0001193125-14-339259 Sample Contracts

DTWC Spokane City Center SPE, LLCAMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF HLT ESP Franchise LLC (September 11th, 2014)

This Amended and Restated Limited Liability Company Agreement (this “Agreement”) of HLT ESP Franchise LLC, a Delaware limited liability company (the “Company”), is entered into as of October 25, 2013, by Hilton Franchise Holding LLC, a Delaware limited liability company (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”).

DTWC Spokane City Center SPE, LLCLIMITED LIABILITY COMPANY AGREEMENT OF HLT OWNED II HOLDING LLC (September 11th, 2014)

This Limited Liability Company Agreement (this “Agreement”) of HLT Owned II Holding LLC, a Delaware limited liability company, is entered into as of October 10, 2007, by Hilton Illinois Corp., a Nevada corporation (“Hilton Illinois Corp.”), as the sole member Hilton Illinois Corp. 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”).

DTWC Spokane City Center SPE, LLCSECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of Grand Vacations Realty, LLC a Delaware limited-liability company (the “Company”) (September 11th, 2014)

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 (the “Sole Member”), and each individual or business entity later subsequently admitted to the Company. These individuals and/or business entities shall be known and referred to as “Members” and individually as “Member”.

DTWC Spokane City Center SPE, LLCLIMITED LIABILITY COMPANY AGREEMENT OF HILTON INNS LLC (September 11th, 2014)

This Limited Liability Company Agreement (this “Agreement”) of Hilton Inns LLC, a Delaware limited liability company (the “Company”), is entered into as of October 24, 2007, by 90210 LLC (“90210”)’ as the sole member (90210 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”).

DTWC Spokane City Center SPE, LLCAMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF HLT Lifestyle Manage LLC (September 11th, 2014)

This Amended and Restated Limited Liability Company Agreement (this “Agreement”) of HLT Lifestyle Manage LLC, a Delaware limited liability company (the “Company”), is entered into as of October 25, 2013, by HLT Manage-Franchise Holding LLC, a Delaware limited liability company (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”).

DTWC Spokane City Center SPE, LLCLIMITED LIABILITY COMPANY AGREEMENT OF HILTON ILLINOIS HOLDINGS LLC (September 11th, 2014)

This Limited Liability Company Agreement (this “Agreement”) of Hilton Illinois Holdings LLC, a Delaware limited liability company (the “Company”), is entered into as of October 24, 2007, by Hilton Holdings, LLC, a Nevada limited liability company (“Hilton”), as the sole member (Hilton 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”).

DTWC Spokane City Center SPE, LLCLIMITED LIABILITY COMPANY AGREEMENT OF PROMUS HOTELS PARENT LLC (September 11th, 2014)

This Limited Liability Company Agreement (this “Agreement”) of Promus Hotels Parent LLC, a Delaware limited liability company (the “Company”), is entered into as of October 24, 2007, by Hilton Hotels Corporation (“HHC”), as the sole member (HHC 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”).

DTWC Spokane City Center SPE, LLCSECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of GRAND VACATIONS TITLE, LLC a Delaware limited-liability company (the “Company”) (September 11th, 2014)

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.”

DTWC Spokane City Center SPE, LLCSECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF Homewood Suites Franchise LLC (September 11th, 2014)

This Second Amended and Restated Limited Liability Company Agreement (this “Agreement”) of Homewood Suites Franchise LLC, a Delaware limited liability company (the “Company”), is entered into as of October 25, 2013, by Hilton Franchise Holding LLC, a Delaware limited liability company (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”).

DTWC Spokane City Center SPE, LLCOPERATING AGREEMENT OF 90210 GRAND WAILEA MANAGEMENT CO., LLC (September 11th, 2014)

This Limited Liability Company Operating Agreement is made as of February 1, 2006 by 90210 Management Company, LLC (the “Member”) to serve as the Limited Liability Company Operating Agreement under the Act (hereinafter defined) from and after the date hereof for the limited liability company specified herein, and shall replace and supersede any prior limited liability company or operating agreement for such company.

DTWC Spokane City Center SPE, LLCSECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF HLT Palmer LLC (September 11th, 2014)

This Second Amended and Restated Limited Liability Company Agreement (this “Agreement”) of HLT Palmer LLC, a Delaware limited liability company (the “Company”), is entered into as of October 25, 2013, by HLT Owned II-A Borrower LLC, a Delaware limited liability company (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”).

DTWC Spokane City Center SPE, LLCSECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF Conrad Management LLC (September 11th, 2014)

This Second Amended and Restated Limited Liability Company Agreement (this “Agreement”) of Conrad Management LLC, a Delaware limited liability company (the “Company”), is entered into as of October 25, 2013, by HLT Manage-Franchise Holding LLC, a Delaware limited liability company (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”).

DTWC Spokane City Center SPE, LLCLIMITED LIABILITY COMPANY AGREEMENT OF DOUBLETREE LLC (September 11th, 2014)

This Limited Liability Company Agreement (this “Agreement”) of Doubletree LLC, a Delaware limited liability company (the “Company”), is entered into as of October 24, 2007, by Promus Hotels Parent LLC (“Promus”), as the sole member (Promus 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”).

DTWC Spokane City Center SPE, LLCAMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF Hilton OPB, LLC (September 11th, 2014)

This Amended and Restated Limited Liability Company Agreement (this “Agreement”) of Hilton OPB, LLC, a Delaware limited liability company (the “Company”), is entered into as of October 25, 2013, by Hilton Worldwide, Inc. (formerly known as Hilton Hotels 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”).

DTWC Spokane City Center SPE, LLCSECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF HLT Domestic Owner LLC (September 11th, 2014)

This Second Amended and Restated Limited Liability Company Agreement (this “Agreement”) of HLT Domestic Owner LLC, a Delaware limited liability company (the “Company”), is entered into as of October 25, 2013, by HLT Owned Mezz III-A LLC, a Delaware limited liability company (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”).

DTWC Spokane City Center SPE, LLCAMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF Andiamo’s O’Hare, LLC (September 11th, 2014)

This Amended and Restated Limited Liability Company Agreement (this “Agreement”) of Andiamo’s O’Hare, LLC, a Delaware limited liability company (the “Company”), is entered into as of October 25, 2013, by Hilton Illinois Corp., a Nevada 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”).

DTWC Spokane City Center SPE, LLCSECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT for HILTON GRAND VACATIONS MANAGEMENT, LLC a Nevada limited-liability company (the “Company”) (September 11th, 2014)

THIS SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) is made effective as of October 26, 2013 by HILTON RESORTS CORPORATION, a Delaware corporation (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.”

DTWC Spokane City Center SPE, LLCLIMITED LIABILITY COMPANY AGREEMENT OF COMPRIS HOTEL LLC (September 11th, 2014)

This Limited Liability Company Agreement (this Agreement”) of Compris Hotel LLC, a Delaware limited liability company (the “Company”), is entered into as of October 24, 2007, by Doubletree Hotel Systems LLC, an Arizona limited liability company (“Doubletree”), as the sole member (Doubletree 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”).

DTWC Spokane City Center SPE, LLCLIMITED LIABILITY COMPANY AGREEMENT OF 90210 Management Company, LLC (September 11th, 2014)

This Limited Liability Company Agreement (this “Agreement”) of 90210 Management Company, LLC is entered into by the sole Member (as defined below) of the Company (as defined below).

DTWC Spokane City Center SPE, LLCAMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF Conrad International Manage (CIS) LLC (September 11th, 2014)

This Amended and Restated Limited Liability Company Agreement (this “Agreement”) of Conrad International Manage (CIS) LLC, a Delaware limited liability company (the “Company”), is entered into as of October 25, 2013, by HLT Conrad International Manage LLC, a Delaware limited liability company (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”).

DTWC Spokane City Center SPE, LLCSECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF Hilton Garden Inns Franchise LLC (September 11th, 2014)

This Second Amended and Restated Limited Liability Company Agreement (this “Agreement”) of Hilton Garden Inns Franchise LLC, a Delaware limited liability company (the “Company”), is entered into as of October 25, 2013, by Hilton Franchise Holding LLC, a Delaware limited liability company (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”).

DTWC Spokane City Center SPE, LLCOPERATING AGREEMENT OF DTM SANTA CLARA LLC, an Arizona limited liability company (September 11th, 2014)

This Operating Agreement (this “Agreement”) of DTM Santa Clara LLC, an Arizona limited liability company (the “Company”), dated as of October 24, 2007, is entered into by DT Management LLC, an Arizona limited liability company (“Doubletree”), as the sole member, to govern the affairs of the Company and the conduct of its business.

DTWC Spokane City Center SPE, LLCLIMITED LIABILITY COMPANY AGREEMENT OF SUITE LIFE LLC (September 11th, 2014)

This Limited Liability Company Agreement of Suite Life LLC (the “Company”), dated as of July 22, 2014 (this “Agreement”) is made by EJP LLC, a Delaware limited liability company, as the sole member (the “Member”) of the Company.

DTWC Spokane City Center SPE, LLCSECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF Waldorf Astoria Franchise LLC (September 11th, 2014)

This Second Amended and Restated Limited Liability Company Agreement (this “Agreement”) of Waldorf Astoria Franchise LLC, a Delaware limited liability company (the “Company”), is entered into as of October 25, 2013, by Hilton Franchise Holding LLC, a Delaware limited liability company (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”).

DTWC Spokane City Center SPE, LLCAMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF Hilton Energy Investments, LLC (September 11th, 2014)

This Amended and Restated Limited Liability Company Agreement (this “Agreement”) of Hilton Energy Investments, LLC, a Delaware limited liability company (the “Company”), is entered into as of October 25, 2013, by Hilton Worldwide, Inc., 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”).

DTWC Spokane City Center SPE, LLCLIMITED LIABILITY COMPANY AGREEMENT OF Hilton Chicago Beverage I LLC (September 11th, 2014)

This Limited Liability Company Agreement (this “Agreement”) of Hilton Chicago Beverage I LLC, a Delaware limited liability company (the “Company”), is entered into as of October 25, 2013, by Hilton Worldwide, Inc., 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”).

DTWC Spokane City Center SPE, LLCSECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF Hilton Franchise Holding LLC (September 11th, 2014)

This Second Amended and Restated Limited Liability Company Agreement (this “Agreement”) of Hilton Franchise Holding LLC, a Delaware limited liability company (the “Company”), is entered into as of October 25, 2013, by HLT Manage-Franchise Holding LLC, a Delaware limited liability company (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”).

DTWC Spokane City Center SPE, LLCSECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Of OF HILTON GRAND VACATIONS COMPANY, LLC a Delaware limited-liability company (the “Company”) (September 11th, 2014)

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 (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.”

DTWC Spokane City Center SPE, LLCAMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF HLT ESP International Franchise LLC (September 11th, 2014)

This Amended and Restated Limited Liability Company Agreement (this “Agreement”) of HLT ESP International Franchise LLC, a Delaware limited liability company (the “Company”), is entered into as of October 25, 2013, by HLT Franchise III Borrower LLC, a Delaware limited liability company (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”).

DTWC Spokane City Center SPE, LLCAMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF HILTON KINGSLAND 1, LLC (September 11th, 2014)

This Amended and Restated Limited Liability Company Agreement (this “Agreement”) of Hilton Kingsland 1, LLC, a Delaware limited liability company (the “Company”), is entered into as of October 24, 2007, by HLT Timeshare Borrower II LLC, a Delaware limited liability company (“Timeshare II”), as the sole member (Timeshare II 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”).

DTWC Spokane City Center SPE, LLCLIMITED LIABILITY COMPANY OPERATING AGREEMENT for TRADER VIC’S PALMER HOUSE, LLC a Delaware limited-liability company (September 11th, 2014)

THIS LIMITED LIABILITY COMPANY OPERATING AGREEMENT (the “Agreement”) is made and entered into this 14th day of May, 2003 by Hilton Illinois Corp., a Nevada corporation, and each individual or business entity 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.”

DTWC Spokane City Center SPE, LLCOPERATING AGREEMENT OF HILTON ILLINOIS, LLC (September 11th, 2014)
DTWC Spokane City Center SPE, LLCAMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF International Rivercenter Lessee, L.L.C. (September 11th, 2014)

This Amended and Restated Limited Liability Company Agreement (this “Agreement”) of International Rivercenter Lessee, L.L.C., a Louisiana limited liability company (the “Company”), is entered into as of October 25, 2013, by HLT JV Acquisition LLC, a Delaware limited liability company, and Hilton New Orleans, LLC, a Delaware limited liability company (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”).

DTWC Spokane City Center SPE, LLCLIMITED LIABILITY COMPANY AGREEMENT OF CONRAD INTERNATIONAL (BELGIUM) LLC (September 11th, 2014)

This Limited Liability Company Agreement (this “Agreement”) of Conrad International (Belgium) LLC, a Nevada limited liability company, is entered into as of October 19, 2007, by Conrad International Corporation, a Nevada corporation (“Conrad”), as the sole member (Conrad 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”).

DTWC Spokane City Center SPE, LLCSECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF HLT O’Hare LLC (September 11th, 2014)

This Second Amended and Restated Limited Liability Company Agreement (this “Agreement”) of HLT O’Hare LLC, a Delaware limited liability company (the “Company”), is entered into as of October 25, 2013, by HLT Owned Mezz II-A LLC, a Delaware limited liability company (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”).