, PROVIDE THE FOLLOWING FOR EACH CLASS: STATE THE CLASS AND NUMBER OF OUTSTANDING INTERESTS ENTITLED TO VOTEANDTHE PERCENTAGE VOTE REQUIRED OF EACH CLASS Common Stock – 2,160 sharesmore than 50% Additional Information 13. ADDITIONAL INFORMATION SET FORTH ON THE ATTACHED PAGES, IF ANY, IS INCORPORATED HEREIN BY THIS REFERENCE AND MADE A PART OF THIS CERTIFICATE. 14. I CERTIFY UNDER PENALTY OF PERJURY UNDER THE LAWS OF THE STATE OF CALIFORNIA THAT THE FOREGOING IS TRUE AND CORRECT OF MY OWN KNOWLEDGE. I DECLARE I AM THE PERSON WHO EXECUTED THIS INSTRUMENT, WHICH EXECUTION IS MY ACT AND DEED. November 30, 2010 DATE /s/ William Harvey William L. Harvey, Executive Vice President /s/ Victoria Kincke Victoria J. Kincke, Senior Vice President & Secretary LLC-1A (REV 04/2010)APPROVED BY SECRETARY OF STATE

EX-3.125

Exhibit 3.125

LIMITED LIABILITY COMPANY AGREEMENT

OF

TRADING PLACES INTERNATIONAL, LLC

THIS LIMITED LIABILITY COMPANY AGREEMENT (the “Agreement”) is made and entered into as of the 30th day of November, 2010, by and between TPI ACQUISITION HOLDINGS, LLC, a Delaware limited liability company, as the sole Member (the “Member”), and TRADING PLACES INTERNATIONAL, LLC (the “Company”).

1.Formation.  The Member has caused a California limited liability company under the name “Trading Places International, LLC” to be formed upon conversion of Trading Places International, a California corporation into a limited liability company pursuant to the laws of the State of California, effective upon the filing of the Articles of Organization -Conversion (the “Articles”) for the Company.  The Member shall be the sole Member.  The entity shall be treated as a disregarded entity for federal income tax purposes as defined in Treasury Regulation Section 301.7701-3(b).

2.Principal Office and Place of Business.  The principal office and place of business (the “Principal Office”) of the Company shall be such place as the Managers from time to time shall determine.

3.Agent for Service of Process.  The agent for service of process for the Company shall be NATIONAL REGISTERED AGENTS, INC., or such other person or entity as the Managers shall appoint from time to time.

4.Purpose.  The Company shall have the power to pursue any and all activities necessary, appropriate, proper, advisable, incidental to or convenient for the furtherance and accomplishment of such purposes as are determined from time to time by the Managers that are permissible under the Beverly-Killea Limited Liability Company Act (the “Act”).

5.Term.  The term of the Company shall commence on the filing date of the Articles and shall continue until dissolved.

6.Capital Contributions.  The Member may make capital contributions to the Company in such amounts and at such times as the Member shall determine in the Member’s sole discretion.

7.Distributions of Available Cash Flow.  Distributions of available cash flow shall be made in such amounts and at such times as the Member shall determine in the Member’s sole discretion.

8.Managers.

(a)Management.  Except as may otherwise be provided by the Act or by this Agreement, the property, affairs, and business of the Company shall be managed by or under the direction of the Managers, and the Member(s) shall have no right to act on behalf of or bind the Company.  The Managers shall be responsible for policy setting and approving the overall

direction of the Company and day-to-day business and affairs of the Company.  Unless otherwise expressly provided in this Agreement, the Managers will act by a majority of the Managers,

(b)Managers.  The individuals listed in the attached Schedule A shall be the Managers of the Company effective as of the date of this Agreement.

(c)Number and Tenure.  There shall be such number of Managers, no fewer than one, as from time to time shall be appointed or otherwise fixed by the Member(s).  Each Manager appointed shall hold office until his or her successor is appointed and qualified or until his or her earlier resignation or removal.  Managers need not be members of the Company.

(d)Removal of Managers.  Any Manager may be removed from office at any time, with or without cause, by the Member(s).

(e)Vacancies.  If any vacancy shall occur among the Managers, the vacancy shall be filled by the Member(s).  Each Manager chosen to fill a vacancy shall hold office until his or her successor is duly appointed and qualified.

(f)Resignation.  Any Manager may resign at any time by giving written notice to the Member(s) or all of the other Managers.  Unless a later date is specified in such written notice, a resignation shall take effect upon delivery.  It shall not be necessary for a resignation to be accepted before it becomes effective.

(g)Action by Written Consent.  Any action required or permitted to be taken by the Managers, either at a meeting or otherwise, may be taken without a meeting if the Managers, as the case maybe, by the vote required for the relevant action in accordance with this Agreement, consent thereto in writing.

9.Officers.  The Managers may appoint Officers, from time to time, with such other titles as the Managers may select, including the titles of Chairman, Chief Executive Officer, President, Vice President, Treasurer and Secretary, to act on behalf of the Company.  An Officer shall have such power and authority as the Managers may delegate to any such person and need not be a Member of the Company.  The individuals listed in the attached Schedule 13 shall be the Officers of the Company effective as of the date of this Agreement.

10.Banking Resolution.  The Managers shall open all banking accounts as the Managers deem necessary and enter into any deposit agreements as are required by the financial institution at which such accounts are opened.  The Managers and such other persons or entities designated in writing by the Managers shall have signing authority with respect to such bank accounts, Funds deposited into such accounts shall be used only for the business of the Company.

11.Indemnification of the Member and Managers.  The Company and its successors shall indemnify, defend and hold harmless the Member, each Manager and any and all of the Member’s Affiliates (each, an “Indemnitee”), .to, the extent of the Company’s assets, for, from and against any liability, damage, cost, expense, loss, claim or judgment incurred by the Indemnitee arising out of any claim based upon acts performed or omitted to be performed by the Indemnitee in connection with the business of the Company, including without limitation, attorneys’ fees and costs incurred by the Indemnitee in settlement or defense of such claims.

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Notwithstanding the foregoing, no Indemnitee shall be so indemnified, defended or held harmless for claims based upon acts or omissions in breach of this Agreement or which constitute fraud, gross negligence, or willful misconduct.  Amounts incurred by an Indemnitee is connection with any action or suit arising out of or in connection with Company affairs shall be reimbursed by the Company.  “Affiliate” means a person or entity who, with respect to the Member; (a) directly or indirectly controls, is controlled by or is under common control with the Member; (b) owns or controls 10 percent or more of the outstanding voting securities of the Member; (c) is an officer, director, shareholder, partner or member of the Member; or (d) if the Member is an officer, director, shareholder, partner or member of any entity, the entity for which the Member acts in any such capacity,

12.Liability.  No Indemnitee shall be personally liable, responsible, accountable in damages or otherwise to the Company for any act or omission performed or omitted by such Indemnitee in connection with the Company or its business.  The Member’s liability for the debts and obligations of the Company shall be limited as set forth in the Act and other applicable law.

13.Reimbursable Expenses.  The Company will reimburse the Managers and Member for all actual out-of-pocket third-party expenses incurred in connection with the carrying out of the duties set forth in this Agreement.

14.Records.  The Managers shall keep or cause to be kept at the Principal Office of the Company the following: (a) a written record of the full name and business, residence or mailing address of the Member; (b) a copy of the initial Articles of Organization and all amendments thereto; (c) copies of all written operating agreements and all amendments to such agreements, including any prior written operating agreements no longer in effect; (d) copies of any written and signed promises by the Member to make capital contributions to the Company; (e) copies of the Company’s federal, state and local income tax returns and reports, if any, for the three most recent years; (f) copies of any prepared financial statements of the Company for the three most recent years; and (g) minutes of every meeting as well as any written consents or actions taken without a meeting.

15.Dissolution.  The Company shall be dissolved upon the election of the Member.  A withdrawal event with respect to the Member shall not dissolve the Company, unless any assignees of the Member’s interest do not elect to continue the Company and admit a member within 90 days of such withdrawal event.

16.Filing Upon Dissolution.  As soon as possible following the dissolution of the Company, the Managers shall execute and file all notices and other documents required under the Act and any other applicable law.

17.Liquidation.  Upon dissolution of the Company, it shall be wound up and liquidated as rapidly as business circumstances permit, the Member shall act as the liquidating trustee, and the assets of the Company shall be liquidated and the proceeds thereof shall be paid (to the extent permitted by applicable law) in the following order; (a) first, to creditors, including the Member if the Member is a creditor, in the order and priority required by applicable law; (b) second, to a reserve for contingent liabilities to be distributed at the time and in the manner as the liquidating trustee determines in its sole discretion; and (c) third, to the Member.

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18.Governing Law.  This Agreement shall be governed by and construed in accordance with the laws of the state of California, without regard to its conflicts of laws principles that would require another jurisdiction.

19.Severability.  If any provision of this Agreement shall be conclusively determined by a court of competent jurisdiction to be invalid or unenforceable to any extent, the remainder of this Agreement shall not be affected thereby.

20.Binding Effect.  Except as otherwise provided herein, this Agreement shall inure to benefit of and be binding upon the Member and its successors and assigns.

21.Titles and Captions.  All article, section and paragraph titles and captions contained in this Agreement are for convenience only and are not a part of the context hereof.

22.Pronouns and Plurals.  All pronouns and any variations thereof are deemed to refer to the masculine, feminine, neuter, singular or plural as the identity of the appropriate person may require.

23.No Third Party Rights.  This Agreement is intended to create enforceable rights between the parties hereto only, and, except as expressly provided herein, creates no rights in, or obligations to, any other persons.

24.Amendments.  This Agreement may not be amended except by a written document executed by the Member and the Company.

[The Remainder of This Page Intentionally Left Blank]

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IN WITNESS WHEREOF, the parties have executed this Agreement effective as of the day and year first above written.

MEMBER:		COMPANY:
TPI ACQUISITION HOLDINGS, LLC		TRADING PLACES INTERNATIONAL, LLC
By:	/s/ Jeanette E. Marbert	By:	/s/ Victoria J. Kincke
	Jeanette E. Marbert		Victoria J. Kincke
	Executive Vice President		Manager

EXHIBIT A

MANAGERS:

William L. Harvey

John A, Galea

Victoria J. Kincke

EXHIBIT B

OFFICERS:

RJ Jackson — President

Michael R. Kizerian — Chief Financial Officer

Marcus Wood — Executive Vice President

William L. Harvey — Executive Vice President

John A. Galea — Senior Vice President and Treasurer

Victoria J. Kincke — Senior Vice President, General Counsel and Secretary

Jennifer A. West — Assistant Secretary

Eduardo Fernandez — Assistant Treasurer

EX-3.126

Exhibit 3.126

CERTIFICATE OF INCORPORATION
OF
VACATION OWNERSHIP LENDING GP, INC

The undersigned, for the purposes hereinafter stated, under and pursuant to the provisions of the General Corporation Law of Delaware, does hereby certify as follows:

FIRST:  The name of the corporation is:

Vacation Ownership Lending GP, Inc.

SECOND:  The Registered Office of the corporation is to be located at 1013 Centre Road, in the City of Wilmington, in the County of New Castle, in the State of Delaware, 19805-1297.  The name of its Registered Agent at that address is Corporation Service Company.

THIRD:  The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

FOURTH:  The total number of shares of stock which the corporation shall have authority to issue is one thousand (1,000) shares of no par common stock.

FIFTH:  The original By-Laws of the corporation may be adopted by the sole incorporator named herein, or by the initial directors of the corporation.  Thereafter, in furtherance and not in limitation of the powers conferred by the laws of the State of Delaware, the Board of Directors and/or the stockholders of the corporation are expressly empowered to make, alter, amend or repeal By-Laws in the manner to be determined by the terms of the By-Laws of the corporation then in existence.

SIXTH:  The name and mailing address of the sole incorporator is:

Rosemarie A. Rodriguez

Diversified Financial Management Corp.

200 West Madison Street

Suite 8800

Chicago, Illinois 60606

SEVENTH:  The corporation shall have perpetual existence.

EIGHTH:  The Corporation shall, to the full extent permitted by Section 145 of the General Corporation Law of Delaware, as amended from time to time, indemnify all officers and director, of the Corporation.

NINTH:  Whenever a compromise or arrangement is proposed between this corporation and its creditors or any class of them and/or between this corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for this corporation under the provisions of Section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this corporation under the provisions of Section 279 of Title 8 of the Delaware Code order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this corporation, as they came may be, to be summoned in such manner as the said court directs. If a majority in number representing three-fourths (3/4) in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of the corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of the corporation as consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders of the corporation, as the case may be, and also on the corporation.

TENTH:  To the fullest extent permitted by the General Corporation Law of Delaware as amended from time to time, a director of the corporation shall not be liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director.

IN WITNESS WHEREOF, the undersigned, being the incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of Delaware, does hereby make this certificate, declaring that the facts herein stated are true, and accordingly has hereunto set her hand this 31st day of October 1997.

/s/ Rosemarie A. Rodriguez

Rosemarie A. Rodriguez, Incorporator

EX-3.127

Exhibit 3.127

BY-LAWS
OF
VACATION OWNERSHIP LENDING GP, INC.

ARTICLE I

OFFICES

Section 1.              Offices. The principal offices of the Corporation shall be located in the State of Delaware and the County of New Castle. The Corporation may also have offices at such other places both within and without the State of Delaware as the Board of Directors may from time to time determine or the business of the Corporation may require.

Section 2.              Registered Office. The registered office of the Corporation shall be maintained in the City of Wilmington, State of Delaware.

ARTICLE II

MEETING OF STOCKHOLDERS

Section 1.              Annual Meeting. The annual meeting of stockholders shall be held on the first Monday in October or, if it is a legal holiday, then on the next business day following, at 10:00 a.m. Such meeting may be held within or without the State of Delaware. At such meeting the stockholders shall elect by a plurality vote a Board of Directors, and transact such other business as may properly be brought before the meeting. If the election of directors shall not be held on the day designated herein for an annual meeting, or any adjournment thereof, the Board of Directors shall cause the election to be held at a meeting of the stockholders as soon thereafter as may be convenient.

Section 2.              Special Meetings. Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute or by the certificate of incorporation, may be collect by the President and shall be called by the President or Secretary at the request in writing of a majority of the Board of Directors or at the request in writing of stockholders owning a majority in amount of the entire capital stock of the Corporation issued and outstanding and entitled to vote. Such request shall state the purpose or purposes of the proposed meeting. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.

Section 3.              Notice. Written notice of the annual or special meeting shall be given to each stockholder entitled to vote thereat, in person or by mailing to him at his last known address, not less than 10 nor more than 60 days before the date of meeting, unless such notice is waived in writing by each stockholder entitled thereto. In the case of a special meeting, the purpose or purposes for which the meeting is called must be stated in the notice.

Section 4.              Stockholder List. The officer who has charge of the stock ledger of the Corporation shall prepare and make, at least 10 days before every meeting of the stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and

showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least 10 days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

Upon the wilful neglect or refusal of the directors to produce such a list at any meeting for the election of directors, they shall be ineligible for election to any office at such meeting.

The stock ledger shall be the only evidence as to who are the stockholders entitled to examine the stock ledger, the list required by this section or the books of the corporation, or to vote in person or by proxy at any meeting of the stockholders.

Section 5.              Quorum. The holders of 50% of the capital stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the certificate of incorporation. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have the power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be presented or represented, at which time any business may be transacted which might have been transacted at the meeting as originally notified. When a quorum is present at any meeting, the vote of the holders of a majority of the stock having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which by express provision of statute or the certificate of incorporation, a different vote is required, in which case such express provision shall govern and control the decision of such question.

Section 6.              Voting. Unless otherwise provided in the certificate of incorporation, each stockholder shall at every meeting of the stockholders be entitled to one vote in person or by proxy for each share of the capital stock having voting power held by such stockholder, but no proxy shall be voted after three years from its date, unless the proxy provides for a longer period.

Section 7.              Written Consent. Whenever the vote of stockholders at a meeting thereof is required or permitted to be taken, such meeting and vote of stockholders may be dispensed with if a majority of the stockholders who would have been entitled to vote upon the action if such meeting were held shall consent in writing to such corporate action being taken.

ARTICLE III

DIRECTORS

Section 1.              Number. The minimum number of directors which shall constitute the whole Board of Directors shall be one. The number of directors to constitute the Board of Directors shall be decided and the directors shall be elected at the annual or special meeting of the

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stockholders (except as provided in Section 2 of this Article), and each director elected shall hold office until his successor is elected and qualified. Directors need not be stockholders.

Section 2.              Vacancies. Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, though less than a quorum, or by a sole remaining director, and the directors so chosen shall hold office until the next annual election and until their successors are duly elected and shall qualify, unless sooner displaced.

Section 3.              Duties of Directors. The business of the Corporation shall be managed by or under the direction of its Board of Directors which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the certificate of incorporation or by these by-laws directed or required to be exercised or done by the stockholders.

Section 4.              Meetings. The Board of Directors of the Corporation may hold meetings, both regular and special, either within or without the State of Delaware.

Section 5.              Regular Meetings. A regular meeting of the Board of Directors shall be held immediately following the annual meeting of the stockholders. In the event such meeting is not held immediately following the annual meeting of the stockholders, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the Board of Directors, or as shall be specified in a written waiver signed by all of the directors.

Section 6.              Special Meetings. Special meetings of the board may be called by the President with notice to each of the directors as provided in Section 7 of this Article; special meetings shall be called by the President or Secretary in like manner and on like notice on the written request of one-third of the directors.

Section 7.              Notice. Regular meetings of the Board of Directors may be held without notice at such time and at such place as shall from time to time be determined by the Board. Notice of meetings other than regular meetings shall be given to each director, in person or by mail or by telegram, at his last known address not less than 10 nor more than 60 days prior to the date designated therein for such meetings including the date of mailing, unless said notice is waived in writing by each director. Said notice shall be written, specifying the time and place of such meeting.

Section 8.              Quorum. At all meetings of the Board, a majority of the directors shall constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as may be otherwise specifically provided by statute, the certificate of incorporation or these by-laws. If a quorum shall not be present at any meeting of the Board of Directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

Section 9.              Voting. At all meetings of the Board of Directors, each director is to have one vote.

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Section 10.            Unanimous Consent. Unless otherwise restricted by the certificate of incorporation or these by-laws, any action required or permitted to be taken at any meeting of the Board of Directors, or any committee thereof, may be taken without a meeting if all members of the board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of the proceedings of the board or committee.

Section 11.            Committees of Directors, The Board of Directors may, by resolution passed by a majority of the whole board, designate one or more committees, each committee to consist of one or more of the directors of the Corporation, which, to the extent provided in the resolution and not otherwise restricted by statute, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, including the power and authority to declare dividends, and may authorize the seal of the Corporation, if any, to be affixed to all papers which may require it. Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors when required.

Section 12.            Compensation of Directors. Unless otherwise restricted by statute or the certificate of incorporation, the Board of Directors shall have the authority to fix the compensation of directors. The directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as director. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.

ARTICLE IV

OFFICERS

Section 1.              Number. The officers of the Corporation shall be elected by the Board of Directors and shall be a President, a Vice-President, a Secretary and a Treasurer. The Board of Directors may also elect more than one Vice President and one or more Assistant Secretaries and Assistant Treasurers. Any number of offices may be held by the same person. The Board of Directors may appoint such other officers and agents as it shall deem necessary, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the board.

Section 2.              Election. The Board of Directors shall elect officers annually at its first meeting after each annual meeting of stockholders.

Section 3.              Compensation. The compensation of all officers of the Corporation shall be fixed by the Board of Directors.

Section 4.              Term. The officers of the Corporation shall hold office until their successors are elected and qualify. Any officer elected by the Board of Directors may be removed at any time by the affirmative vote of a majority of the Board of Directors. Any vacancy occurring in any office of the Corporation shall be filled by the Board of Directors.

Section 5.              Duties of Officers, The duties and powers of the officers shall be as follows:

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President

The President shall be the chief executive officer of the Corporation and shall be responsible for formulating general policies and programs for the Corporation for submission to the Board of Directors and for carrying out the programs and policies approved by the Board of Directors. He shall be responsible for the administration and operation of the business and affairs of the Corporation. The President shall cause to be called regular and special meetings of the Stockholders and Board of Directors in accordance with these by-Laws and he shall preside at all such meetings. He shall have the power to sign and deliver on behalf of the Corporation all documents and agreements. The President shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

Vice-President

The Vice-President, if there shall be one, or if there shall be more than one, the Vice-Presidents in the order determined by the Board of Directors (or if there be no such determination, then in the order of their election), shall, in the absence or disability of the President, perform the duties and exercise all the powers of the President, and be subject to all the restrictions upon the President. The Vice-Presidents shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

Secretary

The Secretary shall attend all meetings of the Board of Directors and all meetings of the stockholders and record all the proceedings of the meetings of the Corporation and of the Board of Directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required. He shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the Board of Directors, and shall perform such other duties and have such other powers as the Board of Directors or the President may from time to time prescribe. He shall have custody of the corporate seal of the Corporation, if any, and he, or an Assistant Secretary, shall have authority to affix the same to any instrument requiring it and, when so affixed, it may be attested by his signature or by the signature of such Assistant Secretary. The Board of Directors may give general authority to any other officer to affix the seal of the Corporation and to attest the affixing by his signature.

Assistant Secretary

The Assistant Secretary, or if there be more than one, the Assistant Secretaries in the order determined by the Board of Directors (or if there be no such determination, then in the order of their election), shall, in the absence or disability of the Secretary, perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

Treasurer

The Treasurer shall have custody of the Corporation’s funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation

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and shall deposit all monies and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors.

He shall disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the President and the Board of Directors at its regular meetings, or when the Board of Directors so requires, an account of all his transactions as Treasurer and the financial condition of the Corporation.

If required by the Board of Directors, he shall give the Corporation and maintain a bond in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of his office and for the restoration to the Corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the Corporation.

Assistant Treasurer

The Assistant Treasurer, or if there shall be more than one, the Assistant Treasurers in the order determined by the Board of Directors (or if there shall be no such determination, then in the order of their election), shall, in the absence or disability of the Treasurer, perform the duties and exercise the powers of the Treasurer and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

ARTICLE V

STOCK CERTIFICATES

Section 1.              Description. Every holder of stock in the Corporation shall be entitled to have a certificate, signed by, or in the name of the Corporation by, the President or a Vice President, and countersigned by the Treasurer or Assistant Treasurer, Secretary or Assistant Secretary of the Corporation, certifying the number of shares owned by him in the Corporation, and sealed with the seal of the Corporation, if any. If the Corporation shall be authorized to issue more than one class of stock, or more than one series of any class, the designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of the certificate which the Corporation shall issue to represent such class of stock; provided, however, that except as otherwise provided in Section 202 of the General Corporation Law of Delaware, in lieu of the foregoing requirements, there may be set forth on the face or back of the certificate which the Corporation shall issue to represent such class or series of stock, a statement that the Corporation will furnish without charge to each stockholder who so requests, the designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.

Section 2.              Facsimile of Signature. The signature of any officer on a stock certificate may be by facsimile. In case any officer or officers who have signed, or whose facsimile signature or signatures have been used on any such certificate or certificates, shall cease to be such officer

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or officers of the Corporation, whether because of death, resignation or otherwise, before such certificate or certificates are issued, such certificate or certificates may nevertheless be adopted by the Corporation and be issued and delivered as though the person or persons who signed such certificate or certificates or whose facsimile signature or signatures have been used thereon had not ceased to be such officer or officers of the Corporation.

Section 3.              Transfer of Stock. The stock of the Corporation, irrespective of class, shall be assignable and transferable on the books of the Corporation only by the person in whose name it appears on said books, or his legal representatives. In case of transfer by attorney, the power of attorney, duly executed and acknowledged, shall be deposited with the Secretary. In all cases of transfer, the former certificate must be surrendered up and cancelled before a new certificate is issued; however, in the event of loss, mutilation or destruction of a certificate, a duplicate certificate may be issued upon such terms as the Board of Directors shall prescribe. Upon surrender to the Corporation or the transfer agent of the Corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignation or authority to transfer, it shall be the duty of the Corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books, subject, however, to any restrictions or limitations on the transfer thereof which may be set forth in the certificate of incorporation or referred to on the certificate so surrendered or which may be imposed by law or by any agreement to which the holder of such shares is subject.

Section 4.              Registered Stockholders. The Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote ate or take other action as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.

ARTICLE VI

GENERAL PROVISIONS

Section 1.              Dividends. Dividends upon the capital stock of the Corporation, subject to the provisions of the certificate of incorporation, if any, may be declared by the Board of Directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property, or in shares of capital stock of the Corporation, subject to the provisions of the certificate of incorporation. Before payment of any dividend, there may be set aside out of any funds of the Corporation available for dividends such sum as the directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for such other purpose as the directors shall think conducive to the interests of the Corporation, and the directors may modify or abolish any such reserve in the manner in which it was created.

Section 2.              Statements and Reports. The Board of Directors shall present at each annual meeting, and at any special meeting of the stockholders when called for by vote of the stockholders, a full and dear statement of the business and condition of the Corporation.

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Section 3.              Checks and Notes. All checks or demands for money and notes of the Corporation shall be signed by such officer or officers or such other persons as the Board of Directors may front time to time designate.

ARTICLE VII

FISCAL YEAR

The fiscal year of the Corporation shall end on December 31 of each year, unless otherwise determined by the Board of Directors.

ARTICLE VIII

INDEMNIFICATION

Section 1.              General. The Corporation shall indemnify, and advance Expenses (as hereinafter defined) to, Indemnitee (as hereinafter defined) as provided in this Article and to the fullest extent permitted by applicable law.

Section 2.              Proceedings Other Than Proceedings by or in the Right of the Corporation. Indemnitee shall be entitled to the rights of indemnification provided in this Section 2 if, by reason of his Corporate Status (as hereinafter defined), he is, or is threatened to be made, a party to any threatened, pending, or completed Proceeding (as hereinafter defined), other than a Proceeding by or in the right of the Corporation. Pursuant to this Section 2, Indemnitee shall be indemnified against Expenses, judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by him or on his behalf in connection with such Proceeding or any claim, issue or matter therein, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal Proceeding, had no reasonable cause to believe his conduct was unlawful.

Section 3.              Proceedings by or in the Right of the Corporation. Indemnitee shall be entitled to the rights of indemnification provided in this Section 3 if, by reason or his Corporate Status, he is, or is threatened to be made, a party to any threatened, pending or completed Proceeding brought by or in the right of the Corporation to procure a judgment in its favor. Pursuant to this Section, Indemnitee shall be indemnified against Expenses actually and reasonably incurred by him or on his behalf in connection with such Proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation. Notwithstanding the foregoing, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been adjudged to be liable to the Corporation if applicable law prohibits such indemnification; provided, however, that, if applicable law so permits, indemnification against Expenses shall nevertheless be made by the Corporation in such event if and only to the extent that the Court of Chancery of the State of Delaware, or the court in which such Proceeding shall have been brought or is pending, shall determine.

Section 4.              Indemnification for Expenses of a Party Who is Wholly or Partly Successful. Notwithstanding any other provision of this Article, to the extent that Indemnitee is,

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by reason of his Corporate Status, a party to and is successful, on the merits or otherwise, in any Proceeding, he shall be indemnified against all Expenses actually and reasonably incurred by him or on his behalf in connection therewith. If Indemnitee is not wholly successful in such Proceeding but is successful, on the merits

ARTICLE VIII

INDEMNIFICATION

Section 1.              General. The Corporation shall indemnify, and advance Expenses (as hereinafter defined) to, Indemnitee (as hereinafter defined) as provided in this Article and to the fullest extent permitted by applicable law.

Section 2.              Proceedings Other Than Proceedings by or in the Right of the Corporation. Indemnitee shall be entitled to the rights of indemnification provided in this Section 2 if, by reason of his Corporate Status (as hereinafter defined), he is, or is threatened to be made, a party to any threatened, pending, or completed Proceeding (as hereinafter defined), other than a Proceeding by or in the right of the Corporation. Pursuant to this Section 2, Indemnitee shall be indemnified against Expenses, judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by him or on his behalf in connection with such Proceeding or any claim, issue or matter therein, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal Proceeding, had no reasonable cause to believe his conduct was unlawful.

Section 3.              Proceedings by or in the Right of the Corporation. Indemnitee shall be entitled to the rights of indemnification provided in this Section 3 if, by reason or his Corporate Status, he is, or is threatened to be made, a party to any threatened, pending or completed Proceeding brought by or in the right of the Corporation to procure a judgment in its favor. Pursuant to this Section, Indemnitee shall be indemnified against Expenses actually and reasonably incurred by him or on his behalf in connection with such Proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation. Notwithstanding the foregoing, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been adjudged to be liable to the Corporation if applicable law prohibits such indemnification; provided, however, that, if applicable law so permits, indemnification against Expenses shall nevertheless be made by the Corporation in such event if and only to the extent that the Court of Chancery of the State of Delaware, or the court in which such Proceeding shall have been brought or is pending, shall determine.

Section 4.              Indemnification for Expenses of a Party Who is Wholly or Partly Successful. Notwithstanding any other provision of this Article, to the extent that Indemnitee is, by reason of his Corporate Status, a party to and is successful, on the merits or otherwise, in any Proceeding, he shall be indemnified against all Expenses actually and reasonably incurred by him or on his behalf in connection therewith. If Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Corporation shall indemnify Indemnitee against all Expenses actually and reasonably incurred by him or on his behalf in connection with each successfully

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resolved claim, issue or matter. For purposes of this Section and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter.

Section 5.              Indemnification for Expenses of a Witness. Notwithstanding any other provision of this Article, to the extent that Indemnitee is, by reason of his Corporate Status, a witness in any Proceeding, he shall be indemnified against all Expenses actually and reasonably incurred by him or on his behalf in connection therewith.

Section 6.              Advancement of Expenses. The Corporation shall advance all reasonable Expenses incurred by or on behalf of Indemnitee in connection with any Proceeding within 20 days after the receipt by the Corporation of a statement or statements from Indemnitee requesting such advance or advances from time to time, whether prior to or after final disposition of such Proceeding. Such statement or statements shall reasonably evidence the Expenses incurred by Indemnitee and shall include or be preceded or accompanied by an undertaking by or on behalf of Indemnitee to repay any Expenses advanced if it shall ultimately be determined that Indemnitee is not entitled to be indemnified against such Expenses.

Section 7.              Procedure for Determination of Entitlement to Indemnification.

(a)           To obtain indemnification under this Article, Indemnitee shall submit to the Corporation a written request, including therein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification. The Secretary of the Corporation shall, promptly upon receipt of such a request for indemnification, advise the Board of Directors in writing that Indemnitee has requested indemnification.

(b)           Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 7(a) hereof, a determination, if required by applicable law, with respect to Indemnitee’s entitlement thereto shall be made in the specific case: (i) if a Change in Control (as hereinafter defined) shall have occurred by Independent Counsel (as hereinafter defined) (unless Indemnitee shall request that such determination be made by the Board of Directors or the stockholders, in which case by the person or persons or in the manner provided for in clauses (ii) or (iii) of this Section 7(b)) in a written opinion to the Board of Directors, a copy of which shall be delivered to Indemnitee; (ii) if a Change in Control shall not have occurred, (A) by the Board of Directors by a majority vote of a quorum consisting of Disinterested Directors or, if such a quorum is not obtainable or, even if obtainable, such quorum of Disinterested Directors so directs, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to Indemnitee or (C) by the stockholders of the Company; or (iii) as provided in Section 8(b) of this Article; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within 10 days after such determination.

Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or expenses (including attorneys’ fees

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and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Corporation (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Corporation hereby indemnifies and agrees to hold Indemnitee harmless therefrom.

(c)           In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 7(b) of this Article, the Independent Counsel shall be selected as provided in this Section 7(c). If a Change in Control shall not have occurred, the Independent Counsel shall be selected by the Board of Directors, and the Corporation shall give written notice to Indemnitee advising him of the identity of the Independent Counsel, so selected. If a Change in Control shall have occurred, the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board of Directors, in which event the preceding sentence shall apply), and Indemnitee shall give written notice to the Corporation advising it of the identity of the Independent Counsel so selected. In either event, Indemnitee or the Corporation, as the case may be, may, within 7 days after such written notice of selection shall have been given, deliver to the Corporation or to Indemnitee, as the case may be, a written objection to such selection. Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 13 of this Article, and the objection shall set forth with particularity the factual basis of such assertion. If such written objection is made, the Independent Counsel so selected may not serve as Independent Counsel unless and until a court has determined that such objection is without merit. If, within 20 days after submission by Indemnitee of a written request for indemnification pursuant to Section 7(a) hereof, no Independent Counsel shall have been selected and not objected to, either the Corporation or Indemnitee may petition the Court of Chancery of the State of Delaware or other court of competent jurisdiction for resolution of any objection which shall have been made by the Corporation or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the Court or by such other person as the Court shall designate, and the person with respect to whom an objection is so resolved or the person so appointed shall act as Independent Counsel under Section 7(b) hereof. The Corporation shall pay any and all reasonable fees and expenses of Independent Counsel incurred by such Independent Counsel in connection with acting pursuant to Section 7(b) hereof, and the Corporation shall pay all reasonable fees and expenses incident to the procedures of this Section 7(c), regardless of the manner in which such Independent Counsel was selected or appointed. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 9(a)(iii) of this Article, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

Section 8.              Presumptions and Effect of Certain Proceedings.

(a)           If a Change in Control shall have occurred, in making a determination with respect to entitlement to indemnification hereunder, the person, persons or entity making such determination shall presume that Indemnitee is entitled to indemnification under this Article if Indemnitee has submitted a request for indemnification in accordance with Section 7(a) of this Article, and the Corporation shall have the burden of proof to overcome that presumption in connection with the making by any person, persons or entity of any determination contrary to that presumption.

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(b)           If the person, persons or entity empowered or selected under Section 7 of this Article to determine whether Indemnitee is entitled to indemnification shall not have made such determination within 60 days after receipt by the Corporation of the request therefor, the requisite determination of entitlement to indemnification shall be deemed to have been made and Indemnitee shall be entitled to such indemnification, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law; provided, however, that such 60-day period may be extended for a reasonable time, not to exceed an additional 30 days, if the person, persons or entity making the determination with respect to entitlement to indemnification in good faith requires such additional time for the obtaining or evaluation of documentation and/or information relating thereto; and provided, further, that the foregoing provisions of this Section 8(b) shall not apply (i) if the determination of entitlement to indemnification is to be made by the stockholders pursuant to Section 7(b) of this Article and if (A) within 15 days after receipt by the Corporation of the request for such determination the Board of Directors has resolved to submit such determination to the stockholders for their consideration at an annual meeting thereof to be held within 75 days after such receipt and such determination is made thereat, or (B) a special meeting of stockholders is called within 15 days after such receipt for the purpose of making such determination, such meeting is held for such purpose within 60 days after having been so called and such determination is made thereat, or (ii) if the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 7(b) of this Article.

(c)           The termination of any Proceeding or of any claim, issue or matter therein by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Article) of itself adversely affect the right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and in a manner in which he reasonably believed to be in or not opposed to the best interests of the Corporation or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that his conduct was unlawful.

Section 9.              Remedies of Indemnitee.

(a)           In the event that (i) a determination is made pursuant to Section 7 of this Article that Indemnitee is not entitled to indemnification under this Article, (ii) advancement of Expenses is not timely made pursuant to Section 6 of this Article, (iii) the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 7(b) of this Article and such determination shall not have been made and delivered in a written opinion within 90 days after receipt by the Corporation of the request for indemnification, (iv) payment of indemnification is not made pursuant to Section 5 of this Article within 10 days after receipt by the Corporation of a written request therefor, or (v) payment of indemnification Is not made within 10 days after a determination has been made that Indemnitee is entitled to indemnification or such determination is deemed to have been made pursuant to Section 8 of this Article, Indemnitee shall be entitled to an adjudication in an appropriate court of the State of Delaware, or in any other court of competent jurisdiction, of his entitlement to such indemnification or advancement of Expenses. Alternatively, Indemnitee, at his option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the rules of the American Arbitration Association. Indemnitee shall commence such proceeding seeking an adjudication or an award in arbitration within 180 days following the date

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on which Indemnitee first has the right to commence such proceeding pursuant to this Section 9(a). The Corporation shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.

(b)           In the event that a determination shall have been made pursuant to Section 7 of this Article that Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 9 shall be conducted in all respects as a de novo trial, or arbitration, on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination. If a Change in Control shall have occurred, in any judicial proceeding or arbitration commenced pursuant to this Section 9 the Corporation shall have the burden of proving that Indemnitee is not entitled to indemnification or advancement of Expenses, as the case may be.

(c)           If a determination shall have been made or deemed to have been made pursuant to Section 7 or 8 of this Article that Indemnitee is entitled to indemnification, the Corporation shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 9, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, or (ii) a prohibition of such indemnification under applicable law.

(d)           The Corporation shall be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 9 that the procedure and presumptions of this Article are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that the Company is bound by all the provisions of this Article.

(e)           In the event that Indemnitee, pursuant to this Section 9, seeks a judicial adjudication of or an award in arbitration to enforce his rights under or to recover damages for breach of, this Article, Indemnitee shall be entitled to recover from the Corporation, and shall be indemnified by the Corporation against, any and all expenses (of the types described in the definition of Expenses in Section 13 of this Article) actually and reasonably incurred by him in such judicial adjudication or arbitration, but only if he prevails therein. If it shall be determined in said judicial adjudication or arbitration that Indemnitee is entitled to receive part but not all of the indemnification or advancement of expenses sought, the expenses incurred by Indemnitee in connection with such judicial adjudication or arbitration shall be appropriately prorated.

Section 10.            Non-Exclusivity; Survival of Rights; Insurance: Subrogation.

(a)           The rights of indemnification and to receive advancement of Expenses as provided by this Article shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, the certificate of incorporation, the By-Laws, any agreement, a vote of stockholders or a resolution of directors or otherwise. No amendment, alteration or repeal of this Article or of any provision hereof shall be effective as to any Indemnitee with respect to any action taken or omitted by such Indemnitee in his Corporate Status prior to such amendment, alteration or repeal. The provisions of this Article shall continue as to an Indemnitee whose Corporate Status has ceased and shall inure to the benefit of his heirs, executors and administrators.

(b)           To the extent that the Corporation maintains an insurance policy or policies providing liability insurance for directors, officers, employees, agents or fiduciaries of the

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Corporation or of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise which such person serves at the request of the Corporation, Indemnitee shall be covered by such policy or policies in accordance with its or their terms to the maximum extent of the coverage available for any such director, officer, employee or agent under such policy or policies.

(c)           In the event of any payment under this Article, the Corporation shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Corporation to bring suit to enforce such rights.

(d)           The Corporation shall not be liable under this Article to make any payment of amounts otherwise indemnifiable hereunder if and to the extent that Indemnitee has otherwise actually received such payment under any insurance policy, contract, agreement or otherwise.

Section 11.            Severability. If any provision or provisions of this Article shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (a) the validity, legality and enforceability of the remaining provisions of this Article (including without limitation, each portion of any Section of this Article containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby; and (b) to the fullest extent possible, the provisions of this Article (including, without limitation, each portion of any Section of this Article containing any such provision held to be invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested by the provision held invalid, illegal or unenforceable.

Section 12.            Certain Persons Not Entitled to Indemnification or Advancement of Expenses. Notwithstanding any other provision of this Article, no person shall be entitled to indemnification or advancement of Expenses under this Article with respect to any Proceeding, or any claim therein, brought or made by him against the Company.

Section 13.            Definitions. For purposes of this Article:

(a)           “Change in Control” means a change in control of the Corporation of a nature that would be required to be reported in response to Item 5(t) of Schedule 14A of Regulation 14A (or in response to any similar item on any similar schedule or form) promulgated under the Securities Exchange Act of 1934 (the “Act”), whether or not the Corporation is then subject to such reporting requirement; provided, however, that, without limitation, such a Change in Control shall be deemed to have occurred if (i) any “person” (as such term is used in Sections 13(d) and 14(d) of the Act) is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Act), directly or indirectly, of securities of the Corporation representing 25% or more of the combined voting power of the Corporation’s then outstanding securities without the prior approval of at least two-thirds of the members of the Board of Directors in office immediately prior to such person attaining such percentage interest; (ii) the Corporation is a party to a merger, consolidation, sale of assets or other reorganization, or a proxy contest, as a consequence of which members of the Board of Directors in office immediately prior to such transaction or event constitute less than a majority of the Board of Directors thereafter; or (iii) during any period of two consecutive years, individuals who at the beginning of such period constituted the Board of Directors (including for this purpose any new

14

director whose election or nomination for election by the Corporation’s stockholders was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of such period) cease for any reason to constitute at least a majority of the Board of Directors.

(b)           “Corporate Status” describes the status of a person who is or was a director, officer, employee, agent or fiduciary of the Corporation or of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise which such person is or was serving at the request of the Corporation.

(c)           “Disinterested Director” means a director of the Corporation who is not and was not a party to the Proceeding in respect of which indemnification is sought by Indemnitee.

(d)           “Expenses” shall include all reasonable attorneys’ fees, retainers, court costs, transcript costs, costs, printing and binding costs, telephone charges, postage, delivery service fees, and all other disbursements or expenses of the types customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, or being or preparing to be a witness in a Proceeding.

(e)           “Indemnitee” includes any person who is, or is threatened to be made, a witness in or a party to any Proceeding as described in Sections 2, 3, 4 or 5 of this Article by reason of his Corporate Status.

(f)            “Independent Counsel” means a law firm, or a member of a law firm, that is experienced in matters of corporation law and neither presently is, nor in the past five years has been, retained to represent: (i) the Corporation or Indemnitee in any matter material to either such party, or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term “Independent Counsel” shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Corporation or Indemnitee in an action to determine Indemnitee’s rights under this Article.

(g)           “Proceeding” includes any action, suit, arbitration, alternate dispute resolution mechanism, investigation, administrative hearing or any other proceeding whether civil, criminal, administrative or investigative, except one initiated by an Indemnitee pursuant to Section 9 of this Article to enforce his rights under this Article.

Section 14.            Notices. Any notice, request or other required or permitted to be given to the Corporation under this Article shall be in writing and either delivered in person or sent by telex, telegram or certified or registered mail, postage prepaid, return receipt requested, to the Secretary of the Corporation and shall be effective only upon receipt.

Section 15.            Miscellaneous. Use of the masculine shall be deemed to include usage of the feminine pronoun where appropriate.

15

ARTICLE IX

AMENDMENTS

These by-laws may be altered, amended or repealed, or new by-laws may be adopted, at any regular meeting of the stockholders or the Board of Directors or at any special meeting of the stockholders or the Board of Directors if notice of such alteration, amendment, repeal, or adoption of new by-laws is contained in the notice of such special meeting.

ARTICLE X

NOTICE

Section 1.              Notice. Whenever, under the provisions of the statutes or of the certificate of incorporation or these by-laws, notice is required to be given to any director or stockholder, it shall not be construed to require personal notice, but such notice may also be given in writing, by first class United States mail, postage prepaid, or by prepaid telegram and mail, addressed to such director or stockholder at his address as it appears on the records of the Corporation, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail or, in the case of telegrams, when transmitted.

Section 2.              Waiver of Notice. Whenever any notice is required to be given under the provisions of the statutes or of the certificate of incorporation or these by-laws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

16

EX-3.128

Exhibit 3.128

CERTIFICATE OF LIMITED PARTNERSHIP
OF
VACATION OWNERSHIP LENDING, L.P.

This Certificate (the “Certificate) of Limited Partnership of Vacation Ownership Lending, L.P., a Delaware limited partnership (the ‘Partnership”), is being executed on October 31, 1997.

It is, therefore, certified as follows:

1.             Name.  The name of the Partnership is:

Vacation Ownership Lending, L.P.

2.             Registered Office and Registered Agent.  The registered office of the Partnership in the State of Delaware is located at 1013 Centre Road, Wilmington, New Castle County, Delaware 19805-1297.  The name of the registered agent of the Partnership for Service of Process at such address is Corporation Service Company.

3.             Name and Address of General Partner.  The name and address of the General Partner of the Partnership is as follows:

Vacation Ownership Lending GP, Inc.
200 West Madison Street
38th Floor
Chicago, Illinois 60606

4.             Certificate.  This Certificate has been duly executed and filed in accordance with the provisions of Section 17-201 of the Delaware Revised Uniform Limited Partnership Act.

IN WITNESS WHEREOF, the undersigned has duly executed this Certificate as of the day and year first above written.

Vacation Ownership Lending GP, Inc., a Delaware corporation
By:	/s/ Allen M. Turner
	Its:	Vice President

CERTIFICATE OF AMENDMENT

TO

CERTIFICATE OF LIMITED PARTNERSHIP

OF

VACATION OWNERSHIP LENDING, L.P.

It is hereby certified that:

FIRST:                   The name of the limited partnership (hereinafter called the “Partnership”) is

VACATION OWNERSHIP LENDING, L.P.

SECOND:              Pursuant to provisions of Section 17-202, Title 6, Delaware Code, the Certificate of Limited Partnership is amended as follows:

“3.           Name and Address of General Partner.  The name and address of the General Partner of the Partnership is as follows:

Vacation Ownership Lending GP, Inc.
71 South Wacker Drive, 12th Floor
Chicago, Illinois 60606

The undersigned, a general partner of the Partnership, executed th.ls Certificate of Amendment on the 1st day of March, 2005.

VACATION OWNERSHIP LENDING GP, INC.
By:	/s/ Kirk Rose
	Kirk Rose
	Vice President, Treasurer

2

CERTIFICATE OF AMENDMENT

TO

CERTIFICATE OF LIMITED PARTNERSHIP

OF

VACATION OWNERSHIP LENDING, L.P.

It is hereby certified that:

FIRST:                   The name of the limited partnership (hereinafter called the “Partnership”) is

VACATION OWNERSHIP LENDING, L.P.

SECOND:              Pursuant to provisions of Section 17-202, Title 6, Delaware Code, the Certificate of Limited Partnership is amended as follows:

“3.           Name and Address of General Partner.  The name and address of the General Partner of the Partnership is as follows:

Vacation Ownership Lending GP, Inc.
71 South Wacker Drive, 12th Floor
Chicago, Illinois 60606

The undersigned, a general partner of the Partnership, executed th.ls Certificate of Amendment on the 1st day of March, 2005.

VACATION OWNERSHIP LENDING GP, INC.
By:	/s/ Kirk Rose
	Kirk Rose
	Vice President, Treasurer

3

EX-3.129

Exhibit 3.129

ARTICLES OF INCORPORATION

OF

VACATION RESORTS INTERNATIONAL

I

The name of this corporation is VACATION RESORTS INTERNATIONAL.

II

The purpose of this corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of California other than the banking business, the trust company business or the practice of a profession permitted to be incorporated by the California Corporations Code.

III

The name and address in the State of California of this corporation’s initial agent for service of process is:  Roy Fraser, 1644 N. El Camino Real, San Clemente CA  92672.

IV

This corporation is authorized to issue only one class of shares of stock; and the total number of shares which this corporation is authorized to issue is 100,000.

DATED:  October 22, 1981

/s/ WILLIAM S. GREGORY

WILLIAM S. GREGORY

I hereby declare that I am the person who executed the foregoing Articles of Incorporation, which execution is my act and deed.

/s/ WILLIAM S. GREGORY

WILLIAM S. GREGORY

EX-3.130

Exhibit 3.130

BYLAWS
OF
VACATION RESORTS INTERNATIONAL

ARTICLE I

OFFICES

1.1          Principal Executive Office.  The Board of Directors shall designate the location of the principal executive office of the Corporation at any place within or without the State of California.  If the principal executive office is outside the State of California, then the Board of Directors shall designate the location of the principal business office in the State of California.

1.2          Other Offices.  The Board of Directors, Board Chair, and President from time to time may designate branch or subordinate offices as appropriate.

ARTICLE II

MEETINGS OF SHAREHOLDERS

2.1          Place of Meetings.  All meetings of shareholders of the Corporation shall be held at the principal executive office of the Corporation, or at any other place, within or without the State of California, specified by the Board of Directors.  The place of any meeting of shareholders shall be specified in the notice calling the meeting.

2.2          Annual Meeting.  The annual meeting of shareholders shall be held at 10:00 a.m. on the second Wednesday in October, in each year, if not a legal holiday, and if a legal holiday, on the next business day following.  In the event the annual meeting of shareholders shall not be held on this date, the Board of Directors shall cause a meeting in lieu thereof to be held as soon as convenient, and any business transacted or election held at that meeting shall be as valid as if the business were transacted or election held at the date and time specified above.  At the annual meeting, directors shall be elected, reports of the affairs of the Corporation shall be considered, and any other business properly within the power of the shareholders may be transacted.

2.3          Special Meetings.  A special meeting of the shareholders may be called by the Board of Directors, the Board Chair, the President, or by one or more holders of shares entitled to cast ten percent (10%) or more of the votes at that meeting.

Any authorized person or persons (other than the Board of Director’s) requesting a special meeting of the shareholders shall deliver to the Board Chair, the President, a Vice President, or the Secretary of the Corporation, personally or by registered mail, overnight courier, or facsimile transmission a written request specifying the time and date of the meeting (which shall be not less than thirty-five (35) nor more than sixty (60) days after the receipt by the officer of the request) and the general nature of the business to be transacted.  Within twenty (20) days following the officer’s receipt of the request, the officer shall cause notice of the meeting to be given to the shareholders entitled to vote, pursuant to Section 2.4 of these Bylaws.  If the notice is not given within twenty (20) days, then the person or persons requesting the meeting

may give the notice.  This paragraph shall in no way affect or restrict the Board of Directors’ ability to call a special shareholders’ meeting.

2.4          Notice of Meetings; Waivers.  Written notice of a meeting at which shareholders are required or permitted to take any action shall be given to each shareholder entitled to vote not less than ten (10) (or, if sent by third-class mail if permitted by Section 15, not less than thirty (30)) nor more than sixty (60) days before the date of the meeting.  The notice shall state the place, date, and hour of the meeting.  In the case of a special meeting, the notice shall specify the general nature of the business to be transacted and that no other business may be transacted at the meeting.  In the case of the annual meeting,.  the notice shall specify those matters that the Board of Directors, at the time of the mailing of the notice, intends to present for action by the shareholders.  The notice of any meeting at which the directors are to be elected shall include the names of the nominees intended at the time of the notice to be presented by the Board of Directors for election.  The notice shall also state the general nature of any proposed action for shareholder approval required by California Corporations Code (the “Code”) Section 310 (transactions between the Corporation and one or more directors), Section 902 (amendments to the Articles of Incorporation), Section 1201 (corporate reorganizations), Section 1900 (voluntary dissolutions), and Section 2007 (plan of distribution upon dissolution).

The transactions of any meeting of any shareholders, however called and noticed, and wherever held, shall be as valid as though conducted at a meeting duly held after regular call and notice, i f a quorum is present either in person or by proxy, and if, either before or after the meeting, each of the persons entitled to vote, not present in person or by proxy, signs a written waiver of notice or a consent to the holding of the meeting, or an approval of the meeting’s minutes.  All waivers, consents, and approvals shall be filed with the corporate records or made a part of the minutes of the meeting.  Attendance of a person at a meeting shall constitute a waiver of notice of and presence at the meeting, except when the person objects, at the beginning of the meeting, to the transaction of any business because the meeting was not lawfully called or convened; and except that attendance at a meeting is not a waiver of any right to object to the consideration of matters required by law to be included in the notice hut not so included, if such objection is expressly made at the meeting.  Neither the business to be transacted at, nor the purpose of any regular or special meeting of shareholders need be specified in any written waiver of notice, consent to the holding of the meeting, or approval of the minutes, except that any shareholder approval at a meeting, other than unanimous approval by those entitled to vote, pursuant to Sections 310, 902, 1201, 1900, or 2007 of the Code shall be valid only if the general nature of the proposal so approved.  is stated in the notice of meeting or in any written waiver of notice.

2.5          Manner of Notice.  Notice of a shareholders’ meeting shall be given either personally or by first-class mail, or, in the case of a corporation with outstanding shares held of record by more than five hundred (500) persons (determined as provided in Section 605 of the Code) on the record date for the shareholders’ meeting, notice may be sent by third-class mail, or other means of written communication, addressed to the shareholder at the address of the shareholder appearing on the books of the Corporation or given by the shareholder to the Corporation for the purpose of notice; or if no address appears or is given, at the place where the principal executive office of the Corporation is located or by publication at least once in a newspaper of general circulation in the county in which the principal executive office is located.

The notice or report shall be deemed to have been given at the time when delivered personally or deposited in the mail or sent by other means of written communication.  If any notice or report referenced in Article VII of these Bylaws addressed to the shareholder at the address appearing on the books of the Corporation is returned to the Corporation by the United States Postal Service marked to indicate that the United States Postal Service is unable to deliver the notice or report to the shareholder at this address, all future notices or reports shall be deemed to have been duly given without further mailing if the notice or report is made available for the shareholder upon written demand of the shareholder at the principal executive office of the Corporation for a period of one (1) year from the date of the giving of the notice or report to all other shareholders.  An affidavit of the mailing or other authorized means of delivery of any notice to shareholders may be executed by the Corporation’s Secretary, Assistant Secretary, or transfer agent and, if executed, may be filed and maintained in the minute book of the Corporation, and shall be prima facie evidence of the giving of the notice or report.

2.6          Adjourned Meetings.  Any shareholders’ meeting, whether or not a quorum is present, may be adjourned from time to time by a vote of the majority of the shares represented at that meeting, When a shareholders’ meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place are announced at the meeting at which the adjournment is taken.  At, the adjourned meeting, the Corporation may transact any business that might have been transacted at the original meeting.  If the adjournment is for more than forty-five (45) days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each shareholder of record entitled to vote at the meeting.

2.7          Quorum.  Except as otherwise provided in the Articles of Incorporation, a majority of the shares entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders.

The shareholders present at a duly called or held meeting at which a quorum is present may continue to transact business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum, if any action taken (other than adjournment) is approved by at least a majority of the shares required to constitute a quorum.

In the absence of a quorum, any meeting of shareholders may be adjourned from time to time by the vote of a majority of the shares represented either in person or by proxy, but no other business may be transacted, except as provided in the preceding paragraph.

2.8          Voting.  Except as otherwise provided by law and except as otherwise may be provided in the Articles of Incorporation, each outstanding share, regardless of class, shall be entitled to one (1) vote on each matter submitted to a vote of shareholders.  Any holder of shares entitled to vote on any matter may vote part of the shares in favor of the proposal and refrain from voting the remaining shares or vote them against the proposal, but, if the shareholder fails to specify the number of shares the shareholder is voting, it will be conclusively presumed that the shareholder’s vote is with respect to all shares the shareholder is entitled to vote.  Except as otherwise provided in the Articles of Incorporation, or as required by law, the affirmative vote of the majority of the shares represented and voting at a duly held meeting at which a quorum is present (which shams voting affirmatively also constitute at least a majority of the required

quorum) or any action by written consent of the shareholders as provided in Section 2.12 shall be the act of the shareholders.

Subject to the provisions of the next sentence, every shareholder entitled to vote at any election of directors may cumulate such shareholder’s votes and give one (1) candidate a number of votes equal to the number of directors to be elected multiplied by the number of votes to which the shareholder’s shares are normally entitled, or distribute the shareholder’s votes on the sane principle among as many candidates as the shareholder directs.  No shareholder shall be entitled to cumulate votes unless a shareholder has given notice at the meeting, prior to the voting, of the shareholder’s intention to cumulate the shareholder’s votes and has placed in nomination, prior to the voting, the names of the candidate or candidates such shareholder proposes to elect.  If any one shareholder has given such a notice, all shareholders may cumulate their votes for candidates in nomination.  In any election of directors, the candidates receiving the highest number of votes of the shares entitled to be voted for them, up to the number of directors to be elected by such shares, are elected.

Elections for directors need not be by ballot unless a shareholder demands election by ballot at the meeting and before the voting begins.

2.9          Proxies.  Every person entitled to vote shares for the election of directors or otherwise may authorize another person or persons to act with respect to such shares by duly executing a written proxy and filing it with the Secretary of the Corporation.  Unless a proxy is stated to be irrevocable, it shall continue in full force and effect unless it is revoked by the maker prior to the vote (i) by delivering a writing to the Corporation stating that the proxy is revoked; (ii) by duly executing a subsequent proxy and presenting it to the meeting; or (iii) by attendance at the meeting by the maker and voting in person.  A proxy is not revoked by the death or incapacity of the maker unless, before the vote is counted, written notice of the death or incapacity is received by the Corporation, Notwithstanding the above, no proxy shall be valid after the expiration of eleven (11) months from the date thereof unless expressly provided in the proxy.  If a proxy states that it is irrevocable, it shall be governed by Sections 705(e) and 705(f) of the Code.

Any form of proxy or written consent distributed to ten (10) or more shareholders of the Corporation at a time when the Corporation has outstanding shares held of record by one hundred (100) or more persons shall afford an opportunity on the proxy or form of written consent to specify a choice between approval and disapproval of each matter or group of related matters intended to be acted upon at the meeting for which the proxy is solicited or by the written consent, other than elections to the Board of Directors, and shall provide (subject to reasonable specified conditions) that where the person solicited specifies a choice with respect to any such matter the shares will be voted in accordance therewith.  In any election of directors, any form of proxy in which the directors to be voted upon are named as candidates and which is marked by a shareholder “withhold” or otherwise marked in a manner indicating that the authority to vote for the election of directors is withheld, shall not be voted either for or against the election of a director.  This paragraph shall not apply if the Corporation has an outstanding class of securities registered under Section 12(g) of the Securities Exchange Act of 1934 or whose securities are exempt from registration by Section 12(g)(2) under that act.

2.10        Determination of Shareholders of Record.  in order that the Corporation may determine the shareholders entitled to notice of any meeting, to vote, to receive payment of any dividend or other distribution or allotment of any rights, or to exercise any rights in respect of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty (60) nor less than ten (10) days prior to the date of the meeting, nor more than sixty (60) days prior to any other action,

If no record date is fixed, the record date for determining shareholders entitled to notice of, or to vote at, a meeting of shareholders shall be at the close of business on the business day next preceding the day on which notice is given or, if notice is waived, at the close of business on the business day next preceding the day on which the meeting is held.  The record date for determining shareholders entitled to give consent to corporate action in writing without a meeting when no prior action by the Board of Directors has been taken, shall be the day on which the first written consent is given, The record date for determining shareholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto, or the sixtieth (60th) day prior to the date of such other action, whichever is later.

A determination of shareholders of record entitled to notice of, or to vote at, a meeting of shareholders shall apply to any adjournment of the meeting unless the Board of Directors fixes a new record date for the adjourned meeting; provided, however, that the Board of Directors shall fix a new record date if the meeting is adjourned for more than forty-five (45) days from the date set for the original meeting.

Shareholders at the close of business on the record date are entitled to notice and to vote, or to receive the dividend, distribution, or allotment of rights, or to exercise the rights, as the case may be, notwithstanding any transfer of any shares on the books of the Corporation after the record date, except as otherwise provided in the Articles of Incorporation, by law, or by agreement.

For the purpose of determining whether the Corporation has outstanding shares held of record by one hundred (100) or more persons, shares shall be deemed to be “held of record” by each person who is identified as the owner of the shares on the record of shareholders maintained by or on behalf of the Corporation, in accordance with Section 605 of the Code.

2.11        Inspectors of Elections.  In advance of any meeting of shareholders, the Board of Directors may appoint inspectors of election to act at the meeting and any adjournment.  If inspectors of election are not so appointed, or if any persons so appointed shall fail to appear or refuse to act, the Chair of the meeting of shareholders may, and on the request of any shareholder or a shareholder’s proxy shall, appoint inspectors of election (or persons to replace those who so fail or refuse) at the meeting.  The number of inspectors shall be either one (1) or three (3).  If appointed at a meeting on the request of one (1) or more shareholders or proxies, the bolder of a majority of shares represented in person or by proxy shall determine whether one (1) or three (3) inspectors are to be appointed.

The inspectors of election shall determine the number of shares outstanding and the voting power of each, the shares represented at the meeting, the existence of a quorum, and the

authenticity, validity, and effect of proxies; shall receive votes, ballots, or consents; shall hear and determine all challenges and questions in any way arising in connection with the right to vote; shall count and tabulate all votes or consents; shall determine when the polls shall close and the result; and shall do all other acts as may be proper to conduct the election or vote in order to ensure fairness to all shareholders.

2.12        Shareholders’ Action by Written Consent.  Unless otherwise provided in the Articles of Incorporation, any action that may be taken at any annual or special meeting of shareholders, may he taken without a meeting and without prior notice, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.  Unless the consents of all shareholders entitled to vote have been solicited in writing, notice of the following shall be given to those shareholders entitled to vote who have not consented in writing (i) shareholder approval pursuant to Section 310 (transactions between the Corporation and one or more of the directors), Section 317 (indemnification of an officer, director, or employee), Section 1201 (corporate reorganizations), or Section 2007 (plan or distribution upon dissolution) of the Code (notice to be given at least ten (10) days before the consummation of the action authorized by the approval) and (ii) approval of the taking of any other corporate action by shareholders without, a meeting by less than unanimous written consent.  Directors may not be elected by written consent except by unanimous written consent of all shares entitled to vote for the election of directors, unless otherwise provided in Section 3.4 of these Bylaws.  All shareholder consents shall be filed with the Secretary of the Corporation, maintained as a part of the corporate records of the Corporation, and filed with the minutes of the shareholders’ meetings.  A written consent may be revoked by a properly executed writing received by the Corporation prior to the time that written consents of the number of shares required to authorize the proposed action have been filed with the Secretary, but not thereafter.

ARTICLE III

DIRECTORS

3.1          Powers and Duties.  Subject to the provisions of the Code and any limitations in the Articles of Incorporation and these Bylaws relating to action required to be approved by the shareholders or by the outstanding shares, the business and affairs of the Corporation shall be managed by, and all corporate powers shall be exercised by or under, the direction of the Board of Directors.  The Board of Directors may delegate the management of the day-to-day operation of the business of the Corporation to a management company or other person provided that the business and affairs of the Corporation shall be managed and all corporate powers shall be exercised under the ultimate direction of the Board.

A director shall perform the duties of a director, including duties as a member of any committee of the Board of Directors upon which the director may serve, in good faith, in a manner the director believes to be in the best interests of the Corporation, and with such care, including reasonable inquiry, as an ordinarily prudent person in a like position would use under similar circumstances.

3.2          Number of Directors.  The number of directors of the Corporation shall be two (2) until changed by amendment of the Articles of Incorporation or by amendment of this section of the Bylaws adopted by the approval of the outstanding shares; provided that if the number of directors of the Corporation is set forth in the Articles of Incorporation, the number may only be changed by an amendment of the Articles of Incorporation.  The number set forth in the Articles of Incorporation shall govern in the event of any conflict with the number set in the Bylaws.  In no event shall the specified minimum number of directors be less than three (3); provided, however, that (i) before shares are issued, the number may be one (1) or more; (ii) so long as the Corporation has only one (1) shareholder, the number may be one (I) or more; and (iii) so long as the Corporation has only two (2) shareholders, the number may be two (2) or more.  If the minimum number of directors shall be five (5) or more, a Bylaw or amendment of the Articles of Incorporation reducing the minimum number of directors to a number less than five (5) cannot be adopted if the votes cast against its adoption at a meeting, or the shares not consenting in the case of action by written consent, are more than sixteen and two-thirds percent (16 2/3%) of the outstanding shares entitled to vote.

3.3          Election; Term of Office.  At each annual meeting of shareholders, directors shall be elected to hold office until the next annual meeting; but if the annual meeting is not held, or the directors are not elected, the directors may be elected at any special meeting of shareholders held for that purpose.  Each director, including a director elected to fill a vacancy, shall hold office until the expiration of the term for which elected and until a successor has been elected and qualified, except upon the death, resignation, or removal of the director.  No reduction of the authorized number of directors shall have the effect of removing any director before that director’s term of office expires.

3.4          Vacancies: Resignation; Removal.  A vacancy or vacancies in the Board of Directors shall be deemed to exist in the event of (i) the death, resignation, or removal of any director in accordance with Section 304 or Section 305 of the Code; (ii) action by the Board of Directors to declare vacant the office of a director who has been convicted of a felony or declared of unsound mind by a court order; (iii) an increase in the authorized number of directors; or (iv) the failure of the shareholders (at a meeting for election of directors at which one (1) or more directors are elected) to elect the full authorized number of directors.

Any director may resign effective upon giving written notice to the Chair of the Board, the President, the Secretary, or the Board of Directors of the Corporation, unless the notice specifics a later time for the effectiveness of the resignation.  If the resignation is effective at a future time, a successor may be elected to take office when the resignation becomes effective,

Subject to the further requirements of Section 303 of the Code, no director may be removed (unless the entire Board of Directors is removed) when the votes cast against removal, or not consenting in writing to the removal, would be sufficient to elect the director if voted cumulatively at an election at which the same total number of votes were cast (or, if the action is taken by written consent, all shares entitled to vote were voted) and the entire number of directors authorized at the time of the director’s most recent election were then being elected.

Except for a vacancy created by the removal of a director, vacancies on the board may he filled by approval of the Board of Directors or, if the number of directors then in office is less

than a quorum, by (i) the unanimous written consent of the directors then in office; (ii) the affirmative vote of a majority of the directors then in office at a meeting held pursuant to notice or waivers of notice complying with Section 307 of the Code; or (iii) a sole remaining director.  The shareholders may elect a director at any time to fill any vacancy not filled by the directors.  Any election (other than to fill a vacancy created by removal) which is accomplished by written consent shall require the consent of a majority of the outstanding shares entitled to vote.  A vacancy on the Board of Directors resulting from the removal of a director may be filled only by the approval of the shareholders in accordance with Section 2.5 or by the unanimous written consent of the shareholders.

If, after the filling of any vacancy by the directors, the directors then in office who have been elected by the shareholders shall constitute less than a majority of the directors then in office, any holder or holders of an aggregate of five percent (5%) or more of the total number of shares at the time outstanding having the right to vote for those directors may call a special meeting of shareholders to be held to elect the entire Board of Directors.  The term of office of any director shall terminate upon the election of a successor.

3.5          Meetings: Location.  Meetings of the Board of Directors may be called by the Chair of the Board, the President, any Vice President, the Secretary, or any two (2) directors.

The Board of Directors shall hold a regular meeting immediately after the meeting of shareholders at which it is elected and at the place where that meeting is held, for the purpose of appointing officers of the Corporation and for the transaction of other business.  Notice of this board meeting is dispensed with unless the location of the meeting is other than the location of the shareholders’ meeting.  Other regular meetings of the Board of Directors may be held without notice if the time and place of the meetings are fixed by the Board of Directors.

Special meetings of the Board of Directors may be held upon at least four (4) days’ notice by mail or at least forty-eight (48) hours’ notice delivered personally or by telephone, including a voice messaging system or other system or technology designed to record and communicate messages, telegraph, facsimile, electronic mail, or other electronic means.  A notice, or waiver of notice, need not specify the purpose of any regular or special meeting of the Board of Directors.  Notice of a meeting need not be given to any director who signs a waiver of notice or a consent to holding the meeting or an approval of the minutes thereof, whether before or after the meeting, or who attends the meeting without protesting, prior to the meeting or at its commencement, the lack of notice.  All waivers, consents, and approvals shall be filed with the corporate records or made a part of the minutes of the meeting.

Meetings of the Board of Directors may be held at any place within or without the state, which has been designated in the notice of the meeting or, if not stated in the notice or if there is no notice, at the principal executive office of the Corporation or as otherwise designated by the Board of Directors.

Members of the Board of Directors may participate in a meeting through the use of conference telephone or similar communications equipment, so long as all members participating in the meeting can hear each other.  Participation in a meeting pursuant to the provisions of Section 307 of the Code shall constitute presence in person at the meeting.

A majority of the directors present, whether or not a quorum is present, may adjourn any meeting to another time and place.  If the meeting is adjourned for more than twenty-four (24) hours, notice of any adjournment to another time or place shall be given prior to the time of the adjourned meeting to the directors who were not present at the time of the adjournment.

3.6          Quorum; Vote of Directors.  A majority of the authorized number of directors shall constitute a quorum of the Board of Directors for the transaction of business (except as provided in Section 3.5 concerning adjournment of a meeting); provided, however, that the number of directors constituting a quorum shall not be less than one-third (1/2) of the authorized number of directors, or less than two (2) directors, whichever is larger, unless there shall be only one (1) authorized director, in which case that director shall constitute the quorum.

Unless otherwise provided by law, or unless a greater number is required by the Articles of Incorporation or these Bylaws, every act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present is the act of the Board of Directors.  A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of directors, if any action taken is approved by at least a majority of the required quorum for the meeting.

3.7          Action Without A Meeting.  Any action required or permitted to be taken by the Board of Directors may be taken without a meeting, if all members of the board shall individually or collectively consent in writing to the action.  The written consent or consents shall be filed with the minutes of the proceedings of the Board of Directors.  Any action by written consent shall have the same force and effect as a unanimous vote of directors.

3.8          Fees and Compensation.  Directors and members of committees may receive compensation, if any, for their services, and reimbursement of expenses, as may be determined by resolution of the Board of Directors.  This section shall not preclude any officer or director from serving the Corporation in any other capacity as an officer, employee, agent, or otherwise and receiving compensation for those services and reimbursement of related expenses.

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ARTICLE IV

COMMITTEES OF DIRECTORS

4.1          Appointment of Committees.  The Board of Directors may, by resolution adopted by a majority of the authorized number of directors, designate one or more committees, each consisting of two (2) or more directors, to serve at the pleasure of the Board of Directors.  The Board of Directors may designate one (1) or more directors as alternate members of any committee, who may replace any absent member at any meeting of the committee.  The appointment of members or alternate members of a committee requires the vote of a majority of the authorized number of directors.

Any committee, to the extent provided in the resolution of the Board of Directors or in these Bylaws, shall have all the authority of the Board of Directors, except with respect to: (i) the approval of any action for which shareholder approval or approval of the outstanding shares is required by law; (ii) the filling of vacancies on the Board of Directors or in any committee; (iii) the fixing of compensation of the directors for serving on the Board of Directors or on any committee; (iv) the amendment or repeal of these Bylaws or the adoption of new Bylaws; (v) the amendment or repeal of any resolution of the Board of Directors, which by its express terms is not so amendable or repealable; (vi) the declaration of or making of a distribution to the shareholders of the Corporation, except at a rate or in a periodic amount or within a price range determined by the Board of Directors; or (vii) the appointment of other committees of the Board of Directors or the members thereof.

4.2          Committee Meetings.  Unless the Board of Directors shall otherwise provide, meetings of, and actions by, committees shall be governed by the provisions of Article In of these Bylaws, as modified to substitute the committee and its members for the Board of Directors and its members.  The time and place of regular meetings may be set by resolution of the Board of Directors or the committee, and when notice of regular meetings has been given to each member and alternate member of the committee, no further notice of regular meetings need be given thereafter, In addition to those authorized to call a special meeting by Section 3.5, special committee meetings may be called by any two (2) members of the committee.  Notice of special meetings shall be given to all committee members and alternate members.  A majority of the authorized number of members of any committee shall constitute a quorum for the transaction of business,

ARTICLE V

OFFICERS

5.1          Designation of Officers; Removal and Resignation.  The officers of the Corporation shall consist of a Chair of the Board or a President, or both, a Secretary, and a Chief Financial Officer, and each of them shall be appointed by the Board of Directors.  The Corporation may also have such other officers as may be appointed by the Board of Directors or, if authorized by the Board of Directors, by the Board Chair and President (hereafter the “Appointing Officers”), with those titles and duties as may be determined by the Board of Directors or the Appointing Officers and as may be necessary to enable the Corporation to sign

10

instruments and share certificates.  If the Board of Directors or the Appointing Officers shall name one (1) or more persons as Vice President, the order of their seniority shall be in the order of their nomination, unless otherwise determined by the Board of Directors or the Appointing Officers.  Any number of offices may be held by the same person.

All officers of the Corporation shall hold office from the date appointed to the date of the next succeeding regular meeting of the Board of Directors following the meeting of shareholders at which the Board of Directors is elected, and until their successors are elected; provided that all officers may be removed at any time at the pleasure of the Board of Directors.  Upon the removal, resignation, death, or incapacity of any officer, the Board of Directors may declare the office vacant and fill the vacancy.  Any officer may resign at any time upon written notice to the Corporation without prejudice to the rights, if any, of the Corporation under any contract to which the officer is a party.  The salary and other compensation of the officers shall be fixed from time to time by resolution of the Board of Directors.

5.2          Duties of the Board Chair.  The Board Chair, if one exists, shall preside at all meetings of the Board of Directors.  The Board Chair shall have those powers and perform those duties as the Board of Directors shall designate from time to time.  If there is no President, then the Board Chair shall be the chief executive officer of the Corporation and shall perform the duties of President.

5.3          Duties of the President.  Subject to any supervisory powers given by the Board of Directors to the Board Chair, if one exists, the President shall be the general manager and chief executive officer of the Corporation and, subject to the direction of the Board of Directors, shall have general supervision, direction, and authority over the business, affairs, and officers of the Corporation, and shall perform all the duties commonly incident to that office.  The President shall preside at all meetings of the shareholders and, in the absence of the Board Chair, or, if there is none, at all meetings of the Board of Directors.  The President shall have such other powers and perform such other duties as the Board of Directors shall designate from time to time.

5.4          Duties of Vice Presidents.  The Vice Presidents, if any, in the order of their, seniority (unless otherwise established by the Board of Directors or the Appointing Officers) may assume and perform the duties of the President in the absence or disability of the President or whenever the office of the President is vacant.  The Vice Presidents shall have those titles, and those powers, and shall perform those duties as the Board of Directors or the Appointing Officers shall designate from time to time.

5.5          Duties of the Secretary.  The Secretary shall keep, or cause to be kept, at the principal executive office (or any other place that the Board of Directors may order) a minute book of all meetings of the shareholders, Board of Directors, and committees appointed pursuant to Article IV.  The minutes shall contain all acts and proceedings of the meetings, the time and location of meetings, whether the meetings are regular or special (and, if special, bow authorized and the notice given), the names of those present at directors’ or committee meetings, and the number of shares present or represented at shareholders’ meetings.  The Secretary shall give, or cause to be given, notice (in conformity with law and these Bylaws) of all meetings of the shareholders, and of any meetings of the Board of Directors or any committee requiring notice.

The Secretary shall keep, or cause to be kept, at the principal executive office or at the office of the Corporation’s transfer agent, a share register, or a duplicate share register, showing the names of the shareholders and their addresses; the number and classes of shares held by each; the number and date of share certificates issued; and the number and date of cancellation of every certificate surrendered for cancellation.  The Secretary shall keep any seal of the Corporation in safe custody and shall perform such other duties and have such other powers as the Board of Directors shall designate from time to time.  The President may direct any Assistant Secretary to assume and perform the duties of the Secretary in the absence or disability of the Secretary, and each Assistant Secretary shall perform such other duties and have such other powers as the Board of Directors shall designate from time to time.

5.6          Duties of the Chief Financial Officer.  The Chief Financial Officer shall keep, or cause to be kept, the books of account of the Corporation in a thorough and proper manner, and shall render statements of the financial affairs of the Corporation in such form and as often as required by the Board of Directors.  The Chief Financial Officer, subject to the order of the Board of Directors, shall have the custody of all funds and securities of the Corporation.  The Chief Financial Officer shall perform all other duties commonly incident to that office and shall perform such other duties and have such other powers as the Board of Directors shall designate from time to time.  The President may direct any Deputy Financial Officer to assume and perform the duties of the Chief Financial Officer in the absence or disability oldie Chief Financial Officer, and each Deputy Financial Officer shall perform such other duties and have such other powers as the Board of Directors shall designate from time to time.

ARTICLE VI

SHARES OF STOCK

6.1          Form of Certificates.  Every holder of shares in the Corporation shall be entitled to have a certificate signed in the name of the Corporation by the Board Chair or the President or a Vice President and by the Chief Financial Officer or a Deputy Financial Officer or the Secretary or an Assistant Secretary, certifying the number of shares and the class or series of shares owned by the shareholder.  Any or all of the signatures on the certificate may be facsimile.  In the event that any officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be an officer, transfer agent, or registrar before the certificate is issued, the issuance of the certificate by the Corporation shall have the same effect as if that person were an officer, transfer agent, or registrar at the date of issue.

If the shares of the Corporation are classified, or if any class of shares has two or more series, there shall appear on the certificate one of the following (i) a statement of the rights, preferences, privileges, and restrictions granted to or imposed upon each class or series of shares authorized to be issued and upon the holders thereof; (ii) a summary of rights, preferences, privileges, and restrictions with reference to the provisions of the Articles of Incorporation and any Certificates of Determination establishing the same; or (iii) a statement setting forth the office or agency of the Corporation from which shareholders may obtain, upon request and without charge, a copy of the statement referred to in (i) above.

There shall also appear on the certificate the following statements (if applicable); (i) that the shares are subject to restrictions upon transfer; (ii) if the shares are assessable or are not fully paid, that they are assessable or, on partly paid shares, the total amount of the consideration to be paid and the amount previously paid; (iii) that the shares are subject to a close corporation voting agreement, or an irrevocable proxy, or restrictions upon voting rights contractually imposed by the Corporation; (iv) that the Corporation is a close corporation, whose shareholders of record cannot exceed a specified amount; (v) that the shares are redeemable; and (vi) that the shares are convertible and the period for conversion.  Any statement on the face of the certificate required by this paragraph shall be conspicuous.

When the Articles of Incorporation are amended in any way affecting the statements contained in the certificates for outstanding shares, or it becomes desirable for any reason, in the discretion of the Board of Directors, to cancel any outstanding certificate for shares and issue a new certificate therefor conforming to the rights of the holder, the Board of Directors may order any holders of outstanding certificates for shares to surrender and exchange them for new certificates within a reasonable time to be fixed by the Board of Directors.

6.2          Transfer of Shares.  Shares of the Corporation may be transferred in any manner permitted or provided by law_ Before any transfer of shares is entered upon the books of the Corporation, or any new certificate is issued, the old certificate (properly endorsed) shall be surrendered and canceled, except when a certificate has been lost or destroyed.

6.3          Lost Certificates.  The Corporation shall issue a new Share certificate or a new certificate for any other security in the place of any certificate theretofore issued by it, alleged to have been lost, stolen or destroyed, provided that, prior to the issuance of the new certificate, the Corporation may require the owner of the lost, stolen, or destroyed certificate or the owner’s legal representative to give the Corporation a bond (or other adequate security) sufficient to indemnify it against any claim that may be made against it (including any expense or liability) on account of the alleged loss, theft, or destruction of the certificate or the issuance of such new certificate.

6.4          Electronic Securities Recordation.  Notwithstanding the provisions of Sections 6.1 through 6.3, and as permitted by law, the Corporation may adopt a system of issuance, recordation, and transfer of its shares by electronic or other means not involving any issuance of certificates.

ARTICLE VII

REPORTS, RECORDS, AND INSPECTIONS

7.1          Financial Reports.  The Board of Directors shall cause an annual report to he sent to the shareholders not later than one hundred twenty (120) days after the close of the Corporation’s fiscal year.  That report shall be sent to the shareholders at least fifteen (15) (or, if sent by third-class mail, thirty-five (35)) days prior to the annual meeting of shareholders to be held during the next fiscal year.  That report shall contain a balance sheet as of the end of that fiscal year and an income statement and statement of changes in financial position for that fiscal

year.  If the Corporation has less than one hundred (100) shareholders of record, the requirements of this paragraph are expressly waived.

If no annual report for the last fiscal year has been sent to shareholders, the Corporation shall, upon the written request of any shareholder made more than one hundred twenty (120) days after the close of that fiscal year, deliver or mail to the person making the request within thirty (30) days thereafter, the financial statements, if any, required by the first paragraph of this Section 7.1 for that year.

A shareholder or shareholders holding at least five percent (5%) of the outstanding shares of any class of the Corporation may make a written request to the Corporation for (i) an income statement of the Corporation for the three-month, six-month, or nine-month period of the current fiscal year ended more than thirty (30) days prior to the date of the request; (ii) a balance sheet of the Corporation as of the end of the period; and (iii) if no annual report for the last fiscal year has been seat to shareholders, the statements referred to in the first paragraph of this Section 8.1 for the last fiscal year.  The statements shall be delivered or mailed to the person making the request within thirty (30) days.  A copy of the statements shall be kept on file in the principal executive office of the Corporation for twelve (12) months, and it shall be exhibited at all reasonable times to any shareholder demanding an examination of the statements or a copy shall be mailed to the shareholder.

The income statements and balance sheets referred to in this Section 7.1 shall be accompanied by the report of independent accountants engaged by the Corporation, if any, or by the certificate of an authorized officer of the Corporation that the financial statements were prepared without audit from the books and records of the Corporation.

7.2          Location and Inspection of Bylaws.  The Corporation shall keep at its principal executive office in this state, or if its principal executive office is not in this state at its principal business office in this state, the original or a copy of its Bylaws as amended to date, which shall he open to inspection by the shareholders at all reasonable times during normal office hours.  If the principal executive office of the Corporation is outside this state and the Corporation has no principal business office in this state, upon the written request of any shareholder, the Corporation shall furnish to the shareholder a copy of the Bylaws as amended to date.

7.3          Location and Inspection of Record of Shareholders.  The Corporation shall keep at its principal executive office, or at the office of its transfer agent or registrar, a record of its shareholders, giving the names and addresses of all shareholders and the number and class of shares held by each.

A shareholder or shareholders holding at least five percent (5%) in the aggregate of the outstanding voting shares of the Corporation or holding at least one percent (1%) of such voting shares and baying filed a Schedule 14A with the United States Securities and Exchange Commission shall have an absolute right to do either or both of the following (i) inspect and copy the record of shareholders’ names and addresses and shareholdings during usual office hours upon five (5) business days’ prior written demand upon the Corporation; or (ii) obtain from the transfer agent for the Corporation, upon written demand and upon the tender of its usual charges for such a list (the amount of which charges shall be stated to the shareholder by the

transfer agent upon request), a list of the shareholders’ names and addresses who are entitled to vote for the election of directors, and their shareholdings, as of the most recent record date for which it has been compiled or as of a date specified by the shareholder subsequent to the date of demand.  The list shall be made available on or before the later of live (5) business days after the demand is received or the date specified in the demand as the date as of which the list is to be compiled.

The record of shareholders shall also be open to inspection and copying by any shareholder or holder of a voting trust certificate at any time during usual business hours upon written demand on the Corporation, for a purpose reasonably related to the holder’s interest as a shareholder or holder of a voting trust certificate.

Any inspection and copying under this Section 7.3 shall be made in person or by agent or attorney of the person seeking inspection and copying.

7.4          Location and Inspection of Other Corporate Records.  The Corporation shall keep correct books and records of account and shall keep minutes of the proceedings of its shareholders, Board of Directors, and committees.  The minutes shall be kept in written form.  Other books and records shall he kept either in written form or in any other form capable of being converted into written form.

The accounting books and records and minutes of proceedings of the shareholders, the Board of Directors, and committees shall be open to inspection upon the written demand on the Corporation of any shareholder or holder of a voting trust certificate at any reasonable time during usual office hours, for a purpose reasonably related to the holder’s interests as a shareholder or as the holder of the voting trust certificate.  The right of inspection created by this section shall extend to the records of each subsidiary of the Corporation.  Inspection by a shareholder or holder of a voting trust certificate may be made in person or by agent or attorney, and the right of inspection includes the right to copy and make extracts.

7.5          Directors’ Right to Inspect.  Every director of the Corporation shall have the absolute right at any reasonable time to inspect and copy all books, records, and documents of the Corporation of every kind and to inspect the physical properties of the Corporation and of its subsidiary corporations.  Inspection by a director may be made in person or by agent or attorney, and the right of inspection includes the right to copy and make extracts.

ARTICLE VIII

GENERAL

8.1          Execution of Corporate Documents and Instruments.  Except as otherwise provided by law or in these Bylaws, the Board of Directors, in its discretion, may designate and authorize any director, officer, employee, agent, or other person to execute any corporate agreement, document, or instrument, or to otherwise sign, in the name and on behalf of the Corporation.  Properly authorized execution or signature shall be binding upon the Corporation.  Unless so authorized or ratified by the Board of Directors, no director, officer, employee, agent, or other person shall have the power to act on behalf of the Corporation, to execute any

agreement, document, or instrument in the name and on behalf of the Corporation, or to otherwise bind the Corporation unless the action, execution, or binding activity is within the agency power of the officer.  No officer shall sign any instrument or document unless the Board of Directors has approved the underlying transaction.

All checks, drafts, orders for payment of money, notes, or other indebtedness issued by or payable to the Corporation, shall be signed or endorsed only by those persons that the Board of Directors shall authorize from time to time.

8.2          Voting of Shares Owned by Corporation.  The Board Chair, the President, or any Vice President, or, if authorized by the Board of Directors, the Chief Financial Officer, the Secretary, any Assistant Secretary, or any other person, shall be authorized to vote, and exercise all rights incident to, the shares and any proxies of other corporations owned, held by, or standing in the name of the Corporation.

8.3          Corporate Seal.  The corporate seal, if authorized by the Board of Directors, shall consist of a circular die bearing the name of the Corporation and the state and date of its incorporation.  If and when authorized, a duplicate of the corporate seal may be kept and used by any officer or person that the Board of Directors may designate.  Failure to affix any corporate seal will not affect the validity of any instrument of the Corporation.

8.4          Interpretation.  Unless the context otherwise requires, these Bylaws shall be construed and interpreted in accordance with the provisions of the Code, as amended.

ARTICLE IX

AMENDMENT

9.1          Procedure.  The Bylaws of the Corporation shall be subject to amendment or repeal, and new Bylaws may be adopted, by the vote or written consent of the holders of a majority of the outstanding shares entitled to vote; provided, however, that if the number of authorized directors is specified in the Articles of Incorporation then amendment of the authorized number of directors shall require the amendment of the Articles of Incorporation.  After the issuance of shares, a Bylaw specifying or changing a fixed number of directors or the maximum or minimum number of directors, or changing from a fixed to a variable board or vice versa may only be adopted by approval of the outstanding shares.  Subject to the right of the shareholders to adopt, amend, or repeal the Bylaws, the Bylaws (other than a Bylaw or amendment changing the authorized number of directors) may be adopted, amended, or repealed by action of the Board of Directors.

9.2          Record.  Whenever these Bylaws are amended or new Bylaws are adopted, the amendment or new Bylaw shall be inserted with the original Bylaws in the corporate records of the Corporation.  The fact of any repeal of any Bylaw shall also be duly noted with the records of the Bylaws.

CERTIFICATE OF SECRETARY

I, the undersigned, the duly elected Secretary of Vacation Resorts International, a California corporation, do hereby certify:

That the foregoing Bylaws were adopted as the Bylaws of the Corporation by the Board of Directors of the Corporation on July   , 2005, and that the same do now constitute the Bylaws of the Corporation.

IN WITNESS WHEREOF, I have subscribed my name as of the date written below.

Dated: July 27, 2005

/s/ Juanita Presley

JUANITA PRESLEY

Secretary

VACATION RESORTS INTERNATIONAL

AMENDMENT NO. 1 TO BYLAWS

June 20, 2012

Section 3.2 of the Bylaws of Vacation Resorts International is hereby amended by deleting such Section in its entirety and replacing it with the following:

“3.2        Number of Directors.  The number of directors of the Corporation shall be three (3) until changed by amendment of the Articles of Incorporation or by amendment of this section of the Bylaws adopted by the approval of the outstanding shares; provided that if the number of directors of the Corporation is set forth in the Articles of Incorporation, the number may only be changed by an amendment of the Articles of Incorporation.  The number set forth in the Articles of Incorporation shall govern in the event of any conflict with the number set in the Bylaws.”

*               *               *

EX-3.131

Exhibit 3.131

CERTIFICATE OF INCORPORATION
OF
VOL GP, INC.

The undersigned, for the purposes hereinafter stated, under and pursuant to the provisions of the General Corporation Law of Delaware, does hereby certify as follows:

FIRST:  The name of the corporation is:

VOL GP, Inc.

SECOND:  The Registered Office of the corporation is to be located at 1013 Centre Road, in the City of Wilmington, in the County of New Castle, in the State of Delaware, 19805-1297.  The name of its Registered Agent at that address is Corporation Service Company.

THIRD:  The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organised under the General Corporation Law of Delaware.

FOURTH:  The total number of shares of stock which the corporation shall have authority to issue is one thousand (1,000) shares of no par common stock.

FIFTH:  The original By-Laws of the corporation may be adopted by the sole incorporator named herein, or by the initial directors of the corporation.  Thereafter, in furtherance and not in limitation of the powers conferred by the laws of the State of Delaware, the Board of Directors and/or the stockholders of the corporation are expressly empowered to make, alter, amend or repeal By-Laws in the manner to be determined by the terms of the By-Laws of the corporation then in existence.

SIXTH:  The name and mailing address of the sole incorporator is:

Rosemarie A. Rodriguez

Diversified Financial Management Corp.

200 West Madison Street

Suite 8800

Chicago, Illinois 60606

SEVENTH:  The corporation shall have perpetual existence.

EIGHTH:  The Corporation shall, to the full extent permitted by Section 145 of the General Corporation Law of Delaware, as amended from time to time, indemnify all officers and directors of the Corporation.

NINTH:  Whenever a compromise or arrangement is proposed between this corporation and its creditors or any class of them and/or between this corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of this corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for this corporation under the provisions of Section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this corporation under the provisions of Section 279 of Title 8 of the Delaware Code order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three-fourths (3/4) in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of the corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of the corporation as consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders of the corporation, as the case may be, and also on the corporation.

TENTH:  To the fullest extent permitted by the General Corporation Law of Delaware as amended from time to time, a director of the corporation shall not be liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director.

IN WITNESS WHEREOF, the undersigned, being the incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of Delaware, does hereby make this certificate, declaring that the facts herein stated are true, and accordingly has hereunto set his hand this 31st day of October 1997.

/s/ Rosemarie A. Rodriguez

Rosemarie A. Rodriguez, Incorporator

EX-3.132

Exhibit 3.132

BY-LAWS
OF
VOL GP, INC.

ARTICLE I

OFFICES

Section 1.              Offices. The principal offices of the Corporation shall be located in the State of Delaware and the County of New Castle. The Corporation may also have offices at such other places both within and without the State of Delaware as the Board of Directors may from time to time determine or the business of the Corporation may require.

Section 2.              Registered Office. The registered office of the Corporation shall be maintained in the City of Wilmington, State of Delaware.

ARTICLE II

MEETING OF STOCKHOLDERS

Section 1.              Annual Meeting. The annual meeting of stockholders shall be held on the first Monday in October or, if it is a legal holiday, then on the next business day following, at 10:00 a.m. Such meeting may be held within or without the State of Delaware. At such meeting the stockholders shall elect by a plurality vote a Board of Directors, and transact such other business as may properly be brought before the meeting. If the election of directors shall not be held on the day designated herein for an annual meeting, or any adjournment thereof, the Board of Directors shall cause the election to be held at a meeting of the stockholders as soon thereafter as may be convenient.

Section 2.              Special Meetings. Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute or by the certificate of incorporation, may be called by the President and shall be called by the President or Secretary at the request in writing of a majority of the Board of Directors or at the request in writing of stockholders owning a majority in amount of the entire capital stock of the Corporation issued and outstanding and entitled to vote. Such request shall state the purpose or purposes of the proposed meeting. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.

Section 3.              Notice. Written notice of the annual or special meeting shall be given to each stockholder entitled to vote thereat, in person or by mailing to him at his last known address, not less than 10 nor more than 60 days before the date of meeting, unless such notice is waived in writing by each stockholder entitled thereto. In the case of a special meeting, the purpose or purposes for which the meeting is called must be stated in the notice.

Section 4.              Stockholder List. The officer who has charge of the stock ledger of the Corporation shall prepare and make, at least 10 days before every meeting of the stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and

showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least 10 days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

Upon the wilful neglect or refusal of the directors to produce such a list at any meeting for the election of directors, they shall be ineligible for election to any office at such meeting.

The stock ledger shall be the only evidence as to who are the stockholders entitled to examine the stock ledger, the list required by this section or the books of the corporation, or to vote in person or by proxy at any meeting of the stockholders.

Section 5.              Quorum. The holders of 50% of the capital stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the certificate of incorporation. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have the power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be presented or represented, at which time any business may be transacted which might have been transacted at the meeting as originally notified. When a quorum is present at any meeting, the vote of the holders of a majority of the stock having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which by express provision of statute or the certificate of incorporation, a different vote is required, in which case such express provision shall govern and control the decision of such question.

Section 6.              Voting. Unless otherwise provided in the certificate of incorporation, each stockholder shall at every meeting of the stockholders be entitled to one vote in person or by proxy for each share of the capital stock having voting power held by such stockholder, but no proxy shall be voted after three years from its date, unless the proxy provides for a longer period.

Section 7.              Written Consent. Whenever the vote of stockholders at a meeting thereof is required or permitted to be taken, such meeting and vote of stockholders may be dispensed with if a majority of the stockholders who would have been entitled to vote upon the action if such meeting were held shall consent in writing to such corporate action being taken.

ARTICLE II

DIRECTORS

Section 1.              Number. The minimum number of directors which shall constitute the whole Board of Directors shall be one. The number of directors to constitute the Board of Directors shall be decided and the directors shall be elected at the annual or special meeting of the

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stockholders (except as provided in Section 2 of this Article), and each director elected shall hold office until his successor is elected and qualified. Directors need not be stockholders.

Section 2.              Vacancies. Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, though less than a quorum, or by a sole remaining director, and the directors so chosen shall hold office until the next annual election and until their successors are duly elected and shall qualify, unless sooner displaced.

Section 3.              Duties of Directors. The business of the Corporation shall be managed by or under the direction of its Board of Directors which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the certificate of incorporation or by these by-laws directed or required to be exercised or done by the stockholders.

Section 4.              Meetings. The Board of Directors of the Corporation may hold meetings, both regular and special, either within or without the State of Delaware.

Section 5.              Regular Meetings. A regular meeting of the Board of Directors shall be held immediately following the annual meeting of the stockholders. In the event such meeting is not held immediately following the annual meeting of the stockholders, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the Board of Directors, or as shall be specified in a written waiver signed by all of the directors.

Section 6.              Special Meetings. Special meetings of the board may be called by the President with notice to each of the directors as provided in Section 7 of this Article; special meetings shall be called by the President or Secretary in like manner and on like notice on the written request of one-third of the directors.

Section 7.              Notice. Regular meetings of the Board of Directors may be held without notice at such time and at such place as shall from time to time be determined by the Board. Notice of meetings other than regular meetings shall be given to each director, in person or by mail or by telegram, at his last known address not less than 10 nor more than 60 days prior to the date designated therein for such meetings including the date of mailing, unless said notice is waived in writing by each director. Said notice shall be written, specifying the time and place of such meeting.

Section 8.              Quorum. At all meetings of the Board, a majority of the directors shall constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as may be otherwise specifically provided by statute, the certificate of incorporation or these by-laws. If a quorum shall not be present at any meeting of the Board of Directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

Section 9.              Voting. At all meetings of the Board of Directors, each director is to have one vote.

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Section 10.            Unanimous Consent. Unless otherwise restricted by the certificate of incorporation or these by-laws, any action required or permitted to be taken at any meeting of the Board of Directors, or any committee thereof, may be taken without a meeting if all members of the board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of the proceedings of the board or committee.

Section 11.            Committees of Directors. The Board of Directors may, by resolution passed by a majority of the whole board, designate one or more committees, each committee to consist of one or more of the directors of the Corporation, which, to the extent provided in the resolution and not otherwise restricted by statute, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, including the power and authority to declare dividends, and may authorize the seal of the Corporation, if any, to be affixed to all papers which may require it. Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors when required.

Section 12.            Compensation of Directors. Unless otherwise restricted by statute or the certificate of incorporation, the Board of Directors shall have the authority to fix the compensation of directors. The directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as director. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.

ARTICLE IV

OFFICERS

Section 1.              Number. The officers of the Corporation shall be elected by the Board of Directors and shall be a President, a Vice-President, a Secretary and a Treasurer. The Board of Directors may also elect more than one Vice President and one or more Assistant Secretaries and Assistant Treasurers. Any number of offices may be held by the same person. The Board of Directors may appoint such other officers and agents as it shall deem necessary, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the board.

Section 2.              Election. The Board of Directors shall elect officers annually at its first meeting after each annual meeting of stockholders.

Section 3.              Compensation. The compensation of all officers of the Corporation shall be fixed by the Board of Directors.

Section 4.              Term. The officers of the Corporation shall hold office until their successors are elected and qualify. Any officer elected by the Board of Directors may be removed at any time by the affirmative vote of a majority of the Board of Directors. Any vacancy occurring in any office of the Corporation shall be filled by the Board of Directors.

Section 5.              Duties of Officers. The duties and powers of the officers shall be as follows:

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President

The President shall be the chief executive officer of the Corporation and shall be responsible for formulating general policies and programs for the Corporation for submission to the Board of Directors and for carrying out the programs and policies approved by the Board of Directors. He shall be responsible for the administration and operation of the business and affairs of the Corporation. The President shall cause to be called regular and special meetings of the Stockholders and Board of Directors in accordance with these by-Laws and he shall preside at all such meetings. He shall have the power to sign and deliver on behalf of the Corporation all documents and agreements. The President shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

Vice-President

The Vice-President, if there shall be one, or if there shall be more than one, the Vice-Presidents in the order determined by the Board of Directors (or if there be no such determination, then in the order of their election), shall, in the absence or disability of the President, perform the duties and exercise all the powers of the President, and be subject to all the restrictions upon the President. The Vice-Presidents shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

Secretary

The Secretary shall attend all meetings of the Board of Directors and all meetings of the stockholders and record all the proceedings of the meetings of the Corporation and of the Board of Directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required. He shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the Board of Directors, and shall perform such other duties and have such other powers as the Board of Directors or the President may from time to time prescribe. He shall have custody of the corporate seal of the Corporation, if any, and he, or an Assistant Secretary, shall have authority to affix the same to any instrument requiring it and, when so affixed, it may be attested by his signature or by the signature of such Assistant Secretary. The Board of Directors may give general authority to any other officer to affix the seal of the Corporation and to attest the affixing by his signature.

Assistant Secretary

The Assistant Secretary, or if there be more than one, the Assistant Secretaries in the order determined by the Board of Directors (or if there be no such determination, then in the order of their election), shall, in the absence or disability of the Secretary, perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

Treasurer

The Treasurer shall have custody of the Corporation’s funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation

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and shall deposit all monies and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors.

He shall disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the President and the Board of Directors at its regular meetings, or when the Board of Directors so requires, an account of all his transactions as Treasurer and the financial condition of the Corporation.

If required by the Board of Directors, he shall give the Corporation and maintain a bond in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of his office and for the restoration to the Corporations, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the Corporation.

Assistant Treasurer

The Assistant Treasurer, or if there shall be more than one, the Assistant Treasurers in the order determined by the Board of Directors (or if there shall be no such determination, then in the order of their election), shall, in the absence or disability of the Treasurer, perform the duties and exercise the powers of the Treasurer and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

ARTICLE V

STOCK CERTIFICATES

Section 1.              Description. Every holder of stock in the Corporation shall be entitled to have a certificate, signed by, or in the name of the Corporation by, the President or a Vice President, and countersigned by the Treasurer or Assistant Treasurer, Secretary or Assistant Secretary of the Corporation, certifying the number of shares owned by him in the Corporation, and sealed with the seal of the Corporation, if any. If the Corporation shall be authorized to issue more than one class of stock, or more than one series of any class, the designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of the certificate which the Corporation shall issue to represent such class of stock; provided, however, that except as otherwise provided in Section 202 of the General Corporation Law of Delaware, in lieu of the foregoing requirements, there may be set forth on the face or back of the certificate which the Corporation shall issue to represent such class or series of stock, a statement that the Corporation will furnish without charge to each stockholder who so requests, the designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.

Section 2.              Facsimile of Signature. The signature of any officer on a stock certificate may be by facsimile. In case any officer or officers who have signed, or whose facsimile signature or signatures have been used on any such certificate or certificates, shall cease to be such officer

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or officers of the Corporation, whether because of death, resignation or otherwise, before such certificate or certificates are issued, such certificate or certificates may nevertheless be adopted by the Corporation and be issued and delivered as though the person or persons who signed such certificate or certificates or whose facsimile signature or signatures have been used thereon had not ceased to be such officer or officers of the Corporation.

Section 3.              Transfer of Stock. The stock of the Corporation, irrespective of class, shall be assignable and transferable on the books of the Corporation only by the person in whose name it appears on said books, or his legal representatives. In case of transfer by attorney, the power of attorney, duly executed and acknowledged, shall be deposited with the Secretary. In all cases of transfer, the former certificate must be surrendered up and cancelled before a new certificate is issued; however, in the event of loss, mutilation or destruction of a certificate, a duplicate certificate may be issued upon such terms as the Board of Directors shall prescribe. Upon surrender to the Corporation or the transfer agent of the Corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignation or authority to transfer, it shall be the duty of the Corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books, subject, however, to any restrictions or limitations on the transfer thereof which may be set forth in the certificate of incorporation or referred to on the certificate so surrendered or which may be imposed by law or by any agreement to which the holder of such shares is subject.

Section 4.              Registered Stockholders. The Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote or take other action as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.

ARTICLE VI

GENERAL PROVISIONS

Section 1.              Dividends. Dividends upon the capital stock of the Corporation, subject to the provisions of the certificate of incorporation, if any, may be declared by the Board of Directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property, or in shares of capital stock of the Corporation, subject to the provisions of the certificate of incorporation. Before payment of any dividend, there may be set aside out of any funds of the Corporation available for dividends such sum as the directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for such other purpose as the directors shall think conducive to the interests of the Corporation, and the directors may modify or abolish any such reserve in the manner in which it was created.

Section 2.              Statements and Reports. The Board of Directors shall present at each annual meeting, and at any special meeting of the stockholders when called for by vote of the stockholders, a full and clear statement of the business and condition of the Corporation.

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Section 3.              Checks and Notes. All checks or demands for money and notes of the Corporation shall be signed by such officer or officers or such other persons as the Board of Directors may from time to time designate.

ARTICLE VII

FISCAL YEAR

The fiscal year of the Corporation shall end on December 31 of each year, unless otherwise determined by the Board of Directors.

ARTICLE VIII

INDEMNIFICATION

Section 1.              General. The Corporation shall indemnify, and advance Expenses (as hereinafter defined) to, Indemnitee (as hereinafter defined) as provided in this Article and to the fullest extent permitted by applicable law.

Section 2.              Proceedings Other Than Proceedings by or in the Right of the Corporation. Indemnitee shall be entitled to the rights of indemnification provided in this Section 2 if, by reason of his Corporate Status (as hereinafter defined), he is, or is threatened to be made, a party to any threatened, pending, or completed Proceeding (as hereinafter defined), other than a Proceeding by or in the right of the Corporation. Pursuant to this Section 2, Indemnitee shall be indemnified against Expenses, judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by him or on his behalf in connection with such Proceeding or any claim, issue or matter therein, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal Proceeding, had no reasonable cause to believe his conduct was unlawful.

Section 3.              Proceedings by or in the Right of the Corporation. Indemnitee shall be entitled to the rights of indemnification provided in this Section 3 if, by reason or his Corporate Status, he is, or is threatened to be made, a party to any threatened, pending or completed Proceeding brought by or in the right of the Corporation to procure a judgment in its favor. Pursuant to this Section, Indemnitee shall be indemnified against Expenses actually and reasonably incurred by him or on his behalf in connection with such Proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation. Notwithstanding the foregoing, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been adjudged to be liable to the Corporation if applicable law prohibits such indemnification; provided, however, that, if applicable law so permits, indemnification against Expenses shall nevertheless be made by the Corporation in such event if and only to the extent that the Court of Chancery of the State of Delaware, or the court in which such Proceeding shall have been brought or is pending, shall determine.

Section 4.              Indemnification for Expenses of a Party Who is Wholly or Partly Successful. Notwithstanding any other provision of this Article, to the extent that Indemnitee is,

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by reason of his Corporate Status, a party to and is successful, on the merits or otherwise, in any Proceeding, he shall be indemnified against all Expenses actually and reasonably incurred by him or on his behalf in connection therewith. If Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Corporation shall indemnify Indemnitee against all Expenses actually and reasonably incurred by him or on his behalf in connection with each successfully resolved claim, issue or matter. For purposes of this Section and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter.

Section 5.              Indemnification for Expenses of a Witness. Notwithstanding any other provision of this Article, to the extent that Indemnitee is, by reason of his Corporate Status, a witness in any Proceeding, he shall be indemnified against all Expenses actually and reasonably incurred by him or on his behalf in connection therewith.

Section 6.              Advancement of Expenses. The Corporation shall advance all reasonable Expenses incurred by or on behalf of Indemnitee in connection with any Proceeding within 20 days after the receipt by the Corporation of a statement or statements from Indemnitee requesting such advance or advances from time to time, whether prior to or after final disposition of such Proceeding. Such statement or statements shall reasonably evidence the Expenses incurred by Indemnitee and shall include or be preceded or accompanied by an undertaking by or on behalf of Indemnitee to repay any Expenses advanced if it shall ultimately be determined that Indemnitee is not entitled to be indemnified against such Expenses.

Section 7.              Procedure for Determination of Entitlement to Indemnification.

(a)           To obtain indemnification under this Article, Indemnitee shall submit to the Corporation a written request, including therein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification. The Secretary of the Corporation shall, promptly upon receipt of such a request for indemnification, advise the Board of Directors in writing that Indemnitee has requested indemnification.

(b)           Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 7(a) hereof, a determination, if required by applicable law, with respect to Indemnitee’s entitlement thereto shall be made in the specific case: (i) if a Change in Control (as hereinafter defined) shall have occurred by Independent Counsel (as hereinafter defined) (unless Indemnitee shall request that such determination be made by the Board of Directors or the stockholders, in which case by the person or persons or in the manner provided for in clauses (ii) or (iii) of this Section 7(b)) in a written opinion to the Board of Directors, a copy of which shall be delivered to Indemnitee; (ii) if a Change in Control shall not have occurred, (A) by the Board of Directors by a majority vote of a quorum consisting of Disinterested Directors or, if such a quorum is not obtainable or, even if obtainable, such quorum of Disinterested Directors so directs, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to Indemnitee or (C) by the stockholders of the Company; or (iii) as provided in Section 8(b) of this Article; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within 10 clays after such determination.

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Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or expenses (including attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Corporation (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Corporation hereby indemnifies and agrees to hold Indemnitee harmless therefrom.

(c)           In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 7(b) of this Article, the Independent Counsel shall be selected as provided in this Section 7(c). If a Change in Control shall not have occurred, the Independent Counsel shall be selected by the Board of Directors, and the Corporation shall give written notice to Indemnitee advising him of the identity of the Independent Counsel, so selected. If a Change in Control shall have occurred, the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board of Directors, in which event the preceding sentence shall apply), and Indemnitee shall give written notice to the Corporation advising it of the identity of the Independent Counsel so selected. In either event, Indemnitee or the Corporation, as the case may be, may, within 7 days after such written notice of selection shall have been given, deliver to the Corporation or to Indemnitee, as the case may be, a written objection to such selection. Such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 13 of this Article, and the objection shall set forth with particularity the factual basis of such assertion. If such written objection is made, the Independent Counsel so selected may not serve as Independent Counsel unless and until a court has determined that such objection is without merit. If, within 20 days after submission by Indemnitee of a written request for indemnification pursuant to Section 7(a) hereof, no Independent Counsel shall have been selected and not objected to, either the Corporation or Indemnitee may petition the Court of Chancery of the State of Delaware or other court of competent jurisdiction for resolution of any objection which shall have been made by the Corporation or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment a Independent Counsel of a person selected by the Court or by such other person as the Court shall designate, and the person with respect to whom an objection is so resolved or the person so appointed shall act as Independent Counsel under Section 7(b) hereof. The Corporation shall pay any and all reasonable fees and expenses of Independent Counsel incurred by such Independent Counsel in connection with acting pursuant to Section 7(b) hereof, and the Corporation shall pay all reasonable fees and expenses incident to the procedures of this Section 7(c), regardless of the manner in which such Independent Counsel was selected or appointed. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 9(a)(iii) of this Article, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

Section 8.              Presumptions and Effect of Certain Proceedings.

(a)           If a Change in Control shall have occurred, in making a determination with respect to entitlement to indemnification hereunder, the person, persons or entity making such

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determination shall presume that Indemnitee is entitled to indemnification under this Article if Indemnitee has submitted a request for indemnification in accordance with Section 7(a) of this Article, and the Corporation shall have the burden of proof to overcome that presumption in connection with the making by any person, persons or entity of any determination contrary to that presumption.

(b)           If the person, persons or entity empowered or selected under Section 7 of this Article to determine whether Indemnitee is entitled to indemnification shall not have made such determination within 60 days after receipt by the Corporation of the request therefor, the requisite determination of entitlement to indemnification shall be deemed to have been made and Indemnitee shall be entitled to such indemnification, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law; provided, however, that such 60-day period may be extended for a reasonable time, not to exceed an additional 30 days, if the person, persons or entity making the determination with respect to entitlement to indemnification in good faith requires such additional time for the obtaining or evaluation of documentation and/or information relating thereto; and provided, further, that the foregoing provisions of this Section 8(b) shall not apply (i) if the determination of entitlement to indemnification is to be made by the stockholders pursuant to Section 7(b) of this Article and if (A) within 15 days after receipt by the Corporation of the request for such determination the Board of Directors has resolved to submit such determination to the stockholders for their consideration at an annual meeting thereof to be held within 75 days after such receipt and such determination is made thereat, or (B) a special meeting of stockholders is called within 15 days after such receipt for the purpose of making such determination, such meeting is held for such purpose within 60 days after having been so called and such determination is made thereat, or (ii) if the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 7(b) of this Article.

(c)           The termination of any Proceeding or of any claim, issue or matter therein by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Article) of itself adversely affect the right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and in a manner in which he reasonably believed to be in or not opposed to the best interests of the Corporation or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that his conduct was unlawful.

Section 9.              Remedies of Indemnitee.

(a)           In the event that (i) a determination is made pursuant to Section 7 of this Article that Indemnitee is not entitled to indemnification under this Article, (ii) advancement of Expenses is not timely made pursuant to Section 6 of this Article, (iii) the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 7(b) of this Article and such determination shall not have been made and delivered in a written opinion within 90 days after receipt by the Corporation of the request for indemnification, (iv) payment of indemnification is not made pursuant to Section 5 of this Article within 10 days after receipt by the Corporation of a written request therefor, or (v) payment of indemnification Is not made within 10 days after a determination has been made that Indemnitee is entitled to indemnification or such determination

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is deemed to have been made pursuant to Section 8 of this Article, Indemnitee shall be entitled to an adjudication in an appropriate court of the State of Delaware, or in any other court of competent jurisdiction, of his entitlement to such indemnification or advancement of Expenses. Alternatively, Indemnitee, at his option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the rules of the American Arbitration Association. Indemnitee shall commence such proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 9(a). The Corporation shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration,

(b)           In the event that a determination shall have been made pursuant to Section 7 of this Article that Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 9 shall be conducted in all respects as a de novo trial, or arbitration, on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination. If a Change in Control shall have occurred, in any judicial proceeding or arbitration commenced pursuant to this Section 9 the Corporation shall have the burden of proving that Indemnitee is not entitled to indemnification or advancement of Expenses, as the case may be.

(c)           If a determination shall have been made or deemed to have been made pursuant to Section 7 or 8 of this Article that Indemnitee is entitled to indemnification, the Corporation shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 9, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, or (ii) a prohibition of such indemnification under applicable law.

(d)           The Corporation shall be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 9 that the procedure and presumptions of this Article are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that the Company is bound by all the provisions of this Article.

(e)           In the event that Indemnitee, pursuant to this Section 9, seeks a judicial adjudication of or an award in arbitration to enforce his rights under or to recover damages for breach of, this Article, Indemnitee shall be entitled to recover from the Corporation, and shall be indemnified by the Corporation against, any and all expenses (of the types described in the definition of Expenses in Section 13 of this Article) actually and reasonably incurred by him in such judicial adjudication or arbitration, but only if he prevails therein. If it shall be determined in said judicial adjudication or arbitration that Indemnitee is entitled to receive part but not all of the indemnification or advancement of expenses sought, the expenses incurred by Indemnitee in connection with such judicial adjudication or arbitration shall be appropriately prorated.

Section 10.            Non-Exclusivity; Survival of Rights; Insurance; Subrogation.

(a)           The rights of indemnification and to receive advancement of Expenses as provided by this Article shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, the certificate of incorporation, the By-Laws, any agreement, a vote of stockholders or a resolution of directors or otherwise. No amendment, alteration or repeal of this Article or of any provision hereof shall be effective as to any Indemnitee with respect to

12

any action taken or omitted by such Indemnitee in his Corporate Status prior to such amendment, alteration or repeal. The provisions of this Article shall continue as to an Indemnitee whose Corporate Status has ceased and shall inure to the benefit of his heirs, executors and administrators.

(b)           To the extent that the Corporation maintains an insurance policy or policies providing liability insurance for directors, officers, employees, agents or fiduciaries of the Corporation or of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise which such person serves at the request of the Corporation, Indemnitee shall be covered by such policy or policies in accordance with its or their terms to the maximum extent of the coverage available for any such director, officer, employee or agent under such policy or policies.

(c)           In the event of any payment under this Article, the Corporation shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Corporation to bring suit to enforce such rights.

(d)           The Corporation shall not be liable under this Article to make any payment of amounts otherwise indemnifiable hereunder if and to the extent that Indemnitee has otherwise actually received such payment under any insurance policy, contract, agreement or otherwise.

Section 11.            Severability. If any provision or provisions of this Article shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (a) the validity, legality and enforceability of the remaining provisions of this Article (including without limitation, each portion of any Section of this Article containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby; and (b) to the fullest extent possible, the provisions of this Article (including, without limitation, each portion of any Section of this Article containing any such provision held to be invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested by the provision held invalid, illegal or unenforceable.

Section 12.            Certain Persons Not Entitled to Indemnification or Advancement of Expenses. Notwithstanding any other provision of this Article, no person shall be entitled to indemnification or advancement of Expenses under this Article with respect to any Proceeding, or any claim therein, brought or made by him against the Company.

Section 13.            Definitions. For purposes of this Article:

(a)           “Change in Control” means a change in control of the Corporation of a nature that would be required to be reported in response to Item 5(1) of Schedule 14A of Regulation 14A (or in response to any similar item on any similar schedule or form) promulgated under the Securities Exchange Act of 1934 (the “Act”), whether or not the Corporation is then subject to such reporting requirement; provided, however, that, without limitation, such a Change in Control shall be deemed to have occurred if (i) any “person” (as such term is used in Sections 13(d) and 14(d) of the Act) is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Act), directly or indirectly, of securities of the Corporation representing 25% or more of the combined voting power of the Corporation’s then outstanding securities without the prior approval of at least two-thirds of

13

the members of the Board of Directors in office immediately prior to such person attaining such percentage interest; (ii) the Corporation is a party to a merger, consolidation, sale of assets or other reorganization, or a proxy contest, as a consequence of which members of the Board of Directors in office immediately prior to such transaction or event constitute less than a majority of the Board of Directors thereafter; or (iii) during any period of two consecutive years, individuals who at the beginning of such period constituted the Board of Directors (including for this purpose any new director whose election or nomination for election by the Corporation’s stockholders was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of such period) cease for any reason to constitute at least a majority of the Board of Directors.

(b)           “Corporate Status” describes the status of a person who is or was a director, officer, employee, agent or fiduciary of the Corporation or of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise which such person is or was serving at the request of the Corporation.

(c)           “Disinterested Director” means a director of the Corporation who is not and was not a p arty to the Proceeding in respect of which indemnification is sought by Indemnitee.

(d)           “Expenses” shall include all reasonable attorneys’ fees, retainers, court costs, transcript costs, costs, printing and binding costs, telephone charges, postage, delivery service fees, and all other disbursements or expenses of the types customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, or being or preparing to be a witness in a Proceeding.

(e)           “Indemnitee” includes any person who is, or is threatened to be made, a witness in or a party to any Proceeding as described in Sections 2, 3, 4 or 5 of this Article by reason of his Corporate Status.

(f)            “Independent Counsel” means a law firm, or a member of a law firm, that is experienced in matters of corporation law and neither presently is, nor in the past five years has been, retained to represent: (i) the Corporation or Indemnitee in any matter material to either such party, or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term “Independent Counsel” shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Corporation or Indemnitee in an action to determine Indemnitee’s rights under this Article.

(g)           “Proceeding” includes any action, suit, arbitration, alternate dispute resolution mechanism, investigation, administrative hearing or any other proceeding whether civil, criminal, administrative or investigative, except one initiated by an Indemnitee pursuant to Section 9 of this Article to enforce his rights under this Article.

Section 14.            Notices. Any notice, request or other required or permitted to be given to the Corporation under this Article shall be in writing and either delivered in person or sent by telex, telegram or certified or registered mail, postage prepaid, return receipt requested, to the Secretary of the Corporation and shall be effective only upon receipt.

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Section 15.            Miscellaneous. Use of the masculine shall be deemed to include usage of the feminine pronoun where appropriate.

ARTICLE IX

AMENDMENTS

These by-laws may be altered, amended or repealed, or new by-laws may be adopted, at any regular meeting of the stockholders or the Board of Directors or at any special meeting of the stockholders or the Board of Directors if notice of such alteration, amendment, repeal, or adoption of new by-laws is contained in the notice of such special meeting.

ARTICLE X

NOTICE

Section 1.              Notice. Whenever, under the provisions of the statutes or of the certificate of incorporation or these by-laws, notice is required to be given to any director or stockholder, it shall not be construed to require personal notice, but such notice may also be given in writing, by first class United States mail, postage prepaid, or by prepaid telegram and mail, addressed to such director or stockholder at his address as it appears on the records of the Corporation, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail or, in the case of telegrams, when transmitted.

Section 2.              Waiver of Notice. Whenever any notice is required to be given under the provisions of the statutes or of the certificate of incorporation or these by-laws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

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EX-3.133

Exhibit 3.133

CERTIFICATE OF LIMITED PARTNERSHIP
OF
VOL INVESTORS, L.P.

This Certificate (the “Certificate) of Limited Partnership of VOL Investors, L.P., a Delaware limited partnership (the ‘Partnership”), is being executed on October 31, 1997.

It is, therefore, certified as follows:

1.Name.  The name of the Partnership is:

VOL Investors, L.P.

2.                                        Registered Office and Registered Agent.  The registered office of the Partnership in the State of Delaware is located at 1013 Centre Road, Wilmington, New Castle County, Delaware 19805-1297.  The name of the registered agent of the Partnership for Service of Process at such address is Corporation Service Company.

3.Name and Address of General Partner.  The name and address of the General Partner of the Partnership is as follows:

VOL GP, Inc.
200 West Madison Street
38th Floor
Chicago, Illinois 60606

4.Certificate.  This Certificate has been duly executed and filed in accordance with the provisions of Section 17-201 of the Delaware Revised Uniform Limited Partnership Act.

IN WITNESS WHEREOF, the undersigned has duly executed this Certificate as of the day and year first above written.

VOL GP, Inc., a Delaware corporation
By:	/s/ Allen M. Turner
Its:	Vice President

CERTIFICATE OF AMENDMENT

TO

CERTIFICATE OF LIMITED PARTNERSHIP

OF

VOL INVESTORS L.P.

It is hereby certified that:

FIRST:The name of the limited partnership (hereinafter called the “partnership”) is

VOL INVESTORS L.P.

SECOND:Pursuant to provisions of Section 17-202, Title 6, Delaware Code, the Certificate of Limited Partnership is amended as follows:

“3.           Name and Address of General Partner.  The name and address of the General Partner of the Partnership is as follows:

VOL GP, Inc.
200 West Madison Street
Suite 2500
Chicago, Illinois 60606

The undersigned, a general partner of the partnership, executed this Certificate of Amendment on the 13th day of June, 2000.

VOL GP, INC., a Delaware corporation, the general partner
By:	/s/ Glen Miller
	Glen Miller
Its:	Vice President

2

CERTIFICATE OF AMENDMENT

TO

CERTIFICATE OF LIMITED PARTNERSHIP

OF

VOL INVESTORS L.P.

It is hereby certified that:

FIRST:The name of the limited partnership (hereinafter called the “Partnership”) is

VOL INVESTORS L.P.

SECOND:Pursuant to provisions of Section 17-202, Title 6, Delaware Code, the Certificate of Limited Partnership is amended as follows:

“3.Name and Address of General Partner.  The name and address of the General Partner of the Partnership is as follows:

VOL GP, Inc.

71 South Wacker Drive, 12th Floor

Chicago, Illinois 60606

The undersigned, a general partner of the Partnership, executed this Certificate of Amendment on the 1st day of March, 2005.

VOL GP, INC.
By:	/s/ Kirk Rose
	Kirk Rose
Its:	Vice President, Treasurer

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EX-3.134

Exhibit 3.134

AGREEMENT OF LIMITED PARTNERSHIP

OF

VOL INVESTORS. L.P.

AGREEMENT OF PARTNERSHIP
OF
VOL INVESTORS. L.P.

Table of Contents

AGREEMENT OF LIMITED PARTNERSHIP
OF
VOL INVESTORS. L.P.

Table of Contents

1.	Name	1
2.	Purpose; Term	1
3.	Organization of Partnership	1
4.	Title to Property; Intended Operations	2
5.	Principal Place of Business: Registered Office and Agent	2
6.	Fiscal Year	2
7.	Books and Records	2
8.	Periodic. Accounting	2
9.	Capital Contributions	3
9.1	Initial Contributions	3
9.2	Additional Funds	3
9.3	No Third Party Beneficiary	3
10.	Capital Accounts	3
11.	Allocations of Profits, Losses, Deductions and Credits	4
11.1	Allocations of Profits, Losses, Deductions and Credits	4
11.2	Special Allocations	5
11.3	Curative Allocations	5
11.4	Tax Allocations	6
11.5	Definitions	6
12.	Expenses	7
13.	Distributions of Available Cash	7

14.	Management Duties and Restrictions	7
15.	Fiscal Matters	7
16.	Limitation on Limited Partner Liabilities	7
17.	Prohibition Against Transfer	8
18.	Default by a Partner	8
18.1	Events of Default	8
18.2	Withdrawal; Remedies Upon Default	8
19.	Certain Occurrences Respecting Limited Partners	9
20.	Dissolution	9
21.	Liquidation	9
22.	Services	9
23.	Interpretation	9
24.	Law	9
25.	Miscellaneous and Administrative Provisions	10
25.1	Notices	10
25.2	Further Assurances	10
25.3	Headings	10
25.4	Parties Bound	10
25.5	Gender	10
25.6	Entire Agreement	10
25.7	Amendment	10
25.8	Trustee Exculpation	10

AGREEMENT OF LIMITED PARTNERSHIP
OF
VOL INVESTORS. L.P.

THIS AGREEMENT OF LIMITED PARTNERSHIP is made and entered into as of the 31st day of October 1997 by and among VOL GP, INC., a Delaware corporation (the “General Partner”), and any person whose name is subscribed to a counterpart hereof as a limited partner (the “Limited Partner”).

WITNESSETH:

WHEREAS, the parties hereto desire to organize a Delaware limited partnership (the “Partnership”) under and pursuant to the Revised Uniform Limited Partnership Act of the state of Delaware (the “Act”);

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, and for other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, do hereby agree as follows:

1.Name. The name of the Partnership shall be “VOL INVESTORS, L.P. and appropriate certificates and trade name affidavits shall be filed and recorded as shall constitute compliance with all requirements of formation under the Act and such other states or political subdivisions in which the Partnership elects to do business and as may be necessary to secure said name for the sole and exclusive use of the Partnership.

2.Purpose; Term. The purpose of the Partnership shall be to engage in any one or more enterprises, ventures, undertakings and businesses permissible under applicable laws, including the making, protecting, enhancing and otherwise dealing with investments of whatever nature in property, whether real or personal, including but not limited to investments in common and preferred stock, puts and calls, convertible bonds, bonds, debentures, commodities and interests in existing businesses, and to do all other things proper and necessary to effect such purposes. The term of the Partnership shall commence on the date a Certificate of Limited Partnership is filed with the Secretary of State of the State of Delaware and shall continue until December 31, 2047, unless earlier dissolved as provided herein.

3.Organization of Partnership. The Partners do hereby agree to and do hereby form the Partnership as a limited partnership under and pursuant to the provisions of the Act for the purposes and upon the terms and conditions herein set forth. The Partners agree to be, and by these presents hereby are, governed by and subject to the provisions of the Act.

4.Title to Property; Intended Operations. Title to all real and personal property owned by the Partnership (referred to in this Agreement as the “Property”) shall be held in the Partnership name. No Partner shall have any direct interest in the Property; each Partner’s interest in the Partnership shall be personal property.

5.Principal Place of Business: Registered Office and Agent. The principal place of business of the Partnership shall be located at 200 West Madison, 38th Floor, Chicago, Illinois 60606, or such other place or places within and/or outside the state of Illinois as the Partners shall hereafter determine and agree. The registered office of the Partnership in the state of Delaware shall be located at 1013 Centre Road, Wilmington, Delaware 19805-1297 or such other place as may from time to time be designated by the General Partner. The registered agent of the Partnership for service of process at the registered office of the Partnership shall be The Prentice-Hall Corporation System, Inc. or such other agent as may from time to time be designated by the General Partner.

6.Fiscal Year. The Partnership fiscal year shall commence on January 1 and terminate on December 31 each year, except the first fiscal year shall commence on the date hereof and the final fiscal year shall terminate concurrently with the termination of the Partnership. All accounting, auditing, and financial statements shall be prepared to support the Partnership fiscal year.

7.Books and Records. The Partnership shall maintain proper and true books of accounts, wherein shall be entered particulars of all monies, goods or effects belonging to or owing to or by the Partnership, or paid, received, sold or purchased in the course of the Partnership’s business, and all of such other transactions, matters and things relating to the business of the Partnership as are usually entered in books of account kept by persons engaged in a business of a like kind and character. The Partnership shall prepare all necessary ledgers, accounts, financial statements and balance sheets to coincide with the Partnership’s fiscal year. All books of account shall be maintained at the offices of the Partnership and shall be open for inspection by any Partner at any reasonable time.

8.Periodic Accounting. The Partnership shall have its books of account and accounting records maintained on an annual, unaudited tax accounting basis. The accounts shall readily disclose items which the Partners take into account separately for income tax purposes. As to matters of accounting not provided for in this Agreement, reports of the Partnership shall be consistent with the books and records of the Partnership.

9.Capital Contributions.

9.1Initial Contributions. As their initial contribution to the Partnership, the Partners shall contribute to the capital of the Partnership the aggregate amount of $275,000, pro rata in accordance with their Contribution Ratios, as set forth on Schedule 1 attached hereto.

9.2Additional Funds. If the General Partner determines that the Partnership requires funds for any proper Partnership purpose in excess of any other funds reasonably anticipated to be available to the Partnership (by way of Section 9.1 hereof, borrowings or otherwise), then the General Partner shall, by delivery of notice (the “Additional Funds Request”) to the Limited Partners, notify the Limited Partners of the amount so requested, the date on which such funding shall be requested (the “Due Date”), which date shall not be less than three (3) business days after delivery of the Additional Funds Request, a statement of the purpose for which such funds are requested and instructions for transfer or remittance of such funds to the Partnership. Following

2

receipt of an Additional Funds Request in compliance with the requirements of this Section 9.2, the Partners shall have the right but not the obligation to contribute to the Partnership on the Due Date the amount set forth in the Additional Funds Request pro rata in accordance with their respective Contribution Ratios. By issuance of the Additional Funds Request, the General Partner agrees to contribute to the Partnership its pro rata share of the amount set forth in the Additional Funds Request. If some but not all of the Partners make a Capital Contribution of their shares of the requested capital, such amounts shall be deemed to be loans to the Partnership which shall be returned to the Partners as soon as practicable but no later than 30 days after the Due Date, with interest thereon at ten percent (10%) per annum.

9.3No Third Party Beneficiary. No Limited Partner shall be obligated to make any contributions to the capital of the Partnership other than as expressly set forth herein. No creditor or other third party having dealings with the Partnership shall have the right to enforce the right or obligation of any Partner to make Capital Contributions, or in the case of the General Partner the right to request Capital Contributions from the Partners, or loans to the Partnership or to pursue any other right or obligation of any Partner to make Capital Contributions or loans to the Partnership or to pursue any other right or remedy hereunder or at law or in equity, it being understood and agreed that the provisions of this Agreement shall be solely for the benefit of, and may be enforced solely by, the parties hereto and their respective successors and assigns.

10.Capital Accounts. A capital account shall be established and be maintained for each Partner in accordance with Section 704(b) of the Code and Treasury Regulation Section 1.704-1(b)(2)(iv), as amended. No interest shall be paid on the capital of the Partnership or on any subsequent contributions of capital. For purposes hereof, “Adjusted Capital Account” means, with respect to any Partner, such Partner’s capital account as of the end of the taxable year or other applicable fiscal period, after giving effect to the following adjustments:  (i) credit to such capital account any amount which the Partner is obligated to restore under Section 1.704-1(b)(2)(ii)(c) of the Treasury Regulations, as well as any addition thereto pursuant to the penultimate sentences of Sections 1.704-2(g)(1) and 1.704-2(i)(5) of the Regulations; and (ii) debit to such capital account the items described in Sections 1.704-1(b)(2)(ii)(d)(4), (5) and (6) of the Regulations. The foregoing definition of Adjusted Capital Account is intended to comply with the provisions of Section 1.704-1(b)(2)(ii)(d) of the Regulations and shall be interpreted consistently therewith.

11.Allocations of Profits, Losses, Deductions and Credits.

11.1Allocations of Profits, Losses, Deductions and Credits. Subject to the provisions of Section 11.2 hereof, when the net profits or losses of the Company are determined, they shall be credited and charged to each Partner’s capital account, subject to the next sentence, as follows:

(a)net profits shall be allocated, (i) first, to the Partners, until the cumulative net profit allocated pursuant to this Clause (a)(i) for the current fiscal period and all prior periods equals the cumulative net loss allocated pursuant to Clauses (b)(ii) and (b)(iii) hereof for all prior periods, such net profit to be allocated under this Clause (a)(i) in the reverse order net loss was allocated under said Clauses and which allocations have not previously been eliminated under this Clause (a)(i), and, (ii) thereafter, the balance of net

3

profit, if any, shall be allocated to the Partners in accordance with their respective Profit Ratios; and

(b)net loss shall be allocated, (i) first, to the Partners, until the cumulative net loss allocated pursuant to this Clause (b)(i) for the current fiscal period and all prior periods equals the cumulative net profit allocated pursuant to Clause (a)(ii) hereof for all prior periods, allocated among the Partners in the proportion that such cumulative net profit was allocated thereunder, and, (ii) next, to the Partners in accordance with their respective Loss Ratios, provided, no allocation shall be made to a Partner with an Adjusted Capital Account equal to or less than zero (“Adjusted Capital Account Deficit”); and (iii) thereafter, to the Partners without an Adjusted Capital Account Deficit, pro rata among such Partners in accordance with such Partners’ relative Loss Ratios; provided, however, all allocations under this Clause (b)(iii) to be made, at all times, subject to the proviso contained in Clause (b)(ii).

The following special allocations shall be made prior to application of the foregoing provision: (i) deductions arising from taxes and other items incurred by the Partnership which items are attributable to certain Partners (rather than the Partnership or the Partners generally), shall, in the reasonable discretion of the General Partner, be specially allocated to such Partners and (ii) deductions relating to charitable contributions shall be specially allocated to the General Partner.

11.2Special Allocations.

Notwithstanding any provisions of Section 11.1 hereof, the following special allocations of Partnership loss, deductions, Section 705(a)(2)(B) expenditures, gain and income shall be made in the following order (and in all instances in accordance with Regulation Section 1.704-2(j)):

(a)Minimum Gain Chargeback (Nonrecourse Liabilities). Except as otherwise provided in Regulation Section 1.704-2(c), if there is a net decrease in Partnership Minimum Gain for any fiscal year, each Partner shall be specially allocated items of Partnership income and gain for such year (and, if necessary, subsequent years) in an amount equal to that Partner’s share of the net decrease in Partnership Minimum Gain. The items to be so allocated shall be determined in accordance with Regulation Section 1.704-2(f). This Section 11.2(a) is intended to comply with the minimum gain chargeback requirement in said section of the regulations and shall be interpreted consistently therewith. Allocations pursuant to this paragraph shall be made in proportion to the respective amounts required to be allocated to each Partner pursuant hereto.

(b)Minimum Gain Attributable to Partner Nonrecourse Debt. Except as otherwise provided in Regulation Section 1.704-2(i)(4), if there is a net decrease in Minimum Gain Attributable to Partner Nonrecourse Debt during any fiscal year, each Partner shall be specially allocated items of Partnership income and gain for such year (and, if necessary, subsequent years) in an amount equal to that Partner’s share of the net decrease in the Minimum Gain Attributable to Partner Nonrecourse Debt. The items to be so allocated shall be determined in accordance with Regulation Section 1.704-2(i)(4) and

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(j)(2). This Section 11.2(b) is intended to comply with the minimum gain chargeback requirement with respect to Partner Nonrecourse Debt contained in said section of the Regulations and shall be interpreted consistently therewith. Allocations pursuant to this paragraph shall be made in proportion to the respective amounts required to be allocated to each Partner pursuant hereto.

(c)Qualified Income Offset. In the event a Partner unexpectedly receives any adjustments, allocations or distributions described in Regulation Section 1.704-1(b)(2)(ii)(d)(4), (5), or (6), and such Partner, thereafter, has an Adjusted Capital Account Deficit, items of Partnership income and gain shall be specially allocated to such Partner in an amount and manner sufficient to eliminate the Adjusted Capital Account Deficit as quickly as possible. This Section 11.2(c) is intended to constitute a “qualified income offset” under Regulation Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith.

(d)Nonrecourse Deductions. Nonrecourse Deductions for any fiscal year or other applicable period shall be specially allocated to the Partners, pro rata in accordance with their relative Loss Ratios. For purposes of determining the Partners’ shares of Nonrecourse Liabilities of the Partnership as provided under Section 1.752-3 of the Regulations, the Partners’ interests in Company profits shall be deemed to be in. accordance with their relative Loss Ratios.

(e)Partner Nonrecourse Deductions. Partner Nonrecourse Deductions for any fiscal year or other applicable period shall be specially allocated to the Partner that bears the economic risk of loss for the debt (i.e., the partner nonrecourse debt) in respect of which such Partner Nonrecourse Deductions are attributable (as determined under Regulation Section 1.704-2(b)(4) and (i)(1)).

(f)Section 754 Basis Adjustments. To the extent an adjustment to the adjusted tax basis of any Partnership asset pursuant to Sections 732, 734 or 743 of the Code is required, pursuant to Regulation Section 1.704-1(b)(2)(iv)(m), to be taken into account in determining Capital Accounts, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such gain or loss shall be specially allocated to the Partners in a manner consistent with the manner in which their Capital Accounts are required to be adjusted pursuant to said section of the Regulations.

11.3Curative Allocations. Notwithstanding any other provisions of this Section 11 to the contrary (other than the Regulatory Allocations, as defined below), the allocations (the “Regulatory Allocations”) set forth in Section 11.2 (save subparagraphs (d) and (t)) shall be taken into account in allocating other items of income, gain, loss, and deduction among the Partners so that, to the extent possible, the cumulative net amount of allocations of Company items under this Section 11 (excepting Section 11.4) shall be equal to the net amount that would have been allocated to each Partner if the Regulatory Allocations had not occurred. This Section 11.3 is intended to minimize to the extent possible and to the extent necessary any economic distortions which may result

5

from application of Section 1.704-1(b) of the Regulations and shall be interpreted in a manner consistent therewith.

11.4Tax Allocations.

(a)Generally. Subject to paragraphs (b) and (c) hereof, items of income, gain, loss, deduction and credit to be allocated for income tax purposes (collectively, “Tax Items”) shall be allocated among the Partners on the same basis as their respective book items.

(b)Sections 1245/1250 Recapture. If any portion of gain from the sale of property is treated as gain which is ordinary income by virtue of the application of Code Sections 1245 or 1250 (“Affected Gain”), then (A) such Affected Gain shall be allocated among the Partners in the same proportion that the depredation and amortization deductions giving rise to the Affected Gain were allocated and (B) other Tax Items of gain of the same character that would have been recognized, but for the application of Code Sections 1245 and/or 1250, shall be allocated away from those Partners who are allocated Affected Gain pursuant to Clause (A) so that, to the extent possible, the other Partners are allocated the same amount, and type, of capital gain that would have been allocated to them had Code Sections 1245 and/or 1250 not applied. For purposes hereof, in order to determine the proportionate allocations of depreciation and amortization deductions for each fiscal year or other applicable period, such deductions shall be deemed allocated on the same basis as net profit and net loss for such respective period.

(c)Allocations Respecting Section 704(c) and Revaluations; Curative Allocations Resulting from the Ceiling Rule. Notwithstanding paragraph (b) hereof, Tax Items with respect to Partnership property that is subject to Code Section 704(c) and/or Regulation Section 1.704-1(b)(2)(iv)(f) (collectively “Section 704(c) Tax Items”) shall, to the extent so required, be allocated in accordance with said Code section and/or Regulation Section 1.704-3, as the case may be. The allocation of Tax Items shall be subject to the “traditional method with curative allocations,” as set forth in Regulation Section 1.704-3(c).

11.5Definitions. The following terms and phrases shall have the meanings set forth below:

(a)“Minimum Gain Attributable to a Partner Nonrecourse Debt” shall have the meaning ascribed to partner nonrecourse debt minimum gain set forth in Section 1.704-2(i)(2) of the Regulations.

(b)“Nonrecourse Deductions” shall, for a Partnership fiscal year, mean and refer to the net increase in the amount of Partnership Minimum Gain during such Partnership fiscal year, and less the aggregate amount of any distributions (whether actual or deemed) during such fiscal year of proceeds of Nonrecourse Liabilities (other than Partner Nonrecourse Deductions) that are allocable as an increase in Partnership Minimum Gain, determined in accordance with Section 1.704-2(b)(1) and (c)(2) of the Regulations.

6

(c)“Nonrecourse Liabilities” shall have the meaning ascribed to it in Section 1.704-2(b)(3) of the Regulations.

(d)“Partner Nonrecourse Deductions” shall have the meaning set forth in Section 1.704-2(0(2) of the Regulations.

(e)“Partnership Minimum Gain” shall have the meaning set forth in Section 1.704-2(b)(2) of the Regulations.

(f)“Regulations” means the final, temporary or proposed Income Tax Regulations promulgated under the Code, as such regulations may be amended from time to time (including corresponding provisions of succeeding regulations).

12.Expenses. Expenditures by the Partners on behalf of the Partnership shall be promptly reimbursed upon appropriate substantiation.

13.Distributions of Available Cash. From time to time, and at such times as the General Partner determines it desirable to make distributions, available cash shall be distributed to the Partners as follows: available cash which is reasonably determined by the General Partner to be return of capital shall be distributed to the Partners in accordance with their respective Contribution Ratios; otherwise, available cash shall be distributed to the Partners in accordance with their respective Profit Ratios. The available cash of the Partnership shall be determined periodically by the General Partner. “Available cash” for a period shall mean the amount (if any) by which the gross cash receipts of the Partnership during such period from all sources, including net operating income, contributions to the capital of the Partnership, funds borrowed by the Partnership, release of funds previously reserved against future costs and any and all receipts in respect of the Partnership’s interest in other partnerships exceed the expenses during such period and the amounts required to establish and fund reasonable reserves against future costs and liabilities.

14.Management Duties and Restrictions. Except as otherwise provided herein, management of the business and affairs of the Partnership shall be vested exclusively in the General Partner. A Limited Partner shall not “participate in the control” of the business of the Partnership, as described in Section 303 of the Act. A Limited Partner (who is not also a General Partner) shall not transact business in the Partnership’s name or on its behalf or have the power to sign documents for or otherwise bind the Partnership.

15.Fiscal Matters. The General Partner shall cause the Partnership to file all required local, state and federal tax returns. The General Partner is hereby designated the tax matters partner for the Partnership.

16.Limitation on Limited Partner Liabilities. A Limited Partner shall not be bound by, or be personally liable for, the expenses, liabilities or obligations of the Partnership or the General Partner, and the liability of each Limited Partner shall be limited solely to the amount of its capital contribution to the Partnership required hereunder. Subject to any limitations provided under the Act, no distribution (or any part thereof) made to any Limited Partner in respect of its Partnership interest shall be deemed to be a return or withdrawal of its capital contribution. No

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Limited Partner shall be liable to the Partnership for any distribution, except as provided under the Act.

17.Prohibition Against Transfer. Except as set forth in this Section, no Partner may sell, assign, transfer or otherwise dispose of its Partnership interest without the prior written consent of the General Partner. Any Partner shall have the right to transfer its Partnership interest if such interest is transferred to an affiliate of such Partner, provided that such affiliate assumes by operation of law or express agreement all of the obligations of the transferor Partner under this Agreement with respect to the transferred Partnership interest. Upon such transfer, the transferee affiliate shall be admitted as a Partner in addition to or in substitution for the transferor Partner, as the case maybe. Transfers in violation of this Agreement shall be deemed mere assignments of profits without any right, power or authority of a Partner hereunder.

18.Default by a Partner.

18.1Events of Default. Any of the following shall constitute an event of default (“Event of Default”) by a Partner:

(a)the making by the Partner of an assignment for the benefit of its creditors or the filing of a voluntary petition under any section or chapter of the Bankruptcy Code, as amended, or under any similar laws or statutes of the United States or any state;

(b)the adjudication, without any further possibility of review or appeal, of the Partner as a bankrupt or insolvent in proceedings filed against the Partner under any section or chapter of the Bankruptcy Code, as amended, or under any similar laws or statutes of the United States or any state;

(c)the appointment of a receiver for all or substantially all of the assets of the Partner and the failure to have such receiver discharged within sixty (60) days after appointment;

(d)the attachment, garnishment or sequestration by legal process of all or any part of the Partnership interest of the Partner or the commencement of foreclosure by any creditor having a security interest in a Partner’s Partnership interest (other than another Partner) and the failure to have such attachment, garnishment or sequestration discharged or foreclosure stayed or terminated, within sixty (60) days;

(e)any attempted sale, assignment, transfer or other disposition of the Partner’s interest in violation of the terms of Section 18 hereof; or

(f)the violation of any of the provisions of this Agreement and the failure to remedy or cure such violation within sixty (60) days after notice in writing of such violation from any other Partner.

18.2Withdrawal; Remedies Upon Default. No Limited Partner may withdraw from the Partnership without the prior written consent of the General Partner. Upon the occurrence of an Event of Default, at the election of the General Partner, the defaulting Partner automatically shall be deemed to have retired from the Partnership effective as of the date of the Event of Default

8

and to have given notice of its intention to retire on that date, and the remaining Partners shall have the rights and obligations set forth in Section 19 hereof.

19.Certain Occurrences Respecting Limited Partners. Unless otherwise provided hereunder, the death, legal incompetency, dissolution, liquidation, bankruptcy of a Limited Partner (as described under clauses (a), (b) and (c) of Section 19.1), purported transfer of a Partnership interest in violation of this Agreement or retirement due to Default in accordance with Section 18.2 hereof shall cause a dissolution of the Partnership (the Partner with respect to whom such event has occurred is referred to as a “Terminating Partner”). Upon such occurrences, the Partnership shall not be dissolved if the determination is made to continue as a limited partnership by Partners (other constitute more than fifty percent (50%) of the remaining Capital Accounts, Contribution Ratios and Profit Ratios. In the event the Partnership is continued, the rights of such Partner to share the Net Profit or Net Loss of the Partnership, to receive distributions of Partnership funds and to assign its Partnership interests shall, on the happening of any such event, devolve on its successors or assigns, subject to the terms and conditions of this Agreement, and the Partnership shall continue as a limited partnership. However, in no event shall such successor assignee become a Limited Partner without the prior written consent of the General Partner.

20.Dissolution. The Partnership shall continue until the expiration of its term unless earlier dissolved by (a) the dissolution, termination or bankruptcy of the General Partner or (b) agreement of all the Partners. Upon the dissolution of the Partnership, the affairs of the Partnership shall be liquidated forthwith. The assets of the Partnership shall be used: first, to pay all of the debts of the Partnership; and the balance, to the Partners in accordance with their respective positive capital accounts, after giving effect to all contributions, distributions and allocations for all periods. In the event the Partnership is “liquidated” within the meaning of Regulation Section 1.704-1(b)(2)(ii)(g), if the General Partner has a deficit balance in its Capital Account (after all adjustments), the General Partner shall contribute to the capital of the Partnership money in an amount necessary to restore such deficit balance to zero in compliance with Regulation Section 1.704-1(b)(2)(ii)(b)(3).

21.Liquidation. Upon dissolution, the General Partner shall proceed with reasonable promptness to liquidate the business of the Partnership. The assets of the Partnership may be sold or such assets as are in excess of the amount required to meet all Partnership liabilities to third persons may be distributed in kind to the Partners.

22.Services. Except as otherwise provided herein, services performed by the General Partner on behalf of the Partnership shall not result in charges being levied against the Partnership, except where the General Partner serves on a liquidation committee to wind up the Partnership. Service on such a committee shall entitle a committee member to reasonable compensation for the services rendered during the functioning of that committee.

23.Interpretation. Each of the separate provisions of this Agreement is to be read and interpreted separately. A question regarding the legality or constitutionality of any one paragraph or part thereof shall not affect any other paragraph, and if determined illegal, unlawful, or unconstitutional, the specific paragraph or part thereof shall be severed from this Agreement and the balance of the Agreement shall remain in full force and effect.

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24.Law. The Partnership is established and shall be governed by the provisions of the Act; this Agreement is made pursuant to and shall be governed by the laws of the state of Delaware.

25.Miscellaneous and Administrative Provisions.

25.1Notices. All notices required or permitted under this Agreement shall be in writing and shall be deemed to be delivered when delivered in person or deposited in the United States Mail, postage prepaid, addressed to the Partners at the addresses as contained on the books of the Partnership, with a copy to the Partnership as follows:

200 West Madison

38th Floor

Chicago, Illinois 60606

Re: PTL Investors, L.P.

or at such other address as may have otherwise been specified by written notice.

25.2Further Assurances. The parties agree that they will execute such other and further instruments and documents as are or may become necessary or convenient to effectuate and carry out the business of the Partnership.

25.3Headings. The headings used in this Agreement are used for convenience only and do not constitute substantive matter to be considered in construing the terms of this Agreement.

25.4Parties Bound. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

25.5Gender. Whenever the context of this instrument so requires words used in the masculine gender include the feminine and neuter; the singular includes the plural and the plural the singular.

25.6Entire Agreement. This Agreement and all agreements entered into heretofore or of even date herewith contain the entire understanding among the parties and supersedes prior understandings or written or oral agreements respecting the Partnership.

25.7Amendment. This Agreement may be amended only by an instrument in writing signed by all Partners. No oral amendment of this provision or of any other provision of this Agreement shall be effective.

25.8Trustee Exculpation. When this Agreement is executed by the trustee of any trust, such execution is by the trustee, not individually but solely as trustee in the exercise of and under the power and authority conferred upon and invested in such trustee, and it is expressly understood and agreed that nothing herein contained shall be construed as creating any liability on any such trustee personally to pay any amounts required to be paid hereunder, or to perform any covenant, either express or implied, contained herein, all such liability, if any, being expressly waived by the parties hereto by their execution hereof. Any liability of any Partner which is a trust to the

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Partnership or to any third person shall be only that of such trust to the full extent of its trust estate and shall not be a personal liability of any trustee, grantor or beneficiary thereof.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the day and year first above written.

The Limited Partners:

F.L.P. TRUST NO. 10

/s/ Charles Evans Gerber

Charles Evans Gerber, not individually

but solely as Trustee of F.L.P. Trust

No. 10

F.L.P. TRUST NO. 11

/s/ Charles Evans Gerber

Charles Evans Gerber, not individually

but solely as Trustee of F.L.P. Trust

No. 11

F.L.P. TRUST NO. 12

/s/ Charles Evans Gerber

Charles Evans Gerber, not individually

but solely as Trustee of F.L.P. Trust

No. 12

[Signatures continued on following page]

11

[Signatures continued from previous page]

F.L.P. TRUST NO. 13
/s/ Charles Evans Gerber
Charles Evans Gerber, not individually
but solely as Trustee of F.L.P. Trust
No. 13
F.L.P. TRUST NO. 14
/s/ Charles Evans Gerber
Charles Evans Gerber, not individually
but solely as Trustee of F.L.P. Trust
No. 14
The General Partner:
VOL GP, INC., a Delaware corporation
By:	/s/ Glen Miller
	Its:	VP

Schedule 1

THE PARTNERS:	CONTRIBUTION RATIOS AND LOSS RATIOS	PROFIT RATIOS
- The Limited Partners
F.L.P. Trust No. 10	29/100	1421/4950
F.L.P. Trust No. 11	30/100	1470/4950
F.L.P. Trust No. 12	20/100	980/4950
F.L.P. Trust No. 13	10/100	490/4950
F.L.P. Trust No. 14	10/100	490/4950
- The General Partner
VOL GP, INC.	1/100	99/4950
Total of all Partners:	100/100	4950/4950

EX-3.135

Exhibit 3.135

CERTIFICATE OF FORMATION
OF
WINDWARD POINTE II, L.L.C.

The undersigned, an authorized natural person, for the purpose of forming a limited liability company, under the provisions and subject to the requirements of the State of Delaware (particularly Chapter 18, Title 6 of the Delaware Code and the acts amendatory thereof and supplemental thereof. and known. identified, and referred to as the “Delaware Limited Liability Ace), hereby certifies that:

1.     The name of the limited liability company (hereinafter called the “Company”)

WINDWARD POINTE II, LLC,

2.     The address of the registered office and the name and the address of the registered agent of the Company required to be maintained by Section 18-104 of the Delaware Limited Liability Act are Corporation Service Company, located at 2711 Centerville Road, Suite 400, in the City of Wilmington, County of New Castle, State of Delaware 19808.

IN WITNESS WHEREOF, the undersigned, an authorized person of the Company, has caused this Certificate of Formation to be duly executed as of the 26th day of June, 2001.

WINDWARD POINTE II, L.L.C.
By:	Key Wester Limited, its sole member
	By:	HTS-KW, Inc., its general partner
		By:	/s/ Harold S. Handelsman
			Harold S. Handelsman,
			VP, Secretary & Treasurer

EX-3.136

Exhibit 3.136

OPERATING AGREEMENT

OF

WINDWARD POINTE II, L.L.C.

June 29, 2001

OPERATING AGREEMENT

OF

WINDWARD POINTE II, L.L.C.

TABLE OF CONTENTS

ARTICLE I DEFINED TERMS; EXHIBITS, SCHEDULES, ETC.		1
1.1	Definitions	1
1.2	Other Defined Terms	6
1.3	References	6
ARTICLE II ORGANIZATION		6
2.1	Organization of Company	6
2.2	Name	7
2.3	Purpose; Character of the Business	7
2.4	Principal Office	7
2.5	Registered Agent and Registered Office	7
ARTICLE III CAPITAL CONTRIBUTIONS; ETC.		7
3.1	Capital Contributions	7
3.2	Withdrawal; Return of Capital; Interest	7
3.3	Waiver of Appraisal Rights	7
3.4	Obligation to Make Additional Capital Contributions	7
ARTICLE IV ALLOCATION OF NET INCOME AND NET LOSS; ETC.		7
4.1	Net Income and Net Loss	7
4.2	Special Allocations	8
4.3	Tax Allocations	9
4.4	Tax Withholding	9
ARTICLE V DISTRIBUTIONS		10
5.1	Regular Distributions	10
5.2	Distributions to Support Tax Liabilities	10
5.3	Limitation on Distributions	10
ARTICLE VI ACCOUNTING AND ADMINISTRATIVE MATTERS		10
6.1	Books and Records	10
6.2	Reports	11
6.3	Tax Matters Partner	11

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6.4	Tax Elections	11
6.5	Reimbursement	11
ARTICLE VII MANAGEMENT OF COMPANY		11
7.1	The Member	11
7.2	Compensation	11
ARTICLE VIII OFFICERS		12
8.1	Election and Term of Office	12
8.2	General Rights and Duties	12
8.3	Duties of the Chairman	12
8.4	Duties of the President	13
8.5	Duties of the Vice President	13
8.6	Duties of the Secretary	13
8.7	Duties of the Treasurer	13
8.8	Duties of the Assistant Secretary	13
8.9	Duties of the Assistant Treasurer	14
8.10	Compensation	14
8.11	Resignations	14
8.12	Removal	14
8.13	Vacancies	14
ARTICLE IX LIMITATION ON LIABILITY AND INDEMNIFICATION		14
9.1	Exculpation of Liability	14
9.2	Indemnification and Contribution	14
9.3	Payment of Expenses in Advance	14
9.4	Provisions Not Exclusive	14
ARTICLE X TRANSFER OF MEMBERSHIP INTERESTS		15
10.1	Restriction on Transfer	15
10.2	New Member	15
10.3	Terms of Admission of New Member; Creation of Preferred or Special Interests	15
ARTICLE XI DISSOLUTION AND TERMINATION		15
11.1	Dissolution	15
11.2	Accounting	16
11.3	Liquidating Trustee	16
11.4	Liquidating Distribution	16
11.5	Distributions in Kind	17

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ARTICLE XII MISCELLANEOUS		17
12.1	Appointment of Attorney in Fact	17
12.2	Amendment	18
12.3	Further Assurances	18
12.4	Notices	18
12.5	Governing Law	18
12.6	Captions	18
12.7	Pronouns	18
12.8	Successors and Assigns	19
12.9	Extension not a Waiver	19
12.10	Severability	19
12.11	Entire Agreement	19
12.12	Counterparts	19
12.13	No Third Party Beneficiary	19
12.14	Trustee Liability	20

iii

OPERATING AGREEMENT

OF

WINDWARD POINTE II, L.L.C.

OPERATING AGREEMENT dated as of June 29, 2001, by the person who is the signatory hereto (the “Member”).

W I T N E S S E T H:

WHEREAS, the Member desires to form a limited liability company named WINDWARD POINTE II, L.L.C. (the “Company”) under the Act (as herein defined) pursuant to the terms set forth herein; and

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged, the parties hereto, intending legally to be bound hereby, agree as follows:

ARTICLE I

DEFINED TERMS; EXHIBITS, SCHEDULES, ETC.

1.1          Definitions. As used in this Agreement, the following terms shall have the respective meanings indicated below:

“Act” means the Delaware Limited Liability Company Act, as the same may be amended from time to time.

“Adjusted Capital Account Deficit” means, with respect to the Member, the deficit balance, if any, in the Member’s Capital Account as of the end of the relevant Fiscal Year, after giving effect to the following adjustments:

(i)            decrease such deficit by any amounts which the Member is obligated or deemed obligated to restore pursuant to this Agreement or the penultimate sentence of each of Regulation Sections 1.704-2(g)(1) and 1.704-2(i)(5); and

(ii)           increase such deficit by the items described in Regulation Section 1.704-1(b)(2)(ii)(d)(4), (5) and (6).

The foregoing definition of Adjusted Capital Account Deficit is intended to comply with the provisions of Regulation Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith.

“Affiliate” means,

(i)            with respect to an individual, the Relatives of such individual;

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(ii)           with respect to a trust or trustee, the Relatives of the individual who is the grantor of the trust and/or another trust for the benefit of such individual and/or such individual’s Relatives;

(iii)          with respect to an Entity, any Person who or which, directly or indirectly, through one or more intermediaries, controls or is controlled by, or is under common control with, such entity (the term “control” for purposes of this clause (iii) meaning the ability, whether by ownership of shares or other equity interests, by contract or otherwise, to elect a majority of the directors of a corporation, to select the managing or general partner of a partnership, or otherwise to select, or have the power to remove and then select, a majority of those Persons exercising governing authority over an entity); and

(iv)          (A) all lineal descendants of Nicholas J. Pritzker, deceased, and all spouses and adopted children of such descendants; (B) all trusts for the benefit of any person described in clause (A) and the trustees of such trusts; (C) all legal representatives of any person or trust described in clauses (A) or (B); (D) all partnerships, corporations, limited liability companies or other entities controlling, controlled by or under common control with any person, trust or other entity described in clauses (A), (B), (C) or (D) (the term “control” for purposes of this clause (iv) shall mean the ability to influence, direct or otherwise significantly affect the major policies, activities or actions of any person or entity).

“Agreement” means this Operating Agreement, as originally executed and as amended, modified, supplemented or restated from time to time, as the context requires.

“Bankruptcy” means an event that causes the Member to cease to be a Member as provided in Section 18-304 of the Act.

“Business Day” means any day on which banks are open for business in Chicago, Illinois.

“Capital Account” means, with respect to the Member, the separate “book” account which the Company shall establish and maintain for the Member in accordance with Section 704(b) of the Code and Regulation Section 1.704-1(b)(2)(iv) and such other provisions of Regulation Section 1.704-1(b) that must be complied with in order for the Capital Accounts to be determined in accordance with the provisions of the Regulations. In furtherance of the foregoing, the Capital Accounts shall be maintained in compliance with Regulation Section 1.704-1(b)(2)(iv), and the provisions hereof shall be interpreted and applied in a manner consistent therewith.

“Capital Contribution” means, with respect to the Member, the amount of money or property contributed to the Company by the Member from time to time.

“Code” means the Internal Revenue Code of 1986, as amended, or any replacement or successor law thereto.

“Company Minimum Gain” has the meaning ascribed to partnership minimum gain in Regulation Sections 1.704-2(b)(2) and 1.704-2(d).

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“Depreciation” means, for each Fiscal Year or other period, an amount equal to the depreciation, amortization or other cost recovery deduction allowable for federal income tax purposes with respect to an asset for such year or other period in accordance with the depreciation method elected by the Company with respect to such asset, except that if the Gross Asset Value of an asset differs from its adjusted basis for federal income tax purposes at the beginning of such year or other period, Depreciation shall be an amount which bears the same ratio to such beginning Gross Asset Value as the federal income tax depreciation, amortization or other cost recovery deduction allowable for such year or other period bears to such beginning adjusted tax basis or as otherwise required under Section 1.704-1(b)(2)(iv)(g)(3) of the Regulations, or, in the reasonable discretion of the Member, as otherwise permitted thereunder.

“Distributable Cash” means, with respect to any Fiscal Year or other applicable fiscal period, the excess, if any, as determined by the Member, of (a) all cash of the Company from all sources for such period, including, without limitation, receipts from operations, contributions of capital by the Member, proceeds of borrowing or from the issuance of securities by the Company, deposits and all other Company cash sources and all Company cash reserves on hand at the beginning of such period over (b) all cash expenses and capital expenditures of the Company for such period, all payments of principal and interest on account of Company indebtedness, or such retained earnings as Member deems desirable, and such reasonable cash reserves as the Member deems necessary for any Company needs (or those mandated by law, contract or the Company’s debt instruments).

“Entity” means any corporation, general partnership, limited partnership, limited liability company, joint venture, trust, business trust, cooperative or association.

“Fiscal Year” means the twelve month period ending on January 31 of each year or such other fiscal year as the Member may select in its discretion from time to time in accordance with the Code and the Regulations.

“Formation Certificate” means the Certificate of Formation of the Company as filed with the Secretary of State of Delaware, as the same may be amended or restated from time to time, which may contain a “note of the limitation on liabilities” of any series created hereunder as contemplated by Section 18-215 (b) of the Act.

“Gross Asset Value” means, with respect to any asset of the Company, the adjusted basis of such asset for federal income tax purposes, except as follows:

(1)           The Gross Asset Value of any asset contributed by the Member to the Company shall, as of the date of such contribution and subject to further adjustment as herein provided, be the gross fair market value of such asset, as determined by the Member.

(2)           The Gross Asset Values of all Company assets (including assets contributed to the Company) shall be adjusted to equal their respective gross fair market values, as reasonably determined by the Member, as of each of the following times: (a) the acquisition of an additional Membership Interest by any new or existing Member in exchange for more than a de minimis capital contribution; (b) the distribution by the

3

Company to the Member of more than a de minimis amount of Company property or cash in consideration of the redemption, or partial redemption, of the Membership Interest of the Member to whom such distribution shall be made if, in connection therewith, the Member reasonably determines that such adjustment is necessary or appropriate to reflect the relative economic interests of the Member in the Company; and (c) the liquidation of the Company within the meaning of Regulation Section 1.704-1(b)(2)( ii)(g).

(3)           The Gross Asset Value of any Company asset distributed to the Member shall be the gross fair market value of such asset on the date of distribution.

(4)           The Gross Asset Value of any Company assets shall be increased (or decreased) to reflect any adjustments to the adjusted basis of such assets pursuant to Code Section 734(b) or Code Section 743(b), but only to the extent that such adjustments are taken into account in determining Capital Accounts pursuant to Regulation Section 1.704-1(b)(2)(iv)(m); provided, however, that Gross Asset Values shall not be adjusted to the extent the Member determines that an adjustment pursuant to subparagraph (2) above is necessary or appropriate in connection with a transaction that would otherwise result in an adjustment pursuant to this subparagraph (4).

If the Gross Asset Value of an asset has been determined or adjusted pursuant to any of the foregoing, such Gross Asset Value shall thereafter be adjusted by the Depreciation taken into account with respect to such asset for purposes of computing Net Income and Net Losses.

“Liquidating Trustee” means such Person as is selected at the time of dissolution by the Member, which Person may include an Affiliate of the Member. The Liquidating Trustee shall be empowered to give and receive notices, reports and payments in connection with the dissolution, liquidation and/or winding-up of the Company and shall hold and exercise such other rights and powers as are necessary or required to permit all parties to deal with the Liquidating Trustee in connection with the dissolution, liquidation, and/or winding-up of the Company.

“Member Nonrecourse Debt” has the meaning ascribed to partner nonrecourse debt in Regulation Section 1.704-2(b)(4).

“Member Nonrecourse Debt Minimum Gain” means an amount, with respect to each Member Nonrecourse Debt, equal to the Company Minimum Gain that would result if such Member Nonrecourse Debt was treated as a Nonrecourse Liability, determined in accordance with Regulation Sections 1.704-2(i)(2) and (3).

“Member Nonrecourse Deductions” has the meaning ascribed to partner nonrecourse deductions in Regulation Sections 1.704-2(i)(1) and 1.704-2(i)(2).

“Member” means the Person identified on Exhibit A attached hereto, as amended from time to time.

“Membership Interest” means the Member’s entire interest in the Company, which shall entitle the Member to (i) an interest in the Net Income, Net Loss, Distributable Cash, and

4

net proceeds of liquidation of the Company, as set forth herein; (ii) any right to vote as set forth herein or as required under the Act; and (iii) any right to participate in the management of the Company as set forth herein or as required under the Act. A Membership Interest is personal property and the Member shall have no interest in the specific assets or property of the Company.

“Membership Percentage” means the Member’s percentage ownership interest in the Company set forth on Exhibit A attached hereto, as may be amended from time to time.

“Minimum Gain” shall mean the minimum gain, determined by computing, with respect to each Nonrecourse Liability, the amount of gain (of whatever character), if any, that would be realized if the Company disposed of (in a taxable transaction) the property subject to such liability in full satisfaction thereof (and for no other consideration), and by then aggregating the amounts so computed. Minimum Gain shall be computed in all respects in conformity with the Regulations. Without limiting the generality of the foregoing, all definitions relevant for Minimum Gain purposes shall have the meaning ascribed thereto in, or for purposes of, the Regulations.

“Net Income” or “Net Loss” shall mean the income or loss for federal income tax purposes determined as of the close of the Company’s Fiscal Year or as of such other time as may be required by this Agreement or the Code, as well as, where the context requires, related federal tax items such as tax preferences and credits, appropriately adjusted with respect to final determination of any of the foregoing for federal income tax purposes, and also adjusted as follows:

(1)           Any income that is exempt from federal income tax and not otherwise taken into account in computing Net Income or Net Loss shall be added to such taxable income or loss.

(2)           Any expenditures described in Section 705(a)(2)(B) of the Code, or treated as Section 705(a)(2)(B) expenditures pursuant to Regulation Section 1.704-1(b)(2)(iv)(i), and not otherwise taken into account in computing Net Income or Net Loss shall be subtracted from such taxable income or loss.

(3)           In lieu of depreciation, amortization or other cost recovery deductions taken into account in computing such taxable income or loss, there shall be taken into account Depreciation for such Fiscal Year or other period.

(4)           Gain or loss during any Fiscal Year on account of the sale, exchange, condemnation or other disposition of any assets, as determined in accordance with Section 1001 of the Code (or, where applicable, Section 453 of the Code), appropriately adjusted, however, with respect to final determination of the foregoing for federal income tax purposes, and also adjusted as follows:

(i)            in the event the Gross Asset Value of any asset is adjusted pursuant to subparagraphs (2) or (3) of the definition of Gross Asset Value, the amount of such adjustment shall be taken into account as though the same constituted gain or

5

loss from the disposition of such asset for purposes of computing Net Income or Net Loss under the provisions of this Agreement.

(ii)           gain or loss, if any, resulting from any disposition of Company assets with respect to which gain or loss is recognized for federal income tax purposes shall be computed by reference to the Gross Asset Value of the property disposed of, notwithstanding that the adjusted tax basis of such property differs from its Gross Asset Value.

“Nonrecourse Deductions” has the meaning set forth in Regulation Section 1.704-2(b)(1).

“Nonrecourse Liability” has the meaning set forth in Regulation Section 1.704-2(b)(3).

“Officer” has the meaning set forth in Article VIII hereof.

“Person” means any natural person or Entity.

“Regulation” or “Regulations” means the proposed, temporary and final regulations promulgated by the Treasury Department pursuant to the Code, as amended from time to time.

“Relatives” means, with respect to any specified individual, the spouse, children (both natural and adopted), and grandchildren of such individual.

“Tax Payment Date” means, with respect to a taxable year of the Company, each of the following dates: May 15, July 15, and October 15 of such year and January 15 of the immediately succeeding year.

“Transfer” means assign, sell, pledge, encumber, give or otherwise transfer, dispose of or alienate, or grant an option or contractual agreement to do any of the foregoing, but shall not include any transfer to a legal representative or successor trustee.

1.2          Other Defined Terms. Capitalized terms not defined in Section 1.1 shall have the meanings set forth in the other sections of this Agreement.

1.3          References. References to an “Exhibit” or to a “Schedule” are, unless otherwise specified, to one of the exhibits or schedules attached to this Agreement, and references to an “Article” or a “Section” are, unless otherwise specified, to one of the articles or sections of this Agreement. Each Exhibit and Schedule attached hereto and referred to herein is hereby incorporated herein by such reference.

ARTICLE II

ORGANIZATION

2.1          Organization of Company. Upon the filing of the Formation Certificate with the Secretary of State of the State of Delaware, the Member hereby forms the Company as a limited

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liability company governed by the terms hereof. Except as provided herein or in the Formation Certificate, the rights and obligations of the Member are as provided under the Act.

2.2          Name. The name of the Company is “WINDWARD POINTE II, L.L.C.” or such other name as may be selected by the Member.

2.3          Purpose; Character of the Business. The purpose and business of the Company is to engage in any lawful business or activity permitted by the Act.

2.4          Principal Office. The location of the Company’s principal office is 450 Carillon Parkway, Suite 210, St. Petersburg, Florida 33716, or such other place as may be selected by the Member.

2.5          Registered Agent and Registered Office. The statutory agent for service of process and the registered office of the Company in the State of Delaware shall be Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, New Castle County, Delaware, 19808, or such other statutory agent and registered office as the Member may determine from time to time.

ARTICLE III

CAPITAL CONTRIBUTIONS; ETC.

3.1          Capital Contributions. The Member shall contribute the amount opposite its name on Exhibit A hereto within sixty (60) days after the date hereof as its initial Capital Contribution.

3.2          Withdrawal; Return of Capital; Interest. Except as specifically provided herein, the Member shall not be entitled to any distributions from the Company or to withdraw any part of its Capital Contribution prior to the Company’s dissolution and liquidation, or when such withdrawal of capital is permitted, to demand distribution of property other than money. The Member shall not be entitled to interest on its Capital Contribution.

3.3          Waiver of Appraisal Rights. The Member hereby agrees that it shall not have any appraisal rights pursuant to Section 18-210 of the Act or otherwise.

3.4          Obligation to Make Additional Capital Contributions. The Member shall not have the obligation to make any additional Capital Contributions to the Company.

ARTICLE IV

ALLOCATION OF NET INCOME AND NET LOSS; ETC.

4.1          Net Income and Net Loss. Net Income and Net Loss for any Fiscal Year or other applicable period shall be allocated to the Member.

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4.2          Special Allocations.

(a)           Company Minimum Gain Chargeback. Notwithstanding any other provision of this Article IV, if there is a net decrease in Company Minimum Gain during any taxable year or other period for which allocations are made, prior to any other allocation under this Agreement, the Member will be specially allocated items of income and gain relating to that period (and, if necessary, subsequent periods) in proportion to, and to the extent of, an amount equal to the Member’s share of the net decrease in Minimum Gain during such year as determined in accordance with Regulation Section 1.704-2(g)(2). The items to be allocated will be determined in accordance with Regulation Section 1.704-2(f).

(b)           Member Nonrecourse Debt Minimum Gain Chargeback. Notwithstanding any other provision of this Article IV, if there is a net decrease in Member Nonrecourse Debt Minimum Gain attributable to a Member Nonrecourse Debt, the Member who has a share of the Member Nonrecourse Debt Minimum Gain attributable to the Member’s Nonrecourse Debt, determined in accordance with Regulation Section 1.704-2(i)(5), shall be specially allocated items of income and gain for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to the Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Regulation Section 1.704-2(i)(4).

(c)           Qualified Income Offset. If the Member unexpectedly receives any adjustment, allocation or distribution described in Regulation Sections 1.704-1(b)(2)(ii)(d)(4), (5) or (6), the Member will be specially allocated items of income and gain in an amount and manner sufficient to eliminate, to the extent required by the Regulations, the Adjusted Capital Account Deficit of the Member as quickly as possible.

(d)           Gross Income Allocations. If the Member has an Adjusted Capital Account Deficit at the end of any Fiscal Year, it will be specially allocated, as quickly as possible, items of gross income and gain in the amount of such deficit.

(e)           Nonrecourse Deductions. Nonrecourse Deductions for any Fiscal Year or other period for which allocations are made will be allocated to the Member in proportion to its Membership Percentage.

(f)            Member Nonrecourse Deductions. Notwithstanding anything to the contrary in this Agreement, any Member Nonrecourse Deductions for any Fiscal Year or other period for which allocations are made will be allocated to the Member who bears the economic risk of loss with respect to the Member Nonrecourse Debt to which the Member Nonrecourse Deductions are attributable in accordance with Regulation Section 1.704-2(i).

(g)           Code Section 754 Adjustments. To the extent an adjustment to the adjusted tax basis of any Company asset under Code Sections 734(b) or 743(b) is required to be taken into account in determining Capital Accounts under Regulation Section 1.704-1(b)(2)(iv)(m), the amount of the adjustment to the Capital Accounts will be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases the basis of the

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asset), and the gain or loss will be specially allocated to the Member in a manner consistent with the manner in which its Capital Accounts are required to be adjusted under Regulation Section 1.704-1(b)(2)(iv)(m).

(h)           Interest in Company. Notwithstanding any other provision of this Agreement, no allocation of Net Income or Net Loss or item of Net Income or Net Loss will be made to the Member if the allocation would not have “economic effect” under Regulation Section 1.704-1(b)(2)(ii). The Tax Matters Member, upon advice of independent tax counsel to the Company and with the consent of the Member, will have the authority to reallocate any item in accordance with this Section 4.2(h).

(i)            Corrective Allocations. If the Company is required by Sections 4.2(c), (d), (1) and (h) above to make an allocation to the Member, the Company shall, upon the advice of the Company’s independent tax counsel that it is so permitted under Section 704(b) of the Code and the Regulations thereunder or other Code provisions, allocate Net Income or Net Loss arising in later Fiscal Years so as to bring the allocations of Net Income or Net Loss to the Member as nearly as possible to the allocations thereof otherwise contemplated by this Article IV as if such allocation were not made.

4.3          Tax Allocations. In accordance with Code Section 704(c) and the Regulations thereunder, income, gain, loss, and deduction with respect to any property contributed to the capital of the Company shall, solely for tax purposes, be allocated to the Member so as to take account of any variation between the adjusted basis of such property to the Company for federal income tax purposes and its initial Gross Asset Value in accordance with the “traditional method” set forth in Regulation Section 1.704-3(b)(1). For purposes of this Section 4.3, contributions of property by the Member shall be aggregated to the extent permitted pursuant to Section 1.704-3(e)(1) of the Regulations. Any recapture of depreciation pursuant to Sections 1245 or 1250 of the Code shall be allocated to the Member if it realized the benefit of the deductions attributable to such recapture.

4.4          Tax Withholding. The Company shall be authorized to pay, on behalf of the Member, any amounts to any federal, state, provincial, territorial, local or foreign taxing authority, as may be necessary for the Company to comply with tax withholding provisions of the Code or other applicable income tax or revenue laws of any taxing authority. To the extent the Company pays any such amounts that it may be required to pay on behalf of the Member, such amounts shall be treated as a distribution to the Member and shall reduce the amount otherwise distributable to the Member. To the extent any amount so withheld exceeds the cash otherwise distributable to the Member, such expense shall be deemed a loan to the Member bearing interest at the “prime” or “base” rate amended from time to time by Bank of America, payable out of any future distributions, and if not earlier repaid upon termination of the Company or the sale or other disposition of all or a portion of the Member’s Membership Interest.

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ARTICLE V

DISTRIBUTIONS

5.1          Regular Distributions. Any distributions to the Member shall be made solely to the extent of Distributable Cash. Except as set forth in Section 5.2 hereof, the timing and amount of distributions shall be determined by the Member.

5.2          Distributions to Support Tax Liabilities. In order to permit the Member to make income tax payments for each Fiscal Year, notwithstanding Section 5.1, Distributable Cash, if any, shall be distributed not less than 5 business days before each Tax Payment Date for such Fiscal Year, to the Member, in an amount such that the aggregate of distributions to the Member under this Section 5.2 with respect to such Fiscal Year, as determined on each such Tax Payment Date, is not less than the product of (i) the Member’s Membership Percentage, (ii) forty percent (40%) and (iii) the taxable income of the Company as reasonably estimated by the Member for the taxable period. Notwithstanding the foregoing, in the year of liquidation of the Company in accordance with the provisions of Article XI hereof, no such distribution shall be made to the Member under the terms of this Section 5.2.

5.3          Limitation on Distributions. Notwithstanding anything to the contrary contained herein, no distribution may be made if, after giving effect to the distribution, all liabilities of the Company, other than liabilities to the Member on account of its Membership Interests and liabilities for which the recourse of creditors is limited and liabilities for which the recourse of creditors is limited to specified property of the Company, exceed the fair value of the assets of the Company, except that the fair value of property of the Company that is subject to a liability for which the recourse of creditors is limited shall be included only to the extent that the fair value of that property exceeds that liability.

ARTICLE VI

ACCOUNTING AND ADMINISTRATIVE MATTERS

6.1          Books and Records. The Company will maintain true, complete and correct books of account of the Company, all in accordance with generally accepted accounting principles applied on a consistent basis. The books of account shall contain particulars of all monies, goods or effects belonging to or owing to or by the Company, or paid, received, sold or purchased in the course of the business of the Company, and all of such other transactions, matters and things relating to the business of the Company as are usually entered in books of accounts kept by persons engaged in a business of a like kind and character. In addition, the Company shall keep all records required to be kept pursuant to the Act. The Member shall, upon prior written notice and during normal business hours, have access to the information described in Sections 18-305(1) through (6) of the Act, for the purpose of inspecting or, at the expense of the Member, copying the same. If the Member reviews the books and records of the Company pursuant to the preceding sentence, it shall do so in a manner which does not unduly interfere

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with the conduct of the Company’s business and shall execute a confidentiality agreement in such form as may be determined by the Company.

6.2          Reports. The Company shall prepare, or cause to be prepared, and shall furnish to each Person who was a Member during a Fiscal Year, within 180 days after the close of such Fiscal Year, a Schedule K1 or such other form as shall be necessary to advise the Member for federal, state, local, provincial, territorial and foreign income tax reporting purposes.

6.3          Tax Matters Partner. The Member shall be the “Tax Matters Partner” as such term is defined in Section 62310)(7) of the Code. In the event of an income tax audit of any tax return of the Company, the filing of any amended return or claim for refund in connection with any item of income, gain, loss, deduction or credit reflected on any tax return of the Company, or any administrative or judicial proceedings arising out of or in connection with any such audit, amended return, claim for refund or denial a such claim, any decision which could materially affect the Member’s tax liability shall require the affirmative approval of the Member.

6.4          Tax Elections. All elections required or permitted to be made by the Company under any applicable tax laws shall be made by the Member.

6.5          Reimbursement. The Company shall reimburse the Member for reasonable out-of-pocket costs incurred in connection with, or allocable to, performance of its duties under this Agreement.

ARTICLE VII

MANAGEMENT OF COMPANY

7.1          The Member. Except as specifically provided herein, the management and control of the Company shall be vested exclusively in the Member. Without limiting the foregoing, the Member shall be responsible for the establishment of policy and operating procedures respecting the business affairs of the Company and may appoint one or more Officers and delegate duties to such Officers as herein contemplated. The Member shall have the power to take any action permitted under the Act. The Member may by resolution delegate its powers, but not its responsibilities, to the Officers, or to any other Person. The Member is authorized to cause the Company to borrow money under agreements which include, among other things, various financial, liquidity and other covenants, which may limit the Company’s ability to make distributions to the Member.

7.2          Compensation. The Member shall not receive compensation for its services to the Company in such capacity.

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ARTICLE VIII

OFFICERS

8.1          Election and Term of Office. The Member may at any time or from time to time designate Officers of the Company (the “Officers”), which may, but shall not be obligated to, include a President, one or more Vice Presidents, Secretary and Treasurer and may include a Chairman. Vacancies may be filled or new offices created and filled by the Member. Each Officer shall hold office until his successor is appointed. Each Officer shall perform such duties as may be prescribed by the Member or specified in this Agreement.

8.2          General Rights and Duties. The Officers are hereby directed and authorized (which direction and authorization is revocable at any time by the Member), on behalf of and at the expense of the Company, to implement all decisions approved by the Member and to conduct the following functions of the Company consistent with action taken by the Member:

(a)           Operate the business of the Company in the ordinary course;

(b)           Protect and preserve the titles and interests of the Company with respect to the assets owned by or dedicated to the Company;

(c)           Keep all books of account and other records of the Company, in accordance with the terms of this Agreement;

(d)           Carry out the responsibilities of the Company under the management, operating, leasing and other contractual agreements to which it is a party;

(e)           Prepare and file all necessary reports, statements, tax returns and other documents with local, state, federal, provincial, territorial, or foreign agencies or departments in connection with the Business;

(f)            Procure and maintain insurance;

(g)           Employ, retain and enter into business relationships with, on behalf of the Company, with necessary or appropriate to carry out the business of the Company as shall be designated by the Member; and

(h)           Distribute the cash of the Company as provided in Article V hereof and as directed by the Member.

8.3          Duties of the Chairman. The Chairman shall be responsible for the general care, supervision, control and direction of the business of the Company. The Chairman may call meetings of the Company from time to time. The Chairman may sign with the Secretary, or any other proper Officer of the Company thereunto authorized by the Member, any deeds, mortgages, bonds, contracts, or other instruments which the Member has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Member or by this Agreement to some other Officer or agent of the Company, or shall be required by law to

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be otherwise signed or executed, and in general shall perform all duties incident to the office of Chairman and such other duties as may be prescribed by the Member.

During any period when there shall be a vacancy in the office of Chairman or in the event of the absence or disability of the Chairman, the President shall have the functions, authority and duties provided for the Chairman.

8.4          Duties of the President. The President shall be the principal executive officer of the Company and shall be responsible for the administration and operation of the business and affairs of the Company. The President may sign with the Secretary or any Assistant Secretary, or any other proper Officer of the Company thereunto authorized by the Member, certificates of the Company and any deeds, mortgages, bonds, contracts, or other instruments which the Member has authorized to be executed, except in cases where the execution thereof shall be expressly delegated by the Member or by this Agreement to some other Officer or agent of the Company, or shall be required by law to be otherwise signed or executed, and in general shall perform all duties incident to the office of President and such other duties as may be prescribed by the Member from time to time.

8.5          Duties of the Vice President. The Vice President, if there shall be one, or if there shall be more than one, the Vice Presidents in the order determined by the Member (or if there be no such determination, then in the order of their election), shall, in the absence, disability or refusal to act of the President, perform the duties of the President, and when so acting, shall have all the power of and be subject to all the restrictions upon the President. The Vice President shall also perform such other duties as prescribed by the President or the Member.

8.6          Duties of the Secretary. The Secretary shall: (a) keep the minutes of the meetings of the Member in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of this Agreement or as required by law; (c) be custodian of the Company’s records; (d) keep a register of the post office address of the Member which shall be furnished to the Company by the Member; and (e) in general perform all duties incident to the office of Secretary and such other duties as may be assigned by the Member or the President from time to time.

8.7          Duties of the Treasurer. The Treasurer shall: (a) have charge and custody of and be responsible for all funds and securities of the Company; (b) receive and give receipts of moneys due and payable to the Company from any source whatsoever, and deposit all such moneys not otherwise employed in the name of the Company in such bank, savings and loan association, trust company or other depositories as shall be selected by the Member; and (c) in general perform all the duties incident to the office of Treasurer and such other duties as may be assigned by the Member or the President from time to time. If required by the Member, the Treasurer shall give a bond for the faithful discharge of the Treasurer’s duties in such sum and with such surety or sureties as the Member shall determine.

8.8          Duties of the Assistant Secretary. The Assistant Secretary, or if there be more than one, the Assistant Secretaries in the order determined by the Member (or if there be no such determination, then in the order of their election), shall, in the absence or disability of the Secretary,

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perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as the Member or the President may from time to time prescribe.

8.9          Duties of the Assistant Treasurer. The Assistant Treasurer, or if there shall be more than one, the Assistant Treasurers in the order determined by the Member (or if there shall be no such determination, then in the order of their election), shall, in the absence or disability of the Treasurer, perform the duties and exercise the powers of the Treasurer and shall perform such other duties and have such other powers as the Member or the President may from time to time prescribe.

8.10        Compensation. The Officer(s) of the Company shall receive such compensation, if any, as may be fixed from time to time by the Member. No Officer shall be prevented from receiving such compensation by reason of the fact that such Officer is also a Member.

8.11        Resignations. Any Officer may resign at any time by giving notice to the Member. A resignation of an Officer need not be accepted in order to be effective.

8.12        Removal. Any Officer may be removed, with or without cause, by the Member.

8.13        Vacancies. A vacancy in any office may be filled by the Member.

ARTICLE IX

LIMITATION ON LIABILITY AND INDEMNIFICATION

9.1          Exculpation of Liability. No Member or Officer shall have any liability to the Company for monetary damages for breach of fiduciary duty as a Member or Officer other than (a) for any breach of such Person’s duty of loyalty to the Company or the Member; (b) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; or (c) for any transactions from which such Person derived an improper personal benefit.

9.2          Indemnification and Contribution. The Company shall indemnify, defend and hold harmless the Member and the Officers from and against any claims, causes of action, costs or expenses, including but not limited to reasonable attorneys fees, (“Losses”) asserted against such Person or incurred by such Person in such capacity arising out of such Person’s status as such to the fullest extent permitted by law.

9.3          Payment of Expenses in Advance. Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid out of Company funds in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by the Member or Officer to repay such amount unless it shall ultimately be determined that it is entitled to be indemnified by the Company.

9.4          Provisions Not Exclusive. The exculpation of liability and indemnification provided by this Article IX shall not be deemed exclusive of any other limitation on liability or rights to which those seeking indemnification may be entitled under any statute, agreement, vote of Member or otherwise.

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ARTICLE X

TRANSFER OF MEMBERSHIP INTERESTS

10.1        No Restriction on Transfer. The Member may Transfer its Membership Interest.

10.2        New Member. Any Person, not then a Member, to whom a Membership Interest shall be Transferred in accordance with the provisions of this Article X shall agree in writing to be subject to the terms hereof and shall become a substituted Member hereunder. All reasonable costs and expenses incurred by the Company in connection with any Transfer, and, if applicable, the admission of a Person as a substituted Member, shall be paid by the transferor. If any Membership Interest is Transferred other than in accordance with the provisions hereof and the transferee is not admitted as a substituted Member, such transferee shall be deemed a mere assignee of profits only without any right, power or authority of the Member hereunder and shall bear losses in the same manner as its predecessor in interest; the transferor of such interest shall thereafter be considered to have no further rights or interest in the Company with respect to the interest Transferred, but shall nonetheless be subject to its obligations under this Agreement with respect to such interest. Upon admission of a transferee as a substituted Member, the transferor shall withdraw from the Company, and be relieved of any corresponding obligations, to the extent of its Transferred Membership Interest.

10.3        Terms of Admission of New Member; Creation of Preferred or Special Interests. The Member shall have the right to admit new Members in exchange for property, cash or services on such terms as the Member may determine, and in connection therewith the Member may create series or classes or groups of Members (including the existing Member) having such relative rights, powers and duties as the Member may from time to time establish, including rights, powers and duties senior to the existing Member and may amend Exhibit A hereto to reflect changes in Membership Percentages resulting from the issuance of Membership Interests in exchange for any such property, cash or services or resulting from the redemption of Membership Interests.

ARTICLE XI

DISSOLUTION AND TERMINATION

11.1        Dissolution. The Company shall continue in effect until dissolved upon the first to occur of the following:

(a)           the vote of any Member(s) owning at least two-thirds of the Member’s Percentages to dissolve the Company;

(b)           the entry of a decree of judicial dissolution of the Company under Section 18-802 of the Act;

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(c)           sale or other disposition of all or substantially all of the Company’s assets; or

(d)           July 1, 2050.

11.2        Accounting. Upon the dissolution of the Company, a proper accounting shall be made of the assets and liabilities of the Company and the Capital Account of the Member as of the date of dissolution and of the items of Net Income and Net Loss from the date of the last previous accounting to the date of dissolution. The Liquidating Trustee shall cause Financial Statements presenting such accounting to be prepared and certified.

11.3        Liquidating Trustee.

(a)           Upon the dissolution of the Company, the affairs of the Company shall be wound up and terminated and the Member shall continue to share Net Income, Net Loss, Distributable Cash and other items of the Company during the winding-up period in accordance with the provisions of Articles IV and V hereof. The winding-up of the affairs of the Company and the distribution of its assets shall be conducted exclusively by the Liquidating Trustee, who is hereby authorized to do all acts authorized by law for these purposes. The Liquidating Trustee, in carrying out such winding-up and distribution, shall have full power and authority to sell, assign, transfer and encumber all or any of the Company assets.

(b)           Upon the completion of the winding-up of the Company and the distribution of all Company assets, the Company shall terminate and the Liquidating Trustee shall have the authority to execute and record any and all other documents required to effectuate the termination of the Company.

(c)           The Liquidating Trustee shall be indemnified and held harmless by the Company from and against any and all claims, liabilities, costs, damages and causes of action of any nature whatsoever arising out of or incidental to the Liquidating Trustee’s taking of or failure to take any action authorized under, or within the scope of, this Agreement; provided, however, that the Liquidating Trustee shall not be entitled to indemnification for:

(i)            matters entirely unrelated to the Liquidating Trustee’s actions under the provisions of this Agreement; or

(ii)           fraud, willful misconduct, self-dealing or criminal activity.

11.4        Liquidating Distribution. In the event of the dissolution of the Company for any reason, the assets of the Company shall be liquidated for distribution in the following rank and order:

(a)           first, to the payment and discharge of all the debts and liabilities in the order of priority as provided by the Act;

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(b)           second, to the establishment of any necessary reserves to provide for contingent liabilities, if any; and

(c)           third, to the Member in proportion to its Capital Accounts after giving effect to the allocations set forth in Article IV hereof, treating any distribution of property as a sale thereof at fair market value.

Such distributions shall be made on or before a date (the “Final Liquidation Date”) no later than the later to occur of (i) the last day of the taxable year of the Company in which the liquidation of the Company occurs and (ii) 90 days after such liquidation. If the Liquidating Trustee, in its discretion, determines that the distributions will not be timely made, it may distribute all of the assets and liabilities of the Company in trust with the Liquidating Trustee, or such other Person as may be selected by the Liquidating Trustee acting as trustee; the purpose of the trust is to allow the Company to comply with the timing requirements under Regulation Section 1.704¬1(b). The trustees of said trust shall distribute the former Company assets (however constituted, enhanced or otherwise) as promptly as such trustee deems proper and in the same manner as directed in this Section 11.4 (without regard to this sentence or the preceding two sentences) and otherwise as required hereunder. The trust shall be terminated as soon as possible after the trust property is distributed to the beneficiaries thereof.

11.5        Distributions in Kind. Company property distributed in kind shall be transferred and conveyed to the distributees as tenants in common subject to any liabilities attached thereto so as to vest in them undivided interests in the whole of such property in proportion to their respective rights to share in the proceeds of the sale of such property in accordance with this Article Xl.

ARTICLE XII

MISCELLANEOUS

12.1        Appointment of Attorney in Fact. The Member is the true and lawful attorney to make, execute, sign, swear to, acknowledge and file in its name, place and stead:

(a)           the Formation Certificate;

(b)           any other certificate or instrument which may be required to be filed by the Company under the laws of the State of Delaware or any other jurisdiction;

(c)           any and all amendments or modifications of this Agreement and/or the instruments described in subparagraphs (a) and (b) of this Section 12.1 permitted by this Agreement, including specifically, but without limitation, amendments reflecting the admission of substituted or additional Members pursuant to Article X (provided that this power shall not entitle the Member to approve of any amendment of this Agreement on behalf of any Member);

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(d)           all documents and instruments which may be required to effectuate the dissolution and termination of the Company and cancellation of its Formation Certificate, as from time to time amended; and

(e)           such other document or documents or instrument or instruments relating to the Company and in keeping with its stated purpose as may be required under the laws of any state or of the United States or of any other jurisdiction.

This power is coupled with an interest, shall survive and not be affected by the subsequent disability, death, dissolution or incapacity of the Member, and shall be irrevocable unless the attorney-in-fact files a petition in bankruptcy, is dissolved or is indicted for a crime and in any such event this power with respect to such Member shall be automatically revoked.

12.2        Amendment. This Agreement may be modified or amended at any time by written resolution of the Member; provided, that the Member may amend and supplement this Agreement to reflect changes and additions in the members, Membership Percentages and value of Company assets made in accordance with the provisions of this Agreement, including amendments contemplated by Section 10.3 hereof.

12.3        Further Assurances. The Member agrees to execute, acknowledge, deliver, file, record and publish such further certificates, amendments to certificates, instruments and documents, and do such other acts and things as may be required by law, or as may be required to carry out the intent and purposes of this Agreement.

12.4        Notices. All notices, demands, consents, approvals, requests, offers or other communications which any of the parties to this Agreement may desire or shall be required to be given hereunder shall be in writing and shall be given (a) by registered or certified mail, return receipt requested, (b) by personal delivery, (c) delivery via reputable private air freight service, the cost and expense of such delivery to be borne by the sending party, or (d) by electronic communication (telex or facsimile transmission). All notices shall be addressed to the recipient at the address contained on the books of the Company. Any notice sent in compliance with the above provisions shall be deemed delivered and received, except for electronic communications, on the third business day next succeeding the day on which it was sent, or, if sooner, on the actual date received, and, in the case of electronic communications, only on the date the sending party receives acknowledgement of receipt of such notice.

12.5        Governing Law. This Agreement is made pursuant to and shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to the conflict of laws principles thereof.

12.6        Captions. All articles and section headings or captions contained in this Agreement are inserted only as a matter of convenience and for reference and in no way define, limit, extend or describe the scope of this Agreement or the intent of any provision hereof.

12.7        Pronouns. As used herein, all pronouns shall include the masculine, feminine, neuter, singular and plural thereof wherever the context and facts require such construction.

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12.8        Successors and Assigns. This Agreement shall be binding upon the parties hereto and their respective executors, administrators, legal representatives, heirs, successors and assigns, and shall inure to the benefit of the parties hereto, and, except as otherwise herein expressly provided, their respective executors, administrators, legal representatives, successors and assigns.

12.9        Extension not a Waiver. No delay or omission in the exercise of any power, remedy or right herein provided or otherwise available to a party or to the Company shall impair or affect the right of the Member or the Company thereafter to exercise the same.

12.10      Severability. If any provision of this Agreement or application to any party or circumstances shall be determined by any court of competent jurisdiction to be invalid or unenforceable to any extent, the remainder of this Agreement or the application of such provision to such Person or circumstances, other than as to which it is so determined invalid or unenforceable, shall not be affected thereby, and each provision shall be valid and shall be enforced to the fullest extent permitted by law.

12.11      Entire Agreement. This Agreement, and the schedules and exhibits hereto, contain the entire understanding and agreement of the parties hereto relating to the subject matter hereof and all prior agreements relative hereto which are not contained herein.

12.12      Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which, when taken together, shall be deemed one agreement, but no counterpart shall be binding unless an identical counterpart shall have been executed and delivered by each of the other parties hereto.

12.13      No Third Party Beneficiary. The provisions of this Agreement shall be solely for the benefit of the parties hereto and their respective successors and assigns.

REMAINDER OF PAGE INTENTIONALLY BLANK

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12.14      Trustee Liability. When this Agreement is executed by the trustee of any trust, such execution is by the trustee, not individually but solely as trustee in the exercise of and under the power and authority conferred upon and invested in such trustee, and it is expressly understood and agreed that nothing herein contained shall be construed as creating any liability on any such trustee personally to pay any amounts required to be paid hereunder, or perform any covenant, either express or implied, contained herein, all such liability, if any, being expressly waived by the parties hereto by their execution hereof. Any liability shall be only that of such trust to the full extent of its trust estate and shall not be a personal liability of any trustee, grantor or beneficiary thereof.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed on the day and year first above written.

THE MEMBER:
KEY WESTER LIMITED, a Florida limited partnership
	By:	HTS-KW, Inc., its general partner
		By:	/s/ Harold S. Handelsman
			Name: Harold S. Handelsman
			Title: VP, Secretary & Treasurer

20

EXHIBIT A

MEMBER	CAPITAL CONTRIBUTION		MEMBERSHIP PERCENT AGE
KEY WESTER LIMITED	$	1,000	100%

EX-12.1

Exhibit 12.1

INTERVAL LEISURE GROUP, INC. AND SUBSIDIARIES

COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES

(In thousands, except for ratios)

(Unaudited)

	Years Ended December 31,
	2015		2014		2013		2012		2011
Earnings before income taxes and noncontrolling interest	116,335		126,999		127,194		64,961		66,052
Less: equity earnings of unconsolidated entities	(4,916	)	(4,630	)	—		—		—
Less: capitalized interest expense	(366	)	(195	)	(48	)	(140	)	(142	)
Less: noncontrolling interest in pre-tax income of subsidiaries that have not incurred fixed charges	(1,933	)	(3,018	)	(565	)	(7	)	—
Fixed charges:
Interest expense	21,767		7,344		6,220		25,769		35,717
Interest portion of rental expense	2,411		2,549		2,222		2,155		1,914
Earnings	133,298		129,049		135,023		92,738		103,541
Interest expense	21,767		7,344		6,220		25,769		35,717
Interest portion of rental expense(1)	2,411		2,549		2,222		2,155		1,914
Fixed charges	24,178		9,893		8,442		27,924		37,631
Ratio of earnings to fixed charges	5.5		13.0		16.0		3.3		2.8

(1)The ratio of earnings to fixed charges has been calculated by dividing ILG and its consolidated subsidiaries’ (1) earnings by (2) fixed charges. Earnings consists of earnings before income taxes and noncontrolling interests, plus fixed charges, less capitalized interest expense. Fixed charges consist of interest expense and a portion of rental expense that management believes is representative of the interest component of rental expense.

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the reference to our firm under the caption “Experts” in the Registration Statement (Form S-4 No. 333-) and related Prospectus of Interval Leisure Group, Inc. and subsidiaries for the registration of  $350,000,000 principal amount of 5.625% Senior Secured Notes due 2023 and to the incorporation by reference therein of our reports dated February 26, 2016 with respect to the consolidated financial statements and schedule of Interval Leisure Group, Inc., and the effectiveness of internal control over financial reporting of Interval Leisure Group, Inc., included in its Annual Report (Form 10-K) for the year ended December 31, 2015, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

Certified Public Accountants

Miami, Florida

March 31, 2016

EX-23.2

Exhibit 23.2

Consent of Independent Registered Public Accounting Firm

We consent to the reference to our firm under the caption “Experts” in the Registration Statement (Form S-4 No. 333-      ) and related Prospectus of Interval Leisure Group, Inc. and subsidiaries for the registration of $350,000,000 principal amount of 5.625% Senior Secured Notes due 2023 and to the incorporation by reference therein of our report dated March 9, 2016 with respect to the combined financial statements of Vistana Signature Experiences, Inc. included in the Prospectus (File No. 333-208567) of Interval Leisure Group, Inc., filed with the Securities and Exchange Commission on March 18, 2016.

/s/ Ernst & Young LLP

Certified Public Accountants

Miami, Florida

March 31, 2016

EX-25.1

Exhibit 25.1

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY UNDER THE TRUST

INDENTURE ACT OF 1939 OF A CORPORATION

DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE

ELIGIBILITY OF A TRUSTEE PURSUANT TO

SECTION 305(b)(2)

HSBC Bank USA, National Association

(Exact name of trustee as specified in its charter)

N/A	20-1177241
(Jurisdiction of incorporation	(I.R.S. Employer
or organization if not a U.S.	Identification No.)
national bank)
1800 Tyson’s Boulevard, Ste 50
McLean, VA	22102
(Address of principal executive offices)	(Zip Code)

HSBC Bank USA, National Association

452 Fifth Avenue

New York, New York 10018-2706

Tel: (212) 525-1351

(Name, address and telephone number of agent for service)

INTERVAL ACQUISITION CORP.

(Exact name of obligor as specified in its charter)

Delaware	36-4189885
(State or other jurisdiction	(I.R.S. Employer
of incorporation or organization)	Identification No.)

INTERVAL LEISURE GROUP, INC.

(Exact name of obligor as specified in its charter)

Delaware	26-2590997
(State or other jurisdiction	(I.R.S. Employer
of incorporation or organization)	Identification No.)

6262 Sunset Drive
Miami, Florida	33143
(Address of principal executive offices)	(Zip Code)

(See Table of Additional Registrants)

5.625% Senior Secured Notes due 2023

(Title of Indenture Securities)

TABLE OF ADDITIONAL REGISTRANTS

Exact Name of Registrant as Specified in its Charter*	Jurisdiction of Incorporation or Organization	Primary Standard Industrial Classification Code Number	IRS Employer Identification Number
AQUA-ASTON HOLDINGS, INC.	Delaware	7011	87-0799653
AQUA HOSPITALITY LLC	Delaware	7011	46-0641767
AQUA HOTELS AND RESORTS, INC.	Delaware	7011	26-3181909
CDP GP, INC.	Delaware	1531	36-4190833
CERROMAR DEVELOPMENT PARTNERS GP, INC.	Delaware	1531	36-4158824
GRAND ASPEN HOLDINGS, L.L.C.	Delaware	1531	95-4837613
GRAND ASPEN LODGING, L.L.C.	Delaware	1531	95-4351998
HT-HIGHLANDS, INC.	Delaware	1531	36-3978574
HTS-BC, L.L.C.	Delaware	1531	36-3296881
HTS-BEACH HOUSE, INC.	Delaware	1531	36-4097668
HTS-BEACH HOUSE PARTNER, L.L.C.	Delaware	1531	36-4097668
HTS-COCONUT POINT, INC.	Delaware	1531	36-4262309
HTS-GROUND LAKE TAHOE, INC.	Delaware	1531	36-4197178
HTS-KEY WEST, INC.	Delaware	1531	36-3942758
HTS-KW, INC.	Delaware	1531	36-4187262
HTS-LAKE TAHOE, INC.	Delaware	1531	36-3919669
HTS-LOAN SERVICING, INC.	Delaware	1531	36-4206919
HTS-MAIN STREET STATION, INC.	Delaware	1531	36-4351998
HTS-MAUI, L.L.C.	Delaware	1531	45-5601104
HTS-SAN ANTONIO, L.L.C.	Delaware	1531	32-0018843
HTS-SEDONA, INC.	Delaware	1531	36-4290387
HTS-SUNSET HARBOR PARTNER, L.L.C.	Delaware	1531	47-3952343
HTS-WINDWARD POINTE PARTNER, L.L.C.	Delaware	1531	47-3932767
HV GLOBAL GROUP, INC.	Delaware	8699	36-3878044
HV GLOBAL MANAGEMENT CORPORATION	Delaware	6531	36-3950778
HV GLOBAL MARKETING CORPORATION	Florida	6531	65-0459735
HVO KEY WEST HOLDINGS, LLC	Florida	6531	47-5257462
INTERVAL HOLDINGS, INC.	Delaware	8600	06-1428126
INTERVAL INTERNATIONAL, INC.	Florida	8600	59-2367254
INTERVAL RESORT & FINANCIAL SERVICES, INC.	Florida	7380	65-0614258
OWNERS’ RESORTS AND EXCHANGE, INC.	Utah	6531	87-0450262
S.O.I. ACQUISITION CORP.	Florida	1531	61-1731501
VACATION OWNERSHIP LENDING GP, INC.	Delaware	6199	36-4190833
VACATION RESORTS INTERNATIONAL	California	6531	95-3700624
VOL GP, INC.	Delaware	6199	36-4190834
WINDWARD POINTE II, L.L.C.	Delaware	1531	35-2556668
WORLDWIDE VACATION & TRAVEL, INC.	Florida	4700	22-2362974
IIC HOLDINGS, INCORPORATED	Delaware	8600	36-4197698
ILG INTERNATIONAL HOLDINGS, INC.	Florida	8600	90-0924055
INTERVAL SOFTWARE SERVICES, LLC	Florida	8600	65-1133709
MANAGEMENT ACQUISITION HOLDINGS, LLC	Delaware	6531	27-3967875
RESORT SALES SERVICES, INC.	Delaware	6531	38-3990004
ILG MANAGEMENT, LLC	Florida	6531	90-0968929
AQUA HOTELS & RESORTS, LLC	Hawaii	7011	65-1163911
DIAMOND HEAD MANAGEMENT LLC	Hawaii	7011	45-2996891
HOTEL MANAGEMENT SERVICES LLC	Hawaii	7011	27-0562444
KAI MANAGEMENT SERVICES LLC	Hawaii	7011	26-4613508
AQUA HOTELS AND RESORTS OPERATOR LLC	Delaware	7011	37-1697816
AQUA LUANA OPERATOR LLC	Hawaii	7011	81-1847298
AQUA-ASTON HOSPITALITY, LLC	Hawaii	7011	13-4207830
ASTON HOTELS & RESORTS FLORIDA, LLC	Florida	7011	46-3267551
MAUI CONDO AND HOME, LLC	Hawaii	6531	99-0266391
RQI HOLDINGS, LLC	Hawaii	6531	03-0530842
BEACH HOUSE DEVELOPMENT PARTNERSHIP	Florida	1531	65-0680991
CDP INVESTORS, L.P.	Delaware	1531	36-4158822
CERROMAR DEVELOPMENT PARTNERS, L.P., S.E.	Delaware	1531	36-4158825
HIGHLANDS INN INVESTORS II, L.P.	Delaware	1531	36-4054270
HTS-SAN ANTONIO, L.P.	Delaware	1531	36-0018843
HTS-SAN ANTONIO, INC.	Delaware	1531	45-0479517
HTS-WILD OAK RANCH BEVERAGE, LLC	Texas	1531	20-1231294
MERIDIAN FINANCIAL SERVICES, INC.	North Carolina	7320	56-1663191
TRADING PLACES INTERNATIONAL, LLC	California	6531	95-2848811
HVC-HIGHLANDS, L.L.C.	Delaware	1531	36-4510201
KEY WESTER LIMITED	Florida	1531	36-4204734
MERAGON FINANCIAL SERVICES, INC.	North Carolina	7320	56-2220495
PARADISE VACATION ADVENTURES, LLC	Hawaii	7999	33-0910128
REP HOLDINGS, LTD.	Hawaii	6531	99-0335453
RESORT MANAGEMENT FINANCE SERVICES, INC.	Florida	6159	45-2346663
SUNSET HARBOR DEVELOPMENT PARTNERSHIP	Florida	1531	65-0482474
VACATION OWNERSHIP LENDING, L.P.	Delaware	6199	36-4190846
VOL INVESTORS, L.P.	Delaware	6199	36-4190836

*For each registrant listed in the table, the address and telephone number of such registrant’s principal executive offices and the name, address and telephone number for the agent for service and persons to receive copies are the same as set forth above for Interval Acquisition Corp. and Interval Leisure Group, Inc.

General

Item 1. General Information.

Furnish the following information as to the trustee:

(a)  Name and address of each examining or supervisory authority to which it is subject.

Comptroller of the Currency, New York, NY.

Federal Deposit Insurance Corporation, Washington, D.C.

Board of Governors of the Federal Reserve System, Washington, D.C.

(b) Whether it is authorized to exercise corporate trust powers.

Yes.

Item 2. Affiliations with Obligor.

If the obligor is an affiliate of the trustee, describe each such affiliation.

None

Items 3-15.          Not Applicable

Item 16. List of Exhibits

Exhibit
T1A(i)	(1)	Copy of the Articles of Association of HSBC Bank USA, National Association.
T1A(ii)	(1)	Certificate of the Comptroller of the Currency dated July 1, 2004 as to the authority of HSBC Bank USA, National Association to commence business.
T1A(iii)	(2)	Certificate of Fiduciary Powers dated August 18, 2004 for HSBC Bank USA, National Association
T1A(iv)	(1)	Copy of the existing By-Laws of HSBC Bank USA, National Association.
T1A(v)		Not applicable.
T1A(vi)	(2)	Consent of HSBC Bank USA, National Association required by Section 321(b) of the Trust Indenture Act of 1939.
T1A(vii)		Copy of the latest report of condition of the trustee published pursuant to law or the requirement of its supervisory or examining authority.
T1A(viii)		Not applicable.
T1A(ix)		Not applicable.

(1)Exhibits previously filed with the Securities and Exchange Commission with Registration No. 333-118523 and incorporated herein by reference thereto.

(2)Exhibits previously filed with the Securities and Exchange Commission with Registration No. 333-125197 and incorporated herein by reference thereto.

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, the Trustee, HSBC Bank USA, National Association, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of New York and State of New York on the 25th day of March, 2016.

HSBC BANK USA, NATIONAL ASSOCIATION
By:	/s/ Annette L Kos-Culkin
	Annette L Kos-Culkin
	Vice President

Board of Governors of the Federal Reserve System Federal Deposit Insurance Corporation Office of the Comptroller of the Currency Federal Financial Institutions Examination Council Consolidated Reports of Condition and Income for A Bank With Domestic and Foreign Offices - FFIEC 031 Institution Name City State Zip Code Call Report Report Date Report Type RSSD-ID FDIC Certificate Number OCC Charter Number ABA Routing Number Last updated on HSBC BANK USA, NATIONAL ASSOCIATION MCLEAN VA 22102 12/31/2015 031 413208 57890 24522 21001088 2/8/2016

1 Federal Financial Institutions Examination Council Consolidated Reports of Condition and Income for a Bank with Domestic and Foreign Offices — FFIEC 031 Report at the close of business December 31, 2015 (20151231) (RCON 9999) Unless the context indicates otherwise, the term “bank” in this report form refers to both banks and saving sassociations. This report form is to be filed by banks with branches and consolidated subsidiaries in U.S. territories and possessions, Edge or Agreement subsidiaries, foreign branches, consolidated foreign subsidiaries, or International Banking Facilities. This report is required by law: 12 U.S.C. §324 (State member banks); 12 U.S.C. §1817 (State non member banks); 12 U.S.C. §161 (National banks); and 12 U.S.C. §1464 (Savings associations). NOTE: Each bank’s board of directors and senior management are responsible for establishing and maintaining an effective system of internal control, including controls over the Reports of Condition and Income. The Reports of Condition and Income are to be prepared in accordance with federal regulatory authority instructions. The Reports of Condition and Income must be signed by the Chief Financial Officer (CFO) of the reporting bank (or by the individual performing an equivalent function) and attested to by not less than two directors (trustees) for state non member banks and three directors for state member banks, nationalbanks, and savings associations. I, the undersigned CFO (o requivalent) of the named bank, attest that the Reports of Condition and Income (including the supporting schedules) for this report date have been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and are true and correct to the best of my knowledge and belief. We, the undersigned directors (trustees), attest to the correctness of the Reports of Condition and Income (including the supporting schedules) for this report date and declare that the Reports of Condition and Income have been examined by us and to the best of our knowledge and belief have been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and are true andcorrect. Director (Trustee) Director (Trustee) Signature of Chief Financial Officer (or Equivalent) Director (Trustee) Date of Signiture Submission of Reports Each bank must file its Reports of Condition and Income (Call Report) data by either: To fulfill the signature and attestation requirement for the Reports of Condition and Income for this report date, attach your bank’s completed signature page (or a photocopy or a computer generated version of this page) to the hard-copy record of the data file submitted to the CDR that your bank must place in its files. The appearance of your bank’s hard-copy record of the submitted data file need not match exactly the appearance of the FFIEC’s sample report forms, but should show at least the caption of each Call Report item and the reported amount. (a) Using computer software to prepare its Call Report and then submitting the report data directly to the FFIEC’s Central Data Repository (CDR), an Internet-based system for datacollection (https://cdr.ffiec.gov/cdr/), or Completing its Call Report in paper form and arranging with a software vendor or another party to convert the data in to the electronic format that can be processed by the CDR. The software vendor or other party then must electronically submit the bank’s data file to the CDR. (b) HSBC BANK USA, NATIONAL ASSOCIATION Legal Title of Bank (RSSD 9017) For technical assistance with submissions to the CDR, please contact the CDR Help Desk by telephone at(888) CDR-3111, by fax at (703) 774-3946, or by e-mail at CDR.Help@ffiec.gov. FDIC Certificate Number 57890 (RSSD 9050) MCLEAN City (RSSD 9130) VA 22102 State Abbreviation (RSSD 9200) Zip Code (RSSD 9220) The estimated average burden associated with this information collection is 48.3 hours per respondent and is estimated to vary from 18 to 750 hours per response, depending on individual circumstances. Burden estimates include the time for reviewing instructions, gathering and maintaining data in the required form, and completing the information collection, but exclude the time for compiling and maintaining business records in the normal course of a respondent’s activities. A Federal agency may not conduct or sponsor, and an organization (or a person) is not required to respond to a collection of information, unless it displays a currently valid OMB control number. Comments concerning the accuracy of this burden estimate and suggestions for reducing this burden should be directed to the Office of Information and Regulatory Affairs, Office of Management and Budget, Washington, DC 20503, and to one of the following: Secretary, Board of Governors of the Federal Reserve System, 20th and C Streets, NW, Washington, DC 20551; Legislative and Regulatory Analysis Division, Office of the Comptroller of the Currency, Washington, DC 20219; Assistant Executive Secretary, Federal Deposit Insurance Corporation, Washington, DC 20429.

2 Consolidated Reports of Condition and Income for a Bank with Domestic and Foreign Offices Table of Contents Schedule RC-C Part I - Loans and Leases................22 Signature Page............................................................1 Schedule RC-C Part II - Loans to Small Businesses and Small Farms.................................................26 Table of Conents..........................................................2 Contact Information for the Reports of Condition and Income...................................................................4 Schedule RC-D - Trading Assets and Liabilities.........28 Schedule RC-E Part I - Deposits in Domestic Offices.................................................................31 Emergency Contact Information..................................4 USA PATRIOT Act Section 314(a) Anti-Money Laundering Contact Information............................5 Schedule RC-E Part II - Deposits in Foreign Offices including Edge and Agreement subsidiaries and IBFs.....................................................................33 Bank Demographic Information...................................6 Schedule RC-F - Other Assets..................................34 Contact Information......................................................6 Schedule RC-G - Other Liabilities..............................35 Optional Narrative Statement Concerning the Amounts Reported in the Reports of Condition and Income............................................................7 Schedule RC-H - Selected Balance Sheet Items for Domestic Offices.................................................35 Schedule RI - Income Statement.................................8 Schedule RC-I - Assets and Liabilities of IBFs..........36 Schedule RI-A - Changes in Bank Equity Capital.................................................................10 Schedule RC-K - Quarterly Averages........................37 Schedule RC-L - Derivatives and Off-Balance Sheet Items....................................................................38 Schedule RI-B Part I - Charge-offs and Recoveries on Loans and Leases..........................................11 Schedule RC-M - Memoranda...................................43 Schedule RI-B Part II - Changes in Allowance for Loan and Lease Losses......................................12 Schedule RC-N - Past Due and Nonaccrual Loans Leases and Other Assets....................................46 Schedule RI-C - Disaggregated Data on the Allowance for Loan and Lease Losses................13 Schedule RC-O - Other Data for Deposit Insurance and FICO Assessments......................................49 Schedule RI-D - Income from Foreign Offices...........14 Schedule RC-P - 1-4 Family Residential Mortgage Banking Activities in Domestic Offices................52 Schedule RI-E - Explanations ...................................14 Schedule RC - Balance Sheet...................................17 Schedule RC-Q - Assets and Liabilities Measured at Fair Value on a Recurring Basis......................52 Schedule RC-A - Cash and Balances Due From Depository Institutions.........................................18 Schedule RC-R Part I - Regulatory Capital Components and Ratios......................................57 Schedule RC-B - Securities.......................................19 Schedule RC-R Part II - Risk-Weighted Assets.........59 For information or assistance, national banks, state nonmember banks, and savings associations should contact the FDIC’s Data Collection and Analysis Section, 550 17th Street, NW, Washington, DC 20429, toll free on (800) 688-FDIC(3342), Monday through Friday between 8:00 a.m. and 5:00 p.m., Eastern Time. State member banks should contact their Federal Reserve District Bank. Board of Governors of the Federal Reserve System, Federal Deposit Insurance Corporation, Office of the Comptroller of the Currency Legend: NR - Not Reported, CONF - Confidential

Schedule RC-S - Servicing Securitization and Asset Sale Activities......................................................69 3 Schedule RC-T - Fiduciary and Related Services...............................................................71 Schedule RC-V - Variable Interest Entities................74 General Instructions...................................................75 Glossary.....................................................................76 For information or assistance, national banks, state nonmember banks, and savings associations should contact the FDIC’s Data Collection and Analysis Section, 550 17th Street, NW, Washington, DC 20429, toll free on (800) 688-FDIC(3342), Monday through Friday between 8:00 a.m. and 5:00 p.m., Eastern Time. State member banks should contact their Federal Reserve District Bank. Board of Governors of the Federal Reserve System, Federal Deposit Insurance Corporation, Office of the Comptroller of the Currency Legend: NR - Not Reported, CONF - Confidential

Contact Information for the Reports of Condition and Income To facilitate communication between the Agencies and the bank concerning the Reports of Condition and Income, please provide contact information for (1) the Chief Financial Officer (or equivalent) of the bank signing the reports for this quarter, and (2) the person at the bank—other than the Chief Financial Officer (or equivalent)—to whom questions about the reports should be directed. If the Chief Financial Officer (or equivalent) is the primary contact for questions about the reports, please provide contact information for another person at the bank who will serve as a secondary contact for communications between the Agencies and the bank concerning the Reports of Condition and Income. Enter “none” for the contact’s e-mail address or fax number if not available. Contact information for the Reports of Condition and Income is for the confidential use of the Agencies and will not be released to the public. Chief Financial Officer (or Equivalent) Signing the Reports CONF Other Person to Whom Questions about the Reports Should be Directed CONF Name (TEXT C490) Name (TEXT C495) CONF CONF Title (TEXT C491) Title (TEXT C496) CONF CONF E-mail Address (TEXT C492) E-mail Address (TEXT 4086) CONF CONF Area Code / Phone Number / Extension (TEXT C493) Area Code / Phone Number / Extension (TEXT 8902) CONF CONF Area Code / FAX Number (TEXT C494) Area Code / FAX Number (TEXT 9116) Emergency Contact Information This information is being requested so the Agencies can distribute critical, time-sensitive information to emergency contacts at banks. Please provide primary contact information for a senior official of the bank who has decision-making authority. Also provide information for a secondary contact if available. Enter “none” for the contact’s e-mail address or fax number if not available. Emergency contact information is for the confidential use of the Agencies and will not be released to the public. Primary Contact CONF Secondary Contact CONF Name (TEXT C366) Name (TEXT C371) CONF CONF Title (TEXT C367) Title (TEXT C372) CONF CONF E-mail Address (TEXT C368) E-mail Address (TEXT C373) CONF CONF Area Code / Phone Number / Extension (TEXT C369) Area Code / Phone Number / Extension (TEXT C374) CONF CONF Area Code / FAX Number (TEXT C370) Area Code / FAX Number (TEXT C375)

5 USA PATRIOT Act Section 314(a) Anti-Money Laundering Contact Information Contact Information This information is being requested to identify points-of-contact who are in charge of your bank’s USA PATRIOT Act Section 314(a) information requests. Bank personnel listed could be contacted by law enforcement officers or the Financial Crimes Enforcement Network (FinCEN) for additional information related to specific Section 314(a) search requests or other anti-terrorist financing and anti-money-laundering matters. Communications sent by FinCEN to the bank for purposes other than Section 314(a) notifications will state the intended purpose and should be directed to the appropriate bank personnel for review. Any disclosure of customer records to law enforcement officers or FinCEN must be done in compliance with applicable law, including the Right to Financial Privacy Act (12 U.S.C. 3401 et seq.). Please provide information for a primary and secondary contact. Information for a third and fourth contact may be provided at the bank’s option. Enter “none” for the contact’s e-mail address if not available. This contact information is for the confidential use of the Agencies, FinCEN, and law enforcement officers and will not be released to the public. Primary Contact Secondary Contact CONF CONF Name (TEXT C437) Name (TEXT C442) CONF CONF Title (TEXT C438) Title (TEXT C443) CONF CONF E-mail Address (TEXT C439) E-mail Address (TEXT C444) CONF CONF Area Code / Phone Number / Extension (TEXT C440) Area Code / Phone Number / Extension (TEXT 8902) Third Contact Fourth Contact CONF CONF Name (TEXT C870) Name (TEXT C875) CONF CONF Title (TEXT C871) Title (TEXT C876) CONF CONF E-mail Address (TEXT C368) E-mail Address (TEXT C877) CONF CONF Area Code / Phone Number / Extension (TEXT C873) Area Code / Phone Number / Extension (TEXT C878)

HSBC BANK USA, NATIONAL ASSOCIATION RSSD-ID 413208 Last Updated on 2/8/2016 FFIEC 031 Report Date 12/31/2015 6 Bank Demographic Information Dollar amounts in thousands 20151231 1. RCON9999 1. Reporting date............................................................................................................................................................. 2. FDIC certificate number............................................................................................................................................... 3. Legal title of bank........................................................................................................................................................ 4. City.............................................................................................................................................................................. 5. State abbreviation........................................................................................................................................................ 6. Zip code....................................................................................................................................................................... RSSD9050 57890 2. RSSD9017 Click here for value 3. RSSD9130 McLean 4. RSSD9200 VA 5. RSSD9220 22102 6. (RSSD9017) HSBC Bank USA, National Association Contact Information Dollar amounts in thousands 1. 1.a. CONF 1.a.1. TEXTC490 1. Name............................................................................................................................................................ 2. Title............................................................................................................................................................... 3. E-mail Address.............................................................................................................................................. 4. Telephone...................................................................................................................................................... 5. FAX............................................................................................................................................................... b. Other Person to Whom Questions about the Reports Should be Directed 1. Name............................................................................................................................................................ 2. Title............................................................................................................................................................... 3. E-mail Address.............................................................................................................................................. 4. Telephone...................................................................................................................................................... 5. FAX............................................................................................................................................................... 2. Person to whom questions about Schedule RC-T - Fiduciary and Related Services should be directed a. Name and Title..................................................................................................................................................... b. E-mail Address..................................................................................................................................................... c. Telephone............................................................................................................................................................. d. FAX....................................................................................................................................................................... 3. Emergency Contact Information a. Primary Contact 1. Name............................................................................................................................................................ 2. Title............................................................................................................................................................... 3. E-mail Address.............................................................................................................................................. 4. Telephone...................................................................................................................................................... 5. FAX............................................................................................................................................................... b. Secondary Contact 1. Name............................................................................................................................................................ 2. Title............................................................................................................................................................... 3. E-mail Address.............................................................................................................................................. 4. Telephone...................................................................................................................................................... 5. FAX............................................................................................................................................................... 4. USA PATRIOT Act Section 314(a) Anti-Money Laundering Contact Information a. Primary Contact 1. Name............................................................................................................................................................ 2. Title............................................................................................................................................................... 3. E-mail Address.............................................................................................................................................. 4. Telephone...................................................................................................................................................... CONF 1.a.2. TEXTC491 CONF 1.a.3. TEXTC492 CONF 1.a.4. TEXTC493 CONF 1.a.5. TEXTC494 1.b. CONF 1.b.1. TEXTC495 CONF 1.b.2. TEXTC496 CONF 1.b.3. TEXT4086 CONF 1.b.4. TEXT8902 CONF 1.b.5. TEXT9116 2. CONF 2.a. TEXTB962 CONF 2.b. TEXTB926 CONF 2.c. TEXTB963 CONF 2.d. TEXTB964 3. 3.a. CONF 3.a.1. TEXTC366 CONF 3.a.2. TEXTC367 CONF 3.a.3. TEXTC368 CONF 3.a.4. TEXTC369 CONF 3.a.5. TEXTC370 3.b. CONF 3.b.1. TEXTC371 CONF 3.b.2. TEXTC372 CONF 3.b.3. TEXTC373 CONF 3.b.4. TEXTC374 CONF 3.b.5. TEXTC375 4. 4.a. CONF 4.a.1. TEXTC437 CONF 4.a.2. TEXTC438 CONF 4.a.3. TEXTC439 CONF 4.a.4. TEXTC440 1. Contact Information for the Reports of Condition and Income a. Chief Financial Officer (or Equivalent) Signing the Reports

HSBC BANK USA, NATIONAL ASSOCIATION RSSD-ID 413208 Last Updated on 2/8/2016 FFIEC 031 Report Date 12/31/2015 7 Dollar amounts in thousands 4.b. TEXTC442 CONF 4.b.1. 1. Name............................................................................................................................................................ 2. Title............................................................................................................................................................... 3. E-mail Address.............................................................................................................................................. 4. Telephone...................................................................................................................................................... c. Third Contact 1. Name............................................................................................................................................................ 2. Title............................................................................................................................................................... 3. E-mail Address.............................................................................................................................................. 4. Telephone...................................................................................................................................................... d. Fourth Contact 1. Name............................................................................................................................................................ 2. Title............................................................................................................................................................... 3. E-mail Address.............................................................................................................................................. 4. Telephone...................................................................................................................................................... TEXTC443 CONF 4.b.2. TEXTC444 CONF 4.b.3. TEXTC445 CONF 4.b.4. 4.c. TEXTC870 CONF 4.c.1. TEXTC871 CONF 4.c.2. TEXTC872 CONF 4.c.3. TEXTC873 CONF 4.c.4. 4.d. TEXTC875 CONF 4.d.1. TEXTC876 CONF 4.d.2. TEXTC877 CONF 4.d.3. TEXTC878 CONF 4.d.4. Optional Narrative Statement Concerning the Amounts Reported in the Reports of Condition and Income Dollar amounts in thousands No 1. RCON6979 1. Comments?................................................................................................................................................................. 2. Bank Management Statement..................................................................................................................................... TEXT6980 2. b. Secondary Contact

HSBC BANK USA, NATIONAL ASSOCIATION RSSD-ID 413208 Last Updated on 2/8/2016 FFIEC 031 Report Date 12/31/2015 8 Schedule RI - Income Statement Dollar amounts in thousands 1. 1.a. 1.a.1. 1.a.1.a. RIAD4435 628,829 1.a.1.a.1. 1. Loans secured by 1-4 family residential properties........................................................................ 2. All other loans secured by real estate............................................................................................ b. Loans to finance agricultural production and other loans to farmers..................................................... c. Commercial and industrial loans............................................................................................................ d. Loans to individuals for household, family, and other personal expenditures: 1. Credit cards.................................................................................................................................... 2. Other (includes revolving credit plans other than credit cards, automobile loans, and other consumer loans)................................................................................................................................................. e. Loans to foreign governments and official institutions........................................................................... f. All other loans in domestic offices.......................................................................................................... 2. In foreign offices, Edge and Agreement subsidiaries, and IBFs................................................................... 3. Total interest and fee income on loans (sum of items 1.a.(1)(a) through 1.a.(2)).......................................... b. Income from lease financing receivables............................................................................................................. c. Interest income on balances due from depository institutions.............................................................................. d. Interest and dividend income on securities: 1. U.S. Treasury securities and U.S. Government agency obligations (excluding mortgage-backed securities). 2. Mortgage-backed securities.......................................................................................................................... 3. All other securities (includes securities issued by states and political subdivisions in the U.S.)................... e. Interest income from trading assets..................................................................................................................... f. Interest income on federal funds sold and securities purchased under agreements to resell............................... g. Other interest income........................................................................................................................................... h. Total interest income (sum of items 1.a.(3) through 1.g)...................................................................................... 2. Interest expense: a. Interest on deposits: 1. Interest on deposits in domestic offices: a. Transaction accounts (interest-bearing demand deposits, NOW accounts, ATS accounts, and telephone and preauthorized transfer accounts)........................................................................................................ b. Nontransaction accounts: 1. Savings deposits (includes MMDAs).............................................................................................. 2. Time deposits of $100,000 or more................................................................................................ 3. Time deposits of less than $100,000.............................................................................................. 2. Interest on deposits in foreign offices, Edge and Agreement subsidiaries, and IBFs................................... b. Expense of federal funds purchased and securities sold under agreements to repurchase................................ c. Interest on trading liabilities and other borrowed money...................................................................................... d. Interest on subordinated notes and debentures................................................................................................... e. Total interest expense (sum of items 2.a through 2.d).......................................................................................... 3. Net interest income (item 1.h minus 2.e)..................................................................................................................... 4. Provision for loan and lease losses............................................................................................................................. 5. Noninterest income: a. Income from fiduciary activities............................................................................................................................ b. Service charges on deposit accounts in domestic offices.................................................................................... c. Trading revenue.................................................................................................................................................... d. Not available 1. Fees and commissions from securities brokerage........................................................................................ 2. Investment banking, advisory, and underwriting fees and commissions....................................................... 3. Fees and commissions from annuity sales................................................................................................... RIAD4436 317,112 1.a.1.a.2. RIAD4024 10,705 1.a.1.b. RIAD4012 698,874 1.a.1.c. 1.a.1.d. RIADB485 73,961 1.a.1.d.1. RIADB486 28,207 1.a.1.d.2. RIAD4056 2,031 1.a.1.e. RIADB487 205,502 1.a.1.f. RIAD4059 16,039 1.a.2. RIAD4010 1,981,260 1.a.3. RIAD4065 27 1.b. RIAD4115 80,855 1.c. 1.d. RIADB488 173,171 1.d.1. RIADB489 647,602 1.d.2. RIAD4060 63,808 1.d.3. RIAD4069 340,220 1.e. RIAD4020 23,065 1.f. RIAD4518 58,754 1.g. RIAD4107 3,368,762 1.h. 2. 2.a. 2.a.1. RIAD4508 4,551 2.a.1.a. 2.a.1.b. RIAD0093 104,137 2.a.1.b.1. RIADA517 133,494 2.a.1.b.2. RIADA518 85,169 2.a.1.b.3. RIAD4172 14,463 2.a.2. RIAD4180 33,302 2.b. RIAD4185 61,434 2.c. RIAD4200 268,607 2.d. RIAD4073 705,157 2.e. RIAD4074 2,663,605 3. RIAD4230 360,941 4. 5. RIAD4070 83,452 5.a. RIAD4080 130,779 5.b. RIADA220 100,843 5.c. 5.d. RIADC886 9,230 5.d.1. RIADC888 86,749 5.d.2. RIADC887 0 5.d.3. 1. Interest income: a. Interest and fee income on loans: 1. In domestic offices: a. Loans secured by real estate:

HSBC BANK USA, NATIONAL ASSOCIATION RSSD-ID 413208 Last Updated on 2/8/2016 FFIEC 031 Report Date 12/31/2015 9 Dollar amounts in thousands RIADC386 0 5.d.4. 4. Underwriting income from insurance and reinsurance activities................................................................... 5. Income from other insurance activities......................................................................................................... e. Venture capital revenue........................................................................................................................................ f. Net servicing fees.................................................................................................................................................. g. Net securitization income..................................................................................................................................... h. Not applicable i. Net gains (losses) on sales of loans and leases................................................................................................... j. Net gains (losses) on sales of other real estate owned......................................................................................... k. Net gains (losses) on sales of other assets (excluding securities)....................................................................... l. Other noninterest income...................................................................................................................................... m. Total noninterest income (sum of items 5.a through 5.l)...................................................................................... 6. Not available a. Realized gains (losses) on held-to-maturity securities......................................................................................... b. Realized gains (losses) on available-for-sale securities....................................................................................... 7. Noninterest expense: a. Salaries and employee benefits........................................................................................................................... b. Expenses of premises and fixed assets (net of rental income) (excluding salaries and employee benefits and mortgage interest).................................................................................................................................................... c. Not available 1. Goodwill impairment losses.......................................................................................................................... 2. Amortization expense and impairment losses for other intangible assets.................................................... d. Other noninterest expense................................................................................................................................... e. Total noninterest expense (sum of items 7.a through 7.d).................................................................................... 8. Income (loss) before income taxes and extraordinary items and other adjustments (item 3 plus or minus items 4, 5.m, 6.a, 6.b, and 7.e)..................................................................................................................................................... 9. Applicable income taxes (on item 8)............................................................................................................................ 10. Income (loss) before extraordinary items and other adjustments (item 8 minus item 9)........................................... 11. Extraordinary items and other adjustments, net of income taxes.............................................................................. 12. Net income (loss) attributable to bank and noncontrolling (minority) interests (sum of items 10 and 11)................. 13. LESS: Net income (loss) attributable to noncontrolling (minority) interests (if net income, report as a positive value; if net loss, report as a negative value)............................................................................................................................. 14. Net income (loss) attributable to bank (item 12 minus item 13)................................................................................. Memoranda 1. Interest expense incurred to carry tax-exempt securities, loans, and leases acquired after August 7, 1986, that is not deductible for federal income tax purposes............................................................................................................... 2. Income from the sale and servicing of mutual funds and annuities in domestic offices (included in Schedule RI, item 8) ..................................................................................................................................................................................... 3. Income on tax-exempt loans and leases to states and political subdivisions in the U.S. (included in Schedule RI, items 1.a and 1.b)............................................................................................................................................................ 4. Income on tax-exempt securities issued by states and political subdivisions in the U.S. (included in Schedule RI, item 1.d.(3))..................................................................................................................................................................... 5. Number of full-time equivalent employees at end of current period (round to nearest whole number)....................... 6. Not applicable 7. If the reporting institution has applied pushdown accounting this calendar year, report the date of the institution's acquisition (see instructions)........................................................................................................................................... 8. Trading revenue (from cash instruments and derivative instruments) (sum of Memorandum items 8.a through 8.e must equal Schedule RI, item 5.c): a. Interest rate exposures......................................................................................................................................... b. Foreign exchange exposures............................................................................................................................... c. Equity security and index exposures.................................................................................................................... d. Commodity and other exposures......................................................................................................................... e. Credit exposures.................................................................................................................................................. f. Impact on trading revenue of changes in the creditworthiness of the bank's derivatives counterparties on the bank's derivative assets (included in Memorandum items 8.a through 8.e above).................................................. RIADC387 1,365 5.d.5. RIADB491 0 5.e. RIADB492 55,784 5.f. RIADB493 0 5.g. 5.h. RIAD5416 -7,551 5.i. RIAD5415 3,877 5.j. RIADB496 -974 5.k. RIADB497 1,109,920 5.l. RIAD4079 1,573,474 5.m. 6. RIAD3521 0 6.a. RIAD3196 46,837 6.b. 7. RIAD4135 996,250 7.a. RIAD4217 184,903 7.b. 7.c. 0 7.c.1. RIADC216 6,498 7.c.2. RIADC232 2,021,399 7.d. RIAD4092 3,209,050 7.e. RIAD4093 713,925 8. RIAD4301 302,657 9. RIAD4302 411,268 10. RIAD4300 0 11. RIAD4320 411,268 12. RIADG104 462 13. RIADG103 410,806 14. RIAD4340 865 M.1. RIAD4513 23,013 M.2. RIAD8431 0 M.3. RIAD4313 7,170 M.4. RIAD4507 5838 M.5. RIAD4150 M.6. 0 M.7. RIAD9106 M.8. 549,690 M.8.a. RIAD8757 -477,304 M.8.b. RIAD8758 5,423 M.8.c. RIAD8759 46,024 M.8.d. RIAD8760 -22,990 M.8.e. RIADF186 -38 M.8.f. RIADK090

HSBC BANK USA, NATIONAL ASSOCIATION RSSD-ID 413208 Last Updated on 2/8/2016 FFIEC 031 Report Date 12/31/2015 10 Dollar amounts in thousands g. Impact on trading revenue of changes in the creditworthiness of the bank on the bank's derivative liabilities (included in Memorandum items 8.a through 8.e above)......................................................................................... 9. Net gains (losses) recognized in earnings on credit derivatives that economically hedge credit exposures held outside the trading account: a. Net gains (losses) on credit derivatives held for trading....................................................................................... b. Net gains (losses) on credit derivatives held for purposes other than trading...................................................... 10. Credit losses on derivatives (see instructions).......................................................................................................... 11. Does the reporting bank have a Subchapter S election in effect for federal income tax purposes for the current tax year?............................................................................................................................................................................... 12. Noncash income from negative amortization on closed-end loans secured by 1-4 family residential properties (included in Schedule RI, item 1.a.(1)(a)(1))................................................................................................................... 13. Net gains (losses) recognized in earnings on assets and liabilities that are reported at fair value under a fair value option: a. Net gains (losses) on assets................................................................................................................................ 1. Estimated net gains (losses) on loans attributable to changes in instrument-specific credit risk.................. b. Net gains (losses) on liabilities............................................................................................................................. 1. Estimated net gains (losses) on liabilities attributable to changes in instrument-specific credit risk............. 14. Other-than-temporary impairment losses on held-to-maturity and available-for-sale debt securities: a. Total other-than-temporary impairment losses..................................................................................................... b. Portion of losses recognized in other comprehensive income (before income taxes).......................................... c. Net impairment losses recognized in earnings (included in Schedule RI, items 6.a and 6.b) (Memorandum item 14.a minus Memorandum item 14.b)....................................................................................................................... 15. Components of service charges on deposit accounts in domestic offices (sum of Memorandum items 15.a through 15.d must equal Schedule RI, item 5.b): a. Consumer overdraft-related service charges levied on those transaction account and nontransaction savings account deposit products intended primarily for individuals for personal, household, or family use........................ b. Consumer account periodic maintenance charges levied on those transaction account and nontransaction savings account deposit products intended primarily for individuals for personal, household, or family use........... c. Consumer customer automated teller machine (ATM) fees levied on those transaction account and nontransaction savings account deposit products intended primarily for individuals for personal, household, or family use........... d. All other service charges on deposit accounts..................................................................................................... RIADK094 14,323 M.8.g. M.9. 0 M.9.a. RIADC889 42,895 M.9.b. RIADC890 0 M.10. RIADA251 No M.11. RIADA530 NR M.12. RIADF228 M.13. -10,363 M.13.a. RIADF551 0 M.13.a.1. RIADF552 38,614 M.13.b. RIADF553 247,417 M.13.b.1. RIADF554 M.14. 0 M.14.a. RIADJ319 0 M.14.b. RIADJ320 0 M.14.c. RIADJ321 M.15. 4,820 M.15.a. RIADH032 31,839 M.15.b. RIADH033 0 M.15.c. RIADH034 94,120 M.15.d. RIADH035 Schedule RI-A - Changes in Bank Equity Capital Dollar amounts in thousands 1. Total bank equity capital most recently reported for the December 31, 2014, Reports of Condition and Income (i.e., after adjustments from amended Reports of Income)..................................................................................................... 2. Cumulative effect of changes in accounting principles and corrections of material accounting errors........................ 3. Balance end of previous calendar year as restated (sum of items 1 and 2)................................................................ 4. Net income (loss) attributable to bank (must equal Schedule RI, item 14).................................................................. 5. Sale, conversion, acquisition, or retirement of capital stock, net (excluding treasury stock transactions)................... 6. Treasury stock transactions, net.................................................................................................................................. 7. Changes incident to business combinations, net......................................................................................................... 8. LESS: Cash dividends declared on preferred stock.................................................................................................... 9. LESS: Cash dividends declared on common stock..................................................................................................... 10. Other comprehensive income.................................................................................................................................... 11. Other transactions with stockholders (including a parent holding company) (not included in items 5, 6, 8, or 9 above).............................................................................................................................................................................. 12. Total bank equity capital end of current period (sum of items 3 through 11) (must equal Schedule RC, item 27.a).. 18,975,245 1. RIAD3217 0 2. RIADB507 18,975,245 3. RIADB508 410,806 4. RIAD4340 4,900,000 5. RIADB509 0 6. RIADB510 0 7. RIAD4356 103,841 8. RIAD4470 0 9. RIAD4460 -406,390 10. RIADB511 -1,042 11. RIAD4415 23,774,778 12. RIAD3210

HSBC BANK USA, NATIONAL ASSOCIATION RSSD-ID 413208 Last Updated on 2/8/2016 FFIEC 031 Report Date 12/31/2015 11 Schedule RI-B Part I - Charge-offs and Recoveries on Loans and Leases (Column A) Charge-offs(Column B) Recoveries Calendar Dollar amounts in thousands Calendar year-to-date year-to-date 1. 1.a. 0 0 1.a.1. RIADC891 RIADC892 1. 1-4 family residential construction loans................................................................. 2. Other construction loans and all land development and other land loans............... b. Secured by farmland in domestic offices........................................................................ c. Secured by 1-4 family residential properties in domestic offices: 1. Revolving, open-end loans secured by 1-4 family residential properties and extended under lines of credit..................................................................................................... 2. Closed-end loans secured by 1-4 family residential properties: a. Secured by first liens........................................................................................ b. Secured by junior liens..................................................................................... d. Secured by multifamily (5 or more) residential properties in domestic offices................ e. Secured by nonfarm nonresidential properties in domestic offices: 1. Loans secured by owner-occupied nonfarm nonresidential properties................... 2. Loans secured by other nonfarm nonresidential properties.................................... f. In foreign offices.............................................................................................................. 2. Loans to depository institutions and acceptances of other banks: a. To U.S. banks and other U.S. depository institutions...................................................... b. To foreign banks.............................................................................................................. 3. Loans to finance agricultural production and other loans to farmers..................................... 4. Commercial and industrial loans: a. To U.S. addressees (domicile)........................................................................................ b. To non-U.S. addressees (domicile)................................................................................. 5. Loans to individuals for household, family, and other personal expenditures: a. Credit cards.................................................................................................................... b. Automobile loans............................................................................................................ c. Other (includes revolving credit plans other than credit cards and other consumer loans)................................................................................................................................. 6. Loans to foreign governments and official institutions........................................................... 7. All other loans........................................................................................................................ 8. Lease financing receivables: a. Leases to individuals for household, family, and other personal expenditures............... b. All other leases............................................................................................................... 9. Total (sum of items 1 through 8)............................................................................................ 40 2,734 1.a.2. RIADC893 RIADC894 0 0 1.b. RIAD3584 RIAD3585 1.c. 6,289 3,040 1.c.1. RIAD5411 RIAD5412 1.c.2. 35,670 10,769 1.c.2.a. RIADC234 RIADC217 2,171 930 1.c.2.b. RIADC235 RIADC218 457 29 1.d. RIAD3588 RIAD3589 1.e. 0 0 1.e.1. RIADC895 RIADC896 1,741 2,198 1.e.2. RIADC897 RIADC898 0 0 1.f. RIADB512 RIADB513 2. 0 0 2.a. RIAD4653 RIAD4663 0 0 2.b. RIAD4654 RIAD4664 0 5 3. RIAD4655 RIAD4665 4. 35,480 8,171 4.a. RIAD4645 RIAD4617 40,000 0 4.b. RIAD4646 RIAD4618 5. 31,591 5,376 5.a. RIADB514 RIADB515 31 0 5.b. RIADK129 RIADK133 11,547 1,892 5.c. RIADK205 RIADK206 0 0 6. RIAD4643 RIAD4627 1,808 2,862 7. RIAD4644 RIAD4628 8. 0 0 8.a. RIADF185 RIADF187 0 0 8.b. RIADC880 RIADF188 166,825 38,006 9. RIAD4635 RIAD4605 Memoranda 1. Loans to finance commercial real estate, construction, and land development activities (not secured by real estate) included in Schedule RI-B, part I, items 4 and 7, above...................... 2. Loans secured by real estate to non-U.S. addressees (domicile) (included in Schedule RI-B, part I, item 1, above).................................................................................................................. 3. Not applicable 0 0 M.1. RIAD5409 RIAD5410 RIAD4652 0 RIAD4662 0 M.2. M.3. Schedule RI-B Part I - Charge-offs and Recoveries on Loans and Leases Memoranda Dollar amounts in thousands 4. Uncollectible retail credit card fees and finance charges reversed against income (i.e., not included in charge-offs against the allowance for loan and lease losses)............................................................................................................ RIADC388 6,227 M.4. 1. Loans secured by real estate: a. Construction, land development, and other land loans in domestic offices:

HSBC BANK USA, NATIONAL ASSOCIATION RSSD-ID 413208 Last Updated on 2/8/2016 FFIEC 031 Report Date 12/31/2015 12 Schedule RI-B Part II - Changes in Allowance for Loan and Lease Losses Dollar amounts in thousands 1. Balance most recently reported for the December 31, 2014, Reports of Condition and Income (i.e., after adjustments from amended Reports of Income)................................................................................................................................. 2. Recoveries (must equal part I, item 9, column B, above)............................................................................................ 3. LESS: Charge-offs (must equal part I, item 9, column A, above less Schedule RI-B, part II, item 4)......................... 4. LESS: Write-downs arising from transfers of loans to a held-for-sale account............................................................ 5. Provision for loan and lease losses (must equal Schedule RI, item 4)........................................................................ 6. Adjustments (see instructions for this schedule)......................................................................................................... 7. Balance end of current period (sum of items 1, 2, 5, and 6, less items 3 and 4) (must equal Schedule RC, item 4.c).................................................................................................................................................................................. RIADB522 680,281 1. RIAD4605 38,006 2. RIADC079 166,515 3. RIAD5523 310 4. RIAD4230 360,941 5. RIADC233 0 6. RIAD3123 912,403 7. Memoranda 1. Allocated transfer risk reserve included in Schedule RI-B, part II, item 7, above........................................................ 2. Separate valuation allowance for uncollectible retail credit card fees and finance charges........................................ 3. Amount of allowance for loan and lease losses attributable to retail credit card fees and finance charges................ 4. Amount of allowance for post-acquisition credit losses on purchased credit-impaired loans accounted for in accordance with FASB ASC 310-30 (former AICPA Statement of Position 03-3) (included in Schedule RI-B, Part II, item 7, above). RIADC435 0 M.1. RIADC389 0 M.2. RIADC390 2,159 M.3. RIADC781 1,353 M.4.

HSBC BANK USA, NATIONAL ASSOCIATION RSSD-ID 413208 Last Updated on 2/8/2016 FFIEC 031 Report Date 12/31/2015 13 Schedule RI-C - Disaggregated Data on the Allowance for Loan and Lease Losses 1. RCFDM708 RCFDM709 RCFDM710 RCFDM711 RCFDM712 RCFDM713 8,928 0 1,322,576 10,258 0 0 1.a. a. Construction loans............................................................................................. RCFDM714 RCFDM715 RCFDM716 RCFDM717 RCFDM719 RCFDM720 89,001 0 6,732,737 44,010 0 0 1.b. b. Commercial real estate loans............................................................................. RCFDM721 RCFDM722 RCFDM723 RCFDM724 RCFDM725 RCFDM726 1,083,236 34,095 20,036,741 56,221 70,333 1,353 1.c. c. Residential real estate loans.............................................................................. RCFDM727 RCFDM728 RCFDM729 RCFDM730 RCFDM731 RCFDM732 266,813 53,406 47,494,388 671,450 0 0 2. 2. Commercial loans...................................................................................................... RCFDM733 RCFDM734 RCFDM735 RCFDM736 RCFDM737 RCFDM738 5,128 1,224 693,644 32,099 0 0 3. 3. Credit cards............................................................................................................... RCFDM739 RCFDM740 RCFDM741 RCFDM742 RCFDM743 RCFDM744 0 0 398,548 8,287 0 0 4. 4. Other consumer loans............................................................................................... 5. 5. Unallocated, if any..................................................................................................... RCFDM746 RCFDM747 RCFDM748 RCFDM749 RCFDM750 RCFDM751 1,453,106 88,725 76,678,634 822,325 70,333 1,353 6. 6. Total (for each column, sum of items 1.a through 5).................................................. RCFDM745 0 Dollar amounts in thousands (Column A) (Column B)(Column C)(Column D)(Column E) (Column F) RecordedAllowance Balance:RecordedAllowance Balance: RecordedAllowance Balance: Investment:IndividuallyInvestment: Collectively Investment:Purchased Individually Evaluated forCollectively Evaluated for PurchasedCredit-Impaired Evaluated forImpairment andEvaluated forImpairment (ASCCredit-Impaired Loans (ASC 310-30) Impairment andDetermined to beImpairment (ASC450-20)Loans (ASC 310-30) Determined to be Impaired (ASC450-20) Impaired (ASC310-10-35) 310-10-35) 1. Real estate loans:

HSBC BANK USA, NATIONAL ASSOCIATION RSSD-ID 413208 Last Updated on 2/8/2016 FFIEC 031 Report Date 12/31/2015 14 Schedule RI-D - Income from Foreign Offices Dollar amounts in thousands 0 1. RIADC899 1. Total interest income in foreign offices......................................................................................................................... 2. Total interest expense in foreign offices....................................................................................................................... 3. Provision for loan and lease losses in foreign offices.................................................................................................. 4. Noninterest income in foreign offices: a. Trading revenue.................................................................................................................................................... b. Investment banking, advisory, brokerage, and underwriting fees and commissions............................................ c. Net securitization income..................................................................................................................................... d. Other noninterest income..................................................................................................................................... 5. Realized gains (losses) on held-to-maturity and available-for-sale securities in foreign offices.................................. 6. Total noninterest expense in foreign offices................................................................................................................. 7. Adjustments to pretax income in foreign offices for internal allocations to foreign offices to reflect the effects of equity capital on overall bank funding costs............................................................................................................................... 8. Applicable income taxes (on items 1 through 7).......................................................................................................... 9. Extraordinary items and other adjustments, net of income taxes, in foreign offices.................................................... 10. Net income attributable to foreign offices before internal allocations of income and expense (item 1 plus or minus items 2 through 9)........................................................................................................................................................... 11. Not applicable 12. Eliminations arising from the consolidation of foreign offices with domestic offices.................................................. 13. Consolidated net income attributable to foreign offices (sum of items 10 and 12).................................................... RIADC900 0 2. RIADC901 0 3. 4. RIADC902 0 4.a. RIADC903 0 4.b. RIADC904 0 4.c. RIADC905 0 4.d. RIADC906 0 5. RIADC907 0 6. RIADC908 0 7. RIADC909 0 8. RIADC910 0 9. RIADC911 0 10. 11. RIADC913 0 12. RIADC914 0 13. Schedule RI-E - Explanations Dollar amounts in thousands 1. RIADC013 0 1.a. a. Income and fees from the printing and sale of checks......................................................................................... b. Earnings on/increase in value of cash surrender value of life insurance.............................................................. c. Income and fees from automated teller machines (ATMs)................................................................................... d. Rent and other income from other real estate owned.......................................................................................... e. Safe deposit box rent............................................................................................................................................ f. Net change in the fair values of financial instruments accounted for under a fair value option............................. g. Bank card and credit card interchange fees......................................................................................................... h. Gains on bargain purchases................................................................................................................................ i. Disclose component and the dollar amount of that component: RIADC014 0 1.b. RIADC016 0 1.c. RIAD4042 0 1.d. RIADC015 0 1.e. RIADF229 233,542 1.f. RIADF555 77,100 1.g. RIADJ447 0 1.h. 1.i. Income from Affiliates TEXT4461 1.i.1. 1. Describe component..................................................................................................................................... 2. Amount of component................................................................................................................................... j. Disclose component and the dollar amount of that component: 171,020 1.i.2. RIAD4461 1.j. Commitment facility line fees TEXT4462 1.j.1. 1. Describe component..................................................................................................................................... 2. Amount of component................................................................................................................................... k. Disclose component and the dollar amount of that component: 1. Describe component..................................................................................................................................... 2. Amount of component................................................................................................................................... 2. Other noninterest expense (from Schedule RI, item 7.d) Itemize and describe amounts greater than $25,000 that exceed 3% of Schedule RI, item 7.d: a. Data processing expenses................................................................................................................................... b. Advertising and marketing expenses.................................................................................................................... c. Directors' fees....................................................................................................................................................... d. Printing, stationery, and supplies.......................................................................................................................... e. Postage................................................................................................................................................................ 178,699 1.j.2. RIAD4462 1.k. Click here for value 1.k.1. TEXT4463 157,320 1.k.2. RIAD4463 2. 0 2.a. RIADC017 60,107 2.b. RIAD0497 0 2.c. RIAD4136 0 2.d. RIADC018 0 2.e. RIAD8403 1. Other noninterest income (from Schedule RI, item 5.l) Itemize and describe amounts greater than $25,000 that exceed 3% of Schedule RI, item 5.l:

HSBC BANK USA, NATIONAL ASSOCIATION RSSD-ID 413208 Last Updated on 2/8/2016 FFIEC 031 Report Date 12/31/2015 15 Dollar amounts in thousands RIAD4141 89,202 2.f. f. Legal fees and expenses....................................................................................................................................... g. FDIC deposit insurance assessments.................................................................................................................. h. Accounting and auditing expenses....................................................................................................................... i. Consulting and advisory expenses........................................................................................................................ j. Automated teller machine (ATM) and interchange expenses................................................................................ k. Telecommunications expenses............................................................................................................................. l. Disclose component and the dollar amount of that component: 1. Describe component..................................................................................................................................... 2. Amount of component................................................................................................................................... m. Disclose component and the dollar amount of that component: RIAD4146 CONF 2.g. RIADF556 0 2.h. RIADF557 0 2.i. RIADF558 0 2.j. RIADF559 0 2.k. 2.l. TEXT4464 Click here for value 2.l.1. RIAD4464 1,486,711 2.l.2. 2.m. Service contracts outsourced TEXT4467 2.m.1. 1. Describe component..................................................................................................................................... 2. Amount of component................................................................................................................................... n. Disclose component and the dollar amount of that component: 1. Describe component..................................................................................................................................... 2. Amount of component................................................................................................................................... 3. Extraordinary items and other adjustments and applicable income tax effect (from Schedule RI, item 11): a. Disclose component, the gross dollar amount of that component, and its related income tax: 1. Describe component..................................................................................................................................... 2. Amount of component................................................................................................................................... 3. Applicable income tax effect......................................................................................................................... b. Disclose component, the gross dollar amount of that component, and its related income tax: 1. Describe component..................................................................................................................................... 2. Amount of component................................................................................................................................... 3. Applicable income tax effect......................................................................................................................... c. Disclose component, the gross dollar amount of that component, and its related income tax: 1. Describe component..................................................................................................................................... 2. Amount of component................................................................................................................................... 3. Applicable income tax effect......................................................................................................................... 4. Cumulative effect of changes in accounting principles and corrections of material accounting errors (from Schedule RI-A, item 2) (itemize and describe all such effects): a. Disclose component and the dollar amount of that component: 1. Describe component..................................................................................................................................... 2. Amount of component................................................................................................................................... b. Disclose component and the dollar amount of that component: 1. Describe component..................................................................................................................................... 2. Amount of component................................................................................................................................... 5. Other transactions with stockholders (including a parent holding company) (from Schedule RI-A, item 11) (itemize and describe all such transactions): a. Disclose component and the dollar amount of that component: 1. Describe component..................................................................................................................................... 2. Amount of component................................................................................................................................... b. Disclose component and the dollar amount of that component: 1. Describe component..................................................................................................................................... 2. Amount of component................................................................................................................................... 6. Adjustments to allowance for loan and lease losses (from Schedule RI-B, part II, item 6) (itemize and describe all adjustments): a. Disclose component and the dollar amount of that component: 1. Describe component..................................................................................................................................... 2. Amount of component................................................................................................................................... b. Disclose component and the dollar amount of that component: 1. Describe component..................................................................................................................................... RIAD4467 71,211 2.m.2. 2.n. TEXT4468 2.n.1. RIAD4468 0 2.n.2. 3. 3.a. TEXT4469 3.a.1. RIAD4469 0 3.a.2. RIAD4486 0 3.a.3. 3.b. TEXT4487 3.b.1. RIAD4487 0 3.b.2. RIAD4488 0 3.b.3. 3.c. TEXT4489 3.c.1. RIAD4489 0 3.c.2. RIAD4491 0 3.c.3. 4. 4.a. TEXTB526 4.a.1. RIADB526 0 4.a.2. 4.b. TEXTB527 4.b.1. RIADB527 0 4.b.2. 5. 5.a. TEXT4498 Click here for value 5.a.1. RIAD4498 -1,041 5.a.2. 5.b. TEXT4499 5.b.1. RIAD4499 0 5.b.2. 6. 6.a. TEXT4521 6.a.1. RIAD4521 0 6.a.2. 6.b. TEXT4522 6.b.1.

HSBC BANK USA, NATIONAL ASSOCIATION RSSD-ID 413208 Last Updated on 2/8/2016 FFIEC 031 Report Date 12/31/2015 16 Dollar amounts in thousands RIAD4522 0 6.b.2. 2. Amount of component................................................................................................................................... 7. Other explanations (the space below is provided for the bank to briefly describe, at its option, any other significant items affecting the Report of Income): a. Comments?.......................................................................................................................................................... b. Other explanations............................................................................................................................................... 7. No 7.a. RIAD4769 Click here for value 7.b. TEXT4769 (TEXT4463) Non-deposit customer related service fees (TEXT4464) Operating expenses paid to Affiliates (TEXT4498) Employee benefit plans and other (TEXT4769) Fee income from letters of credit $74,582, Fee income-syndication fees $99,652 and Net gain on credit derivatives that economically hedge credit exposures held outside the trading account $42,985

HSBC BANK USA, NATIONAL ASSOCIATION RSSD-ID 413208 Last Updated on 2/8/2016 FFIEC 031 Report Date 12/31/2015 17 Schedule RC - Balance Sheet Dollar amounts in thousands 1. RCFD0081 969,118 1.a. a. Noninterest-bearing balances and currency and coin.......................................................................................... b. Interest-bearing balances..................................................................................................................................... 2. Securities: a. Held-to-maturity securities (from Schedule RC-B, column A).............................................................................. b. Available-for-sale securities (from Schedule RC-B, column D)............................................................................ 3. Federal funds sold and securities purchased under agreements to resell: a. Federal funds sold in domestic offices................................................................................................................. b. Securities purchased under agreements to resell................................................................................................ 4. Loans and lease financing receivables (from Schedule RC-C): a. Loans and leases held for sale............................................................................................................................. b. Loans and leases, net of unearned income......................................................................................................... c. LESS: Allowance for loan and lease losses.......................................................................................................... d. Loans and leases, net of unearned income and allowance (item 4.b minus 4.c)................................................. 5. Trading assets (from Schedule RC-D)......................................................................................................................... 6. Premises and fixed assets (including capitalized leases)............................................................................................ 7. Other real estate owned (from Schedule RC-M)......................................................................................................... 8. Investments in unconsolidated subsidiaries and associated companies..................................................................... 9. Direct and indirect investments in real estate ventures............................................................................................... 10. Intangible assets: a. Goodwill................................................................................................................................................................ b. Other intangible assets (from Schedule RC-M).................................................................................................... 11. Other assets (from Schedule RC-F).......................................................................................................................... 12. Total assets (sum of items 1 through 11)................................................................................................................... 13. Deposits: a. In domestic offices (sum of totals of columns A and C from Schedule RC-E, part I)........................................... 1. Noninterest-bearing...................................................................................................................................... 2. Interest-bearing............................................................................................................................................. b. In foreign offices, Edge and Agreement subsidiaries, and IBFs (from Schedule RC-E, part II)........................... 1. Noninterest-bearing...................................................................................................................................... 2. Interest-bearing............................................................................................................................................. 14. Federal funds purchased and securities sold under agreements to repurchase: a. Federal funds purchased in domestic offices....................................................................................................... b. Securities sold under agreements to repurchase................................................................................................. 15. Trading liabilities (from Schedule RC-D).................................................................................................................... 16. Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases) (from Schedule RC-M).............................................................................................................................................................................. 17. Not applicable 18. Not applicable 19. Subordinated notes and debentures......................................................................................................................... 20. Other liabilities (from Schedule RC-G)...................................................................................................................... 21. Total liabilities (sum of items 13 through 20).............................................................................................................. 22. Not applicable 23. Perpetual preferred stock and related surplus........................................................................................................... 24. Common stock........................................................................................................................................................... 25. Surplus (exclude all surplus related to preferred stock)............................................................................................. 26. Not available a. Retained earnings................................................................................................................................................ b. Accumulated other comprehensive income.......................................................................................................... RCFD0071 7,425,565 1.b. 2. RCFD1754 14,020,035 2.a. RCFD1773 35,521,945 2.b. 3. RCONB987 0 3.a. RCFDB989 19,846,612 3.b. 4. RCFD5369 2,095,330 4.a. RCFDB528 78,202,073 4.b. RCFD3123 912,403 4.c. RCFDB529 77,289,670 4.d. RCFD3545 17,174,568 5. RCFD2145 230,209 6. RCFD2150 29,406 7. RCFD2130 39,824 8. RCFD3656 8 9. 10. RCFD3163 1,611,655 10.a. RCFD0426 180,505 10.b. RCFD2160 6,703,765 11. RCFD2170 183,138,215 12. 13. RCON2200 123,770,634 13.a. RCON6631 29,601,642 13.a.1. RCON6636 94,168,992 13.a.2. RCFN2200 11,627,668 13.b. RCFN6631 746,721 13.b.1. RCFN6636 10,880,947 13.b.2. 14. RCONB993 0 14.a. RCFDB995 2,986,259 14.b. RCFD3548 7,457,956 15. RCFD3190 5,802,427 16. 17. 18. RCFD3200 4,549,148 19. RCFD2930 3,169,085 20. RCFD2948 159,363,177 21. 22. RCFD3838 2,500,000 23. RCFD3230 2,002 24. RCFD3839 18,507,263 25. 26. RCFD3632 3,175,372 26.a. RCFDB530 -409,859 26.b. 1. Cash and balances due from depository institutions (from Schedule RC-A):

HSBC BANK USA, NATIONAL ASSOCIATION RSSD-ID 413208 Last Updated on 2/8/2016 FFIEC 031 Report Date 12/31/2015 18 Dollar amounts in thousands RCFDA130 0 26.c. c. Other equity capital components.......................................................................................................................... 27. Not available a. Total bank equity capital (sum of items 23 through 26.c)..................................................................................... b. Noncontrolling (minority) interests in consolidated subsidiaries........................................................................... 28. Total equity capital (sum of items 27.a and 27.b)...................................................................................................... 29. Total liabilities and equity capital (sum of items 21 and 28)....................................................................................... 27. RCFD3210 23,774,778 27.a. RCFD3000 260 27.b. RCFDG105 23,775,038 28. RCFD3300 183,138,215 29. Memoranda 1. Indicate in the box at the right the number of the statement below that best describes the most comprehensive level of auditing work performed for the bank by independent external auditors as of any date during 2014......................... 2. Bank's fiscal year-end date.......................................................................................................................................... RCFD6724 NR M.1. NR M.2. RCON8678 Schedule RC-A - Cash and Balances Due From Depository Institutions Dollar amounts in thousands (Column A) Consolidated Bank (Column B) Domestic Offices 1. 1.a. 1.b. 2. 2.a. 2.b. 3. 3.a. 3.b. 6,656,024 5,655,751 4. RCFD0090 RCON0090 4. Balances due from Federal Reserve Banks.......................................................................... 5. Total....................................................................................................................................... 8,394,683 7,391,088 5. RCFD0010 RCON0010 1. Cash items in process of collection, unposted debits, and currency and coin....................... RCFD0022722,414 a. Cash items in process of collection and unposted debits............................................... b. Currency and coin.......................................................................................................... 2. Balances due from depository institutions in the U.S............................................................. RCON0020318,727 RCON0080403,454 RCON0082285,133 a. U.S. branches and agencies of foreign banks (including their IBFs).............................. b. Other commercial banks in the U.S. and other depository institutions in the U.S. (including their IBFs)........................................................................................................................... RCFD008326 RCFD0085285,107 3. Balances due from banks in foreign countries and foreign central banks.............................. RCON0070728,023 a. Foreign branches of other U.S. banks............................................................................ b. Other banks in foreign countries and foreign central banks........................................... RCFD00730 RCFD0074731,112

HSBC BANK USA, NATIONAL ASSOCIATION RSSD-ID 413208 Last Updated on 2/8/2016 FFIEC 031 Report Date 12/31/2015 19 Schedule RC-B - Securities 0 RCFD0213 0 RCFD1286 17,026,478 RCFD1287 16,896,492 1. 1. U.S. Treasury securities.............................................................. RCFD0211 2. U.S. Government agency obligations (exclude mortgage-backed securities): 2. a. Issued by U.S. Government agencies.................................. RCFD1289 0 RCFD1290 0 RCFD1291 0 RCFD1293 0 2.a. b. Issued by U.S. Government-sponsored agencies................ RCFD1294 0 RCFD1295 0 RCFD1297 4,133,270 RCFD1298 4,243,536 2.b. 3. Securities issued by states and political subdivisions in the U.S.................................................................................................. 4. Mortgage-backed securities (MBS): a. Residential mortgage pass-through securities: RCFD8496 15,994 RCFD8497 16,817 RCFD8498 93,492 RCFD8499 96,002 3. 4. 4.a. 1. Guaranteed by GNMA.................................................. RCFDG300 3,267,386 RCFDG301 3,275,168 RCFDG302 10,647,961 RCFDG303 10,509,895 4.a.1. 2. Issued by FNMA and FHLMC...................................... RCFDG304 2,944,963 RCFDG305 2,956,301 RCFDG306 1,450,834 RCFDG307 1,440,534 4.a.2. 3. Other pass-through securities...................................... RCFDG308 0 RCFDG309 0 RCFDG310 298 RCFDG311 298 4.a.3. b. Other residential mortgage-backed securities (include CMOs, REMICs, and stripped MBS): 4.b. 1. Issued or guaranteed by U.S. Government agencies or RCFDG312 sponsored agencies......................................................... 5,389,614 RCFDG313 5,491,355 RCFDG314 416,092 RCFDG315 411,861 4.b.1. 2. Collateralized by MBS issued or guaranteed by U.S. Government agencies or sponsored agencies................. 0 RCFDG317 0 RCFDG318 0 RCFDG319 0 4.b.2. RCFDG316 6,951 RCFDG321 7,596 RCFDG322 0 RCFDG323 0 4.b.3. 3. All other residential MBS.............................................. RCFDG320 c. Commercial MBS: 1. Commercial mortgage pass-through securities: a. Issued or guaranteed by FNMA, FHLMC, or GNMA....................................................................... 4.c. 4.c.1. 0 RCFDK143 0 RCFDK144 0 RCFDK145 0 4.c.1.a. RCFDK142 0 RCFDK147 0 RCFDK148 0 RCFDK149 0 4.c.1.b. b. Other pass-through securities............................... RCFDK146 4.c.2. 2. Other commercial MBS: a. Issued or guaranteed by U.S. Government agencies or sponsored agencies.............................. 2,395,127 RCFDK151 2,413,761 RCFDK152 1,036,149 RCFDK153 1,042,232 4.c.2.a. RCFDK150 0 RCFDK155 0 RCFDK156 8,739 RCFDK157 8,723 4.c.2.b. b. All other commercial MBS..................................... RCFDK154 5. 5. Asset-backed securities and structured financial products: 0 RCFDC988 0 RCFDC989 192,778 RCFDC027 164,276 5.a. a. Asset-backed securities (ABS)............................................ RCFDC026 5.b. b. Structured financial products: 0 RCFDG337 0 RCFDG338 0 RCFDG339 0 5.b.1. 1. Cash............................................................................. RCFDG336 0 RCFDG341 0 RCFDG342 0 RCFDG343 0 5.b.2. 2. Synthetic....................................................................... RCFDG340 0 RCFDG345 0 RCFDG346 0 RCFDG347 0 5.b.3. 3. Hybrid........................................................................... RCFDG344 6. 6. Other debt securities: 0 RCFD1738 0 RCFD1739 0 RCFD1741 0 6.a. a. Other domestic debt securities............................................ RCFD1737 0 RCFD1743 0 RCFD1744 548,168 RCFD1746 546,676 6.b. b. Other foreign debt securities................................................ RCFD1742 7. Investments in mutual funds and other equity securities with readily determinable fair values...................................................... 8. Total (sum of items 1 through 7) (total of column A must equal Schedule RC, item 2.a) (total of column D must equal Schedule RC, item 2.b)................................................................................... 7. 8. RCFDA510160,879 RCFDA511161,420 RCFD1754 14,020,035 RCFD1771 14,160,998 RCFD1772 35,715,138 RCFD1773 35,521,945 Dollar amounts in thousands (Column A)(Column B)(Column C)(Column D) Held-to-maturityHeld-to-maturity FairAvailable-for-saleAvailable-for-sale Fair Amortized CostValueAmortized CostValue

HSBC BANK USA, NATIONAL ASSOCIATION RSSD-ID 413208 Last Updated on 2/8/2016 FFIEC 031 Report Date 12/31/2015 20 Schedule RC-B - Securities Memoranda Dollar amounts in thousands 14,384,874 M.1. RCFD0416 1. Pledged securities....................................................................................................................................................... 2. Maturity and repricing data for debt securities (excluding those in nonaccrual status): a. Securities issued by the U.S. Treasury, U.S. Government agencies, and states and political subdivisions in the U.S.; other non-mortgage debt securities; and mortgage pass-through securities other than those backed by closed-end first lien 1-4 family residential mortgages with a remaining maturity or next repricing date of: 1. Three months or less.................................................................................................................................... 2. Over three months through 12 months......................................................................................................... 3. Over one year through three years............................................................................................................... 4. Over three years through five years.............................................................................................................. 5. Over five years through 15 years.................................................................................................................. 6. Over 15 years................................................................................................................................................ b. Mortgage pass-through securities backed by closed-end first lien 1-4 family residential mortgages with a remaining maturity or next repricing date of: 1. Three months or less.................................................................................................................................... 2. Over three months through 12 months......................................................................................................... 3. Over one year through three years............................................................................................................... 4. Over three years through five years.............................................................................................................. 5. Over five years through 15 years.................................................................................................................. 6. Over 15 years................................................................................................................................................ c. Other mortgage-backed securities (include CMOs, REMICs, and stripped MBS; exclude mortgage pass-through securities) with an expected average life of: 1. Three years or less....................................................................................................................................... 2. Over three years........................................................................................................................................... d. Debt securities with a REMAINING MATURITY of one year or less (included in Memorandum items 2.a through 2.c above)................................................................................................................................................................ 3. Amortized cost of held-to-maturity securities sold or transferred to available-for-sale or trading securities during the calendar year-to-date (report the amortized cost at date of sale or transfer).................................................................. 4. Structured notes (included in the held-to-maturity and available-for-sale accounts in Schedule RC-B, items 2, 3, 5, and 6): a. Amortized cost..................................................................................................................................................... b. Fair value.............................................................................................................................................................. M.2. M.2.a. 75,534 M.2.a.1. RCFDA549 1,509,187 M.2.a.2. RCFDA550 766,821 M.2.a.3. RCFDA551 7,427,934 M.2.a.4. RCFDA552 8,753,791 M.2.a.5. RCFDA553 3,429,709 M.2.a.6. RCFDA554 M.2.b. 64,555 M.2.b.1. RCFDA555 19 M.2.b.2. RCFDA556 6,047 M.2.b.3. RCFDA557 50,819 M.2.b.4. RCFDA558 2,657,975 M.2.b.5. RCFDA559 15,383,661 M.2.b.6. RCFDA560 M.2.c. 1,216,900 M.2.c.1. RCFDA561 8,037,608 M.2.c.2. RCFDA562 1,509,206 M.2.d. RCFDA248 0 M.3. RCFD1778 M.4. 0 M.4.a. RCFD8782 0 M.4.b. RCFD8783

HSBC BANK USA, NATIONAL ASSOCIATION RSSD-ID 413208 Last Updated on 2/8/2016 FFIEC 031 Report Date 12/31/2015 21 Schedule RC-B - Securities Memoranda M.5. 0 RCFDB839 0 RCFDB840 0 RCFDB841 0 M.5.a. a. Credit card receivables........................................................ RCFDB838 0 RCFDB843 0 RCFDB844 83,113 RCFDB845 75,534 M.5.b. b. Home equity lines................................................................ RCFDB842 0 RCFDB847 0 RCFDB848 0 RCFDB849 0 M.5.c. c. Automobile loans................................................................. RCFDB846 0 RCFDB851 0 RCFDB852 0 RCFDB853 0 M.5.d. d. Other consumer loans......................................................... RCFDB850 0 RCFDB855 0 RCFDB856 0 RCFDB857 0 M.5.e. e. Commercial and industrial loans......................................... RCFDB854 0 RCFDB859 0 RCFDB860 109,665 RCFDB861 88,742 M.5.f. f. Other..................................................................................... RCFDB858 6. Structured financial products by underlying collateral or reference assets (for each column, sum of Memorandum items 6.a through 6.g must equal Schedule RC-B, sum of items 5.b(1) through(3)): M.6. a. Trust preferred securities issued by financial institutions...... RCFDG348 0 RCFDG349 0 RCFDG350 0 RCFDG351 0 M.6.a. b. Trust preferred securities issued by real estate investment trusts........................................................................................ RCFDG352 0 RCFDG353 0 RCFDG354 0 RCFDG355 0 M.6.b. c. Corporate and similar loans................................................. RCFDG356 0 RCFDG357 0 RCFDG358 0 RCFDG359 0 M.6.c. d. 1-4 family residential MBS issued or guaranteed by U.S. government-sponsored enterprises (GSEs)............................ e. 1-4 family residential MBS not issued or guaranteed by GSEs....................................................................................... RCFDG360 0 RCFDG361 0 RCFDG362 0 RCFDG363 0 M.6.d. RCFDG364 0 RCFDG365 0 RCFDG366 0 RCFDG367 0 M.6.e. f. Diversified (mixed) pools of structured financial products...... RCFDG368 0 RCFDG369 0 RCFDG370 0 RCFDG371 0 M.6.f. g. Other collateral or reference assets..................................... RCFDG372 0 RCFDG373 0 RCFDG374 0 RCFDG375 0 M.6.g. Dollar amounts in thousands (Column A)(Column B)(Column C)(Column D) Held-to-maturityHeld-to-maturity FairAvailable-for-saleAvailable-for-sale Fair Amortized CostValueAmortized CostValue 5. Asset-backed securities (ABS) (for each column, sum of Memorandum items 5.a through 5.f must equal Schedule RC-B, item 5.a):

HSBC BANK USA, NATIONAL ASSOCIATION RSSD-ID 413208 Last Updated on 2/8/2016 FFIEC 031 Report Date 12/31/2015 22 Schedule RC-C Part I - Loans and Leases Dollar amounts in thousands (Column A) Consolidated Bank (Column B) Domestic Offices 1. 1.a. 0 0 1.a.1. 1. 1-4 family residential construction loans................................................................. 2. Other construction loans and all land development and other land loans............... b. Secured by farmland (including farm residential and other improvements).................... c. Secured by 1-4 family residential properties: 1. Revolving, open-end loans secured by 1-4 family residential properties and extended under lines of credit..................................................................................................... 2. Closed-end loans secured by 1-4 family residential properties: a. Secured by first liens........................................................................................ b. Secured by junior liens..................................................................................... d. Secured by multifamily (5 or more) residential properties.............................................. e. Secured by nonfarm nonresidential properties: 1. Loans secured by owner-occupied nonfarm nonresidential properties................... 2. Loans secured by other nonfarm nonresidential properties.................................... 2. Loans to depository institutions and acceptances of other banks: a. To commercial banks in the U.S..................................................................................... 1. To U.S. branches and agencies of foreign banks.................................................... 2. To other commercial banks in the U.S..................................................................... b. To other depository institutions in the U.S....................................................................... c. To banks in foreign countries.......................................................................................... 1. To foreign branches of other U.S. banks.................................................................. 2. To other banks in foreign countries......................................................................... 3. Loans to finance agricultural production and other loans to farmers..................................... 4. Commercial and industrial loans: a. To U.S. addressees (domicile)........................................................................................ b. To non-U.S. addressees (domicile)................................................................................. 5. Not applicable 6. Loans to individuals for household, family, and other personal expenditures (i.e., consumer loans) (includes purchased paper): a. Credit cards.................................................................................................................... b. Other revolving credit plans............................................................................................ c. Automobile loans............................................................................................................ d. Other consumer loans (includes single payment and installment loans other than automobile loans, and all student loans)............................................................................ 7. Loans to foreign governments and official institutions (including foreign central banks)....... 8. Obligations (other than securities and leases) of states and political subdivisions in the U.S............................................................................................................................................. 9. Loans to nondepository financial institutions and other loans............................................... a. Loans to nondepository financial institutions.................................................................. b. Other loans: 1. Loans for purchasing or carrying securities (secured and unsecured)................... 2. All other loans (exclude consumer loans)............................................................... 10. Lease financing receivables (net of unearned income)....................................................... a. Leases to individuals for household, family, and other personal expenditures (i.e., consumer leases)............................................................................................................... b. All other leases............................................................................................................... 11. LESS: Any unearned income on loans reflected in items 1-9 above................................... 12. Total loans and leases, net of unearned income (item 12, column A must equal Schedule RC, sum of items 4.a and 4.b)................................................................................................... RCFDF158 RCONF158 1,331,504 1,331,504 1.a.2. RCFDF159 RCONF159 0 0 1.b. RCFD1420 RCON1420 1.c. 1,510,622 1,510,622 1.c.1. RCFD1797 RCON1797 1.c.2. 17,796,675 17,796,675 1.c.2.a. RCFD5367 RCON5367 89,734 89,734 1.c.2.b. RCFD5368 RCON5368 2,967,814 2,967,814 1.d. RCFD1460 RCON1460 1.e. 979,527 979,527 1.e.1. RCFDF160 RCONF160 6,573,195 6,573,195 1.e.2. RCFDF161 RCONF161 2. 2.a. 2.a.1. 2.a.2. 32 32 2.b. RCFDB534 RCONB534 2.c. 2.c.1. 2.c.2. 311,056 236,098 3. RCFD1590 RCON1590 4. 24,295,739 24,268,119 4.a. RCFD1763 RCON1763 11,304,369 10,615,789 4.b. RCFD1764 RCON1764 5. 6. 698,772 698,772 6.a. RCFDB538 RCONB538 96,811 96,811 6.b. RCFDB539 RCONB539 408 408 6.c. RCFDK137 RCONK137 381,520 233,281 6.d. RCFDK207 RCONK207 159,331 159,331 7. RCFD2081 RCON2081 0 0 8. RCFD2107 RCON2107 9. 9.a. 9.b. 9.b.1. 9.b.2. 10. 10.a. 10.b. 0 0 11. RCFD2123 RCON2123 80,297,403 79,260,724 12. RCFD2122 RCON2122 RCFD15638,249,094 RCONJ4547,599,721 RCON154527,363 RCONJ451524,728 RCON2165624 RCFDF1620 RCFDF163624 RCONB5353,431,619 RCFDB5360 RCFDB5373,431,619 RCONB531118,957 RCFDB5320 RCFDB533118,957 1. Loans secured by real estate.................................................................................................RCFD1410NR a. Construction, land development, and other land loans:

HSBC BANK USA, NATIONAL ASSOCIATION RSSD-ID 413208 Last Updated on 2/8/2016 FFIEC 031 Report Date 12/31/2015 23 Schedule RC-C Part I - Loans and Leases Memoranda Dollar amounts in thousands M.1. M.1.a. RCONK158 0 M.1.a.1. 1. 1-4 family residential construction loans....................................................................................................... 2. Other construction loans and all land development and other land loans..................................................... b. Loans secured by 1-4 family residential properties in domestic offices................................................................ c. Secured by multifamily (5 or more) residential properties in domestic offices...................................................... d. Secured by nonfarm nonresidential properties in domestic offices: 1. Loans secured by owner-occupied nonfarm nonresidential properties......................................................... 2. Loans secured by other nonfarm nonresidential properties.......................................................................... e. Commercial and industrial loans: 1. To U.S. addressees (domicile)....................................................................................................................... 2. To non-U.S. addressees (domicile)............................................................................................................... f. All other loans (include loans to individuals for household, family, and other personal expenditures).................. 1. Loans secured by farmland in domestic offices............................................................................................ 2. Loans to depository institutions and acceptances of other banks................................................................. 3. Loans to finance agricultural production and other loans to farmers............................................................ 4. Loans to individuals for household, family, and other personal expenditures: a. Credit cards........................................................................................................................................... b. Automobile loans................................................................................................................................... c. Other (includes revolving credit plans other than credit cards and other consumer loans)................... 5. Loans to foreign governments and official institutions.................................................................................. 6. Other loans................................................................................................................................................... 7. Loans secured by real estate in foreign offices............................................................................................. 2. Maturity and repricing data for loans and leases (excluding those in nonaccrual status): a. Closed-end loans secured by first liens on 1-4 family residential properties in domestic offices (reported in Schedule RC-C, part I, item 1.c.(2)(a), column B) with a remaining maturity or next repricing date of: 1. Three months or less.................................................................................................................................... 2. Over three months through 12 months......................................................................................................... 3. Over one year through three years............................................................................................................... 4. Over three years through five years.............................................................................................................. 5. Over five years through 15 years.................................................................................................................. 6. Over 15 years................................................................................................................................................ b. All loans and leases (reported in Schedule RC-C, part I, items 1 through 10, column A) EXCLUDING closed-end loans secured by first liens on 1-4 family residential properties in domestic offices (reported in Schedule RC-C, part I, item 1.c.(2)(a), column B) with a remaining maturity or next repricing date of: 1. Three months or less.................................................................................................................................... 2. Over three months through 12 months......................................................................................................... 3. Over one year through three years............................................................................................................... 4. Over three years through five years.............................................................................................................. 5. Over five years through 15 years.................................................................................................................. 6. Over 15 years................................................................................................................................................ c. Loans and leases (reported in Schedule RC-C, part I, items 1 through 10, column A) with a REMAINING MATURITY of one year or less (excluding those in nonaccrual status)................................................................... 3. Loans to finance commercial real estate, construction, and land development activities (not secured by real estate) included in Schedule RC-C, part I, items 4 and 9, column A.......................................................................................... 4. Adjustable rate closed-end loans secured by first liens on 1-4 family residential properties in domestic offices (included in Schedule RC-C, part I, item 1.c.(2)(a), column B)....................................................................................................... 5. Loans secured by real estate to non-U.S. addressees (domicile) (included in Schedule RC-C, Part I, item 1, column A, or Schedule RC-C, Part I, items 1.a.(1) through 1.e.(2), column A, as appropriate)................................................... 6. Outstanding credit card fees and finance charges included in Schedule RC-C, part I, item 6.a, column A................ RCONK159 8,928 M.1.a.2. RCONF576 654,418 M.1.b. RCONK160 0 M.1.c. M.1.d. RCONK161 6,211 M.1.d.1. RCONK162 52,281 M.1.d.2. M.1.e. RCFDK163 113,343 M.1.e.1. RCFDK164 0 M.1.e.2. RCFDK165 4,617 M.1.f. RCONK166 0 M.1.f.1. RCFDK167 0 M.1.f.2. RCFDK168 0 M.1.f.3. M.1.f.4. RCFDK098 0 M.1.f.4.a. RCFDK203 0 M.1.f.4.b. RCFDK204 0 M.1.f.4.c. RCFDK212 0 M.1.f.5. RCFDK267 0 M.1.f.6. RCFNK289 0 M.1.f.7. M.2. M.2.a. RCONA564 1,364,593 M.2.a.1. RCONA565 2,167,652 M.2.a.2. RCONA566 2,915,059 M.2.a.3. RCONA567 3,179,807 M.2.a.4. RCONA568 5,293,048 M.2.a.5. RCONA569 2,051,513 M.2.a.6. M.2.b. 53,320,733 M.2.b.1. RCFDA570 4,022,103 M.2.b.2. RCFDA571 3,633,158 M.2.b.3. RCFDA572 394,130 M.2.b.4. RCFDA573 655,939 M.2.b.5. RCFDA574 121,009 M.2.b.6. RCFDA575 17,247,814 M.2.c. RCFDA247 719,797 M.3. RCFD2746 8,435,098 M.4. RCON5370 797,436 M.5. RCFDB837 0 M.6. RCFDC391 1. Loans restructured in troubled debt restructurings that are in compliance with their modified terms (included in Schedule RC-C, part 1, and not reported as past due or nonaccrual in Schedule RC-N, Memorandum item 1): a. Construction, land development, and other land loans in domestic offices:

HSBC BANK USA, NATIONAL ASSOCIATION RSSD-ID 413208 Last Updated on 2/8/2016 FFIEC 031 Report Date 12/31/2015 24 Memoranda Dollar amounts in thousands M.7. 101,583 M.7.a. a. Outstanding balance............................................................................................................................................ b. Amount included in Schedule RC-C, part I, items 1 through 9............................................................................. 8. Closed-end loans with negative amortization features secured by 1-4 family residential properties in domestic offices: a. Total amount of closed-end loans with negative amortization features secured by 1-4 family residential properties (included in Schedule RC-C, part I, items 1.c.(2)(a) and 1.c.(2)(b))......................................................................... b. Total maximum remaining amount of negative amortization contractually permitted on closed-end loans secured by 1-4 family residential properties.......................................................................................................................... c. Total amount of negative amortization on closed-end loans secured by 1-4 family residential properties included in the amount reported in Memorandum item 8.a above......................................................................................... 9. Loans secured by 1-4 family residential properties in domestic offices in process of foreclosure (included in Schedule RC-C, part I, items 1.c.(1), 1.c.(2)(a), and 1.c.(2)(b))...................................................................................................... RCFDC779 70,333 M.7.b. RCFDC780 M.8. 0 M.8.a. RCONF230 NR M.8.b. RCONF231 NR M.8.c. RCONF232 528,354 M.9. RCONF577 7. Purchased credit-impaired loans held for investment accounted for in accordance with FASB ASC 310-30 (former AICPA Statement of Position 03-3) (exclude loans held for sale):

HSBC BANK USA, NATIONAL ASSOCIATION RSSD-ID 413208 Last Updated on 2/8/2016 FFIEC 031 Report Date 12/31/2015 25 Schedule RC-C Part I - Loans and Leases Memoranda Dollar amounts in thousands (Column A) Consolidated Bank (Column B) Domestic Offices M.10. M.10.a. M.10.a.1. M.10.a.2. M.10.a.3. M.10.a.3.a. M.10.a.3.b. M.10.a.3.b.1. M.10.a.3.b.2. M.10.a.4. M.10.a.5. 60,570 60,570 M.10.b. b. Commercial and industrial loans.................................................................................... c. Loans to individuals for household, family, and other personal expenditures (i.e., consumer loans) (includes purchased paper): 1. Credit cards............................................................................................................. 2. Other revolving credit plans..................................................................................... 3. Automobile loans..................................................................................................... 4. Other consumer loans............................................................................................. d. Other loans..................................................................................................................... 11. Unpaid principal balance of loans measured at fair value (reported in Schedule RC-C, part I, Memorandum item 10): a. Loans secured by real estate......................................................................................... 1. Construction, and land development, and other land loans.................................... 2. Secured by farmland (including farm residential and other improvements)............ 3. Secured by 1-4 family residential properties: a. Revolving, open-end loans secured by 1-4 family residential properties and extended under lines of credit.............................................................................. b. Closed-end loans secured by 1-4 family residential properties: 1. Secured by first liens................................................................................ 2. Secured by junior liens............................................................................. 4. Secured by multifamily (5 or more) residential properties....................................... 5. Secured by nonfarm nonresidential properties....................................................... b. Commercial and industrial loans.................................................................................... c. Loans to individuals for household, family, and other personal expenditures (i.e., consumer loans) (includes purchased paper): 1. Credit cards............................................................................................................. 2. Other revolving credit plans..................................................................................... 3. Automobile loans..................................................................................................... 4. Other consumer loans............................................................................................. d. Other loans..................................................................................................................... RCFDF585 RCONF585 M.10.c. 0 0 M.10.c.1. RCFDF586 RCONF586 0 0 M.10.c.2. RCFDF587 RCONF587 0 0 M.10.c.3. RCFDK196 RCONK196 0 0 M.10.c.4. RCFDK208 RCONK208 0 0 M.10.d. RCFDF589 RCONF589 M.11. M.11.a. M.11.a.1. M.11.a.2. M.11.a.3. M.11.a.3.a. M.11.a.3.b. M.11.a.3.b.1. M.11.a.3.b.2. M.11.a.4. M.11.a.5. 60,570 60,570 M.11.b. RCFDF597 RCONF597 M.11.c. 0 0 M.11.c.1. RCFDF598 RCONF598 0 0 M.11.c.2. RCFDF599 RCONF599 0 0 M.11.c.3. RCFDK195 RCONK195 0 0 M.11.c.4. RCFDK209 RCONK209 0 0 M.11.d. RCFDF601 RCONF601 RCFDF6090 RCONF5900 RCONF5910 RCONF5920 RCONF5930 RCONF5940 RCONF5950 RCONF5960 10. Loans measured at fair value (included in Schedule RC-C, part I, items 1 through 9): a. Loans secured by real estate.........................................................................................RCFDF6080 1. Construction, land development, and other land loans........................................... 2. Secured by farmland (including farm residential and other improvements)............ 3. Secured by 1-4 family residential properties: a. Revolving, open-end loans secured by 1-4 family residential properties and extended under lines of credit.............................................................................. b. Closed-end loans secured by 1-4 family residential properties: 1. Secured by first liens................................................................................ 2. Secured by junior liens............................................................................. 4. Secured by multifamily (5 or more) residential properties....................................... 5. Secured by nonfarm nonresidential properties....................................................... RCONF5780 RCONF5790 RCONF5800 RCONF5810 RCONF5820 RCONF5830 RCONF5840

HSBC BANK USA, NATIONAL ASSOCIATION RSSD-ID 413208 Last Updated on 2/8/2016 FFIEC 031 Report Date 12/31/2015 26 Schedule RC-C Part I - Loans and Leases Memoranda M.12. RCFDG091 0 RCFDG092 0 RCFDG093 0 M.12.a. a. Loans secured by real estate................................................................ b. Commercial and industrial loans........................................................... c. Loans to individuals for household, family, and other personal expenditures.............................................................................................. d. All other loans and all leases................................................................. RCFDG094 0 RCFDG095 0 RCFDG096 0 M.12.b. RCFDG097 0 RCFDG098 0 RCFDG099 0 M.12.c. RCFDG100 0 RCFDG101 0 RCFDG102 0 M.12.d. Schedule RC-C Part I - Loans and Leases Memoranda Dollar amounts in thousands M.13. a. Amount of loans that provide for the use of interest reserves (included in Schedule RC-C, part I, item 1.a, column B) ............................................................................................................................................................................. b. Amount of interest capitalized from interest reserves on construction, land development, and other land loans that is included in interest and fee income on loans during the quarter (included in Schedule RI, item 1.a.(1)(a)(2)). 14. Pledged loans and leases......................................................................................................................................... 15. Reverse mortgages in domestic offices: a. Reverse mortgages outstanding that are held for investment (included in Schedule RC-C, item 1.c, above): 1. Home Equity Conversion Mortgage (HECM) reverse mortgages................................................................. 2. Proprietary reverse mortgages..................................................................................................................... b. Estimated number of reverse mortgage loan referrals to other lenders during the year from whom compensation has been received for services performed in connection with the origination of the reverse mortgages: 1. Home Equity Conversion Mortgage (HECM) reverse mortgages................................................................. 2. Proprietary reverse mortgages..................................................................................................................... c. Principal amount of reverse mortgage originations that have been sold during the year: 1. Home Equity Conversion Mortgage (HECM) reverse mortgages................................................................. 2. Proprietary reverse mortgages..................................................................................................................... RCONG376 0 M.13.a. RIADG377 0 M.13.b. RCFDG378 17,879,536 M.14. M.15. M.15.a. RCONJ466 0 M.15.a.1. RCONJ467 0 M.15.a.2. M.15.b. RCONJ468 0 M.15.b.1. RCONJ469 0 M.15.b.2. M.15.c. RCONJ470 0 M.15.c.1. RCONJ471 0 M.15.c.2. Schedule RC-C Part II - Loans to Small Businesses and Small Farms Dollar amounts in thousands 1. 2. a. "Loans secured by nonfarm nonresidential properties" in domestic offices reported in Schedule RC-C, part I, items 1.e.(1) and 1.e.(2), column B.......................................................................................................................... b. "Commercial and industrial loans to U.S. addressees" in domestic offices reported in Schedule RC-C, part I, item 4.a, column B................................................................................................................................................... NR 2.a. RCON5562 NR 2.b. RCON5563 1. Indicate in the appropriate box at the right whether all or substantially all of the dollar volume of your bank's "Loans secured by nonfarm nonresidential properties" in domestic offices reported in Schedule RC-C, part I, items 1.e.(1) and 1.e.(2), column B, and all or substantially all of the dollar volume of your bank's "Commercial and industrial loans to U.S. addressees" in domestic offices reported in Schedule RC-C, part I, item 4.a, column B, have original amounts of $100,000 or less.............................................................................................................................................................. 2. Report the total number of loans currently outstanding for each of the following Schedule RC-C, part I, loan categories: RCON6999No 13. Construction, land development, and other land loans in domestic offices with interest reserves: Dollar amounts in thousands (Column A) Fair value of(Column B) Gross(Column C) Best estimate acquired loans and leasescontractual amountsat acquisition date of at acquisition datereceivable at acquisition contractual cash flows not dateexpected to be collected 12. Loans (not subject to the requirements of FASB ASC 310-30 (former AICPA Statement of Position 03-3)) and leases held for investment that were acquired in business combinations with acquisition dates in the current calendar year:

HSBC BANK USA, NATIONAL ASSOCIATION RSSD-ID 413208 Last Updated on 2/8/2016 FFIEC 031 Report Date 12/31/2015 27 Schedule RC-C Part II - Loans to Small Businesses and Small Farms (Column A) Number of Loans (Column B) Amount Currently Outstanding Dollar amounts in thousands 3. RCON5564 16 RCON5565 739 3.a. a. With original amounts of $100,000 or less..................................................................... b. With original amounts of more than $100,000 through $250,000................................... c. With original amounts of more than $250,000 through $1,000,000................................ 4. Number and amount currently outstanding of "Commercial and industrial loans to U.S. addressees" in domestic offices reported in Schedule RC-C, part I, item 4.a, column B: a. With original amounts of $100,000 or less..................................................................... b. With original amounts of more than $100,000 through $250,000................................... c. With original amounts of more than $250,000 through $1,000,000................................ RCON5566 66 RCON5567 5,934 3.b. RCON5568 276 RCON5569 88,238 3.c. 4. RCON5570 3076 RCON5571 123,038 4.a. RCON5572 650 RCON5573 79,942 4.b. RCON5574 628 RCON5575 184,725 4.c. Schedule RC-C Part II - Loans to Small Businesses and Small Farms Dollar amounts in thousands 5. 6. a. "Loans secured by farmland (including farm residential and other improvements)" in domestic offices reported in Schedule RC-C, part I, item 1.b, column B.......................................................................................................... b. "Loans to finance agricultural production and other loans to farmers" in domestic offices reported in Schedule RC-C, part I, item 3, column B................................................................................................................................. NR 6.a. RCON5576 NR 6.b. RCON5577 Schedule RC-C Part II - Loans to Small Businesses and Small Farms (Column A) Number of Loans (Column B) Amount Currently Outstanding Dollar amounts in thousands 7. 0 0 7.a. RCON5578 RCON5579 a. With original amounts of $100,000 or less..................................................................... b. With original amounts of more than $100,000 through $250,000................................... c. With original amounts of more than $250,000 through $500,000................................... 8. Number and amount currently outstanding of "Loans to finance agricultural production and other loans to farmers" in domestic offices reported in Schedule RC-C, part I, item 3, column B: a. With original amounts of $100,000 or less..................................................................... b. With original amounts of more than $100,000 through $250,000................................... c. With original amounts of more than $250,000 through $500,000................................... 0 0 7.b. RCON5580 RCON5581 0 0 7.c. RCON5582 RCON5583 8. RCON5584 4 RCON5585 80 8.a. RCON5586 0 RCON5587 0 8.b. RCON5588 2 RCON5589 800 8.c. 7. Number and amount currently outstanding of "Loans secured by farmland (including farm residential and other improvements)" in domestic offices reported in Schedule RC-C, part I, item 1.b, column B: 5. Indicate in the appropriate box at the right whether all or substantially all of the dollar volume of your bank's "Loans secured by farmland (including farm residential and other improvements)" in domestic offices reported in Schedule RC-C, part I, item 1.b, column B, and all or substantially all of the dollar volume of your bank's "Loans to finance agricultural production and other loans to farmers" in domestic offices reported in Schedule RC-C, part I, item 3, column B, have original amounts of $100,000 or less................................................................................................................. 6. Report the total number of loans currently outstanding for each of the following Schedule RC-C, part I, loan categories: RCON6860No 3. Number and amount currently outstanding of "Loans secured by nonfarm nonresidential properties" in domestic offices reported in Schedule RC-C, part I, items 1.e.(1) and 1.e.(2), column B:

HSBC BANK USA, NATIONAL ASSOCIATION RSSD-ID 413208 Last Updated on 2/8/2016 FFIEC 031 Report Date 12/31/2015 28 Schedule RC-D - Trading Assets and Liabilities Dollar amounts in thousands (Column A) Consolidated Bank (Column B) Domestic Offices 3,087,775 3,087,775 1. RCFD3531 RCON3531 1. U.S. Treasury securities......................................................................................................... 2. U.S. Government agency obligations (exclude mortgage-backed securities)........................ 3. Securities issued by states and political subdivisions in the U.S........................................... 4. Mortgage-backed securities (MBS): a. Residential mortgage pass-through securities issued or guaranteed by FNMA, FHLMC, or GNMA............................................................................................................................ b. Other residential MBS issued or guaranteed by U.S. Government agencies or sponsored agencies (include CMOs, REMICs, and stripped MBS)..................................................... c. All other residential MBS................................................................................................ d. Commercial MBS issued or guaranteed by U.S. Government agencies or sponsored agencies............................................................................................................................. e. All other commercial MBS.............................................................................................. 5. Other debt securities: a. Structured financial products: 1. Cash........................................................................................................................ 2. Synthetic................................................................................................................. 3. Hybrid...................................................................................................................... b. All other debt securities.................................................................................................. 6. Loans: a. Loans secured by real estate......................................................................................... 1. Construction, land development, and other land loans........................................... 2. Secured by farmland (including farm residential and other improvements)............ 3. Secured by 1-4 family residential properties: a. Revolving, open-end loans secured by 1-4 family residential properties and extended under lines of credit.............................................................................. b. Closed-end loans secured by 1-4 family residential properties: 1. Secured by first liens................................................................................ 2. Secured by junior liens............................................................................. 4. Secured by multifamily (5 or more) residential properties....................................... 5. Secured by nonfarm nonresidential properties....................................................... b. Commercial and industrial loans.................................................................................... c. Loans to individuals for household, family, and other personal expenditures (i.e., consumer loans) (includes purchased paper): 1. Credit cards............................................................................................................. 2. Other revolving credit plans..................................................................................... 3. Automobile loans..................................................................................................... 4. Other consumer loans............................................................................................. d. Other loans..................................................................................................................... 7. Not appliable 8. Not applicable 9. Other trading assets.............................................................................................................. 10. Not applicable 11. Derivatives with a positive fair value.................................................................................... 12. Total trading assets (sum of items 1 through 11) (total of column A must equal Schedule RC, item 5)................................................................................................................................ 13. Not available a. Liability for short positions.............................................................................................. b. Other trading liabilities.................................................................................................... 14. Derivatives with a negative fair value................................................................................... 15. Total trading liabilities (sum of items 13.a through 14) (total of column A must equal Schedule RC, item 15).............................................................................................................................. 0 0 2. RCFD3532 RCON3532 559,256 559,256 3. RCFD3533 RCON3533 4. 165,989 165,989 4.a. RCFDG379 RCONG379 0 0 4.b. RCFDG380 RCONG380 114,074 114,074 4.c. RCFDG381 RCONG381 0 0 4.d. RCFDK197 RCONK197 0 0 4.e. RCFDK198 RCONK198 5. 5.a. 221,156 221,156 5.a.1. RCFDG383 RCONG383 0 0 5.a.2. RCFDG384 RCONG384 0 0 5.a.3. RCFDG385 RCONG385 6,988,075 6,988,075 5.b. RCFDG386 RCONG386 6. 6.a. 6.a.1. 6.a.2. 6.a.3. 6.a.3.a. 6.a.3.b. 6.a.3.b.1. 6.a.3.b.2. 6.a.4. 6.a.5. 90,011 90,011 6.b. RCFDF614 RCONF614 6.c. 0 0 6.c.1. RCFDF615 RCONF615 0 0 6.c.2. RCFDF616 RCONF616 0 0 6.c.3. RCFDK199 RCONK199 0 0 6.c.4. RCFDK210 RCONK210 0 0 6.d. RCFDF618 RCONF618 7. 8. 796,614 796,614 9. RCFD3541 RCON3541 10. 5,151,618 5,151,565 11. RCFD3543 RCON3543 17,174,568 17,174,515 12. RCFD3545 RCON3545 13. 399,066 399,066 13.a. RCFD3546 RCON3546 649,956 649,956 13.b. RCFDF624 RCONF624 6,408,934 6,408,934 14. RCFD3547 RCON3547 7,457,956 7,457,956 15. RCFD3548 RCON3548 RCFDF6100 RCONF6040 RCONF6050 RCONF6060 RCONF6070 RCONF6110 RCONF6120 RCONF6130

HSBC BANK USA, NATIONAL ASSOCIATION RSSD-ID 413208 Last Updated on 2/8/2016 FFIEC 031 Report Date 12/31/2015 29 Dollar amounts in thousands (Column A) Consolidated Bank (Column B) Domestic Offices Memoranda 1. Unpaid principal balance of loans measured at fair value (reported in Schedule RC-D, items 6.a through 6.d): a. Loans secured by real estate......................................................................................... 1. Construction, land development, and other land loans........................................... 2. Secured by farmland (including farm residential and other improvements)............ 3. Secured by 1-4 family residential properties: a. Revolving, open-end loans secured by 1-4 family residential properties and extended under lines of credit.............................................................................. b. Closed-end loans secured by 1-4 family residential properties: 1. Secured by first liens................................................................................ 2. Secured by junior liens............................................................................. 4. Secured by multifamily (5 or more) residential properties....................................... 5. Secured by nonfarm nonresidential properties....................................................... b. Commercial and industrial loans.................................................................................... c. Loans to individuals for household, family, and other personal expenditures (i.e., consumer loans) (includes purchased paper): 1. Credit cards............................................................................................................. 2. Other revolving credit plans..................................................................................... 3. Automobile loans..................................................................................................... 4. Other consumer loans............................................................................................. d. Other loans..................................................................................................................... 2. Loans measured at fair value that are past due 90 days or more: a. Fair value........................................................................................................................ b. Unpaid principal balance................................................................................................ 3. Structured financial products by underlying collateral or reference assets (for each column, sum of Memorandum items 3.a through 3.g must equal Schedule RC-D, sum of items 5.a.(1) through (3)): a. Trust preferred securities issued by financial institutions................................................ b. Trust preferred securities issued by real estate investment trusts.................................. c. Corporate and similar loans............................................................................................ d. 1-4 family residential MBS issued or guaranteed by U.S. government-sponsored enterprises (GSEs)............................................................................................................. e. 1-4 family residential MBS not issued or guaranteed by GSEs...................................... f. Diversified (mixed) pools of structured financial products............................................... g. Other collateral or reference assets............................................................................... 4. Pledged trading assets: a. Pledged securities.......................................................................................................... b. Pledged loans................................................................................................................. M.1. M.1.a. M.1.a.1. M.1.a.2. M.1.a.3. M.1.a.3.a. M.1.a.3.b. M.1.a.3.b.1. M.1.a.3.b.2. M.1.a.4. M.1.a.5. 89,838 89,838 M.1.b. RCFDF632 RCONF632 M.1.c. RCFDF633 0 RCONF633 0 M.1.c.1. RCFDF634 0 RCONF634 0 M.1.c.2. RCFDK200 0 RCONK200 0 M.1.c.3. RCFDK211 0 RCONK211 0 M.1.c.4. RCFDF636 0 RCONF636 0 M.1.d. M.2. RCFDF639 0 RCONF639 0 M.2.a. RCFDF640 0 RCONF640 0 M.2.b. M.3. 105,179 105,179 M.3.a. RCFDG299 RCONG299 115,977 115,977 M.3.b. RCFDG332 RCONG332 0 0 M.3.c. RCFDG333 RCONG333 0 0 M.3.d. RCFDG334 RCONG334 0 0 M.3.e. RCFDG335 RCONG335 0 0 M.3.f. RCFDG651 RCONG651 0 0 M.3.g. RCFDG652 RCONG652 M.4. 3,802,043 3,802,043 M.4.a. RCFDG387 RCONG387 0 0 M.4.b. RCFDG388 RCONG388 RCFDF7900 RCONF6250 RCONF6260 RCONF6270 RCONF6280 RCONF6290 RCONF6300 RCONF6310

HSBC BANK USA, NATIONAL ASSOCIATION RSSD-ID 413208 Last Updated on 2/8/2016 FFIEC 031 Report Date 12/31/2015 30 Schedule RC-D - Trading Assets and Liabilities Memoranda Dollar amounts in thousands M.5. RCFDF643 0 M.5.a. a. Credit card receivables......................................................................................................................................... b. Home equity lines................................................................................................................................................. c. Automobile loans.................................................................................................................................................. d. Other consumer loans.......................................................................................................................................... e. Commercial and industrial loans.......................................................................................................................... f. Other..................................................................................................................................................................... 6. Retained beneficial interests in securitizations (first-loss or equity tranches)............................................................. 7. Equity securities (included in Schedule RC-D, item 9, above): a. Readily determinable fair values.......................................................................................................................... b. Other.................................................................................................................................................................... 8. Loans pending securitization....................................................................................................................................... 9. Other trading assets (itemize and describe amounts included in Schedule RC-D, item 9, that are greater than $25,000 and exceed 25% of the item): a. Disclose component and the dollar amount of that component: RCFDF644 0 M.5.b. RCFDF645 0 M.5.c. RCFDF646 88,686 M.5.d. RCFDF647 0 M.5.e. RCFDF648 0 M.5.f. RCFDF651 0 M.6. M.7. RCFDF652 16,520 M.7.a. RCFDF653 0 M.7.b. RCFDF654 0 M.8. M.9. M.9.a. Precious Metals Inventory TEXTF655 M.9.a.1. 1. Describe component..................................................................................................................................... 2. Amount of component................................................................................................................................... b. Disclose component and the dollar amount of that component: 1. Describe component..................................................................................................................................... 2. Amount of component................................................................................................................................... c. Disclose component and the dollar amount of that component: 1. Describe component..................................................................................................................................... 2. Amount of component................................................................................................................................... 10. Other trading liabilities (itemize and describe amounts included in Schedule RC-D, item 13.b, that are greater than $25,000 and exceed 25% of the item): a. Disclose component and the dollar amount of that component: 780,094 M.9.a.2. RCFDF655 M.9.b. TEXTF656 M.9.b.1. 0 M.9.b.2. RCFDF656 M.9.c. TEXTF657 M.9.c.1. 0 M.9.c.2. RCFDF657 M.10. M.10.a. Precious Metals Payables TEXTF658 M.10.a.1. 1. Describe component..................................................................................................................................... 2. Amount of component................................................................................................................................... b. Disclose component and the dollar amount of that component: 1. Describe component..................................................................................................................................... 2. Amount of component................................................................................................................................... c. Disclose component and the dollar amount of that component: 1. Describe component..................................................................................................................................... 2. Amount of component................................................................................................................................... 649,956 M.10.a.2. RCFDF658 M.10.b. TEXTF659 M.10.b.1. 0 M.10.b.2. RCFDF659 M.10.c. TEXTF660 M.10.c.1. 0 M.10.c.2. RCFDF660 5. Asset-backed securities:

HSBC BANK USA, NATIONAL ASSOCIATION RSSD-ID 413208 Last Updated on 2/8/2016 FFIEC 031 Report Date 12/31/2015 31 Schedule RC-E Part I - Deposits in Domestic Offices 1. 2. 3. 4. 5. 6. 7. Total (sum of items 1 through 6) (sum of columns A and C must equal Schedule RC, item 13.a).................................................................................. RCON2215 23,933,174 RCON2210 23,716,657 RCON2385 99,837,460 7. Dollar amounts in thousands (Column A) Transaction(Column B) Transaction(Column C) Accounts Total Accounts Memo: Total Nontransaction Accounts Transaction accountsdemand depositsTotal nontransaction (including total demand(included in column A)accounts (including deposits)MMDAs) Deposits of: 1. Individuals, partnerships, and corporations (include all certified and official checks)............................................................................................................. 2. U.S. Government.......................................................................................... 3. States and political subdivisions in the U.S.................................................. 4. Commercial banks and other depository institutions in the U.S................... 5. Banks in foreign countries............................................................................ 6. Foreign governments and official institutions (including foreign central banks)............................................................................................................... RCONB54919,921,470 RCONB55096,526,078 RCON2202249 RCON252026,118 RCON22031,044 RCON2530696,054 RCONB551296,443 RCONB5521,002,095 RCON22133,688,154 RCON2236874,939 RCON221625,814 RCON2377712,176

HSBC BANK USA, NATIONAL ASSOCIATION RSSD-ID 413208 Last Updated on 2/8/2016 FFIEC 031 Report Date 12/31/2015 32 Schedule RC-E Part I - Deposits in Domestic Offices Memoranda Dollar amounts in thousands M.1. RCON6835 18,080 M.1.a. a. Total Individual Retirement Accounts (IRAs) and Keogh Plan accounts.............................................................. b. Total brokered deposits......................................................................................................................................... c. Fully insured brokered deposits (included in Memorandum item 1.b above): 1. Brokered deposits of less than $100,000...................................................................................................... 2. Brokered deposits of $100,000 through $250,000 and certain brokered retirement deposit accounts......... d. Maturity data for brokered deposits: 1. Brokered deposits of less than $100,000 with a remaining maturity of one year or less (included in Memorandum item 1.c.(1) above)..................................................................................................................... 2. Brokered deposits of $100,000 through $250,000 with a remaining maturity of one year or less (included in Memorandum item 1.c.(2) above)................................................................................................................. 3. Brokered deposits of more than $250,000 with a remaining maturity of one year or less (included in Memorandum item 1.b above).......................................................................................................................... e. Preferred deposits (uninsured deposits of states and political subdivisions in the U.S. reported in item 3 above which are secured or collateralized as required under state law) (to be completed for the December report only). f. Estimated amount of deposits obtained through the use of deposit listing services that are not brokered deposits.................................................................................................................................................................... 2. Components of total nontransaction accounts (sum of Memorandum items 2.a through 2.d must equal item 7, column C above): a. Savings deposits: 1. Money market deposit accounts (MMDAs)................................................................................................... 2. Other savings deposits (excludes MMDAs).................................................................................................. b. Total time deposits of less than $100,000............................................................................................................ c. Total time deposits of $100,000 through $250,000............................................................................................... d. Total time deposits of more than $250,000........................................................................................................... e. Individual Retirement Accounts (IRAs) and Keogh Plan accounts of $100,000 or more included in Memorandum items 2.c and 2.d above........................................................................................................................................... 3. Maturity and repricing data for time deposits of less than $100,000: a. Time deposits of less than $100,000 with a remaining maturity or next repricing date of: 1. Three months or less.................................................................................................................................... 2. Over three months through 12 months......................................................................................................... 3. Over one year through three years............................................................................................................... 4. Over three years........................................................................................................................................... b. Time deposits of less than $100,000 with a REMAINING MATURITY of one year or less (included in Memorandum items 3.a.(1) and 3.a.(2) above)............................................................................................................................... 4. Maturity and repricing data for time deposits of $100,000 or more: a. Time deposits of $100,000 or more with a remaining maturity or next repricing date of: 1. Three months or less.................................................................................................................................... 2. Over three months through 12 months......................................................................................................... 3. Over one year through three years............................................................................................................... 4. Over three years........................................................................................................................................... b. Time deposits of $100,000 through $250,000 with a REMAINING MATURITY of one year or less (included in Memorandum items 4.a.(1) and 4.a.(2) above)........................................................................................................ c. Time deposits of more than $250,000 with a REMAINING MATURITY of one year or less (included in Memorandum items 4.a.(1) and 4.a.(2) above)........................................................................................................ 5. Does your institution offer one or more consumer deposit account products, i.e., transaction account or nontransaction savings account deposit products intended primarily for individuals for personal, household, or family use?................ 6. Components of total transaction account deposits of individuals, partnerships, and corporations (sum of Memorandum items 6.a, 6.b, and 6.c must equal item 1, column A, above): a. Total deposits in those noninterest-bearing transaction account deposit products intended primarily for individuals for personal, household, or family use..................................................................................................................... b. Total deposits in those interest-bearing transaction account deposit products intended primarily for individuals for personal, household, or family use..................................................................................................................... RCON2365 15,951,524 M.1.b. M.1.c. RCON2343 7,154,183 M.1.c.1. RCONJ472 343,050 M.1.c.2. M.1.d. RCONA243 1,348,648 M.1.d.1. RCONK219 343,050 M.1.d.2. RCONK220 8,010,660 M.1.d.3. RCON5590 562,348 M.1.e. RCONK223 0 M.1.f. M.2. M.2.a. RCON6810 20,604,714 M.2.a.1. RCON0352 43,608,669 M.2.a.2. RCON6648 7,233,886 M.2.b. RCONJ473 200,280 M.2.c. RCONJ474 28,189,911 M.2.d. RCONF233 0 M.2.e. M.3. M.3.a. RCONA579 245,612 M.3.a.1. RCONA580 1,146,871 M.3.a.2. RCONA581 1,825,250 M.3.a.3. RCONA582 4,016,153 M.3.a.4. RCONA241 1,392,483 M.3.b. M.4. M.4.a. RCONA584 13,704,626 M.4.a.1. RCONA585 3,289,550 M.4.a.2. RCONA586 4,609,691 M.4.a.3. RCONA587 6,786,324 M.4.a.4. RCONK221 157,098 M.4.b. 15,337,078 M.4.c. RCONK222 Yes M.5. RCONP752 M.6. 109,959 M.6.a. RCONP753 443,824 M.6.b. RCONP754 1. Selected components of total deposits (i.e., sum of item 7, columns A and C):

HSBC BANK USA, NATIONAL ASSOCIATION RSSD-ID 413208 Last Updated on 2/8/2016 FFIEC 031 Report Date 12/31/2015 33 Memoranda Dollar amounts in thousands RCONP755 19,367,687 M.6.c. c. Total deposits in all other transaction accounts of individuals, partnerships, and corporations............................ 7. Components of total nontransaction account deposits of individuals, partnerships, and corporations (sum of Memorandum items 7.a.(1), 7.a.(2), 7.b.(1), and 7.b.(2) plus all time deposits of individuals, partnerships, and corporations must equal item 1, column C, above): a. Money market deposit accounts (MMDAs) of individuals, partnerships, and corporations (sum of Memorandum items 7.a.(1) and 7.a.(2) must be less than or equal to Memorandum item 2.a.(1) above): 1. Total deposits in those MMDA deposit products intended primarily for individuals for personal, household, or family use...................................................................................................................................................... 2. Deposits in all other MMDAs of individuals, partnerships, and corporations................................................ b. Other savings deposit accounts of individuals, partnerships, and corporations (sum of Memorandum items 7.b.(1) and 7.b.(2) must be less than or equal to Memorandum item 2.a.(2) above): 1. Total deposits in those other savings deposit account deposit products intended primarily for individuals for personal, household, or family use.............................................................................................................. 2. Deposits in all other savings deposit accounts of individuals, partnerships, and corporations..................... M.7. M.7.a. 3,900,460 M.7.a.1. RCONP756 16,376,999 M.7.a.2. RCONP757 M.7.b. RCONP758 29,794,245 M.7.b.1. RCONP759 13,403,255 M.7.b.2. Schedule RC-E Part II - Deposits in Foreign Offices including Edge and Agreement subsidiaries and IBFs Dollar amounts in thousands 3,223,542 1. RCFNB553 1. Individuals, partnerships, and corporations (include all certified and official checks)................................................. 2. U.S. banks (including IBFs and foreign branches of U.S. banks) and other U.S. depository institutions..................... 3. Foreign banks (including U.S. branches and agencies of foreign banks, including their IBFs).................................... 4. Foreign governments and official institutions (including foreign central banks)........................................................... 5. U.S. Government and states and political subdivisions in the U.S............................................................................... 6. Total............................................................................................................................................................................. Memoranda 1. Time deposits with a remaining maturity of one year or less (included in Part II, item 6 above)................................. 0 2. RCFNB554 8,304,941 3. RCFN2625 99,184 4. RCFN2650 1 5. RCFNB555 11,627,668 6. RCFN2200 1,534,266 M.1. RCFNA245 Deposits of:

HSBC BANK USA, NATIONAL ASSOCIATION RSSD-ID 413208 Last Updated on 2/8/2016 FFIEC 031 Report Date 12/31/2015 34 Schedule RC-F - Other Assets Dollar amounts in thousands 387,326 1. RCFDB556 1. Accrued interest receivable......................................................................................................................................... 2. Net deferred tax assets................................................................................................................................................ 3. Interest-only strips receivable (not in the form of a security) on: a. Mortgage loans.................................................................................................................................................... b. Other financial assets........................................................................................................................................... 4. Equity securities that DO NOT have readily determinable fair values......................................................................... 5. Life insurance assets: a. General account life insurance assets.................................................................................................................. b. Separate account life insurance assets................................................................................................................ c. Hybrid account life insurance assets.................................................................................................................... 6. All other assets (itemize and describe amounts greater than $25,000 that exceed 25% of this item)........................ a. Prepaid expenses................................................................................................................................................. b. Repossessed personal property (including vehicles)........................................................................................... c. Derivatives with a positive fair value held for purposes other than trading........................................................... d. Retained interests in accrued interest receivable related to securitized credit cards .......................................... e. FDIC loss-sharing indemnification assets............................................................................................................ f. Not applicable g. Disclose component and the dollar amount of that component: RCFD2148 1,510,779 2. 3. RCFDA519 0 3.a. RCFDA520 0 3.b. RCFD1752 953,676 4. 5. RCFDK201 8,841 5.a. RCFDK202 220,202 5.b. RCFDK270 0 5.c. RCFD2168 3,622,941 6. RCFD2166 0 6.a. RCFD1578 0 6.b. RCFDC010 0 6.c. RCFDC436 0 6.d. RCFDJ448 0 6.e. 6.f. 6.g. Accounts Receivable TEXT3549 6.g.1. 1. Describe component..................................................................................................................................... 2. Amount of component................................................................................................................................... h. Disclose component and the dollar amount of that component: 1. Describe component..................................................................................................................................... 2. Amount of component................................................................................................................................... i. Disclose component and the dollar amount of that component: 1. Describe component..................................................................................................................................... 2. Amount of component................................................................................................................................... 7. Total (sum of items 1 through 6) (must equal Schedule RC, item 11)......................................................................... 889,901 6.g.2. RCFD3549 6.h. TEXT3550 6.h.1. 0 6.h.2. RCFD3550 6.i. TEXT3551 6.i.1. 0 6.i.2. RCFD3551 6,703,765 7. RCFD2160

HSBC BANK USA, NATIONAL ASSOCIATION RSSD-ID 413208 Last Updated on 2/8/2016 FFIEC 031 Report Date 12/31/2015 35 Schedule RC-G - Other Liabilities Dollar amounts in thousands 1. RCON3645 59,022 1.a. a. Interest accrued and unpaid on deposits in domestic offices............................................................................... b. Other expenses accrued and unpaid (includes accrued income taxes payable).................................................. 2. Net deferred tax liabilities............................................................................................................................................ 3. Allowance for credit losses on off-balance sheet credit exposures............................................................................. 4. All other liabilities (itemize and describe amounts greater than $25,000 that exceed 25 percent of this item)........... a. Accounts payable................................................................................................................................................. b. Deferred compensation liabilities.......................................................................................................................... c. Dividends declared but not yet payable................................................................................................................ d. Derivatives with a negative fair value held for purposes other than trading......................................................... e. Disclose component and the dollar amount of that component: 1. Describe component..................................................................................................................................... 2. Amount of component................................................................................................................................... f. Disclose component and the dollar amount of that component: 1. Describe component..................................................................................................................................... 2. Amount of component................................................................................................................................... g. Disclose component and the dollar amount of that component: 1. Describe component..................................................................................................................................... 2. Amount of component................................................................................................................................... 5. Total............................................................................................................................................................................. RCFD3646 990,857 1.b. RCFD3049 0 2. RCFDB557 100,759 3. RCFD2938 2,018,447 4. RCFD3066 0 4.a. RCFDC011 0 4.b. RCFD2932 0 4.c. RCFDC012 572,586 4.d. 4.e. TEXT3552 4.e.1. RCFD3552 0 4.e.2. 4.f. TEXT3553 4.f.1. RCFD3553 0 4.f.2. 4.g. TEXT3554 4.g.1. RCFD3554 0 4.g.2. RCFD2930 3,169,085 5. Schedule RC-H - Selected Balance Sheet Items for Domestic Offices Dollar amounts in thousands 1. 2. 19,846,612 3. RCONB989 3. Securities purchased under agreements to resell....................................................................................................... 4. Securities sold under agreements to repurchase........................................................................................................ 5. Other borrowed money................................................................................................................................................ 6. Net due from own foreign offices, Edge and Agreement subsidiaries, and IBFs......................................................... 7. Net due to own foreign offices, Edge and Agreement subsidiaries, and IBFs............................................................. 8. Total assets (excludes net due from foreign offices, Edge and Agreement subsidiaries, and IBFs)............................ 9. Total liabilities (excludes net due to foreign offices, Edge and Agreement subsidiaries, and IBFs)............................. 2,986,259 4. RCONB995 5,802,427 5. RCON3190 0 6. RCON2163 7,973,554 7. RCON2941 179,483,828 8. RCON2192 147,735,237 9. RCON3129 1. Not applicable 2. Not applicable 1. Not available

HSBC BANK USA, NATIONAL ASSOCIATION RSSD-ID 413208 Last Updated on 2/8/2016 FFIEC 031 Report Date 12/31/2015 36 Schedule RC-H - Selected Balance Sheet Items for Domestic Offices (Column A) Amortized Cost of Held-to-Maturity Securities (Column B) Fair Value of Available-for-Sale Securities Dollar amounts in thousands RCON0211 0 RCON1287 16,896,491 10. 10. U.S. Treasury securities....................................................................................................... 11. U.S. Government agency obligations (exclude mortgage-backed securities)...................... 12. Securities issued by states and political subdivisions in the U.S......................................... 13. Mortgage-backed securities (MBS): a. Mortgage pass-through securities: 1. Issued or guaranteed by FNMA, FHLMC, or GNMA............................................... 2. Other mortgage pass-through securities................................................................. b. Other mortgage-backed securities (include CMOs, REMICs, and stripped MBS): 1. Issued or guaranteed by U.S. Government agencies or sponsored agencies........ 2. All other mortgage-backed securities...................................................................... 14. Other domestic debt securities (include domestic structured financial products and domestic asset-backed securities)............................................................................................................ 15. Other foreign debt securities (include foreign structured financial products and foreign asset-backed securities)............................................................................................................ 16. Investments in mutual funds and other equity securities with readily determinable fair values........................................................................................................................................ 17. Total held-to-maturity and available-for-sale securities (sum of items 10 through 16)......... 0 4,243,535 11. RCON8492 RCON8495 15,994 96,002 12. RCON8496 RCON8499 13. 13.a. 6,207,928 11,949,420 13.a.1. RCONG389 RCONG390 0 298 13.a.2. RCON1709 RCON1713 13.b. 6,199,419 1,448,798 13.b.1. RCONG393 RCONG394 6,951 8,723 13.b.2. RCON1733 RCON1736 0 164,276 14. RCONG397 RCONG398 0 546,676 15. RCONG399 RCONG400 16. RCON1754 12,430,292 RCON1773 35,515,639 17. Schedule RC-H - Selected Balance Sheet Items for Domestic Offices Dollar amounts in thousands 953,676 18. RCON1752 18. Equity securities that do not have readily determinable fair values........................................................................... Schedule RC-I - Assets and Liabilities of IBFs Dollar amounts in thousands 665,439 1. RCFN2133 1. Total IBF assets of the consolidated bank (component of Schedule RC, item 12)...................................................... 2. Total IBF liabilities (component of Schedule RC, item 21)........................................................................................... 9,354,086 2. RCFN2898 RCONA511161,420

HSBC BANK USA, NATIONAL ASSOCIATION RSSD-ID 413208 Last Updated on 2/8/2016 FFIEC 031 Report Date 12/31/2015 37 Schedule RC-K - Quarterly Averages Dollar amounts in thousands 27,677,289 1. RCFD3381 1. Interest-bearing balances due from depository institutions......................................................................................... 2. U.S. Treasury securities and U.S. Government agency obligations (excluding mortgage-backed securities)............. 3. Mortgage-backed securities........................................................................................................................................ 4. All other securities (includes securities issued by states and political subdivisions in the U.S.)................................. 5. Federal funds sold and securities purchased under agreements to resell.................................................................. 6. Loans: a. Loans in domestic offices: 1. Total loans..................................................................................................................................................... 2. Loans secured by real estate: a. Loans secured by 1-4 family residential properties............................................................................... b. All other loans secured by real estate.................................................................................................... 3. Loans to finance agricultural production and other loans to farmers ........................................................... 4. Commercial and industrial loans................................................................................................................... 5. Loans to individuals for household, family, and other personal expenditures: a. Credit cards........................................................................................................................................... b. Other (includes revolving credit plans other than credit cards, automobile loans, and other consumer loans)......................................................................................................................................................... b. Total loans in foreign offices, Edge and Agreement subsidiaries, and IBFs......................................................... 7. Trading assets.............................................................................................................................................................. 8. Lease financing receivables (net of unearned income)............................................................................................... 9. Total assets.................................................................................................................................................................. 10. Interest-bearing transaction accounts in domestic offices (interest-bearing demand deposits, NOW accounts, ATS accounts, and telephone and preauthorized transfer accounts)...................................................................................... 11. Nontransaction accounts in domestic offices: a. Savings deposits (includes MMDAs).................................................................................................................... b. Time deposits of $100,000 or more...................................................................................................................... c. Time deposits of less than $100,000.................................................................................................................... 12. Interest-bearing deposits in foreign offices, EDGE and Agreement subsidiaries, and IBFs...................................... 13. Federal funds purchased and securities sold under agreements to repurchase....................................................... 14. Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases)...................... RCFDB558 18,340,745 2. RCFDB559 28,181,750 3. RCFDB560 3,133,194 4. RCFD3365 9,383,792 5. 6. 6.a. RCON3360 79,394,347 6.a.1. 6.a.2. RCON3465 19,341,170 6.a.2.a. RCON3466 11,905,288 6.a.2.b. RCON3386 216,238 6.a.3. RCON3387 35,247,257 6.a.4. 6.a.5. RCONB561 678,512 6.a.5.a. RCONB562 337,664 6.a.5.b. RCFN3360 1,042,962 6.b. RCFD3401 16,090,238 7. RCFD3484 628 8. RCFD3368 192,712,206 9. RCON3485 7,736,096 10. 11. RCONB563 65,036,650 11.a. RCONA514 28,134,274 11.b. RCONA529 9,678,065 11.c. RCFN3404 12,331,901 12. RCFD3353 7,512,855 13. RCFD3355 5,828,873 14.

HSBC BANK USA, NATIONAL ASSOCIATION RSSD-ID 413208 Last Updated on 2/8/2016 FFIEC 031 Report Date 12/31/2015 38 Schedule RC-L - Derivatives and Off-Balance Sheet Items Dollar amounts in thousands 1. RCFD3814 1,100,929 1.a. a. Revolving, open-end lines secured by 1-4 family residential properties, i.e., home equity lines.......................... 1. Unused commitments for Home Equity Conversion Mortgage (HECM) reverse mortgages outstanding that are held for investment in domestic offices (included in item 1.a above).......................................................... 2. Unused commitments for proprietary reverse mortgages outstanding that are held for investment in domestic offices (included in item 1.a above).................................................................................................................. b. Credit card lines (Sum of items 1.b.(1) and 1.b.(2) must equal item 1.b)............................................................. 1. Unused consumer credit card lines............................................................................................................... 2. Other unused credit card lines...................................................................................................................... c. Commitments to fund commercial real estate, construction, and land development loans: 1. Secured by real estate: a. 1-4 family residential construction loan commitments........................................................................... b. Commercial real estate, other construction loan, and land development loan commitments................ 2. Not secured by real estate............................................................................................................................ d. Securities underwriting......................................................................................................................................... e. Other unused commitments: 1. Commercial and industrial loans................................................................................................................... 2. Loans to financial institutions........................................................................................................................ 3. All other unused commitments...................................................................................................................... 2. Financial standby letters of credit and foreign office guarantees................................................................................. a. Amount of financial standby letters of credit conveyed to others.......................................................................... 3. Performance standby letters of credit and foreign office guarantees........................................................................... a. Amount of performance standby letters of credit conveyed to others................................................................... 4. Commercial and similar letters of credit...................................................................................................................... 5. Not applicable 6. Securities lent and borrowed: a. Securities lent (including customers' securities lent where the customer is indemnified against loss by the reporting bank)......................................................................................................................................................... b. Securities borrowed.............................................................................................................................................. RCONJ477 0 1.a.1. RCONJ478 0 1.a.2. RCFD3815 5,954,600 1.b. RCFDJ455 5,274,856 1.b.1. RCFDJ456 679,744 1.b.2. 1.c. 1.c.1. RCFDF164 98 1.c.1.a. RCFDF165 1,863,782 1.c.1.b. RCFD6550 774,002 1.c.2. RCFD3817 0 1.d. 1.e. RCFDJ457 54,117,105 1.e.1. RCFDJ458 5,178,887 1.e.2. RCFDJ459 23,187,254 1.e.3. RCFD3819 6,341,730 2. RCFD3820 499,765 2.a. RCFD3821 3,095,542 3. RCFD3822 88,021 3.a. RCFD3411 413,277 4. 5. 6. RCFD3433 0 6.a. RCFD3432 0 6.b. Schedule RC-L - Derivatives and Off-Balance Sheet Items (Column A) Sold Protection (Column B) Purchased Protection Dollar amounts in thousands 7. 7.a. 89,459,484 91,061,784 7.a.1. RCFDC968 RCFDC969 1. Credit default swaps................................................................................................ 2. Total return swaps................................................................................................... 3. Credit options.......................................................................................................... 4. Other credit derivatives........................................................................................... b. Gross fair values: 1. Gross positive fair value.......................................................................................... 2. Gross negative fair value......................................................................................... 3,449,449 6,699,250 7.a.2. RCFDC970 RCFDC971 0 0 7.a.3. RCFDC972 RCFDC973 0 0 7.a.4. RCFDC974 RCFDC975 7.b. 551,697 3,440,949 7.b.1. RCFDC219 RCFDC221 3,285,837 577,056 7.b.2. RCFDC220 RCFDC222 7. Credit derivatives: a. Notional amounts: 1. Unused commitments:

HSBC BANK USA, NATIONAL ASSOCIATION RSSD-ID 413208 Last Updated on 2/8/2016 FFIEC 031 Report Date 12/31/2015 39 Schedule RC-L - Derivatives and Off-Balance Sheet Items Dollar amounts in thousands 7.c. 7.c.1. RCFDG401 90,001,465 7.c.1.a. a. Sold protection.............................................................................................................................................. b. Purchased protection.................................................................................................................................... 2. All other positions: a. Sold protection.............................................................................................................................................. b. Purchased protection that is recognized as a guarantee for regulatory capital purposes............................. c. Purchased protection that is not recognized as a guarantee for regulatory capital purposes....................... RCFDG402 90,079,465 7.c.1.b. 7.c.2. RCFDG403 2,907,468 7.c.2.a. RCFDG404 603,000 7.c.2.b. RCFDG405 7,078,569 7.c.2.c. Schedule RC-L - Derivatives and Off-Balance Sheet Items 7.d. 7.d.1. RCFDG406 9,267,998 RCFDG407 27,777,017 RCFDG408 998,972 7.d.1.a. a. Investment grade............................................................................ b. Subinvestment grade...................................................................... 2. Purchased credit protection: a. Investment grade............................................................................ b. Subinvestment grade...................................................................... RCFDG409 15,473,772 RCFDG410 37,477,716 RCFDG411 1,913,458 7.d.1.b. 7.d.2. RCFDG412 10,228,731 RCFDG413 29,471,289 RCFDG414 1,785,831 7.d.2.a. RCFDG415 14,039,324 RCFDG416 34,604,237 RCFDG417 7,631,622 7.d.2.b. Dollar amounts in thousands (Column A) Remaining(Column B) Remaining (Column C) Remaining Maturity of One Year or Maturity of Over One Year Maturity of Over Five LessThrough Five YearsYears d. Notional amounts by remaining maturity: 1. Sold credit protection: c. Notional amounts by regulatory capital treatment: 1. Positions covered under the Market Risk Rule:

HSBC BANK USA, NATIONAL ASSOCIATION RSSD-ID 413208 Last Updated on 2/8/2016 FFIEC 031 Report Date 12/31/2015 40 Schedule RC-L - Derivatives and Off-Balance Sheet Items Dollar amounts in thousands 42,724,107 8. RCFD8765 8. Spot foreign exchange contracts................................................................................................................................. 9. All other off-balance sheet liabilities (exclude derivatives) (itemize and describe each component of this item over 25% of Schedule RC, item 27.a, "Total bank equity capital").......................................................................................... a. Not applicable b. Commitments to purchase when-issued securities.............................................................................................. c. Standby letters of credit issued by another party (e.g., a Federal Home Loan Bank) on the bank's behalf......... d. Disclose component and the dollar amount of that component: 1. Describe component..................................................................................................................................... 2. Amount of component................................................................................................................................... e. Disclose component and the dollar amount of that component: 1. Describe component..................................................................................................................................... 2. Amount of component................................................................................................................................... f. Disclose component and the dollar amount of that component: 1. Describe component..................................................................................................................................... 2. Amount of component................................................................................................................................... 10. All other off-balance sheet assets (exclude derivatives) (itemize and describe each component of this item over 25% of Schedule RC, item 27.a, "Total bank equity capital").......................................................................................... a. Commitments to sell when-issued securities....................................................................................................... b. Disclose component and the dollar amount of that component: 1. Describe component..................................................................................................................................... 2. Amount of component................................................................................................................................... c. Disclose component and the dollar amount of that component: 1. Describe component..................................................................................................................................... 2. Amount of component................................................................................................................................... d. Disclose component and the dollar amount of that component: 1. Describe component..................................................................................................................................... 2. Amount of component................................................................................................................................... e. Disclose component and the dollar amount of that component: 1. Describe component..................................................................................................................................... 2. Amount of component................................................................................................................................... 11. Year-to-date merchant credit card sales volume: a. Sales for which the reporting bank is the acquiring bank..................................................................................... b. Sales for which the reporting bank is the agent bank with risk............................................................................. RCFD3430 0 9. 9.a. RCFD3434 0 9.b. RCFDC978 0 9.c. 9.d. TEXT3555 9.d.1. RCFD3555 0 9.d.2. 9.e. TEXT3556 9.e.1. RCFD3556 0 9.e.2. 9.f. TEXT3557 9.f.1. RCFD3557 0 9.f.2. RCFD5591 0 10. RCFD3435 0 10.a. 10.b. TEXT5592 10.b.1. RCFD5592 0 10.b.2. 10.c. TEXT5593 10.c.1. RCFD5593 0 10.c.2. 10.d. TEXT5594 10.d.1. RCFD5594 0 10.d.2. 10.e. TEXT5595 10.e.1. RCFD5595 0 10.e.2. 11. RCFDC223 0 11.a. RCFDC224 0 11.b.

HSBC BANK USA, NATIONAL ASSOCIATION RSSD-ID 413208 Last Updated on 2/8/2016 FFIEC 031 Report Date 12/31/2015 41 Schedule RC-L - Derivatives and Off-Balance Sheet Items 12. a. Futures contracts................................................................. RCFD8693 58,754,776 RCFD8694 343,000 RCFD8695 0 RCFD8696 1,994,796 12.a. b. Forward contracts................................................................ RCFD8697 90,658,594 RCFD8698 793,499,020 RCFD8699 0 RCFD8700 20,245,139 12.b. c. Exchange-traded option contracts: 12.c. 1. Written options............................................................. RCFD8701 12,180,000 RCFD8702 0 RCFD8703 0 RCFD8704 0 12.c.1. 2. Purchased options........................................................ RCFD8705 14,100,000 RCFD8706 0 RCFD8707 0 RCFD8708 0 12.c.2. d. Over-the-counter option contracts: 12.d. 1. Written options............................................................. RCFD8709 53,566,852 RCFD8710 81,097,364 RCFD8711 19,192,284 RCFD8712 399,815 12.d.1. 2. Purchased options........................................................ RCFD8713 65,996,377 RCFD8714 81,951,434 RCFD8715 26,660,769 RCFD8716 537,758 12.d.2. e. Swaps.................................................................................. RCFD3450 2,452,871,820 RCFD3826 186,994,560 RCFD8719 13,272,158 RCFD8720 0 12.e. 13. Total gross notional amount of derivative contracts held for trading............................................................................................. 14. Total gross notional amount of derivative contracts held for purposes other than trading............................................................ a. Interest rate swaps where the bank has agreed to pay a fixed rate.................................................................................. 15. Gross fair values of derivative contracts: a. Contracts held for trading: RCFDA126 2,722,258,569 RCFDA127 1,143,691,049 RCFD8723 54,148,715 RCFD8724 23,142,060 13. RCFD8725 25,869,850 RCFD8726 194,329 RCFD8727 4,976,496 RCFD8728 35,448 14. 14.a. 15. 15.a. 1. Gross positive fair value............................................... RCFD8733 34,923,837 RCFD8734 23,705,964 RCFD8735 1,210,427 RCFD8736 930,325 15.a.1. 2. Gross negative fair value.............................................. RCFD8737 35,126,589 RCFD8738 22,205,068 RCFD8739 1,210,371 RCFD8740 592,223 15.a.2. b. Contracts held for purposes other than trading: 15.b. 1. Gross positive fair value............................................... RCFD8741 832,828 RCFD8742 0 RCFD8743 144,386 RCFD8744 52 15.b.1. 2. Gross negative fair value.............................................. RCFD8745 1,129,856 RCFD8746 95,367 RCFD8747 96,585 RCFD8748 1,025 15.b.2. RCFDA589 6,757,411 Dollar amounts in thousands (Column A) Interest(Column B) Foreign(Column C) Equity(Column D) Rate ContractsExchange Contracts Derivative Contracts Commodity and Other Contracts 12. Gross amounts (e.g., notional amounts):

HSBC BANK USA, NATIONAL ASSOCIATION RSSD-ID 413208 Last Updated on 2/8/2016 FFIEC 031 Report Date 12/31/2015 42 Schedule RC-L - Derivatives and Off-Balance Sheet Items 16. RCFDG418 RCFDG419 RCFDG420 RCFDG421 RCFDG422 4,616,534 204,462 118,559 314,479 5,099,846 16.a. a. Net current credit exposure........................................................ 16.b. b. Fair value of collateral: RCFDG423 RCFDG424 RCFDG425 RCFDG426 RCFDG427 2,646,967 0 61,292 0 2,407,667 16.b.1. 1. Cash - U.S. dollar................................................................ RCFDG428 RCFDG429 RCFDG430 RCFDG431 RCFDG432 121,148 0 2,796 0 328,921 16.b.2. 2. Cash - Other currencies...................................................... RCFDG433 RCFDG434 RCFDG435 RCFDG436 RCFDG437 249,204 0 130,765 0 277,554 16.b.3. 3. U.S. Treasury securities....................................................... RCFDG438 RCFDG439 RCFDG440 RCFDG441 RCFDG442 4. U.S. Government agency and U.S. Government-sponsored agency debt securities............................................................ 138,816 0 0 0 161,067 16.b.4. RCFDG443 RCFDG444 RCFDG445 RCFDG446 RCFDG447 0 0 0 0 105,317 16.b.5. 5. Corporate bonds................................................................. RCFDG448 RCFDG449 RCFDG450 RCFDG451 RCFDG452 0 0 0 0 0 16.b.6. 6. Equity securities.................................................................. RCFDG453 RCFDG454 RCFDG455 RCFDG456 RCFDG457 0 0 19,976 0 496,439 16.b.7. 7. All other collateral................................................................ RCFDG458 RCFDG459 RCFDG460 RCFDG461 RCFDG462 8. Total fair value of collateral (sum of items 16.b.(1) through (7)).......................................................................................... 3,156,135 0 214,829 0 3,776,965 16.b.8. Dollar amounts in thousands (Column A)(Column B)(Column C)(Column D) (Column E) Banks and MonolineHedge FundsSovereignCorporations Securities FirmsFinancialGovernmentsand All Other GuarantorsCounterparties 16. Over-the counter derivatives:

HSBC BANK USA, NATIONAL ASSOCIATION RSSD-ID 413208 Last Updated on 2/8/2016 FFIEC 031 Report Date 12/31/2015 43 Schedule RC-M - Memoranda Dollar amounts in thousands 1. a. Aggregate amount of all extensions of credit to all executive officers, directors, principal shareholders, and their related interests........................................................................................................................................................ b. Number of executive officers, directors, and principal shareholders to whom the amount of all extensions of credit by the reporting bank (including extensions of credit to related interests) equals or exceeds the lesser of $500,000 or 5 percent of total capital as defined for this purpose in agency regulations........................................ 2. Intangible assets other than goodwill: a. Mortgage servicing assets................................................................................................................................... 1. Estimated fair value of mortgage servicing assets........................................................................................ b. Purchased credit card relationships and nonmortgage servicing assets............................................................. c. All other identifiable intangible assets.................................................................................................................. d. Total (sum of items 2.a, 2.b, and 2.c) (must equal Schedule RC, item 10.b)........................................................ 3. Other real estate owned: a. Construction, land development, and other land in domestic offices................................................................... b. Farmland in domestic offices................................................................................................................................ c. 1-4 family residential properties in domestic offices............................................................................................. d. Multifamily (5 or more) residential properties in domestic offices......................................................................... e. Nonfarm nonresidential properties in domestic offices........................................................................................ f. Foreclosed properties from "GNMA loans"........................................................................................................... g. In foreign offices................................................................................................................................................... h. Total (sum of items 3.a through 3.g) (must equal Schedule RC, item 7).............................................................. 4. Not applicable 5. Other borrowed money: a. Federal Home Loan Bank advances: 1. Advances with a remaining maturity or next repricing date of: a. One year or less.................................................................................................................................... b. Over one year through three years........................................................................................................ c. Over three years through five years....................................................................................................... d. Over five years....................................................................................................................................... 2. Advances with a remaining maturity of one year or less (included in item 5.a.(1)(a) above)........................ 3. Structured advances (included in items 5.a.(1)(a) - (d) above)..................................................................... b. Other borrowings: 1. Other borrowings with a remaining maturity of next repricing date of: a. One year or less.................................................................................................................................... b. Over one year through three years........................................................................................................ c. Over three years through five years....................................................................................................... d. Over five years....................................................................................................................................... 2. Other borrowings with a remaining maturity of one year or less (included in item 5.b.(1)(a) above)............ c. Total (sum of items 5.a.(1)(a)-(d) and items 5.b.(1)(a)-(d)) (must equal Schedule RC, item 16).......................... 6. Does the reporting bank sell private label or third party mutual funds and annuities?................................................ 7. Assets under the reporting bank's management in proprietary mutual funds and annuities....................................... 8. Internet Web site addresses and physical office trade names: a. Uniform Resource Locator (URL) of the reporting institution's primary Internet Web site (home page), if any (Example: www.examplebank.com):........................................................................................................................ b. URLs of all other public-facing Internet Web sites that the reporting institution uses to accept or solicit deposits from the public, if any (Example: www.examplebank.biz): 1. URL 1............................................................................................................................................................ 2. URL 2............................................................................................................................................................ 3. URL 3............................................................................................................................................................ 4. URL 4............................................................................................................................................................ 5. URL 5............................................................................................................................................................ RCFD6164 5,262 1.a. 1.b. 2. 139,890 2.a. RCFD3164 139,890 2.a.1. RCFDA590 40,615 2.b. RCFDB026 0 2.c. RCFD5507 180,505 2.d. RCFD0426 3. 0 3.a. RCON5508 0 3.b. RCON5509 29,396 3.c. RCON5510 10 3.d. RCON5511 0 3.e. RCON5512 0 3.f. RCONC979 0 3.g. RCFN5513 29,406 3.h. RCFD2150 4. 5. 5.a. 5.a.1. 5,600,000 5.a.1.a. RCFDF055 0 5.a.1.b. RCFDF056 0 5.a.1.c. RCFDF057 0 5.a.1.d. RCFDF058 0 5.a.2. RCFD2651 0 5.a.3. RCFDF059 5.b. 5.b.1. 202,427 5.b.1.a. RCFDF060 0 5.b.1.b. RCFDF061 0 5.b.1.c. RCFDF062 0 5.b.1.d. RCFDF063 34,838 5.b.2. RCFDB571 5,802,427 5.c. RCFD3190 Yes 6. RCFDB569 15,878,824 7. RCFDB570 8. Click here for value 8.a. TEXT4087 8.b. TE01N528 8.b.1. TE02N528 8.b.2. TE03N528 8.b.3. TE04N528 8.b.4. TE05N528 8.b.5. RCFD61652 1. Extensions of credit by the reporting bank to its executive officers, directors, principal shareholders, and their related interests as of the report date:

HSBC BANK USA, NATIONAL ASSOCIATION RSSD-ID 413208 Last Updated on 2/8/2016 FFIEC 031 Report Date 12/31/2015 44 Dollar amounts in thousands TE06N528 6. URL 6............................................................................................................................................................ 7. URL 7............................................................................................................................................................ 8. URL 8............................................................................................................................................................ 9. URL 9............................................................................................................................................................ 10. URL 10........................................................................................................................................................ c. Trade names other than the reporting institution's legal title used to identify one or more of the institution's physical offices at which deposits are accepted or solicited from the public, if any: 1. Trade name 1................................................................................................................................................ 2. Trade name 2................................................................................................................................................ 3. Trade name 3................................................................................................................................................ 4. Trade name 4................................................................................................................................................ 5. Trade name 5................................................................................................................................................ 6. Trade name 6................................................................................................................................................ 9. Do any of the bank's Internet Web sites have transactional capability, i.e., allow the bank's customers to execute transactions on their accounts through the Web site?..................................................................................................... 10. Secured liabilities: a. Amount of "Federal funds purchased in domestic offices" that are secured (included in Schedule RC, item 14.a)......................................................................................................................................................................... b. Amount of "Other borrowings" that are secured (included in Schedule RC-M, items 5.b.(1)(a) - (d)).................. 11. Does the bank act as trustee or custodian for Individual Retirement Accounts, Health Savings Accounts, and other similar accounts?............................................................................................................................................................. 12. Does the bank provide custody, safekeeping, or other services involving the acceptance of orders for the sale or purchase of securities?................................................................................................................................................... 13. Assets covered by loss-sharing agreements with the FDIC: a. Loans and leases (included in Schedule RC, items 4.a and 4.b): 1. Loans secured by real estate in domestic offices: a. Construction, land development, and other land loans: 1. 1-4 family residential construction loans......................................................................................... 2. Other construction loans and all land development and other land loans...................................... b. Secured by farmland.............................................................................................................................. c. Secured by 1-4 family residential properties: 1. Revolving, open-end loans secured by 1-4 family residential properties and extended under lines of credit.............................................................................................................................................. 2. Closed-end loans secured by 1-4 family residential properties: a. Secured by first liens............................................................................................................... b. Secured by junior liens............................................................................................................ d. Secured by multifamily (5 or more) residential properties..................................................................... e. Secured by nonfarm nonresidential properties: 1. Loans secured by owner-occupied nonfarm nonresidential properties.......................................... 2. Loans secured by other nonfarm nonresidential properties........................................................... 2. Loans to finance agricultural production and other loans to farmers............................................................ 3. Commercial and industrial loans................................................................................................................... 4. Loans to individuals for household, family, and other personal expenditures: a. Credit cards........................................................................................................................................... b. Automobile loans................................................................................................................................... c. Other (includes revolving credit plans other than credit cards and other consumer loans)................... 5. All other loans and all leases........................................................................................................................ a. Loans to depository institutions and acceptances of other banks......................................................... b. Loans to foreign governments and official institutions........................................................................... c. Other loans............................................................................................................................................ d. Lease financing receivables................................................................................................................... e. Loans secured by real estate in foreign offices...................................................................................... b. Other real estate owned (included in Schedule RC, item 7): 8.b.6. TE07N528 8.b.7. TE08N528 8.b.8. TE09N528 8.b.9. TE10N528 8.b.10. 8.c. TE01N529 8.c.1. TE02N529 8.c.2. TE03N529 8.c.3. TE04N529 8.c.4. TE05N529 8.c.5. TE06N529 8.c.6. Yes 9. RCFD4088 10. 0 10.a. RCONF064 0 10.b. RCFDF065 Yes 11. RCONG463 Yes 12. RCONG464 13. 13.a. 13.a.1. 13.a.1.a. 0 13.a.1.a.1. RCONK169 0 13.a.1.a.2. RCONK170 0 13.a.1.b. RCONK171 13.a.1.c. 0 13.a.1.c.1. RCONK172 13.a.1.c.2. 0 13.a.1.c.2.a. RCONK173 0 13.a.1.c.2.b. RCONK174 0 13.a.1.d. RCONK175 13.a.1.e. 0 13.a.1.e.1. RCONK176 0 13.a.1.e.2. RCONK177 0 13.a.2. RCFDK178 0 13.a.3. RCFDK179 13.a.4. 0 13.a.4.a. RCFDK180 0 13.a.4.b. RCFDK181 0 13.a.4.c. RCFDK182 0 13.a.5. RCFDK183 0 13.a.5.a. RCFDK184 0 13.a.5.b. RCFDK185 0 13.a.5.c. RCFDK186 0 13.a.5.d. RCFDK273 0 13.a.5.e. RCFNK290 13.b.

HSBC BANK USA, NATIONAL ASSOCIATION RSSD-ID 413208 Last Updated on 2/8/2016 FFIEC 031 Report Date 12/31/2015 45 Dollar amounts in thousands RCONK187 0 13.b.1. 1. Construction, land development, and other land in domestic offices............................................................ 2. Farmland in domestic offices........................................................................................................................ 3. 1-4 family residential properties in domestic offices..................................................................................... 4. Multifamily (5 or more) residential properties in domestic offices................................................................. 5. Nonfarm nonresidential properties in domestic offices................................................................................. 6. In foreign offices............................................................................................................................................ 7. Portion of covered other real estate owned included in items 13.b.(1) through (6) above that is protected by FDIC loss-sharing agreements.................................................................................................................... c. Debt securities (included in Schedule RC, items 2.a and 2.b)............................................................................. d. Other assets (exclude FDIC loss-sharing indemnification assets)....................................................................... 14. Captive insurance and reinsurance subsidiaries: a. Total assets of captive insurance subsidiaries...................................................................................................... b. Total assets of captive reinsurance subsidiaries................................................................................................... 15. Qualified Thrift Lender (QTL) test: a. Does the institution use the Home Owners' Loan Act (HOLA) QTL test or the Internal Revenue Service Domestic Building and Loan Association (IRS DBLA) test to determine its QTL compliance? (for the HOLA QTL test, enter 1; for the IRS DBLA test, enter 2)............................................................................................................................. b. Has the institution been in compliance with the HOLA QTL test as of each month end during the quarter or the IRS DBLA test for its most recent taxable year, as applicable?............................................................................... 16. International remittance transfers offered to consumers: a. As of the report date, did your institution offer to consumers in any state any of the following mechanisms for sending international remittance transfers? 1. International wire transfers............................................................................................................................ 2. International ACH transactions..................................................................................................................... 3. Other proprietary services operated by your institution................................................................................ 4. Other proprietary services operated by another party.................................................................................. b. Did your institution provide more than 100 international remittance transfers in the previous calendar year or does your institution estimate that it will provide more than 100 international remittance transfers in the current calendar year?......................................................................................................................................................... c. Indicate which of the mechanisms described in items 16.a.(1), (2), and (3) above is the mechanism that your institution estimates accounted for the largest number of international remittance transfers your institution provided during the two calendar quarters ending on the report date. (For international wire transfers, enter 1; for international ACH transactions, enter 2; for other proprietary services operated by your institution, enter 3. If your institution did not provide any international remittance transfers using the mechanisms described in items 16.a.(1), (2), and (3) above during the two calendar quarters ending on the report date, enter 0.)..................................................... d. Estimated number and dollar value of international remittance transfers provided by your institution during the two calendar quarters ending on the report date: 1. Estimated number of international remittance transfers................................................................................ 2. Estimated dollar value of international remittance transfers......................................................................... 3. Estimated number of international remittance transfers for which your institution applied the temporary exception........................................................................................................................................................... RCONK188 0 13.b.2. RCONK189 0 13.b.3. RCONK190 0 13.b.4. RCONK191 0 13.b.5. RCFNK260 0 13.b.6. RCFDK192 0 13.b.7. 0 13.c. RCFDJ461 0 13.d. RCFDJ462 14. 0 14.a. RCFDK193 0 14.b. RCFDK194 15. 15.a. NR 15.b. RCONL135 16. 16.a. RCONN517 Yes 16.a.1. RCONN518 No 16.a.2. RCONN519 No 16.a.3. RCONN520 No 16.a.4. 16.b. 16.c. 16.d. RCONN523 88422 16.d.1. RCONN524 1,188,034 16.d.2. RCONN527 6213 16.d.3. (TEXT4087) www.banking.us.hsbc.com RCONN521NR RCONN5221 RCONL133NR

HSBC BANK USA, NATIONAL ASSOCIATION RSSD-ID 413208 Last Updated on 2/8/2016 FFIEC 031 Report Date 12/31/2015 46 Schedule RC-N - Past Due and Nonaccrual Loans Leases and Other Assets 1. 1.a. RCONF172 0 RCONF174 0 RCONF176 0 1.a.1. 1. 1-4 family residential construction loans........................................ 2. Other construction loans and all land development and other land loans.................................................................................................. b. Secured by farmland in domestic offices............................................... c. Secured by 1-4 family residential properties in domestic offices: 1. Revolving, open-end loans secured by 1-4 family residential properties and extended under lines of credit.................................... 2. Closed-end loans secured by 1-4 family residential properties: a. Secured by first liens............................................................... b. Secured by junior liens............................................................ d. Secured by multifamily (5 or more) residential properties in domestic offices........................................................................................................ e. Secured by nonfarm nonresidential properties in domestic offices: 1. Loans secured by owner-occupied nonfarm nonresidential properties........................................................................................... 2. Loans secured by other nonfarm nonresidential properties........... f. In foreign offices..................................................................................... 2. Loans to depository institutions and acceptances of other banks: a. To U.S. banks and other U.S. depository institutions............................. b. To foreign banks..................................................................................... 3. Loans to finance agricultural production and other loans to farmers............ 4. Commercial and industrial loans: a. To U.S. addressees (domicile)............................................................... b. To non-U.S. addressees (domicile)........................................................ 5. Loans to individuals for household, family, and other personal expenditures: a. Credit cards........................................................................................... b. Automobile loans................................................................................... c. Other (includes revolving credit plans other than credit cards and other consumer loans)........................................................................................ 6. Loans to foreign governments and official institutions.................................. 7. All other loans............................................................................................... 8. Lease financing receivables: a. Leases to individuals for household, family, and other personal expenditures.............................................................................................. b. All other leases...................................................................................... 9. Debt securities and other assets (exclude other real estate owned and other repossessed assets)......................................................................................... 10. Loans and leases reported in items 1 through 8 above that are wholly or partially guaranteed by the U.S. Government, excluding loans and leases covered by loss-sharing agreements with the FDIC:........................................ a. Guaranteed portion of loans and leases included in item 10 above, excluding rebooked "GNMA loans"........................................................... b. Rebooked "GNMA loans" that have been repurchased or are eligible for repurchase included in item 10 above.................................................. 11. Loans and leases reported in items 1 through 8 above that are covered by loss-sharing agreements with the FDIC: a. Loans secured by real estate in domestic offices: 1. Construction, land development, and other land loans: a. 1-4 family residential construction loans................................. RCONF173 0 RCONF175 0 RCONF177 0 1.a.2. RCON3493 0 RCON3494 0 RCON3495 0 1.b. 1.c. RCON5398 9,657 RCON5399 0 RCON5400 56,056 1.c.1. 1.c.2. RCONC236 322,521 RCONC237 0 RCONC229 825,003 1.c.2.a. RCONC238 2,455 RCONC239 0 RCONC230 14,900 1.c.2.b. RCON3499 0 RCON3500 0 RCON3501 210 1.d. 1.e. 39,588 RCONF180 0 RCONF182 9,077 1.e.1. RCONF178 3,131 RCONF181 0 RCONF183 35,486 1.e.2. RCONF179 0 0 0 1.f. RCFNB572 RCFNB573 RCFNB574 2. 0 0 0 2.a. RCFD5377 RCFD5378 RCFD5379 0 0 0 2.b. RCFD5380 RCFD5381 RCFD5382 0 0 0 3. RCFD1594 RCFD1597 RCFD1583 4. 16,044 1,037 197,755 4.a. RCFD1251 RCFD1252 RCFD1253 0 0 37,844 4.b. RCFD1254 RCFD1255 RCFD1256 5. 10,274 9,443 0 5.a. RCFDB575 RCFDB576 RCFDB577 15 12 0 5.b. RCFDK213 RCFDK214 RCFDK215 9,223 7,706 0 5.c. RCFDK216 RCFDK217 RCFDK218 0 0 0 6. RCFD5389 RCFD5390 RCFD5391 8,293 3,269 2,328 7. RCFD5459 RCFD5460 RCFD5461 8. 0 0 0 8.a. RCFDF166 RCFDF167 RCFDF168 0 0 0 8.b. RCFDF169 RCFDF170 RCFDF171 0 0 0 9. RCFD3505 RCFD3506 RCFD3507 10. RCFDK039 4,822 RCFDK040 6,559 RCFDK041 1,977 10.a. RCFDK042 79,669 RCFDK043 0 RCFDK044 0 10.b. 11. 11.a. 11.a.1. RCONK045 0 RCONK046 0 RCONK047 0 11.a.1.a. RCFDK03684,677 RCFDK0376,762 RCFDK0382,379 Dollar amounts in thousands (Column A) Past due 30(Column B) Past due 90(Column C) Nonaccrual through 89 days and still days or more and still accruingaccruing 1. Loans secured by real estate: a. Construction, land development, and other land loans in domestic offices:

HSBC BANK USA, NATIONAL ASSOCIATION RSSD-ID 413208 Last Updated on 2/8/2016 FFIEC 031 Report Date 12/31/2015 47 b. Other construction loans and all land development and other land loans................................................................................... 2. Secured by farmland...................................................................... 3. Secured by 1-4 family residential properties: a. Revolving, open-end loans secured by 1-4 family residential properties and extended under lines of credit............................ b. Closed-end loans secured by 1-4 family residential properties: 1. Secured by first liens....................................................... 2. Secured by junior liens.................................................... 4. Secured by multifamily (5 or more) residential properties.............. 5. Secured by nonfarm nonresidential properties: a. Loans secured by owner-occupied nonfarm nonresidential properties.................................................................................... b. Loans secured by other nonfarm nonresidential properties..... b. Loans to finance agricultural production and other loans to farmers...... c. Commercial and industrial loans........................................................... d. Loans to individuals for household, family, and other personal expenditures: 1. Credit cards.................................................................................... 2. Automobile loans............................................................................ 3. Other (includes revolving credit plans other than credit cards and other consumer loans)....................................................................... e. All other loans and all leases................................................................. 1. Loans to depository institutions and acceptances of other banks... 2. Loans to foreign governments and official institutions.................... 3. Other loans..................................................................................... 4. Lease financing receivables........................................................... 5. Loans secured by real estate in foreign offices.............................. f. Portion of covered loans and leases included in items 11.a through 11.e above that is protected by FDIC loss-sharing agreements....................... 0 RCONK049 0 RCONK050 0 11.a.1.b. RCONK048 0 RCONK052 0 RCONK053 0 11.a.2. RCONK051 11.a.3. 0 RCONK055 0 RCONK056 0 11.a.3.a. RCONK054 11.a.3.b. 0 RCONK058 0 RCONK059 0 11.a.3.b.1. RCONK057 0 RCONK061 0 RCONK062 0 11.a.3.b.2. RCONK060 0 RCONK064 0 RCONK065 0 11.a.4. RCONK063 11.a.5. 0 RCONK067 0 RCONK068 0 11.a.5.a. RCONK066 0 RCONK070 0 RCONK071 0 11.a.5.b. RCONK069 0 0 0 11.b. RCFDK072 RCFDK073 RCFDK074 0 0 0 11.c. RCFDK075 RCFDK076 RCFDK077 11.d. 0 0 0 11.d.1. RCFDK078 RCFDK079 RCFDK080 0 0 0 11.d.2. RCFDK081 RCFDK082 RCFDK083 0 0 0 11.d.3. RCFDK084 RCFDK085 RCFDK086 0 0 0 11.e. RCFDK087 RCFDK088 RCFDK089 0 0 0 11.e.1. RCFDK091 RCFDK092 RCFDK093 0 0 0 11.e.2. RCFDK095 RCFDK096 RCFDK097 0 0 0 11.e.3. RCFDK099 RCFDK100 RCFDK101 0 0 0 11.e.4. RCFDK269 RCFDK271 RCFDK272 0 0 0 11.e.5. RCFNK291 RCFNK292 RCFNK293 0 0 0 11.f. RCFDK102 RCFDK103 RCFDK104 Memoranda 1. Loans restructured in troubled debt restructurings included in Schedule RC-N, items 1 through 7, above (and not reported in Schedule RC-C, Part 1, Memorandum item 1): a. Construction, land development, and other land loans in domestic offices: 1. 1-4 family residential construction loans........................................ 2. Other construction loans and all land development and other land loans.................................................................................................. b. Loans secured by 1-4 family residential properties in domestic offices.. c. Secured by multifamily (5 or more) residential properties in domestic offices........................................................................................................ d. Secured by nonfarm nonresidential properties in domestic offices: 1. Loans secured by owner-occupied nonfarm nonresidential properties........................................................................................... 2. Loans secured by other nonfarm nonresidential properties........... e. Commercial and industrial loans: 1. To U.S. addressees (domicile)........................................................ 2. To non-U.S. addressees (domicile)................................................. f. All other loans (include loans to individuals for household, family, and other personal expenditures)..................................................................... 1. Loans secured by farmland in domestic offices............................. 2. Loans to depository institutions and acceptances of other banks... M.1. M.1.a. 0 RCONK106 0 RCONK107 0 M.1.a.1. RCONK105 0 RCONK109 0 RCONK110 0 M.1.a.2. RCONK108 115,514 RCONF662 0 RCONF663 312,789 M.1.b. RCONF661 0 RCONK112 0 RCONK113 0 M.1.c. RCONK111 M.1.d. 0 RCONK115 0 RCONK116 338 M.1.d.1. RCONK114 0 RCONK118 0 RCONK119 30,509 M.1.d.2. RCONK117 M.1.e. 0 0 153,132 M.1.e.1. RCFDK120 RCFDK121 RCFDK122 0 0 0 M.1.e.2. RCFDK123 RCFDK124 RCFDK125 256 255 0 M.1.f. RCFDK126 RCFDK127 RCFDK128 0 RCONK131 0 RCONK132 0 M.1.f.1. RCONK130 0 RCFDK135 0 RCFDK136 0 M.1.f.2. RCFDK134 Dollar amounts in thousands (Column A) Past due 30(Column B) Past due 90(Column C) Nonaccrual through 89 days and still days or more and still accruingaccruing

HSBC BANK USA, NATIONAL ASSOCIATION RSSD-ID 413208 Last Updated on 2/8/2016 FFIEC 031 Report Date 12/31/2015 48 3. Loans to finance agricultural production and other loans to farmers............................................................................................... 4. Loans to individuals for household, family, and other personal expenditures: a. Credit cards............................................................................. b. Automobile loans..................................................................... c. Other (includes revolving credit plans other than credit cards and other consumer loans)......................................................... 5. Loans to foreign governments and official institutions.................... 6. Other loans..................................................................................... 7. Loans secured by real estate in foreign offices.............................. 2. Loans to finance commercial real estate, construction, and land development activities (not secured by real estate) included in Schedule RC-N, items 4 and 7, above............................................................................................................ 3. Loans secured by real estate to non-U.S. addressees (domicile) (included in Schedule RC-N, item 1, above).................................................................... 4. Not applicable 5. Loans and leases held for sale and loans measured at fair value (included in Schedule RC-N, items 1 through 8, above): a. Loans and leases held for sale.............................................................. b. Loans measured at fair value: 1. Fair value........................................................................................ 2. Unpaid principal balance................................................................ 0 0 0 M.1.f.3. RCFDK138 RCFDK139 RCFDK140 M.1.f.4. 0 255 0 M.1.f.4.a. RCFDK274 RCFDK275 RCFDK276 0 0 0 M.1.f.4.b. RCFDK277 RCFDK278 RCFDK279 0 0 0 M.1.f.4.c. RCFDK280 RCFDK281 RCFDK282 0 0 0 M.1.f.5. RCFDK283 RCFDK284 RCFDK285 0 0 0 M.1.f.6. RCFDK286 RCFDK287 RCFDK288 0 0 0 M.1.f.7. RCFNK294 RCFNK295 RCFNK296 M.2. RCFD1248 0 RCFD1249 0 RCFD1250 0 M.3. M.4. M.5. RCFDC240 730 RCFDC241 0 RCFDC226 28,647 M.5.a. M.5.b. RCFDF664 0 RCFDF665 0 RCFDF666 0 M.5.b.1. RCFDF667 0 RCFDF668 0 RCFDF669 0 M.5.b.2. Schedule RC-N - Past Due and Nonaccrual Loans Leases and Other Assets Memoranda (Column A) Past due 30 through (Column B) Past due 90 days or Dollar amounts in thousands 89 days more 0 RCFD3530 0 M.6. RCFD3529 6. Derivative contracts: Fair value of amounts carried as assets............................................... Schedule RC-N - Past Due and Nonaccrual Loans Leases and Other Assets Memoranda Dollar amounts in thousands 73,000 M.7. RCFDC410 7. Additions to nonaccrual assets during the quarter...................................................................................................... 8. Nonaccrual assets sold during the quarter.................................................................................................................. RCFDC411 10,000 M.8. Schedule RC-N - Past Due and Nonaccrual Loans Leases and Other Assets Memoranda M.9. RCFDL183 16,557 RCFDL184 0 RCFDL185 2,462 M.9.a. a. Outstanding balance............................................................................. b. Amount included in Schedule RC-N, items 1 through 7, above............. RCFDL186 11,327 RCFDL187 0 RCFDL188 1,658 M.9.b. Dollar amounts in thousands (Column A) Past due 30(Column B) Past due 90(Column C) Nonaccrual through 89 days and still days or more and still accruingaccruing 9. Purchased credit-impaired loans accounted for in accordance with FASB ASC 310-30 (former AICPA Stament of Position 03-3): RCFD65580 RCFD65590 RCFD656096 Dollar amounts in thousands (Column A) Past due 30(Column B) Past due 90(Column C) Nonaccrual through 89 days and still days or more and still accruingaccruing

HSBC BANK USA, NATIONAL ASSOCIATION RSSD-ID 413208 Last Updated on 2/8/2016 FFIEC 031 Report Date 12/31/2015 49 Schedule RC-O - Other Data for Deposit Insurance and FICO Assessments Dollar amounts in thousands 1. Total deposit liabilities before exclusions (gross) as defined in Section 3(l) of the Federal Deposit Insurance Act and FDIC regulations............................................................................................................................................................. 2. Total allowable exclusions, including interest accrued and unpaid on allowable exclusions (including foreign deposits).......................................................................................................................................................................... 3. Total foreign deposits, including interest accrued and unpaid thereon (included in item 2 above).............................. 4. Average consolidated total assets for the calendar quarter......................................................................................... a. Averaging method used (for daily averaging, enter 1; for weekly averaging, enter 2).......................................... 5. Average tangible equity for the calendar quarter......................................................................................................... 6. Holdings of long-term unsecured debt issued by other FDIC-insured depository institutions..................................... 7. Unsecured "Other borrowings" with a remaining maturity of (sum of items 7.a through 7.d must be less than or equal to Schedule RC-M, items 5.b.(1)(a)-(d) minus item 10.b): a. One year or less................................................................................................................................................... b. Over one year through three years....................................................................................................................... c. Over three years through five years..................................................................................................................... d. Over five years..................................................................................................................................................... 8. Subordinated notes and debentures with a remaining maturity of (sum of items 8.a through 8.d must equal Schedule RC, item 19): a. One year or less................................................................................................................................................... b. Over one year through three years....................................................................................................................... c. Over three years through five years..................................................................................................................... d. Over five years..................................................................................................................................................... 9. Reciprocal brokered deposits (included in Schedule RC-E, part I, Memorandum item 1.b)....................................... a. Fully consolidated reciprocal brokered deposits.................................................................................................. 10. Banker's bank certification: Does the reporting institution meet both the statutory definition of a banker's bank and the business conduct test set forth in FDIC regulations? If the answer to item 10 is "YES," complete items 10.a and 10.b.................................................................................................................................................................................. a. Banker's bank deduction...................................................................................................................................... b. Banker's bank deduction limit............................................................................................................................... 11. Custodial bank certification: Does the reporting institution meet the definition of a custodial bank set forth in FDIC regulations? If the answer to item 11 is "YES," complete items 11.a and 11.b............................................................... a. Custodial bank deduction..................................................................................................................................... b. Custodial bank deduction limit.............................................................................................................................. Memoranda 1. Total deposit liabilities of the bank (including related interest accrued and unpaid) less allowable exclusions (including related interest accrued and unpaid) (sum of Memorandum items 1.a.(1), 1.b.(1), 1.c.(1), and 1.d.(1) must equal Schedule RC-O, item 1 less item 2): a. Deposit accounts (excluding retirement accounts) of $250,000 or less: 1. Amount of deposit accounts (excluding retirement accounts) of $250,000 or less....................................... 2. Number of deposit accounts (excluding retirement accounts) of $250,000 or less....................................... b. Deposit accounts (excluding retirement accounts) of more than $250,000: 1. Amount of deposit accounts (excluding retirement accounts) of more than $250,000................................. 2. Number of deposit accounts (excluding retirement accounts) of more than $250,000................................. c. Retirement deposit accounts of $250,000 or less: 1. Amount of retirement deposit accounts of $250,000 or less......................................................................... 2. Number of retirement deposit accounts of $250,000 or less........................................................................ d. Retirement deposit accounts of more than $250,000: 1. Amount of retirement deposit accounts of more than $250,000................................................................... 2. Number of retirement deposit accounts of more than $250,000................................................................... 2. Estimated amount of uninsured deposits in domestic offices of the bank and in insured branches in Puerto Rico and U.S. territories and possessions, including related interest accrued and unpaid (see instructions)................................ 3. Has the reporting institution been consolidated with a parent bank or savings association in that parent bank's or parent savings association's Call Report? If so, report the legal title and FDIC Certificate Number of the parent bank or parent savings association: RCFDF236 147,655,469 1. RCFDF237 11,633,832 2. RCFNF234 11,633,832 3. RCFDK652 192,712,206 4. RCFDK653 1 4.a. RCFDK654 22,240,974 5. RCFDK655 0 6. 7. RCFDG465 34,838 7.a. RCFDG466 44,567 7.b. RCFDG467 59,647 7.c. RCFDG468 63,375 7.d. 8. RCFDG469 0 8.a. RCFDG470 499,420 8.b. RCFDG471 1,249,688 8.c. RCFDG472 2,800,040 8.d. RCONG803 0 9. RCONL190 NR 9.a. 10. 0 10.a. RCFDK657 0 10.b. RCFDK658 No 11. RCFDK659 0 11.a. RCFDK660 0 11.b. RCFDK661 M.1. M.1.a. RCONF049 31,724,282 M.1.a.1. RCONF050 1470404 M.1.a.2. M.1.b. RCONF051 104,279,275 M.1.b.1. RCONF052 31511 M.1.b.2. M.1.c. RCONF045 17,797 M.1.c.1. RCONF046 4527 M.1.c.2. M.1.d. RCONF047 283 M.1.d.1. RCONF048 1 M.1.d.2. RCON5597 95,553,200 M.2. M.3. RCFDK656No

HSBC BANK USA, NATIONAL ASSOCIATION RSSD-ID 413208 Last Updated on 2/8/2016 FFIEC 031 Report Date 12/31/2015 50 Dollar amounts in thousands TEXTA545 a. Legal title.............................................................................................................................................................. b. FDIC Certificate Number...................................................................................................................................... 4. Not applicable 5. Not applicable 6. Criticized and classified items: a. Special mention.................................................................................................................................................... b. Substandard......................................................................................................................................................... c. Doubtful................................................................................................................................................................ d. Loss...................................................................................................................................................................... 7. "Nontraditional 1-4 family residential mortgage loans" as defined for assessment purposes only in FDIC regulations: a. Nontraditional 1-4 family residential mortgage loans........................................................................................... b. Securitizations of nontraditional 1-4 family residential mortgage loans................................................................ 8. "Higher-risk consumer loans" as defined for assessment purposes only in FDIC regulations: a. Higher-risk consumer loans................................................................................................................................. b. Securitizations of higher-risk consumer loans...................................................................................................... 9. "Higher-risk commercial and industrial loans and securities" as defined for assessment purposes only in FDIC regulations: a. Higher-risk commercial and industrial loans and securities................................................................................. b. Securitizations of higher-risk commercial and industrial loans and securities..................................................... 10. Commitments to fund construction, land development, and other land loans secured by real estate for the consolidated bank: a. Total unfunded commitments................................................................................................................................ b. Portion of unfunded commitments guaranteed or insured by the U.S. government (including the FDIC)............ 11. Amount of other real estate owned recoverable from the U.S. government under guarantee or insurance provisions (excluding FDIC loss-sharing agreements)..................................................................................................................... 12. Nonbrokered time deposits of more than $250,000 in domestic offices (included in Schedule RC-E, Memorandum item 2.d).......................................................................................................................................................................... 13. Portion of funded loans and securities in domestic and foreign offices guaranteed or insured by the U.S. government (including FDIC loss-sharing agreements): a. Construction, land development, and other land loans secured by real estate.................................................... b. Loans secured by multifamily residential and nonfarm nonresidential properties................................................ c. Closed-end loans secured by first liens on 1-4 family residential properties........................................................ d. Closed-end loans secured by junior liens on 1-4 family residential properties and revolving, open-end loans secured by 1-4 family residential properties and extended under lines of credit..................................................... e. Commercial and industrial loans.......................................................................................................................... f. Credit card loans to individuals for household, family, and other personal expenditures...................................... g. All other loans to individuals for household, family, and other personal expenditures.......................................... h. Non-agency residential mortgage-backed securities........................................................................................... 14. Amount of the institution's largest counterparty exposure......................................................................................... 15. Total amount of the institution's 20 largest counterparty exposures.......................................................................... 16. Portion of loans restructured in troubled debt restructurings that are in compliance with their modified terms and are guaranteed or insured by the U.S. government (including the FDIC) (included in Schedule RC-C, part I, Memorandum item 1)............................................................................................................................................................................. 17. Selected fully consolidated data for deposit insurance assessment purposes: a. Total deposit liabilities before exclusions (gross) as defined in Section 3(l) of the Fderal Deposit Insurance Act and FDIC regulations............................................................................................................................................... b. Total allowable exclusions, including interest accrued and unpaid on allowable exclusions (including foreign deposits)................................................................................................................................................................... c. Unsecured "Other borrowings" with a remaining maturity of one year or less..................................................... d. Estimated amount of uninsured deposits in domestic offices of the institution and in insured branches in Puerto Rico and U.S. territories and possessions, including related interest accrued and unpaid...................................... M.3.a. RCONA545 0 M.3.b. M.4. M.5. M.6. RCFDK663 CONF M.6.a. RCFDK664 CONF M.6.b. RCFDK665 CONF M.6.c. RCFDK666 CONF M.6.d. M.7. RCFDN025 CONF M.7.a. RCFDN026 CONF M.7.b. M.8. RCFDN027 CONF M.8.a. RCFDN028 CONF M.8.b. M.9. CONF M.9.a. RCFDN029 CONF M.9.b. RCFDN030 M.10. 1,447,426 M.10.a. RCFDK676 0 M.10.b. RCFDK677 0 M.11. RCFDK669 19,735,620 M.12. RCONK678 M.13. 0 M.13.a. RCFDN177 0 M.13.b. RCFDN178 487,947 M.13.c. RCFDN179 0 M.13.d. RCFDN180 0 M.13.e. RCFDN181 0 M.13.f. RCFDN182 138,815 M.13.g. RCFDN183 0 M.13.h. RCFDM963 CONF M.14. RCFDK673 CONF M.15. RCFDK674 M.16. M.17. RCFDL194 NR M.17.a. RCFDL195 NR M.17.b. RCFDL196 NR M.17.c. RCONL197 NR M.17.d. RCFDL189132,966

HSBC BANK USA, NATIONAL ASSOCIATION RSSD-ID 413208 Last Updated on 2/8/2016 FFIEC 031 Report Date 12/31/2015 51 Schedule RC-O - Other Data for Deposit Insurance and FICO Assessments M.18. a. "Nontraditional 1-4 family residential mortgage loans" as defined for assessment purposes only in FDIC regulations.............................................. RCFDM964 RCFDM965 RCFDM966 RCFDM967 RCFDM968 RCFDM969 RCFDM970 RCFDM971 RCFDM972 RCFDM973 RCFDM974 RCFDM975 RCFDM976 RCFDM977 RCFDM978 M.18.a. RCFDM979 RCFDM980 RCFDM981 RCFDM982 RCFDM983 RCFDM984 RCFDM985 RCFDM986 RCFDM987 RCFDM988 RCFDM989 RCFDM990 RCFDM991 RCFDM992 RCFDM993 b. Closed-end loans secured by first liens on 1-4 family residential properties........ c. Closed-end loans secured by junior liens on 1-4 family residential properties............................................... CONF CONF CONF CONF CONF CONF CONF CONF CONF CONF CONF CONF CONF CONF CONF M.18.b. RCFDM994 RCFDM995 RCFDM996 RCFDM997 RCFDM998 RCFDM999 RCFDN001 RCFDN002 RCFDN003 RCFDN004 RCFDN005 RCFDN006 RCFDN007 RCFDN008 RCFDN009 CONF CONF CONF CONF CONF CONF CONF CONF CONF CONF CONF CONF CONF CONF CONF M.18.c. d. Revolving, open-end loans secured by RCFDN010 RCFDN011 RCFDN012 RCFDN013 RCFDN014 RCFDN015 RCFDN016 RCFDN017 RCFDN018 RCFDN019 RCFDN020 RCFDN021 RCFDN022 RCFDN023 RCFDN024 1-4 family residential properties and extended under lines of credit................ CONF CONF CONF CONF CONF CONF CONF CONF CONF CONF CONF CONF CONF CONF CONF M.18.d. RCFDN040 RCFDN041 RCFDN042 RCFDN043 RCFDN044 RCFDN045 RCFDN046 RCFDN047 RCFDN048 RCFDN049 RCFDN050 RCFDN051 RCFDN052 RCFDN053 RCFDN054 CONF CONF CONF CONF CONF CONF CONF CONF CONF CONF CONF CONF CONF CONF CONF M.18.e. e. Credit cards........................................ RCFDN055 RCFDN056 RCFDN057 RCFDN058 RCFDN059 RCFDN060 RCFDN061 RCFDN062 RCFDN063 RCFDN064 RCFDN065 RCFDN066 RCFDN067 RCFDN068 RCFDN069 CONF CONF CONF CONF CONF CONF CONF CONF CONF CONF CONF CONF CONF CONF CONF M.18.f. f. Automobile loans................................. RCFDN070 RCFDN071 RCFDN072 RCFDN073 RCFDN074 RCFDN075 RCFDN076 RCFDN077 RCFDN078 RCFDN079 RCFDN080 RCFDN081 RCFDN082 RCFDN083 RCFDN084 CONF CONF CONF CONF CONF CONF CONF CONF CONF CONF CONF CONF CONF CONF CONF M.18.g. g. Student loans...................................... RCFDN085 RCFDN086 RCFDN087 RCFDN088 RCFDN089 RCFDN090 RCFDN091 RCFDN092 RCFDN093 RCFDN094 RCFDN095 RCFDN096 RCFDN097 RCFDN098 RCFDN099 h. Other consumer loans and revolving credit plans other than credit cards........ CONF CONF CONF CONF CONF CONF CONF CONF CONF CONF CONF CONF CONF CONF CONF M.18.h. RCFDN100 RCFDN101 RCFDN102 RCFDN103 RCFDN104 RCFDN105 RCFDN106 RCFDN107 RCFDN108 RCFDN109 RCFDN110 RCFDN111 RCFDN112 RCFDN113 RCFDN114 CONF CONF CONF CONF CONF CONF CONF CONF CONF CONF CONF CONF CONF CONF CONF M.18.i. i. Consumer leases................................. j. Total..................................................... M.18.j. RCFDN115 RCFDN116 RCFDN117 RCFDN118 RCFDN119 RCFDN120 RCFDN121 RCFDN122 RCFDN123 RCFDN124 RCFDN125 RCFDN126 RCFDN127 RCFDN128 CONFCONFCONFCONFCONFCONFCONFCONFCONFCONFCONFCONFCONFCONF CONFCONFCONFCONFCONFCONFCONFCONFCONFCONFCONFCONFCONFCONFCONF Dollar amounts in thousands (Column (Column (Column (Column (Column (Column (Column (Column (Column I) (Column (Column (Column (Column (Column (Column A)B)C)D)E)F)G)H)Two-YearJ)K)L)M)N) O) PDs Two-Year Two-Year Two-Year Two-Year Two-Year Two-Year Two-Year Two-Year Probability Two-Year Two-Year Two-Year Two-Year Two-YearWere Probability Probability Probability Probability Probability Probability Probability Probability of Default Probability Probability Probability Probability Probability Derived of Default of Default of Default of Default of Default of Default of Default of Default(PD)of Default of Default of Default of Default of DefaultUsing (PD) <=(PD)(PD)(PD)(PD)(PD)(PD)(PD)20.01–22%(PD)(PD)(PD) >(PD)(PD) Total 1%1.01–4% 4.01–7% 7.01–10% 10.01–14% 14.01–16% 16.01–18% 18.01–20%22.01–26% 26.01–30%30%Unscoreable 18. Outstanding balance of 1-4 family residential mortgage loans, consumer loans, and consumer leases by two-year probability of default:

HSBC BANK USA, NATIONAL ASSOCIATION RSSD-ID 413208 Last Updated on 2/8/2016 FFIEC 031 Report Date 12/31/2015 52 Schedule RC-P - 1-4 Family Residential Mortgage Banking Activities in Domestic Offices Dollar amounts in thousands 1. RCONF066 70,336 1.a. a. Closed-end first liens............................................................................................................................................ b. Closed-end junior liens......................................................................................................................................... c. Open-end loans extended under lines of credit: 1. Total commitment under the lines of credit.................................................................................................... 2. Principal amount funded under the lines of credit......................................................................................... 2. Wholesale originations and purchases during the quarter of 1-4 family residential mortgage loans for sale: a. Closed-end first liens............................................................................................................................................ b. Closed-end junior liens......................................................................................................................................... c. Open-end loans extended under lines of credit: 1. Total commitment under the lines of credit.................................................................................................... 2. Principal amount funded under the lines of credit......................................................................................... 3. 1-4 family residential mortgages sold during the quarter: a. Closed-end first liens............................................................................................................................................ b. Closed-end junior liens......................................................................................................................................... c. Open-end loans extended under lines of credit: 1. Total commitment under the lines of credit.................................................................................................... 2. Principal amount funded under the lines of credit......................................................................................... 4. 1-4 family residential mortgages held for sale at quarter-end (included in Schedule RC, item 4.a): a. Closed-end first liens............................................................................................................................................ b. Closed-end junior liens......................................................................................................................................... c. Open-end loans extended under lines of credit: 1. Total commitment under the lines of credit.................................................................................................... 2. Principal amount funded under the lines of credit......................................................................................... 5. Noninterest income for the quarter from the sale, securitization, and servicing of 1-4 family residential mortgage loans (included in Schedule RI, items 5.c, 5.f, 5.g, and 5.i): a. Closed-end 1-4 family residential mortgage loans............................................................................................... b. Open-end 1-4 family residential mortgage loans extended under lines of credit.................................................. 6. Repurchases and indemnifications of 1-4 family residential mortgage loans during the quarter: a. Closed-end first liens............................................................................................................................................ b. Closed-end junior liens......................................................................................................................................... c. Open-end loans extended under line of credit: 1. Total commitment under the lines of credit.................................................................................................... 2. Principal amount funded under the lines of credit......................................................................................... 7. Representation and warranty reserves for 1-4 family residential mortgage loans sold: a. For representations and warranties made to U.S. government agencies and government-sponsored agencies.. b. For representations and warranties made to other parties................................................................................... c. Total representation and warranty reserves (sum of items 7.a and 7.b)............................................................... RCONF067 0 1.b. 1.c. RCONF670 0 1.c.1. RCONF671 0 1.c.2. 2. RCONF068 174,823 2.a. RCONF069 0 2.b. 2.c. RCONF672 0 2.c.1. RCONF673 0 2.c.2. 3. RCONF070 251,007 3.a. RCONF071 0 3.b. 3.c. RCONF674 0 3.c.1. RCONF675 0 3.c.2. 4. RCONF072 9,708 4.a. RCONF073 838 4.b. 4.c. RCONF676 0 4.c.1. RCONF677 0 4.c.2. 5. RIADF184 22,015 5.a. RIADF560 0 5.b. 6. RCONF678 13,303 6.a. RCONF679 0 6.b. 6.c. RCONF680 0 6.c.1. RCONF681 0 6.c.2. 7. RCONL191 CONF 7.a. RCONL192 CONF 7.b. RCONM288 16,669 7.c. Schedule RC-Q - Assets and Liabilities Measured at Fair Value on a Recurring Basis RCFD1773 RCFDG474 RCFDG475 RCFDG476 RCFDG477 35,521,945 0 21,924,399 13,597,546 0 1. 1. Available-for-sale securities............................................................... RCFDG478 RCFDG479 RCFDG480 RCFDG481 RCFDG482 2. Federal funds sold and securities purchased under agreements to resell...................................................................................................... 0 0 0 0 0 2. Dollar amounts in thousands (Column A) Total(Column B) (Column C)(Column D)(Column E) Fair ValueLESS: AmountsLevel 1 FairLevel 2 FairLevel 3 Fair Reported onNetted in theValueValueValue Schedule RC Determination of Measurements Measurements Measurements Total Fair Value 1. Retail originations during the quarter of 1-4 family residential mortgage loans for sale:

HSBC BANK USA, NATIONAL ASSOCIATION RSSD-ID 413208 Last Updated on 2/8/2016 FFIEC 031 Report Date 12/31/2015 53 RCFDG483 RCFDG484 RCFDG485 RCFDG486 RCFDG487 60,570 0 0 60,570 0 3. 3. Loans and leases held for sale.......................................................... RCFDG488 RCFDG489 RCFDG490 RCFDG491 RCFDG492 0 0 0 0 0 4. 4. Loans and leases held for investment............................................... 5. Trading assets: 5. RCFD3543 RCFDG493 RCFDG494 RCFDG495 RCFDG496 5,151,618 59,554,890 64,321 64,313,255 328,932 5.a. a. Derivative assets........................................................................ RCFDG497 RCFDG498 RCFDG499 RCFDG500 RCFDG501 12,022,950 0 3,087,774 5,844,002 3,091,174 5.b. b. Other trading assets................................................................... 1. Nontrading securities at fair value with changes in fair value reported in current earnings (included in Schedule RC-Q, item 5.b, above).............................................................................. RCFDF240 RCFDF684 RCFDF692 RCFDF241 RCFDF242 0 0 0 0 0 5.b.1. RCFDG391 RCFDG392 RCFDG395 RCFDG396 RCFDG804 1,177,043 0 0 1,037,153 139,890 6. 6. All other assets.................................................................................. RCFDG502 RCFDG503 RCFDG504 RCFDG505 RCFDG506 7. Total assets measured at fair value on a recurring basis (sum of items 1 through 5.b plus item 6)...................................................................... 53,934,126 59,554,890 25,076,494 84,852,526 3,559,996 7. RCFDF252 RCFDF686 RCFDF694 RCFDF253 RCFDF254 6,918,607 0 0 5,051,807 1,866,800 8. 8. Deposits............................................................................................. RCFDG507 RCFDG508 RCFDG509 RCFDG510 RCFDG511 9. Federal funds purchased and securities sold under agreements to repurchase............................................................................................ 1,976,297 0 0 1,976,297 0 9. 10. 10. Trading liabilities: RCFD3547 RCFDG512 RCFDG513 RCFDG514 RCFDG515 6,408,934 56,297,114 80,366 62,452,657 173,025 10.a. a. Derivative liabilities..................................................................... RCFDG516 RCFDG517 RCFDG518 RCFDG519 RCFDG520 1,049,022 0 362,833 686,189 0 10.b. b. Other trading liabilities................................................................ RCFDG521 RCFDG522 RCFDG523 RCFDG524 RCFDG525 154,307 0 0 152,955 1,352 11. 11. Other borrowed money.................................................................... RCFDG526 RCFDG527 RCFDG528 RCFDG529 RCFDG530 2,007,372 0 0 2,007,372 0 12. 12. Subordinated notes and debentures............................................... RCFDG805 RCFDG806 RCFDG807 RCFDG808 RCFDG809 572,586 418,492 612 990,466 0 13. 13. All other liabilities............................................................................. RCFDG531 RCFDG532 RCFDG533 RCFDG534 RCFDG535 14. Total liabilities measured at fair value on a recurring basis (sum of items 8 through 13)............................................................................... 1. All other assets (itemize and describe amounts included in Schedule RC-Q, item 6, that are greater than $25,000 and exceed 25% of item 6): 19,087,125 56,715,606 443,811 73,317,743 2,041,177 14. M.1. RCFDG536 RCFDG537 RCFDG538 RCFDG539 RCFDG540 0 0 0 0 0 M.1.a. a. Mortgage servicing assets......................................................... RCFDG541 RCFDG542 RCFDG543 RCFDG544 RCFDG545 1,037,153 0 0 1,037,153 0 M.1.b. b. Nontrading derivative assets...................................................... Schedule RC-Q - Assets and Liabilities Measured at Fair Value on a Recurring Basis Memoranda Dollar amounts in thousands M.1.c. TEXTG546 1. Describe component.................................................................................................................................................... M.1.c.1. c. Disclose component and the dollar amount of that component: Dollar amounts in thousands (Column A) Total(Column B) (Column C)(Column D)(Column E) Fair ValueLESS: AmountsLevel 1 FairLevel 2 FairLevel 3 Fair Reported onNetted in theValueValueValue Schedule RC Determination of Measurements Measurements Measurements Total Fair Value

HSBC BANK USA, NATIONAL ASSOCIATION RSSD-ID 413208 Last Updated on 2/8/2016 FFIEC 031 Report Date 12/31/2015 54 Schedule RC-Q - Assets and Liabilities Measured at Fair Value on a Recurring Basis RCFDG546RCFDG547RCFDG548RCFDG549RCFDG550 0 0 0 0 0 M.1.c.2. 2. Amount of component....................................................................... Schedule RC-Q - Assets and Liabilities Measured at Fair Value on a Recurring Basis Memoranda Dollar amounts in thousands M.1.d. TEXTG551 M.1.d.1. 1. Describe component.................................................................................................................................................... Schedule RC-Q - Assets and Liabilities Measured at Fair Value on a Recurring Basis RCFDG551RCFDG552RCFDG553RCFDG554RCFDG555 0 0 0 0 0 M.1.d.2. 2. Amount of component....................................................................... Schedule RC-Q - Assets and Liabilities Measured at Fair Value on a Recurring Basis Memoranda Dollar amounts in thousands M.1.e. TEXTG556 M.1.e.1. 1. Describe component.................................................................................................................................................... Schedule RC-Q - Assets and Liabilities Measured at Fair Value on a Recurring Basis RCFDG556RCFDG557RCFDG558RCFDG559RCFDG560 0 0 0 0 0 M.1.e.2. 2. Amount of component....................................................................... Schedule RC-Q - Assets and Liabilities Measured at Fair Value on a Recurring Basis Memoranda Dollar amounts in thousands M.1.f. TEXTG561 M.1.f.1. 1. Describe component.................................................................................................................................................... f. Disclose component and the dollar amount of that component: Dollar amounts in thousands (Column A) Total(Column B) (Column C)(Column D)(Column E) Fair ValueLESS: AmountsLevel 1 FairLevel 2 FairLevel 3 Fair Reported onNetted in theValueValueValue Schedule RC Determination of Measurements Measurements Measurements Total Fair Value e. Disclose component and the dollar amount of that component: Dollar amounts in thousands (Column A) Total(Column B) (Column C)(Column D)(Column E) Fair ValueLESS: AmountsLevel 1 FairLevel 2 FairLevel 3 Fair Reported onNetted in theValueValueValue Schedule RC Determination of Measurements Measurements Measurements Total Fair Value d. Disclose component and the dollar amount of that component: Dollar amounts in thousands (Column A) Total(Column B) (Column C)(Column D)(Column E) Fair ValueLESS: AmountsLevel 1 FairLevel 2 FairLevel 3 Fair Reported onNetted in theValueValueValue Schedule RC Determination of Measurements Measurements Measurements Total Fair Value

HSBC BANK USA, NATIONAL ASSOCIATION RSSD-ID 413208 Last Updated on 2/8/2016 FFIEC 031 Report Date 12/31/2015 55 Schedule RC-Q - Assets and Liabilities Measured at Fair Value on a Recurring Basis RCFDG561 RCFDG562 RCFDG563 RCFDG564 RCFDG565 0 0 0 0 0 M.1.f.2. 2. Amount of component....................................................................... 2. All other liabilities (itemize and describe amounts included in Schedule RC-Q, item 13, that are greater than $25,000 and exceed 25% of item 13): M.2. RCFDF261 RCFDF689 RCFDF697 RCFDF262 RCFDF263 0 0 0 0 0 M.2.a. a. Loan commitments (not accounted for as derivatives)............... RCFDG566 RCFDG567 RCFDG568 RCFDG569 RCFDG570 572,586 418,492 612 990,466 0 M.2.b. b. Nontrading derivative liabilities................................................... Schedule RC-Q - Assets and Liabilities Measured at Fair Value on a Recurring Basis Memoranda Dollar amounts in thousands M.2.c. 1. Describe component.................................................................................................................................................... TEXTG571 M.2.c.1. Schedule RC-Q - Assets and Liabilities Measured at Fair Value on a Recurring Basis RCFDG571RCFDG572RCFDG573RCFDG574RCFDG575 0 0 0 0 0 M.2.c.2. 2. Amount of component....................................................................... Schedule RC-Q - Assets and Liabilities Measured at Fair Value on a Recurring Basis Memoranda Dollar amounts in thousands M.2.d. 1. Describe component.................................................................................................................................................... TEXTG576 M.2.d.1. Schedule RC-Q - Assets and Liabilities Measured at Fair Value on a Recurring Basis RCFDG576RCFDG577RCFDG578RCFDG579RCFDG580 0 0 0 0 0 M.2.d.2. 2. Amount of component....................................................................... Dollar amounts in thousands (Column A) Total(Column B) (Column C)(Column D)(Column E) Fair ValueLESS: AmountsLevel 1 FairLevel 2 FairLevel 3 Fair Reported onNetted in theValueValueValue Schedule RC Determination of Measurements Measurements Measurements Total Fair Value d. Disclose component and the dollar amount of that component: Dollar amounts in thousands (Column A) Total(Column B) (Column C)(Column D)(Column E) Fair ValueLESS: AmountsLevel 1 FairLevel 2 FairLevel 3 Fair Reported onNetted in theValueValueValue Schedule RC Determination of Measurements Measurements Measurements Total Fair Value c. Disclose component and the dollar amount of that component: Dollar amounts in thousands (Column A) Total(Column B) (Column C)(Column D)(Column E) Fair ValueLESS: AmountsLevel 1 FairLevel 2 FairLevel 3 Fair Reported onNetted in theValueValueValue Schedule RC Determination of Measurements Measurements Measurements Total Fair Value

HSBC BANK USA, NATIONAL ASSOCIATION RSSD-ID 413208 Last Updated on 2/8/2016 FFIEC 031 Report Date 12/31/2015 56 Schedule RC-Q - Assets and Liabilities Measured at Fair Value on a Recurring Basis Memoranda Dollar amounts in thousands M.2.e. TEXTG581 M.2.e.1. 1. Describe component.................................................................................................................................................... Schedule RC-Q - Assets and Liabilities Measured at Fair Value on a Recurring Basis RCFDG581RCFDG582RCFDG583RCFDG584RCFDG585 0 0 0 0 0 M.2.e.2. 2. Amount of component....................................................................... Schedule RC-Q - Assets and Liabilities Measured at Fair Value on a Recurring Basis Memoranda Dollar amounts in thousands M.2.f. TEXTG586 M.2.f.1. 1. Describe component.................................................................................................................................................... Schedule RC-Q - Assets and Liabilities Measured at Fair Value on a Recurring Basis RCFDG586RCFDG587RCFDG588RCFDG589RCFDG590 0 0 0 0 0 M.2.f.2. 2. Amount of component....................................................................... Dollar amounts in thousands (Column A) Total(Column B) (Column C)(Column D)(Column E) Fair ValueLESS: AmountsLevel 1 FairLevel 2 FairLevel 3 Fair Reported onNetted in theValueValueValue Schedule RC Determination of Measurements Measurements Measurements Total Fair Value f. Disclose component and the dollar amount of that component: Dollar amounts in thousands (Column A) Total(Column B) (Column C)(Column D)(Column E) Fair ValueLESS: AmountsLevel 1 FairLevel 2 FairLevel 3 Fair Reported onNetted in theValueValueValue Schedule RC Determination of Measurements Measurements Measurements Total Fair Value e. Disclose component and the dollar amount of that component:

HSBC BANK USA, NATIONAL ASSOCIATION RSSD-ID 413208 Last Updated on 2/8/2016 FFIEC 031 Report Date 12/31/2015 57 Schedule RC-R Part I - Regulatory Capital Components and Ratios Dollar amounts in thousands 1. Common stock plus related surplus, net of treasury stock and unearned employee stock ownership plan (ESOP) shares.............................................................................................................................................................................. 2. Retained earnings....................................................................................................................................................... 3. Accumulated other comprehensive income (AOCI)..................................................................................................... a. AOCI opt-out election (enter "1" for Yes; enter "0" for No.) (Advanced approaches institutions must enter "0" for No.)..................................................................................................................................................................... 4. Common equity tier 1 minority interest includable in common equity tier 1 capital..................................................... 5. Common equity tier 1 capital before adjustments and deductions (sum of items 1 through 4)................................... 6. LESS: Goodwill net of associated deferred tax liabilities (DTLs)................................................................................. 7. LESS: Intangible assets (other than goodwill and mortgage servicing assets (MSAs)), net of associated DTLs....... 8. LESS: Deferred tax assets (DTAs) that arise from net operating loss and tax credit carryforwards, net of any related valuation allowances and net of DTLs............................................................................................................................. 9. AOCI-related adjustments (items 9.a through 9.e are effective January 1, 2015) (if entered "1" for Yes in item 3.a, complete only items 9.a through 9.e; if entered "0" for No in item 3.a, complete only item 9.f): a. LESS: Net unrealized gains (losses) on available-for-sale securities (if a gain, report as a positive value; if a loss, report as a negative value).............................................................................................................................. b. LESS: Net unrealized loss on available-for-sale preferred stock classified as an equity security under GAAP and available-for-sale equity exposures (report loss as a positive value)................................................................ c. LESS: Accumulated net gains (losses) on cash flow hedges (if a gain, report as a positive value; if a loss, report as a negative value)................................................................................................................................................. d. LESS: Amounts recorded in AOCI attributed to defined benefit postretirement plans resulting from the initial and subsequent application of the relevant GAAP standards that pertain to such plans (if a gain, report as a positive value; if a loss, report as a negative value)................................................................................................. e. LESS: Net unrealized gains (losses) on held-to-maturity securities that are included in AOCI (if a gain, report as a positive value; if a loss, report as a negative value)......................................................................................... f. LESS: Accumulated net gain (loss) on cash flow hedges included in AOCI, net of applicable income taxes, that relate to the hedging of items that are not recognized at fair value on the balance sheet (if a gain, report as a positive value; if a loss, report as a negative value) (To be completed only by institutions that entered "0" for No in item 3.a)............................................................................................................................................................... 10. Other deductions from (additions to) common equity tier 1 capital before threshold-based deductions: a. LESS: Unrealized net gain (loss) related to changes in the fair value of liabilities that are due to changes in own credit risk (if a gain, report as a positive value; if a loss, report as a negative value).............................................. b. LESS: All other deductions from (additions to) common equity tier 1 capital before threshold-based deductions. 11. LESS: Non-significant investments in the capital of unconsolidated financial institutions in the form of common stock that exceed the 10 percent threshold for non-significant investments................................................................... 12. Subtotal (item 5 minus items 6 through 11)............................................................................................................... 13. LESS: Significant investments in the capital of unconsolidated financial institutions in the form of common stock, net of associated DTLs, that exceed the 10 percent common equity tier 1 capital deduction threshold......................... 14. LESS: MSAs, net of associated DTLs, that exceed the 10 percent common equity tier 1 capital deduction threshold.......................................................................................................................................................................... 15. LESS: DTAs arising from temporary differences that could not be realized through net operating loss carrybacks, net of related valuation allowances and net of DTLs, that exceed the 10 percent common equity tier 1 capital deduction threshold.......................................................................................................................................................................... 16. LESS: Amount of significant investments in the capital of unconsolidated financial institutions in the form of common stock, net of associated DTLs; MSAs, net of associated DTLs; and DTAs arising from temporary differences that could not be realized through net operating loss carrybacks, net of related valuation allowances and net of DTLs; that exceeds the 15 percent common equity tier 1 capital deduction threshold................................................................................... 17. LESS: Deductions applied to common equity tier 1 capital due to insufficient amounts of additional tier 1 capital and tier 2 capital to cover deductions.............................................................................................................................. 18. Total adjustments and deductions for common equity tier 1 capital (sum of items 13 through 17)............................ 19. Common equity tier 1 capital (item 12 minus item 18).............................................................................................. 20. Additional tier 1 capital instruments plus related surplus.......................................................................................... 21. Non-qualifying capital instruments subject to phase out from additional tier 1 capital ............................................. 22. Tier 1 minority interest not included in common equity tier 1 capital......................................................................... 23. Additional tier 1 capital before deductions (sum of items 20, 21, and 22)................................................................. 24. LESS: Additional tier 1 capital deductions................................................................................................................. 25. Additional tier 1 capital (greater of item 23 minus item 24, or zero).......................................................................... 26. Tier 1 capital (sum of items 19 and 25)..................................................................................................................... RCFAP742 18,509,265 1. RCFD3632 3,175,372 2. RCFAB530 -265,543 3. RCOAP838 0 3.a. RCFAP839 0 4. RCFAP840 21,419,094 5. RCFAP841 1,611,655 6. RCFAP842 16,246 7. RCFAP843 2,273 8. 9. RCFAP844 NR 9.a. RCFAP845 NR 9.b. RCFAP846 NR 9.c. 9.d. NR 9.e. RCFAP848 9.f. 10. 122,344 10.a. RCFAQ258 39,821 10.b. RCFAP850 0 11. RCFAP851 19,796,088 12. RCFAP852 0 13. RCFAP853 0 14. RCFAP854 15. 16. RCFAP857 0 17. RCFAP858 0 18. RCFAP859 19,796,088 19. RCFAP860 2,500,000 20. RCFAP861 0 21. RCFAP862 0 22. RCFAP863 2,500,000 23. RCFAP864 186,926 24. RCFAP865 2,313,074 25. RCFA8274 22,109,162 26. RCFAP8550 RCFAP8560 RCFAP849-169,333 RCFAP847NR

HSBC BANK USA, NATIONAL ASSOCIATION RSSD-ID 413208 Last Updated on 2/8/2016 FFIEC 031 Report Date 12/31/2015 58 Dollar amounts in thousands RCFAP866 3,547,519 27. 27. Tier 2 capital instruments plus related surplus.......................................................................................................... 28. Non-qualifying capital instruments subject to phase out from tier 2 capital............................................................... 29. Total capital minority interest that is not included in tier 1 capital.............................................................................. 30. Allowance for loan and lease losses and eligible credit reserves includable in tier 2 capital a. Allowance for loan and lease losses includable in tier 2 capital........................................................................... b. (Advanced approaches institutions that exit parallel run only): Eligible credit reserves includable in tier 2 capital. 31. Unrealized gains on available-for-sale preferred stock classified as an equity security under GAAP and available-for-sale equity exposures includable in tier 2 capital........................................................................................ 32. Tier 2 capital before deductions a. Tier 2 capital before deductions (sum of items 27 through 30.a, plus item 31).................................................... b. (Advanced approaches institutions that exit parallel run only): Tier 2 capital before deductions (sum of items 27 through 29, plus items 30.b and 31).................................................................................................................... 33. LESS: Tier 2 capital deductions................................................................................................................................. 34. Tier 2 capital a. Tier 2 capital (greater of item 32.a minus item 33, or zero).................................................................................. b. (Advanced approaches institutions that exit parallel run only): Tier 2 capital (greater of item 32.b minus item 33, or zero)............................................................................................................................................................... 35. Total capital a. Total capital (sum of items 26 and 34.a)............................................................................................................... b. (Advanced approaches institutions that exit parallel run only): Total capital (sum of items 26 and 34.b)............. 36. Average total consolidated assets............................................................................................................................. 37. LESS: Deductions from common equity tier 1 capital and additional tier 1 capital (sum of items 6, 7, 8, 10.b, 11, 13 through 17, and certain elements of item 24 - see instructions)................................................................................ 38. LESS: Other deductions from (additions to) assets for leverage ratio purposes....................................................... 39. Total assets for the leverage ratio (item 36 minus items 37 and 38).......................................................................... 40. Total risk-weighted assets a. Total risk-weighted assets (from Schedule RC-R, Part II, item 31)...................................................................... b. (Advanced approaches institutions that exit parallel run only): Total riskweighted assets using advanced approaches rule (from FFIEC 101 Schedule A, item 60)......................................................................................... RCFAP867 0 28. RCFAP868 0 29. 30. RCFA5310 1,013,162 30.a. RCFW5310 NR 30.b. RCFAQ257 146 31. 32. 4,560,827 32.a. RCFAP870 NR 32.b. RCFWP870 0 33. RCFAP872 34. 4,560,827 34.a. RCFA5311 NR 34.b. RCFW5311 35. 26,669,989 35.a. RCFA3792 NR 35.b. RCFW3792 192,712,206 36. RCFD3368 1,673,404 37. RCFAP875 -215,291 38. RCFAB596 191,254,093 39. RCFAA224 40. 143,542,866 40.a. RCFAA223 NR 40.b. RCFWA223 Schedule RC-R Part I - Regulatory Capital Components and Ratios Dollar amounts in thousands (Column A) Percentage (Column B) Percentage 41. Common equity tier 1 capital ratio (Column A: item 19 divided by item 40.a) (Advanced approaches institutions that exit parallel run only: Column B: item 19 divided by item 40.b)...... 42. Tier 1 capital ratio (Column A: item 26 divided by item 40.a) (Advanced approaches institutions that exit parallel run only: Column B: item 26 divided by item 40.b)........................ 43. Total capital ratio (Column A: item 35.a divided by item 40.a) (Advanced approaches institutions that exit parallel run only: Column B: item 35.b divided by item 40.b)..................... RCFAP793 13.79% RCFWP793 NR 41. RCFA7206 15.40% RCFW7206 NR 42. RCFA7205 18.58% RCFW7205 NR 43. Schedule RC-R Part I - Regulatory Capital Components and Ratios Dollar amounts in thousands 11.56% 44. RCFA7204 44. Tier 1 leverage ratio (item 26 divided by item 39)...................................................................................................... 45. Advanced approaches institutions only: Supplementary leverage ratio (from FFIEC 101 Schedule A, item 98) (effective date to be determined) 46. Institution-specific capital buffer necessary to avoid limitations on distributions and discretionary bonus payments (effective January 1, 2016): a. Capital conservation buffer b. (Advanced approaches institutions that exit parallel run only): Total applicable capital buffer 47. Eligible retained income (effective January 1, 2016) 48. Distributions and discretionary bonus payments during the quarter (effective January 1, 2016) 45. 46. 46.a. 46.b. 47. 48.

HSBC BANK USA, NATIONAL ASSOCIATION RSSD-ID 413208 Last Updated on 2/8/2016 FFIEC 031 Report Date 12/31/2015 59 Schedule RC-R Part II - Risk-Weighted Assets 1. 2. 2.a. 2.b. 3. 3.a. 3.b. 4. 4.a. 4.b. 4.c. Schedule RC-R Part II - Risk-Weighted Assets 1. Dollar amounts in thousands (Column K)(Column L)(Column M) (Column N)(Column O)(Column P) (Column Q)(Column R)(Column S) Allocation by Allocation by Allocation by Allocation by Allocation by Allocation by Allocation by Application of Application of Risk-WeightRisk-WeightRisk-WeightRisk-WeightRisk-WeightRisk-WeightRisk-Weight Other Other Category 250% Category 300% Category 400% Category 600% Category 625% CategoryCategoryRisk-Weighting Risk-Weighting 937.5%1,250%ApproachesApproaches Exposure Risk-Weighted AmountAsset Amount 1. Cash and balances due from depository institutions Dollar amounts in thousands (Column A)(Column B) (Column C)(Column D)(Column E)(Column F)(Column G)(Column H)(Column I)(Column J) Totals from Adjustments Allocation by Allocation by Allocation by Allocation by Allocation by Allocation by Allocation by Allocation by Schedule RC to TotalsRisk-Weight Risk-Weight Risk-Weight Risk-Weight Risk-Weight Risk-Weight Risk-Weight Risk-Weight Reported in Category 0% Category 2% Category 4% Category 10% Category 20% Category 50%CategoryCategory Column A100%150% 1. Cash and balances due from depository institutions........... RCFDD957RCFDS396RCFDD958 RCFDD959RCFDS397RCFDD960RCFDS398 8,394,68207,033,849 1,298,5885,76431,50524,976 2. Securities: a. Held-to-maturity securities........................................... b. Available-for-sale securities.......................................... RCFDD961RCFDS399RCFDD962 RCFDD963RCFDD964RCFDD965RCFDS400 14,013,04809,296,708 4,711,0195,32000 RCFDD966RCFDS402RCFDD967 RCFDD968RCFDD969RCFDD970RCFDS403 35,437,331029,253,090 5,921,92312,156250,1620 3. Federal funds sold and securities purchased under agreements to resell: a. Federal funds sold in domestic offices......................... b. Securities purchased under agreements to resell........ RCOND971 RCOND972 RCOND973RCONS410RCOND974RCONS411 0 0 0000 RCFDH171RCFDH172 19,846,61219,846,612 4. Loans and leases held for sale: a. Residential mortgage exposures................................. b. High volatility commercial real estate exposures......... c. Exposures past due 90 days or more or on nonaccrual....................................................................... RCFDS413RCFDS414RCFDH173 RCFDS415RCFDS416RCFDS417 6,22200 05,0641,159 RCFDS419RCFDS420RCFDH174 RCFDH175RCFDH176RCFDH177RCFDS421 74,30000 00074,300 RCFDS423RCFDS424RCFDS425 RCFDS426RCFDS427RCFDS428RCFDS429 25,98100 00025,981

HSBC BANK USA, NATIONAL ASSOCIATION RSSD-ID 413208 Last Updated on 2/8/2016 FFIEC 031 Report Date 12/31/2015 60 2. 2.a. 2.b. 3. 3.a. 3.b. 4. 4.a. 4.b. 4.c. Dollar amounts in thousands (Column K)(Column L)(Column M) (Column N)(Column O)(Column P) (Column Q)(Column R)(Column S) Allocation by Allocation by Allocation by Allocation by Allocation by Allocation by Allocation by Application of Application of Risk-WeightRisk-WeightRisk-WeightRisk-WeightRisk-WeightRisk-WeightRisk-Weight Other Other Category 250% Category 300% Category 400% Category 600% Category 625% CategoryCategoryRisk-Weighting Risk-Weighting 937.5%1,250%ApproachesApproaches Exposure Risk-Weighted AmountAsset Amount 2. Securities: a. Held-to-maturity securities b. Available-for-sale securities................................................. 3. Federal funds sold and securities purchased under agreements to resell: a. Federal funds sold in domestic offices b. Securities purchased under agreements to resell 4. Loans and leases held for sale: a. Residential mortgage exposures......................................... b. High volatility commercial real estate exposures................. c. Exposures past due 90 days or more or on nonaccrual...... RCFDS405 RCFDS406 RCFDH271RCFDH272 0 0 00 RCFDH273RCFDH274 00 RCFDH275RCFDH276 00 RCFDH277RCFDH278 00

HSBC BANK USA, NATIONAL ASSOCIATION RSSD-ID 413208 Last Updated on 2/8/2016 FFIEC 031 Report Date 12/31/2015 61 Schedule RC-R Part II - Risk-Weighted Assets 4. 4.d. 5. 5.a. 5.b. 5.c. 5.d. 6. 7. 8. 8.a. 8.b. Dollar amounts in thousands (Column A)(Column B) (Column C)(Column D)(Column E)(Column F)(Column G)(Column H)(Column I)(Column J) Totals from Adjustments Allocation by Allocation by Allocation by Allocation by Allocation by Allocation by Allocation by Allocation by Schedule RC to TotalsRisk-Weight Risk-Weight Risk-Weight Risk-Weight Risk-Weight Risk-Weight Risk-Weight Risk-Weight Reported in Category 0% Category 2% Category 4% Category 10% Category 20% Category 50%CategoryCategory Column A100%150% 4. Loans and leases held for sale (continued): d. All other exposures...................................................... RCFDS431RCFDS432RCFDS433 RCFDS434RCFDS435RCFDS436RCFDS437 1,940,46600 001,940,41551 5. Loans and leases, net of unearned income: a. Residential mortgage exposures................................. b. High volatility commercial real estate exposures......... c. Exposures past due 90 days or more or on nonaccrual....................................................................... d. All other exposures...................................................... 6. LESS: Allowance for loan and lease losses........................ 7. Trading assets..................................................................... 8. All other assets.................................................................... RCFDS439RCFDS440RCFDH178 RCFDS441RCFDS442RCFDS443 19,354,84600 507,81415,454,7043,392,328 RCFDS445RCFDS446RCFDH179 RCFDH180RCFDH181RCFDH182RCFDS447 690,02000 000690,020 RCFDS449RCFDS450RCFDS451 RCFDS452RCFDS453RCFDS454RCFDS455 256,71900 000256,719 RCFDS457RCFDS458RCFDS459 RCFDS460RCFDS461RCFDS462RCFDS463 57,692,9270506,529 767,642836,30152,717,3472,865,108 RCFD3123RCFD3123 912,403912,403 RCFDD976RCFDS466RCFDD977 RCFDD978RCFDD979RCFDD980RCFDS467 16,750,65313,880,6350 002,870,0180 RCFDD981RCFDS469RCFDD982 RCFDD983RCFDD984RCFDD985RCFDH185 8,795,3722,912,436560,017 375,72840,6614,628,6110 a. Separate account bank-owned life insurance b. Default fund contributions to central counterparties

HSBC BANK USA, NATIONAL ASSOCIATION RSSD-ID 413208 Last Updated on 2/8/2016 FFIEC 031 Report Date 12/31/2015 62 Schedule RC-R Part II - Risk-Weighted Assets 4. 4.d. 5. 5.a. 5.b. 5.c. 5.d. 6. 7. 8. 8.a. 8.b. Dollar amounts in thousands (Column K)(Column L)(Column M) (Column N)(Column O)(Column P) (Column Q)(Column R)(Column S) Allocation by Allocation by Allocation by Allocation by Allocation by Allocation by Allocation by Application of Application of Risk-WeightRisk-WeightRisk-WeightRisk-WeightRisk-WeightRisk-WeightRisk-Weight Other Other Category 250% Category 300% Category 400% Category 600% Category 625% CategoryCategoryRisk-Weighting Risk-Weighting 937.5%1,250%ApproachesApproaches Exposure Risk-Weighted AmountAsset Amount 4. Loans and leases held for sale (continued): d. All other exposures.............................................................. 5. Loans and leases, net of unearned income: a. Residential mortgage exposures......................................... b. High volatility commercial real estate exposures................. c. Exposures past due 90 days or more or on nonaccrual...... d. All other exposures.............................................................. 6. LESS: Allowance for loan and lease losses 7. Trading assets............................................................................. 8. All other assets........................................................................... a. Separate account bank-owned life insurance...................... b. Default fund contributions to central counterparties............ RCFDH279RCFDH280 00 RCFDH281RCFDH282 00 RCFDH283RCFDH284 00 RCFDH285RCFDH286 00 RCFDH287RCFDH288 00 RCFDH186RCFDH290RCFDH187 RCFDH291RCFDH292 000 00 RCFDH188RCFDS470RCFDS471 RCFDH294RCFDH295 000 00 RCFDH296RCFDH297 220,202220,202 RCFDH298RCFDH299 57,71617,800

HSBC BANK USA, NATIONAL ASSOCIATION RSSD-ID 413208 Last Updated on 2/8/2016 FFIEC 031 Report Date 12/31/2015 63 Schedule RC-R Part II - Risk-Weighted Assets 9. RCFDS475 RCFDS476 RCFDS477 RCFDS478 RCFDS479 6,987 6,987 0 5,465 0 9.a. a. Held-to-maturity securities......................................................... RCFDS480 RCFDS481 RCFDS482 RCFDS483 RCFDS484 84,614 84,315 299 128,897 0 9.b. b. Available-for-sale securities........................................................ RCFDS485 RCFDS486 RCFDS487 RCFDS488 RCFDS489 423,915 418,085 5,830 489,784 0 9.c. c. Trading assets............................................................................. RCFDS490 RCFDS491 RCFDS492 RCFDS493 RCFDS494 255,923 255,923 0 64,997 0 9.d. d. All other on-balance sheet securitization exposures.................. RCFDS495 RCFDS496 RCFDS497 RCFDS498 RCFDS499 4,034,305 3,959,576 74,730 1,168,008 0 10. 10. Off-balance sheet securitization exposures..................................... Dollar amounts in thousands (Column A)(Column B)(Column Q)(Column T) Total (Column U) Total TotalsAdjustments toExposureRisk-Weighted Risk-Weighted Totals Reported Amount 1,250% Asset Amount Asset Amount in Column Aby Calculation by Calculation MethodologyMethodology SSFAGross-Up 9. On-balance sheet securitization exposures:

HSBC BANK USA, NATIONAL ASSOCIATION RSSD-ID 413208 Last Updated on 2/8/2016 FFIEC 031 Report Date 12/31/2015 64 Schedule RC-R Part II - Risk-Weighted Assets 11. Schedule RC-R Part II - Risk-Weighted Assets 11. Schedule RC-R Part II - Risk-Weighted Assets 12. 13. 14. 15. Schedule RC-R Part II - Risk-Weighted Assets Dollar amounts in thousands (Column A)(Column B) (Column C)(Column D)(Column E)(Column F)(Column G)(Column H)(Column I)(Column J) Face,CreditAllocation by Allocation by Allocation by Allocation by Allocation by Allocation by Allocation by Allocation by Notional, orEquivalentRisk-Weight Risk-Weight Risk-Weight Risk-Weight Risk-Weight Risk-Weight Risk-Weight Risk-Weight Other AmountAmountCategory 0% Category 2% Category 4% Category 10% Category 20% Category 50%CategoryCategory 100%150% 12. Financial standby letters of credit...................................... 13. Performance standby letters of credit and transaction-related contingent items....................................... 14. Commercial and similar letters of credit with an original maturity of one year or less..................................................... 15. Retained recourse on small business obligations sold with recourse.................................................................................. RCFDD991RCFDD992RCFDD993 RCFDD994RCFDD995RCFDD996RCFDS511 6,341,7306,341,730477,530 576,7527,7765,103,421176,252 RCFDD997RCFDD998RCFDD999 RCFDG603RCFDG604RCFDG605RCFDS512 3,095,5421,547,771397,540 98,5264,6971,035,49111,516 RCFDG606RCFDG607RCFDG608 RCFDG609RCFDG610RCFDG611RCFDS513 268,50553,7010 5,9734,40742,746576 RCFDG612RCFDG613RCFDG614 RCFDG615RCFDG616RCFDG617RCFDS514 000 0000 Dollar amounts in thousands (Column K) (Column L)(Column M)(Column N) (Column O) (Column P)(Column Q)(Column R) Allocation byAllocation byAllocation byAllocation byAllocation byAllocation byAllocation byApplication of Risk-WeightRisk-WeightRisk-WeightRisk-WeightRisk-WeightRisk-WeightRisk-Weight Other Category 250% Category 300% Category 400% Category 600% Category 625% Category 937.5% Category 1,250% Risk-Weighting Approaches Exposure Amount 11. Total balance sheet assets................................................................ RCFDS505RCFDS506RCFDS507 RCFDS510RCFDH300 000 6,129277,918 Dollar amounts in thousands (Column A)(Column B) (Column C)(Column D)(Column E)(Column F)(Column G)(Column H)(Column I)(Column J) Totals From Adjustments Allocation by Allocation by Allocation by Allocation by Allocation by Allocation by Allocation by Allocation by Schedule RCto TotalsRisk-Weight Risk-Weight Risk-Weight Risk-Weight Risk-Weight Risk-Weight Risk-Weight Risk-Weight Reported in Category 0% Category 2% Category 4% Category 10% Category 20% Category 50%CategoryCategory Column A100%150% 11. Total balance sheet assets................................................ RCFD2170RCFDS500RCFDD987 RCFDD988RCFDD989RCFDD990RCFDS503 183,138,21536,492,59046,650,193 13,582,71416,359,97065,831,5453,937,155

HSBC BANK USA, NATIONAL ASSOCIATION RSSD-ID 413208 Last Updated on 2/8/2016 FFIEC 031 Report Date 12/31/2015 65 16. 17. 18. 18.a. 18.b. 18.c. 19. 20. 21. 22. Dollar amounts in thousands (Column A)(Column B) (Column C)(Column D)(Column E)(Column F)(Column G)(Column H)(Column I)(Column J) Face,CreditAllocation by Allocation by Allocation by Allocation by Allocation by Allocation by Allocation by Allocation by Notional, orEquivalentRisk-Weight Risk-Weight Risk-Weight Risk-Weight Risk-Weight Risk-Weight Risk-Weight Risk-Weight Other AmountAmountCategory 0% Category 2% Category 4% Category 10% Category 20% Category 50%CategoryCategory 100%150% 16. Repo-style transactions..................................................... 17. All other off-balance sheet liabilities.................................. RCFDS515RCFDS516RCFDS517RCFDS518RCFDS519 RCFDS520RCFDS521RCFDS522RCFDS523 1,839,4211,839,42101,491,5050 10,1940337,7220 RCFDG618RCFDG619RCFDG620 RCFDG621RCFDG622RCFDG623RCFDS524 498498165 003330 18. Unused commitments: a. Original maturity of one year or less, excluding asset-backed commercial paper (ABCP) conduits.......... RCFDS525RCFDS526RCFDS527 RCFDS528RCFDS529RCFDS530RCFDS531 14,650,5902,930,1180 80,0004,6102,798,77546,734 b. Original maturity of one year or less to ABCP conduits c. Original maturity exceeding one year........................... 19. Unconditionally cancelable commitments......................... RCFDG624RCFDG625RCFDG626 RCFDG627RCFDG628RCFDG629RCFDS539 65,621,84432,810,922685 84,50035032,563,087162,300 RCFDS540RCFDS541 8,289,9140 20. Over-the-counter derivatives............................................. 21. Centrally cleared derivatives............................................. RCFDS542RCFDS543 RCFDS544RCFDS545RCFDS546RCFDS547RCFDS548 21,428,213219,182 012,762,60315,0028,366,61664,809 RCFDS549RCFDS550RCFDS551RCFDS552 RCFDS554RCFDS555RCFDS556RCFDS557 6,066,03306,066,0330 0000 22. Unsettled transactions (failed trades)................................ RCFDH191 RCFDH193 RCFDH194RCFDH195RCFDH196RCFDH197 41,802 41,480 00800

HSBC BANK USA, NATIONAL ASSOCIATION RSSD-ID 413208 Last Updated on 2/8/2016 FFIEC 031 Report Date 12/31/2015 66 Schedule RC-R Part II - Risk-Weighted Assets 16. 17. 18. 18.a. 18.b. 18.c. 19. 20. 21. 22. Dollar amounts in thousands (Column O)(Column P)(Column Q) (Column R)(Column S) Allocation byAllocation byAllocation byApplication ofApplication of Risk-WeightRisk-WeightRisk-WeightOtherOther Category 625% Category 937.5% Category 1,250% Risk-Weighting Risk-Weighting ApproachesApproaches CreditRisk-Weighted EquivalentAsset Amount Amount 16. Repo-style transactions................................................................... 17. All other off-balance sheet liabilities 18. Unused commitments: a. Original maturity of one year or less, excluding asset-backed commercial paper (ABCP) conduits............................................... b. Original maturity of one year or less to ABCP conduits c. Original maturity exceeding one year......................................... 19. Unconditionally cancelable commitments 20. Over-the-counter derivatives.................................................... 21. Centrally cleared derivatives RCFDH301RCFDH302 00 RCFDH303RCFDH304 00 RCFDH307RCFDH308 00 RCFDH309RCFDH310 00 22. Unsettled transactions (failed trades)....................................... RCFDH198RCFDH199RCFDH200 3318128

HSBC BANK USA, NATIONAL ASSOCIATION RSSD-ID 413208 Last Updated on 2/8/2016 FFIEC 031 Report Date 12/31/2015 67 Schedule RC-R Part II - Risk-Weighted Assets 23. Total assets, derivatives, off-balance sheet items, and other items subject to risk weighting by risk-weight category (for each of columns C through P, sum of items 11 through 22; for column Q, sum of items 10 through 22).............................................................................................. RCFDG630 RCFDS558 RCFDS559 RCFDS560 RCFDG631 RCFDG632 RCFDG633 RCFDS561 47,786,775 7,557,538 0 0 27,201,262 16,396,812 116,079,816 4,399,342 23. 24. Risk weight factor 24. RCFDG634 RCFDS569 RCFDS570 RCFDS571 RCFDG635 RCFDG636 RCFDG637 RCFDS572 25. Risk-weighted assets by risk-weight category (for each column, item 23 multiplied by item 24)......................................................................... 0 151,151 0 0 5,440,252 8,198,406 116,079,816 6,599,013 25. Schedule RC-R Part II - Risk-Weighted Assets 23. 24. 25. Dollar amounts in thousands (Column K)(Column L)(Column M)(Column N)(Column O)(Column P)(Column Q) Allocation by Allocation byAllocation by Allocation by Allocation by Allocation byAllocation by Risk-Weight Risk-WeightRisk-Weight Risk-Weight Risk-Weight Risk-WeightRisk-Weight Category 250% Category 300%Category 400% Category 600% Category 625% Category 937.5% Category 1,250% 23. Total assets, derivatives, off-balance sheet items, and other items subject to risk weighting by risk-weight category (for each of columns C through P, sum of items 11 through 22; for column Q, sum of items 10 through 22)......... 24. Risk weight factor 25. Risk-weighted assets by risk-weight category (for each column, item 23 multiplied by item 24)........................................................................................ RCFDS563RCFDS564RCFDS565RCFDS566RCFDS567RCFDS568 0003318180,887 RCFDS574RCFDS575RCFDS576RCFDS577RCFDS578RCFDS579 0002061,6971,011,088 Dollar amounts in thousands (Column C) (Column D) (Column E)(Column F) (Column G) (Column H) (Column I)(Column J) Allocation byAllocation byAllocation by Allocation by Allocation by Allocation byAllocation byAllocation by Risk-WeightRisk-WeightRisk-Weight Risk-Weight Risk-Weight Risk-WeightRisk-WeightRisk-Weight Category 0%Category 2%Category 4%Category 10%Category 20%Category 50% Category 100% Category 150%

HSBC BANK USA, NATIONAL ASSOCIATION RSSD-ID 413208 Last Updated on 2/8/2016 FFIEC 031 Report Date 12/31/2015 68 Schedule RC-R Part II - Risk-Weighted Assets Dollar amounts in thousands 26. Risk-weighted assets base for purposes of calculating the allowance for loan and lease losses 1.25 percent threshold.......................................................................................................................................................................... 27. Standardized market-risk weighted assets (applicable only to banks that are covered by the market risk capital rule)................................................................................................................................................................................. 28. Risk-weighted assets before deductions for excess allowance of loan and lease losses and allocated risk transfer risk reserve...................................................................................................................................................................... 29. LESS: Excess allowance for loan and lease losses.................................................................................................. 30. LESS: Allocated transfer risk reserve........................................................................................................................ 31. Total risk-weighted assets (item 28 minus items 29 and 30)..................................................................................... RCFDS580 139,763,708 26. RCFDS581 3,966,084 27. RCFDB704 143,542,866 28. RCFDA222 0 29. RCFD3128 0 30. RCFDG641 143,542,866 31. Memoranda 1. Current credit exposure across all derivative contracts covered by the regulatory capital rules................................. RCFDG642 10,618,761 M.1. Schedule RC-R Part II - Risk-Weighted Assets Memoranda M.2. 309,382,494 493,796,328 260,826,847 M.2.a. RCFDS582 RCFDS583 RCFDS584 a. Interest rate........................................................................................... b. Foreign exchange rate and gold............................................................ c. Credit (investment grade reference asset)............................................. d. Credit (non-investment grade reference asset)..................................... e. Equity..................................................................................................... f. Precious metals (except gold)................................................................ g. Other..................................................................................................... 3. Notional principal amounts of centrally cleared derivative contracts: a. Interest rate........................................................................................... b. Foreign exchange rate and gold............................................................ c. Credit (investment grade reference asset)............................................. d. Credit (non-investment grade reference asset)..................................... e. Equity..................................................................................................... f. Precious metals (except gold)................................................................ g. Other..................................................................................................... 892,961,952 132,302,291 49,765,326 M.2.b. RCFDS585 RCFDS586 RCFDS587 9,264,340 25,205,528 1,017,340 M.2.c. RCFDS588 RCFDS589 RCFDS590 12,892,595 27,115,723 1,013,976 M.2.d. RCFDS591 RCFDS592 RCFDS593 21,750,202 14,346,886 3,835,839 M.2.e. RCFDS594 RCFDS595 RCFDS596 5,402,617 598,042 0 M.2.f. RCFDS597 RCFDS598 RCFDS599 190,778 139,310 0 M.2.g. RCFDS600 RCFDS601 RCFDS602 M.3. 403,979,119 669,934,441 469,563,430 M.3.a. RCFDS603 RCFDS604 RCFDS605 0 0 0 M.3.b. RCFDS606 RCFDS607 RCFDS608 964,391 4,179,125 121,504 M.3.c. RCFDS609 RCFDS610 RCFDS611 1,136,728 7,444,514 364,770 M.3.d. RCFDS612 RCFDS613 RCFDS614 0 0 0 M.3.e. RCFDS615 RCFDS616 RCFDS617 0 0 0 M.3.f. RCFDS618 RCFDS619 RCFDS620 0 0 0 M.3.g. RCFDS621 RCFDS622 RCFDS623 Dollar amounts in thousands (Column A) With a(Column B) With a(Column C) With a remaining maturity of One remaining maturity of Over remaining maturity of Over year or lessone year through fivefive years years 2. Notional principal amounts of over-the-counter derivative contracts:

HSBC BANK USA, NATIONAL ASSOCIATION RSSD-ID 413208 Last Updated on 2/8/2016 FFIEC 031 Report Date 12/31/2015 69 Schedule RC-S - Servicing Securitization and Asset Sale Activities 1. Outstanding principal balance of assets sold and securitized by the reporting bank with servicing retained or with recourse or other seller-provided credit enhancements................................................................................................... 2. Maximum amount of credit exposure arising from recourse or other seller-provided credit enhancements provided to structures reported in item 1 in the form of: RCFDB705 RCFDB706 RCFDB707 RCFDB708 RCFDB709 RCFDB710 RCFDB711 1,150,751 0 0 0 0 0 0 1. 2. RCFDB712 RCFDB713 RCFDB714 RCFDB715 RCFDB716 RCFDB717 RCFDB718 a. Credit-enhancing interest-only strips (included in Schedules RC-B or RC-F or in Schedule RC, item 5)............................................................... 0 0 0 0 0 0 0 2.a. RCFDC393 RCFDC394 RCFDC395 RCFDC396 RCFDC397 RCFDC398 RCFDC399 0 0 0 0 0 0 0 2.b. b. Subordinated securities and other residual interests............................. RCFDC400 RCFDC401 RCFDC402 RCFDC403 RCFDC404 RCFDC405 RCFDC406 0 0 0 0 0 0 0 2.c. c. Standby letters of credit and other enhancements................................. RCFDB726 RCFDB727 RCFDB728 RCFDB729 RCFDB730 RCFDB731 RCFDB732 3. Reporting bank's unused commitments to provide liquidity to structures reported in item 1.............................................................................................. 0 0 0 0 0 0 0 3. 4. 4. Past due loan amounts included in item 1: RCFDB733 RCFDB734 RCFDB735 RCFDB736 RCFDB737 RCFDB738 RCFDB739 61,362 0 0 0 0 0 0 4.a. a. 30-89 days past due............................................................................... RCFDB740 RCFDB741 RCFDB742 RCFDB743 RCFDB744 RCFDB745 RCFDB746 4,196 0 0 0 0 0 0 4.b. b. 90 days or more past due...................................................................... 5. Charge-offs and recoveries on assets sold and securitized with servicing retained or with recourse or other seller-provided credit enhancements (calendar year-to-date): 5. RIADB747 RIADB748 RIADB749 RIADB750 RIADB751 RIADB752 RIADB753 0 0 0 0 0 0 0 5.a. a. Charge-offs............................................................................................ RIADB754 RIADB755 RIADB756 RIADB757 RIADB758 RIADB759 RIADB760 0 0 0 0 0 0 0 5.b. b. Recoveries............................................................................................. 6. 6. Amount of ownership (or seller's) interests carried as: 6.a. a. Securities (included in Schedule RC-B or in Schedule RC, item 5)....... 6.b. b. Loans (included in Schedule RC-C)....................................................... 7. 7. Past due loan amounts included in interests reported in item 6.a: RCFDB761RCFDB762 RCFDB763 00 0 RCFDB500RCFDB501 RCFDB502 00 0 Dollar amounts in thousands (Column A) 1-4 (Column B) Home (Column C) Credit (Column D) Auto (Column E) Other(Column F)(Column G) All Family ResidentialEquity LinesCard ReceivablesLoansConsumer Loans Commercial and Other Loans, All LoansIndustrial LoansLeases, and All Other Assets

HSBC BANK USA, NATIONAL ASSOCIATION RSSD-ID 413208 Last Updated on 2/8/2016 FFIEC 031 Report Date 12/31/2015 70 7.a. 7.b. 8. 8.a. 8.b. RCFDB776 RCFDB777 RCFDB778 RCFDB779 RCFDB780 RCFDB781 RCFDB782 9. Maximum amount of credit exposure arising from credit enhancements provided by the reporting bank to other institutions' securitization structures in the form of standby letters of credit, purchased subordinated securities, and other enhancements......................................................................................... 9. RCFDB783 RCFDB784 RCFDB785 RCFDB786 RCFDB787 RCFDB788 RCFDB789 10. Reporting bank's unused commitments to provide liquidity to other institutions' securitization structures.................................................................. 0 0 0 0 0 0 0 10. RCFDB790 RCFDB791 RCFDB792 RCFDB793 RCFDB794 RCFDB795 RCFDB796 11. Assets sold with recourse or other seller-provided credit enhancements and not securitized by the reporting bank......................................................... 0 0 0 0 0 0 0 11. RCFDB797 RCFDB798 RCFDB799 RCFDB800 RCFDB801 RCFDB802 RCFDB803 12. Maximum amount of credit exposure arising from recourse or other seller-provided credit enhancements provided to assets reported in item 11.... 0 0 0 0 0 0 0 12. 0000000 Dollar amounts in thousands (Column A) 1-4 (Column B) Home (Column C) Credit (Column D) Auto (Column E) Other(Column F)(Column G) All Family ResidentialEquity LinesCard ReceivablesLoansConsumer Loans Commercial and Other Loans, All LoansIndustrial LoansLeases, and All Other Assets a. 30-89 days past due .............................................................................. b. 90 days or more past due ..................................................................... 8. Charge-offs and recoveries on loan amounts included in interests reported in item 6.a (calendar year-to-date): a. Charge-offs............................................................................................ b. Recoveries............................................................................................. RCFDB764RCFDB765 RCFDB766 00 0 RCFDB767RCFDB768 RCFDB769 00 0 RIADB770RIADB771 RIADB772 00 0 RIADB773RIADB774 RIADB775 00 0

HSBC BANK USA, NATIONAL ASSOCIATION RSSD-ID 413208 Last Updated on 2/8/2016 FFIEC 031 Report Date 12/31/2015 71 Schedule RC-S - Servicing Securitization and Asset Sale Activities Memoranda Dollar amounts in thousands M.1. RCFDA249 0 M.1.a. a. Outstanding principal balance.............................................................................................................................. b. Amount of retained recourse on these obligations as of the report date.............................................................. 2. Outstanding principal balance of assets serviced for others (includes participations serviced for others): a. Closed-end 1-4 family residential mortgages serviced with recourse or other servicer-provided credit enhancements.......................................................................................................................................................... b. Closed-end 1-4 family residential mortgages serviced with no recourse or other servicer-provided credit enhancements.......................................................................................................................................................... c. Other financial assets (includes home equity lines)............................................................................................. d. 1-4 family residential mortgages serviced for others that are in process of foreclosure at quarter-end (includes closed-end and open-end loans).............................................................................................................................. 3. Asset-backed commercial paper conduits: a. Maximum amount of credit exposure arising from credit enhancements provided to conduit structures in the form of standby letters of credit, subordinated securities, and other enhancements: 1. Conduits sponsored by the bank, a bank affiliate, or the bank's holding company....................................... 2. Conduits sponsored by other unrelated institutions...................................................................................... b. Unused commitments to provide liquidity to conduit structures: 1. Conduits sponsored by the bank, a bank affiliate, or the bank's holding company....................................... 2. Conduits sponsored by other unrelated institutions...................................................................................... 4. Outstanding credit card fees and finance charges included in Schedule RC-S, item 1, column C............................. RCFDA250 0 M.1.b. M.2. RCFDB804 0 M.2.a. RCFDB805 18,929,701 M.2.b. RCFDA591 3,976,404 M.2.c. RCFDF699 591,546 M.2.d. M.3. M.3.a. RCFDB806 0 M.3.a.1. RCFDB807 0 M.3.a.2. M.3.b. RCFDB808 3,249,265 M.3.b.1. RCFDB809 0 M.3.b.2. RCFDC407 0 M.4. Schedule RC-T - Fiduciary and Related Services Dollar amounts in thousands Yes 1. RCFDA345 1. Does the institution have fiduciary powers? (If "NO," do not complete Schedule RC-T.)............................................ 2. Does the institution exercise the fiduciary powers it has been granted?..................................................................... 3. Does the institution have any fiduciary or related activity (in the form of assets or accounts) to report in this schedule? (If "NO," do not complete the rest of Schedule RC-T.).................................................................................................... RCFDA346 Yes 2. RCFDB867 Yes 3. Schedule RC-T - Fiduciary and Related Services 4. Personal trust and agency accounts........................................... RCFDB868 1,560,159 RCFDB869 360,631 RCFDB870 595 RCFDB871 129 4. 5. Employee benefit and retirement-related trust and agency accounts: 5. 0 RCFDB873 0 RCFDB874 0 RCFDB875 0 5.a. a. Employee benefit - defined contribution.............................. RCFDB872 0 RCFDB877 0 RCFDB878 0 RCFDB879 0 5.b. b. Employee benefit - defined benefit...................................... RCFDB876 67,639 RCFDB881 138,364 RCFDB882 114 RCFDB883 59 5.c. c. Other employee benefit and retirement-related accounts..... RCFDB880 0 RCFDB885 15,120,012 RCFDC001 0 RCFDC002 493 6. 6. Corporate trust and agency accounts......................................... RCFDB884 7. Investment management and investment advisory agency accounts......................................................................................... 5,544,854 RCFDJ253 0 RCFDB888 1931 RCFDJ254 0 7. RCFDB886 391,401 RCFDJ256 0 RCFDJ257 42 RCFDJ258 0 8. 8. Foundation and endowment trust and agency accounts............ RCFDJ255 0 RCFDB891 0 RCFDB892 0 RCFDB893 0 9. 9. Other fiduciary accounts............................................................. RCFDB890 7,564,053 RCFDB895 15,619,007 RCFDB896 2682 RCFDB897 681 10. 10. Total fiduciary accounts (sum of items 4 through 9).................. RCFDB894 11. 11. Custody and safekeeping accounts.......................................... 12. Fiduciary accounts held in foreign offices (included in items 10 RCFNB900 and 11)............................................................................................ 0 RCFNB901 0 RCFNB902 0 RCFNB903 0 12. RCFDB898 21,649,342 RCFDB8993825 Dollar amounts in thousands (Column A) Managed(Column B)(Column C) Number of (Column D) Number of AssetsNon-Managed Assets Managed AccountsNon-Managed Accounts 1. Small business obligations transferred with recourse under Section 208 of the Riegle Community Development and Regulatory Improvement Act of 1994:

HSBC BANK USA, NATIONAL ASSOCIATION RSSD-ID 413208 Last Updated on 2/8/2016 FFIEC 031 Report Date 12/31/2015 72 13. Individual Retirement Accounts, Health Savings Accounts, and RCFDJ259 other similar accounts (included in items 5.c and 11)..................... 67,639 RCFDJ260 138,364 RCFDJ261 114 RCFDJ262 59 13. Schedule RC-T - Fiduciary and Related Services Dollar amounts in thousands RIADB904 13,944 14. 14. Personal trust and agency accounts.......................................................................................................................... 15. Employee benefit and retirement-related trust and agency accounts: a. Employee benefit - defined contribution............................................................................................................... b. Employee benefit - defined benefit....................................................................................................................... c. Other employee benefit and retirement-related accounts..................................................................................... 16. Corporate trust and agency accounts....................................................................................................................... 17. Investment management and investment advisory agency accounts....................................................................... 18. Foundation and endowment trust and agency accounts........................................................................................... 19. Other fiduciary accounts............................................................................................................................................ 20. Custody and safekeeping accounts........................................................................................................................... 21. Other fiduciary and related services income............................................................................................................. 22. Total gross fiduciary and related services income (sum of items 14 through 21) (must equal Schedule RI, item 5.a).................................................................................................................................................................................. a. Fiduciary and related services income - foreign offices (included in item 22)...................................................... 23. Less: Expenses......................................................................................................................................................... 24. Less: Net losses from fiduciary and related services................................................................................................ 25. Plus: Intracompany income credits for fiduciary and related services....................................................................... 26. Net fiduciary and related services income................................................................................................................. 15. 0 15.a. RIADB905 0 15.b. RIADB906 0 15.c. RIADB907 12,428 16. RIADA479 43,894 17. RIADJ315 0 18. RIADJ316 0 19. RIADA480 13,186 20. RIADB909 0 21. RIADB910 83,452 22. RIAD4070 0 22.a. RIADB912 53,728 23. RIADC058 0 24. RIADA488 0 25. RIADB911 29,724 26. RIADA491 Schedule RC-T - Fiduciary and Related Services Memoranda M.1. RCFDJ263 2,709 RCFDJ264 0 RCFDJ265 3 M.1.a. a. Noninterest-bearing deposits................................................................ b. Interest-bearing deposits....................................................................... c. U.S. Treasury and U.S. Government agency obligations....................... d. State, county, and municipal obligations................................................ e. Money market mutual funds.................................................................. f. Equity mutual funds................................................................................ g. Other mutual funds................................................................................ h. Common trust funds and collective investment funds........................... i. Other short-term obligations................................................................... j. Other notes and bonds........................................................................... k. Investments in unregistered funds and private equity investments....... l. Other common and preferred stocks...................................................... m. Real estate mortgages......................................................................... n. Real estate............................................................................................ o. Miscellaneous assets............................................................................ p. Total managed assets held in fiduciary accounts (for each column, sum of Memorandum items 1.a through 1.o).................................................... RCFDJ266 7,284 RCFDJ267 0 RCFDJ268 0 M.1.b. RCFDJ269 281,877 RCFDJ270 3,835 RCFDJ271 24,821 M.1.c. RCFDJ272 667,065 RCFDJ273 100 RCFDJ274 5,400 M.1.d. RCFDJ275 292,165 RCFDJ276 2,506 RCFDJ277 5,127 M.1.e. RCFDJ278 440,466 RCFDJ279 9,569 RCFDJ280 112,548 M.1.f. RCFDJ281 176,341 RCFDJ282 6,357 RCFDJ283 6,952 M.1.g. RCFDJ284 89,252 RCFDJ285 0 RCFDJ286 42,500 M.1.h. RCFDJ287 250 RCFDJ288 0 RCFDJ289 0 M.1.i. RCFDJ290 806,569 RCFDJ291 8,857 RCFDJ292 28,152 M.1.j. RCFDJ293 1,448,433 RCFDJ294 0 RCFDJ295 0 M.1.k. RCFDJ296 2,551,191 RCFDJ297 36,415 RCFDJ298 165,898 M.1.l. RCFDJ299 0 RCFDJ300 0 RCFDJ301 0 M.1.m. RCFDJ302 14,960 RCFDJ303 0 RCFDJ304 0 M.1.n. RCFDJ305 326,451 RCFDJ306 0 RCFDJ307 0 M.1.o. RCFDJ308 7,105,013 RCFDJ309 67,639 RCFDJ310 391,401 M.1.p. Dollar amounts in thousands (Column A) Personal Trust (Column B) Employee(Column C) All Other and Agency andBenefit andAccounts Investment Management Retirement-Related Trust Agency Accountsand Agency Accounts 1. Managed assets held in fiduciary accounts: Dollar amounts in thousands (Column A) Managed(Column B)(Column C) Number of (Column D) Number of AssetsNon-Managed Assets Managed AccountsNon-Managed Accounts

HSBC BANK USA, NATIONAL ASSOCIATION RSSD-ID 413208 Last Updated on 2/8/2016 FFIEC 031 Report Date 12/31/2015 73 Schedule RC-T - Fiduciary and Related Services Memoranda (Column A) Managed Assets (Column B) Number of Managed Accounts Dollar amounts in thousands RCFDJ311 32,031 RCFDJ312 105 M.1.q. q. Investments of managed fiduciary accounts in advised or sponsored mutual funds............. Schedule RC-T - Fiduciary and Related Services Memoranda (Column A) Number of Issues (Column B) Principal Amount Outstanding Dollar amounts in thousands M.2. 721 168,717,492 M.2.a. RCFDB927 RCFDB928 a. Corporate and municipal trusteeships............................................................................ 1. Issues reported in Memorandum item 2.a that are in default.................................. b. Transfer agent, registrar, paying agent, and other corporate agency............................. 33 2,674,511 M.2.a.1. RCFDJ313 RCFDJ314 M.2.b. Schedule RC-T - Fiduciary and Related Services Memoranda (Column A) Number of Funds (Column B) Market Value of Fund Assets Dollar amounts in thousands M.3. 0 0 M.3.a. a. Domestic equity.............................................................................................................. b. International/Global equity.............................................................................................. c. Stock/Bond blend............................................................................................................ d. Taxable bond.................................................................................................................. e. Municipal bond............................................................................................................... f. Short term investments/Money market............................................................................ g. Specialty/Other............................................................................................................... h. Total collective investment funds (sum of Memorandum items 3.a through 3.g)............ RCFDB931 RCFDB932 0 0 M.3.b. RCFDB933 RCFDB934 0 0 M.3.c. RCFDB935 RCFDB936 1 65,358 M.3.d. RCFDB937 RCFDB938 2 66,395 M.3.e. RCFDB939 RCFDB940 0 0 M.3.f. RCFDB941 RCFDB942 0 0 M.3.g. RCFDB943 RCFDB944 3 131,753 M.3.h. RCFDB945 RCFDB946 Schedule RC-T - Fiduciary and Related Services Memoranda (Column A) Gross Losses (Column B) Gross Losses (Column C) Recoveries Dollar amounts in thousandsManaged Accounts Non-Managed Accounts M.4. RIADB947 0 RIADB948 0 RIADB949 0 M.4.a. a. Personal trust and agency accounts..................................................... b. Employee benefit and retirement-related trust and agency accounts..... c. Investment management agency accounts........................................... d. Other fiduciary accounts and related services...................................... e. Total fiduciary settlements, surcharges, and other losses (sum of Memorandum items 4.a through 4.d) (sum of columns A and B minus column C must equal Schedule RC-T, item 24)........................................ RIADB950 0 RIADB951 0 RIADB952 0 M.4.b. RIADB953 0 RIADB954 0 RIADB955 0 M.4.c. RIADB956 0 RIADB957 0 RIADB958 0 M.4.d. M.4.e. RIADB9590 RIADB9600 RIADB9610 4. Fiduciary settlements, surcharges, and other losses: 3. Collective investment funds and common trust funds: RCFDB929413 2. Corporate trust and agency accounts:

HSBC BANK USA, NATIONAL ASSOCIATION RSSD-ID 413208 Last Updated on 2/8/2016 FFIEC 031 Report Date 12/31/2015 74 Schedule RC-V - Variable Interest Entities (Column A) Securitization Vehicles (Column B) ABCP Conduits (Column C) Other VIEs Dollar amounts in thousands 1. 0 0 0 1.a. RCFDJ981 RCFDJ982 RCFDJ983 a. Cash and balances due from depository institutions............................. b. Held-to-maturity securities..................................................................... c. Available-for-sale securities................................................................... d. Securities purchased under agreements to resell................................. e. Loans and leases held for sale.............................................................. f. Loans and leases, net of unearned income............................................ g. Less: Allowance for loan and lease losses............................................ h. Trading assets (other than derivatives).................................................. i. Derivative trading assets........................................................................ j. Other real estate owned......................................................................... k. Other assets.......................................................................................... 2. Liabilities of consolidated VIEs for which creditors do not have recourse to the general credit of the reporting bank: a. Securities sold under agreements to repurchase.................................. b. Derivative trading liabilities.................................................................... c. Commercial paper................................................................................. d. Other borrowed money (exclude commercial paper)............................. e. Other liabilities....................................................................................... 3. All other assets of consolidated VIEs (not included in items 1.a. through 1.k above)............................................................................................................... 4. All other liabilities of consolidated VIEs (not included in items 2.a through 2.e above)......................................................................................................... 0 0 0 1.b. RCFDJ984 RCFDJ985 RCFDJ986 0 0 0 1.c. RCFDJ987 RCFDJ988 RCFDJ989 0 0 0 1.d. RCFDJ990 RCFDJ991 RCFDJ992 0 0 0 1.e. RCFDJ993 RCFDJ994 RCFDJ995 0 0 0 1.f. RCFDJ996 RCFDJ997 RCFDJ998 0 0 0 1.g. RCFDJ999 RCFDK001 RCFDK002 0 0 0 1.h. RCFDK003 RCFDK004 RCFDK005 0 0 0 1.i. RCFDK006 RCFDK007 RCFDK008 0 0 0 1.j. RCFDK009 RCFDK010 RCFDK011 0 0 320,450 1.k. RCFDK012 RCFDK013 RCFDK014 2. 0 0 0 2.a. RCFDK015 RCFDK016 RCFDK017 0 0 0 2.b. RCFDK018 RCFDK019 RCFDK020 0 0 0 2.c. RCFDK021 RCFDK022 RCFDK023 0 0 0 2.d. RCFDK024 RCFDK025 RCFDK026 0 0 160,149 2.e. RCFDK027 RCFDK028 RCFDK029 0 0 0 3. RCFDK030 RCFDK031 RCFDK032 RCFDK033 0 RCFDK034 0 RCFDK035 0 4. 1. Assets of consolidated variable interest entities (VIEs) that can be used only to settle obligations of the consolidated VIEs:

HSBC BANK USA, NATIONAL ASSOCIATION RSSD-ID 413208 Last Updated on 2/8/2016 FFIEC 031 Report Date 12/31/2015 75 General Instructions Dollar amounts in thousands 1. 1.a. 1.b. 1.c. 1.d. 2. 3. 4. 4.a. 4.b. 5. 5.a. 5.b. 6. 7. 7.a. 8. 9. 10. 11. 12. 13. 14. 14.a. 14.b. 14.c. 14.d. 15. 1. Who Must Report on What Forms a. Close of Business b. Frequency of Reporting c. Differences in Detail of Reports d. Shifts in Reporting Status 2. Organization of the Instruction Books 3. Preparation of the Reports 4. Signatures a. Officer Declaration b. Director Attestation 5. Submission of the Reports a. Submission Date b. Amended Reports 6. Retention of Reports 7. Scope of the "Consolidated Bank" Required to be Reported in the Submitted Reports a. Exclusions from the Coverage of the Consolidated Report 8. Rules of Consolidation 9. Reporting by Type of Office (For banks with foreign offices) 10. Publication Requirements for the Report of Condition 11. Release of Individual Bank Reports 12. Applicability of Generally Accepted Accounting Principles to Regulatory Reporting Requirements 13. Accrual Basis Reporting 14. Miscellaneous General Instructions a. Rounding b. Negative Entries c. Verification d. Transactions Occurring Near the End of a Reporting Period 15. Separate Branch Reports

HSBC BANK USA, NATIONAL ASSOCIATION RSSD-ID 413208 Last Updated on 2/8/2016 FFIEC 031 Report Date 12/31/2015 76 Glossary Dollar amounts in thousands 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. 13. 14. 14.a. 15. 16. 17. 18. 19. 20. 21. 22. 22.a. 23. 24. 25. 26. 27. 28. 29. 30. 31. 32. 33. 34. 35. 36. 37. 38. 39. 40. 40.a. 41. 41.a. 42. 43. 44. 45. 1. Glossary 2. Acceptances 3. Accounting Changes 4. Accounting Errors, Corrections of 5. Accounting Estimates, Changes in 6. Accounting Principles, Changes in 7. Accrued Interest Receivable Related to Credit Card Securitizations 8. Acquisition, Development, or Construction (ADC) Arrangements 9. Agreement Corporation 10. Allowance for Loan and Lease Losses 11. Applicable Income Taxes 12. Associated Company 13. ATS Account 14. Bankers Acceptances a. Bank-Owned Life Insurance 15. Banks, U.S. and Foreign 16. Banks in Foreign Countries 17. Bill-of-Lading Draft 18. Borrowings and Deposits in Foreign Offices 19. Brokered Deposits 20. Broker's Security Draft 21. Business Combinations 22. Call Option a. Capital Contributions of Cash and Notes Receivable 23. Capitalization of Interest Costs 24. Carrybacks and Carryforwards 25. Cash Management Arrangements 26. Certificate of Deposit 27. Changes in Accounting Estimates 28. Changes in Accounting Principles 29. Clearing Accounts 30. Commercial Banks in the U.S. 31. Commercial Letter of Credit 32. Commercial Paper 33. Commodity or Bill-of-Lading Draft 34. Common Stock of Unconsolidated Subsidaries, Investments in 35. Continuing Contract 36. Corporate Joint Venture 37. Corrections of Accounting Errors 38. Coupon Stripping, Treasury Receipts, and STRIPS 39. Custody Account 40. Dealer Reserve Account a. Deferred Compensation Agreements 41. Deferred Income Taxes a. Defined Benefit Postretirement Plans 42. Demand Deposits 43. Depository Institutions in the U.S. 44. Deposits 45. Derivative Contracts

HSBC BANK USA, NATIONAL ASSOCIATION RSSD-ID 413208 Last Updated on 2/8/2016 FFIEC 031 Report Date 12/31/2015 77 Dollar amounts in thousands 45.a. 46. 47. 48. 49. 50. 50.a. 51. 51.a. 52. 53. 54. 54.a. 55. 56. 57. 58. 59. 60. 61. 62. 63. 64. 65. 66. 67. 68. 69. 70. 71. 72. 73. 74. 75. 76. 77. 78. 79. 80. 81. 82. 83. 84. 85. 86. 87. 88. 89. 91. 92. 93. a. Discounts 46. Dividends 47. Domestic Office 48. Domicile 49. Due Bills 50. Edge and Agreement Corporation a. Equity-Indexed Certificates of Deposit 51. Equity Method of Accounting a. Excess Balance Account 52. Extinguishments of Liabilities 53. Extraordinary Items 54. Fails a. Fair Value 55. Federal Funds Transactions 56. Federally-Sponsored Lending Agency 57. Fees, Loan 58. Foreclosed Assets 59. Foreign Banks 60. Foreign Currency Transactions and Translation 61. Foreign Debt Exchange Transactions 62. Foreign Governments and Official Institutions 63. Foreign Office 64. Forward Contracts 65. Functional Currency 66. Futures Contracts 67. Goodwill 68. Hypothecated Deposit 69. IBF 70. Income Taxes 71. Intangible Assets 72. Interest-Bearing Account 73. Interest Capitalization 74. Interest Rate Swaps 75. Internal-Use Computer Software 76. International Banking Facility (IBF) 77. Interoffice Accounts 78. Investments in Common Stock of Unconsolidated Subsidiaries 79. Joint Venture 80. Lease Accounting 81. Letter of Credit 82. Limited-Life Preferred Stock 83. Loan 84. Loan Fees 85. Loan Impairment 86. Loan Secured by Real Estate 87. Loss Contingencies 88. Majority-Owned Subsidiary 89. Mandatory Convertible Debt 91. Mergers 92. Money Market Deposit Account (MMDA) 93. Nonaccrual Status

HSBC BANK USA, NATIONAL ASSOCIATION RSSD-ID 413208 Last Updated on 2/8/2016 FFIEC 031 Report Date 12/31/2015 78 Dollar amounts in thousands 94. 95. 96. 97. 98. 99. 100. 101. 102. 102.a. 103. 104. 105. 106. 107. 108. 109. 110. 111. 112. 113. 114. 114.a. 115. 116. 117. 118. 119. 120. 121. 122. 123. 125. 126. 127. 128. 129. 130. 131. 132. 133. 134. 135. 136. 137. 138. 139. 140. 141. 142. 143. 94. Noninterest-Bearing Account 95. Nontransaction Account 96. NOW Account 97. Offsetting 98. One-Day Transaction 99. Option 100. Organization Costs 101. Other Depository Institutions in the U.S. 102. Other Real Estate Owned a. Other-Than-Temporary Impairment 103. Overdraft 104. Participations 105. Participations in Acceptances 106. Participations in Pools of Securities 107. Pass-through Reserve Balances 108. Perpetual Preferred Stock 109. Placements and Takings 110. Pooling of Interests 111. Preauthorized Transfer Account 112. Preferred Stock 113. Premiums and Discounts 114. Purchase Acquisition a. Purchased Credit-Impaired Loans and Debt Securities 115. Put Option 116. Real Estate ADC Arrangements 117. Real Estate, Loan Secured By 118. Reciprocal Balances 119. Renegotiated Troubled Debt 120. Reorganizations 121. Repurchase/Resale Agreements 122. Reserve Balances, Pass-through 123. Retail Sweep Arrangements 125. Savings Deposits 126. Securities Activities 127. Securities Borrowing/Lending Transactions 128. Securities, Participations in Pools of 129. Servicing Assets and Liabilities 130. Settlement Date Accounting 131. Shell Branches 132. Short Position 133. Significant Subsidary 134. Standby Letter of Credit 135. Start-Up Activities 136. STRIPS 137. Subordinated Notes and Debentures 138. Subsidiaries 139. Suspense Accounts 140. Syndications 141. Telephone Transfer Account 142. Term Federal Funds 143. Time Deposits

HSBC BANK USA, NATIONAL ASSOCIATION RSSD-ID 413208 Last Updated on 2/8/2016 FFIEC 031 Report Date 12/31/2015 79 Dollar amounts in thousands 144. 145. 146. 147. 148. 149. 150. 151. 152. 153. 154. 155. 155.a. 156. 144. Trade Date and Settlement Date Accounting 145. Trading Account 146. Transction Account 147. Transfers of Financial Assets 148. Traveler's Letter of Credit 149. Treasury Receipts 150. Treasury Stock 151. Troubled Debt Restructurings 152. Trust Preferred Securities 153. U.S. Banks 154. U.S. Territories and Possessions 155. Valuation Allowance a. Variable Interest Entity 156. When-Issued Securities Transactions

EX-99.1

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Exhibit 99.1

LETTER OF TRANSMITTAL

INTERVAL ACQUISITION CORP.

OFFER TO EXCHANGE
$350,000,000 PRINCIPAL AMOUNT OF 5.625% SENIOR NOTES DUE 2023
AND THE RELATED GUARANTEES
WHICH HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933

FOR

$350,000,000 PRINCIPAL AMOUNT OF 5.625% SENIOR NOTES DUE 2023
AND THE RELATED GUARANTEES
WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933

PURSUANT TO THE PROSPECTUS DATED                        , 2016

THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M.,
NEW YORK CITY TIME, ON [                        ], 2016, UNLESS EXTENDED.

The exchange agent for the exchange offer is:

HSBC Bank USA, N.A.
HSBC Bank USA, National Association
Corporate Trust and Loan Agency
452 Fifth Avenue
New York, NY 10016
Attn: Account Bank
Facsimile: (212) 525-1300
For confirmation call: (212) 525-1427

DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION OF THIS LETTER OF TRANSMITTAL VIA FACSIMILE TO A NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE VALID DELIVERY. THE INSTRUCTIONS CONTAINED HEREIN SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.

        Do not complete or return this letter of transmittal if your outstanding notes are held in an account with a Broker, Dealer, Commercial Bank Or Trust Company. This letter of transmittal is being supplied for your information only. The institution holding your outstanding notes will supply you with separate instructions regarding the tender of your outstanding notes.

        The undersigned acknowledges that he or she has received the prospectus, dated                        , 2016 (the "prospectus"), of Interval Acquisition Corp., a Delaware corporation (the "Company") and certain subsidiaries and the parent of the Company (the "Guarantors"), and this letter of transmittal (this "letter"), which together constitute the Company's and the Guarantors' offer (the "exchange offer") to exchange an aggregate principal amount of $350,000,000 of the Company's 5.625% Senior Notes due 2023, including the guarantees thereof by the Guarantors (the "exchange notes"), which have been registered under the Securities Act of 1933, as amended (the "Securities Act"), for a like principal amount of the Company's issued and outstanding 5.625% Senior Notes due 2023, including the guarantees thereof by the Guarantors (the "restricted notes"), from the registered holders thereof (the "holders"). In the event of any conflict between this letter and the prospectus, the prospectus shall govern.

        For each restricted note accepted for exchange, the holder of such restricted note will receive an exchange note having a principal amount equal to that of the surrendered restricted note. The exchange notes will bear interest from the most recent date to which interest has been paid on the

restricted notes or, if no interest has been paid on the restricted notes, from April 10, 2015. Accordingly, registered holders of exchange notes on the relevant record date for the first interest payment date following the consummation of the exchange offer will receive interest accruing from the most recent date to which interest has been paid or, if no interest has been paid, from April 10, 2015. Restricted notes accepted for exchange will cease to accrue interest from and after the date of consummation of the exchange offer. Holders of restricted notes whose restricted notes are accepted for exchange will not receive any payment in respect of accrued interest on such restricted notes otherwise payable on any interest payment date the record date for which occurs on or after consummation of the exchange offer.

        The Company reserves the right, at any time or from time to time, to extend the exchange offer at its discretion, in which event the term "expiration date" shall mean the latest time and date to which the exchange offer is extended. The Company shall notify the holders of the restricted notes of any extension as promptly as practicable by oral or written notice thereof.

        This letter is to be completed by a holder of restricted notes if either (a) a tender of restricted notes is to be made by book-entry transfer to the account of the exchange agent at The Depository Trust Company (the "book entry transfer facility"), pursuant to the procedures for tender by book-entry transfer set forth in the prospectus under "The Exchange Offer—Procedures for Tendering Old Notes—Book-Entry Transfers" and an agent's message, as defined below, is not delivered, or (b) certificates for such restricted notes are to be forwarded herewith. Certificates or book-entry confirmation of the transfer of restricted notes into the exchange agent's account at the book-entry transfer facility, as well as this letter, properly completed and duly executed, with any required signature guarantees, and any other documents required by this letter, must be received by the exchange agent at its address set forth herein on or prior to the expiration date. Tenders by book-entry transfer may also be made by delivering an agent's message in lieu of this letter. The term "agent's message" means a message transmitted to the exchange agent by the book-entry transfer facility which states that the book entry transfer facility has received an express acknowledgment that the tendering holder agrees to be bound by this letter and that the Company and the Guarantors may enforce this letter against such holder. Holders of restricted notes who are unable to deliver confirmation of the book-entry tender of their restricted notes into the exchange agent's account at the book-entry transfer facility (a "book-entry confirmation") and all other documents required by this letter to the exchange agent on or prior to the expiration date must tender their restricted notes according to the guaranteed delivery procedures set forth in "The Exchange Offer—Procedures for Tendering Old Notes—Guaranteed Delivery Procedures" section of the prospectus. See Instruction 1.

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DELIVERY OF DOCUMENTS TO THE BOOK-ENTRY TRANSFER FACILITY
DOES NOT CONSTITUTE DELIVERY TO THE EXCHANGE AGENT.

        The undersigned has completed the appropriate boxes below and signed this letter to indicate the action the undersigned desires to take with respect to the exchange offer.

        List below the restricted notes to which this letter relates. If the space provided below is inadequate, the certificate numbers and principal amount of restricted notes should be listed on a separate signed schedule affixed hereto.

All tendering holders complete this box:

DESCRIPTION OF RESTRICTED NOTES
Name(s) and Address(es) of Registered Holder(s) (Please fill in, if Blank)		Aggregate Principal Amount of Restricted Note(s)	Principal Amount Tendered*
Total
*	Unless otherwise indicated in this column, a holder will be deemed to have tendered ALL of the restricted notes represented by the restricted notes indicated in the previous column. See Instruction 7. Restricted notes tendered hereby must be in denominations of the principal amount of $2,000 and any integral multiple of $1,000 in excess thereof. See Instruction 1.

        The undersigned has completed, executed and delivered this letter of transmittal to indicate the action the undersigned desires to take with respect to the exchange offer. Holders who wish to tender their outstanding notes must complete this letter of transmittal in its entirety.

Boxes below to be checked by eligible institutions only:

o Check here if tendered restricted notes are being delivered by book-entry transfer made to the account maintained by the exchange agent with the book entry transfer facility and complete the following:

Name of tendering institution:

DTC account number:

Transaction code number:

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o Check here and enclose a photocopy of the notice of guaranteed delivery if tendered restricted notes are being delivered pursuant to a notice of guaranteed delivery previously sent to the exchange agent and complete the following (see Instruction 1):

Name(s) of registered holder(s):

Window ticket number (if any):

Date of execution of notice of guaranteed delivery:

Name of institution which guaranteed delivery:

If guaranteed delivery is to be made by book-entry transfer:

Name of tendering institution:

DTC account number:

Transaction code number:

o Check here if tendered by book-entry transfer and non-exchanged restricted notes are to be returned by crediting the DTC account number set forth above.

o
Check here if you are a broker-dealer who acquired the restricted notes for your own account as a result of market-making or other trading activities (a "participating broker-dealer") and wish to receive 10 additional copies of the prospectus and 10 copies of any amendments or supplements thereto.

Name:

Address:

        If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of exchange notes. If the undersigned is a broker-dealer that will receive exchange notes, it acknowledges that such restricted notes were acquired by such broker-dealer as a result of market-making or other trading activities and that it must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction, including the delivery of a prospectus that contains information with respect to any selling holder required by the Securities Act in connection with any resale of the exchange notes; however, by so acknowledging and by delivering such a prospectus, the undersigned will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. If the undersigned is a broker-dealer that will receive exchange notes, it represents that the restricted notes to be exchanged for the exchange notes were acquired as a result of market-making activities or other trading activities.

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PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY

Ladies and Gentlemen:

        Upon the terms and subject to the conditions of the exchange offer, the undersigned hereby tenders to the Company (which, for purposes hereof, shall be deemed to include the Guarantors) the aggregate principal amount of restricted notes indicated above. Subject to, and effective upon, the acceptance for exchange of the restricted notes tendered hereby, the undersigned hereby sells, assigns and transfers to, or upon the order of, the Company all right, title and interest in and to such restricted notes as are being tendered hereby.

        The undersigned hereby irrevocably constitutes and appoints the exchange agent as the undersigned's true and lawful agent and attorney-in-fact with respect to such tendered restricted notes, with full power of substitution, among other things, to cause the restricted notes to be assigned, transferred and exchanged. The undersigned hereby represents and warrants that the undersigned has full power and authority to tender, sell, assign and transfer the restricted notes, and to acquire exchange notes issuable upon the exchange of such tendered restricted notes, and that, when the same are accepted for exchange, the Company will acquire good and unencumbered title thereto, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claim when the same are accepted by the Company. The undersigned hereby further represents that (i) any exchange notes acquired in exchange for restricted notes tendered hereby will have been acquired in the ordinary course of business of the person receiving such exchange notes, whether or not such person is the undersigned, (ii) neither the holder of such restricted notes nor any such other person is participating in, intends to participate in or has an arrangement or understanding with any person to participate in the distribution of such exchange notes in violation of the provisions of the Securities Act, (iii) neither the holder of such restricted notes nor any such other person is an "affiliate," as defined in Rule 405 under the Securities Act, of the Company or any Guarantor or, if it is an "affiliate" it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable, (iv) if such holder is a broker-dealer that will receive exchange notes for its own account in exchange for registrable notes that were acquired as a result of market-making or other trading activities, then such holder will deliver a prospectus (or, to the extent permitted by law, make available a prospectus to purchasers) in connection with any resale of such exchange securities, and (v) the undersigned is not acting on behalf of any person who could not truthfully make the foregoing representations.

        The undersigned acknowledges that this exchange offer is being made in reliance on interpretations by the staff of the Securities and Exchange Commission (the "SEC"), as set forth in no-action letters issued to third parties, that the exchange notes issued pursuant to the exchange offer in exchange for the restricted notes may be offered for resale, resold and otherwise transferred by holders thereof (other than any such holder that is an "affiliate" of the Company within the meaning of Rule 405 under the Securities Act), without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that such exchange notes are acquired in the ordinary course of such holders' business and such holders have no arrangement with any person to participate in the distribution of such exchange notes. However, the SEC has not considered the exchange offer in the context of a no-action letter and there can be no assurance that the staff of the SEC would make a similar determination with respect to the exchange offer as in other circumstances. If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of exchange notes and has no arrangement or understanding to participate in a distribution of exchange notes. If any holder is an affiliate of the Company, is engaged in or intends to engage in or has any arrangement or understanding with respect to the distribution of the exchange notes to be acquired pursuant to the exchange offer, such holder (i) could not rely on the applicable interpretations of the staff of the SEC and (ii) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction. If the undersigned is a broker-dealer that will receive exchange notes for its own account in exchange for restricted notes,

5

it represents that the restricted notes to be exchanged for the exchange notes were acquired by it as a result of market-making activities or other trading activities and acknowledges that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such exchange notes; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act.

        The undersigned will, upon request, execute and deliver any additional documents deemed by the Company to be necessary or desirable to complete the sale, assignment and transfer of the restricted notes tendered hereby. All authority conferred or agreed to be conferred in this letter and every obligation of the undersigned hereunder shall be binding upon the successors, assigns, heirs, executors, administrators, trustees in bankruptcy and legal representatives of the undersigned and shall not be affected by, and shall survive, the death or incapacity of the undersigned. This tender may be withdrawn only in accordance with the procedures set forth in "The Exchange Offer—Withdrawal Rights" section of the prospectus.

        Unless otherwise indicated herein in the box entitled "Special Issuance Instructions" below, please credit the account indicated above maintained at the book-entry transfer facility. Similarly, unless otherwise indicated under the box entitled "Special Delivery Instructions" below, please send the exchange notes (and, if applicable, substitute certificates representing restricted notes for any restricted notes not exchanged) to the undersigned at the address shown above in the box entitled "Description of Restricted Notes."

The undersigned, by completing the box entitled "Description of Restricted Notes" above and signing this letter, will be deemed to have tendered the restricted notes as set forth in such box above.

6

SPECIAL ISSUANCE INSTRUCTIONS (See Instruction 3)		SPECIAL DELIVERY INSTRUCTIONS (See Instruction 3)
To be completed ONLY if restricted notes not exchanged and/or exchange notes are to be issued in the name of and sent to someone other than the person or persons whose signature(s) appear(s) on this letter above, or if restricted notes delivered by book-entry transfer which are not accepted for exchange are to be returned by credit to an account maintained at the book-entry transfer facility other than the account indicated above.		To be completed ONLY if restricted notes not exchanged and/or exchange notes are to be sent to someone other than the person or persons whose signature(s) appear(s) on this letter above or to such person or persons at an address other than shown in the box entitled "Description of Restricted Notes" on this letter above. Mail exchange notes and/or restricted notes to:
Issue exchange notes and/or restricted notes to:		Name(s):
			(Please type or print)
Name(s):
	(Please type or print)
			(Please type or print)
	(Please type or print)
		Address:
Address:
			(Zip Code)
	(Zip Code)
	(Complete Form W-9)
o    Credit unexchanged restricted notes delivered by book-entry transfer to the book-entry transfer facility account set forth below.
(Book-entry transfer facility account number, if applicable)

Important: This letter or a facsimile hereof or an agent's message in lieu thereof (together a book-entry confirmation and all other required documents or the notice of guaranteed delivery) must be received by the exchange agent prior to 5:00 p.m., New York City time, on the expiration date.

7

Please read this entire letter of transmittal
carefully before completing any box above.

PLEASE SIGN HERE (to be completed by all tendering holders) (complete accompanying Form W-9 below)
X
X
(Signature(s) of owner)	(Date)

Area code and telephone number:

        If a holder is tendering any restricted notes, this letter must be signed by the registered holder(s) as the name(s) appear(s) on the certificate(s) for the restricted notes or by any person(s) authorized to become registered holder(s) by endorsements and documents transmitted herewith. If signature is by a trustee, executor, administrator, guardian, officer or other person acting in a fiduciary or representative capacity, please set forth full title. See Instruction 2.

Name(s):

(Please type or print)

Capacity:

Address:

(Zip Code)

SIGNATURE GUARANTEE
(If required by Instruction 2)

Signature(s) guaranteed by
an eligible institution:

(Authorized signature)

(Title)

(Name and firm)

Dated:

8

INSTRUCTIONS
Forming part of the terms and conditions of the exchange offer.

1.     Delivery of this letter and notes; Guaranteed delivery procedures.

        A holder of restricted notes may tender the same by (i) properly completing and signing this letter of transmittal or a facsimile thereof (all references in the prospectus to the letter of transmittal shall be deemed to include a facsimile thereof) and delivering the same, together with the certificate or certificates, if applicable, representing the restricted notes being tendered and any required signature guarantees and any other documents required by this letter of transmittal, to the exchange agent at its address set forth herein prior to 5:00 p.m., New York City time, on the expiration date, (ii) complying with the procedure for book-entry transfer described below and set forth in "The Exchange Offer—Procedures for Tendering Old Notes—Book-Entry Transfers" section of the prospectus, or (iii) complying with the guaranteed delivery procedures described below and set forth in "The Exchange Offer—Procedures for Tendering Old Notes—Guaranteed Delivery" section of the prospectus. Registered notes tendered hereby must be in denominations of the principal amount of $2,000 and any integral multiple of $1,000 in excess thereof.

        The exchange agent will make a request to establish an account with respect to the restricted notes at The Depositary Trust Company ("DTC"), as the book-entry transfer facility, for purposes of the exchange offer promptly after the date of the prospectus. Any financial institution that is a participant in DTC's system may make book-entry delivery of restricted notes by causing DTC to transfer such restricted notes into the exchange agent's account at DTC in accordance with DTC's Automated Tender Offer Program procedures for such transfer. However, although delivery of restricted notes may be effected through book-entry transfer at DTC, an agent's message in connection with book-entry transfer and any other required documents must, in any case, be transmitted to and received by the exchange agent at the address set forth herein on or prior to the expiration date or the guaranteed delivery procedures, described below and in "The Exchange Offer—Procedures for Tendering Old Notes—Guaranteed Delivery" section of the prospectus, must be complied with.

        A holder may tender restricted notes that are held through DTC by transmitting its acceptance through DTC's Automatic Tender Offer Program, for which the transaction will be eligible, and DTC will then edit and verify the acceptance and send an agent's message to the exchange agent for its acceptance. The term "agent's message" means a message transmitted to the exchange agent by DTC which states that the DTC has received an express acknowledgment that the tendering holder agrees to be bound by the letter of transmittal and that the Company and the Guarantors may enforce the letter of transmittal against such holder. Delivery of an agent's message will also constitute an acknowledgement from the tendering DTC participant that the representations and warranties set forth in this letter of transmittal are true and correct.

DELIVERY OF THE AGENT'S MESSAGE BY DTC WILL SATISFY THE TERMS OF THE EXCHANGE OFFER AS TO EXECUTION AND DELIVERY OF A LETTER OF TRANSMITTAL BY THE PARTICIPANT IDENTIFIED IN THE AGENT'S MESSAGE. DTC PARTICIPANTS MAY ALSO ACCEPT THE EXCHANGE OFFER BY SUBMITTING A NOTICE OF GUARANTEED DELIVERY THROUGH THE AUTOMATIC TENDER OFFER PROGRAM.

        Holders who cannot deliver required documents to the exchange agent on or prior to the expiration date, or who cannot complete the procedure for book-entry transfer on a timely basis, may tender their restricted notes pursuant to the guaranteed delivery procedures set forth in "The Exchange Offer—Procedures for Tendering Old Notes—Guaranteed Delivery" section of the prospectus. Pursuant to such procedures, (a) such tender must be made by or through an eligible institution, (b) the properly completed and duly executed notice of guaranteed delivery must (i) state that the tender is being made, (ii) set forth the name and address of the holder of the restricted notes being tendered and the amount of the restricted notes being tendered, and (iii) guarantee that, within three New York Stock Exchange

9

trading days after the date of execution of the notice of guaranteed delivery, the certificates for all physically tendered restricted notes, in proper form for transfer, or a book-entry confirmation, as the case may be, together with a properly completed and duly executed letter of transmittal, or an agent's message in lieu thereof, with any required signature guarantees and any other documents required by this letter of transmittal, will be deposited by the eligible institution with the exchange agent, and (c) the exchange agent must receive the certificates for the restricted notes, or a book-entry confirmation, and a properly completed and duly executed letter of transmittal, or an agent's message in lieu thereof, with any required signature guarantees and any other documents required by this letter of transmittal within three New York Stock Exchange trading days after the date of execution of the notice of guaranteed delivery.

        The method of delivery of certificates for the restricted notes, this letter of transmittal and all other required documents is at your election and sole risk. If delivery is by mail, we recommend registered mail with return receipt requested, properly insured, or overnight delivery service. In all cases, you should allow sufficient time to ensure delivery to the exchange agent before the expiration date. Delivery is complete when the exchange agent actually receives the items to be delivered. Delivery of documents to DTC in accordance with DTC's procedures does not constitute delivery to the exchange agent. Do not send letters of transmittal, certificates representing restricted notes or other documents to the Company or any Guarantor.

        See "The Exchange Offer" section of the prospectus.

2.     Signatures on this letter; Bond powers and endorsements; Guarantee of signatures.

        If any tendered restricted notes are owned of record by two or more joint owners, all of such owners must sign this letter.

        When this letter is signed by the registered holder or holders of the restricted notes specified herein and tendered hereby, no separate bond powers are required. If, however, the exchange notes are to be issued to a person other than the registered holder, then separate bond powers are required.

        If this letter or bond powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing, and, unless waived by the Company, proper evidence satisfactory to the Company of their authority to so act must be submitted.

        Signatures on bond powers required by this Instruction 2 must be guaranteed by a firm that is a financial institution (including most banks, savings and loan associations and brokerage houses) that is a participant in the Securities Transfer Agents Medallion Program, the New York Stock Exchange Medallion Signature Program or the Stock Exchanges Medallion Program (each an "eligible institution").

        Signatures on this letter need not be guaranteed by an eligible institution, provided the restricted notes are tendered (i) by a registered holder of restricted notes (which term, for purposes of the exchange offer, includes any participant in the book-entry transfer facility system whose name appears on a security position listing as the holder of such restricted notes) who has not completed the box entitled "Special Issuance Instructions" or "Special Delivery Instructions" on this letter or (ii) for the account of an eligible institution.

3.     Special issuance and delivery instructions.

        Tendering holders of restricted notes should indicate in the applicable box the name and address to which exchange notes issued pursuant to the exchange offer are to be sent, if different from the name or address of the person signing this letter. In the case of issuance in a different name, the employer identification or social security number of the person named must also be indicated. Holders

10

tendering restricted notes by book-entry transfer may request that restricted notes not exchanged be credited to such account maintained at the book-entry transfer facility as such noteholder may designate hereon. If no such instructions are given, such restricted notes not exchanged will be returned to the name and address of the person signing this letter.

4.     Transfer taxes.

        The Company will pay all transfer taxes, if any, applicable to the transfer of restricted notes to it or its order pursuant to the exchange offer. If, however, exchange notes and/or substitute restricted notes not exchanged are to be delivered to, or are to be registered or issued in the name of, any person other than the registered holder of the restricted notes tendered hereby, or if tendered restricted notes are registered in the name of any person other than the person signing this letter, or if a transfer tax is imposed for any reason other than the transfer of restricted notes to the Company or its order pursuant to the exchange offer, the amount of any such transfer taxes (whether imposed on the registered holder or any other persons) will be payable by the tendering holder. Exchange notes will not be issued unless satisfactory evidence of payment of such taxes or exemption therefrom is established by the registered holder.

5.     Waiver of conditions.

        The Company reserves the absolute right to waive satisfaction of any or all conditions enumerated in the prospectus.

6.     No conditional tenders.

        No alternative, conditional, irregular or contingent tenders will be accepted. All tendering holders of restricted notes, by execution of this letter, shall waive any right to receive notice of the acceptance of their restricted notes for exchange.

        Neither the Company, the exchange agent nor any other person is obligated to give notice of any defect or irregularity with respect to any tender of restricted notes nor shall any of them incur any liability for failure to give any such notice.

7.     Partial tenders; Withdrawal rights.

        If less than all of the restricted notes evidenced by a submitted certificate are to be tendered, the tendering holder(s) should fill in the aggregate principal amount of restricted notes tendered in the box entitled "Description of Restricted Notes—Principal Amount Tendered." A newly issued certificate for the restricted notes submitted but not tendered will be sent to such holder as soon as practicable after the expiration date. All restricted notes delivered to the exchange agent will be deemed to have been tendered unless otherwise clearly indicated.

        Tenders of restricted notes may be withdrawn at any time prior to 5:00 p.m., New York City time, on the expiration date.

        For a withdrawal of a tender of restricted notes to be effective, a written notice of withdrawal must be received by the exchange agent at the address set forth above prior to 5:00 p.m., New York City time, on the expiration date. Any such notice of withdrawal must (i) specify the name of the person having tendered the restricted notes to be withdrawn (the "depositor"), (ii) identify the restricted notes to be withdrawn (including the principal amount of such restricted notes), and (iii) where certificates for restricted notes are transmitted, identify the name of the registered holder of the restricted notes, if different from that of the person withdrawing the restricted notes. If you delivered or otherwise identified certificated restricted notes to the exchange agent, you must submit the serial numbers of the restricted notes to be withdrawn and the signature on the notice of withdrawal must be guaranteed by

11

an eligible institution, except in the case of restricted notes tendered for the account of an eligible institution. See "The Exchange Offer—Procedures for Tendering Old Notes—Signature Guarantees" for further information on the requirements for guarantees of signatures on notices of withdrawal. If you tendered restricted notes in accordance with applicable book-entry transfer procedures, the notice of withdrawal must specify the name and number of the account at DTC to be credited with the withdrawn restricted notes and you must deliver the notice of withdrawal to the exchange agent. You may not rescind withdrawals of tender; however, restricted notes properly withdrawn may again be tendered at any time on or prior to the expiration date in accordance with the procedures described under "The Exchange Offer—Procedures for Tendering Old Notes."

        The Company will determine, in its sole and absolute discretion, all questions regarding the validity, form and eligibility, including time of receipt, of notices of withdrawal. Its determination of these questions as well as its interpretation of the terms and conditions of the exchange offer, including this letter of transmittal, will be final and binding on all parties. None of the Company and the Guarantors, any of their respective affiliates or assigns, the exchange agent or any other person is under any obligation to give notice of any irregularities in any notice of withdrawal, nor will any of them be liable for failing to give any such notice.

        Withdrawn restricted notes will be returned to the holder as promptly as practicable after withdrawal without cost to the holder. In the case of restricted notes tendered by book-entry transfer through DTC, the restricted notes withdrawn will be credited to an account maintained with DTC.

8.     Mutilated, lost, stolen or destroyed restricted notes.

        Any holder whose restricted notes have been mutilated, lost, stolen or destroyed should contact the exchange agent at the address set forth herein for further instructions.

9.     Requests for assistance or additional copies.

        Questions relating to the procedure for tendering, requests for additional copies of the prospectus and this letter, and requests for notices of guaranteed delivery and other related documents may be directed to the exchange agent at the address and telephone number indicated above. All other questions regarding the exchange offer should be directed to the following address or phone number:

Attn: [General Counsel]
Interval Leisure Group
6262 Sunset Drive
Miami, Florida 33143
(305) 666-1861

10.   Form W-9 and other backup withholding compliance.

        U.S. federal income tax law requires that a holder of Old Notes, whose notes are accepted for exchange, provide the Exchange Agent, as payer, with the holder's correct taxpayer identification number ("TIN") or otherwise establish a basis for an exemption from backup withholding. This information should be provided on Internal Revenue Service ("IRS") Form W-9, which is provided below. In the case of a holder who is an individual, other than a resident alien, the TIN is his or her social security number. For holders other than individuals, the TIN is an employer identification number. A holder must cross out item (2) in Part II on the Form W-9 if such holder is subject to backup withholding. If the holder has not been issued a TIN and has applied for a TIN or intends to apply for a TIN in the near future, the holder should write "Applied For" in the space provided for the TIN in Part I of the Form W-9. If "Applied For" is written in the space provided for the TIN in Part I of the Form W-9 and the Exchange Agent is not provided with a TIN by the time of payment, the Exchange Agent will withhold 28% from all such payments with respect to the Old Notes.

12

        Certain holders (including, among others, corporations and certain foreign persons) are not subject to these backup withholding requirements. Exempt holders (other than foreign persons) should furnish their TIN, complete the certification in Part II of the Form W-9, and sign and return the Form W-9 to the Exchange Agent. Each holder that is a foreign person, including entities, must submit an appropriate properly completed Internal Revenue Service Form W-8, certifying, under penalties of perjury, to such holder's foreign status in order to establish an exemption from backup withholding. An appropriate Form W-8 can be obtained via the IRS website at www.irs.gov or by contacting the Exchange Agent.

        If a holder of Old Notes does not provide the Exchange Agent with its correct TIN or an adequate basis for an exemption or an appropriate completed IRS Form W-8, such holder may be subject to backup withholding on payments made in exchange for any Old Notes and a penalty imposed by the IRS. Backup withholding is not an additional federal income tax. Rather, the amount of tax withheld will be credited against the federal income tax liability of the holder subject to backup withholding. If backup withholding results in an overpayment of taxes, the taxpayer may obtain a refund from the IRS. Each holder should consult with a tax advisor regarding qualifications for exemption from backup withholding and the procedure for obtaining the exemption.

        To prevent backup withholding, each holder of Old Notes must either (1) provide a completed IRS Form W-9 and indicate either (a) its correct TIN, or (b) an adequate basis for an exemption, or (2) provide a completed appropriate Form W-8.

        The Company reserves the right in its sole discretion to take whatever steps are necessary to comply with the Company's obligations regarding backup withholding.

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Form       W-9
(Rev. December 2014)
Department of the Treasury
Internal Revenue Service
Request for Taxpayer
Identification Number and Certification Give Form to the
requester. Do not
send to the IRS.

Print or type
See Specific Instructions on page 2.

1 Name (as shown on your income tax return). Name is required on this line; do not leave this line blank.
2 Business name/disregarded entity name, if different from above
3 Check appropriate box for federal tax classification; check only one of the following seven boxes: o Individual/sole proprietor or    o C Corporation    o S Corporation    o Partnership    o Trust/estate       single-member LLC		4 Exemptions (codes apply only to certain entities, not individuals; see instructions on page 3):
o Limited liability company. Enter the tax classification (C=C corporation, S=S corporation, P=partnership) > _____		Exempt payee code (if any) _____
Note. For a single-member LLC that is disregarded, do not check LLC; check the appropriate box in the line above for the tax classification of the single-member owner.		Exemption from FATCA reporting code (if any) _____ (Applies to accounts maintained outside the U.S.)
o Other (see instructions) >
5 Address (number, street, and apt. or suite no.)	Requester's name and address (optional)
6 City, state, and ZIP code
7 List account number(s) here (optional)

Part I Taxpayer Identification Number (TIN)

Enter your TIN in the appropriate box. The TIN provided must match the name given on line 1 to avoid backup withholding. For individuals, this is generally your social security number (SSN). However, for a resident alien, sole proprietor, or disregarded entity, see the Part I instructions on page 3. For other entities, it is your employer identification number (EIN). If you do not have a number, see How to get a TIN on page 3.

Note. If the account is in more than one name, see the instructions for line 1 and the chart on page 4 for guidelines on whose number to enter.

	Social security number
			–	–
or
	Employer identification number
		–

Part II Certification

Under penalties of perjury, I certify that:

1.	The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me); and
2.	I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding; and
3.	I am a U.S. citizen or other U.S. person (defined below); and
4.	The FATCA code(s) entered on this form (if any) indicating that I am exempt from FATCA reporting is correct.

Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and generally, payments other than interest and dividends, you are not required to sign the certification, but you must provide your correct TIN. See the instructions on page 3.

Sign
Here Signature of
U.S. person > Date >

General Instructions

Section references are to the Internal Revenue Code unless otherwise noted.

Future developments. Information about developments affecting Form W-9 (such as legislation enacted after we release it) is at www.irs.gov/fw9.

Purpose of Form

An individual or entity (Form W-9 requester) who is required to file an information return with the IRS must obtain your correct taxpayer identification number (TIN) which may be your social security number (SSN), individual taxpayer identification number (ITIN), adoption taxpayer identification number (ATIN), or employer identification number (EIN), to report on an information return the amount paid to you, or other amount reportable on an information return. Examples of information returns include, but are not limited to, the following:

• Form 1099-INT (interest earned or paid)

• Form 1099-DIV (dividends, including those from stocks or mutual funds)

• Form 1099-MISC (various types of income, prizes, awards, or gross proceeds)

• Form 1099-B (stock or mutual fund sales and certain other transactions by brokers)

• Form 1099-S (proceeds from real estate transactions)

• Form 1099-K (merchant card and third party network transactions)

• Form 1098 (home mortgage interest), 1098-E (student loan interest), 1098-T (tuition)

• Form 1099-C (canceled debt)

• Form 1099-A (acquisition or abandonment of secured property)

      Use Form W-9 only if you are a U.S. person (including a resident alien), to provide your correct TIN.

If you do not return Form W-9 to the requester with a TIN, you might be subject to backup withholding. See What is backup withholding? on page 2.

      By signing the filled-out form, you:

      1. Certify that the TIN you are giving is correct (or you are waiting for a number to be issued),

      2. Certify that you are not subject to backup withholding, or

      3. Claim exemption from backup withholding if you are a U.S. exempt payee. If applicable, you are also certifying that as a U.S. person, your allocable share of any partnership income from a U.S. trade or business is not subject to the withholding tax on foreign partners' share of effectively connected income, and

      4. Certify that FATCA code(s) entered on this form (if any) indicating that you are exempt from the FATCA reporting, is correct. See What is FATCA reporting? on page 2 for further information.

Cat. No. 10231X Form W-9 (Rev. 12-2014)

Form W-9 (Rev. 12-2014) Page 2

Note. If you are a U.S. person and a requester gives you a form other than Form W-9 to request your TIN, you must use the requester's form if it is substantially similar to this Form W-9.

Definition of a U.S. person. For federal tax purposes, you are considered a U.S. person if you are:

• An individual who is a U.S. citizen or U.S. resident alien;

• A partnership, corporation, company, or association created or organized in the United States or under the laws of the United States;

• An estate (other than a foreign estate); or

• A domestic trust (as defined in Regulations section 301.7701-7).

Special rules for partnerships. Partnerships that conduct a trade or business in the United States are generally required to pay a withholding tax under section 1446 on any foreign partners' share of effectively connected taxable income from such business. Further, in certain cases where a Form W-9 has not been received, the rules under section 1446 require a partnership to presume that a partner is a foreign person, and pay the section 1446 withholding tax. Therefore, if you are a U.S. person that is a partner in a partnership conducting a trade or business in the United States, provide Form W-9 to the partnership to establish your U.S. status and avoid section 1446 withholding on your share of partnership income.

      In the cases below, the following person must give Form W-9 to the partnership for purposes of establishing its U.S. status and avoiding withholding on its allocable share of net income from the partnership conducting a trade or business in the United States:

• In the case of a disregarded entity with a U.S. owner, the U.S. owner of the disregarded entity and not the entity;

• In the case of a grantor trust with a U.S. grantor or other U.S. owner, generally, the U.S. grantor or other U.S. owner of the grantor trust and not the trust; and

• In the case of a U.S. trust (other than a grantor trust), the U.S. trust (other than a grantor trust) and not the beneficiaries of the trust.

Foreign person. If you are a foreign person or the U.S. branch of a foreign bank that has elected to be treated as a U.S. person, do not use Form W-9. Instead, use the appropriate Form W-8 or Form 8233 (see Publication 515, Withholding of Tax on Nonresident Aliens and Foreign Entities).

Nonresident alien who becomes a resident alien. Generally, only a nonresident alien individual may use the terms of a tax treaty to reduce or eliminate U.S. tax on certain types of income. However, most tax treaties contain a provision known as a "saving clause." Exceptions specified in the saving clause may permit an exemption from tax to continue for certain types of income even after the payee has otherwise become a U.S. resident alien for tax purposes.

      If you are a U.S. resident alien who is relying on an exception contained in the saving clause of a tax treaty to claim an exemption from U.S. tax on certain types of income, you must attach a statement to Form W-9 that specifies the following five items:

      1. The treaty country. Generally, this must be the same treaty under which you claimed exemption from tax as a nonresident alien.

      2. The treaty article addressing the income.

      3. The article number (or location) in the tax treaty that contains the saving clause and its exceptions.

      4. The type and amount of income that qualifies for the exemption from tax.

      5. Sufficient facts to justify the exemption from tax under the terms of the treaty article.

Example. Article 20 of the U.S.-China income tax treaty allows an exemption from tax for scholarship income received by a Chinese student temporarily present in the United States. Under U.S. law, this student will become a resident alien for tax purposes if his or her stay in the United States exceeds 5 calendar years. However, paragraph 2 of the first Protocol to the U.S.-China treaty (dated April 30, 1984) allows the provisions of Article 20 to continue to apply even after the Chinese student becomes a resident alien of the United States. A Chinese student who qualifies for this exception (under paragraph 2 of the first protocol) and is relying on this exception to claim an exemption from tax on his or her scholarship or fellowship income would attach to Form W-9 a statement that includes the information described above to support that exemption.

      If you are a nonresident alien or a foreign entity, give the requester the appropriate completed Form W-8 or Form 8233.

Backup Withholding

What is backup withholding? Persons making certain payments to you must under certain conditions withhold and pay to the IRS 28% of such payments. This is called "backup withholding." Payments that may be subject to backup withholding include interest, tax-exempt interest, dividends, broker and barter exchange transactions, rents, royalties, nonemployee pay, payments made in settlement of payment card and third party network transactions, and certain payments from fishing boat operators. Real estate transactions are not subject to backup withholding.

      You will not be subject to backup withholding on payments you receive if you give the requester your correct TIN, make the proper certifications, and report all your taxable interest and dividends on your tax return.

Payments you receive will be subject to backup withholding if:

      1. You do not furnish your TIN to the requester,

      2. You do not certify your TIN when required (see the Part II instructions on page 3 for details),

      3. The IRS tells the requester that you furnished an incorrect TIN,

      4. The IRS tells you that you are subject to backup withholding because you did not report all your interest and dividends on your tax return (for reportable interest and dividends only), or

      5. You do not certify to the requester that you are not subject to backup withholding under 4 above (for reportable interest and dividend accounts opened after 1983 only).

      Certain payees and payments are exempt from backup withholding. See Exempt payee code on page 3 and the separate Instructions for the Requester of Form W-9 for more information.

      Also see Special rules for partnerships above.

What is FATCA reporting?

The Foreign Account Tax Compliance Act (FATCA) requires a participating foreign financial institution to report all United States account holders that are specified United States persons. Certain payees are exempt from FATCA reporting. See Exemption from FATCA reporting code on page 3 and the Instructions for the Requester of Form W-9 for more information.

Updating Your Information

You must provide updated information to any person to whom you claimed to be an exempt payee if you are no longer an exempt payee and anticipate receiving reportable payments in the future from this person. For example, you may need to provide updated information if you are a C corporation that elects to be an S corporation, or if you no longer are tax exempt. In addition, you must furnish a new Form W-9 if the name or TIN changes for the account; for example, if the grantor of a grantor trust dies.

Penalties

Failure to furnish TIN. If you fail to furnish your correct TIN to a requester, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect.

Civil penalty for false information with respect to withholding. If you make a false statement with no reasonable basis that results in no backup withholding, you are subject to a $500 penalty.

Criminal penalty for falsifying information. Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment.

Misuse of TINs. If the requester discloses or uses TINs in violation of federal law, the requester may be subject to civil and criminal penalties.

Specific Instructions

Line 1

You must enter one of the following on this line; do not leave this line blank. The name should match the name on your tax return.

      If this Form W-9 is for a joint account, list first, and then circle, the name of the person or entity whose number you entered in Part I of Form W-9.

      a. Individual. Generally, enter the name shown on your tax return. If you have changed your last name without informing the Social Security Administration (SSA) of the name change, enter your first name, the last name as shown on your social security card, and your new last name.

Note. ITIN applicant: Enter your individual name as it was entered on your Form W-7 application, line 1a. This should also be the same as the name you entered on the Form 1040/1040A/1040EZ you filed with your application.

      b. Sole proprietor or single-member LLC. Enter your individual name as shown on your 1040/1040A/1040EZ on line 1. You may enter your business, trade, or "doing business as" (DBA) name on line 2.

      c. Partnership, LLC that is not a single-member LLC, C Corporation, or S Corporation. Enter the entity's name as shown on the entity's tax return on line 1 and any business, trade, or DBA name on line 2.

      d. Other entities. Enter your name as shown on required U.S. federal tax documents on line 1. This name should match the name shown on the charter or other legal document creating the entity. You may enter any business, trade, or DBA name on line 2.

      e. Disregarded entity. For U.S. federal tax purposes, an entity that is disregarded as an entity separate from its owner is treated as a "disregarded entity." See Regulations section 301.7701-2(c)(2)(iii). Enter the owner's name on line 1. The name of the entity entered on line 1 should never be a disregarded entity. The name on line 1 should be the name shown on the income tax return on which the income should be reported. For example, if a foreign LLC that is treated as a disregarded entity for U.S. federal tax purposes has a single owner that is a U.S. person, the U.S. owner's name is required to be provided on line 1. If the direct owner of the entity is also a disregarded entity, enter the first owner that is not disregarded for federal tax purposes. Enter the disregarded entity's name on line 2, "Business name/disregarded entity name." If the owner of the disregarded entity is a foreign person, the owner must complete an appropriate Form W-8 instead of a Form W-9. This is the case even if the foreign person has a U.S. TIN.

Form W-9 (Rev. 12-2014) Page 3

Line 2

If you have a business name, trade name, DBA name, or disregarded entity name, you may enter it on line 2.

Line 3

Check the appropriate box in line 3 for the U.S. federal tax classification of the person whose name is entered on line 1. Check only one box in line 3.

Limited Liability Company (LLC). If the name on line 1 is an LLC treated as a partnership for U.S. federal tax purposes, check the "Limited Liability Company" box and enter "P" in the space provided. If the LLC has filed Form 8832 or 2553 to be taxed as a corporation, check the "Limited Liability Company" box and in the space provided enter "C" for C corporation or "S" for S corporation. If it is a single-member LLC that is a disregarded entity, do not check the "Limited Liability Company" box; instead check the first box in line 3 "Individual/sole proprietor or single-member LLC."

Line 4, Exemptions

If you are exempt from backup withholding and/or FATCA reporting, enter in the appropriate space in line 4 any code(s) that may apply to you.

Exempt payee code.

• Generally, individuals (including sole proprietors) are not exempt from backup withholding.

• Except as provided below, corporations are exempt from backup withholding for certain payments, including interest and dividends.

• Corporations are not exempt from backup withholding for payments made in settlement of payment card or third party network transactions.

• Corporations are not exempt from backup withholding with respect to attorneys' fees or gross proceeds paid to attorneys, and corporations that provide medical or health care services are not exempt with respect to payments reportable on Form 1099-MISC.

      The following codes identify payees that are exempt from backup withholding. Enter the appropriate code in the space in line 4.

      1 – An organization exempt from tax under section 501(a), any IRA, or a custodial account under section 403(b)(7) if the account satisfies the requirements of section 401(f)(2)

      2 – The United States or any of its agencies or instrumentalities

      3 – A state, the District of Columbia, a U.S. commonwealth or possession, or any of their political subdivisions or instrumentalities

      4 – A foreign government or any of its political subdivisions, agencies, or instrumentalities

      5 – A corporation

      6 – A dealer in securities or commodities required to register in the United States, the District of Columbia, or a U.S. commonwealth or possession

      7 – A futures commission merchant registered with the Commodity Futures Trading Commission

      8 – A real estate investment trust

      9 – An entity registered at all times during the tax year under the Investment Company Act of 1940

      10 – A common trust fund operated by a bank under section 584(a)

      11 – A financial institution

      12 – A middleman known in the investment community as a nominee or custodian

      13 – A trust exempt from tax under section 664 or described in section 4947

      The following chart shows types of payments that may be exempt from backup withholding. The chart applies to the exempt payees listed above, 1 through 13.

IF the payment is for . . .	THEN the payment is exempt for . . .
Interest and dividend payments	All exempt payees except for 7
Broker transactions	Exempt payees 1 through 4 and 6 through 11 and all C corporations. S corporations must not enter an exempt payee code because they are exempt only for sales of noncovered securities acquired prior to 2012.
Barter exchange transactions and patronage dividends	Exempt payees 1 through 4
Payments over $600 required to be reported and direct sales over $5,0001	Generally, exempt payees 1 through 52
Payments made in settlement of payment card or third party network transactions	Exempt payees 1 through 4

¹ See Form 1099-MISC, Miscellaneous Income, and its instructions.

² However, the following payments made to a corporation and reportable on Form 1099-MISC are not exempt from backup withholding: medical and health care payments, attorneys' fees, gross proceeds paid to an attorney reportable under section 6045(f), and payments for services paid by a federal executive agency.

Exemption from FATCA reporting code. The following codes identify payees that are exempt from reporting under FATCA. These codes apply to persons submitting this form for accounts maintained outside of the United States by certain foreign financial institutions. Therefore, if you are only submitting this form for an account you hold in the United States, you may leave this field blank. Consult with the person requesting this form if you are uncertain if the financial institution is subject to these requirements. A requester may indicate that a code is not required by providing you with a Form W-9 with "Not Applicable" (or any similar indication) written or printed on the line for a FATCA exemption code.

      A – An organization exempt from tax under section 501(a) or any individual retirement plan as defined in section 7701(a)(37)

      B – The United States or any of its agencies or instrumentalities

      C – A state, the District of Columbia, a U.S. commonwealth or possession, or any of their political subdivisions or instrumentalities

      D – A corporation the stock of which is regularly traded on one or more established securities markets, as described in Regulations section 1.1472-1(c)(1)(i)

      E – A corporation that is a member of the same expanded affiliated group as a corporation described in Regulations section 1.1472-1(c)(1)(i)

      F – A dealer in securities, commodities, or derivative financial instruments (including notional principal contracts, futures, forwards, and options) that is registered as such under the laws of the United States or any state

      G – A real estate investment trust

      H – A regulated investment company as defined in section 851 or an entity registered at all times during the tax year under the Investment Company Act of 1940

      I – A common trust fund as defined in section 584(a)

      J – A bank as defined in section 581

      K – A broker

      L – A trust exempt from tax under section 664 or described in section 4947(a)(1)

      M – A tax exempt trust under a section 403(b) plan or section 457(g) plan

Note. You may wish to consult with the financial institution requesting this form to determine whether the FATCA code and/or exempt payee code should be completed.

Line 5

Enter your address (number, street, and apartment or suite number). This is where the requester of this Form W-9 will mail your information returns.

Line 6

Enter your city, state, and ZIP code.

Part I. Taxpayer Identification Number (TIN)

Enter your TIN in the appropriate box. If you are a resident alien and you do not have and are not eligible to get an SSN, your TIN is your IRS individual taxpayer identification number (ITIN). Enter it in the social security number box. If you do not have an ITIN, see How to get a TIN below.

      If you are a sole proprietor and you have an EIN, you may enter either your SSN or EIN. However, the IRS prefers that you use your SSN.

      If you are a single-member LLC that is disregarded as an entity separate from its owner (see Limited Liability Company (LLC) on this page), enter the owner's SSN (or EIN, if the owner has one). Do not enter the disregarded entity's EIN. If the LLC is classified as a corporation or partnership, enter the entity's EIN.

Note. See the chart on page 4 for further clarification of name and TIN combinations.

How to get a TIN. If you do not have a TIN, apply for one immediately. To apply for an SSN, get Form SS-5, Application for a Social Security Card, from your local SSA office or get this form online at www.ssa.gov. You may also get this form by calling 1-800-772-1213. Use Form W-7, Application for IRS Individual Taxpayer Identification Number, to apply for an ITIN, or Form SS-4, Application for Employer Identification Number, to apply for an EIN. You can apply for an EIN online by accessing the IRS website at www.irs.gov/businesses and clicking on Employer Identification Number (EIN) under Starting a Business. You can get Forms W-7 and SS-4 from the IRS by visiting IRS.gov or by calling 1-800-TAX-FORM (1-800-829-3676).

      If you are asked to complete Form W-9 but do not have a TIN, apply for a TIN and write "Applied For" in the space for the TIN, sign and date the form, and give it to the requester. For interest and dividend payments, and certain payments made with respect to readily tradable instruments, generally you will have 60 days to get a TIN and give it to the requester before you are subject to backup withholding on payments. The 60-day rule does not apply to other types of payments. You will be subject to backup withholding on all such payments until you provide your TIN to the requester.

Note. Entering "Applied For" means that you have already applied for a TIN or that you intend to apply for one soon.

Caution:A disregarded U.S. entity that has a foreign owner must use the appropriate Form W-8.

Form W-9 (Rev. 12-2014) Page 4

Part II. Certification

To establish to the withholding agent that you are a U.S. person, or resident alien, sign Form W-9. You may be requested to sign by the withholding agent even if items 1, 4, or 5 below indicate otherwise.

      For a joint account, only the person whose TIN is shown in Part I should sign (when required). In the case of a disregarded entity, the person identified on line 1 must sign. Exempt payees, see Exempt payee code earlier.

Signature requirements. Complete the certification as indicated in items 1 through 5 below.

1. Interest, dividend, and barter exchange accounts opened before 1984 and broker accounts considered active during 1983. You must give your correct TIN, but you do not have to sign the certification.

2. Interest, dividend, broker, and barter exchange accounts opened after 1983 and broker accounts considered inactive during 1983. You must sign the certification or backup withholding will apply. If you are subject to backup withholding and you are merely providing your correct TIN to the requester, you must cross out item 2 in the certification before signing the form.

3. Real estate transactions. You must sign the certification. You may cross out item 2 of the certification.

4. Other payments. You must give your correct TIN, but you do not have to sign the certification unless you have been notified that you have previously given an incorrect TIN. "Other payments" include payments made in the course of the requester's trade or business for rents, royalties, goods (other than bills for merchandise), medical and health care services (including payments to corporations), payments to a nonemployee for services, payments made in settlement of payment card and third party network transactions, payments to certain fishing boat crew members and fishermen, and gross proceeds paid to attorneys (including payments to corporations).

5. Mortgage interest paid by you, acquisition or abandonment of secured property, cancellation of debt, qualified tuition program payments (under section 529), IRA, Coverdell ESA, Archer MSA or HSA contributions or distributions, and pension distributions. You must give your correct TIN, but you do not have to sign the certification.

What Name and Number To Give the Requester

For this type of account:		Give name and SSN of:
1.	Individual	The individual
2.	Two or more individuals (joint account)	The actual owner of the account or, if combined funds, the first individual on the account1
3.	Custodian account of a minor (Uniform Gift to Minors Act)	The minor2
4.	a. The usual revocable savings trust (grantor is also trustee)	The grantor-trustee1
	b. So-called trust account that is not a legal or valid trust under state law	The actual owner1
5.	Sole proprietorship or disregarded entity owned by an individual	The owner3
6.	Grantor trust filing under Optional Form 1099 Filing Method 1 (see Regulation section 1.671-4(b)(2)(i)(A))	The grantor*
For this type of account:		Give name and EIN of:
7.	Disregarded entity not owned by an individual	The owner
8.	A valid trust, estate, or pension trust	Legal entity4
9.	Corporation or LLC electing corporate status on Form 8832 or Form 2553	The corporation
10.	Association, club, religious, charitable, educational, or other tax-exempt organization	The organization
11.	Partnership or multi-member LLC	The partnership
12.	A broker or registered nominee	The broker or nominee
13.	Account with the Department of Agriculture in the name of a public entity (such as a state or local government, school district, or prison) that receives agricultural program payments	The public entity
14.	Grantor trust filing under the Form 1041 Filing Method or the Optional Form 1099 Filing Method 2 (see Regulation section 1.671-4(b)(2)(i)(B))	The trust

¹ List first and circle the name of the person whose number you furnish. If only one person on a joint account has an SSN, that person's number must be furnished.

² Circle the minor's name and furnish the minor's SSN.

³ You must show your individual name and you may also enter your business or DBA name on the "Business name/disregarded entity" name line. You may use either your SSN or EIN (if you have one), but the IRS encourages you to use your SSN.

⁴ List first and circle the name of the trust, estate, or pension trust. (Do not furnish the TIN of the personal representative or trustee unless the legal entity itself is not designated in the account title.) Also see Special rules for partnerships on page 2.

^* Note. Grantor also must provide a Form W-9 to trustee of trust.

Note. If no name is circled when more than one name is listed, the number will be considered to be that of the first name listed.

Secure Your Tax Records from Identity Theft

Identity theft occurs when someone uses your personal information such as your name, SSN, or other identifying information, without your permission, to commit fraud or other crimes. An identity thief may use your SSN to get a job or may file a tax return using your SSN to receive a refund.

      To reduce your risk:

• Protect your SSN,

• Ensure your employer is protecting your SSN, and

• Be careful when choosing a tax preparer.

      If your tax records are affected by identity theft and you receive a notice from the IRS, respond right away to the name and phone number printed on the IRS notice or letter.

      If your tax records are not currently affected by identity theft but you think you are at risk due to a lost or stolen purse or wallet, questionable credit card activity or credit report, contact the IRS Identity Theft Hotline at 1-800-908-4490 or submit Form 14039.

      For more information, see Publication 4535, Identity Theft Prevention and Victim Assistance.

      Victims of identity theft who are experiencing economic harm or a system problem, or are seeking help in resolving tax problems that have not been resolved through normal channels, may be eligible for Taxpayer Advocate Service (TAS) assistance. You can reach TAS by calling the TAS toll-free case intake line at 1-877-777-4778 or TTY/TDD 1-800-829-4059.

Protect yourself from suspicious emails or phishing schemes. Phishing is the creation and use of email and websites designed to mimic legitimate business emails and websites. The most common act is sending an email to a user falsely claiming to be an established legitimate enterprise in an attempt to scam the user into surrendering private information that will be used for identity theft.

      The IRS does not initiate contacts with taxpayers via emails. Also, the IRS does not request personal detailed information through email or ask taxpayers for the PIN numbers, passwords, or similar secret access information for their credit card, bank, or other financial accounts.

      If you receive an unsolicited email claiming to be from the IRS, forward this message to phishing@irs.gov. You may also report misuse of the IRS name, logo, or other IRS property to the Treasury Inspector General for Tax Administration (TIGTA) at 1-800-366-4484. You can forward suspicious emails to the Federal Trade Commission at: spam@uce.gov or contact them at www.ftc.gov/idtheft or 1-877-IDTHEFT (1-877-438-4338).

      Visit IRS.gov to learn more about identity theft and how to reduce your risk.

Privacy Act Notice

Section 6109 of the Internal Revenue Code requires you to provide your correct TIN to persons (including federal agencies) who are required to file information returns with the IRS to report interest, dividends, or certain other income paid to you; mortgage interest you paid; the acquisition or abandonment of secured property; the cancellation of debt; or contributions you made to an IRA, Archer MSA, or HSA. The person collecting this form uses the information on the form to file information returns with the IRS, reporting the above information. Routine uses of this information include giving it to the Department of Justice for civil and criminal litigation and to cities, states, the District of Columbia, and U.S. commonwealths and possessions for use in administering their laws. The information also may be disclosed to other countries under a treaty, to federal and state agencies to enforce civil and criminal laws, or to federal law enforcement and intelligence agencies to combat terrorism. You must provide your TIN whether or not you are required to file a tax return. Under section 3406, payers must generally withhold a percentage of taxable interest, dividend, and certain other payments to a payee who does not give a TIN to the payer. Certain penalties may also apply for providing false or fraudulent information.

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Exhibit 99.1

DELIVERY OF DOCUMENTS TO THE BOOK-ENTRY TRANSFER FACILITY DOES NOT CONSTITUTE DELIVERY TO THE EXCHANGE AGENT.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
INSTRUCTIONS Forming part of the terms and conditions of the exchange offer.

EX-99.2

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Exhibit 99.2

INTERVAL ACQUISITION CORP.

OFFER TO EXCHANGE
$350,000,000 PRINCIPAL AMOUNT OF 5.625% SENIOR NOTES DUE 2023
AND THE RELATED GUARANTEES
WHICH HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933

FOR

$350,000,000 PRINCIPAL AMOUNT OF 5.625% SENIOR NOTES DUE 2023
AND THE RELATED GUARANTEES
WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933

PURSUANT TO THE PROSPECTUS DATED                        , 2016

THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON                        , 2016, UNLESS EXTENDED.

To Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees:

        As described in the enclosed prospectus, dated                        , 2016, (as the same may be amended or supplemented from time to time, the "prospectus"), and letter of transmittal (the "letter of transmittal"), Interval Acquisition Corp. (the "Company") and certain subsidiaries and the parent of the Company (collectively, the "Guarantors") are offering to exchange (the "exchange offer") an aggregate principal amount of $350,000,000 of the Company's 5.625% Senior Notes due 2023, including the related guarantees thereof by the Guarantors (the "exchange notes"), which have been registered under the Securities Act of 1933, as amended (the "Securities Act"), for a like principal amount of the Company's issued and outstanding 5.625% Senior Notes due 2023, including the guarantees thereof by the Guarantors (the "restricted notes"), from the registered holders thereof (the "holders"). The exchange offer is being made in order to satisfy certain obligations of the Company contained in the registration rights agreement, dated as of April 10, 2015, by and among the Company, the Guarantors and Wells Fargo Securities, LLC, as representative of the several initial purchasers named on Exhibit A to the Purchase Agreement dated April 2, 2015 by and among the Company, the Guarantors and Wells Fargo Securities, LLC. Terms not defined herein shall have the respective meanings ascribed to them in the prospectus.

        WE URGE YOU TO PROMPTLY CONTACT YOUR CLIENTS FOR WHOM YOU HOLD RESTRICTED NOTES REGISTERED IN YOUR NAME OR IN THE NAME OF YOUR NOMINEE OR WHO HOLD RESTRICTED NOTES REGISTERED IN THEIR OWN NAMES. PLEASE NOTE THAT THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON                  , 2016, UNLESS THE COMPANY EXTENDS THE EXCHANGE OFFER (THE "EXPIRATION DATE").

        The Company will not pay any fees or commissions to you for soliciting tenders of restricted notes pursuant to the exchange offer. The Company will pay all transfer taxes, if any, applicable to the tender of restricted notes to it or its order, except as otherwise provided in the prospectus and the letter of transmittal.

        Enclosed are copies of the following documents:

        1.     A form of letter which you may send, as a cover letter to accompany the prospectus and related materials, to your clients for whose accounts you hold restricted notes registered in your name or the name of your nominee, with space provided for obtaining the client's instructions regarding the exchange offer.

        2.     The prospectus.

        3.     The letter of transmittal for your use in connection with the tender of restricted notes and for the information of your clients, including a Form W-9 and Guidelines for Certification of Taxpayer Identification Number on Form W-9 (providing information relating to U.S. federal income tax backup withholding).

        4.     A form of notice of guaranteed delivery.

        5.     Return envelopes addressed to HSBC Bank USA, National Association, (the "exchange agent") for the restricted notes.

        Your prompt action is requested. Tendered restricted notes may be withdrawn, subject to the procedures described in the prospectus, at any time prior to 5:00 p.m., New York City time, on the expiration date.

        To participate in the exchange offer, certificates for restricted notes, together with a duly executed and properly completed letter of transmittal or facsimile thereof, or a timely confirmation of a book-entry transfer of such restricted notes into the account of the exchange agent, at The Depository Trust Company, with any required signature guarantees, and any other required documents, must be received by the exchange agent by the expiration date as indicated in the prospectus and the letter of transmittal.

        If holders of the restricted notes wish to tender but it is impracticable for them to forward their restricted notes prior to the expiration date or to comply with the book-entry transfer procedures on a timely basis, a tender may be effected by following the guaranteed delivery procedures described in the prospectus and in the letter of transmittal.

        Additional copies of the enclosed material may be obtained from the exchange agent at its address or telephone number set forth on the first page of the letter of transmittal.

Very truly yours,

INTERVAL ACQUISITION CORP.

Nothing contained herein or in the enclosed documents shall constitute you or any person as an agent of Interval Acquisition Corp. or the exchange agent, or authorize you or any other person to use any document or make any statements on behalf of either of them in connection with the exchange offer, other than the documents enclosed herewith and the statements expressly contained therein.

2

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Exhibit 99.2

EX-99.3

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Exhibit 99.3

INTERVAL ACQUISITION CORP.

OFFER TO EXCHANGE
$350,000,000 PRINCIPAL AMOUNT OF 5.625% SENIOR NOTES DUE 2023
AND THE RELATED GUARANTEES
WHICH HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933

FOR

$350,000,000 PRINCIPAL AMOUNT OF 5.625% SENIOR NOTES DUE 2023
AND THE RELATED GUARANTEES
WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933
PURSUANT TO THE PROSPECTUS DATED                , 2016

THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M.,
NEW YORK CITY TIME, ON                , 2016, UNLESS EXTENDED.

To our clients:

        Enclosed for your consideration is a prospectus, dated                , 2016 (the "prospectus"), and the related letter of transmittal (the "letter of transmittal"), relating to the offer (the "exchange offer") of Interval Acquisition Corp. (the "Company"), a Delaware corporation, and certain subsidiaries and the parent of the Company (collectively, the "Guarantors"), to exchange an aggregate principal amount of $350,000,000 of the Company's 5.625% Senior Notes due 2023, including the guarantees thereof by the Guarantors (the "exchange notes"), which have been registered under the Securities Act of 1933, as amended (the "Securities Act"), for a like principal amount of the Company's issued and outstanding 5.625% Senior Notes due 2023, including the related guarantees thereof by the Guarantors (the "restricted notes") upon the terms and subject to the conditions described in the prospectus and the letter of transmittal. The exchange offer is being made in order to satisfy certain obligations of the Company contained in the registration rights agreement dated April 10, 2015, by and among the Company, the Guarantors and Wells Fargo Securities, LLC, as representative of the several initial purchasers named on Exhibit A to the Purchase Agreement dated April 2, 2015 by and among the Company, the Guarantors and Wells Fargo Securities, LLC.

        This material is being forwarded to you as the beneficial owner of the restricted notes held by us for your account but not registered in your name. A TENDER OF SUCH RESTRICTED NOTES MAY ONLY BE MADE BY US AS THE HOLDER OF RECORD AND PURSUANT TO YOUR INSTRUCTIONS. THE LETTER OF TRANSMITTAL IS FURNISHED TO YOU FOR YOUR INFORMATION ONLY AND CANNOT BE USED BY YOU TO TENDER THE RESTRICTED NOTES HELD BY US FOR YOUR ACCOUNT.

        Accordingly, we request instructions as to whether you wish us to tender on your behalf the restricted notes held by us for your account, pursuant to the terms and conditions set forth in the enclosed prospectus and letter of transmittal. WE URGE YOU TO READ THE PROSPECTUS AND LETTER OF TRANSMITTAL CAREFULLY BEFORE INSTRUCTING US TO TENDER THE RESTRICTED NOTES.

        Your instructions should be forwarded to us as promptly as possible in order to permit us to tender the restricted notes on your behalf in accordance with the provisions of the exchange offer. The exchange offer will expire at 5:00 p.m., New York City time, on                , 2016 (the "expiration date"), unless extended by the Company. Any restricted notes tendered pursuant to the exchange offer may be withdrawn at any time before the expiration date.

        Your attention is directed to the following:

        1.     The exchange offer is for the entire aggregate principal amount of the outstanding restricted notes.

        2.     The exchange offer is subject to certain conditions set forth in the prospectus in the section captioned "The Exchange Offer—Conditions to the Exchange Offer."

        3.     The exchange offer expires at 5:00 p.m., New York City time, on                        , 2016, unless extended by the Company.

        4.     Any transfer taxes incident to the transfer of the restricted notes from the tendering holder to the Company will be paid by the Company, except as provided in the prospectus and the instructions to the letter of transmittal.

        5.     The exchange offer is not being made to, nor will the surrender of the restricted notes for exchange be accepted from or on behalf of, holders of the restricted notes in any jurisdiction in which the exchange offer or acceptance thereof would not be in compliance with the securities or blue sky laws of such jurisdiction.

        6.     The acceptance for exchange of the restricted notes validly tendered and not withdrawn will be effected promptly after the expiration of the exchange offer and the issuance of exchange notes will be made promptly thereafter.

        7.     The Company expressly reserves the right, in its reasonable discretion and in accordance with applicable law, at any time (i) to extend the expiration date of the exchange offer, (ii) to delay the acceptance of any restricted notes, (iii) to terminate the exchange offer and not accept any restricted notes for exchange if the Company determines that any of the conditions to the exchange offer, as set forth in the prospectus, have not occurred or have not been satisfied, and (iv) to amend the terms of the exchange offer in any manner. In the event of any extension, delay, non-acceptance, termination or amendment, the Company will as promptly as practicable give oral or written notice of the action to the exchange agent and make a public announcement of such action. In the case of an extension, the announcement will be made no later than 9:00 a.m. New York City time, on the next business day after the previously scheduled expiration date.

        8.     Consummation of the exchange offer may have adverse consequences to non-tendering restricted note holders including that the reduced amount of outstanding restricted notes as a result of the exchange offer may adversely affect the trading market, liquidity and market price of the restricted notes.

If you wish to have us tender your restricted notes, please so instruct us by completing, executing and returning to us the instruction form on the back of this letter.

Instructions with respect to
the exchange offer

        The undersigned acknowledge(s) receipt of your letter and the enclosed material referred to therein relating to the exchange offer made by Interval Acquisition Corp. and the Guarantors with respect to the restricted notes.

        This will instruct you to tender the restricted notes held by you for the account of the undersigned, upon and subject to the terms and conditions set forth in the prospectus and the related letter of transmittal.

        The undersigned expressly agrees to be bound by the enclosed letter of transmittal and that such letter of transmittal may be enforced against the undersigned.

2

o

Please tender the restricted notes held by you for my account as indicated below:

	Aggregate principal amount at maturity of restricted notes
Restricted notes:	$

o

Please do not tender any restricted notes held by you for my account.  

Dated:

Signature(s):

Print name(s) here:

Print address(es):

Area code and telephone number(s):

Tax identification or social security number(s):

        None of the restricted notes held by us for your account will be tendered unless we receive written instructions from you to do so. Unless a specific contrary instruction is given in the space provided, your signature(s) hereon shall constitute an instruction to us to tender all the restricted notes held by us for your account.

3

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Exhibit 99.3

Instructions with respect to the exchange offer

EX-99.4

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Exhibit 99.4

NOTICE OF GUARANTEED DELIVERY

INTERVAL ACQUISITION CORP.

OFFER TO EXCHANGE
$350,000,000 PRINCIPAL AMOUNT OF 5.625% SENIOR NOTES DUE 2023
AND THE RELATED GUARANTEES
WHICH HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933

FOR

$350,000,000 PRINCIPAL AMOUNT OF 5.625% SENIOR NOTES DUE 2023
AND THE RELATED GUARANTEES
WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933

PURSUANT TO THE PROSPECTUS DATED                        , 2016

        This form or one substantially equivalent hereto must be used to accept the exchange offer of Interval Acquisition Corp., a Delaware corporation, (the "Company") and certain subsidiaries and the parent of the Company (collectively, the "Guarantors") made pursuant to the prospectus, dated                        , 2016 (the "prospectus"), if the procedure for book-entry transfer cannot be completed on a timely basis or time will not permit all required documents to reach HSBC Bank USA, National Association, as exchange agent (the "exchange agent"), prior to 5:00 P.M., New York City time, on the expiration date of the exchange offer.

        Such form may be delivered or transmitted by facsimile transmission, mail or hand delivery to the exchange agent as set forth below. In addition, in order to utilize the guaranteed delivery procedure to tender the outstanding 5.625% Senior Notes due 2023 of the Company and related guarantees thereof by the Guarantors (the "restricted notes") pursuant to the exchange offer, (a) such tender must be made by or through an eligible institution, (b) the properly completed and duly executed notice of guaranteed delivery must (i) state that the tender is being made and (ii) set forth the name and address of the holder of the restricted notes being tendered and the amount of the restricted notes being tendered, and (c) the exchange agent must receive the certificates for the restricted notes, or a book-entry confirmation, and a properly completed and duly executed letter of transmittal, or an agent's message in lieu thereof, with any required signature guarantees and any other documents required by the letter of transmittal within three New York Stock Exchange trading days after the date of execution of the notice of guaranteed delivery.

        Terms not defined herein shall have the respective meanings ascribed to them in the prospectus.

THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M.,
NEW YORK CITY TIME, ON                        , 2016, UNLESS EXTENDED.

The exchange agent for the exchange offer is:

HSBC Bank USA, National Association
Corporate Trust and Loan Agency
452 Fifth Avenue
New York, NY 10016
Attn: Account Bank
Facsimile: (212) 525-1300
For confirmation call: (212) 525-1427

Delivery of this instrument to an address other than as set forth above, or transmission of this instrument via facsimile other than as set forth above, will not constitute a valid delivery.

Ladies and Gentlemen:

        Upon the terms and conditions set forth in the prospectus and the accompanying letter of transmittal, the undersigned hereby tenders to the Company and the Guarantors the principal amount of restricted notes set forth below pursuant to the guaranteed delivery procedure described in "The Exchange Offer Procedures for Tendering Old Notes—Guaranteed Delivery" section of the prospectus.

Principal amount at maturity of 5.625% Senior Notes

due 2023 tendered:*

If 5.625% Senior Notes due 2023 will be delivered by book-entry transfer to the Depository Trust Company,

provide account number:

Total principal amount at maturity represented by 5.625% Senior Notes due 2023

certificate(s): $

Account number:

*

Must be in denominations of the principal amount of $2,000 and any integral multiple of $1,000 in excess thereof.

All authority herein conferred or agreed to be conferred shall survive the death or incapacity of the undersigned and every obligation of the undersigned hereunder shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned.

Please sign here**

X	Date:
X	Date:
Signature(s) of owner(s) or authorized signatory

Area code and telephone number:

**

Must be signed by the holder(s) of restricted notes as their name(s) appear(s) on a security position listing, or by person(s) authorized to become registered holder(s) by endorsement and documents transmitted with this notice of guaranteed delivery. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer or other person acting in a fiduciary or representative capacity, such person must set forth his or her full title below.

2

Please print name(s) and address(es)

Name(s):

Capacity:

Address(es):

Name(s):

Capacity:

Address(es):

3

GUARANTEE
(Not to be used for signature guarantees)

        The undersigned, a financial institution (including most banks, savings and loan associations and brokerage houses) that is a participant in the Securities Transfer Agents Medallion Program, the New York Stock Exchange Medallion Signature Program or the Stock Exchanges Medallion Program, hereby guarantees that the certificates representing the principal amount of restricted notes tendered hereby in proper form for transfer, or timely confirmation of the book-entry transfer of such restricted notes into the exchange agent's account at The Depository Trust Company pursuant to the procedures set forth in "The Exchange Offer—Procedures for Tendering Old Notes—Guaranteed Delivery" section of the prospectus, together with one or more properly and duly executed letters of transmittal (or facsimile thereof or agent's message in lieu thereof) and any required signature guarantee and any other documents required by the letter of transmittal, will be received by the exchange agent at the address set forth above, no later than three New York Stock Exchange trading days after the date of execution of the notice of guaranteed delivery.

Name of Firm:	(Authorized signature)
Address:	Name:
	(Please print or type)

Zip Code:
Title:

Dated:
Telephone number:

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Exhibit 99.4

Please sign here
Please print name(s) and address(es)
GUARANTEE (Not to be used for signature guarantees)