Hilton Grand Vacations Management, LLC Sample Contracts

SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF HRC Islander LLC
Limited Liability Company Agreement • October 27th, 2017 • Hilton Grand Vacations Management, LLC • Hotels, rooming houses, camps & other lodging places • Delaware

This Second Amended and Restated Limited Liability Company Agreement (this “Agreement”) of HRC Islander LLC, a Delaware limited liability company (the “Company”), is entered into as of October 25, 2013, by Hilton Resorts Corporation, a Delaware corporation (the “Managing Member”) (together with each other person admitted to the Company in accordance with the terms of this Agreement, until such time as such person ceases to be a member of the Company, individually, a “Member” and collectively, the “Members”).

LIMITED LIABILITY COMPANY AGREEMENT OF HILTON GRAND VACATIONS PARENT LLC
Limited Liability Company Agreement • October 27th, 2017 • Hilton Grand Vacations Management, LLC • Hotels, rooming houses, camps & other lodging places • Delaware

This Limited Liability Company Agreement (this “Agreement”) of Hilton Grand Vacations Parent LLC, a Delaware limited liability company (the “Company”), is entered into as of October 4, 2016, by Hilton Grand Vacations Inc., a Delaware corporation (in such person’s capacity as the managing member of the Company, the “Managing Member”) (together with each other person admitted to the Company as a member of the Company in accordance with the terms of this Agreement, until such time as such person ceases to be a member of the Company, individually, a “Member” and collectively, the “Members”). The Members hereby agree as follows:

SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of GRAND VACATIONS TITLE, LLC a Delaware limited-liability company (the “Company”)
Limited Liability • October 27th, 2017 • Hilton Grand Vacations Management, LLC • Hotels, rooming houses, camps & other lodging places

THIS SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (the “Agreement”) is made effective as of October 26, 2013 by GRAND VACATIONS REALTY, LLC, a Delaware limited liability company (the “Sole Member”), and each individual or business entity later subsequently admitted to the Company. These individuals and/or business entities shall be known as and referred to as “Members” and individually as a “Member.”

LIMITED LIABILITY COMPANY AGREEMENT of GRAND VACATIONS SERVICES LLC
Limited Liability Company Agreement • October 27th, 2017 • Hilton Grand Vacations Management, LLC • Hotels, rooming houses, camps & other lodging places • Delaware

This Limited Liability Company Agreement of Grand Vacations Services LLC (the “Company”), dated as of February 25, 2011 (this “Agreement”) is made by Hilton Resorts Corporation, as the sole member (the “Member”) of the Company. The Member hereby forms the Company pursuant to the provisions of the Delaware Limited Liability Company Act, 6 Del. C. §§ 18-101 et seq. (the “Act”) and hereby agrees as follows:

HILTON GRAND VACATIONS BORROWER LLC HILTON GRAND VACATIONS BORROWER INC. $300,000,000 6.125% Senior Notes due 2024 REGISTRATION RIGHTS AGREEMENT dated November 29, 2016
Registration Rights Agreement • October 27th, 2017 • Hilton Grand Vacations Management, LLC • Hotels, rooming houses, camps & other lodging places • New York

This Registration Rights Agreement (this “Agreement”) is dated as of November 29, 2016, and is entered into by and among Hilton Grand Vacations Borrower LLC, a Delaware limited liability company (the “Issuer”), Hilton Grand Vacations Borrower Inc., a Delaware corporation (the “Co-Issuer” and, together with the Issuer, the “Issuers”), each an indirect wholly-owned subsidiary of Hilton Grand Vacations Inc., a Delaware corporation (the “Parent”), the Parent, the Subsidiary Guarantors (as defined below), and Goldman, Sachs & Co., as representative (the “Representative”) of the several initial purchasers named on Annex A to the Purchase Agreement referenced below (collectively, the “Initial Purchasers”).

LIMITED LIABILITY COMPANY AGREEMENT OF HILTON TRAVEL, LLC
Limited Liability Company Agreement • October 27th, 2017 • Hilton Grand Vacations Management, LLC • Hotels, rooming houses, camps & other lodging places • Delaware

This Limited Liability Company Agreement of Hilton Travel, LLC (the “Company”), dated as of February 11, 2016, (this “Agreement”) is made by Hilton Resorts Corporation, a Delaware corporation, as the sole member (the “Member”) of the Company. The Company was formed as a limited liability company under and pursuant to the provisions of the Delaware Limited Liability Company Act, 6 Del. C. §§ 18-101 et seq. (the “Act”) pursuant to the filing of the Certificate of Formation of the Company filed with the Secretary of State of the State of Delaware on February 5, 2016 (as amended or amended and restated from time to time, the “Certificate of Formation”).

SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of HILTON GRAND VACATIONS CLUB, LLC a Delaware limited-liability company (the “Company”)
Limited Liability Company Agreement • October 27th, 2017 • Hilton Grand Vacations Management, LLC • Hotels, rooming houses, camps & other lodging places

THIS SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (the “Agreement”) is made effective as of October 26, 2013 by HILTON RESORTS CORPORATION, a Delaware corporation (“Sole Member”), and each individual or business entity later subsequently admitted to the Company. These individuals and/or business entities shall be known as and referred to as “Members” and individually as a “Member.”

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF Hilton Grand Vacations Financing, LLC
Limited Liability Company Agreement • October 27th, 2017 • Hilton Grand Vacations Management, LLC • Hotels, rooming houses, camps & other lodging places • Delaware

This Amended and Restated Limited Liability Company Agreement (this “Agreement”) of Hilton Grand Vacations Financing, LLC, a Delaware limited liability company (the “Company”), is entered into as of October 25, 2013, by Hilton Grand Vacations Management, LLC, a Nevada limited liability company, and Hilton Resorts Corporation, a Delaware corporation (together, the “Managing Members”) (together with each other person admitted to the Company in accordance with the terms of this Agreement, until such time as such person ceases to be a member of the Company, individually, a “Member” and collectively, the “Members”).

SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF HILTON KINGSLAND 1, LLC
Limited Liability Company Agreement • October 27th, 2017 • Hilton Grand Vacations Management, LLC • Hotels, rooming houses, camps & other lodging places • Delaware

This Second Amended and Restated Limited Liability Company Agreement (this “Agreement”) of Hilton Kingsland 1, LLC, a Delaware limited liability company (the “Company”), is dated as of October 25, 2017 and effective as of October 24, 2016, by Hilton Resorts Corporation, a Delaware corporation (“HRC”), as the sole member (HRC and each other person admitted to the Company in accordance with the terms of this Agreement, until such time as such person ceases to be a member of the Company, individually, a “Member” and collectively, the “Members”).