As filed with the Securities and Exchange Commission on May 8, 2019June 23, 2020

RegistrationNo. 333-            

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

Form S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Marriott Ownership Resorts, Inc.

and

ILG, LLC

(Exact name of registrantsregistrant as specified in their charters)its charter)

Marriott Vacations Worldwide Corporation*

(Exact name of registrant guarantor as specified in its charter)

6649 Westwood Blvd.

Orlando, FL 32821

(407) 206-6000

(Address, including zip code, and telephone number, including area code, of registrants’ and registrant guarantors’ principal executive offices)

James H Hunter, IV

Executive Vice President and General Counsel

Marriott Vacations Worldwide Corporation

6649 Westwood Blvd.

Orlando, FL 32821

(407) 206-6000

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Richard B. Aftanas, Esq.

DavidAslam A. Curtiss,Rawoof, Esq.

Kirkland & Ellis LLP

601 Lexington Avenue

New York, New York 10022-4611

(212)446-4800

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.

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.  ☐

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.  ☐

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.  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, or a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer” andfiler,” “smaller reporting company,” and “emerging growth company” in Rule12b-2 of the Exchange Act. (Check one):

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☐

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

Exchange Act Rule13e-4(i) (Cross-Border Issuer Tender Offer)  ☐

Exchange Act Rule14d-1(d) (Cross-Border Third-Party Tender Offer)  ☐

CALCULATION OF REGISTRATION FEE

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

TABLE OF ADDITIONAL REGISTRANT GUARANTORS

The following subsidiaries of Marriott Vacations Worldwide Corporation will guarantee the Notes issued hereunder and are additional Registrant Guarantors under this registration statement. The address, including zip code, and telephone number, including area code, for each of the additional Registrant Guarantors is c/o Marriott Vacations Worldwide Corporation, 6649 Westwood Blvd., Orlando, FL 32821, (407)206-6000.

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 it is not soliciting an offer to buy these securities in any state where such offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED MAY 8, 2019JUNE 23, 2020

PROSPECTUS

$838,165,000350,000,000

Marriott Ownership Resorts, Inc.

Offer to Exchange

New 4.750% Senior Notes due 2028 for any and all outstanding 4.750% Senior Notes due 2028

Marriott Ownership Resorts, Inc. and

ILG, LLC

Offer to Exchange

New 5.625% Senior Notes due 2023 for any and all outstanding 5.625% Senior Notes due 2023

New 6.500% Senior Notes due 2026 for any and all outstanding 6.500% Senior Notes due 2026

Marriott Ownership Resorts, Inc. (“MORI”) and ILG, LLC (“ILG” and, together with MORI, the “Issuers”(the “Issuer”) hereby offeroffers to exchange:

The Exchange Offers expireOffer expires at 5:00 p.m., New York City time, on                 , 2019,2020, unless extended (the “expiration date”).

No public market currently exists for the Original Notes or the New Notes. We do not intend to list the New Notes on any securities exchange or to seek approval for quotation through any automated quotation system.

The Exchange Offers areOffer is only being made for those Original Notes that were issued pursuant to Rule 144A and Regulation S promulgated under the Securities Act and which are identified by CUSIP Nos. 57164P AA4, U57149 AA1, 57164P AC057164PAD8 and U57149 AB9.U57149AC7, respectively. The terms of the New Notes are identical in all material respects to those of the Original Notes, except for certain transfer restrictions and registration rights relating to the Original Notes. The New 2023 Notes will be issued pursuant to, and entitled to the benefits of the indenture, dated as of September 4, 2018,October 1, 2019, by and among the Issuers,Issuer, Marriott Vacations Worldwide Corporation (the “Parent Guarantor” or “MVW”), the other guarantors party thereto (the “Subsidiary Guarantors” and, together with the Parent Guarantor, the “Guarantors”) and HSBC Bank USA, National Association, as trustee. The New 2026 Notes will be issued pursuant to, and entitled to the benefits of the indenture, dated as of August 23, 2018, by and among the Issuers, the Parent Guarantor, the Subsidiary Guarantors and The Bank of New York Mellon Trust Company, N.A., as trustee.trustee (the “Indenture”). Each of the Guarantors will unconditionally guarantee the New Notes on a senior unsecured basis.

You should carefully consider therisk factors beginning on page 119 of this prospectus before deciding whether or not to participate in the Exchange Offers.Offer.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is                , 2019.2020.

TABLE OF CONTENTS

i

INCORPORATION BY REFERENCE; ADDITIONAL INFORMATION

Marriott Vacations Worldwide Corporation, a Delaware corporation and the indirect parent of each of the Issuers (“MVW”),Issuer, files annual, quarterly and special reports and other information with the Securities and Exchange Commission (the “SEC”). We are incorporating by reference certain information of the Parent Guarantor and of ILG filed with the SEC, which means that we disclose important information to you by referring you to those documents. The information incorporated by reference is an important part of this prospectus, and information that we file later with the SEC will automatically update and supersede this information. Specifically, we incorporate by reference the documents listed below and any future filings of the Parent Guarantor made with the SEC under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), prior to the termination of the Exchange Offers,Offer, in each case excluding any information furnished but not filed:

The information in the above filings speaks only as of the respective dates thereof or, where applicable, the dates identified therein. You may read and copy any document we file with the SEC at the SEC’s public reference room at 450 Fifth Street, N.W., Washington, D.C., as well as the SEC’s regional offices. Please call the SEC at1-800-SEC-0330 for further information relating to the public reference room. These SEC filings are also available to the public at the SEC’s website at www.sec.gov. In addition, our filings with the SEC, including our annual reports on FormForm 10-K, quarterly reports on FormForm 10-Q, current reports on Form8-K and amendments to those reports, are available free of charge on our website (http://ir.marriottvacationsworldwide.com) as soon as reasonably practicable after they are filed with, or furnished to, the SEC. Our website and the information contained on that site, or connected to that site, are not incorporated into and are not a part of this prospectus. You may also obtain a copy of these filings at no cost by writing or telephoning us at the following address:

Corporate Secretary

Marriott Vacations Worldwide Corporation

6649 Westwood Blvd.

Orlando, FL 32821

Attention: Investor Relations

Telephone: (407)206-6149206-6000

In order to ensure timely delivery, Holders must request the information from us no later than five business days prior to the expiration date.

In reliance on RuleRule 12h-5 under the Exchange Act, neither of the Issuers intendsIssuer does not intend to file annual reports, quarterly reports, current reports or transition reports with the SEC. For so long as the Issuers relyIssuer relies on RuleRule 12h-5, certain financial information pertaining to the IssuersIssuer will be included in the financial statements of MVW filed with the SEC pursuant to the Exchange Act.

ii

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 OF THIS PROSPECTUS OR THE DATE OF SUCH INCORPORATED DOCUMENT AND THE MAILING OF THIS PROSPECTUS SHALL NOT CREATE AN IMPLICATION TO THE CONTRARY.

iii

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

We make forward-looking statements throughout this prospectus and in the documents incorporated by reference herein, including in, among others, the sections entitled “Risk Factors” in this prospectus and in our annual and quarterly reports incorporated by reference herein and in the sections entitled “Business” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” based on our management’s beliefs and assumptions and on information currently available to our management. Forward-looking statements include, among other things, the information concerning our possible or assumed future results of operations, business strategies, financing plans, competitive position, potential growth opportunities, potential operating performance improvements, and the effects of competition. Forward-looking statements include all statements that are not historical facts and can be identified by the use of forward-looking terminology such as the words “believe,” “expect,” “plan,” “intend,” “anticipate,” “estimate,” “predict,” “potential,” “continue,” “may,” “might,” “should,” “could” or the negative of these terms or similar expressions.

Forward-looking statements involve risks, uncertainties and assumptions. Actual results may differ materially from those expressed in these forward-looking statements. You should not put undue reliance on any forward-looking statements in this prospectus or in the documents incorporated by reference herein. We do not have any intention or obligation to update forward-looking statements after the date of this prospectus, except as required by law.

The risk factors discussed in “Risk Factors” in this prospectus and in the documents incorporated by reference herein could cause our results to differ materially from those expressed in forward-looking statements. There may be other risks and uncertainties that we cannot predict at this time or that we currently do not expect will have a material adverse effect on our financial position, results of operations or cash flows. Any such risks could cause our results to differ materially from those we express in forward-looking statements.

PRESENTATION OF FINANCIAL AND OTHER INFORMATION

Financial Reporting Cycle

Beginning with theour 2017 fiscal year, MVWwe changed our financial reporting cycle to a calendaryear-end andend-of-month quarterly reporting cycle. Accordingly, our 2017 fiscal year began on December 31, 2016 (the day after the end of the 2016 fiscal year) and ended on December 31, 2017. TheOur 2018, 2019 and 2020 fiscal yearyears began, on January 1, 2018 and ended on December 31, 2018 and MVW’s future fiscal years will likewise begin, on January 1 and end on December 31. Prior to the 2017 fiscal year, MVW’sour fiscal year was a 52 or53-week fiscal year that ended on the Friday nearest to December 31.31, and our quarterly reporting cycle included twelve-week periods for the first, second and third quarters and a16-week period (or in some cases, a17-week period) for the fourth quarter. As a result of the change in our financial reporting cycle, MVW’s 2018 fiscal year had one less day of activity than our 2017 fiscal year and onehad two more daydays of activity than each of ourits 2016 2015 and 20142015 fiscal years.

Accounting Treatment

The Combination Transactions (as defined herein) were accounted for under the acquisition method We have not restated, and do not plan to restate, our historical results included or incorporated by reference herein as a result of accounting for business combinations in accordance with U.S. generally accepted accounting principles (“GAAP”). This means that MVW allocated the purchase price to the fair value of ILG’s tangible and intangible assets and liabilities at the acquisition date, with the excess purchase price being recorded as goodwill.such change.

iv

consolidated financial statements included in MVW’sour Current Report on Form8-K filed with the SEC on June 5, 2018, which is not incorporated by reference in this prospectus. The selected historical financial data included in the table below for the fiscal year ended January 2, 2015 is derived from MVW’s audited consolidated financial statements for such year, which have not been incorporated by reference into this prospectus and have not been restated for the retrospective adoption of ASC 606.

TRADEMARKS

All brand names, trademarks, service marks and trade names cited in this prospectus are the property of their respective owners, including those of other companies and organizations. Solely for convenience, trademarks, trade names and service marks referred to in this prospectus may appear without the^® or TM symbols, howeversymbols. However, such references are not intended to indicate in any way that MVW or the owner, as applicable, will not assert, to the fullest extent under applicable law, all rights to such brand names, trademarks, trade names and service marks. Brand names, trademarks, service marks and trade names that we own or license from Marriott International, Inc. (“Marriott International”) or its affiliates include Marriott Vacation Club^®, Marriott Vacation Club Destinations^™, Marriott Vacation Club Pulse^SM, Marriott Grand Residence Club^®, Grand Residences by Marriott^®, The Ritz-Carlton Destination Club^®, Westin^® and, Sheraton^® and, to a limited extent, St. Regis^®and The Luxury Collection. AMarriott International’s affiliates include Starwood Hotels and Resorts Worldwide, Inc. (“Starwood”) and The Ritz-Carlton Hotel Company, L.L.C. (“The Ritz-Carlton Hotel Company”). We also refer to Marriott International’s Marriott Bonvoy^® customer loyalty program, which replaced the Marriott Rewards^®, Starwood Preferred Guest^® or SPG^®, and The Ritz-Carlton Rewards^® customer loyalty programs, as “Marriott Bonvoy.” We refer to our group of our businesses useusing the Hyatt^® brand in the vacation ownership business pursuant to an exclusive, global master license agreement with a subsidiary of Hyatt Hotels Corporation (“Hyatt”). as the “Hyatt Vacation Ownership” business. We also refer to Hyatt’s World of Hyatt^® customer loyalty program as “World of Hyatt.”

v

CERTAIN DEFINITIONS

Unless otherwise indicated or the context otherwise requires, each reference in this prospectus to:

vi

RISK FACTORS

The New Notes, like the Original Notes, entail the following risks. You should carefully consider these risk factors, as well as the other information contained and incorporated by reference in this prospectus, including the section titled “Risk Factors” in the Annual Report, before making a decision to continue your investment in the Notes or to tender your Original Notes in exchange for the New Notes. The risk factors set forth below add to and update certain of the risk factors set forth in the 2019 Annual Report.Report, the First Quarter 2020 Quarterly Report, and the Current Report on Form8-K filed with the SEC on May 6, 2020. In this prospectus, when we refer to “Notes,” we are referring to both the Original Notes and the New Notes. Any of the following risks and those in the documents incorporated by reference herein could materially and adversely affect our business, financial condition or results of operations. However, the risks described below and in the documents incorporated by reference herein are not the only risks facing us. Additional risks and uncertainties not currently known to us or those we currently view to be immaterial may also materially and adversely affect our business, financial condition or results of operations. In such a case, we may not be able to make payments of principal and interest on the Notes, and you may lose all or part of your original investment.

Risks RelatedRelating to Our Indebtedness, the Exchange OffersOffer and the New Notes

MVW has significantOur indebtedness which could adversely affect our business, financial condition and results of operations, including by decreasing our business flexibility, as well as our ability to meet payment obligations under the Notes and our other indebtedness.flexibility.

As of March 31, 2019, MVW2020, we had approximately $3,955$4,770 million of total gross indebtedness. In the future, MVWwe could increase the amount available for borrowing under the Corporate Credit FacilitiesFacility by up to an amount equal to (i) the greater of $750 million and 100% of MVW’sour Consolidated EBITDA (as defined in the credit agreement governing the Corporate Credit Facilities)Facility) plus (ii) voluntary prepayments of loans and voluntary permanent commitment reductions under the Corporate Credit FacilitiesFacility and certain other reductions of debt plus (iii) additional amounts as long as the incurrence of such additional amounts would not exceed certain leverage ratios, in each case subject to securing additional commitments and certain other conditions.

The Indenture, the credit agreement that governs the Corporate Credit Facility and the indentures that govern the Existing Notes and the agreements governing the Credit Facilities and MVW’s other indebtedness impose significant operating and financial restrictions on us, which among other things limit our ability and the ability of MVW and certain of our subsidiaries to incur debt, pay dividends and make other restricted payments, make loans and investments, incur liens, sell assets, enter into affiliate transactions, enter into agreements restricting certain subsidiaries’ ability to pay dividends and consolidate, merge or sell all or substantially all of their assets. TheseAll of these covenants and restrictions limit how MVW’s business is conducted.we conduct our business. In addition, MVW iswe are required to maintain a specified leverage ratio under the terms of the credit agreement that governs theCorporate Credit Facilities. Facility.

The terms of any future indebtedness MVWwe may incur could include more restrictive covenants. MVWWe may not be able to maintain compliance with theseapplicable covenants and, if we fail to do so, we may not be able to obtain waivers from the lenders and/or amend the covenants. MVW’sOur failure to comply with the restrictive covenants described above as well as others contained in our debt instruments from time to time could result in an event of default, which, if not cured or waived, could result in MVWour being required to repay such indebtedness before its due date or to have to negotiate amendments to or waivers thereof, which may have unfavorable terms or result in the incurrence of additional fees and expenses.

The Existing ILG Indenture imposes operatingOur level of indebtedness could restrict our future operations and financial restrictions, which among other things limit the ability of MVW, ILG and certain of ILG’s subsidiaries to incur debt, pay dividends and make other restricted payments, make loans and investments, incur liens, sell assets, enter into affiliate transactions, enter into agreements restricting certain subsidiaries’our ability to pay dividendsmeet our payment obligations under the Notes and consolidate, merge or sell all or substantially all of their assets. These covenants and restrictions limit how MVW, ILG and ILG’s subsidiaries can interact with the rest of MVW.our other indebtedness.

TheOur ability of MVW to make scheduled cash payments on and to refinance our indebtedness, including the Notes, the Credit Facilities and the Existing ILG Notes, andas well as to fund planned capital expenditures will depend on

Our level of debt, together with the covenants included in the agreements governing such indebtedness, among other things:

In addition, MVW’sour credit ratings will impact the cost and availability of future borrowings and, accordingly, MVW’sour cost of capital. Downgrades in MVW’sour ratings could adversely affect MVW’sour businesses, cash flows, financial condition, operating results and share and debt prices, as well as our obligations with respect to MVW’sour capital efficient inventory acquisitions.

Despite our current levels of indebtedness, including indebtedness entered into in connection with the Transactions, MVWWe may be able to incur substantially more debt. This could exacerbate further the risks associated with our leverage.

MVW and our subsidiariesWe may incur substantial additional indebtedness in the future, including secured indebtedness. As of March 31, 2019, MVW2020, we had approximately $3,955$4,770 million of total gross indebtedness outstanding, including $973$1,496 million of gross secured indebtedness (excluding (i) $4$3 million of outstanding letters of credit under the Corporate Credit FacilitiesFacility and(ii) non-recourse, securitized debt, including any borrowings under the MVWour Warehouse Credit Facility), and an additional $521$0 million available for borrowing under MVW’s $600 millionthe Revolving Credit Facility (after giving effect to $4$3 million of outstanding letters of credit). In the future, MVWwe could increase the amount available for borrowing under the Corporate Credit FacilitiesFacility by up to an amount equal to (i) the greater of $750 million and 100% of MVW’sour Consolidated EBITDA (as defined in the credit agreement governing the Corporate Credit Facilities)Facility) plus (ii) voluntary prepayments of loans and voluntary permanent commitment reductions under the Corporate Credit FacilitiesFacility and certain other reductions of debt plus (iii) additional amounts as long as the incurrence of such additional amounts would not exceed certain leverage ratios, in each case subject to securing additional commitments and certain other conditions.

Although the Indenture, the indentures that govern the Existing Notes and the credit agreement that governs the Corporate Credit FacilitiesFacility limit MVW’sour ability and the ability of our present and future subsidiaries to incur additional indebtedness, the terms of such agreements and instruments permit MVWus to incur significant additional indebtedness. In addition, the indentures allow MVWIndenture allows us to issue additional Notesnotes under certain circumstances, which will also be guaranteed by the Guarantorsguarantors that guarantee the Notes.Notes and such other indebtedness. Furthermore, such agreements and instruments will not prohibit MVWus from incurring obligations that do not constitute indebtedness as defined therein. To the extent that MVW and our subsidiarieswe incur additional indebtedness or such other obligations, the risks associated with our substantial indebtedness described above, including our potential inability to service our debt, will increase.

their ability to make such cash available to the Issuers,Issuer, by dividend, debt repayment or otherwise. Unless they are guarantors of the Notes, these subsidiaries do not have any obligation to pay amounts due on the Notes or to make funds available for that purpose. The Issuers’Our subsidiaries may not be able to, or may not be permitted to, make distributions to enable the IssuersIssuer to make payments in respect of theirits indebtedness, including the Notes. Each subsidiary is a distinct legal entity and, under certain circumstances, legal and contractual restrictions may limit the Issuers’Issuer’s ability to obtain cash from such subsidiaries. In the event that the Issuers doIssuer does not receive distributions from theirits subsidiaries or payments from MVW or our other subsidiaries, the IssuersIssuer may be unable to make required principal and interest payments on theirits indebtedness, including the Notes.

Our variable rate indebtedness subjects us to interest rate risk, which could cause our debt service obligations to increase significantly.

Borrowings under the Corporate Credit FacilitiesFacility are at variable rates of interest and expose us to interest rate risk. If interest rates were to increase, our debt service obligations on the variable rate indebtedness would increase even though the amount borrowed remained the same, and our net income and cash flows, including cash available for servicing our indebtedness, will correspondingly decrease. Assuming all loans are fully drawn, each quarter point change in interest rates would result in a $2$4 million change in annual interest expense on our indebtedness under the Corporate Credit Facilities.Facility. We may enterhave entered into interest rate swaps that involve the exchange of floating for fixed rate interest payments in order to reducehedge a portion of the interest rate volatility.risk associated with term loan borrowings under the Corporate Credit Facility, as well as an interest rate collar to further reduce such risk. We may enter into such or other instruments to reduce our exposure to interest rate volatility under the Corporate Credit Facility or other variable rate indebtedness in the future. However, we may not maintain interest rate swaps, collars or similar instruments with respect to all of our variable rate indebtedness, and any swaps, collars or similar instruments we enter into may not fully mitigate our interest rate risk.

The Notes are effectively subordinated to any secured indebtedness of the IssuersIssuer or the Guarantors to the extent of the value of the property securing that indebtedness.

The Notes are not secured by any of the Issuers’Issuer’s or the Guarantors’guarantors’ assets. As a result, the Notes and the Note Guaranteesguarantees are effectively subordinated to any of the Issuers’Issuer’s and the guarantors’ secured indebtedness, including the Corporate Credit Facilities,Facility and the 2025 Secured Notes, with respect to the assets that secure that indebtedness. The effect of this subordination is that upon a default in payment on, or the acceleration of, any current orof future secured indebtedness, or in the event of bankruptcy, insolvency, liquidation, dissolution or reorganization of the IssuersIssuer or the Guarantors,guarantors, the proceeds from the sale of assets securing such secured indebtedness will be available to pay obligations on the Notes only after all indebtedness under such secured debt has been paid in full. As a result, the holders of the Notes may receive less, ratably, than the holders of secured debt in the event of the Issuers’Issuer’s or the Guarantors’guarantors’ bankruptcy, insolvency, liquidation, dissolution or reorganization.

Claims of holders of the Notes arewill be structurally subordinated to claims of creditors of the Issuers’Issuer’s subsidiaries that are not guarantors of the Notes.

The Notes are not guaranteed by all of the Issuers’Issuer’s subsidiaries. In addition, in the future, a guarantor may be released from its Note Guaranteeguarantee of the Notes under certain circumstances, including if such guarantor no longer guarantees a credit facility or capital markets debt securities of the IssuersIssuer or any guarantor. See “Description of the 2023 Notes—Note Guarantees” and “Description of the 2026 Notes—Note Guarantees.”

Claims of holders of the Notes will be structurally subordinated to the claims of creditors of thesenon-guarantors, including trade creditors. All obligations of thesenon-guarantors will have to be satisfied before any of the assets of such subsidiaries would be available for distribution, upon a liquidation or otherwise, to the IssuersIssuer or theirits creditors, including the holders of the Notes.

2019, ournon-guarantor subsidiaries represented 23% of our revenue and 109% of our income before income taxes. For the year ended December 31, 2018, ournon-guarantor Subsidiaries represented 14% of our revenuetaxes and 9% of our income before income taxes.non-controlling interests. As of March 31, 2019,2020, ournon-guarantor Subsidiariessubsidiaries represented 17%31% of our total assets and had $18$2,458 million of total liabilities, including debt and trade payables but excluding intercompany liabilities.

If we default on our obligations to pay our other indebtedness, we may not be able to make payments on the Notes.

Any default under the agreements governing the Issuers’Issuer’s indebtedness, including a default under the credit agreement governing the Corporate Credit FacilitiesFacility or theour other indentures, that govern the Notes, that is not waived by the required holders of such indebtedness, and the remedies sought by the holders of such indebtedness, could prevent the IssuersIssuer from paying principal, premium, if any, and interest on the Notes and substantially decrease the market value of the Notes. If the Issuers areIssuer is unable to generate sufficient cash flow and areis otherwise unable to obtain funds necessary to meet required payments of principal, premium, if any, and interest on theirits indebtedness, or if theyit otherwise failfails to comply with the various covenants, including financial and operating covenants in the instruments governing theirits indebtedness, theyit could be in default under the terms of the agreements governing such indebtedness. In the event of such default,

If our operating performance declines, we may in the future need to obtain waivers from the required lenders under the Corporate Credit FacilitiesFacility to avoid being in default. If we breach our covenants under the Corporate Credit FacilitiesFacility and seek a waiver, we may not be able to obtain a waiver from the required lenders. If this occurs, we would be in default under ourthe Corporate Credit Facilities,Facility, the lenders could exercise their rights, as described above, and we could be forced into bankruptcy or liquidation.

If you do not exchange your Original Notes for New Notes, you will continue to have restrictions on your ability to resell them.

The Original Notes were not issued in a transaction registered under the Securities Act or under the securities laws of any state and may not be resold, offered for resale or otherwise transferred unless they are subsequently registered or resold pursuant to an exemption from the registration requirements of the Securities Act and applicable state securities laws. If you do not exchange your Original Notes for New Notes pursuant to the Exchange Offers,Offer, you will not be able to resell, offer to resell or otherwise transfer the Original Notes unless such offer or sale is registered under the Securities Act or unless you resell them, offer to resell them or otherwise transfer them under an exemption from the registration requirements of, or in a transaction not subject to, the Securities Act.

In addition, upon consummation of the Exchange Offers,Offer, the aggregate principal amount of each series of Original Notes will be reduced by the amount of Original Notes of such series exchanged. Securities with a smaller outstanding principal amount available for trading, or float, generally command a lower price than do comparable securities with a greater float. Therefore, the market price for Original Notes that are not submitted for exchange or not accepted by us may be adversely affected. A reduced float may also make the trading prices of any Original Notes that are not exchanged more volatile.

An active trading market for the Notes may not develop or be maintained.

There is currently no established public trading market for the Notes. We do not intend to apply for listing of any series of the New Notes on any securities exchange or for quotation of any series of the New Notes on any automated dealer quotation system. The New Notes will be a new issue of securities with no established trading market. Accordingly, an active trading market for the New Notes may not develop or be maintained. If a trading market does not develop or is not maintained, you may find it difficult or impossible to resell the Notes. Future trading prices of the New Notes will depend on many factors, including prevailing interest rates, MVW’sour financial condition and results of operations, the then-current ratings assigned to the Notes and the markets for similar securities. Any trading market that develops may be affected by many factors independent of and in addition to the foregoing, including:

Even if an active trading market for the New Notes does develop, it may not continue. Further, any market that may develop for such Notes may not be liquid, you may not be able to sell such Notes and the price at which you will be able to sell such Notes may be reduced.

The trading price and the liquidity of the Notes may be volatile and can be directly affected by many factors, including MVW’sour credit ratings.

The trading price of the Notes could be subject to significant fluctuation in response to, among other factors, changes in MVW’sour operating results, interest rates, the market fornon-investment grade securities, general economic conditions and securities analysts’ recommendations, if any, regarding MVW’sour securities.

The Notes may be rated by one or more nationally recognized statistical rating organizations. A rating is not a recommendation to purchase, hold or sell debt securities, since a rating does not predict the market price of a particular security or its suitability for a particular investor. Any rating organization that rates the Notes may lower the rating or decide not to rate the Notes in its sole discretion. The ratings of the Notes will be based primarily on the rating organization’s assessment of the likelihood of timely payment of interest when due and the payment of principal on the maturity date. Any downgrade or withdrawal of a rating by a rating agency that rates the Notes could have an adverse effect on the trading prices or liquidity of the Notes.

The IssuersIssuer may choose to redeem the Notes prior to maturity.

The Issuer may redeem some or all of the Notes at any time. See “Description of the 2023 Notes—Optional Redemption” and “Description of the 2026 Notes—Optional Redemption.”

An increase in market interest rates could result in a decrease in the value of the Notes.

In general, as market interest rates rise, debt bearing interest at a fixed rate declinesdecline in value because the premium, if any, over market interest rates will decline. Consequently, if you purchase the Notes and market interest rates increase, the market values of your Notes may decline.

Certain change of control events that affect the market price of the Notes may not give rise to any obligation to repurchase the Notes.

Legal uncertainty regarding what constitutes a change of control and the provisions of the indentures that govern the NotesIndenture may allow MVWus to enter into transactions, such as acquisitions, refinancing or recapitalizations, that would not constitute

a “Change of Control” under the indenturesIndenture but may increase ourits outstanding indebtedness or otherwise affect ourits ability to satisfy obligations under the Notes. The definition of

the Notes or incurring its Note Guaranteeguarantee to the extent suchthe Issuer or such guarantor did not obtain a

You must comply with the Exchange OffersOffer procedures in order to receive freely tradable New Notes.

Delivery of New Notes in exchange for Original Notes tendered and accepted for exchange pursuant to the Exchange OffersOffer will be made only if such tenders comply with the Exchange Offer procedures described herein, including the timely receipt by the applicable Exchange Agent of book-entry transfer of Original Notes into such Exchange Agent’s account at DTC (as defined below), as depositary, including an agent’s message (as defined herein). We are not required to notify you of defects or irregularities in tenders of Original Notes for exchange.

Some holders who exchange their Original Notes may be deemed to be underwriters, and these holders will be required to comply with the registration and prospectus delivery requirements in connection with any resale transaction.

If you exchange your Original Notes in the Exchange OffersOffer for the purpose of participating in a distribution of the Original Notes, you may be deemed to have received restricted securities and, if so, will be required to comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction.

SELECTED HISTORICAL FINANCIAL DATA

The following table presents MVW’sour selected historical financial data, which was derived from MVW’sour last five fiscal years of consolidated financial statements and related notes. The selected historical financial data of MVW for the years ended December 31, 2017, December 30, 2016, January 1, 2016 and January 2, 2015 set forth below does not include the effects of the Combination Transactions.

The selected historical financial data as of and for each of the quarters ended March 31, 20192020 and March 31, 20182019 are derived from MVW’s unaudited consolidated financial statements included in MVW’s Quarterly Report on Form10-Q for the quarter ended March 31, 2019,2020, which is incorporated by reference in this prospectus. The selected historical financial data as of December 31, 2019 and December 31, 2018 and for each of the fiscal years ended December 31, 2018,2019, December 31, 20172018 and December 30, 2016 are2017 is derived from MVW’sour audited consolidated financial statements included in theour 2019 Annual Report, which is incorporated by reference in this prospectus. The selected historical financial data as of and for the fiscal year ended January 1, 2016 are derived from MVW’s audited consolidated financial statements included in MVW’s Current Report onForm 8-K filed with the SEC on June 5, 2018, which is not incorporated by reference in this prospectus. The selected historical financial data included in the table below as of and for each of the fiscal years ended December 30, 2016 and January 1, 2016 and as of the fiscal year ended January 2, 2015December 30, 2016 is derived from MVW’sour audited consolidated financial statements for such year,years, which have not been incorporated by reference into this prospectusprospectus. The information contained in the table below for fiscal years 2017, 2016 and have not2015 has been restated for theadjusted to recast certain prior period financial information to reflect our retrospective adoption of ASC 606, effective January 1, 2018, the first day of our 2018 fiscal year. See Note 2 “Summary of Significant Accounting Policies” to our audited consolidated financial statements for the year ended December 31, 2019, included in our 2019 Annual Report, which is incorporated by reference in this prospectus, for additional information on ASC 606.

Historical results set forth in this section reflect operations of ILG and its consolidated subsidiaries since September 1, 2018, the date of completion of the ILG Acquisition, but not for prior periods. Historical results are not necessarily indicative of the results that may be expected for any future period or any future date. Because this information is only a summary and does not provide all of the information contained in MVW’s consolidated financial statements, including the related notes, thisThis selected historical financial data should be read in conjunction with the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and MVW’s unaudited consolidated financial statements and the related notes, each included in MVW’s Quarterly Report on Form10-Q filed with the SEC on May 7,our 2019 which is incorporated by reference in this prospectus, and the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and MVW’s audited consolidated financial statements and the related notes, each included in the Annual Report, which is incorporated by reference in this prospectus.

THE EXCHANGE OFFERSOFFER

Terms of the Exchange OffersOffer

General. We issued the Original 2026 Notes on August 23, 2018 and the Original 2023 Notes on September 4, 2018October 1, 2019 in transactionsa transaction exempt from the registration requirements of the Securities Act.

In connection with the sale of the Original Notes, (i) certain holders of the Original 2023 Notes became entitled to the benefits of the registration rights agreement, dated September 4, 2018,October 1, 2019, among the Issuers,Issuer, the Guarantors and the representatives of the dealer managers of the ILG Notes Exchange Offer, and (ii) certain holders of the Original 2026 Notes became entitled to the benefits of the registration rights agreement, dated August 23, 2018, and the joinder thereto, dated September 1, 2018, among the Issuers, the Guarantors and the representatives of the initial purchasers of the Original 2026 Notes. Such agreements are collectively referred to herein as the “registration rights agreements.”purchasers.

Under the registration rights agreements,agreement, we became obligated to file a registration statement in connection with anthe Exchange Offer, to use our reasonable best efforts to have the Exchange OffersOffer registration statement declared effective and to use our reasonable best efforts to exchange New Notes for the Original Notes tendered prior thereto (i) with respect to the Original 2023 Notes, within 365 days following September 4, 2018, and (ii) with respect to the Original 2026 Notes, within 365 days following August 23, 2018.October 1, 2019. The Exchange OffersOffer being made by this prospectus, if consummated within the required time period, will satisfy our obligations under the registration rights agreements. This prospectus, together with the letter of instruction, is being sent to all beneficial holders of Original Notes known to us.

Upon the terms and subject to the conditions set forth in this prospectus and in the accompanying letter of instruction, we will accept for exchange all Original Notes properly tendered and not withdrawn on or prior to the expiration date. We will issue $1,000 principal amount of New Notes in exchange for each $1,000 principal amount of outstanding Original Notes accepted in the Exchange Offers.Offer. Holders may tender some or all of their Original Notes pursuant to the Exchange Offers.Offer.

Based onno-action letters issued by the staff of the SEC to third parties, we believe that holders of the New Notes issued in exchange for Original Notes may offer for resale, resell and otherwise transfer the New Notes, other than any holder that is an affiliate of ours within the meaning of Rule 405 under the Securities Act, without compliance with the registration and prospectus delivery provisions of the Securities Act. This is true as long as the New Notes are acquired in the ordinary course of the holders’ business, the holder has no arrangement or understanding with any person to participate in the distribution of the New Notes and neither the holder nor any other person is engaging in or intends to engage in a distribution of the New Notes. A broker-dealer that acquired Original Notes directly from us cannot exchange the Original Notes in the Exchange Offers.Offer. Any holder who tenders in the Exchange OffersOffer for the purpose of participating in a distribution of the New Notes cannot rely on theno-action letters 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.

Each broker-dealer that receives New Notes for its own account in exchange for Original Notes, where Original Notes were acquired by such broker-dealer as a result of market-making 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” for additional information.

We shall be deemed to have accepted validly tendered Original Notes when, as and if we have given oral or written notice of the acceptance of such Notes to the applicable Exchange Agent. The 2023 Notes Exchange Agent will act as agent for the tendering holders of Original 2023 Notes for the purposes of receiving the New 2023 Notes from the Issuers and delivering New 2023 Notes to such holders. The 2026 Notes Exchange Agent will act as agent for the tendering holders of Original 2026 Notes for the purposes of receiving the New 2026 Notes from the Issuers and delivering New 2026 Notes to such holders.

Expiration Date; Extensions; Amendment. We will keep the Exchange OffersOffer open for not less than 20 business days, or longer if required by applicable law. The term “expiration date” means the expiration date set forth on the cover page of this prospectus, unless we extend eitherthe Exchange Offer, in which case the term “expiration date” when used with respect to anthe Exchange Offer means the latest date to which suchthe Exchange Offer is extended.

In order to extend the expiration date of anthe Exchange Offer, we will notify the applicable Exchange Agent of any extension by oral or written notice and issue a public announcement of the extension prior to 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration date.

We reserve the right:

Without limiting the manner in which we may choose to make a public announcement of any extension, amendment or termination of the Exchange Offers,Offer, we will not be obligated to publish, advertise, or otherwise communicate any such announcement, other than by making a timely release to an appropriate news agency.

Procedures for Tendering

To tender in the Exchange Offers,Offer, a holder must effect a book-entry transfer of Original Notes to be tendered in the Exchange OffersOffer into the account of the applicable Exchange Agent at The Depository Trust Company (“DTC”) by electronically transmitting its acceptance of the Exchange OffersOffer through the Automated Tender Offer Program (“ATOP”) maintained by DTC, and delivering to the applicable Exchange Agent any other required documents. DTC will then verify the acceptance, execute a book-entry delivery to suchthe Exchange Agent’s account at DTC and send an agent’s message to suchthe Exchange Agent. To be validly tendered, confirmation of such book-entry transfer and such other required documents must reach the exchange agent before 5:00 p.m., New York City time, on the expiration date.Holders desiring to tender Original Notes pursuant to ATOP must allow sufficient time for completion of the ATOP procedures during normal business hours of DTC. Except as otherwise provided in this prospectus, delivery of Original Notes will be deemed made only when the agent’s message is actually received by the applicable Exchange Agent prior to the expiration date.

documents (if any) must be made to the applicable Exchange Agent at its address set forth below. Holders may also request their respective brokers, dealers, commercial banks, trust companies or nominees to effect such tender for such holders.

The method of delivery of the required documents other than the Original Notes (if any) to the applicable Exchange Agent is at the election and risk of the holders. In all cases, sufficient time should be allowed to assure timely delivery to the applicable Exchange Agent before 5:00 p.m., New York City time, on the expiration date. No Original Notes or other documents should be sent to us.

There will be no fixed record date for determining registered holders of Original Notes entitled to participate in the Exchange Offers.Offer.

Any beneficial holder whose Original Notes are registered in the name of its broker, dealer, commercial bank, trust company or other nominee and who wishes to tender should contact such registered holder promptly and instruct such registered holder to tender on its behalf and comply with the ATOP procedures for book-entry transfer described below on or prior to the expiration date.

All questions as to the validity, form, eligibility, including time of receipt, and withdrawal of the tendered Original Notes will be determined by us in our sole discretion, which determination will be final and binding. We reserve the absolute right to reject any and all Original Notes not properly tendered or any Original Notes our acceptance of which, in the opinion of our counsel, would be unlawful. We also reserve the right to waive any irregularities or conditions of tender as to particular Original Notes. Our interpretation of the terms and conditions of the Exchange Offers,Offer, including the instructions in the letter of instruction, will be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of Original Notes must be cured within such time as we shall determine. None of us, the Exchange AgentsAgent or any other person shall be under any duty to give notification of defects or irregularities with respect to tenders of Original Notes, nor shall any of them incur any liability for failure to give such notification. Tenders of Original Notes will not be deemed to have been made until such defects or irregularities have been cured or waived. Any Original Notes received by the Exchange AgentsAgent that are not properly tendered and as to which the defects or irregularities have not been cured or waived will be returned without cost to such holder by the applicable Exchange Agent to the tendering holders of Original Notes, unless otherwise provided in the letter of instruction, as soon as practicable following the expiration date.

In addition, we reserve the right in our sole discretion to:

We understand that each of the Exchange AgentsAgent will make a request promptly after the date of this prospectus to establish accountsan account with respect to the Original 2023 Notes, or the Original 2026 Notes, as applicable, at DTC for the purpose of facilitating the Exchange Offers,Offer, and subject to the establishment of such accounts,account, any financial institution that is a participant in DTC’s system may make book-entry delivery of Original Notes of a series by causing DTC to transfer such Original Notes into the applicable Exchange Agent’s account with respect to the Original Notes in accordance with the ATOP procedures for such transfer. Although delivery of the Original Notes of a series may be effected through book-entry transfer into the applicable Exchange Agent’s account at DTC and delivery of an agent’s message to such Exchange Agent, all other required documents (if any) must in each case be transmitted to and received or confirmed by suchthe Exchange Agent at its address set forth below on or prior to the expiration date.

Withdrawal of Tenders

Except as otherwise provided in this prospectus, tenders of Original Notes may be withdrawn at any time prior to 5:00 p.m., New York City time, on the expiration date. However, if the expiration date has been extended, tenders of Original Notes previously accepted for exchange as of the original expiration date may not be withdrawn.

To withdraw a tender of Original Notes in the Exchange Offers,Offer, you must comply with DTC’s procedures for withdrawal of tenders.Sufficient time should be allowed for completion of the ATOP withdrawal procedures during the normal business hours of DTC. A withdrawal may be effected by a properly submitted “Request Message” through ATOP, which must:

Conditions

Notwithstanding any other term of the Exchange Offers,Offer, we will not be required to accept any Original Notes for exchange, or exchange any New Notes for any Original Notes, and may terminate or amend the Exchange OffersOffer before the expiration date, if the Exchange Offers violateOffer violates any applicable law or interpretation by the staff of the SEC. In addition, we will not be obligated to accept for exchange the Original Notes of any holder that has not made to us the representations described under “—Terms of the Exchange Offers—Offer—Procedures for Tendering” and such other representations as may be reasonably necessary under applicable SEC rules, regulations or interpretations to allow us to use an appropriate form to register the New Notes under the Securities Act.

Notes Exchange Agent

HSBCThe Bank USA, National Associationof New York Mellon Trust Company, N.A. has been appointed as exchange agent for the 2023 Notes. Any requests for assistance or for additional copies of this prospectus, related materials or documents required in connection with surrenders of Original 2023 Notes for conversion should be directed to HSBC Bank USA, National Association addressed as follows:

HSBC Bank USA, National Association, as Exchange Agent

452 Fifth Avenue

New York, NY 10018

Attn: Corporate Trust & Loan Agency

Facsimile:212-525-1300

2026 Notes Exchange Agent

The Bank of New York Mellon Trust Company, N.A. has been appointed as exchange agent for the 2026 Notes. Any requests for assistance or for additional copies of this prospectus, related materials or documents required in connection with surrenders of Original 2026 Notes for conversion should be directed to The Bank of New York Mellon Trust Company, N.A. addressed as follows:

The Bank of New York Mellon Trust Company, N.A., as Exchange Agent

c/o The Bank of New York Mellon Corporation

Corporate Trust Operations—Reorganization Unit

111 Sanders Creek Parkway

East Syracuse, NY 13057

Attn: Eric HerrTiffany Castor

Tel:315-414-3362315-414-3034

Facsimile: :732-667-9408

Email: CT_REORG_UNIT_INQUIRIES@bnymellon.com

Fees and Expenses

We have agreed to bear the expenses of the Exchange OffersOffer pursuant to the registration rights agreements.agreement. We have not retained any dealer manager in connection with the Exchange OffersOffer and will not make any payments to brokers, dealers or others soliciting acceptances of the Exchange Offers.Offer. We, however, will pay the exchange agent reasonable and customary fees for their services and will reimburse them for their reasonableout-of-pocket expenses in connection with providing such services.

The cash expenses to be incurred in connection with the Exchange OffersOffer will be paid by us. Such expenses include fees and expenses of the Exchange Agents,Agent, accounting and legal fees and printing costs, among others.

Regulatory Approvals

We do not believe that the receipt of any material federal or state regulatory approval will be necessary in connection with the Exchange Offers,Offer, other than the effectiveness of the Exchange OffersOffer registration statement under the Securities Act.

Other

Participation in the Exchange OffersOffer is voluntary and holders of Original Notes should carefully consider whether to accept the terms and condition of the Exchange Offers.Offer. Holders of the Original Notes are urged to consult their financial and tax advisors in making their own decision on what action to take with respect to the Exchange Offers.Offer.

DESCRIPTION OF THE 2023 NOTES

This description of notes relates to the 5.625%4.750% senior notes due 20232028 (the “New 2023 Notes”), to be issued by Marriott Ownership Resorts, Inc. and ILG, LLC (the “Issuers” and each an “Issuer”) in exchange for $88,165,000$350,000,000 aggregate principal amount of 5.625%4.750% Senior Notes due 20232028 (the “Original 2023 Notes” and, together with the New 2023 Notes and any additional notes, the “2023 Notes”), issued by the IssuersIssuer pursuant to an indenture, dated as of September 4, 2018,October 1, 2019, by and among the Issuers,Issuer, Marriott Vacations Worldwide Corporation, the other guarantors party thereto and HSBCThe Bank USA, National Association,of New York Mellon Trust Company, N.A., as trustee (the “2023 Notes Trustee”), relating to the 2023 Notes (as supplemented, the “2023 Notes Indenture”). Interest on each 2023 Note will accrue from the last interest payment date on which interest was paid on the tendered Original 2023 Note in exchange therefor or, if no interest has been paid on such Original 2023 Note, from the first date Original Notes of such series were issued. Any Original 2023 Note that remains outstanding after completion of the Exchange Offers,Offer, together with the 2023 Notes, will be treated as a single class of securities under the 2023 Notes Indenture.

You can find the definitions of capitalized terms used in this “Description of the 2023 Notes”description and not defined elsewhere under the subheading “—Definitions.“Definitions.” Terms defined in this “Description of the 2023 Notes” are defined for use in this section only, and the same terms may have different meanings in the “Description of the 2026 Notes” or elsewhere in this prospectus. In this “Description ofdescription, the 2023 Notes,” the wordsterms “IssuersIssuer,” “we,” “us” or “our” refer only to Marriott Ownership Resorts, Inc., a Delaware corporation, and ILG, LLC, a Delaware limited liability company, and not to any of their Subsidiaries. Because consents of the holders of a majority of the aggregate principal amount of the Existing ILG Notes were not received in the Consent Solicitation, ILG became aco-issuer of the 2023 Notes rather than a Subsidiary Guarantor of the 2023 Notes. As such, where applicable, certain changes were made in the Indenture, including references to ILG as the “Co-Issuer”its Subsidiaries, and the treatment of theCo-Issuer in a manner similar to the Issuer for purposes of the covenants and other terms described in this “Description of the 2023 Notes,” including with respect to the obligation to pay any principal of, or premium, if any, and interest on, the 2023 Notes and the covenant described under “—Certain Covenants—Merger, Consolidation and Sale of Property.” The wordsterm “Parent Guarantor” referrefers only to Marriott Vacations Worldwide Corporation, 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 wordsterm “Subsidiary Guarantor” refer to all existing Subsidiaries of the Parent GuarantorIssuer that Guarantee the 2023 Notes and to any future Subsidiaries ofthat guarantee the Parent Guarantor that Guarantee the 2023 Notes in the future.Notes. The word “Guarantors” refers to the Parent Guarantor and the Subsidiary Guarantors, collectively.

The following description is a summary of the material provisions of the 2023 Notes Indenture. It does not restate the 2023 Notes Indenture in its entirety. We urge you to read the 2023 Notes Indenture in its entirety because it, and not this description, defines your rights as a holder of the 2023 Notes. Copies of the 2023 Notes Indenture are available without charge upon request to the Issuer at the address indicated under “Where You Can Find More Information.”

Brief Description of the Notes and the Guarantees

The Notes

The 2023 Notes:

computed on the basis of a360-day year comprised of twelve30-day months.

The 2023 Notes are denominated in U.S. Dollars and all payments of principal and interest thereon will be paid in U.S. Dollars.

Ranking

The 2023 Notes are the senior unsecured obligations of the IssuersIssuer and are guaranteed by the Parent Guarantor and each of its Restricted Subsidiaries that is required to provide a guarantee or that is a borrower or guarantor under the Credit Agreement. The 2023 Notes rank equally with all senior unsecured Debt of the Parent Guarantor and the Subsidiary Guarantors (including the Existing ILG Notes that were not exchanged in the ILG Notes Exchange Offer, the 2026 Notes and the Convertible Notes (with respect to the Parent Guarantor only)) but will beare effectively subordinated to all secured Debt, including our obligations under the Credit Agreement and the 2025 Secured Notes, to the extent of the value of the assets securing such Debt. Certain of the Parent Guarantor’s Subsidiaries do not and will not guarantee the 2023 Notes, including any ReceivablesSecuritization Subsidiary or Foreign Subsidiary. Claims of creditors ofnon-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 are structurally senior with respect to the assets and earnings of those subsidiaries over the claims of creditors of the Parent Guarantor, the IssuersIssuer or the Subsidiary Guarantors, including holders of the 2023 Notes. The 2023 Notes and each Note Guarantee are therefore structurally subordinated to creditors (including trade creditors) and preferred stockholders (if any) of Subsidiaries of the Parent Guarantor (other than the IssuersIssuer or the Subsidiary Guarantors).

As of March 31, 2019:2020:

Although the 2023 Notes Indenture limits the Incurrence of Debt by the Parent Guarantor and its Restricted Subsidiaries, this limitation is subject to a number of significant exceptions. The Parent Guarantor and its Restricted Subsidiaries may Incur a substantial amount of additional Debt, and a significant portion of such Debt may be secured Debt. Moreover, the 2023 Notes Indenture does not impose any limitation on the Incurrence by the Parent Guarantor and its Restricted Subsidiaries of liabilities that are not considered Debt under the 2023 Notes Indenture. See “—Certain Covenants—Limitation on Debt.”indenture.

Optional Redemption

The IssuersExcept as set forth in the next two paragraphs, the Notes are not redeemable at the option of the Issuer prior to September 15, 2022.

On or after September 15, 2022, the Issuer may, at theirits option, redeem all or any portion of the 2023 Notes, aton any time,one or more occasions, upon not less than 30 daysdays’ nor more than 60 daysdays’ prior notice,notice. The Notes may be redeemed at the redemption prices set forth below,plusaccrued 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 2023 Notes redeemed during the12-month period commencing on AprilSeptember 15 of the years set forth below, and are expressed as percentages of principal amount:

Any notice of redemptionAt any time and from time to time, prior to September 15, 2022, the Issuer may, at the Issuers’ discretion, be subject toon any one or more conditions precedent, includingoccasions, redeem up to a salemaximum of Capital Stock40% of the Parent Guarantor, an Incurrenceoriginal aggregate principal amount of Debt, a Change of Control or other transaction. If any redemption is subject to the satisfactionNotes (including additional Notes, if any) with the Net Cash Proceeds of one or more conditions precedent,Equity Offerings, at a redemption price equal to 104.75% of the related redemption notice shall describe each such condition,principal amount thereof,plusaccrued and unpaid interest thereon, if applicable, shall state that, in the Issuers’ discretion,any, to, but not including, the redemption date may be delayed until(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 such time as any or allredemption, at least 50% of the original aggregate principal amount of Notes (including additional Notes, if any) remains outstanding. Any such conditionsredemption shall be satisfiedmade 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 waived,any portion of the Notes, on any one or that suchmore occasions, prior to September 15, 2022, upon not less than 30 days’ nor more than 60 days’ prior notice, at a redemption mayprice equal to the sum of:

plusaccrued and unpaid interest, if any, to, but not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied or waived byincluding, the redemption date or by(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 date as so delayed. In addition,shall set forth the Issuers may provide in such notice that paymentmanner of the calculation of the redemption price, and performance ofbut need not set forth the Issuers’ obligations with respectredemption price itself. The actual redemption price, calculated as described above, must be set forth in an Officers’ Certificate delivered to suchthe trustee no later than two Business Days prior to the redemption may be performed by another Person.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, to, but not including, the redemption date will be paid on the redemption date to the Person in whose name the 2023 Note is registered at the close of business on such record date.date;provided that if the Notes are in global form, such accrued and unpaid interest shall be paid in accordance with the applicable procedures of DTC. In the case of any partialpartialredemption,the Notes will be selected for redemption, with respect to global notes, in accordance with the 2023applicable procedures of DTC and, with respect to certificated Notes, Trustee will select 2023 Notes for redemptionby lot, pro rata or by such method as itthe trustee shall deem fair and appropriate;providedthat if the 2023 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 2023 Note of $2,000 in principal amount or less will be redeemed in part. If any 2023 Note is to be redeemed in part only, the notice of redemption relating to such 2023 Note will state the portion of the principal amount thereof to be redeemed. AUpon the request of the Issuer, a new 2023 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 2023 Note.

Any redemption notice may, at the Issuer’s discretion, be subject to one or more conditions precedent, including the completion of an Equity Offering, an Incurrence of Debt or other corporate transaction.

Mandatory Redemption; Sinking FundFund; Open Market Purchases

The Issuers areIssuer is not be required to make any mandatory redemption or sinking fund payments with respect to the 2023 Notes. However, under certain circumstances, the IssuersIssuer may be required to offer to purchase the 2023 Notes as described under “—Repurchase at the Option of Holders Upon a Change of Control” and “Certain Covenants—Limitation on Asset Sales.”

The IssuersIssuer and theirits affiliates may acquire 2023 Notes by means other than a redemption, whether by tender offer, open market purchases, negotiated transactions or otherwise, in accordance with applicable securities laws, so long as such acquisition does not otherwise violate the terms of the 2023 Notes Indenture.

Note Guarantees

The obligations of the Issuers pursuant toIssuer under the 2023Indenture and the Notes, including any repurchase obligation resulting from a Change of Control, are unconditionally guaranteed, jointly and severally, on ana senior unsecured

basis, by the Parent Guarantor and each Restricted Subsidiary of the Parent Guarantor that guarantees or is a borrower under the Credit Agreement or other Credit Facility or other capital markets debt securities of an Issuer or a Guarantor (the “Note Guarantees” and each, a “Note Guarantee”).Issuer’s existing credit agreement. If any Restricted Subsidiary (other than any ReceivablesSecuritization Subsidiary or Foreign Subsidiary) that is a Wholly Owned Subsidiary of the Parent Guarantor (and any Domestic Restricted Subsidiary that is anon-Wholly Owned Subsidiary of the Parent Guarantor if suchnon-Wholly Owned Subsidiary guarantees other capital markets debt securities of anthe Issuer or a Guarantor) becomes a borrower or guarantor under any Credit Facility or other capital markets debt securities of anythe Issuer or any Guarantor after the Issue Date, such Restricted Subsidiary must provide a Note Guarantee.

Not all of the Parent Guarantor’s Subsidiariessubsidiaries guarantee the 2023 Notes. In the event of a bankruptcy, liquidation or reorganization of any of thesenon-guarantor Subsidiaries, thesenon-guarantor Subsidiaries must pay the holders of their debts and their trade creditors in full before they will be permitted to distribute any of their assets to the IssuersIssuer or another Guarantor.

For the quarter ended March 31, 2019,2020, ournon-guarantor Subsidiariessubsidiaries represented 15%25% of our revenue and 47%(13)% of our operating income.loss before income taxes andnon-controlling interests. For the fiscal year ended December 31, 2018,2019, ournon-guarantor Subsidiaries

Offer”) at a purchase price (the “Change of Control Purchase Price”) equal to 101% of the principal amount thereof,plusaccrued and unpaid interest, if any, to, but not including, 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 IssuersIssuer shall send or cause to be sent by first-class mail (or electronic transmission in the case of 2023 Notes held in book-entry form), with a copy to the 2023 Notes Trustee, to each holder of 2023 Notes, at such holder’s address appearing in the security register, a notice stating:stating (as applicable):

(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 2023 Notes timelyproperly 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;delivered (the “Change of Control Purchase Date”);

(3) if such notice is delivered prior to the occurrence of a Change of Control, that the Change of Control Offer is conditioned upon the occurrence of such Change of Control and

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 the Parent Guarantor’s Property.our assets. Although there is a developing body of case law interpreting the phrase “substantially all,” there is no precise established definition of the phrase under applicable law. Accordingly, if we dispose of less than all of the Parent Guarantor’s Property is disposed ofour assets by any of the means described above, the ability of a holder of 2023 Notes to require us to repurchase its 2023 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 IssuersIssuer 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 2023 Notes in connection with a Change of Control would result in a default under the 2023 Notes Indenture. Any such default would, in turn, constitute a default under the Credit Agreement, and may constitute a default under any of our other current or future Debt as well.

Our obligation to make an offer to repurchase the 2023 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 2023 Notes. See “—Amendments and Waivers.”

Certain Covenants

Set forth below are summaries of certain of the covenants to be contained in the 2023 Notes Indenture.

Covenant Suspension

During any period of timeOn and after the first day (such date, the “Suspension Date”) that:

(a) the 2023 Notes have Investment Grade Ratings from both Rating Agencies, and

(b) no Default or Event of Default has occurred and is continuing under the 2023 Notes Indenture,

however, that no Default, Event of Default or breach of any kind shall be deemed to exist under the indenture, the Notes or the Note Guarantees with respect to the Suspended Covenants based on, and furthermore, compliancenone of the Parent Guarantor or any of its Subsidiaries shall bear any liability for, any actions taken or events occurring during the Suspension Period (as defined below), regardless of whether such actions or events would have been permitted if the applicable Suspended Covenants remained in effect during such period. The period of time between the Suspension Date and the Reversion Date is referred to as the “Suspension Period.”

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.

Compliance with the provisions of the covenant described inunder “—Limitation on Restricted Payments” with respect to Restricted Payments made after the Reversion Date 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,providedthat 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 Parent Guarantor and the Restricted Subsidiaries were not subject to the Suspended Covenants (or after that time based solely on events that occurred during that time).Period. 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 Issuers will give the 2023 Notes 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 2023 Notes 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 Parent Guarantor’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)(j) 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 IssuersIssuer will give the 2023 Notes Trusteetrustee 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 2023 Notes Trusteetrustee shall assume that the Suspended Covenants apply and are in full force and effect.

The term “Permitted Debt” is defined to include the following:

(a) Debt of the Parent GuarantorIssuer or any Restricted SubsidiaryGuarantor evidenced by the Original 2023 Notes and the New 2023 Notes offered hereby and the related Note Guarantees (including the New 2023 Notes and the Guarantees thereof, but excluding any additional 2023 Notes);

(b) Debt of the Parent Guarantor 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) outstanding at any one time not to exceed $700(i) $1,500.0 million at any time outstanding, which amount shall be permanently reduced byplus (ii) the greater of (x) $750.0 million and (y) 100.0% of Consolidated EBITDA for the Test Period plus (iii) an additional amount of Net Available Cash from an Asset Sale usedDebt such that, on a Pro Forma Basis, after giving effect to Repaysuch Debt the Secured Leverage Ratio does not exceed 3.00 to 1.00 (and for purposes of this clause (iii), any amount Incurred pursuant to this clause (b), pursuant to the covenant described under “—Limitation on Asset Sales”(iii) shall be treated as if such amount is Consolidated Secured Debt, regardless of whether such amount is actually secured);

(c) Debt of the Parent Guarantor owing to and held by any Restricted Subsidiary and Debt of a Restricted Subsidiary owing to and held by the Parent Guarantor 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 Parent Guarantor 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 Parent Guarantor, an Issuer or a Subsidiary Guarantor is the obligor on that Debt and the Debt is owed to a Restricted Subsidiary that is not anthe 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 2023 Notes or the applicable Note Guarantee;

(d) Debt of a Restricted Subsidiary outstanding on the date on which that Restricted Subsidiary was acquiredIncurred by the Parent Guarantor or otherwise becameany of its Restricted Subsidiaries in a Restricted Subsidiary (other than Debt Incurred as consideration in, or to provide allPermitted Acquisition, any other Investment permitted under the indenture or any portiondisposition, in each case to the extent constituting indemnification obligations or obligations in respect of the fundspurchase price (including earn-outs) or credit support utilized to consummate, a transaction or seriesother similar adjustments;

(e) Debt consisting of transactions pursuant to which the Restricted Subsidiary became a Restricted Subsidiaryobligations of the Parent Guarantor (or any direct or was otherwise acquired byindirect parent of the Parent Guarantor);providedthat or any of its Restricted Subsidiaries under deferred compensation or other similar arrangements incurred by such Person in connection with the Transactions and Permitted Acquisitions or any other Investment permitted under the indenture;

(f) Cash Management Obligations and other Debt in respect of netting services, automatic clearinghouse arrangements, overdraft protections, cash pooling arrangements, purchase card and similar arrangements in each case incurred in the ordinary course;

(g) Debt supported by a letter of credit under the Credit Agreement in a principal amount not to exceed the face amount of anysuch letter of credit;

(h) Debt Incurred pursuantby anon-Guarantor Restricted Subsidiary, and Guarantees thereof by anynon-Guarantor Restricted Subsidiary, (x) in an aggregate principal amount not to this clause (d) outstandingexceed, at any onethe time may not exceedof the Incurrence thereof, the greater of (x) $35(i) $175.0 million and (ii) 22.5% of Consolidated EBITDA for the Test Period and (y) 3.5% of the Parent Guarantor’s Consolidated Total Assets;

(e) Debt in connection with one or more standby lettersunder working capital lines, lines of credit or overdraft facilities (to the extent such Debt isnon-recourse to the Issuer and the Guarantors);

(i) obligations in respect of performance, orbid, appeal and surety bonds orand performance and completion guarantees issuedand similar obligations provided by the Parent Guarantor or aany of its Restricted SubsidiarySubsidiaries or obligations in respect of letters of credit, bank guarantees or similar instruments related thereto, in each case in the ordinary course of business or pursuant to self-insurance obligations and not in connectionconsistent with the borrowing of money or the obtaining of advances or credit;past practice;

(f) Debt arising from agreements of the Parent Guarantor 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

with and into the Parent Guarantor or a Restricted Subsidiary) or secured by a Lien on any assets (including the assets of the Parent Guarantor or any such Restricted Subsidiary) on or prior to the acquisition thereof and (b) Incurred to provide all or any portion of the funds utilized to consummate the transaction or series of related transactions in connection with, or in contemplation of, any acquisition of any assets (including through the acquisition of a Person that becomes or is merged with and into the Parent Guarantor or a Restricted Subsidiary) or secured by a Lien on any assets (including the assets of the Parent Guarantor or any such Restricted Subsidiary) prior to the acquisition thereof;provided, however, that at the time of any such transaction in clauses (a) and (b) above, either (i) the Parent Guarantor would have been able to Incur $1.00 of additional Debt pursuant to clause (1) of the first paragraph of this covenant after giving Pro Forma Effect to the Incurrence of such Debt pursuant to this clause (k) or (ii) on a Pro Forma Basis, either (x) the Consolidated Fixed Charges Coverage Ratio for the Parent Guarantor and its Restricted Subsidiaries would be greater than or equal to such ratio for the Parent Guarantor and its Restricted Subsidiaries or (y) the Total Leverage Ratio for the Parent Guarantor and its Restricted Subsidiaries would be less than or equal to such ratio for the Parent Guarantor and its Restricted Subsidiaries, in each case, immediately prior to such transaction;

(l) (A) additional Debt in an aggregate principal amount not to exceed, at the time of the Incurrence thereof, the greater of (x) $275.0 million and (y) 35.0% of Consolidated EBITDA for the Test Period or (B) after giving Pro Forma Effect to the Incurrence of the Debt and the application of the proceeds thereof, the Total Leverage Ratio would not exceed 4.25 to 1.00;

(m) (1) Attributable Debt and other Debt (including Capital Lease Obligations) financing the acquisition, construction, repair, replacement or improvement of fixed or capital assets (provided that such Debt is Incurred within 270 days after the applicable acquisition, construction, repair, replacement or improvement), (2) Attributable Debt arising out of Permitted Sale and Leaseback Transactions and (3) any Permitted Refinancing Debt with respect to any Debt set forth in the clauses (1) and (2);provided that the aggregate principal amount of Debt (including Attributable Debt, but excluding Attributable Debt Incurred pursuant to clause (2)) does not exceed, at the time of the Incurrence thereof, the greater of (x) $175.0 million and (y) 3.0% of Consolidated Total Assets as of the last day of the most recently ended Test Period;

(n) Debt of the Parent Guarantor or any Restricted Subsidiary (other thanconsisting of Guarantees of Debt of the Parent Guarantor or any Receivables Subsidiary)Restricted Subsidiary permitted to be Incurred under any other clause of this covenant;provided that in the event such Debt being Guaranteed is a Subordinated Obligation, then the related Guarantee shall be subordinated in right of payment to the Notes or the Note Guarantee, as the case may be, to the same extent as the Debt being Guaranteed;

(o) obligations ofnon-Wholly Owned Foreign Subsidiaries in respect of Disqualified Stock in an aggregate principal amount outstanding at any one time not to exceed $150$12.5 million;

(i)(p) Debt of the Parent Guarantor or a Restricted Subsidiary Incurred(i) in respect of Capital Lease Obligations, Purchase Money Debt and Sale and Leaseback Transactions;providedthat 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 Parent Guarantor’s Consolidated Total Assets;

(j) Debt of any Issuer or any Guarantor consisting of Guarantees of Debt of the Parent Guarantor 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 ObligationsSwap Contracts that are Incurred in the ordinary course of business under Permitted Bond Hedge Transactions(and not for speculative purposes) or (ii) consisting of any Permitted Bond Hedge Transaction or any Permitted Warrant Transaction;

(q)Non-Recourse Debt with respect to any Qualified Securitization Transaction in each case not for speculative purposes;

(m) Debt to the extent that the net proceeds thereof are promptly deposited to defease or to satisfy and discharge the 2023 Notes in each case in accordance with the requirements of the 2023 Notes Indenture;

(n) Permitted Refinancing Debt IncurredGuarantees constituting Standard Securitization Undertakings in respect of Qualified Securitization Transactions;

(r) 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 ofby the Parent Guarantor 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;providedthat such Debt is extinguished within five (5) Business Daysany of its Incurrence;

(q) DebtRestricted Subsidiaries in respect of trade letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts or similar instruments issued to support performance obligations (other than obligations in respect of Debt)or created in the ordinary course of business;provided that the aggregate stated amountbusiness, including in respect of any such trade letters of credit, warehouse receiptsworkers compensation claims, health, disability or similar instruments shall not exceed, as of the date of issuance, amendmentother employee benefits or extension thereof, $15.0 million;property, casualty or liability insurance or self-insurance or other Debt with respect to reimbursement-type obligations regarding workers compensation claims;

(r)(s) 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;

(t) Debt representing deferred compensation to employees of the Parent Guarantor (or any direct or any Subsidiary Incurredindirect parent of the Parent Guarantor) and its Restricted Subsidiaries incurred in the ordinary course of business;

(t)(u) Debt to future, present or former directors, officers, members of management, employees or consultants of the Parent Guarantor or any of its Subsidiaries or their respective estates, heirs, family members, spouses or former spouses to finance the purchase or redemption of Capital Stock of the Parent Guarantor (or any direct or indirect parent of the Parent Guarantor) permitted by clause (h) of the second paragraph of the covenant described under “—Limitation on Restricted Payments”;

(v) Debt of the Parent Guarantor and its Restricted Subsidiaries relating to the Parent Guarantor’s European or Asia Pacific businesses Incurred under, and Guarantees of the Parent Guarantor or a Restricted Subsidiary Incurred in connection with, hypothecations of or Qualified Securitization Transactions with respect to Time Share Receivables relating to resorts within the Parent Guarantor’s European or Asia Pacific businesses;

(w) Guarantees under the Separation and Distribution Agreement or the Intercompany Agreements;

(x) Permitted Refinancing Debt of Debt Incurred pursuant to clause (1) of the first paragraph of this covenant or clauses (a), (j), (k) or this clause (x) of the second paragraph of this covenant; and

(y) all premiumpremiums (if any), interest (including post-petition interest)interest, capitalized interest or interest otherwise payable in kind), fees, expenses, charges and additional or contingent interest on obligations described in paragraphs (a) through (s) above.the foregoing clauses of this definition of Permitted Debt.

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

date the Parent Guarantor or a Restricted Subsidiary, as the case may be, enters into or increases such commitments, either (a) be determined on the date of such revolving credit facility or such increase in commitments (assuming that the full amount thereof has been borrowed as of such date), and, if such Consolidated Fixed Charges Coverage Ratio or Total Leverage Ratio, as applicable, test is satisfied with respect thereto at such time, any borrowing or reborrowing thereunder (and the issuance and creation of letters of credit and bankers’ acceptances thereunder) will be permitted under this covenant irrespective of the Consolidated Fixed Charges Coverage Ratio or the Total Leverage Ratio, as applicable, at the time of any borrowing or reborrowing (or issuance or creation of letters of credit or bankers’ acceptances thereunder) or (b) be determined on the date such amount is borrowed pursuant to any such facility or increased commitment; and

(C)(G) the amount of Debt issued at a price that is less than the principal amount thereof will be equal to the amount of the liability in respect thereof determined on the basis of GAAP.

Accrual of interest, accrual of dividends, the accretion of accreted value, the accretion or amortization of original issue discount, the payment of interest in the form of additional Debt, the payment of dividends in the form of additional shares of Preferred Stock or Disqualified Stock or the reclassification of commitments or obligations not treated as Debt due to a change in GAAP will not be deemed to be an Incurrence of Debt for purposes of the covenant described under this “—Limitation on Debt.”

If at any time an Unrestricted Subsidiary becomes a Restricted Subsidiary, any Debt of such Subsidiary shall be deemed to be Incurred by such Subsidiary as of such date (and, if such Debt is not permitted to be Incurred as of such date under the covenant described under this “—Limitation on Debt,” the Issuer shall be in default of this covenant).

For purposes of determining compliance with any U.S. Dollar-denominated restriction on the Incurrence of Debt, the U.S. Dollar equivalent principal amount of Debt denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was Incurred, in the case of any Refinancingterm debt, or first committed, in the case of revolving credit debt;provided that if such Debt when measuringis Incurred to refinance other Indebtedness denominated in a foreign currency, and such refinancing would cause the outstandingapplicable U.S. Dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such U.S. Dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness does not exceed (a) the principalamount of such Debt such amount shall not include, without duplication,being refinanced plus (b) the aggregate amount of fees, underwriting discounts, accrued and unpaid interest, premiums (including, without limitation, tender premiums) and other costs and expenses (including, without limitation, original issue discount, upfront fees or similar fees) Incurred in connection with such refinancing.

Notwithstanding any other provision of this covenant, the maximum amount of Debt that the Parent Guarantor or a Restricted Subsidiary may Incur pursuant to this covenant shall not be deemed to be exceeded solely as a result of fluctuations in the exchange rate of currencies. The principal amount of any Indebtedness Incurred to refinance other Indebtedness, if Incurred in a different currency from the Indebtedness being refinanced, shall be calculated based on the currency exchange rate applicable to the currencies in which such Refinancing Indebtedness is denominated that is in effect on the date of such refinancing.

The Indenture provides that the Parent Guarantor will not, and will not permit the Issuer or any Subsidiary Guarantor to, directly or indirectly, Incur any Debt that is subordinated or junior in right of payment to any Debt of the Parent Guarantor, the Issuer or such Subsidiary Guarantor, as the case may be, unless such Debt is expressly subordinated in right of payment to the Notes or such Guarantor’s Guarantee to the extent and in the same manner as such Debt is subordinated to other Debt of the Issuer or such Guarantor, as the case may be.

The Indenture does not treat (1) unsecured Debt as subordinated or junior to secured Debt merely because it is unsecured or (2) senior Debt as subordinated or junior to any other senior Debt merely because it has a junior

priority with respect to the same collateral or is secured by different collateral or because it is guaranteed by different obligors.

Limitation on Restricted Payments

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

(a) ano Default or Event of Default shall have occurred and be continuing (or would result therefrom);

(b) the Parent Guarantor 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,”Debt”; or

(c) (c) the aggregate amount of thatsuch Restricted Payment and all other Restricted Payments (including Restricted Payments made pursuant to clause (d) (without duplication) and clause (1) of the next succeeding paragraph, but excluding all other Restricted Payments made pursuant to other clauses of the next succeeding paragraph) 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 not exceed an amount equal to the sum of:of (without duplication):

(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 occurredJuly 1, 2018 to the end of the most recent fiscal quarter of the Parent Guarantor 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,minus100% of such deficit),;provided that such amount shall not be less than zero;plus

(2) 100% of the aggregate Capital Stock Sale Proceeds received after the Issue Date,August 23, 2018;plus

(3) the sum of:

(A) the aggregate Net Cash Proceeds received by the Parent Guarantor or any Restricted Subsidiary from the issuance or sale after the Issue DateAugust 23, 2018 of convertible or exchangeable Debt that has been converted into or exchanged for Capital Stock (other than Disqualified Stock) of the Parent Guarantor, and

(B) the aggregate amount by which Debt of the Parent Guarantor or any Restricted Subsidiary is reduced on the Parent Guarantor’s consolidated balance sheet on or after the Issue

(B) the sale or other disposition (other than to the Parent Guarantor or a Restricted Subsidiary) of the Capital Stock of an Unrestricted Subsidiary or a dividend or distribution from an Unrestricted Subsidiary or any other Person that is not a Restricted Subsidiary,(other than, in each case, 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 constituted a Permitted Investment), in each case, after August 23, 2018, less the cost associated with any such sale or such other Person was made bydisposition;plus

(5) in the case of the redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary or the merger, amalgamation or consolidation of an Unrestricted Subsidiary into the Parent Guarantor or a Restricted Subsidiary pursuant to clause (j)or the transfer of all or substantially all of the second paragraphassets of this covenantan Unrestricted Subsidiary to the Parent Guarantor or a Restricted Subsidiary after August 23, 2018, the Fair Market Value of the Investment in such Unrestricted Subsidiary (or the assets transferred) at the time of the redesignation of such Unrestricted Subsidiary as a Restricted Subsidiary or at the time of such merger, amalgamation, consolidation or transfer of assets, other than to the extent suchthe Investment constituted a Permitted Investment),Investment;plus

(6) an amount equal to the amount calculated pursuant to Section 4.05(c)greater of (x) $350.0 million and (y) 45.0% of Consolidated EBITDA for the Original Indenture through the Issue Date, less the amount of any of Restricted Payments made through the Issue Date by IAC or any of its Restricted Subsidiaries in compliance with Section 4.05 of the Original Indenture.Test Period.

Notwithstanding the foregoing, limitation, the Parent Guarantor and each oflimitations in the Restricted Subsidiaries may:preceding paragraph do not prohibit:

(a) declareany purchase, repurchase, redemption, defeasance or pay dividends on itsother acquisition or retirement of Capital Stock, Disqualified 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 2023 Notes 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 StockSubordinated Obligations of the Parent Guarantor, the Issuer or Subordinated Obligations inany Subsidiary Guarantor made by exchange for, or out of the proceeds of the substantially concurrent contribution to the Capital Stock of the Parent Guarantor or the substantially concurrent sale of, Capital Stock of the Parent Guarantor (other than Disqualified Stock and other than Capital Stock issued or sold to a Restricted Subsidiary of the Parent Guarantor or an employee stock ownership plan or trust established by the Parent Guarantor or any Subsidiaryof its Subsidiaries for the benefit of their employees)employees to the extent such sale to such employee stock ownership plan or trust is financed by loans from or Guaranteed by the Parent Guarantor or any Restricted Subsidiary unless such loans have been repaid with cash on or prior to the date of determination);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

(e) the payment of any dividend or distribution on Disqualified Stock issued pursuant to and in compliance with clause (o) of the covenant described under “—Limitation on Debt”;

(f) (i) the payment of cash in lieu of fractional shares of Capital Stock in connection with any dividend, split or combination thereof or any Permitted Acquisition and (ii) the honoring of any conversion request by a holder of convertible Debt and any cash payments in lieu of fractional shares in connection with any such conversion and any payments on convertible Debt in accordance with its terms;

(g) repurchases of Capital Stock in the ordinary course of business of the Parent Guarantor or any Restricted Subsidiary deemed to occur upon exercise of stock options or warrants if such Capital Stock represents a portion of the exercise price of such options or warrants;

(h) the repurchase, retirement or other acquisition or retirement for value, in good faith, of Capital Stock of the Parent Guarantor held by any future, present or former employee, director, manager, officer or consultant (or any Affiliates, spouses, former spouses, otherimmediate familymembers, successors, executors, administrators, heirs, legatees ordistributees of any of the foregoing)of the Parent Guarantor or any of its Subsidiaries orholding companies pursuant to any employee, management, director or manager equity plan, employee, management, director or manager stock option plan or any other employee, management, director or manager benefit plan or any agreement (including any stock subscription or shareholder agreement) with any employee, director, manager, officer or consultant of the Parent Guarantor or any Subsidiary or holding company;provided that such payments do not exceed the greater of (x) $37.5 million and (y) 5.0% of Consolidated EBITDA for the Test Periodin any calendar year;provided that any unused amounts for any calendar year may be carried forward to the next succeeding calendar year, so long as the aggregate amount of all Restricted Payments made pursuant to this clause (h) in any calendar year (after giving effect to such carry-forwards) shall not exceed the greater of (x) $75.0 million and (y) 10.0% of Consolidated EBITDA for the Test Period;provided,further, that cancellation of Debt owing to the Parent Guarantor or any of its Subsidiaries from members of management of the Parent Guarantor or any of its Restricted Subsidiaries or holding companies in connection with a repurchase of Capital Stock of the Parent Guarantor will not be deemed to constitute a Restricted Payment for purposes of this covenant or any other provision of the indenture;

(i) payments made or expected to be made in respect of withholding or similar taxes payable by any future, present or former employee, director, manager or consultant and any repurchases of Capital Stock in consideration of such payments, including deemed repurchases in connection with the exercise of stock options or warrants and the vesting of restricted stock and restricted stock units;

(j) purchase, defease or otherwise acquire or retire for value any Subordinated Obligations upon a Change of Control or following an Asset Sale, 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,” as applicable, and has repurchased all Notes validly tendered and not withdrawn in connection with such offer to purchase Notes pursuant to the applicable provisions described under “—Repurchase at the Option of Holders Upon a Change of Control” or “—Limitation on Asset Sales”;

(k) the Parent Guarantor or any of its Restricted Subsidiaries may make additional Restricted Payments in an amount not to exceed an amount equal to the greater of (x) $300.0 million and (y) 40.0% of Consolidated EBITDA for the Test Period;provided that no Default or Event of Default has occurred and is continuing or would result therefrom;

(l) Restricted Payments not to exceed 6.0% per annum of the Market Capitalization of the Parent Guarantor;

(m) additional Restricted Payments; provided that, at the time of such Restricted Payment, the Total Leverage Ratio as of the end of the most recently ended Test Period, on a Pro Forma Basis, would be no greater than 3.25 to 1.00 and no Default or Event of Default shall have occurred and be continuing or would result therefrom;

(n) the distribution, by dividend or otherwise, of Capital Stock of an Unrestricted Subsidiary or Debt owed to the Parent Guarantor or a Restricted Subsidiary by an Unrestricted Subsidiary (or a Restricted Subsidiary that owns an Unrestricted Subsidiary;provided that such Restricted Subsidiary has no independent operations or business and owns no assets other than Capital Stock of such Unrestricted Subsidiary);

(o) Restricted Payments made in connection with Transactions;

(p) distributions or payments of Securitization Fees, sales contributions and other transfers of Securitization Assets and purchases of Securitization Assets pursuant to a Securitization Repurchase Obligation, in each case in connection with a Qualified Securitization Transaction;

(q) payments of the premium in respect of, and other performance by the Parent Guarantor of its obligations under, any Permitted Bond Hedge Transaction;

(m)(r) any Restricted Payments and/or payments or deliveries required by the terms of, and other performance by the Parent Guarantor of its obligations under, any Permitted Warrant Transaction (including making payments and/or deliveries due upon exercise and settlement or termination thereof);

(s) distributions or payments by dividend or otherwise, among the Parent Guarantor and

(n) any payments made its Restricted Subsidiaries in connection with the Transactions;provided,however, that sucha Reorganization; and

(t) any Restricted Payments and/or payments shall be excludedor deliveries in the calculationshares of common stock (or other securities or property following a merger event or other change of the amountcommon stock of Restricted Payments.the Parent Guarantor) (and cash in lieu of fractional shares) and/or cash required by the terms of, and other performance by the Parent Guarantor of its obligations under, any convertible Debt (including payments of interest and principal thereon, payments due upon required repurchase thereof and/or payments and deliveries due upon conversion thereof).

For purposes of determining compliance with this covenant, in the event that a Restricted Payment meets the criteria of more than one of the exceptions described in clauses (a) through (l)(t) above, meets any of the criteria of any of the clauses of the definition of “Permitted Investments,” or is permitted pursuant to the first paragraph of this covenant, the Parent Guarantor, in its sole discretion, (x) will classify such Restricted Payment or Permitted Investment on the date of such Restricted Payment or Permitted Investment and may later reclassify such Restricted Payment or Permitted Investment in any manner that complies with this covenant (based on circumstances existing at the time of reclassification), (y) may divide and later redivide the amount of a Restricted Payment among more than one of such clauses or the first paragraph of this covenant and (z) will only be required to include such Restricted Payment or Permitted Investmentany portion thereof in one of such clauses or the first paragraph of this covenant.

The amount of all Restricted Payments (other than cash) shall be the Fair Market Value on the date of such Restricted Payment of the asset(s) or securities proposed to be paid, transferred or issued by the Parent Guarantor or such Restricted Subsidiary, as the case may be, pursuant to such Restricted Payment. The Fair Market Value of any cash Restricted Payment shall be its face amount, and the Fair Market Value of anynon-cash Restricted Payment, property or assets other than cash shall be determined conclusively by the Issuer acting in good faith.

Limitation on Liens

The Parent Guarantor shall not, and shall not permit the Issuer or any Restricted Subsidiary Guarantor to, directly or indirectly, Incur or sufferpermit to exist, any Lien (other than Permitted Liens), upon any of its Propertyproperties or assets (including Capital Stock of a Restricted Subsidiary), whether owned aton the Issue Date or thereafter acquired, or any interest therein or any income or profits therefrom unless either (i) it has made or will make effective provision whereby the 2023 Notes and the Note Guarantees will be secured by that Lien equally and ratably with (or prior to) all other Debt of the Parent GuarantorIssuer or any Restricted SubsidiaryGuarantor secured by that Lien or (ii) in the case of Liens securing Subordinated Obligations of anythe Issuer or any Guarantor, the 2023 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 2023 Notes pursuant to this covenant shall be automatically and unconditionally released and discharged (a) upon the release and discharge of each of the Liens described in clauses (i) and (ii) above or (b) uponabove.

With respect to any Lien securing Debt that was permitted to secure such Debt at the Restricted Subsidiary whose Property is secured bytime of the Incurrence of such Debt, such Lien ceasingshall also be permitted to be a Subsidiarysecure any Increased Amount of such Debt. The “Increased Amount” of any Debt shall mean any increase in the Parent Guarantoramount of such Debt due to any accrual ofinterest, the accretion of accreted value, the accretion of original issue discount or liquidation preference, the payment of interest in accordancethe form of additional Debt with the 2023 Notes Indenture.same terms and increases in the amount of Debt outstanding solely as a result of fluctuations in the exchange rate of currencies or increases in the value of property securing Debt.

Limitation on Asset Sales

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

(a) the Parent GuarantorIssuer or the Restricted Subsidiary receives consideration (including by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise) at the time of the Asset Sale at least equal to the Fair Market Value of the Propertyproperties and assets subject to that Asset Sale;Sale (such Fair Market Value to be determined on the date of contractually agreeing to such Asset Sale); and

(b) at least 75% of the consideration paid to the Parent Guarantor or the Restricted Subsidiary in connection with the Asset Sale is in the form of cash or Cash Equivalents orEquivalents.

For the purposes of this covenant, the following shall be considered to be cash:

(1) the assumption by the purchaser of Debt or other liabilities of the Parent Guarantor or any Restricted Subsidiary (other than Debt or other liabilities that are by their terms subordinated in right of payment to the 2023 Notes or the Note Guarantees) as a result ofand from which the Parent Guarantor and the Restricted Subsidiaries are no longer obligated with respect to those liabilities; andhave been unconditionally released;

(c) the Issuers deliver an Officer’s Certificate to the 2023 Notes Trustee certifying that the Asset Sale complies with the foregoing clauses (a) and (b).

(b) to Repayrepay other Debt (and if the Debt being repaid is revolving credit Debt, to correspondingly permanently reduce commitments with respect thereto) of the Parent Guarantor or a Restricted Subsidiary (other than(excluding (i) Subordinated Obligations and (ii) Debt owed to the Parent Guarantor or an Affiliate of the Parent Guarantor)any Restricted Subsidiary) so long as the Parent GuarantorIssuer shall equally and ratably reduce obligations under the 2023 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 2023 Notes at or above 100% of the principal amount thereof,plus the amount of accrued butand unpaid interest, if any, onto, but not including the amountdate of 2023 Notes that would otherwise be prepaid; orrepurchase;

(c) to reinvest in Additional Assets (including by means of an Investment in Additional Assets by a Restricted Subsidiary equal to the amount ofwith Net Available Cash received by the Parent Guarantor or aanother Restricted Subsidiary); or

(d) any combination of the foregoing;

provided,however, that pending the final application of any such Net Available Cash (or any portion thereof) from Asset Sales fromin accordance with clauses (a), (b), (c) or (d) above, the Parent Guarantor toand its Restricted Subsidiaries may temporarily reduce Debt or otherwise invest such Net Available Cash in any Subsidiary must be reinvested in Additional Assets ofmanner not prohibited by the Parent Guarantor, an Issuer or another Guarantor. The Issuers may, at their option, make a Prepayment Offer (as defined below) using proceeds from any Asset Sale at any time after the consummation of such Asset Sale.indenture.

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 Parent Guarantor earlier elects to so designate shall constitute “Excess Proceeds”;provided,however, that a binding commitment to reinvest in