EX-10.16



 Exhibit 10.16 

EXECUTION COPY 
 AMENDMENT
NO. 5 TO 
 RECEIVABLES LOAN AGREEMENT 

This AMENDMENT NO. 5 TO RECEIVABLES LOAN AGREEMENT, effective as of October 4, 2016 (this “Amendment”), is executed by
and among HILTON GRAND VACATIONS TRUST I LLC, a Delaware limited liability company (together with its successors and assigns, the “Borrower”), WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as Paying Agent
and Securities Intermediary, the financial institutions signatory hereto as Managing Agents, the financial institutions signatory hereto as Committed Lenders and DEUTSCHE BANK SECURITIES, INC., as Administrative Agent. Capitalized terms used, but
not otherwise defined herein, shall have the meanings ascribed thereto in the “Receivables Loan Agreement” (defined below). 

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

WHEREAS, as provided herein, the parties hereto have agreed to amend certain provisions of the Receivables Loan Agreement, as further
described below; 
 NOW, THEREFORE, in consideration of the premises and the mutual agreements hereinafter set forth, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows: 
 SECTION
1. Amendment. Effective as of the date hereof (the “Effective Date”), and subject to the satisfaction of the conditions precedent set forth in Section 2 hereof, Section 1.01 of the Receivables Loan Agreement is
hereby amended as follows: 
 (a) Clause (b)(ii) of the definition of “Change of Control” is hereby amended and
restated in its entirety as follows: 
 “(ii) HGVI shall cease to own, directly or indirectly, 100% of the issued and
outstanding Equity Interests of the Seller;” and 
 (b) The definition of “Seller Credit Agreement” is hereby
amended and restated in its entirety as follows: 
 “Seller Credit Agreement” means the revolving credit
agreement entered into by a Subsidiary of HGVI and a syndicate of lenders, including one or more Committed Lenders, and guaranteed by HGVI and/or the Seller, in connection with the Spin-Off Transaction, pursuant to which the lenders party thereto
commit to make revolving loans to such Subsidiary, as in effect on the date on which such revolving credit agreement first becomes effective and without giving effect to any amendment, restatement, supplement or other modification thereto or any
replacement thereof after such date.” 







 SECTION 2. Conditions Precedent. This Amendment shall become effective on the Effective
Date upon the receipt by the Administrative Agent of counterparts of this Amendment executed by each of the parties hereto. 
 SECTION 3.
Representations, Warranties and Confirmations. The Borrower hereby represents and warrants that: 
 3.1 It has the power and is duly
authorized, including by all limited liability company action on its part, to execute and deliver this Amendment. 
 3.2 This Amendment has
been duly and validly executed and delivered by it. 
 3.3 This Amendment and the Receivables Loan Agreement as amended hereby, constitute
legal, valid and binding obligations of the Borrower and are enforceable against the Borrower in accordance with their terms. 
 3.4
Immediately prior, and after giving all effect, to this Amendment, the covenants, representations and warranties of the Borrower set forth in the Receivables Loan Agreement are true and correct in all material respects as of the date hereof (except
to the extent such representations or warranties relate solely to an earlier date and then as of such date). 
 3.5 Immediately prior, and
after giving all effect, to this Amendment, no event, condition or circumstance has occurred and is continuing which constitutes a Servicer Termination Event, Unmatured Servicer Termination Event, Default or Event of Default. 

SECTION 4. Delivery of Executed Amendment. The Borrower covenants and agrees that it will deliver an executed copy of this Amendment to
the Servicer, the Paying Agent, the Backup Servicer and the Custodian promptly following the effectiveness hereof. 
 SECTION 5. Entire
Agreement. The parties hereto hereby agree that this Amendment constitutes the entire agreement concerning the subject matter hereof and supersedes any and all written and/or oral prior agreements, negotiations, correspondence, understandings
and communications. 
 SECTION 6. Effectiveness of Amendment. Except as expressly amended by the terms of this Amendment, all terms
and conditions of the Receivables Loan Agreement shall remain in full force and effect and are hereby ratified and confirmed. This Amendment shall not operate as a consent, waiver, amendment or other modification of any other term or condition set
forth in the Receivables Loan Agreement or any right, power or remedy of the Administrative Agent or any Managing Agent or Lender under the Receivables Loan Agreement, except as expressly modified hereby. Upon the effectiveness of this Amendment,
each reference in the Receivables Loan Agreement to “this Agreement” or “this Receivables Loan Agreement” or words of like import shall mean and be references to the Receivables Loan Agreement as amended hereby, and each
reference in any other Facility Document to the Receivables Loan Agreement or to any terms defined in the Receivables Loan Agreement which are modified hereby shall mean and be references to the Receivables Loan Agreement or to such terms as
modified hereby. 
 SECTION 7. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK. 
 SECTION 8. Binding Effect. This Amendment shall be binding upon and shall be
enforceable by parties hereto and their respective successors and permitted assigns. 

  
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 SECTION 9. Headings. The Section headings herein are for convenience only and will not
affect the construction hereof. 
 SECTION 10. Novation. This Amendment does not constitute a novation or termination of the
Receivables Loan Agreement or any Facility Document and all obligations thereunder are in all respects continuing with only the terms thereof being modified as provided herein. 

SECTION 11. Counterparts. This Amendment may be executed in any number of counterparts, each of which so executed will be deemed to be
an original, but all such counterparts will together constitute but one and the same instrument. Delivery of an executed counterpart of a signature page to this Amendment by facsimile or by electronic mail in a “.pdf” file shall be
effective as delivery of a manually executed counterpart of this Amendment. 
 SECTION 12. Fees, Costs and Expenses. The Borrower
agrees to pay on demand all reasonable fees and out-of-pocket expenses of Sidley Austin LLP, counsel for the Administrative Agent, incurred in connection with the preparation, execution and delivery of this Amendment and the other instruments and
documents to be delivered in connection herewith. 
 Signature Pages Follow 

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

			
	 HILTON GRAND VACATIONS TRUST I LLC,

	 as Borrower

		
	By:	 	 /s/ Sean M. Dell’Orto

	Name:	 	Sean M. Dell’Orto
	Title:	 	Senior Vice President & Treasurer


  
 Signature Page to Amendment
No. 5 to Receivables Loan Agreement 







 
			
	 DEUTSCHE BANK SECURITIES, INC.,

	 as Administrative Agent

		
	 By:
	 	 /s/ Robert Sheldon

	 Name:
	 	Robert Sheldon
	 Title:
	 	Managing Director
		
	 By:
	 	 /s/ Rob Sannicandro

	 Name:
	 	Rob Sannicandro
	 Title:
	 	Director
	
	 DEUTSCHE BANK AG, NEW YORK BRANCH

	 as a Committed Lender and a Managing Agent

		
	 By:
	 	 /s/ Rob Sannicandro

	 Name:
	 	Rob Sannicandro
	 Title:
	 	Director
		
	 By:
	 	 /s/ Robert Sheldon

	 Name:
	 	Robert Sheldon
	 Title:
	 	Managing Director


  
 Signature Page to Amendment
No. 5 to Receivables Loan Agreement 







 
			
	 BANK OF AMERICA, N.A.,

	 as a Committed Lender and a Managing Agent

		
	 By:
	 	 /s/ Elizabeth C. Picoli

	 Name:
	 	Elizabeth C. Picoli
	 Title:
	 	Vice President


  
 Signature Page to Amendment
No. 5 to Receivables Loan Agreement