Upon the Exchange, valid title to the Interval Senior Notes shall pass to
the applicable Exchanging Noteholders, free and clear of any liens, claims,
equities,
5
encumbrances, security interests, options, charges or restrictions of any kind
(collectively "Liens"), other than those arising from acts of the Exchanging
Noteholders or arising under applicable securities laws.
(F)
INTERVAL HEREBY REPRESENTS AND WARRANTS TO THE EXCHANGING NOTEHOLDERS
THAT WHEN THE INTERVAL SENIOR NOTES ARE (I) ISSUED BY INTERVAL TO IAC AND
(II) TRANSFERRED BY IAC TO THE EXCHANGING NOTEHOLDERS AT THE CLOSING IN EXCHANGE
FOR THE IAC NOTES, THE INTERVAL SENIOR NOTES WILL (X) BE DULY AND VALIDLY
AUTHORIZED AND ISSUED, (Y) CONSTITUTE VALID AND LEGALLY BINDING OBLIGATIONS OF
INTERVAL ENFORCEABLE AGAINST INTERVAL IN ACCORDANCE WITH THEIR TERMS, SUBJECT TO
APPLICABLE BANKRUPTCY, INSOLVENCY, REORGANIZATION, MORATORIUM OR OTHER LAWS
AFFECTING CREDITORS' RIGHTS GENERALLY AND SUBJECT TO GENERAL PRINCIPLES OF
EQUITY, REGARDLESS OF WHETHER CONSIDERED IN A PROCEEDING IN EQUITY OR AT LAW AND
(Z) BE IN THE FORM CONTEMPLATED BY, AND ENTITLED TO THE BENEFITS OF, THE DULY
EXECUTED INDENTURE GOVERNING THE INTERVAL SENIOR NOTES (THE "INDENTURE").
4.
CERTAIN COVENANTS OF IAC AND INTERVAL.
(A)
IAC AGREES, AS PROMPTLY AS REASONABLY PRACTICABLE FOLLOWING THE DATE
HEREOF, AND IN ANY CASE WITHIN FIVE BUSINESS DAYS HEREOF, (I) TO AMEND THE OFFER
AS SET FORTH ON SCHEDULE 3 HERETO (AS SO AMENDED, AND AS IT MAY BE FURTHER
AMENDED IN A MANNER NOT INCONSISTENT WITH SCHEDULE 3 AND THE PROVISIONS OF THIS
AGREEMENT, THE "AMENDED OFFER") AND (II) TO ISSUE A PRESS RELEASE REFLECTING THE
AMENDED TERMS OF THE AMENDED OFFER AND THAT THE AMENDED OFFER IS BEING MADE,
INTER ALIA, IN CONNECTION WITH THE SPINOFF AND THE EXCHANGE WHICH ARE INTENDED
TO GIVE RISE TO A SUCCESSION EVENT (WITH INTERVAL AS THE SOLE SUCCESSOR TO IAC)
FOR CREDIT DERIVATIVES PURPOSES.
IAC FURTHER AGREES THAT (X) THE FORMULA FOR
THE "TOTAL CONSIDERATION" (AS DEFINED IN THE AMENDED OFFER) MAY NOT BE AMENDED
IN A MANNER THAT WOULD CAUSE A REDUCTION IN THE TOTAL CONSIDERATION, (Y) THE
AMENDED OFFER SHALL NOT BE AMENDED IN A MANNER THAT WOULD PERMIT THE AMENDED
OFFER TO BE CONSUMMATED AT A TIME OTHER THAN IMMEDIATELY AFTER THE SPINOFF AND
SIMULTANEOUSLY WITH THE CLOSING AND (Z) IAC SHALL NOT WITHDRAW THE AMENDED OFFER
EXCEPT IN CONNECTION WITH A TERMINATION OF THIS AGREEMENT PURSUANT TO
SECTION 14(G).
(b)
Prior to the consummation of the Exchange, Interval shall enter into a
registration rights agreement with the Exchanging Noteholders for the benefit of
the Exchanging Noteholders (and their transferees), which shall include
provisions, in addition to the other provisions described in this Section 4(b),
that obligate Interval to prepare and file a "shelf" registration statement with
respect to the Interval Senior Notes with the SEC within 45 days after
consummation of the Exchange and to make all reasonable efforts to have such
registration statement declared effective as promptly as practicable thereafter
(and in any event within 90 days after filing) and to maintain the