PURCHASE OF ALL (IF ANY) IAC NOTES VALIDLY TENDERED IN THE AMENDED
OFFER SHALL BE OCCURRING SIMULTANEOUSLY WITH THE EXCHANGE, AND UPON PAYMENT
THEREFOR, ALL SUCH IAC NOTES SHALL BE IMMEDIATELY CANCELED;
(B)
THE SPINOFF SHALL HAVE OCCURRED;
(C)
(I) NO ACTION SHALL HAVE BEEN TAKEN, AND NO STATUTE, RULE, REGULATION OR
ORDER SHALL HAVE BEEN ENACTED, ADOPTED OR ISSUED BY ANY GOVERNMENTAL AGENCY OR
BODY, WHICH WOULD, AS OF THE CLOSING DATE, PREVENT THE AMENDED OFFER, THE
EXCHANGE OR THE ISSUANCE OR SALE OF THE INTERVAL SENIOR NOTES; AND (II) NO
INJUNCTION, RESTRAINING ORDER OF ANY OTHER NATURE OF ANY FEDERAL OR STATE COURT
OF COMPETENT JURISDICTION SHALL HAVE BEEN ISSUED AS OF THE CLOSING DATE WHICH
WOULD PREVENT THE AMENDED OFFER, THE EXCHANGE OR ISSUANCE OR SALE OF THE
INTERVAL SENIOR NOTES;
(D)
IAC SHALL HAVE FURNISHED TO THE EXCHANGING NOTEHOLDERS AN OPINION OF
COUNSEL DATED THE CLOSING DATE, WITH RESPECT TO (A) DUE AUTHORIZATION, EXECUTION
AND ENFORCEABILITY OF THIS AGREEMENT, (B) THE ABSENCE OF REQUIRED GOVERNMENTAL
CONSENTS, (C) THE ABSENCE OF ADVERSE CLAIMS; AND (D) THE INTERVAL SENIOR NOTES
(X) HAVING BEEN DULY AND VALIDLY AUTHORIZED AND ISSUED, (Y) CONSTITUTING 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) BEING IN THE FORM CONTEMPLATED BY, AND
ENTITLED TO THE BENEFITS OF, THE INDENTURE.
(E)
(A) THE REPRESENTATIONS AND WARRANTIES OF IAC AND INTERVAL IN THIS
AGREEMENT SHALL BE TRUE AND CORRECT IN ALL MATERIAL RESPECTS ON AND AS OF THE
CLOSING DATE, WITH THE SAME EFFECT AS IF MADE ON THE CLOSING DATE, (B) EACH OF
IAC AND INTERVAL SHALL HAVE COMPLIED WITH ALL THE AGREEMENTS AND SATISFIED ALL
THE OBLIGATIONS ON ITS PART TO BE PERFORMED OR SATISFIED AT OR PRIOR TO THE
CLOSING DATE IN ALL MATERIAL RESPECTS AND (C) EACH OF IAC AND INTERVAL SHALL
HAVE FURNISHED TO THE EXCHANGING NOTEHOLDERS A CERTIFICATE OF IAC AND INTERVAL,
AS THE CASE MAY BE, SIGNED BY A VICE PRESIDENT OR TREASURER OF IAC AND INTERVAL,
RESPECTIVELY, AND DATED THE CLOSING DATE, TO THE EFFECT SET FORTH IN CLAUSES
(A) AND (B) ABOVE;
(F)
INTERVAL SHALL HAVE FURNISHED TO THE EXCHANGING NOTEHOLDERS DOCUMENTS
CERTIFIED BY THE SECRETARY OF STATE OF ITS STATE OF INCORPORATION DEMONSTRATING
INTERVAL'S GOOD STANDING AS A CORPORATION IN SUCH STATE;
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(G)
IAC SHALL HAVE FURNISHED TO THE EXCHANGING NOTEHOLDERS A DULY EXECUTED
COPY OF THE INDENTURE IN THE FORM CONTEMPLATED BY THIS AGREEMENT, AND SUCH
INDENTURE SHALL BE IN FULL FORCE AND EFFECT AS OF THE CLOSING DATE; AND
(H)
NO DEFAULT OR EVENT OF DEFAULT SHALL HAVE OCCURRED AND BE CONTINUING UNDER
THE INDENTURE.
9.
PERSONS ENTITLED TO BENEFIT OF AGREEMENT.
THIS AGREEMENT SHALL
INURE TO THE BENEFIT OF AND BE BINDING UPON THE NOTEHOLDERS PARTIES HERETO,
INTERVAL AND