Exhibit 4.2


 





Execution Version







 





REGISTRATION
RIGHTS AGREEMENT



by and among



Interval Acquisition Corp.

Interval Leisure Group, Inc.



and



the Subsidiary Guarantors listed,

on Schedule I hereto



and



Wells Fargo Securities, LLC





Dated as of April 10, 2015


 




    	 



    	 



    

 


REGISTRATION RIGHTS AGREEMENT


 





This Registration Rights Agreement (this
“Agreement”) is made and entered into as of April 10, 2015, by and among Interval Acquisition Corp., a Delaware corporation
(the “Company”), Interval Leisure Group, Inc., a Delaware corporation (“Parent”), the subsidiary guarantors
listed on Schedule I hereto (the “Subsidiary Guarantors” and, together with Parent, the “Guarantors”),
and Wells Fargo Securities, LLC, as representative (the “Representative”) of the several initial purchasers named on
Exhibit A to the Purchase Agreement referenced below (collectively, the “Initial Purchasers”), each of whom has agreed
to purchase the Company’s 5.625% Senior Notes due 2023 (the “Initial Notes”) fully and unconditionally guaranteed
by the Guarantors (the “Guarantees”) pursuant to the Purchase Agreement (as defined below). The Initial Notes and the
Guarantees attached thereto are herein collectively referred to as the “Initial Securities.”


 


This Agreement is made pursuant to the Purchase
Agreement, dated April 2, 2015 (the “Purchase Agreement”), by and among the Company, the Guarantors and the Representative
(i) for the benefit of the Initial Purchasers and (ii) for the benefit of the holders from time to time of the Initial Securities,
including the Initial Purchasers. In order to induce the Initial Purchasers to purchase the Initial Securities, the Company has
agreed to provide the registration rights set forth in this Agreement. The execution and delivery of this Agreement is a condition
to the obligations of the Initial Purchasers set forth in Section 5(i) of the Purchase Agreement.


 


The parties hereby agree as follows:


 


Section
1.Definitions. As used in this Agreement, the following capitalized terms shall have the following meanings:


 


Additional Interest: As defined in
Section 5 hereof.


 


Additional Interest Payment Date: With
respect to the Initial Securities, each Interest Payment Date.


 


Broker-Dealer: Any broker or dealer
registered under the Exchange Act.


 


Business Day: Any day other than
a Saturday, Sunday or U.S. federal holiday or a day on which banking institutions or trust companies located in New York, New York
are authorized or obligated to be closed.


 


Closing Date: The date of this Agreement.


 


Commission: The Securities and Exchange
Commission.


 


Consummate: A registered Exchange
Offer shall be deemed “Consummated” for purposes of this Agreement upon the occurrence of (i) the filing and effectiveness
under the Securities Act of the Exchange Offer Registration Statement relating to the Exchange Securities to be issued in the Exchange
Offer, (ii) the maintenance of such Registration Statement continuously effective and the keeping of the Exchange Offer open for
a period not less than the minimum period required pursuant to Section 3(b) hereof, and (iii) the delivery by the Company to the
Registrar under the Indenture of Exchange Securities in the same aggregate principal amount as the aggregate principal amount of
Initial Securities that were tendered by Holders thereof pursuant to the Exchange Offer.


 






    	 



    	 



    

 


Exchange Act: The Securities Exchange
Act of 1934, as amended, including the rules and regulations promulgated thereunder.


 


Exchange Offer: The registration
by the Company under the Securities Act of the Exchange Securities pursuant to a Registration Statement pursuant to which the Company
offers the Holders of all outstanding Transfer Restricted Securities the opportunity to exchange all such outstanding Transfer
Restricted Securities held by such Holders for Exchange Securities in an aggregate principal amount equal to the aggregate principal
amount of the Transfer Restricted Securities tendered in such exchange offer by such Holders.


 


Exchange Offer Registration Statement:
The Registration Statement relating to the Exchange Offer, including the related Prospectus.


 


Exchange Securities: The 5.625% Senior
Notes due 2023, of the same series under the Indenture as the Initial Notes and the Guarantees attached thereto, to be issued to
Holders in exchange for Transfer Restricted Securities pursuant to this Agreement.


 


FINRA: Financial Industry Regulatory
Authority.


 


Holders: As defined in Section 2(b)
hereof.


 


Indemnified Holder: As defined in
Section 8(a) hereof.


 


Indenture: The Indenture, dated as
of April 10, 2015, as supplemented or modified from time to time, by and among the Company, the Guarantors and HSBC Bank USA, National
Association, as trustee (the “Trustee”), pursuant to which the Securities are to be issued, as such Indenture is amended
or supplemented from time to time in accordance with the terms thereof.


 


Initial Purchaser: As defined in
the preamble hereto.


 


Initial Notes: As defined in the
preamble hereto.


 


Initial Placement: The issuance and
sale by the Company of the Initial Securities to the Initial Purchasers pursuant to the Purchase Agreement.


 


Initial Securities: As defined in
the preamble hereto.


 


Interest Payment Date: As defined
in the Indenture and the Securities.


 


Person: An individual, partnership,
corporation, trust or unincorporated organization, or a government or agency or political subdivision thereof.


 


Prospectus: The prospectus included
in a Registration Statement, as amended or supplemented by any prospectus supplement and by all other amendments thereto, including
post-effective amendments, and all material incorporated by reference into such Prospectus.


 


Registration Default: As defined
in Section 5 hereof.


 


Registration Statement: Any registration
statement of the Company relating to (a) an offering of Exchange Securities pursuant to an Exchange Offer or (b) the registration
for resale of Transfer Restricted Securities pursuant to the Shelf Registration Statement, which is filed pursuant to the provisions
of this Agreement, in each case, including the Prospectus included therein, all amendments and supplements thereto (including post-effective
amendments) and all exhibits and material incorporated by reference therein.


 






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Securities: The Initial Securities
and the Exchange Securities.


 


Securities Act: The Securities Act
of 1933, as amended, including the rules and regulations promulgated thereunder.


 


Shelf Filing Deadline: As defined
in Section 4(a) hereof.


 


Shelf Registration Statement: As
defined in Section 4(a) hereof.


 


Transfer Restricted Securities: Each
Initial Security, until the earliest to occur of (a) the date on which such Initial Security is exchanged in the Exchange Offer
for an Exchange Security entitled to be resold to the public by the Holder thereof without complying with the prospectus delivery
requirements of the Securities Act, (b) the date on which such Initial Security has been effectively registered under the Securities
Act and disposed of in accordance with a Shelf Registration Statement and (c) the date on which such Initial Security is distributed
to the public by a Broker-Dealer pursuant to the “Plan of Distribution” contemplated by the Exchange Offer Registration
Statement (including delivery of the Prospectus contained therein).


 


Trust Indenture Act: The Trust Indenture
Act of 1939, as amended.


 


Underwritten Registration or Underwritten
Offering: A registration in which securities of the Company are sold to an underwriter for reoffering to the public.


 


Section
2.Securities Subject to this Agreement.


 


(a)Transfer Restricted Securities.
The securities entitled to the benefits of this Agreement are the Transfer Restricted Securities.


 


(b)Holders of Transfer Restricted
Securities. A Person is deemed to be a holder of Transfer Restricted Securities (each, a “Holder”) whenever such
Person owns Transfer Restricted Securities.


 


Section
3.Registered Exchange Offer.


 


(a)Unless the Exchange Offer shall not
be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) hereof have been complied
with), each of the Company and the Guarantors shall use its commercially reasonable efforts to (i) cause to be filed with the Commission
a Registration Statement under the Securities Act relating to the Exchange Securities and the Exchange Offer, (ii) cause such Registration
Statement to become effective, (iii) in connection with the foregoing, file (A) all pre-effective amendments to such Registration
Statement as may be necessary in order to cause such Registration Statement to become effective, (B) if applicable, a post-effective
amendment to such Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in
connection with the registration and qualification of the Exchange Securities to be made under the state securities or blue sky
laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such
Registration Statement, commence the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting registration
of the Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of Initial Securities
held by Broker-Dealers as contemplated by Section 3(c) hereof.


 






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(b)The Company and the Guarantors shall
use their commercially reasonable efforts to cause the Exchange Offer Registration Statement to be effective continuously and shall
keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities
laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 30 days after
the date notice of the Exchange Offer is mailed to the Holders. The Company shall cause the Exchange Offer to comply with all applicable
federal and state securities laws. No securities other than the Exchange Securities shall be included in the Exchange Offer Registration
Statement. The Company shall use its commercially reasonable efforts to cause the Exchange Offer to be Consummated on the earliest
practicable date after the Exchange Offer Registration Statement has become effective, but in no event later than 425 days after
the Closing Date (or if such 425th day is not a Business Day, the next succeeding Business Day).


 


(c)The Company shall indicate in a “Plan
of Distribution” section contained in the Prospectus forming a part of the Exchange Offer Registration Statement that any
Broker-Dealer who holds Initial Securities that are Transfer Restricted Securities and that were acquired for its own account as
a result of market-making activities or other trading activities (other than Transfer Restricted Securities acquired directly from
the Company), may exchange such Initial Securities pursuant to the Exchange Offer; however, such Broker-Dealer may be deemed to
be an “underwriter” within the meaning of the Securities Act and must, therefore, deliver a prospectus meeting the
requirements of the Securities Act in connection with any resales of the Exchange Securities received by such Broker-Dealer in
the Exchange Offer, which prospectus delivery requirement may be satisfied by the delivery by such Broker-Dealer of the Prospectus
contained in the Exchange Offer Registration Statement. Such “Plan of Distribution” section shall also contain all
other information with respect to such resales by Broker-Dealers that the Commission may require in order to permit such resales
pursuant thereto, but such “Plan of Distribution” shall not name any such Broker-Dealer or disclose the amount of Initial
Securities held by any such Broker-Dealer except to the extent required by the Commission as a result of a change in policy after
the date of this Agreement.


 


Each of the Company and the Guarantors shall
use its commercially reasonable efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented
and amended as required by the provisions of Section 6(c) hereof to the extent necessary to ensure that it is available for resales
of Initial Securities acquired by Broker-Dealers for their own accounts as a result of market-making activities or other trading
activities, and to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules
and regulations of the Commission as announced from time to time, for a period ending on the earlier of (i) 90 days from the date
on which the Exchange Offer Registration Statement is declared effective and (ii) the date on which a Broker-Dealer is no longer
required to deliver a prospectus in connection with market-making or other trading activities.


 


The Company shall provide sufficient copies
of the latest version of such Prospectus to Broker-Dealers promptly upon request at any time during such 90-day (or shorter as
provided in the foregoing sentence) period in order to facilitate such resales.


 






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Section
4.Shelf Registration.


 


(a)Shelf Registration. If (i)
the Company is not required to file an Exchange Offer Registration Statement or to consummate the Exchange Offer because the Exchange
Offer is not permitted by applicable law or Commission policy (after the procedures set forth in Section 6(a) hereof have been
complied with), (ii) for any reason the Exchange Offer is not Consummated within 425 days after the Closing Date (or if such 425th
day is not a Business Day, the next succeeding Business Day), or (iii) with respect to any Holder of Transfer Restricted Securities
(A) such Holder is prohibited by applicable law or Commission policy from participating in the Exchange Offer, or (B) such Holder
may not resell the Exchange Securities acquired by it in the Exchange Offer to the public without delivering a prospectus and that
the Prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such
Holder, or (C) such Holder is a Broker-Dealer and holds Initial Securities acquired directly from the Company or one of its affiliates,
then, upon such Holder’s request, the Company and the Guarantors shall:


 


(x)use their commercially
reasonable efforts to cause to be filed a shelf registration statement pursuant to Rule 415 under the Securities Act, which may
be an amendment to the Exchange Offer Registration Statement (in either event, the “Shelf Registration Statement”)
on or prior to the earliest to occur of (1) the 30th day after the date on which the Company determines that it is not required
to file the Exchange Offer Registration Statement, (2) the 30th day after the date on which the Company receives notice from a
Holder of Transfer Restricted Securities as contemplated by clause (iii) above, and (3) the 425th day after the Closing Date (or
if such 425th day is not a Business Day, the next succeeding Business Day) (such earliest date being the “Shelf Filing Deadline”),
which Shelf Registration Statement shall provide for resales of all Transfer Restricted Securities the Holders of which shall have
provided the information required pursuant to Section 4(b) hereof; provided, however, that the Shelf Filing Deadline shall be no
earlier than the 425th day after the Closing Date (or if such 425th day is not a Business Day, the next succeeding Business Day);
and


 


(y)use their commercially
reasonable efforts to cause such Shelf Registration Statement to be declared effective by the Commission on or before the 60th
day after the Shelf Filing Deadline (or if such 60th day is not a Business Day, the next succeeding Business Day).


 


Each of the Company and the Guarantors shall
use its commercially reasonable efforts to keep such Shelf Registration Statement continuously effective, supplemented and amended
as required by the provisions of Sections 6(b) and (c) hereof to the extent necessary to ensure that it is available for resales
of Initial Securities by the Holders of Transfer Restricted Securities entitled to the benefit of this Section 4(a), and to ensure
that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission
as announced from time to time, until the earlier of (a) the second anniversary of the effective date of such Shelf Registration
Statement (or (b) the date all of the Initial Securities covered by such Shelf Registration Statement have been sold pursuant to
such Shelf Registration Statement).


 


(b)Provision by Holders of Certain
Information in Connection with the Shelf Registration Statement. No Holder of Transfer Restricted Securities may include any
of its Transfer Restricted Securities in any Shelf Registration Statement pursuant to this Agreement unless and until such Holder
furnishes to the Company in writing, within 20 Business Days after receipt of a request therefor, such information as the Company
may reasonably request for use in connection with any Shelf Registration Statement or Prospectus or preliminary Prospectus included
therein. Each Holder as to which any Shelf Registration Statement is being effected agrees to furnish promptly to the Company all
information required to be disclosed in order to make the information previously furnished to the Company by such Holder not materially
misleading.


 






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Section
5.Additional Interest. If (i) any Shelf Registration Statement required by this Agreement has not been filed
with the Commission on or prior to the Shelf Filing Date, (ii) any Shelf Registration Statement has not been declared effective
by the Commission on or prior to the date specified for such effectiveness in Section 4(a) of this Agreement, (iii) the Exchange
Offer has not been Consummated within 425 days after the Closing Date (or if such 425th day is not a Business Day, the next succeeding
Business Day) or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter
cease to be effective or fail to be usable for its intended purpose without being succeeded immediately by a post-effective amendment
to such Registration Statement that cures such failure and that is itself immediately declared effective (each such event referred
to in clauses (i) through (iv), a “Registration Default”), the Company hereby agrees that the interest rate borne by
the Transfer Restricted Securities shall be increased by 0.25% per annum during the 90-day period immediately following the occurrence
of any Registration Default and shall increase by 0.25% per annum at the end of each subsequent 90-day period, but in no event
shall such increase exceed 1.00% per annum (“Additional Interest”). Following the cure of all Registration Defaults
relating to any particular Transfer Restricted Securities, the interest rate borne by the relevant Transfer Restricted Securities
will be reduced to the original interest rate borne by such Transfer Restricted Securities; provided, however, that, if
after any such reduction in interest rate, a different Registration Default occurs, the interest rate borne by the relevant Transfer
Restricted Securities shall again be increased pursuant to the foregoing provisions.


 


All obligations of the Company and the Guarantors
set forth in the preceding paragraph that are outstanding with respect to any Transfer Restricted Security at the time such security
ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security
shall have been satisfied in full.


 


Notwithstanding the foregoing, (i) the amount
of Additional Interest payable shall not increase because more than one Registration Default has occurred and is continuing and
(ii) a Holder of Transfer Restricted Securities who is not entitled to the benefits of the Shelf Registration Statement shall not
be entitled to Additional Interest with respect to a Registration Default that pertains to the Shelf Registration Statement.


 


The Additional Interest described in this
Section 5 is the sole and exclusive remedy available to the Holders of the Transfer Restricted Securities due to a Registration
Default.


 


Section
6.Registration Procedures.


 


(a)Exchange Offer Registration Statement.
In connection with the Exchange Offer, the Company and the Guarantors shall comply with all of the provisions of Section 6(c)
hereof, shall use their commercially reasonable efforts to effect such exchange to permit the sale of Transfer Restricted Securities
being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following
provisions:


 


(i)If in the reasonable opinion
of counsel to the Company there is a question as to whether the Exchange Offer is permitted by applicable law, each of the Company
and the Guarantors hereby agrees to seek a no-action letter or other favorable decision from the Commission allowing the Company
and the Guarantors to Consummate an Exchange Offer for such Initial Securities. Each of the Company and the Guarantors hereby agrees
to pursue the issuance of such a decision to the Commission staff level but shall not be required to take commercially unreasonable
action to effect a change of Commission policy. Each of the Company and the Guarantors hereby agrees, however, to (A) participate
in telephonic conferences with the Commission, (B) deliver to the Commission staff an analysis prepared by counsel to the Company
setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and
(C) diligently pursue a favorable resolution by the Commission staff of such submission.


 






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(ii)As a condition to its
participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall
furnish, upon the request of the Company, prior to the Consummation thereof, a written representation to the Company (which may
be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it
is not an affiliate (as such term is defined in Rule 405 under the Securities Act) of the Company, (B) it is not engaged in, and
does not intend to engage in, and has no arrangement or understanding with any Person to participate in, a distribution (within
the meaning of the Securities Act) of the Exchange Securities to be issued in the Exchange Offer, (C) it is acquiring the Exchange
Securities in its ordinary course of business and (D) it shall have made such other representations as may be reasonably necessary
under applicable Commission rules, regulations or interpretations to render the use of Form S-4 or other appropriate form under
the Securities Act available or for the Exchange Offer Registration Statement to be declared effective. In addition, all such Holders
of Transfer Restricted Securities shall otherwise cooperate in the Company’s preparations for the Exchange Offer. Each Holder
hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a distribution
of the securities to be acquired in the Exchange Offer (1) could not under Commission policy as in effect on the date of this Agreement
rely on the position of the Commission enunciated in Morgan Stanley and Co., Inc. (available June 5, 1991) and Exxon
Capital Holdings Corporation (available May 13, 1988), as interpreted in the Commission’s letter to Shearman & Sterling
dated July 2, 1993, and similar no-action letters (which may include any no-action letter obtained pursuant to clause (i) above),
and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary
resale transaction and that such a secondary resale transaction should be covered by an effective registration statement containing
the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K if the resales are of Exchange
Securities obtained by such Holder in exchange for Initial Securities acquired by such Holder directly from the Company.


 


(b)Shelf Registration Statement.
In connection with the Shelf Registration Statement, each of the Company and the Guarantors shall comply with all the provisions
of Section 6(c) hereof and shall use its commercially reasonable efforts to effect such registration to permit the sale of the
Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and pursuant
thereto each of the Company and the Guarantors will as expeditiously as possible prepare and file with the Commission a Registration
Statement relating to the registration on any appropriate form under the Securities Act, which form shall be available for the
sale of the Transfer Restricted Securities in accordance with the intended method or methods of distribution thereof.


 






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(c)General Provisions. In connection
with any Registration Statement and any Prospectus required by this Agreement to permit the sale or resale of Transfer Restricted
Securities (including, without limitation, any Registration Statement and the related Prospectus required to permit resales of
Initial Securities by Broker-Dealers), each of the Company and the Guarantors shall:


 


(i)use its commercially reasonable
efforts to keep such Registration Statement continuously effective and provide all requisite financial statements (including, if
required by the Securities Act or any regulation thereunder, financial statements of the Guarantors for the period specified in
Section 3 or 4 hereof, as applicable; upon the occurrence of any event that would cause any such Registration Statement or the
Prospectus contained therein (A) to contain a material misstatement or omission or (B) not to be effective and usable for resale
of Transfer Restricted Securities during the period required by this Agreement, the Company shall file promptly an appropriate
amendment to such Registration Statement, in the case of clause (A), correcting any such misstatement or omission, and, in the
case of either clause (A) or (B), use its commercially reasonable efforts to cause such amendment to be declared effective and
such Registration Statement and the related Prospectus to become usable for their intended purpose(s) as soon as practicable thereafter;


 


(ii)prepare and file with
the Commission such amendments and post-effective amendments to the applicable Registration Statement as may be necessary to keep
the Registration Statement effective for the applicable period set forth in Section 3 or 4 hereof, as applicable, or such shorter
period as will terminate when all Transfer Restricted Securities covered by such Registration Statement have been sold; cause the
Prospectus to be supplemented by any required Prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under
the Securities Act, and to comply fully with the applicable provisions of Rules 424 and 430A under the Securities Act in a timely
manner; and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such
Registration Statement during the applicable period in accordance with the intended method or methods of distribution by the sellers
thereof set forth in such Registration Statement or supplement to the Prospectus;


 


(iii)advise the underwriter(s),
if any, and selling Holders promptly and, if requested by such Persons, to confirm such advice in writing, (A) when the Prospectus
or any Prospectus supplement or post-effective amendment has been filed, and, with respect to any Registration Statement or any
post-effective amendment thereto, when the same has become effective, (B) of any request by the Commission for amendments to the
Registration Statement or amendments or supplements to the Prospectus or for additional information relating thereto, (C) of the
issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement under the Securities Act
or of the suspension by any state securities commission of the qualification of the Transfer Restricted Securities for offering
or sale in any jurisdiction, or the initiation of any proceeding for any of the preceding purposes, (D) of the existence of any
fact or the happening of any event that makes any statement of a material fact made in the Registration Statement, the Prospectus,
any amendment or supplement thereto, or any document incorporated by reference therein untrue, or that requires the making of any
additions to or changes in the Registration Statement or the Prospectus in order to make the statements therein not misleading.
If at any time the Commission shall issue any stop order suspending the effectiveness of the Registration Statement, or any state
securities commission or other regulatory authority shall issue an order suspending the qualification or exemption from qualification
of the Transfer Restricted Securities under state securities or blue sky laws, each of the Company and the Guarantors shall use
its commercially reasonable efforts to obtain the withdrawal or lifting of such order at the earliest possible time;


 






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(iv)furnish without charge
to each of the Initial Purchasers, each selling Holder named in any Registration Statement, and each of the underwriter(s), if
any, before filing with the Commission, copies of any Registration Statement or any Prospectus included therein or any amendments
or supplements to any such Registration Statement or Prospectus (including all documents incorporated by reference after the initial
filing of such Registration Statement), which documents will be subject to the review and comment of such Holders and underwriter(s)
in connection with such sale, if any, for a period of at least five Business Days, and the Company will not file any such Registration
Statement or Prospectus or any amendment or supplement to any such Registration Statement or Prospectus (including all such documents
incorporated by reference) to which an Initial Purchaser of Transfer Restricted Securities covered by such Registration Statement
or the underwriter(s), if any, shall reasonably object in writing within five Business Days after the receipt thereof (such objection
to be deemed timely made upon confirmation of telecopy transmission within such period). The objection of an Initial Purchaser
or underwriter, if any, shall be deemed to be reasonable if such Registration Statement, amendment, Prospectus or supplement, as
applicable, as proposed to be filed, contains a material misstatement or omission;


 


(v)make available at reasonable
times for inspection by the Initial Purchasers, the managing underwriter(s), if any, participating in any disposition pursuant
to such Registration Statement and any attorney or accountant retained by such Initial Purchasers or any of the underwriter(s),
all financial and other records, pertinent corporate documents and properties of each of the Company and the Guarantors and cause
the Company’s and the Guarantors’ officers, directors and employees to supply all information reasonably requested
by any such Holder, underwriter, attorney or accountant in connection with such Registration Statement or any post-effective amendment
thereto subsequent to the filing thereof and prior to its effectiveness and to participate in meetings with investors to the extent
requested by the managing underwriter(s), if any, in each case as is reasonable and customary for “due diligence” examinations
of issuers of similar size and business as the Company; provided that such Persons shall first agree with the Company that any
information that is designated by the Company as confidential at the time of delivery shall be kept confidential by such Persons
and shall be used solely for the purposes of exercising rights under this Agreement and satisfying “due diligence”
obligations under the Securities Act and such Persons shall not engage in trading any securities of the Company until any material
non-public information becomes properly publicly available; provided that such Person may disclose such confidential information
to the extent (v) disclosure of such information is required by court or administrative order or is requested by regulatory authorities,
(w) disclosure of such information is required by law, including any disclosure requirements pursuant to federal securities laws
in connection with the filing of any Shelf Registration Statement or the use of any Prospectus or Prospectus Supplement referred
to in this Agreement, upon a customary opinion of counsel for such Persons delivered and reasonably satisfactory to the Company,
(x) such information becomes generally available to the public other than as a result of a disclosure or failure to safeguard by
any such Person, (y) such information becomes available to any such Person from a source other than the Company and such source
is not known by such Person to be bound by a confidentiality obligation to the Company or (z) such information is necessary to
establish a due diligence defense; provided, further, that the inspection and information gathering shall be coordinated by a single
party (or a single counsel) on behalf of the parties so inspecting and gathering;


 






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(vi)if requested by any selling
Holders or the underwriter(s), if any, promptly incorporate in any Registration Statement or Prospectus, pursuant to a supplement
or post-effective amendment if necessary, such information as such selling Holders and underwriter(s), if any, may reasonably request
to have included therein, including, without limitation, information relating to the “Plan of Distribution” of the
Transfer Restricted Securities, information with respect to the principal amount of Transfer Restricted Securities being sold to
such underwriter(s), the purchase price being paid therefor and any other terms of the offering of the Transfer Restricted Securities
to be sold in such offering; and make all required filings of such Prospectus supplement or post-effective amendment as soon as
practicable after the Company is notified of the matters to be incorporated in such Prospectus supplement or post-effective amendment;


 


(vii)use commercially reasonable
efforts to cause the Transfer Restricted Securities covered by the Registration Statement to be rated with the appropriate rating
agencies, if so requested by the Holders of a majority in aggregate principal amount of Transfer Restricted Securities covered
thereby or the underwriter(s), if any;


 


(viii)furnish to each Initial
Purchaser, each selling Holder and each of the underwriter(s), if any, without charge, at least one copy of the Registration Statement,
as first filed with the Commission, and of each amendment thereto, including financial statements and schedules, all documents
incorporated by reference therein and all exhibits (including exhibits incorporated therein by reference);


 


(ix)deliver to each selling
Holder and each of the underwriter(s), if any, without charge, as many copies of the Prospectus (including each preliminary prospectus)
and any amendment or supplement thereto as such Persons reasonably may request; each of the Company and the Guarantors hereby consents
to the use of the Prospectus and any amendment or supplement thereto by each of the selling Holders and each of the underwriter(s),
if any, in connection with the offering and the sale of the Transfer Restricted Securities covered by the Prospectus or any amendment
or supplement thereto;


 


(x)in connection with any
Underwritten Offering, enter into such agreements (including an underwriting agreement), and make such customary representations
and warranties, and take all such other actions in connection therewith in order to expedite or facilitate the disposition of the
Transfer Restricted Securities pursuant to any Shelf Registration Statement contemplated by this Agreement with respect to such
Underwritten Offering, all to such extent as may be reasonably requested by any Initial Purchaser or by the Holders of a majority
in aggregate principal amount of Transfer Restricted Securities or underwriter in connection with any sale or resale pursuant to
any Shelf Registration Statement contemplated by this Agreement:


 






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(A)furnish to each Initial Purchaser,
each selling Holder and each underwriter, if any, in such substance and scope as they may request and as are customarily made by
issuers to underwriters in primary underwritten offerings, upon the date of the Consummation of the Exchange Offer or, if applicable,
the effectiveness of the Shelf Registration Statement:


 


(1)a certificate, dated the
date of Consummation of the Exchange Offer or the date of effectiveness of the Shelf Registration Statement, as the case may be,
signed by (y) the President or any Vice President and (z) a principal financial or accounting officer of each of the Company and
the Guarantors, confirming, as of the date thereof, the matters set forth in clauses (i), (ii) and (iii) of Section 5(c) of the
Purchase Agreement and such other matters as such parties may reasonably request;


 


(2)an opinion or opinions,
dated the date of effectiveness of the Shelf Registration Statement of counsel for the Company and the Guarantors, covering the
matters set forth in Section 5(a) of the Purchase Agreement as such matters are applicable in the context of the effectiveness
of the Shelf Registration Statement, if applicable, and such other matter as such parties may reasonably request, and in any event
including a customary statement substantially to the effect that such counsel has participated in conferences with officers and
other representatives of the Company and the Guarantors, representatives of the independent public accountants for the Company
and the Guarantors, representatives of the underwriter(s), if any, and counsel to the underwriter(s), if any, in connection with
the preparation of such Registration Statement and the related Prospectus and have considered the matters required to be stated
therein and the statements contained therein, although such counsel has not independently verified the accuracy, completeness or
fairness of such statements; and that such counsel advises that, on the basis of the foregoing, no facts came to such counsel’s
attention that caused such counsel to believe that the applicable Shelf Registration Statement, at the time such Shelf Registration
Statement or any post-effective amendment thereto became effective, contained an untrue statement of a material fact or omitted
to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or that the
Prospectus contained in such Shelf Registration Statement as of its date, contained an untrue statement of a material fact or omitted
to state a material fact necessary in order to make the statements therein not misleading. Without limiting the foregoing, such
counsel may state further that such counsel assumes no responsibility for, and has not independently verified, the accuracy, completeness
or fairness of the financial statements, notes and schedules and other financial data included in any Shelf Registration Statement
contemplated by this Agreement or the related Prospectus and such other customary matters; and


 


(3)a customary comfort letter,
dated the date of effectiveness of the Shelf Registration Statement, from the Company’s independent accountants, in the customary
form and covering matters of the type customarily requested to be covered in comfort letters by underwriters in connection with
primary underwritten offerings, and covering or affirming the matters set forth in the comfort letters delivered pursuant to Section
5(e) of the Purchase Agreement, without exception;


 






    	11



    	 



    

 


(B)set forth in full or incorporate
by reference in the underwriting agreement, if any, the indemnification provisions and procedures of Section 8 hereof with respect
to all parties to be indemnified pursuant to said Section; and


 


(C)deliver such other documents
and certificates as may be reasonably requested by such parties to evidence compliance with Section 6(c)(xi)(A) hereof and with
any customary conditions contained in the underwriting agreement or other agreement entered into by the Company or any of the Guarantors
pursuant to this Section 6(c)(xi), if any.


 


If at any time the representations
and warranties of the Company and the Guarantors contemplated in Section 6(c)(xi)(A)(1) hereof cease to be true and correct, the
Company or the Guarantors shall so advise the Initial Purchasers and the underwriter(s), if any, and each selling Holder promptly
and, if requested by such Persons, shall confirm such advice in writing;


 


(xi)prior to any public offering
of Transfer Restricted Securities pursuant to a Shelf Registration Statement, cooperate with the selling Holders, the underwriter(s),
if any, and their respective counsel in connection with the registration and qualification of the Transfer Restricted Securities
under the state securities or blue sky laws of such jurisdictions as the selling Holders or underwriter(s), if any, may reasonably
request and do any and all other acts or things necessary or advisable to enable the disposition in such jurisdictions of the Transfer
Restricted Securities covered by the Shelf Registration Statement; provided, however, that none of the Company or the Guarantors
shall be required to register or qualify as a foreign corporation where it is not then so qualified or to take any action that
would subject it to the service of process in suits or to taxation, other than those arising out of the offering or sale of the
Transfer Restricted Securities, in any juris-diction where it is not then so subject;


 


(xii)shall issue, upon the
request of any Holder of Initial Securities covered by the Shelf Registration Statement, Exchange Securities having an aggregate
principal amount equal to the aggregate principal amount of Initial Securities surrendered to the Company by such Holder in exchange
therefor or being sold by such Holder; such Exchange Securities to be registered in the name of such Holder or in the name of the
purchaser(s) of such Securities, as the case may be; in return, the Initial Securities held by such Holder shall be surrendered
to the Company for cancellation;


 


(xiii)cooperate with the selling
Holders and the underwriter(s), if any, to facilitate the timely preparation and delivery of certificates representing Transfer
Restricted Securities to be sold and not bearing any restrictive legends; and enable such Transfer Restricted Securities to be
in such denominations and registered in such names as the Holders or the underwriter(s), if any, may request at least two Business
Days prior to any sale of Transfer Restricted Securities made by such Holders or underwriter(s);


 


(xiv)use its commercially
reasonable efforts to cause the Transfer Restricted Securities covered by the Registration Statement to be registered with or approved
by such other governmental agencies or authorities as may be necessary to enable the seller or sellers thereof or the underwriter(s),
if any, to consummate the disposition of such Transfer Restricted Securities, subject to the proviso contained in Section 6(c)(xii)
hereof;


 






    	12



    	 



    

 


(xv)if any fact or event contemplated
by Section 6(c)(iii)(D) hereof shall exist or have occurred, prepare a supplement or post-effective amendment to the Registration
Statement or related Prospectus or any document incorporated therein by reference or file any other required document so that,
as thereafter delivered to the purchasers of Transfer Restricted Securities, the Prospectus will not contain an untrue statement
of a material fact or omit to state any material fact necessary in order to make the statements therein not misleading;


 


(xvi)provide a CUSIP number
for all Securities not later than the effective date of the Registration Statement covering such Securities and provide the Trustee
under the Indenture with printed certificates for such Securities which are in a form eligible for deposit with the Depository
Trust Company and take all other action necessary to ensure that all such Securities are eligible for deposit with the Depository
Trust Company;


 


(xvii)cooperate and assist
in any filings required to be made with FINRA and in the performance of any due diligence investigation by any underwriter (including
any “qualified independent underwriter”) that is required to be retained in accordance with the rules and regulations
of FINRA;


 


(xviii)otherwise use its commercially
reasonable efforts to comply with all applicable rules and regulations of the Commission, and make generally available to its security
holders, as soon as practicable, a consolidated earnings statement meeting the requirements of Rule 158 (which need not be audited)
for the twelve-month period (A) commencing at the end of any fiscal quarter in which Transfer Restricted Securities are sold to
underwriters in a firm commitment or commercially reasonable efforts Underwritten Offering or (B) if not sold to underwriters in
such an offering, beginning with the first month of the Company’s first fiscal quarter commencing after the effective date
of the Registration Statement;


 


(xix)cause the Indenture to
be qualified under the Trust Indenture Act not later than the effective date of the first Registration Statement required by this
Agreement, and, in connection therewith, cooperate with the Trustee and the Holders of Securities to effect such changes to the
Indenture as may be required for such Indenture to be so qualified in accordance with the terms of the Trust Indenture Act; and
to execute and use its commercially reasonable efforts to cause the Trustee to execute, all documents that may be required to effect
such changes and all other forms and documents required to be filed with the Commission to enable such Indenture to be so qualified
in a timely manner;


 


(xx)cause all Securities covered
by the Registration Statement to be listed on each securities exchange or automated quotation system on which similar securities
issued by the Company are then listed if requested by the Holders of a majority in aggregate principal amount of Initial Securities
or the managing underwriter(s), if any; and


 


(xxi)provide promptly to each
Holder upon request each document filed with the Commission pursuant to the requirements of Section 13 and Section 15 of the Exchange
Act.


 






    	13



    	 



    

 


Each Holder agrees by acquisition of a Transfer
Restricted Security that, upon receipt of any notice from the Company of the existence of any fact of the kind described in Section
6(c)(iii)(D) hereof, such Holder will forthwith discontinue disposition of Transfer Restricted Securities pursuant to the applicable
Registration Statement until such Holder’s receipt of the copies of the supplemented or amended Prospectus contemplated by
Section 6(c)(xvi) hereof, or until it is advised in writing (the “Advice”) by the Company that the use of the Prospectus
may be resumed, and has received copies of any additional or supplemental filings that are incorporated by reference in the Prospectus.
If so directed by the Company, each Holder will deliver to the Company (at the Company’s expense) all copies, other than
permanent file copies then in such Holder’s possession, of the Prospectus covering such Transfer Restricted Securities that
was current at the time of receipt of such notice. In the event the Company shall give any such notice, the time period regarding
the effectiveness of such Registration Statement set forth in Section 3 or 4 hereof, as applicable, shall be extended by the number
of days during the period from and including the date of the giving of such notice pursuant to Section 6(c)(iii)(D) hereof to and
including the date when each selling Holder covered by such Registration Statement shall have received the copies of the supplemented
or amended Prospectus contemplated by Section 6(c)(xvi) hereof or shall have received the Advice; provided, however, that
no such extension shall be taken into account in determining whether Additional Interest is due pursuant to Section 5 hereof or
the amount of such Additional Interest, it being agreed that the Company’s option to suspend use of a Registration Statement
pursuant to this paragraph shall be treated as a Registration Default for purposes of Section 5 hereof.


 


Section
7.Registration Expenses.


 


(a)All expenses incident to the Company’s
and the Guarantors’ performance of or compliance with this Agreement will be borne by the Company and the Guarantors, jointly
and severally, regardless of whether a Registration Statement becomes effective, including, without limitation: (i) all registration
and filing fees and expenses (including filings made by any Initial Purchaser or Holder with FINRA (and, if applicable, the fees
and expenses of any “qualified independent underwriter” and its counsel that may be required by the rules and regulations
of FINRA)); (ii) all fees and expenses of compliance with federal securities and state securities or blue sky laws; (iii) all expenses
of printing (including printing certificates for the Exchange Securities to be issued in the Exchange Offer and printing of Prospectuses),
messenger and delivery services and telephone; (iv) all fees and disbursements of counsel for the Company, the Guarantors and,
subject to Section 7(b) hereof, the Holders of Transfer Restricted Securities; (v) all application and filing fees in connection
with listing the Exchange Securities on a securities exchange or automated quotation system pursuant to the requirements thereof;
and (vi) all fees and disbursements of independent certified public accountants of the Company and the Guarantors (including the
expenses of any special audit and comfort letters required by or incident to such performance).


 


Each of the Company and the Guarantors will,
in any event, bear its internal expenses (including, without limitation, all salaries and expenses of its officers and employees
performing legal or accounting duties), the expenses of any annual audit and the fees and expenses of any Person, including special
experts, retained by the Company or the Guarantors.


 


(b)In connection with any Registration
Statement required by this Agreement (including, without limitation, the Exchange Offer Registration Statement and the Shelf Registration
Statement), the Company and the Guarantors, jointly and severally, will reimburse the Initial Purchasers and the Holders of Transfer
Restricted Securities being tendered in the Exchange Offer and/or resold pursuant to the “Plan of Distribution” contained
in the Exchange Offer Registration Statement or registered pursuant to the Shelf Registration Statement, as applicable, for the
reasonable fees and disbursements of not more than one counsel, who shall be Cahill Gordon & Reindel llp
or such other counsel as may be chosen by the Holders of a majority in principal amount of the Transfer Restricted Securities for
whose benefit such Registration Statement is being prepared.


 






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Section
8.Indemnification.


 


(a)The Company and the Guarantors, jointly
and severally, agree to indemnify and hold harmless (i) each Holder and (ii) each Person, if any, who controls (within the meaning
of Section 15 of the Securities Act or Section 20 of the Exchange Act) any Holder (any of the Persons referred to in this clause
(ii) being hereinafter referred to as a “controlling person”) and (iii) the respective officers, directors, partners,
employees, representatives and agents of any Holder or any controlling person (any Person referred to in clause (i), (ii) or (iii)
may hereinafter be referred to as an “Indemnified Holder”), to the fullest extent lawful, from and against any and
all losses, claims, damages, liabilities, judgments, actions and expenses (including, without limitation, and as incurred, reimbursement
of all reasonable costs of investigating, preparing, pursuing, settling, compromising, paying or defending any claim or action,
or any investigation or proceeding by any governmental agency or body, commenced or threatened, including the reasonable fees and
expenses of counsel to any Indemnified Holder), joint or several, directly or indirectly caused by, related to, based upon, arising
out of or in connection with any untrue statement or alleged untrue statement of a material fact contained in any Registration
Statement or Prospectus (or any amendment or supplement thereto), or any omission or alleged omission to state therein a material
fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims,
damages, liabilities or expenses are caused by an untrue statement or omission or alleged untrue statement or omission that is
made in reliance upon and in conformity with information relating to any of the Holders furnished in writing to the Company by
any of the Holders expressly for use therein. This indemnity agreement shall be in addition to any liability which the Company
or any of the Guarantors may otherwise have.


 


In case any action or proceeding (including
any governmental or regulatory investigation or proceeding) shall be brought or asserted against any of the Indemnified Holders
with respect to which indemnity may be sought against the Company or the Guarantors, such Indemnified Holder (or the Indemnified
Holder controlled by such controlling person) shall promptly notify the Company and the Guarantors in writing; provided, however,
that the failure to give such notice shall not relieve any of the Company or the Guarantors of its obligations pursuant to this
Agreement. Such Indemnified Holder shall have the right to employ its own counsel in any such action and the fees and expenses
of such counsel shall be paid, as incurred, by the Company and the Guarantors (regardless of whether it is ultimately determined
that an Indemnified Holder is not entitled to indemnification hereunder). The Company and the Guarantors shall not, in connection
with any one such action or proceeding or separate but substantially similar or related actions or proceedings in the same jurisdiction
arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate
firm of attorneys (in addition to any local counsel) at any time for such Indemnified Holders, which firm shall be designated by
the Holders. The Company and the Guarantors shall be liable for any settlement of any such action or proceeding effected with the
Company’s and the Guarantors’ prior written consent, which consent shall not be withheld unreasonably, and each of
the Company and the Guarantors agrees to indemnify and hold harmless any Indemnified Holder from and against any loss, claim, damage,
liability or expense by reason of any settlement of any action effected with the written consent of the Company and the Guarantors.
The Company and the Guarantors shall not, without the prior written consent of each Indemnified Holder, settle or compromise or
consent to the entry of judgment in or otherwise seek to terminate any pending or threatened action, claim, litigation or proceeding
in respect of which indemnification or contribution may be sought hereunder (whether or not any Indemnified Holder is a party thereto),
unless such settlement, compromise, consent or termination includes an unconditional release of each Indemnified Holder from all
liability arising out of such action, claim, litigation or proceeding.


 






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(b)Each Holder of Transfer Restricted
Securities agrees, severally and not jointly, to indemnify and hold harmless the Company, the Guarantors and their respective directors,
officers of the Company and the Guarantors who sign a Registration Statement, and any Person controlling (within the meaning of
Section 15 of the Securities Act or Section 20 of the Exchange Act) the Company or any of the Guarantors, and the respective officers,
directors, partners, employees, representatives and agents of each such Person, to the same extent as the foregoing indemnity from
the Company and the Guarantors to each of the Indemnified Holders, but only with respect to claims and actions based on information
relating to such Holder furnished in writing by such Holder expressly for use in any Registration Statement. In case any action
or proceeding shall be brought against the Company, the Guarantors or their respective directors or officers or any such controlling
person in respect of which indemnity may be sought against a Holder of Transfer Restricted Securities, such Holder shall have the
rights and duties given the Company and the Guarantors, and the Company, the Guarantors, their respective directors and officers
and such controlling person shall have the rights and duties given to each Holder by the preceding paragraph.


 


(c)If the indemnification provided for
in this Section 8 is unavailable to an indemnified party under Section 8(a) or (b) hereof (other than by reason of exceptions provided
in those Sections) in respect of any losses, claims, damages, liabilities, judgments, actions or expenses referred to therein,
then each applicable indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or
payable by such indemnified party as a result of such losses, claims, damages, liabilities or expenses in such proportion as is
appropriate to reflect the relative benefits received by the Company and the Guarantors, on the one hand, and the Holders, on the
other hand, from the Initial Placement (which in the case of the Company and the Guarantors shall be deemed to be equal to the
total gross proceeds to the Company and the Guarantors from the Initial Placement), the amount of Additional Interest which did
not become payable as a result of the filing of the Registration Statement resulting in such losses, claims, damages, liabilities,
judgments actions or expenses, and such Registration Statement, or if such allocation is not permitted by applicable law, the relative
fault of the Company and the Guarantors, on the one hand, and the Holders, on the other hand, in connection with the statements
or omissions which resulted in such losses, claims, damages, liabilities or expenses, as well as any other relevant equitable considerations.
The relative fault of the Company on the one hand and of the Indemnified Holder on the other shall be determined by reference to,
among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state
a material fact relates to information supplied by the Company or any of the Guarantors, on the one hand, or the Indemnified Holders,
on the other hand, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent
such statement or omission. The amount paid or payable by a party as a result of the losses, claims, damages, liabilities and expenses
referred to above shall be deemed to include, subject to the limitations set forth in the second paragraph of Section 8(a) hereof,
any legal or other fees or expenses reasonably incurred by such party in connection with investigating or defending any action
or claim.


 






    	16



    	 



    

 


The Company, the Guarantors and each Holder
of Transfer Restricted Securities agree that it would not be just and equitable if contribution pursuant to this Section 8(c) were
determined by pro rata allocation (even if the Holders were treated as one entity for such purpose) or by any other method of allocation
which does not take account of the equitable considerations referred to in the immediately preceding paragraph. The amount paid
or payable by an indemnified party as a result of the losses, claims, damages, liabilities or expenses referred to in the immediately
preceding paragraph shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably
incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the
provisions of this Section 8, none of the Holders (and its related Indemnified Holders) shall be required to contribute, in the
aggregate, any amount in excess of the amount by which the total discount received by such Holder with respect to the Initial Securities
exceeds the amount of any damages which such Holder has otherwise been required to pay by reason of such untrue or alleged untrue
statement or omission or alleged omission. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f)
of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.
The Holders’ obligations to contribute pursuant to this Section 8(c) are several in proportion to the respective principal
amount of Initial Securities held by each of the Holders hereunder and not joint.


 


Section
9.Rule 144A. Each of the Company and the Guarantors hereby agrees with each Holder, for so long as any Transfer
Restricted Securities remain outstanding, to make available to any Holder or beneficial owner of Transfer Restricted Securities
in connection with any sale thereof and any prospective purchaser of such Transfer Restricted Securities from such Holder or beneficial
owner, the information required by Rule 144A(d)(4) under the Securities Act in order to permit resales of such Transfer Restricted
Securities pursuant to Rule 144A under the Securities Act.


 


Section
10.Participation in Underwritten Registrations. No Holder may participate in any Underwritten Registration hereunder
unless such Holder (a) agrees to sell such Holder’s Transfer Restricted Securities on the basis provided in any underwriting
arrangements approved by the Persons entitled hereunder to approve such arrangements and (b) completes and executes all reasonable
questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the
terms of such underwriting arrangements.


 


Section
11.Selection of Underwriters. The Holders of Transfer Restricted Securities covered by the Shelf Registration
Statement who desire to do so may sell such Transfer Restricted Securities in an Underwritten Offering. In any such Underwritten
Offering, the investment banker(s) and managing underwriter(s) that will administer such offering will be selected by the Holders
of a majority in aggregate principal amount of the Transfer Restricted Securities included in such offering; provided, however,
that such investment banker(s) and managing underwriter(s) must be reasonably satisfactory to the Company.


 


Section
12.Miscellaneous.


 


(a)Remedies. Each of the Company
and the Guarantors hereby agrees that monetary damages would not be adequate compensation for any loss incurred by reason of a
breach by it of the provisions of this Agreement and hereby agree to waive the defense in any action for specific performance that
a remedy at law would be adequate.


 






    	17



    	 



    

 


(b)No Inconsistent Agreements. Each
of the Company and the Guarantors will not on or after the date of this Agreement enter into any agreement with respect to its
securities that is inconsistent with the rights granted to the Holders in this Agreement or otherwise conflicts with the provisions
hereof. Neither the Company nor any of the Guarantors has not previously entered into any agreement granting any registration rights
with respect to its securities to any Person. The rights granted to the Holders hereunder do not in any way conflict with and are
not inconsistent with the rights granted to the holders of the Company’s or any of the Guarantors’ securities under
any agreement in effect on the date hereof.


 


(c)Adjustments Affecting the Securities.
The Company will not take any action, or permit any change to occur, with respect to the Securities that would materially and
adversely affect the ability of the Holders to Consummate any Exchange Offer.


 


(d)Amendments and Waivers. The
provisions of this Agreement may not be amended, modified or supplemented, and waivers or consents to or departures from the provisions
hereof may not be given unless the Company has (i) in the case of Section 5 hereof and this Section 12(d)(i), obtained the written
consent of Holders of all outstanding Transfer Restricted Securities and (ii) in the case of all other provisions hereof, obtained
the written consent of Holders of a majority of the outstanding principal amount of Transfer Restricted Securities (excluding any
Transfer Restricted Securities held by the Company or its Affiliates). Notwithstanding the foregoing, a waiver or consent to departure
from the provisions hereof that relates exclusively to the rights of Holders whose securities are being tendered pursuant to the
Exchange Offer and that does not affect directly or indirectly the rights of other Holders whose securities are not being tendered
pursuant to such Exchange Offer may be given by the Holders of a majority of the outstanding principal amount of Transfer Restricted
Securities being tendered or registered; provided, however, that, with respect to any matter that directly or indirectly
affects the rights of any Initial Purchaser hereunder, the Company shall obtain the written consent of each such Initial Purchaser
with respect to which such amendment, qualification, supplement, waiver, consent or departure is to be effective.


 


(e)Notices. All notices and other
communications provided for or permitted hereunder shall be made in writing by hand-delivery, first-class mail (registered or certified,
return receipt requested), telex, telecopier, or air courier guaranteeing overnight delivery:


 


(i)if to a Holder, at the
address set forth on the records of the Registrar under the Indenture, with a copy to the Registrar under the Indenture; and


 





	 	(ii) if to the Company: 
	 	 	 
	 	 	Interval Acquisition Corp.
	 	 	6262 Sunset Drive
	 	 	Miami, Florida 33143
	 	 	Telecopier No.: (305) 667-2072
	 	 	Attention: Victoria J. Kincke
	 	 	 
	 	 	With a copy to:
	 	 	 
	 	 	Holland & Knight LLP
	 	 	515 East Las Olas Boulevard, Suite 1200
	 	 	Fort Lauderdale, FL 33301
	 	 	Telecopier No.: (954) 463-2030
	 	 	Attention: Tammy Knight


 






    	18



    	 



    

 





All such notices and communications shall
be deemed to have been duly given: at the time delivered by hand, if personally delivered; five Business Days after being deposited
in the mail, postage prepaid, if mailed; when answered back, if telexed; when receipt acknowledged, if telecopied; and on the next
Business Day, if timely delivered to an air courier guaranteeing overnight delivery.


 


Copies of all such notices, demands or other
communications shall be concurrently delivered by the Person giving the same to the Trustee at the address specified in the Indenture.


 


(f)Successors and Assigns. This
Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties, including, without
limitation, and without the need for an express assignment, subsequent Holders of Transfer Restricted Securities; provided,
however, that this Agreement shall not inure to the benefit of or be binding upon a successor or assign of a Holder unless
and to the extent such successor or assign acquired Transfer Restricted Securities from such Holder.


 


(g)Counterparts. This Agreement
may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed
shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.


 


(h)Headings. The headings in
this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.


 


(i)Governing Law. THIS AGREEMENT
SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CONFLICTS OF LAW
RULES THEREOF.


 


(j)Severability. In the event
that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal
or unenforceable, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions
contained herein shall not be affected or impaired thereby.


 


(k)Entire Agreement. This Agreement
is intended by the parties as a final expression of their agreement and intended to be a complete and exclusive statement of the
agreement and understanding of the parties hereto in respect of the subject matter contained herein. There are no restrictions,
promises, warranties or undertakings, other than those set forth or referred to herein with respect to the registration rights
granted by the Company with respect to the Transfer Restricted Securities. This Agreement supersedes all prior agreements and understandings
between the parties with respect to such subject matter.


 




    	19



    	 



    

 


IN WITNESS WHEREOF, the parties have executed
this Agreement as of the date first written above.


 





	 	Interval Acquisition Corp.
	 	 	 
	 	By  	/s/ Jeanette E. Marbert
	 	 	Name:  Jeanette E. Marbert
	 	 	Title:    Executive Vice President and
	 	 	Chief Operating Officer
	 	 	 
	 	INTERVAL LEISURE GROUP, INC.
	 	 	 
	 	By  	/s/ Jeanette E. Marbert
	 	 	Name:  Jeanette E. Marbert
	 	 	Title:    Executive Vice President and
	 	 	Chief Operating Officer







 










    	[Signature Page to the Registration Rights Agreement]



    	 



    

 


AHR HOSPITALITY PARTNERS, INC.


AQUA HOSPITALITY LLC


AQUA HOTELS AND RESORTS, INC.


CDP GP, INC.


CERROMAR DEVELOPMENT PARTNERS GP, INC.


GRAND ASPEN HOLDINGS, LLC


GRAND ASPEN LODGING, LLC


HT-HIGHLANDS, INC.


HTS-BC, L.L.C.


HTS-BEACH HOUSE, INC.


HTS-BEACH HOUSE PARTNER, L.L.C.


HTS COCONUT POINT, INC.


HTS-GROUND LAKE TAHOE, INC.


HTS-KEY WEST, INC.


HTS-KW, INC.


HTS-LAKE TAHOE, INC.


HTS-LOAN SERVICING, INC.


HTS-MAIN STREET STATION, INC.


HTS-MAUI, L.L.C.


HTS-SAN ANTONIO, L.L.C.


HTS-SEDONA, INC.


HTS-SUNSET HARBOR PARTNER, L.L.C.


HTS-WINDWARD POINTE PARTNER, L.L.C.


HV GLOBAL GROUP, INC.


HV GLOBAL MANAGEMENT CORPORATION


HV GLOBAL MARKETING CORPORATION


INTERVAL HOLDINGS, INC. 


INTERVAL INTERNATIONAL, INC.


INTERVAL RESORT & FINANCIAL SERVICES, INC.


OWNERS’ RESORTS AND EXCHANGE, INC.


S.O.I. ACQUISITION CORP.


VACATION OWNERSHIP LENDING GP, INC.


VACATION RESORTS INTERNATIONAL


VOL GP, INC.


WINDWARD POINTE II, L.L.C.


WORLDWIDE VACATION & TRAVEL, INC.


 








	By   	/s/  Jeanette E. Marbert	 
	Name: 	 Jeanette E. Marbert	 
	Title:    	Executive Vice President	 










 




    	[Signature Page to the Registration Rights Agreement]



    	 



    

 





	IIC HOLDINGS, INCORPORATED	 
	ILG INTERNATIONAL HOLDINGS, INC. 	 
	INTERVAL SOFTWARE SERVICES, LLC	 
	MANAGEMENT ACQUISITION HOLDINGS, LLC	 
	RESORT SALES SERVICES, INC.	 
	 	 	 
	By 	/s/ Jeanette E. Marbert	 
	Name:  	Jeanette E. Marbert	 
	Title:    	President	 
	 	 	 
	ILG MANAGEMENT, LLC	 
	 	 	 
	By 	/s/ Jeanette E. Marbert	 
	Name:  	Jeanette E. Marbert	 
	Title:    	Manager	 
	 	 	 
	AQUA HOTELS & RESORTS, LLC	 
	DIAMOND HEAD MANAGEMENT, LLC	 
	HOTEL MANAGEMENT SERVICES, LLC	 
	KAI MANAGEMENT SERVICES LLC	 
	 	 	 
	By:  Aqua Hospitality LLC, as manager	 
	 	 	 
	By 	/s/ Jeanette E. Marbert	 
	Name:  	Jeanette E. Marbert	 
	Title:    	Executive Vice President	 
	 	 	 
	AQUA HOTELS AND RESORTS OPERATOR LLC	 
	AQUA LUANA OPERATOR LLC	 
	 	 	 
	By:  Aqua Hospitality LLC, as managing member	 
	 	 	 
	By 	/s/ Jeanette E. Marbert	 
	Name:  	Jeanette E. Marbert	 
	Title:    	Executive Vice President	 







 




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	ASTON HOTELS & RESORTS, LLC	 
	ASTON HOTELS & RESORTS FLORIDA, LLC	 
	MAUI CONDO AND HOME, LLC	 
	RQI HOLDINGS, LLC	 
	 	 	 
	By:	/s/ Victoria J. Kincke	 
	Name:  	Victoria J. Kincke	 
	Title:    	Manager	 
	 	 	 
	BEACH HOUSE DEVELOPMENT PARTNERSHIP	 
	 	 	 
	By:  HTS-Beach House, Inc., as general partner	 
	 	 	 
	By 	/s/ Jeanette E. Marbert	 
	Name:  	Jeanette E. Marbert	 
	Title:    	Executive Vice President	 
	 	 	 
	CDP INVESTORS L.P.	 
	 	 	 
	By:  CDP GP, Inc., as general partner	 
	 	 	 
	By 	/s/ Jeanette E. Marbert	 
	Name:  	Jeanette E. Marbert	 
	Title:    	Executive Vice President	 
	 	 	 
	CERROMAR DEVELOPMENT PARTNERS, L.P., S.E.	 
	By:  Cerromar Development Partners GP, Inc., as general partner	 
	 	 	 
	By 	/s/ Jeanette E. Marbert	 
	Name:  	Jeanette E. Marbert	 
	Title:   	 Executive Vice President	 
	 	 	 
	HIGHLANDS INN INVESTORS II, L.P.	 
	 	 	 
	By:  HT-Highlands, Inc., as general partner	 
	 	 	 
	By 	/s/ Jeanette E. Marbert	 
	Name:  	Jeanette E. Marbert	 
	Title:    	Executive Vice President	 













 



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	HTS-SAN ANTONIO, L.P.	 
	 	 	 
	By:  HTS-San Antonio, Inc., as general partner	 
	 	 	 
	By 	/s/ Victoria J. Kincke	 
	Name: 	 Victoria J. Kincke	 
	Title:    	Senior Vice President and Secretary	 
	 	 	 
	HTS-SAN ANTONIO, INC.	 
	HTS-WILD OAK RANCH BEVERAGE, LLC	 
	MERIDIAN FINANCIAL SERVICES, INC.	 
	TRADING PLACES INTERNATIONAL, LLC 	 
	 	 	 
	By 	/s/ Victoria J. Kincke	 
	Name:  	Victoria J. Kincke	 
	Title:    	Senior Vice President and Secretary	 
	 	 	 
	HVC-HIGHLANDS, L.L.C.	 
	 	 	 
	By:  HT-Highlands, Inc., as general partner of Highlands Inn Investors II, L.P., the sole member	 
	 	 	 
	By 	/s/ Jeanette E. Marbert	 
	Name:  	Jeanette E. Marbert	 
	Title:    	Executive Vice President	 
	KEY WESTER LIMITED	 
	By:  HTS-KW, Inc., as general partner	 
	 	 	 
	By 	/s/ Jeanette E. Marbert	 
	Name:  	Jeanette E. Marbert	 
	Title:    	Executive Vice President	 
	 	 	 
	MERAGON FINANCIAL SERVICES, INC.	 
	 	 	 
	By 	/s/ Gregory B. Sheperd	 
	Name:  	Gregory B. Sheperd	 
	Title:   	 President	 
	 	 	 



  



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	PARADISE VACATION ADVENTURES, LLC	 
	 	 	 
	By:  Trading Places International, LLC, as sole member	 
	 	 	 
	By 	/s/ Victoria J. Kincke	 
	Name:  	Victoria J. Kincke	 
	Title:  	Senior Vice President and Secretary	 





 





	REP HOLDINGS, LTD.	 
	 	 	 
	By 	/s/ Victoria J. Kincke	 
	Name:  	Victoria J. Kincke	 
	Title:    	Secretary	 
	 	 	 
	RESORT MANAGEMENT FINANCE SERVICES, INC.	 
	 	 	 
	By 	/s/ Michele Keusch	 
	Name:  Michele Keusch	 
	Title:    President	 
	 	 	 
	SUNSET HARBOR DEVELOPMENT PARTNERSHIP	 
	 	 	 
	By:  HTS-Key West, Inc., as general partner	 
	 	 	 
	By 	/s/ Jeanette E. Marbert	 
	Name:  Jeanette E. Marbert	 
	Title:    Executive Vice President	 
	 	 	 
	VACATION OWNERSHIP LENDING L.P.	 
	 	 	 
	By:  Vacation Ownership Lending GP, Inc., as general partner	 
	 	 	 
	By 	/s/ Jeanette E. Marbert	 
	Name:  Jeanette E. Marbert	 
	Title:    Executive Vice President	 
	 	 	 
	VOL INVESTORS, L.P.	 
	 	 	 
	By:  VOL GP, Inc., as general partner	 
	 	 	 
	By 	/s/ Jeanette E. Marbert	 
	Name:  Jeanette E. Marbert	 
	Title:    Executive Vice President	 







 










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Execution Version







The foregoing Registration Rights Agreement
is hereby confirmed and accepted as of the date first above written:









	WELLS FARGO SECURITIES, LLC	 
	 	 	 
	By:  	/s/ Nicholas Grocholski	 
	 	Name:  Nicholas Grocholski	 
	 	Title:   Vice President	 







 







    	 



    	 



    

 


Schedule I


 


Subsidiary Guarantors