EX-10.2 4 hgv-ex102_860.htm EX-10.2 hgv-ex102_860.htm

 

Exhibit 10.2

Execution Version

OMNIBUS AMENDMENT NO. 11 TO

RECEIVABLES LOAN AGREEMENT

 

AMENDMENT NO. 5 TO

SALE AND CONTRIBUTION AGREEMENT

This OMNIBUS AMENDMENT NO. 11 TO RECEIVABLES LOAN AGREEMENT AND AMENDMENT NO. 5 TO SALE AND CONTRIBUTION AGREEMENT   (this Amendment), effective as of April 25, 2019 (the Effective Date), is executed by and among HILTON GRAND VACATIONS TRUST I LLC, a Delaware limited liability company (together with its successors and assigns, the Borrower), HILTON RESORTS CORPORATION, a Delaware corporation (the Seller”), the financial institutions signatory hereto as Managing Agents, the financial institutions signatory hereto as Conduit Lenders, the financial institutions signatory hereto as Committed Lenders, DEUTSCHE BANK SECURITIES, INC., as predecessor administrative agent (in such capacity, the Predecessor Administrative Agent”), BANK OF AMERICA, N.A., as Administrative Agent (the Administrative Agent”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Securities Intermediary and Paying Agent. Capitalized terms used, but not otherwise defined herein, shall have the meanings ascribed thereto in the Receivables Loan Agreement” (defined below).

 

WITNESSETH:

 

WHEREAS, the Borrower, the Managing Agents party thereto, the Administrative Agent, Wells Fargo Bank, National Association, as Securities Intermediary and Paying Agent, the Conduit Lenders party thereto, and the Committed Lenders party thereto are parties to that certain Receivables Loan Agreement dated as of May 9, 2013 (as amended, restated, supplemented or otherwise modified from time to time, the Receivables Loan Agreement);

 

WHEREAS, the Borrower and the Seller are party to that certain Sale and Contribution Agreement, dated as of May 9, 2013 (as amended, restated, supplemented or otherwise modified from time to time, the Sale and Contribution Agreement); and

 

WHEREAS, as provided herein, the parties hereto have agreed to amend certain provisions of the Receivables Loan Agreement and the Sale and Contribution Agreement, each as further described below;

 

NOW, THEREFORE, in consideration of the premises and the mutual agreements hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

 

SECTION 1. Amendment to the Receivables Loan Agreement.Effective as of the Effective Date, and subject to the satisfaction of the conditions precedent set forth in Section 3 hereof, the Receivables Loan Agreement is hereby amended as set forth in Exhibit A to this Amendment, with text marked in underline indicating additions to the Receivables Loan

 

 

 

 

DB1/ 102789914.6

 

 


 

Agreement and with text marked in strikethrough indicating deletions to the Receivables Loan Agreement.

 

SECTION 2. Amendment to the Sale and Contribution Agreement. Effective as of the Effective Date, and subject to the satisfaction of the conditions precedent set forth in Section 3 hereof, the Sale and Contribution Agreement is hereby amended as follows:

 

2.1 All references to Timeshare Property and Timeshare Properties” shall be deleted and replaced with Timeshare Interest” or Timeshare Interests, respectively.

 

SECTION 3. Conditions Precedent. This Amendment shall become effective on the Effective Date upon the satisfaction of the Administrative Agent having received: (a) counterparts of this Amendment executed by each of the parties hereto, (b) counterparts of that certain Fourth Amended and Restated Fee Letter of even date herewith executed by each of the parties thereto, (c) executed counterparts of that certain Amendment No. 1 to Deposit Account Control Agreement (Clearing Account) of even date herewith among the Predecessor Administrative Agent, the Administrative Agent, and the Clearing Account Bank relating to the Clearing Account Control Agreement, (d) executed counterparts of each Global Assignment made by the Borrower or the Seller, as applicable, in favor of the Administrative Agent, (e) opinion of local counsel with respect to the inclusion of the Barbados Vacation Suites Resort in form and substance satisfactory to the Administrative Agent and (f) copies of UCC-3 assignments to be filed with the Delaware Secretary of State, reflecting the resignation of the Predecessor Administrative Agent and the appointment of the Administrative Agent as the secured party.

 

SECTION 4. Representations, Warranties and Confirmations.The Borrower hereby represents and warrants that:

 

4.1It has the power and is duly authorized, including by all limited liability company action on its part, to execute and deliver this Amendment.

 

4.2This Amendment has been duly and validly executed and delivered by it.

 

4.3This Amendment, the Sale and Contribution Agreement and Receivables Loan Agreement as amended hereby, constitute legal, valid and binding obligations of the Borrower and are enforceable against the Borrower in accordance with their terms.

 

4.4Immediately prior, and after giving all effect, to this Amendment, the covenants, representations and warranties of the Borrower set forth in the Receivables Loan Agreement are true and correct in all material respects as of the date hereof (except to the extent such representations or warranties relate solely to an earlier date and then as of such date).

 

4.5Immediately prior, and after giving all effect, to this Amendment, no event, condition or circumstance has occurred and is continuing which constitutes a Servicer Termination Event, Unmatured Servicer Termination Event, Default or Event of Default.

 

SECTION 5. Delivery of Executed Amendment. The Borrower covenants and agrees that it will deliver an executed copy of this Amendment to the Servicer, the Paying Agent, the Backup Servicer and the Custodian promptly following the effectiveness hereof.

 

 

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SECTION 6. Entire Agreement. The parties hereto hereby agree that this Amendment constitutes the entire agreement concerning the subject matter hereof and supersedes any and all written and/or oral prior agreements, negotiations, correspondence, understandings and communications.

 

SECTION 7. Effectiveness of Amendment. Except as expressly amended by the terms of this Amendment, all terms and conditions of the Sale and Contribution Agreement, the Receivables Loan Agreement and the other Facility Documents, as applicable, shall remain in full force and effect and are hereby ratified and confirmed. This Amendment shall not operate as a consent, waiver, amendment or other modification of any other term or condition set forth in the Sale and Contribution Agreement, the Receivables Loan Agreement and the other Facility Documents or any right, power or remedy of the Administrative Agent or any Managing Agent or Lender under the Sale and Contribution Agreement, the Receivables Loan Agreement and the other Facility Documents, except as expressly modified hereby. Upon the effectiveness of this Amendment, each reference in the Sale and Contribution Agreement or the Receivables Loan Agreement to this Agreement, this Sale and Contribution Agreement” or this Receivables Loan Agreement or words of like import shall mean and be references to the Sale and Contribution Agreement or the Receivables Loan Agreement, as applicable, as amended hereby, and each reference in any other Facility Document to the Sale and Contribution Agreement or Receivables Loan Agreement or to any terms defined in the Sale and Contribution Agreement or Receivables Loan Agreement which are modified hereby shall mean and be references to the Sale and Contribution Agreement or Receivables Loan Agreement, as applicable, or to such terms as modified hereby.

 

SECTION 8. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

 

SECTION 9. Binding Effect. This Amendment shall be binding upon and shall be enforceable by parties hereto and their respective successors and permitted assigns.

 

SECTION 10. Headings. The Section headings herein are for convenience only and will not affect the construction hereof.

 

SECTION 11. Novation. This Amendment does not constitute a novation or termination of the Receivables Loan Agreement, the Sale and Contribution Agreement or any Facility Document and all obligations thereunder are in all respects continuing with only the terms thereof being modified as provided herein.

 

SECTION 12. Counterparts. This Amendment may be executed in any number of counterparts, each of which so executed will be deemed to be an original, but all such counterparts will together constitute but one and the same instrument. Delivery of an executed counterpart of a signature page to this Amendment by facsimile or by electronic mail in a .pdf” file shall be effective as delivery of a manually executed counterpart of this Amendment.

 

SECTION 13. Fees, Costs and Expenses. The Borrower agrees to pay on demand all reasonable fees and out-of-pocket expenses of Morgan, Lewis & Bockius LLP, counsel for the Administrative Agent, incurred in connection with the preparation, execution and delivery of this Amendment and the other instruments and documents to be delivered in connection herewith.

 

SECTION 14. Resignation and Appointment of Administrative Agent. On the Effective Date, the Predecessor Administrative Agent hereby resigns as Administrative Agent under the Receivables Loan Agreement and each of the other Facility Documents, and, pursuant to Section 9.07 of the Receivables Loan Agreement, each of the Majority Committed Lenders and the Borrower hereby appoints Bank of America, N.A. (BANA) as Administrative Agent under the Receivables Loan Agreement and the other Facility

 

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Documents to take such actions as agent on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms of the Receivables Loan Agreement together with such powers as are reasonably incidental thereto. Each of the Borrower, the Lenders, and each of the other parties party hereto hereby waives any notice requirements in connection with the resignation of the Predecessor Administrative Agent as Administrative Agent and the appointment of BANA as successor Administrative Agent under the Receivables Loan Agreement. BANA hereby accepts its appointment as Administrative Agent under the Receivables Loan Agreement and the other Facility Documents and shall hereby succeed to and, from and after the date hereof, be vested with all the rights, powers, privileges, duties and protections of the Administrative Agent under the Receivables Loan Agreement and each of the other Facility Documents, in each case with like effect as if BANA were originally named as Administrative Agent under the Receivables Loan Agreement and each of the other Facility Documents. The Predecessor Administrative Agent shall execute and deliver such instruments as may be prepared by BANA and are in form and substance reasonably satisfactory to the Predecessor Administrative Agent, and do such other things as BANA may reasonably request, so as to more fully and certainly vest and confirm upon BANA the rights, powers, privileges, obligations, duties and protections of the Administrative Agent. Upon the Effective Date, the Predecessor Administrative Agent shall be discharged from its duties and obligations as Administrative Agent under the Receivables Loan Agreement and under the other Facility Documents; provided, that, notwithstanding the foregoing and any other provisions in the Receivables Loan Agreement, the indemnity and other rights and protections in favor of the Predecessor Administrative Agent as resigning Administrative Agent under the Receivables Loan Agreement (prior to the Effective Date, the Existing Agreement) and the other Facility Documents shall continue and the provisions of Articles VIII and IX of the Receivables Loan Agreement shall continue in effect for the benefit of the Predecessor Administrative Agent in its capacity as Administrative Agent as to any actions taken or omitted to be taken by it while the Predecessor Administrative Agent was acting as Administrative Agent under the Existing Agreement and the other Facility Documents. Without limiting the generality of Article VIII and IX of this Agreement, (i) BANA shall have no liability to any Person with respect to actions taken or omitted to be taken by the Predecessor Administrative Agent as Administrative Agent or its sub-agents occurring prior to the Effective Date and (ii) the Predecessor Administrative Agent shall have no liability to any Person with respect to actions taken or omitted to be taken by BANA as Administrative Agent occurring from and after the Effective Date. The indemnification and reimbursement provisions of the Facility Documents, including, without limitation Articles VIII and IX of the Receivables Loan Agreement, shall continue to be effective for the benefit of, and enforceable by, the Predecessor Administrative Agent and its sub-agents with respect to actions taken or omitted to be taken by any of them and other events and conditions occurring prior to the effectiveness of, or in accordance with, this Amendment (such provision, collectively, the Continuing Indemnities). As of the Effective Date, the Predecessor Administrative Agent as resigning Administrative Agent hereby confirms that it has not received notice of any pending or overtly threatened claims against it in such capacity or any of its sub-agents, or incurred any losses, obligations, fees, expenses or charges in connection therewith, and with respect to which it would be entitled to reimbursement or indemnity under the Continuing Indemnities.

 

 

 

 

[Signature Pages Follow]

 

 

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their respective authorized officers as of the date first above written.

 

HILTON GRAND VACATIONS TRUST I LLC,

as Borrower

 

 

By:

/s/ Charles R. Corbin

Name:

Charles R. Corbin

Title:

Executive Vice President, Chief Legal Officer, Chief Development Officer and Secretary

 

HILTON RESORTS CORPORATION,

as Seller

 

 

By:

/s/ Kelly Lodde

Name:

Kelly Lodde

Title:

Senior Vice President, Assistant Secretary

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

[Signature Page to Omnibus Amendment No. 11 to Receivables Loan Agreement and Amendment No. 5 to Sale and Contribution Agreement]

DB1/ 102789914.6

 

 


 

 

BANK OF AMERICA, N.A.

as Administrative Agent

 

 

By:

/s/ Carl W. Anderson

Name:

Carl W. Anderson

Title:

Managing Director

 

BANK OF AMERICA, N.A.

as a Committed Lender and a Managing Agent

 

 

By:

/s/ Carl W. Anderson

Name:

Carl W. Anderson

Title:

Managing Director

 

DEUTSCHE BANK AG, NEW YORK BRANCH

as a Committed Lender and a Managing Agent

 

 

By:

/s/ Kevin Tanzer

Name:

Kevin Tanzer

Title:

Managing Director

 

 

 

 

By:

/s/ Maureen Farley

Name:

Marleen Farley

Title:

Director

 

DEUTSCHE BANK SECURITIES, INC.

as Predecessor Administrative Agent

 

 

By:

/s/ Kevin Tanzer

Name:

Kevin Tanzer

Title:

Managing Director

 

 

 

 

By:

/s/ Maureen Farley

Name:

Marleen Farley

Title:

Director

 

BARCLAYS BANK PLC.

as a Committed Lender and a Managing Agent

 

 

By:

/s/ Chin-Yong Choe

Name:

Chin-Yong Choe

Title:

Director

[Signature Page to Omnibus Amendment No. 11 to Receivables Loan Agreement and Amendment No. 5 to Sale and Contribution Agreement]


 

 

SHEFFIELD RECEIVABLES COMPANY LLC,

as a Conduit Lender

 

 

By:

Barclays Bank PLC,

 

as attorney-in-fact

 

 

 

 

By:

/s/ Chin-Yong Choe

Name:

Chin-Yong Choe

Title:

Director

 

WELLS FARGO BANK, NATIONAL ASSOCIATION,

as a Committed Lender and a Managing Agent

 

 

By:

/s/ Leigh Poltrack

Name:

Leigh Poltrack

Title:

Vice President

 

SUNTRUST BANK,

as a Committed Lender and a Managing Agent

 

 

By:

/s/ Emily Shields

Name:

Emily Shields

Title:

First Vice President

 

 

 

 

[Signature Page to Omnibus Amendment No. 11 to Receivables Loan Agreement and Amendment No. 5 to Sale and Contribution Agreement]


 

Acknowledged and agreed:

 

GRAND VACATIONS SERVICES LLC,

as Servicer

 

 

By:

/s/ Charles R. Corbin

Name:

Charles R. Corbin

Title:

Executive Vice President, Chief Legal Officer, Chief Development Officer and Secretary

 

 

WELLS FARGO BANK, NATIONAL ASSOCIATION

as Paying Agent and Securities Intermediary

 

 

By:

/s/ Jennifer C. Westberg

Name:

Jennifer C. Westberg

Title:

Vice President

 

 

Acknowledged and Agreed:

 

 

WELLS FARGO BANK, NATIONAL ASSOCIATION

as Backup Servicer and Custodian

 

 

By:

/s/ Jennifer C. Westberg

Name:

Jennifer C. Westberg

Title:

Vice President

 

 

 

[Signature Page to Omnibus Amendment No. 11 to Receivables Loan Agreement and Amendment No. 5 to Sale and Contribution Agreement]


 

CONFORMED COPY

Amendment No. 1 dated as of July 25, 2013

Omnibus Amendment No. 2 dated as of October 25, 2013

Amendment No. 3 dated as of December 5, 2014

Omnibus Amendment No. 4 dated as of August 18, 2016

Amendment No. 5 dated as of October 4, 2016

Amendment No. 6 dated as of December 14, 2016

Amendment No. 7 dated as of April 19, 2017

Amendment No. 8 dated as of March 9, 2018

Amendment No. 9 dated as of May 14, 2018

Amendment No. 10 dated as of February 14, 2019

Amendment No. 11 dated as of April 25, 2019

 

 

 

 

 

 

 

 

 

RECEIVABLES LOAN AGREEMENT

 

Dated as of May 9, 2013 among

HILTON GRAND VACATIONS TRUST I LLC,

as Borrower

 

WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Paying Agent and Securities Intermediary

 

THE PERSONS FROM TIME TO TIME PARTY HERETO AS CONDUIT LENDERS,

 

THE FINANCIAL INSTITUTIONS FROM TIME TO TIME PARTY HERETO AS COMMITTED LENDERS,

 

THE FINANCIAL INSTITUTIONS FROM TIME TO TIME PARTY HERETO AS MANAGING AGENTS,

 

and

 

DEUTSCHE BANK SECURITIES, INCOF AMERICA, N.A.,

as Administrative Agent and as Structuring Agent

 

 

 

 

 

 

 

 

 

DBA1C/TI1V0E27216874320700.01v2.6ACTIVE 218420700

 

 


 

TABLE OF CONTENTS

 

ARTICLE I DEFINITIONS

 

      1

 

 

 

 

SECTION 1.01.

Certain Defined Terms

      1

 

SECTION 1.02.

Other Terms and Constructions

3538

 

SECTION 1.03.

Computation of Time Periods

3538

 

SECTION 1.04.

Acknowledgement and Consent to Bail-In of EEA Financial Institutions

3538

 

 

 

 

ARTICLE II AMOUNTS AND TERMS OF THE LOANS

3639

 

 

 

 

 

SECTION 2.01.

The Loans

3639

 

SECTION 2.02.

Borrowing Procedures

3740

 

SECTION 2.03.

Reductions and Increases to the Facility Limit

3943

 

SECTION 2.04.

Interest and Unused Fees

4043

 

SECTION 2.05.

Principal Payments Generally

4044

 

SECTION 2.06.

Application of Collections

4144

 

SECTION 2.07.

Extension of Commitment Termination Date

4346

 

SECTION 2.08.

Payments and Computations, Etc

4346

 

SECTION 2.09.

Interest Protection

4347

 

SECTION 2.10.

Increased Capital

4448

 

SECTION 2.11.

Funding Losses

4549

 

SECTION 2.12.

Taxes

4549

 

SECTION 2.13.

Security Interest

4852

 

SECTION 2.14.

Refinancings

4953

 

SECTION 2.15.

Release of Lien

5054

 

SECTION 2.16.

The Collection Account 50 and Hedge Reserve Account

    54

 

SECTION 2.17.

The Paying Agent

5357

 

SECTION 2.18.

Defaulting Committed Lenders

5761

 

SECTION 2.19.

Replacement of Lender Group

5762

 

SECTION 2.20.

LIBOR Replacement

    62

 

 

 

 

ARTICLE III CONDITIONS PRECEDENT

5863

 

 

 

SECTION 3.01.

Conditions Precedent to Effectiveness

5863

 

SECTION 3.02.

Conditions Precedent to All Borrowings

5863

 

. Conditions Precedent to All Borrowings ...................................................................

58

 

SECTION 3.03.

Conditions to Funding a Delayed Funding Amount

5965

 

 

 

 

ARTICLE IV REPRESENTATIONS AND WARRANTIES

6065

 

 

 

 

 

SECTION 4.01.

Representations and Warranties of the Borrower

6065

 

 

 

 

ARTICLE V COVENANTS

6469

 

 

 

SECTION 5.01.

Affirmative Covenants of the Borrower

6469

 

SECTION 5.02.

Reporting Requirements of the Borrower

6873

 

SECTION 5.03.

Covenants of the Borrower Relating to Hedging

6975

 

SECTION 5.04.

Negative Covenants of the Borrower

7177

 

SECTION 5.05.

Special Covenants Regarding Retention

7379

 

 

 

 

ARTICLE VI SERVICING

7480

 

 

 

 

 

SECTION 6.01.

Servicing Agreement

7480

 

 

 

 

ARTICLE VII EVENTS OF DEFAULT

7480

 

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SECTION 7.01.

Events of Default

7480

 

SECTION 7.02.

Right to Cure

7683

 

SECTION 7.03.

Remedies

7783

 

SECTION 7.04.

Appointment as Attorney in Fact

7884

 

SECTION 7.05.

Performance of Borrower’s Obligations

7985

 

SECTION 7.06.

Powers Coupled with an Interest

7985

 

 

 

 

ARTICLE VIII INDEMNIFICATION

7986

 

SECTION 8.01.

Indemnities by the Borrower

7986

 

SECTION 8.02.

Limited Liability of Parties

8187

 

 

 

 

ARTICLE IX THE AGENTS

8187

 

 

 

 

 

SECTION 9.01.

Authorization and Action

8187

 

SECTION 9.02.

Agents Reliance, Etc

8188

 

SECTION 9.03.

Agents and Affiliates

8288

 

SECTION 9.04.

Lender’s Loan Decision

8288

 

SECTION 9.05.

Delegation of Duties

8288

 

SECTION 9.06.

Indemnification

8288

 

SECTION 9.07.

Successor Agents

8389

 

 

 

 

ARTICLE X MISCELLANEOUS

8389

 

 

 

 

 

SECTION 10.01.

Amendments, Etc

8389

 

SECTION 10.02.

Notices, Etc

8490

 

SECTION 10.03.

Assignability

8490

 

SECTION 10.04.

Additional Lender Groups

8692

 

SECTION 10.05.

Consent to Jurisdiction

8793

 

SECTION 10.06.

WAIVER OF JURY TRIAL

8793

 

SECTION 10.07.

Right of Setoff

8793

 

SECTION 10.08.

Ratable Payments

8793

 

SECTION 10.09.

Limitation of Liability

8793

 

SECTION 10.10.

Costs, Expenses and Taxes

8894

 

SECTION 10.11.

No Proceedings

8995

 

SECTION 10.12.

Confidentiality

8995

 

SECTION 10.13.

No Waiver; Remedies

9096

 

SECTION 10.14.

GOVERNING LAW

9096

 

SECTION 10.15.

Execution in Counterparts

9096

 

SECTION 10.16.

Integration; Binding Effect; Survival of Termination

9096

 

 

 

 

 

 

 

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EXHIBITS AND SCHEDULES

 

EXHIBIT A-1

 

Form of Credit Policy

EXHIBIT A-2

 

Form of Collection Policy

EXHIBIT B

 

Form of Borrowing Request

EXHIBIT C

 

Form of Monthly Report

EXHIBIT D

 

List of Offices of Borrower where Records are Kept

EXHIBIT E

 

List of Accounts and Account Banks

EXHIBIT F

 

Form of Assignment and Acceptance

EXHIBIT G

 

Form of Joinder Agreement

EXHIBIT H

 

Form of Prepayment Notice

EXHIBIT I

 

Form of Refinancing Release

EXHIBIT J

 

Form of Global Assignment of Mortgages and Timeshare Loan Files

 

 

and Power of Attorney (Seller)

EXHIBIT K

 

Form of Global Assignment of Mortgages and Timeshare Loan Files

 

 

and Power of Attorney (Borrower)

EXHIBIT L

 

Form of Notice of Exclusive Control

 

 

 

SCHEDULE I

 

Representations and Warranties with respect to the Timeshare Loans

SCHEDULE II

 

Lender Groups

SCHEDULE III

 

Notice Addresses and Wiring Instructions

SCHEDULE IV

 

List of Closing Documents and Deliveries

SCHEDULE V

 

Resorts and Resort Associations

SCHEDULE VI

 

Hilton Mezzanine Loan Agreements

 

 

 

 

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RECEIVABLES LOAN AGREEMENT

 

This RECEIVABLES LOAN AGREEMENT dated as of May 9, 2013, is by and among HILTON GRAND VACATIONS TRUST I LLC, a Delaware limited liability company, as Borrower, WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as Paying Agent and Securities Intermediary, THE COMMERCIAL PAPER CONDUITS FROM TIME TO TIME PARTY HERETO, as Conduit Lenders, THE FINANCIAL INSTITUTIONS FROM TIME TO TIME PARTY HERETO, as Committed Lenders, THE FINANCIAL INSTITUTIONS FROM TIME TO TIME PARTY HERETO, as Managing Agents, and DEUTSCHE BANK SECURITIES, INCOF AMERICA, N.A., as Administrative Agent for the Conduit Lenders and the Committed Lenders.  Capitalized terms used herein shall have the meanings specified in Section 1.01.

 

PRELIMINARY STATEMENTS

 

WHEREAS, the Borrower may from time to time purchase Timeshare Loans and related assets from the Seller pursuant to the Sale and Contribution Agreement;

 

WHEREAS, to fund its purchases under the Sale and Contribution Agreement, the Borrower may from time to time request Loans from the Lenders on the terms and conditions of this Agreement;

 

WHEREAS, the Conduit Lenders may, in their sole discretion, make Loans so requested from time to time, and if a Conduit Lender in any Lender Group elects not to make any such Loan or if there is not a Conduit Lender in any Lender Group, the Committed Lenders in such Lender Group have agreed that they shall make such Loan, in each case subject to the terms and conditions of this Agreement;

 

NOW THEREFORE, in consideration of the premises, the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each party agrees as follows:

 

ARTICLE I

DEFINITIONS

 

SECTION 1.01. Certain Defined Terms. As used in this Agreement, the following terms shall have the following meanings (and capitalized terms used but not defined herein which are defined in any other Facility Document shall have the respective meanings given to such terms in such other Facility Document):

 

Absence of Recorded Mortgage means, with respect to a Timeshare Loan, that the related Timeshare Loan File contains evidence of the type specified in clause (b)(ii), but not clause (b)(i), of the definition of Timeshare Loan File.

 

Account Banks means, collectively, the Clearing Account Bank and, the Collection

Account Bank and the Hedge Reserve Account Bank.

 

Account Collateral means the Collection Account, the Hedge Reserve Account and the Clearing Account, including, (i) all certificates and instruments, if any, from time to time representing or evidencing any of such accounts or any funds held therein, (ii) all investment property and other financial assets or proceeds thereof held in, or acquired with funds from, such accounts and all certificates and instruments from time to time representing or evidencing such investment property and financial assets, (iii) all notes, certificates of deposit and other instruments from time to time hereafter delivered or transferred to, or otherwise possessed by, the Administrative Agent in substitution for any of the then existing accounts and (iv) all interest, dividends, cash, instruments, financial assets, investment property and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing.

 

 


 

Account Number means, with respect to a Timeshare Loan, an alphanumeric designation of such Timeshare Loan that, among all timeshare loans serviced by the Servicer, is unique to such Timeshare Loan.

 

Accounts means, collectively, the Clearing Account, the Collection Account, the Hedge Reserve Account and the Unidentified Receipts Account.

 

Additional  Timeshare  Loan means any Eligible Timeshare Loan (including any Qualified Substitute Timeshare Loan) Transferred by the Seller to the Borrower on a Transfer Date.

 

Adjusted LIBO Rate means, on any day, (a) for any Lender in the Lender Group for which BANA is the Managing Agent, the applicable LIBO Rate in effect on such day for such Lender or

(b) for any other Lender, an interest rate per annum obtained by dividing (i) the applicable LIBO Rate in

effect on such day for such Lender by (ii) a percentage equal to 100% minus the LIBO Rate Reserve Percentage for such day.

 

Administrative Agent means DBSIBANA, in its capacity as agent for the Lenders, together with its successors and permitted assigns.

 

Adverse Claimmeans a Lien other than any Permitted Lien.

 

Affected Party means any Lender, DBSIBANA, individually and in its capacity as Administrative Agent, any Managing Agent, any Liquidity Provider and, with respect to each of the foregoing, the parent company or holding company that controls such Person.

 

Affiliate means, with respect to any Person, any other Person which, directly or indirectly, controls, is controlled by, or is under common control with, such Person. For purposes of this definition, “control (together with the correlative meanings of controlled by and “under common control with) means possession, directly or indirectly, of the power (a) to vote 10% or more of the securities (on a fully diluted basis) having ordinary voting power for the directors or managing general partners (or their equivalent) of such Person, or (b) to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by contract, or otherwise.

 

Aggregate Commitment means, on any date of determination, the sum of the Commitments then in effect.

 

Aggregate Loan Principal Balance means, at any time, the aggregate outstanding Principal Amount of all Loans.

 

Agreementmeans this Receivables Loan Agreement.

 

Alternative Rate means, with respect to a Loan on any day, an interest rate per annum equal to the sum of (a) the Used Fee Rate, plus (b) the Adjusted LIBO Rate for such day; provided, however, that if a LIBOR Disruption Event is continuing on such day, the Alternative Rate shall be an interest rate per annum equal to the Prime Rate in effect on such day.

 

 

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Amendment No. 4 Effective Datemeans August 18, 2016.

 

Amortization Date means the earliest to occur of (i) the Commitment Termination Date, (ii) the declaration or automatic occurrence of the Amortization Date pursuant to Section 7.03 and (iii) that Business Day which the Borrower designates as the Amortization Date by notice to the Administrative Agent at least five (5) Business Days prior to such Business Day.

 

Applicable Cross Default Amount means, on any date of determination, $50,000,000; provided, however, that if the Seller enters into the Seller Credit Agreement, on and after the Seller Credit Agreement Effective Date, the Applicable Cross Default Amount shall be the dollar threshold set forth in the Seller Credit Agreement above which a failure on the part of the Seller to pay Indebtedness or the acceleration of Indebtedness of the Seller would constitute an event of default thereunder.

 

Applicable   Judgment   Default   Amount”   means,   on   any   date   of   determination, $25,000,000; provided, however, that if the Seller enters into the Seller Credit Agreement, on and after the Seller Credit Agreement Effective Date, the Applicable Judgment Default Amount shall be the dollar threshold set forth in the Seller Credit Agreement above which a failure to pay, discharge or stay a judgment against the Seller would constitute an event of default thereunder.

 

Applicable Measurement Date means, with respect to a date of determination during an Interest Period, the close of business on th