S-4

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As Filed with the Securities and Exchange Commission on October 3, 2008.

Registration Statement No. 333-            

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

INTERVAL ACQUISITION CORP.
INTERVAL LEISURE GROUP, INC.
(See Table of Additional Registrants)
(Exact name of registrant as specified in its charter)

Interval Acquisition Corp. Delaware (State or other jurisdiction of incorporation or organization)	8600 (Primary Standard Industrial Classification Code Number)	Interval Leisure Group, Inc. Delaware (State or other jurisdiction of incorporation or organization)
36-4189885 (I.R.S. Employer Identification No.)		26-2590997 (I.R.S. Employer Identification No.)

6262 Sunset Drive
Miami, Florida 33143
(305) 666-1861
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)

Victoria J. Kincke
General Counsel
Interval Leisure Group, Inc.
6262 Sunset Drive
Miami, Florida 33143
(305) 666-1861
(Name, address, including zip code, and telephone number,
including area code, of agent for service)

Copy to:

Suzanne K. Hanselman, Esq.
Baker & Hostetler LLP
3200 National City Center
1900 East 9th Street
Cleveland, Ohio 44114
(216) 621-0200 Michele L. Keusch, Esq.
AGC—Securities, Mergers & Acquisitions
Interval Leisure Group, Inc.
6262 Sunset Drive
Miami, Florida 33143
(305) 666-1861

Approximate date of commencement of proposed exchange offer:
As soon as practicable after this registration statement becomes effective.

          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. o

          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. o

          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. o

          Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small reporting company. See the definition of "large accelerated filer," "accelerated filer" and "small reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer o Accelerated filer o Non-accelerated filer ý
(Do not check if a smaller
reporting company) Smaller reporting company o

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee
9.5% Senior Notes due 2016	$300,000,000(2)	$11,790
Guarantees of the 9.5% Senior Notes due 2016	—	(2)

(1)

Pursuant to Rule 457(f) under the Securities Act, the book value as of September 30, 2008 of the securities for which the securities being registered are to be exchanged has been used as the basis for calculating the registration fee.

(2)

Pursuant to Rule 457(n), no additional registration fee is payable with respect to the guarantees of the notes being registered.

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

TABLE OF ADDITIONAL REGISTRANTS

Exact Name of Registrant as Specified in its Charter*	Jurisdiction of Incorporation or Organization	Primary Standard Industrial Classification Code Number	IRS Employer Identification Number
IIC Holdings, Incorporated	Delaware	8600		36-4197698
Interval European Holdings Limited	England and Wales and Delaware	8600		06-1427289
Interval Holdings, Inc.	Delaware	8600		06-1428126
Interval International Holdings, Inc.	Florida	8600		65-0575608
Interval International, Inc.	Florida	8600		59-2367254
Interval International Overseas Holdings, Inc.	Florida	8600		65-0575611
Interval Resort & Financial Services, Inc.	Florida	7380		65-0614258
Interval Software Services, LLC	Florida	8600		65-1133709
Interval Vacation Exchange, Inc.	Delaware	8600		06-1428446
Meragon Financial Services, Inc.	North Carolina	7320		56-2220495
Meridian Financial Services, Inc.	North Carolina	7320		56-1663191
REP Holdings, LTD.	Hawaii	6531		99-0335453
RQI Holdings, LLC	Hawaii	6531		03-0530842
ResortQuest Hawaii, LLC	Hawaii	6531		13-4207830
ResortQuest Real Estate of Hawaii, LLC	Hawaii	6531		99-0266391
Vacation Holdings Hawaii, Inc.	Delaware	8600		87-0799653
Worldex Corporation	Florida	8600		59-2229404
Worldwide Vacation & Travel, Inc.	Florida	4700		22-2362974
XYZII, Inc.	Washington	7320		91-1326725

*

For each registrant listed in the table, the address and telephone number of such registrant's principal executive offices and the name, address and telephone number for the agent for service and persons to receive copies are the same as set forth above for Interval Acquisition Corp. and Interval Leisure Group, Inc.

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 we are not soliciting offers to buy these securities in any state where the offer or sale is not permitted.

Subject to completion, dated October 3, 2008

Prospectus

INTERVAL ACQUISITION CORP.

Offer to Exchange

$300,000,000 principal amount of 9.5% Senior Notes due 2016, which have been registered under the Securities Act, for any and all of our outstanding 9.5% Senior Notes due 2016

        Interval Acquisition Corp. is offering to exchange, upon the terms and subject to the conditions set forth in this prospectus and the accompanying letter of transmittal, all of its 9.5% Senior Notes due 2016, or the "old notes," for its registered 9.5% Senior Notes due 2016, or the "new notes." The new notes and the old notes are hereinafter referred to collectively as the "notes." The parent and domestic subsidiaries of Interval Acquisition Corp. are also offering the guarantees of the new notes, which are described in this prospectus. The terms of the new notes and the guarantees of the new notes are identical to the terms of the old notes and their guarantees except that the new notes have been registered under the Securities Act of 1933, as amended, and therefore are freely transferable. The new notes will represent the same debt as the old notes and will be issued under the same indenture as governs the old notes. Interest on the notes will be payable on March 1 and September 1 of each year. The notes will mature on September 1, 2016.

        The principal features of the exchange offer are as follows:

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We will exchange all old notes that are validly tendered and not validly withdrawn prior to the expiration of the exchange offer for an equal principal amount of new notes that are freely tradable.



•

You may withdraw tendered old notes at any time prior to the expiration of the exchange offer.



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The exchange offer expires at 5:00 p.m., New York City time, on    •    , 200 •, unless extended.



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The exchange of old notes for new notes pursuant to the exchange offer will not be a taxable event for U.S. federal income tax purposes.



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We will not receive any proceeds from the exchange offer. We will pay all expenses incurred by us in connection with the exchange offer and the issuance of the new notes.



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We do not intend to apply for listing of the new notes on any securities exchange or automated quotation system.

        Broker-dealers receiving new notes in exchange for old notes acquired for their own account through market-making or other trading activities must deliver a prospectus in any resale of the new notes.

        All untendered old notes will continue to be subject to the restrictions on transfer set forth in the old notes and in the indenture. In general, the old notes may not be offered or sold, unless registered under the Securities Act, except pursuant to an exemption from, or in a transaction not subject to, the Securities Act and applicable state securities laws. Other than in connection with the exchange offer, we do not currently anticipate that we will register the old notes under the Securities Act.

You should consider carefully the risk factors beginning on page 21 of this prospectus before participating in the exchange offer.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is    •    , 200 •

TABLE OF CONTENTS

	Page
AVAILABLE INFORMATION	1
INDUSTRY AND MARKET DATA	2
FORWARD-LOOKING STATEMENTS	2
SUMMARY	4
RISK FACTORS	21
THE TRANSACTIONS	37
USE OF PROCEEDS	39
CAPITALIZATION	40
RATIO OF EARNINGS TO FIXED CHARGES	41
INTERVAL LEISURE GROUP, INC. AND SUBSIDIARIES UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS	42
SELECTED HISTORICAL FINANCIAL DATA	49
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	50
ILG'S PRINCIPLES OF FINANCIAL REPORTING	65
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	66
OUR BUSINESS	67
MANAGEMENT	75
EXECUTIVE COMPENSATION	78
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	89
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS	91
DESCRIPTION OF CERTAIN INDEBTEDNESS	98
THE EXCHANGE OFFER	100
DESCRIPTION OF NEW NOTES	111
BOOK-ENTRY, DELIVERY AND FORM	148
CERTAIN MATERIAL UNITED STATES FEDERAL TAX CONSEQUENCES	151
PLAN OF DISTRIBUTION AND SELLING RESTRICTIONS	157
LEGAL MATTERS	158
EXPERTS	158
INTERVAL LEISURE GROUP, INC. AND SUBSIDIARIES CONSOLIDATED FINANCIAL STATEMENTS	F-1

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You should rely only on the information contained or incorporated by reference in this prospectus. We have not authorized anyone to provide you with different information. The exchange offer is not being made to, and we will not accept tenders for exchange from, holders of the restricted notes in any jurisdiction in which the exchange offer or the acceptance of the offers would not be in compliance with the securities or blue sky laws of that jurisdiction. 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 on the front of this prospectus or the date indicated within the relevant document incorporated by reference, regardless of the time of delivery of this prospectus or any sale of the notes. Our business, financial condition, results of operations and prospects may have changed since then.

        Unless otherwise indicated in this prospectus or the context otherwise requires:

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the terms "ILG," "Company," "we," "us" and "our" refer to Interval Leisure Group, Inc., a Delaware corporation that was incorporated in May 2008 in connection with the spin-off of ILG to hold the businesses and subsidiaries of IAC/InterActiveCorp, the results of which were reported in the Interval reporting segment immediately prior to the completion of the spin-off;



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all references to "Interval Acquisition Corp" or the "issuer" refer to Interval Acquisition Corp., a wholly-owned subsidiary of ILG and issuer of the notes;



•

all references to the "guarantors" refer to ILG and its domestic subsidiaries other than the issuer;



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"Interval" refers to that group of companies operating our vacation ownership membership business;



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"RQH" refers to that group of companies operating our vacation rental and property management business, including, without limitation, ResortQuest Hawaii, LLC and ResortQuest Real Estate of Hawaii, LLC;



•

the businesses operated by ILG following the spin-off are referred to herein as the "ILG Businesses";



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"Spinco" refers to any of HSNi, ILG, Ticketmaster and Tree.com and their respective subsidiaries, and "Spincos" refers to all of the foregoing collectively;



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"IAC/InterActiveCorp" and "IAC" refer to IAC/InterActiveCorp and its consolidated subsidiaries other than, for all periods following the spin-offs, the Spincos;



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"HSNi" refers to HSN, Inc.;



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"Tree.com" refers to Tree.com,  Inc.;



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"Spin-Off," "spin-off" or "distribution" refers to the distribution by IAC of the common stock of ILG and the "spin-offs," the "distributions" or the "separation" refers collectively to the distribution by IAC of the common stock of ILG and the other Spincos, as more fully described in this prospectus; and



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"old notes" refers to the $300 million in aggregate principal amount of Interval Acquisition Corp.'s 9.5% Senior Notes due 2016 and the "new notes" refers to the $300 million in aggregate principal amount of Interval Acquisition Corp.'s 9.5% Senior Notes due 2016 offered hereby, which have been registered under the Securities Act of 1933, as amended.

AVAILABLE INFORMATION

        In connection with the exchange offer, the issuer and the guarantors have filed with the Securities and Exchange Commission, or the SEC, a registration statement on Form S-4 under the Securities Act of 1933, as amended, or the Securities Act. This prospectus constitutes a part of the registration statement. As permitted under SEC rules, the prospectus does not include all of the information contained in the registration statement. We refer you to the registration statement, including all amendments, supplements, schedules and exhibits thereto, for further information about us and the new notes. References in this prospectus to any of our contracts or other documents are not necessarily

complete. If we have filed any documents as an exhibit to the registration statement, you should read the exhibit for a more complete understanding of that document.

        We are currently subject to the periodic reporting and other informational requirements of the Securities Exchange Act of 1934, as amended, or the Exchange Act. In addition, the indenture governing the new notes requires that we file reports and other information called for by rules under the Exchange Act with the SEC and furnish information to the trustee and holders of the notes. See "Description of New Notes—Certain Covenants—Reports." You may read and copy any materials we file with the SEC at the SEC's Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an internet site at http://www.sec.gov that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC.

This prospectus incorporates important business and financial information about Interval Leisure Group, Inc. that is not included in or delivered with this prospectus. This information is available without charge to holders of the old notes upon written or oral request to:

Interval Leisure Group, Inc.
6262 Sunset Drive
Miami, Florida 33143
Attention: General Counsel
Telephone number (305) 666-1861

To obtain timely delivery, note holders must request the information no later than five business days before the expiration date. The expiration date is    •    , 200 •.

INDUSTRY AND MARKET DATA

        In this prospectus we rely on and refer to information and statistics regarding the travel and leisure industry and our market share in the sectors in which we compete. We obtained this information and statistics from sources other than us, such as The American Resort Development Association International Foundation, Ragatz Associates and Simmons, which we have supplemented where necessary with information from various third-party sources, discussions with our customers and our own internal estimates. We believe that these sources and estimates are reliable, but we have not independently verified them. We make no representation as to the accuracy or completeness of such information.

FORWARD-LOOKING STATEMENTS

        Forward-looking statements in this prospectus, our public filings or other public statements are subject to known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements or other public statements. Forward-looking statements include the information regarding future financial performance, business prospects and strategy, including the completion of the spin-offs and the realization of related anticipated benefits, anticipated financial position, liquidity and capital needs and other similar matters, in each case relating to ILG.

        Statements preceded by, followed by or that otherwise include the words "believes," "expects," "anticipates," "intends," "projects," "estimates," "plans," "may increase," "may fluctuate," and similar expressions or future or conditional verbs such as "will," "should," "would," "may" and "could" are generally forward-looking in nature and not historical facts. You should understand that the following

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important factors could affect future results and could cause actual results to differ materially from those expressed in such forward-looking statements:

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adverse changes in economic conditions generally or in any of the markets or industries in which our businesses operate;



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changes in relationships with third parties, including those with resort developers, members, and other vacation property owners;



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changes in our senior management;



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changes affecting our ability to efficiently maintain and grow the market share of our various brands, as well as to extend the reach of these brands through a variety of distribution channels and to attract new (and retain existing) customers;



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consumer acceptance of new products and services offered by us;



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changes adversely affecting our ability to adequately expand the reach of our businesses into various international markets, as well as to successfully manage risks specific to international operations and acquisitions, including the successful integration of acquired businesses;



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future regulatory and legislative actions and conditions affecting us, including:


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the promulgation of new, and/or the amendment of existing laws, rules and regulations applicable to us and our businesses; and



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changes in the application or interpretation of existing laws, rules and regulations in the case of our businesses. In each case, laws, rules and regulations include, among others, those relating to sales, use, value-added and other taxes, software programs, consumer protection and privacy, intellectual property, the internet and e-commerce;



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competition from other companies;



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the rates of growth of the internet and the e-commerce industry;



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changes adversely affecting our ability and our businesses' ability to adequately protect intellectual property rights, as well as to obtain licenses or other rights with respect to intellectual property in the future, which may or may not be available on favorable terms (if at all);



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our substantial indebtedness and the possibility that we may incur additional indebtedness;



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our ability to operate effectively as a public company following the spin-off from IAC;



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third-party claims alleging infringement of intellectual property rights by us or our businesses, which could result in the expenditure of significant financial and managerial resources, injunctions or the imposition of damages, as well as the need to enter into formal licensing or other similar arrangements with such third parties, which may or may not be available on favorable terms (if at all); and



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natural disasters, acts of terrorism, war or political instability.

        Certain of these factors and other factors, risks and uncertainties are discussed in the "Risk Factors" section of this prospectus. Other unknown or unpredictable factors may also cause actual results to differ materially from those projected by the forward-looking statements. Most of these factors are difficult to anticipate and are generally beyond our control.

        You should consider the areas of risk described above, as well as those set forth under the heading "Risk Factors," in connection with considering any forward-looking statements that may be made by us generally. Except for our ongoing obligations to disclose material information under the federal securities laws, we do not undertake any obligation to release publicly any revisions to any forward-looking statements, to report events or to report the occurrence of unanticipated events unless required to do so by law.

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SUMMARY

This summary highlights selected information from this prospectus and may not contain all the information that may be important to you. Accordingly, you are encouraged to read carefully the entire prospectus, including the risk factors, our financial statements and the related notes and the pro forma financial data appearing elsewhere in this prospectus before deciding whether to invest in the new notes.

Overview

        Interval Leisure Group, Inc., or ILG, was incorporated in May 2008 in connection with the spin-off to hold the businesses of IAC/InterActiveCorp, or IAC, that were previously reported in its Interval reporting segment. The spin-off of ILG from IAC occurred on August 20, 2008. Interval Acquisition Corp., the issuer of the notes, is a wholly-owned subsidiary of ILG and also a holding company, which does not have any material assets or operations other than ownership interests in those entities and assets through which the businesses of ILG are conducted.

        Except as otherwise indicated or unless the context otherwise requires, in this prospectus "ILG," "the Company," "we," "our" or "us" refers to Interval Leisure Group, Inc. together with its subsidiaries. "Interval" refers to that group of companies operating our vacation ownership membership business. "RQH" refers to that group of companies operating our vacation rental and property management business, including, without limitation, ResortQuest Hawaii, LLC and ResortQuest Real Estate of Hawaii, LLC. The businesses operated by ILG are referred to herein as the "ILG Businesses."

        We are a leading provider of membership and leisure services to consumers and business-to-business customers in the vacation ownership industry. We operate in two primary business segments: Interval and RQH. Our principal business, Interval, makes available vacation ownership membership services to the individual members of its exchange networks, as well as related services to resort developers participating in its exchange networks worldwide. RQH was acquired in May 2007 and provides vacation rental and property management services to both vacationers and vacation property/hotel owners across Hawaii.

Vacation Ownership Membership Services (Interval)

        Interval has been at the forefront of the vacation ownership membership exchange industry since its founding in 1976, and we operate one of the leading vacation ownership membership exchange networks, the Interval Network, and our recently launched Preferred Residences Program. As of December 31, 2007:

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the large and diversified base of resorts participating in the Interval Network consisted of more than 2,400 resorts located in more than 75 countries and included both leading independent resort developers and branded hospitality companies;



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nearly two million vacation ownership interest owners were enrolled as members of the Interval Network;



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the average tenure of the relationships with the top 25 resort developers (as determined by the number of new members enrolled during the year ended December 31, 2007) was approximately 16 years; and



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nearly one million confirmed vacations were processed through the Interval Network during the year then ended.

        Interval typically enters into multi-year contracts with developers of vacation ownership resorts, pursuant to which the resort developers agree to enroll all purchasers of vacation interests at the applicable resort as members of an Interval exchange program. In return, Interval provides enrolled

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purchasers with the ability to exchange the use and occupancy of their vacation interest at the home resort (generally for periods of one week) for the right to occupy accommodations at a different resort participating in an Interval exchange network or at the same resort during a different period of occupancy. Interval also provides travel-related services for members residing in the United States and United Kingdom directly and, in certain other servicing regions, through the use of third party travel providers. Through Interval's Getaway program, members may rent resort accommodations for a fee without relinquishing the use of their vacation interest. In addition, Interval offers support, consulting and back-office services for certain resort developers participating in the Interval Network, upon their request and for additional consideration.

        Interval earns most of its revenue from (i) fees paid for membership in the Interval Network and (ii) fees paid for confirmed vacations.

Vacation Rental & Property Management Services (RQH)

        Through RQH, we provide vacation rental and property management services for owners of vacation properties and hotel management services to owners of traditional hotels. Such vacation properties and hotels are not owned by us. As of December 31, 2007, RQH provided property management services to 26 resorts and hotels, as well as more limited management services to an additional 23 properties.

        Revenue from RQH is derived principally from management fees for vacation rental services and property management services. Fees consist of a base management fee and, in some instances, an incentive fee. Property management agreements may provide that owners receive specified percentages of the revenue generated under RQH management. In these cases, the operating expenses for the rental operation are paid from the revenue generated by the rentals, the owners are then paid their contractual percentages, and RQH either retains the balance (if any) as its management fee or makes up the deficit.

Industry Overview/Market Opportunity

        The hospitality industry is a major component of the travel industry, which is affected by the performance of the U.S. economy. In 2007, domestic and international travelers spent an estimated $740 billion in the United States for business and leisure travel of 50 miles or more, which represented a compounded annual growth rate of 6% since 2005.

        The vacation ownership industry, which is also referred to as the timeshare industry, is a segment of the broader hospitality industry that encompasses the development, management and operation of vacation ownership resorts and the sale of vacation interests in related timeshare products, including traditional deeded week timeshare regimes, points systems or vacation clubs, fractional products, private residence clubs and other forms of shared ownership and, in some instances, whole ownership. The vacation ownership industry enables customers to share ownership of fully-furnished vacation accommodations.

        Typically, a vacation interest purchaser acquires either a fee simple interest in a property, which gives the purchaser title to a fraction of a unit or a group of units, or a right to use accommodations for a specified period of time. A key benefit of vacation interests relative to traditional lodging is that vacation ownership units are, on average, larger and focus more on a "home away from home" experience.

        Historically, the vacation ownership industry has been cited as one of the fastest growing segments of the hospitality industry in the United States, with a sales compounded annual growth rate of

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approximately 14% from 1990 through 2007. We believe the following factors will contribute to long-term growth in the industry:

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increased consumer awareness and acceptance of the value and benefits of vacation interest;



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adoption of constructive vacation ownership related legislation and regulations internationally that improve consumer protection and allow businesses to operate profitably; and



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the entry of additional independent resort developers and branded hospitality companies into the vacation ownership industry, which we expect to increase the number of vacation interests available for sale.

        Vacation exchange networks, such as the Interval Network, provide vacation interest owners the flexibility to trade their annual use rights for alternative accommodations based upon availability within these exchange networks. There are two principal providers of vacation ownership membership exchange services in the global vacation membership services industry, Interval and RCI, LLC, a subsidiary of Wyndham Worldwide Corp. In 2007, approximately 99% of all U.S.-based vacation ownership resorts were participants in an exchange network offered by Interval or RCI or both. Growth in the vacation ownership membership services industry is driven primarily by the number of vacation interests sold to new purchasers.

Competitive Strengths

As an industry leader, Interval is well-positioned to capitalize on the growth of the vacation ownership industry

        The vacation ownership industry has been one of the fastest growing segments of the hospitality industry in the United States. A 2007 study conducted by the ARDA International Foundation reported an estimated sales penetration rate of only 4% of U.S. households. Industry experts estimate that, before 2015, market penetration could reach up to 15% among potential U.S. purchasers, where the householder is between 35 and 65 years of age, with an income greater than $75,000.

        As an industry leader, Interval is well-positioned to provide vacation exchange services to new and existing vacation interest owners that offer owners flexibility to select alternate vacation options, destinations and seasons in which to enjoy use of their vacation interests and experience other products and services through the membership in the Interval vacation exchange networks.

Meaningful value proposition to an affluent customer base of vacation interest owners

        According to a 2006 study by Ragatz Associates, flexibility and ability to exchange were two of the top ten purchase motivations of recent U.S. vacation interest purchasers. The flexibility Interval membership provides, coupled with its relatively low cost as a percentage of the vacation interest purchase price (generally less than 1% of the sale price of a vacation interest), provides an attractive value proposition for Interval's members.

        A 2006 study conducted by Simmons found that Interval's U.S. membership base is comprised of individuals and families, with an average primary home market value of approximately $440,000, median household income of approximately $108,000 and approximately 35% owning a second home in addition to their vacation interest. More than 45% of Interval's U.S. members own more than one week of vacation ownership per year, with 28% owning two weeks and 18% owning three weeks or more. Interval members travel 35 nights per year on average. By focusing on this high quality demographic, we are able to realize increased revenue per member, enhance our ability to cross-sell and deliver a wide array of supplemental products and services in addition to traditional exchange services.

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Longstanding relationships with leading resort developers, a trusted exchange platform and a scalable infrastructure

        Through Interval, we have developed strong relationships with quality-tier independent resort developers and branded hospitality companies, which in turn value the size and quality of the Interval Network and the value proposition it represents to vacation interest owners. Of the top 25 new member producing accounts in 2007, the average affiliation tenure is approximately 16 years. Interval has developed its service offering with the philosophy to complement rather than compete with its resort developer clients, which we believe has contributed to the long standing relationships it enjoys with its developer clients.

Global footprint

        The Interval Network includes resorts in over 75 countries, and we maintain sales and service offices around the world. Our growing global footprint, coupled with our longstanding developer relationships, provides us with multiple opportunities to participate in the future growth of the global vacation ownership industry.

Recurring revenue streams and strong financial performance through economic downturns

        Our recurring revenues from membership fees and confirmed vacations (collectively, more than 87% of Interval's total revenues since 2003) have historically been predictable in nature, and have allowed us to display financial stability during two prior economic downturns. Interval's performance has been aided by the proven stability of the vacation ownership industry, which historically has significantly outperformed traditional lodging segments during periods of slow economic growth.

Seasoned management team with demonstrated history of success

        Our senior management team, led by Craig Nash, has over 110 years of combined experience with the Company. The senior management team has been responsible for many of our core strategies, including focusing on a higher income customer base, enhancing developer and branded hospitality company relationships, expanding into new international markets and entering the vacation rental and property management services business through the acquisition of Hawaii's second largest independent player in the market.

Business Strategy

        To serve our clients and profitably grow our business, we are pursuing the following strategic initiatives:

Expand services to and leverage our strategic developer relationships

        Interval believes it can leverage its existing strategic developer relationships to capitalize on the future expansion of currently participating resort developers, to establish relationships with additional resort developers building new resorts and to pursue strategic partnerships with other high quality companies. Interval strengthens these relationships by offering select resort developers, for additional consideration, back-office and operational support services including reservation services, loan servicing and maintenance fee billing. Also, Interval seeks to bring additional value to its developer clients and potentially add to its revenues through several lead generation initiatives, each aimed at driving new vacation ownership purchasers (and new Interval members) into the vacation ownership market.

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Increase non-vacation exchange related revenue

        We believe that our Interval Network membership base of nearly 2 million vacation owners provides an opportunity to continue to cross-sell existing value-added services and non-vacation exchange products as well as to offer new services and products. As an example, for an incremental annual fee, our Interval Gold program offers benefits such as discounts on Interval's Getaway program, a concierge service, a hotel discount program and Interval Options, a service that allows members to relinquish the use of their vacation interest annually towards the booking of a cruise, golf or spa vacation. Approximately 36% of our members were enrolled in Interval Gold as of December 31, 2007. We seek to grow the non-exchange related revenue from existing offerings, and intend to continue to develop new service and product offerings that serve the needs of our membership base in order to profitably grow our business.

Support continued growth of online transactions

IntervalWorld.com provides Interval's members with access to transact virtually all member services. Through this website, customers may easily exchange properties around the globe and purchase Gateways, renew their memberships and, in the United States, make travel arrangements. Interval's online confirmations have grown from approximately 14% of total bookings in 2003 to approximately 26% in 2007. Interval continues to support and encourage member usage of IntervalWorld.com, through online-only promotions, expansion of online product offerings and improvement of site usability.

Continue international expansion

        We continue to make strategic investments to capitalize on growing international demand for upscale vacation ownership resort development. In 2007, Interval made business development investments in Dubai and expanded its operational presence in Asia. We believe that our continued expansion of our exchange networks internationally will appeal to our members and enhance our relationships with resort developers.

Pursue strategic acquisitions opportunistically

        We plan to selectively evaluate potential acquisitions, joint ventures and other business arrangements that focus on the vacation rental and membership services sectors, and may use such activities to expand our membership base, provide cross-selling opportunities, or otherwise enhance or complement our existing operations and strategy.

Overview of the Spin-off and Related Financing Transactions

The separation

        On August 20, 2008, IAC completed its separation into five separate, publicly traded companies via the distribution of all of the outstanding shares of common stock of the Spincos, each previously a wholly-owned subsidiary of IAC. At the time of the spin-offs, the Spincos held directly or indirectly the assets and liabilities associated with the following businesses:

•

HSNi;



•

ILG;



•

Ticketmaster; and



•

Tree.com.

        Prior to the spin-offs, we entered into a Separation and Distribution Agreement and several other agreements with IAC and the other Spincos to effect the separation of the Spincos and provide a

8

framework for the relationships of the Spincos with IAC and each other. Immediately following the spin-offs, IAC stockholders owned 100% of the outstanding common stock of each of the Spincos.

        In connection with certain internal restructuring steps implemented in contemplation of and in order for IAC to complete the Spin-Off of ILG and the other Spincos, on August 20, 2008, IAC transferred to ILG all of the outstanding stock of Interval Acquisition Corp., which, directly and through its subsidiaries, holds ownership interests in those entities and assets through which the businesses of ILG are conducted, and the assets of ILG are held. See "The Transactions."

Financing transactions

        On August 19, 2008, Interval Acquisition Corp. entered into an indenture, which was supplemented on August 20, 2008, pursuant to which it issued the old notes to IAC. Interval Acquisition Corp.'s obligations under the indenture and the old notes are guaranteed by Interval Acquisition Corp.'s domestic subsidiaries and ILG. IAC exchanged the old notes on August 20, 2008 for certain of IAC's 7% Senior Notes due 2013 (the "IAC Notes") pursuant to a Notes Exchange and Consent Agreement, dated as of July 17, 2008, by and among IAC, Interval Acquisition Corp. and certain institutional holders (the "Noteholders") of IAC Notes (the "Exchange Agreement"). On August 20, 2008, Interval Acquisition Corp. and the guarantors entered into a Registration Rights Agreement with the Noteholders that exchanged certain of their IAC Notes for Interval Notes pursuant to the Exchange Agreement (the "Registration Rights Agreement").

        In connection with the spin-off, Interval Acquisition Corp. also entered into new senior secured credit facilities, consisting of a $150 million term loan and a $50 million revolving credit facility, which provided funding for a cash distribution to IAC at the time of the spin-off of approximately $89.4 million.

        The issuance of the old notes and entering into of the senior secured credit facility are collectively referred to in this prospectus as the "financing." See "The Transactions" and "Description of Certain Indebtedness."

Organizational chart

        The figure below illustrates our organizational and borrowing structure:

Corporate Information

        Interval Acquisition Corp. was incorporated in Delaware in September 1997. ILG was incorporated in Delaware in May 2008. Interval Acquisition Corp.'s and ILG's principal office is located at 6262 Sunset Drive, Miami, Florida 33143 and their phone number is (305) 666-1861.

9

THE EXCHANGE OFFER

        On August 19, 2008, $300,000,000 principal amount of 9.5% Senior Notes due 2016, the old notes to which the exchange offer applies, were issued by Interval Acquisition Corp. to IAC in reliance on exemptions from, or in transactions not subject to, the registration requirements of the Securities Act and applicable state securities laws. IAC exchanged the old notes on August 20, 2008 for the IAC Notes pursuant to the Exchange Agreement. The old notes have been fully and unconditionally guaranteed, jointly and severally, by all of the issuer's domestic subsidiaries and by the issuer's parent, ILG. In connection with the offering of the old notes, the issuer and the guarantors agreed to conduct the exchange offer pursuant to the Registration Rights Agreement with the Noteholders that exchanged certain of their IAC Notes for Interval Notes pursuant to the Exchange Agreement.

The Exchange Offer	The issuer is offering new 9.5% Senior Notes due 2016, fully and unconditionally guaranteed by the guarantors, jointly and severally, which new notes and guarantees will be registered under the Securities Act, in exchange for the old notes.
	To exchange your old notes, you must properly tender them, and the issuer must accept them. The issuer will exchange all old notes that you validly tender and do not validly withdraw. The issuer will cancel all old notes accepted for exchange and issue registered new notes promptly after the expiration of the exchange offer.
Resale of New Notes	We believe that, if you are not a broker-dealer, you may offer the new notes (together with the guarantees thereof) for resale, resell and otherwise transfer the new notes and the related guarantees without complying with the registration and prospectus delivery requirements of the Securities Act if you:
	•	are acquiring the new notes in your ordinary course of business;
	•	are not engaged in, do not intend to engage in and have no arrangement or understanding with any person to participate in a "distribution," as defined under the Securities Act, of the new notes; and
	•	are not an "affiliate," as defined under the Securities Act, of the issuer or any guarantor.
	Our belief that resales and other transfers of new notes would be permitted without registration or prospectus delivery under the conditions described above is based on SEC interpretations given to other, unrelated issuers in transactions similar to the exchange offer. We cannot assure you that the SEC would take the same position with respect to the exchange offer. If any of the conditions described above is not satisfied, you may not rely on the SEC interpretations and you must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale or other transfer of the new notes. Failure to so comply may result in liability to you under the Securities Act. We will not be responsible for or indemnify you against any liability you may incur under the Securities Act.

10

	Each broker-dealer that receives new notes for its own account in exchange for old notes, where such old notes were acquired by such broker-dealer as a result of market-making activities 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 and Selling Restrictions."
Expiration Date	The exchange offer will expire at 5:00 p.m., New York City time, on  •  , 200  •  , unless we extend the expiration date.
Withdrawal	You may withdraw your tender of old notes under the exchange offer at any time before the exchange offer expires. Any withdrawal must be in accordance with the procedures described in "The Exchange Offer—Withdrawal Rights."
Procedures for Tendering Old Notes	Each holder of old notes that wishes to accept the exchange offer must, before the exchange offer expires:
	•	transmit a properly completed and duly executed letter of transmittal, together with all other documents required by the letter of transmittal, including the old notes, to the exchange agent;
	•	if old notes are tendered in accordance with book-entry procedures, arrange with The Depository Trust Company, or DTC, to cause to be transmitted to the exchange agent an agent's message indicating, among other things, the holder's agreement to be bound by the letter of transmittal; or
	•	comply with the procedures described below under "The Exchange Offer—Procedures for Tendering Old Notes—Guaranteed Delivery."
	A holder of old notes that tenders old notes in the exchange offer must represent, among other things, that:
	•	the holder is acquiring the new notes in its ordinary course of business;
	•	the holder is not engaged in, does not intend to engage in and has no arrangement or understanding with any person to participate in a distribution of the new notes;
	•	the holder is not an affiliate of the issuer or any guarantor;
	•	the holder is not acting on behalf of any person who could not truthfully make the foregoing representations; and
	•	if such holder is a broker-dealer that will receive new notes for its own account in exchange for old notes that were acquired as a result of market-making or other trading activities, then such holder will deliver a prospectus (or, to the extent permitted by law, make available a prospectus to purchasers) in connection with any resale of such new notes.

11

	Do not send letters of transmittal, certificates representing old notes or other documents to us or DTC. Send these documents only to the exchange agent at the address or facsimile number given in this prospectus and in the letter of transmittal.
Special Procedures for Tenders by Beneficial Owners of Old Notes	If:
	•	you beneficially own old notes;
	•	those notes are registered in the name of a broker, dealer, commercial bank, trust company or other nominee or custodian; and
	•	you wish to tender your old notes in the exchange offer,
	you should contact the registered holder as soon as possible and instruct it to tender on your behalf and comply with the instructions set forth in this prospectus and the letter of transmittal.
Guaranteed Delivery	If you hold old notes in certificated form or if you own old notes in the form of a book-entry interest in a global note deposited with the trustee, as custodian for DTC, and you wish to tender those old notes, but:
	•	the certificates for your old notes are not immediately available or all required documents are unlikely to reach the exchange agent before the exchange offer expires; or
	•	you cannot complete the procedure for book-entry transfer on time,
	you may tender your old notes in accordance with the procedures described in "The Exchange Offer—Procedures for Tendering Old Notes—Guaranteed Delivery."
Consequences of Not Exchanging Old Notes	If you do not tender your old notes or we reject your tender, your old notes will remain outstanding and will continue to be subject to the provisions in the indenture regarding the transfer and exchange of the old notes and the existing restrictions on transfer set forth in the legends on the old notes. Holders of old notes will not be entitled to any further registration rights. See "Risk Factors—Risks Associated with the Exchange Offer—If you fail to comply with the procedures for tendering old notes, your old notes will remain outstanding after the consummation of the exchange offer" for further information.
Appraisal or Dissenters' Rights	You do not have any appraisal or dissenters' rights in connection with the exchange offer.

12

Certain Material U.S. Federal Tax Consequences	If the "stated redemption price at maturity" of the new notes exceeds their "issue price" by more than the statutory de minimis threshold, the new notes will be treated as having been issued with original issue discount for United States federal income tax purposes. A U.S. holder (as defined in "Certain Material United States Federal Income Tax Consequences") of a new note may be required to include such original issue discount in gross income as it accrues, in advance of the receipt of cash attributable to that income and regardless of the U.S. holder's regular method of accounting for United States federal income tax purposes. See "Certain Material United States Federal Income Tax Consequences" for more detail.
Conditions	The exchange offer is subject to the conditions that:
	•	the exchange offer does not violate any applicable law or applicable interpretations of the staff of the SEC;
	•	no action or proceeding shall have been instituted or threatened in any court or by any governmental agency with respect to the exchange offer and no material adverse development shall have occurred with respect to the issuer; and
	•	all governmental approvals shall have been obtained that the issuer deems necessary for the consummation of the exchange offer.
Use of Proceeds	We will not receive any proceeds from the exchange offer or the issuance of the new notes. The old notes were issued to IAC as a distribution in connection with the spin-off and other transactions described in this prospectus. See "The Transactions" and "Use of Proceeds."
Acceptance of Old Notes and Delivery of New Notes	The issuer will accept for exchange any and all old notes properly tendered prior to the expiration of the exchange offer. The issuer and the guarantors will complete the exchange offer and the issuer will issue the new notes promptly after the expiration date.
Exchange Agent	The Bank of New York Mellon, National Association is serving as exchange agent for the exchange offer. The address and the facsimile and telephone numbers of the exchange agent are provided in this prospectus under "The Exchange Offer—Exchange Agent" and in the letter of transmittal.

13

THE NEW NOTES

        The form and terms of the new notes will be identical in all material respects to the form and terms of the old notes, except that the new notes:

•

will have been registered under the Securities Act;



•

will not bear restrictive legends restricting their transfer under the Securities Act;



•

will not entitle holders to the registration rights that apply to the old notes; and



•

will not contain provisions relating to additional interest in connection with the old notes under circumstances related to the timing of the exchange offer.

        The new notes will represent the same debt as the old notes and will be governed by the same indenture, which is governed by New York law and is referred to in this prospectus as the indenture. In this section of the prospectus, under the heading "The New Notes," the term "notes" refers to both the new notes and the old notes.

Issuer	Interval Acquisition Corp., a Delaware corporation
Notes Offered	$300,000,000 aggregate principal amount of 9.5% Senior Notes due 2016
Maturity Date	September 1, 2016
Interest	Annual rate: 9.5%
	Interest will be payable in cash on March 1 and September 1 of each year, beginning on March 1, 2009.
Guarantees	The old notes are, and the new notes will be, guaranteed, jointly and severally, by the guarantors.
Ranking	The old notes are, and the new notes will be, the issuer's unsecured obligations, ranking:
	•	equally in right of payment with all of the issuer's existing and future senior debt;
	•	senior in right of payment to all of the issuer's future subordinated indebtedness, if any; and
	•	effectively junior to (i) all debt and other liabilities (including trade payables) of our subsidiaries that are not guarantors and (ii) all secured obligations to the extent of the value of the collateral securing such obligations, including obligations under our senior secured credit agreement.
	Each guarantor's guarantee of the old notes is, and the new notes will be, that guarantor's unsecured obligation, ranking:
	•	equally in right of payment with all existing and future senior debt of such guarantor;
	•	senior in right of payment to all future subordinated indebtedness, if any, of such guarantor; and

14

	•	effectively junior to secured obligations of such guarantor to the extent of the value of the collateral securing such obligations, including the secured guarantee by such guarantor of our obligations under our senior secured credit agreement.
	In the event that our secured creditors exercise their rights with respect to our assets pledged to them, our secured creditors would be entitled to be repaid in full from the proceeds of those assets before those proceeds would be available for distribution to other creditors, including holders of the notes. The assets of the issuer's subsidiaries that are not guarantors of the notes will be subject to the prior claims of all creditors, including trade creditors, of those non-guarantor subsidiaries.
	As of June 30, 2008, on a pro forma basis after giving effect to the transactions:
	•	the issuer and its subsidiaries would have had $450.0 principal amount of indebtedness on a consolidated basis, of which:
		•	$300.0 million principal amount would have been the notes, and
		•	$150.0 million principal amount would have been secured debt;
	•	an additional $50.0 million would have been available for borrowing on a secured basis under our senior secured credit facilities, which borrowings and related guarantees would be secured.
	Our non-guarantor subsidiaries accounted for $29.5 million or 13.5% of our total revenues for the six months ended June 30, 2008 and approximately $47.1 million, or 13.1% of our total revenues for the year ended December 31, 2007 and accounted for $108.8 million or 11.7% of our total assets and approximately $62.1 million or 14.5% of our total liabilities as of June 30, 2008. On a pro forma basis, as of June 30, 2008, our non-guarantor subsidiaries would have accounted for approximately 11.0% of our total assets and 7.2% of our total liabilities.
	See "The Transactions" and "Description of Certain Indebtedness."
Optional Redemption	The issuer may not redeem the notes, in whole or in part, prior to September 1, 2012. On or after September 1, 2012, the issuer may redeem the notes, in whole or in part, at a price equal to 100% of the principal amount of the notes plus accrued and unpaid interest as set forth under "Description of New Notes—Optional Redemption."

15

Change of Control Offer	Upon the occurrence of a change of control, holders of notes will have the right to require the issuer to repurchase some or all of their notes at 101% of their principal amount, plus accrued and unpaid interest, if any, to the repurchase date. See "Description of New Notes—Change of Control."
Certain Covenants	The indenture governing the notes contains covenants limiting, among other things, the issuer's ability and the ability of the issuer's restricted subsidiaries to:
	•	incur additional debt;
	•	pay dividends on capital stock or repurchase capital stock;
	•	make certain investments;
	•	enter into certain types of transactions with affiliates;
	•	limit dividends or other payments by our restricted subsidiaries to us;
	•	use assets as security in other transactions; and
	•	sell certain assets or merge with or into other companies.
	These covenants are subject to important exceptions and qualifications. See "Description of New Notes."

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Summary Consolidated Historical Financial and Other Data

        The following table presents certain historical financial data and other data for ILG and its consolidated subsidiaries, including Interval Acquisition Corp., for each of the years in the five-year period ended December 31, 2007 and for the six months ended June 30, 2007 and 2008. The data from each of the years in the five-year period ending December 31, 2007 was derived, in part, from our historical consolidated financial statements included elsewhere in this prospectus and reflects our operations and financial position at the dates and for the periods indicated. The data for the six months ended June 30, 2007 and 2008 was derived, in part, from our unaudited interim consolidated financial statements included elsewhere in this prospectus and reflects our operations and financial position at the dates and for the periods indicated. However, this financial information does not necessarily reflect what our historical financial position and results of operations would have been had we been a stand-alone public company during the periods presented.

        The unaudited historical financial data below and our unaudited interim consolidated financial statements were prepared on a basis consistent with our audited consolidated financial statements. In our opinion, the unaudited historical financial data below and our unaudited interim consolidated financial statements for the six months ended June 30, 2007 and 2008 include all adjustments necessary for a fair presentation of such information and statements. Our results for the six months ended June 30, 2008 are not necessarily indicative of the results for the year ending December 31, 2008.

        The information in this table should be read in conjunction with the consolidated financial statements and accompanying notes and other financial data included herein.

		Years Ended December 31,															Six Months Ended June 30,
		2003			2004			2005			2006			2007(1)			2007			2008
		(unaudited)			(unaudited)												(unaudited)			(unaudited)
		(in thousands)
Operating Results:
Revenue		$	206,453		$	242,101		$	260,843		$	288,646		$	360,407		$	172,318		$	219,121
Gross profit			146,574			178,213			200,049			222,353			259,608			130,866			148,800
Operating income			24,507			49,624			72,824			86,128			106,566			58,263			65,310
Other income (expense):
	Interest income		1,701			3,870			6,518			8,914			10,345			5,278			7,135
	Interest expense		(2,020	)		(1,162	)		(623	)		(357	)		(205	)		(116	)		(113	)
	Other income (expense)		322			(626	)		(272	)		(774	)		(606	)		(849	)		(540	)
Total other income, net			3			2,082			5,623			7,783			9,534			4,313			6,482
Earnings before income taxes and minority interest			24,510			51,706			78,447			93,911			116,100			62,576			71,792
Net income		$	14,918		$	31,730		$	49,243		$	58,043		$	71,056		$	38,568		$	44,300

(1)

Reflects results of RQH from May 31, 2007, the date on which RQH was acquired, through December 31, 2007.

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	Years Ended December 31,
	2003		2004		2005		2006		2007(1)
					(unaudited)
Other Operating Metrics:
Interval
Total active members (in thousands)(2)		1,594		1,696		1,782		1,850		1,961
Total confirmed vacations (in thousands)(3)		793		861		880		928		985
Average revenue per member(4)	$	122.72	$	136.94	$	140.37	$	149.55	$	156.75
RQH
Available room nights (in thousands)(5)		—		—		—		—		955
Revenue per available room(6)		—		—		—		—	$	127.14

(1)

Includes RQH from May 31, 2007, the date on which RQH was acquired.

(2)

Active members as of the end of the period. Active members are members in good standing that have paid membership fees and any other applicable charges in full as of the end of the period or are within the allowed grace period.

(3)

Confirmed vacations represents vacation transactions that have been confirmed during the period.

(4)

Membership, confirmed vacations, including reservation services and ancillary revenue, such as revenue related to insurance and travel related services provided to members of ILG's exchange networks for the applicable period, divided by the average number of Active Members during the applicable period.

(5)

Number of nights available at RQH—managed vacation properties during the period.

(6)

Gross lodging revenue divided by the number of available room nights during the period.

	December 31,										June 30,
	2003(1)		2004(1)		2005(1)		2006		2007		2008(1)
	(in thousands)
Balance Sheet Data (at end of period):
Cash and cash equivalents	$	20,034	$	33,810	$	36,443	$	37,557	$	67,113	$	76,208
Total assets		799,847		789,383		783,032		767,677		922,617	$	928,408
Total shareholders' equity		522,577		467,746		439,947		408,887		513,367	$	499,393

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	Years Ended December 31,															Six Months Ended June 30,
	2003			2004			2005			2006			2007(2)			2007			2008
	(unaudited)			(unaudited)												(unaudited)			(unaudited)
	(In thousands, except for ratios)
Cash Flow Data:
Net cash provided by operating activities		N/A			N/A		$	95,031		$	106,387		$	125,580		$	69,529		$	74,990
Net cash used in investing activities		N/A			N/A			(89,095	)		(110,247	)		(208,910	)		(46,412	)		(66,555	)
Net cash (used in) provided by financing activities		N/A			N/A			(33	)		465			112,192			(258	)		—
Other Financial Data:
Depreciation and amortization	$	34,489		$	33,764		$	32,588		$	33,052		$	35,294		$	16,463		$	17,581
Capital expenditures		(8,091	)		(6,927	)		(8,966	)		(6,682	)		(10,319	)		(3,894	)		(5,617	)
Operating Income Before Amortization(3)		51,553			76,458			99,303			114,634			137,074			72,230			81,357
Ratio of earnings to fixed charges		6.0			14.0			23.5			28.2			34.6			38.3			42.5

(1)

Balance sheet data as of December 31, 2003, 2004 and 2005 and June 30, 2008 is unaudited.

(2)

Reflects the results of RQH from May 31, 2007, the date on which RQH was acquired.

(3)

Operating Income Before Amortization is defined as operating income excluding, if applicable: (i) non-cash compensation expense, (ii) amortization of intangibles and goodwill impairment, (iii) pro forma adjustments for significant acquisitions and (iv) one-time items. We believe Operating Income Before Amortization is useful to investors because it represents our operating results, taking into account depreciation, which we believe is an ongoing cost of doing business, but excluding the effects of any other non-cash expenses. Operating Income Before Amortization is currently one of the primary metrics by which we evaluate our performance, on which our internal budgets are based and by which management is compensated. We believe that investors should have access to the same set of tools that we use in analyzing our results. Operating Income Before Amortization has certain limitations in that it does not take into account the impact to our statement of operations of certain expenses, including non-cash compensation, and acquisition-related accounting.

These non-GAAP measures should be considered in addition to results prepared in accordance with GAAP, but should not be considered a substitute for or superior to GAAP results. We endeavor to compensate for the limitations of all non-GAAP measures used in this prospectus by also providing the comparable GAAP measures with equal or greater prominence and descriptions of the reconciling items, including quantifying such items, to derive the non-GAAP measures. We provide and encourage you to examine the reconciling adjustments between Operating Income

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Before Amortization. See "ILG'S Principles of Financial Reporting."


Operating Income Before Amortization are reconciled to operating income as follows:

	Years Ended December 31,										Six Months Ended June 30,
	2003		2004		2005		2006		2007(1)		2007		2008
	(unaudited)		(unaudited)								(unaudited)		(unaudited)
	(In thousands)
Operating Income	$	24,507	$	49,624	$	72,824	$	86,128	$	106,566	$	58,263	$	65,310
Non-cash compensation Expense		1,826		1,705		1,259		3,286		3,629	$	1,357	$	3,093
Amortization of intangibles		25,220		25,220		25,220		25,220		26,879	$	12,610	$	12,954
Operating Income Before Amortization		51,553		76,548		99,303		114,634		137,074	$	72,230	$	81,357

(1)

Reflects the results of RQH from May 31, 2007, the date on which RQH was acquired.

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RISK FACTORS

You should carefully consider the risk factors discussed below as well as the other information contained in this prospectus before deciding whether to invest in the notes. The risks discussed below, any of which could materially and adversely affect our business, financial condition or results of operations, are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially and adversely affect our business, financial condition or results of operations. In this "Risk Factors" section, the term "notes" refers to both the new notes and the old notes.

Risks Relating to Our Indebtedness and the Notes

We may not be able to generate sufficient cash to service our debt obligations, including our obligations under the notes.

        Our ability to make payments on and to refinance our indebtedness, including the notes, will depend on our financial and operating performance, which is subject to prevailing economic and competitive conditions and to certain financial, business and other factors beyond our control. We may be unable to maintain a level of cash flows from operating activities sufficient to permit us to pay the principal, premium, if any, and interest on our indebtedness, including the notes.

        If our cash flows and capital resources are insufficient to fund our debt service obligations, we may be forced to reduce or delay investments and capital expenditures, or to sell assets, seek additional capital or restructure or refinance our indebtedness, including the notes. These alternative measures may not be successful and may not permit us to meet our scheduled debt service obligations. In the absence of such operating results and resources, we could face substantial liquidity problems and might be required to dispose of material assets or operations to meet our debt service and other obligations. Our senior secured credit agreement and the indenture governing the notes restrict our ability to dispose of assets, use the proceeds from any disposition of assets and to refinance our indebtedness. We may not be able to consummate those dispositions or to obtain the proceeds that we could realize from them and these proceeds may not be adequate to meet any debt service obligations then due.

We have a substantial amount of indebtedness, which could adversely affect our financial position and prevent us from fulfilling our obligations under the notes.

        We have a substantial amount of indebtedness. As of June 30, 2008, on a pro forma basis we would have had total debt of approximately $450 million, consisting of $300 million of notes offered hereby and $150 million of borrowings under our senior secured credit facilities. We also would have had an additional $50 million, net of any letters of credit usage, available for borrowing under the revolving portion of our senior secured credit facilities at that date. We may also incur significant additional indebtedness in the future. Our substantial indebtedness may:

•

make it difficult for us to satisfy our financial obligations, including making scheduled principal and interest payments on the notes and our other indebtedness;



•

limit our ability to borrow additional funds for working capital, capital expenditures, acquisitions or other general business purposes;



•

limit our ability to use our cash flow or obtain additional financing for future working capital, capital expenditures, acquisitions or other general business purposes;



•

require us to use a substantial portion of our cash flow from operations to make debt service payments; limit our flexibility to plan for, or react to, changes in our business and industry;



•

place us at a competitive disadvantage compared to our less leveraged competitors; and



•

increase our vulnerability to the impact of adverse economic and industry conditions.

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Despite our current level of indebtedness, we may still be able to incur substantially more indebtedness. This could exacerbate the risks associated with our substantial indebtedness.

        We and our subsidiaries may be able to incur substantial additional indebtedness in the future. The terms of the indenture limit, but do not prohibit, us or our subsidiaries from incurring additional indebtedness. If we incur any additional indebtedness that ranks equally with the notes and the guarantees, the holders of that indebtedness will be entitled to share ratably with the holders of the notes and the guarantees in any proceeds distributed in connection with any insolvency, liquidation, reorganization, dissolution or other winding-up of us. This may have the effect of reducing the amount of proceeds paid to you. If new indebtedness is added to our current debt levels, the related risks that we and our subsidiaries now face could intensify.

The notes and the guarantees will be unsecured and effectively subordinated to our and the guarantors' existing and future secured indebtedness.

        The notes and the guarantees will be general unsecured obligations ranking effectively junior in right of payment to all of our existing and future secured indebtedness and that of each guarantor, including indebtedness under our senior secured credit facilities. Additionally, the indenture governing the notes permits us to incur additional secured indebtedness in the future. In the event that we or a guarantor is declared bankrupt, becomes insolvent or is liquidated or reorganized, any indebtedness that is effectively senior to the notes and the guarantees will be entitled to be paid in full from our assets or the assets of the guarantor, as applicable, securing such indebtedness before any payment may be made with respect to the notes or the affected guarantees. Holders of the notes will participate ratably with all holders of our unsecured indebtedness that is deemed to be of the same class as the notes, and potentially with all of our other general creditors, based upon the respective amounts owed to each holder or creditor, in our remaining assets. As of June 30, 2008, on a pro forma basis, the notes and the guarantees would have been effectively subordinated to $150 million of senior secured indebtedness all of which would have been under our senior secured credit facilities. We would also have had an additional $50 million available for borrowing under the revolving portion of our senior secured credit facilities, and the notes and the guarantees would have been effectively subordinated to any borrowings thereunder.

Claims of noteholders will be structurally subordinate to claims of creditors of our subsidiaries that do not guarantee the notes.

        The notes will not be guaranteed by our non-U.S. subsidiaries. Accordingly, claims of holders of the notes will be structurally subordinated to the claims of creditors of these non-guarantor subsidiaries, including trade creditors. All obligations of our non-guarantor subsidiaries will have to be satisfied before any of the assets of these subsidiaries would be available for distribution, upon a liquidation or otherwise, to us or a guarantor of the notes. In the event of the liquidation, dissolution, reorganization, bankruptcy or similar proceeding of the business of a subsidiary that is not a guarantor, creditors of that subsidiary would generally have the right to be paid in full before any distribution is made to us or the holders of the notes. In any of these events, we may not have sufficient assets to pay amounts due on the notes with respect to the assets of that subsidiary. On a pro forma basis, as of June 30, 2008, we would have had $450 million of outstanding debt on a consolidated basis, of which $150 million would have been secured debt (excluding $50 million of unused revolving commitments, net of any letters of credit usage, under our senior secured credit facilities.) Our non-guarantor subsidiaries accounted for approximately $29.5 million, or 13.4%, of our total revenues for the six months ended June 30, 2008, and approximately $47.1 million, or 13.1%, of our total revenues for the year ended December 31, 2007, and approximately $108.8 million, or 11.7%, of our total assets and approximately $62.1 million, or 14.5%, of our total liabilities as of June 30, 2008. As of June 30, 2008, on a pro forma basis, our non-guarantor subsidiaries would have accounted for approximately 11.0% of our total assets and 7.2% of our total liabilities.

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

        Any default under the agreements governing our indebtedness, including a default under the senior secured credit facilities, that is not waived by the required lenders thereunder, and the remedies sought by the holders of such indebtedness, could prevent us from paying principal, premium, if any, and interest on the notes and substantially decrease the market value of the notes. If we are unable to generate sufficient cash flow and are otherwise unable to obtain funds necessary to meet required payments of principal, premium, if any, and interest on our indebtedness, or if we otherwise fail to comply with the various covenants, including financial and operating covenants, in certain instruments governing our indebtedness (including covenants in our senior secured credit facilities and the indenture governing the notes offered hereby), we could be in default under the terms of the agreements governing such indebtedness, including our senior secured credit agreement and the indenture governing the notes offered hereby. In the event of such default, the holders of such indebtedness could elect to declare all the funds borrowed thereunder to be due and payable, together with accrued and unpaid interest, the lenders under our senior secured credit facilities could elect to institute foreclosure proceedings against our assets, and we could be forced into bankruptcy or liquidation. If our operating performance declines, we may in the future need to obtain waivers from the required lenders under our senior secured credit facilities to avoid being in default. If we breach our covenants under our senior secured credit facilities 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 our senior secured credit agreement, the lenders could exercise their rights, as described above, and we could be forced into bankruptcy or liquidation.

Your ability to transfer the notes may be limited by the absence of an active trading market, and an active trading market may not develop for the notes.

        The notes are a new issue of securities for which there is no established trading market. We do not intend to have the notes listed on a national securities exchange or to arrange for quotation on any automated dealer quotation systems. We cannot assure you as to the development or liquidity of any trading market for the notes. The liquidity of any market for the notes will depend on a number of factors, including:

•

the number of holders of notes;



•

our operating performance and financial condition;



•

the market for similar securities;



•

the interest of securities dealers in making a market in the notes; and



•

prevailing interest rates.

        Historically, the market for non-investment grade debt has been subject to disruptions that have caused substantial volatility in the prices of securities similar to the notes. The market, if any, for the notes may face similar disruptions that may adversely affect the prices at which you may sell your notes. Therefore, you may not be able to sell your notes at a particular time and the price that you receive when you sell may not be favorable.

Our being subject to certain fraudulent transfer and conveyance laws may have adverse implications for the holders of the notes.

        Under U.S. bankruptcy law and comparable provisions of state fraudulent transfer laws, the notes or a guarantee can be voided or subordinated to the presently existing or future indebtedness of the issuer or such guarantors if, among other things, the issuer or any guarantor, at the time it, as applicable, issued the notes or incurred the indebtedness evidenced by its guarantee or, in some states,

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when payments become due under the notes or a guarantee, received less than reasonably equivalent value or fair consideration for the issuing of the notes or the incurrence of the guarantee and:

•

was insolvent or was rendered insolvent by reason of the related financing transactions;



•

was engaged or was about to engage in a business or transaction for which its remaining assets constituted unreasonably small capital; or



•

intended to incur, or believed that it would incur, debts beyond its ability to pay those debts as they mature.

        The notes or any guarantee may also be voided, without regard to these factors, if a court finds that the issuer or the guarantor issued the notes or entered into the guarantee with the actual intent to hinder, delay or defraud its creditors.

        A court would likely find that the issuer or any guarantor did not receive reasonably equivalent value or fair consideration for the issuance of the notes or for a guarantee if it did not substantially benefit directly or indirectly from the issuance of the notes or the guarantees. If a court were to void the issuance of the notes or a guarantee, you would no longer have a claim against the issuer or such guarantor, as applicable. Sufficient funds to repay the notes may not be available from other sources, including the issuer or the remaining guarantors, if any. In addition, the court might direct you to repay any amounts that you already received from the issuer or any guarantor.

        The measures of insolvency for purposes of fraudulent transfer laws vary depending upon the governing law. Generally, the issuer or a guarantor would be considered insolvent if:

•

the sum of its debts, including contingent liabilities, were greater than the fair saleable value of all its assets;



•

the present fair saleable value of its assets is less than the amount that would be required to pay its probable liability on its existing debts, including contingent liabilities, as they become absolute and mature; or



•

it could not pay its debts as they become due.

        Each guarantee will contain a provision intended to limit the guarantor's liability to the maximum amount that it could incur without causing the incurrence of obligations under its guarantee to be a fraudulent transfer. This provision may not be effective to protect the guarantees from being voided under fraudulent transfer law.

Upon a change of control, we may not have the funds necessary to finance the change of control offer required by the indenture governing the notes, which would violate the terms of the notes.

        Upon the occurrence of a change of control, holders of the notes will have the right to require us to purchase all or any part of the notes at a price equal to 101% of the principal amount, plus accrued and unpaid interest, if any, to the date of purchase. We may not have sufficient financial resources available to satisfy all of obligations under the notes in the event of a change in control. Further, we will be contractually restricted under the terms of our senior secured credit facilities from repurchasing all of the notes tendered upon a change of control. Accordingly, we may be unable to satisfy our obligations to purchase the notes unless we are able to refinance or obtain waivers under our senior secured credit facilities. Our failure to purchase the notes as required under the indenture would result in a default under the indenture and a cross-default under our senior secured credit facilities, each of which could have material adverse consequences for us and the holders of the notes. In addition, the senior secured credit facilities will provide that a change of control is a default that permits lenders to accelerate the maturity of borrowings under it. See "Description of New Notes—Change of Control."

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Covenants in our debt agreements restrict our business in many ways.

        The indenture governing the notes and our senior secured credit facilities contain various covenants that limit our ability and/or our restricted subsidiaries' ability to, among other things:

•

incur additional debt;



•

incur additional liens;



•

issue redeemable stock and preferred stock;



•

pay dividends or distributions or redeem or repurchase capital stock;



•

prepay, redeem or repurchase debt;



•

make loans, investments and capital expenditures;



•

enter into agreements that restrict distributions from our subsidiaries;



•

sell assets and capital stock of our subsidiaries;



•

enter into certain transactions with affiliates; and



•

consolidate or merge with or into, or sell substantially all of our assets to, another person.

        In addition, our senior secured credit facilities contain restrictive covenants and require us to maintain specified financial ratios. Our ability to meet those financial ratios can be affected by events beyond our control, and we may be unable to meet those tests. A breach of any of these covenants could result in a default under our senior secured credit facilities and/or the indenture governing the notes. Upon the occurrence of an event of default under our senior secured credit facilities, the lenders could elect to declare all amounts outstanding under our senior secured credit facilities to be immediately due and payable and terminate all commitments to extend further credit. If we were unable to repay those amounts, the lenders could proceed against the collateral granted to them to secure that indebtedness. We have pledged a significant portion of our assets as collateral under our senior secured credit facilities. If the lenders under our senior secured credit facilities accelerate the repayment of borrowings, we may not have sufficient assets to repay our senior secured credit facilities and our other indebtedness, including the notes. See "Description of Certain Indebtedness." Our borrowings under our senior secured credit facilities are, and are expected to continue to be, at variable rates of interest and expose us to interest rate risk. If interest rates increase, our debt service obligations on the variable rate indebtedness would increase even though the amount borrowed remained the same, and our net income would decrease.

Certain covenants contained in the indenture will not be applicable during any period in which the notes are rated investment grade.

        The indenture governing the notes provides that certain covenants will not apply to us during any period in which the notes are rated investment grade by both Standard & Poor's and Moody's and no default has otherwise occurred and is continuing under the indenture. The covenants that would be suspended include, among others, limitations on and our restricted subsidiaries' ability to pay dividends, incur indebtedness, sell certain assets and enter into certain other transactions. Any actions that we take while these covenants are not in force will be permitted even if the notes are subsequently downgraded below investment grade and such covenants are subsequently reinstated. There can be no assurance that the notes will ever be rated investment grade, or that if they are rated investment grade, the notes will maintain such ratings. See "Description of New Notes—Suspension of Covenants."

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If you fail to comply with the procedures for tendering old notes, your old notes will remain outstanding after the consummation of the exchange offer.

        The new notes will be issued in exchange for the old notes only after timely receipt by the exchange agent of the old notes or a book-entry confirmation related thereto, or compliance with requirements for guaranteed delivery, a properly completed and executed letter of transmittal or an agent's message, and all other required documentation. If you want to tender your old notes in exchange for new notes, you should allow sufficient time to ensure timely delivery. Neither we nor the exchange agent are under any duty to give you notification of defects or irregularities with respect to tenders of old notes for exchange. Old notes that are not tendered or are tendered but not accepted will, following the exchange offer, continue to be subject to the existing transfer restrictions. In addition, if you tender the old notes in the exchange offer to participate in a distribution of the new notes, you will be required to comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction. For additional information, please refer to the sections of this prospectus entitled "The Exchange Offer" and "Plan of Distribution and Selling Restrictions."

United States holders may be required to pay United States federal income tax on accrual of original issue discount on the notes.

        If the "stated redemption price at maturity" of the notes exceeds their "issue price" by more than the statutory de minimis threshold, the notes are treated as having been issued with original issue discount for United States federal income tax purposes. A U.S. holder (as defined in "Certain Material United States Federal Income Tax Consequences") of a note may be required to include such original issue discount in gross income as it accrues, in advance of the receipt of cash attributable to that income and regardless of the U.S. holder's regular method of accounting for United States federal income tax purposes. See "Certain Material United States Federal Income Tax Consequences" for more detail.

Risks Relating to Our Spin-off from IAC

After our spin-off from IAC, we may be unable to make the changes necessary to operate effectively as a separate public entity.

        Following our spin-off from IAC, IAC has no obligation to provide financial, operational or organizational assistance to us, other than limited services pursuant to a transition services agreement that we entered into with IAC and the other Spincos in connection with the spin-offs. As a separate public entity, we are subject to, and responsible for, regulatory compliance, including periodic public filings with the SEC and compliance with NASDAQ's continued listing requirements, as well as generally applicable tax and accounting rules. We may be unable to implement successfully the changes necessary to operate as an independent public entity.

We have incurred and expect to continue to incur increased costs relating to operating as an independent company that could cause our cash flow and results of operations to decline.

        We expect that the obligations of being a public company, including substantial public reporting and investor relations obligations, will require new expenditures, place new demands on our management and will require the hiring of additional personnel. We may need to implement additional systems that require new expenditures in order to adequately function as a public company. Such expenditures could adversely affect our business, financial condition and results of operations.

        In addition, prior to the spin-off IAC's businesses, by virtue of being under the same corporate structure, shared economies of scope and scale in costs, human capital, vendor relationships and customer relationships with the businesses that we and the other Spincos will own following the spin-offs. The increased costs resulting from the loss of these benefits could have an adverse effect on us.

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If one or more spin-offs, together with certain related transactions, were to fail to qualify as a transaction that is generally tax free for U.S. federal income tax purposes under Sections 355 and/or 368(a)(1)(D) of the Code, IAC, the Spincos and IAC stockholders may be subject to significant tax liabilities.

        We received a private letter ruling from the Internal Revenue Service (the "IRS") and an opinion of counsel regarding the qualification of the spin-offs, together with certain related transactions, as transactions that are generally tax free for U.S. federal income tax purposes under Sections 355 and/or 368(a)(1)(D) of the Internal Revenue Code of 1986, as amended (the "Code"). The IRS private letter ruling and the opinions were based on, among other things, certain assumptions as well as the accuracy of certain representations and statements that IAC and the Spincos made to the IRS and to counsel or IAC's external tax advisors. If any of these representations or statements are, or become, inaccurate or incomplete, or if IAC or the Spincos breach any of their respective covenants, the IRS private letter ruling and/or the opinions may be invalid.

        Moreover, the IRS private letter ruling does not address all the issues that are relevant to determining whether the spin-offs qualify as transactions that are generally tax free for U.S. federal income tax purposes. Notwithstanding the IRS private letter ruling and opinion of counsel, the IRS could determine that one or more of the spin-offs should be treated as a taxable distribution if it determines that any of the representations, assumptions or undertakings that were included in the request for the IRS private letter ruling is false or has been violated or if it disagrees with the conclusions in the opinion of counsel that are not covered by the IRS ruling.

        If one or more spin-offs were to fail to qualify as a transaction that is generally tax free for U.S. federal income tax purposes under Sections 355 and/or 368(a)(1)(D) of the Code, then IAC generally would recognize gain in an amount equal to the excess of (i) the fair market value of the Spinco common stock distributed to the IAC stockholders in such taxable spin-off over (ii) IAC's tax basis in the common stock of such Spinco. In addition, each IAC stockholder who received Spinco common stock in such taxable spin-off generally would be treated as having received a taxable distribution in an amount equal to the fair market value of the Spinco common stock received (including any fractional share sold on behalf of the stockholder) in such spin-off, which would be taxable as a dividend to the extent of the stockholder's ratable share of IAC's current and accumulated earnings and profits (as increased to reflect any current income, including any gain, recognized by IAC on the taxable spin-off). The balance, if any, of the distribution would be treated as a nontaxable return of capital to the extent of the IAC stockholder's tax basis in its IAC stock, with any remaining amount being taxed as capital gain.

        Under the Tax Sharing Agreement that we entered into with IAC and the other Spincos, each Spinco generally is required to indemnify IAC and the other Spincos for any taxes resulting from the spin-off of such Spinco (and any related interest, penalties, legal and professional fees, and all costs and damages associated with related stockholder litigation or controversies) to the extent such amounts resulted from (i) any act or failure to act by such Spinco described in the covenants in the Tax Sharing Agreement, (ii) any acquisition of equity securities or assets of such Spinco or a member of its group, or (iii) any breach by such Spinco or any member of its group of any representation or covenant contained in the separation documents or in the documents relating to the IRS private letter ruling and/or tax opinions. The ability of IAC or the other Spincos to collect under these indemnity provisions will depend on the financial position of the indemnifying party. See "Certain Relationships and Related Party Transactions—Relationships Among IAC and the Spincos—Tax Sharing Agreement."

        In addition, the IRS could disagree with or challenge the conclusions reached in one or more of the tax opinions that IAC received with respect to certain related matters and transactions. In such case, IAC could recognize material amounts of taxable income or gain.

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Certain transactions in IAC or Spinco equity securities could cause one or more of the spin-offs to be taxable to IAC and may give rise to indemnification obligations of ILG under the Tax Sharing Agreement.

        Current U.S. federal income tax law creates a presumption that the spin-off of a Spinco would be taxable to IAC, but not to its stockholders, if such spin-off is part of a "plan or series of related transactions" pursuant to which one or more persons acquire directly or indirectly stock representing a 50% or greater interest (by vote or value) in IAC or such Spinco. Acquisitions that occur during the four-year period that begins two years before the date of a spin-off are presumed to occur pursuant to a plan or series of related transactions, unless it is established that the acquisition is not pursuant to a plan or series of transactions that includes the spin-off. U.S. Treasury regulations currently in effect generally provide that whether an acquisition and a spin-off are part of a plan is determined based on all of the facts and circumstances, including, but not limited to, specific factors described in the Treasury regulations. In addition, the Treasury regulations provide several "safe harbors" for acquisitions that are not considered to be part of a plan.

        These rules will limit our ability during the two-year period following the spin-offs to enter into certain transactions that might be advantageous to us and our stockholders, particularly issuing equity securities to satisfy financing needs, repurchasing equity securities, and, under certain circumstances, acquiring businesses or assets with equity securities or agreeing to be acquired. Under the Tax Sharing Agreement, there are restrictions on our ability to take such actions until September 2010.

        In addition, the Tax Sharing Agreement generally provides that each Spinco will indemnify IAC and the other Spincos for any taxes resulting from the spin-off of such Spinco (and any related interest, penalties, legal and professional fees, and all costs and damages associated with related stockholder litigation or controversies) to the extent such amounts result from (i) any act or failure to act by such Spinco described in the covenants in the Tax Sharing Agreement, (ii) any acquisition of equity securities or assets of such Spinco or a member of its group, and (iii) any breach by such Spinco or any member of its group of any representation or covenant contained in the separation documents or in the documents relating to the IRS private letter ruling and/or tax opinions. See "Certain Relationships and Related Party Transactions—Tax Sharing Agreement."

        In addition to actions of IAC and the Spincos, certain transactions that are outside their control and therefore not subject to the restrictive covenants contained in the Tax Sharing Agreement, such as a sale or disposition of the stock of IAC or the stock of a Spinco by certain persons that own five percent or more of any class of stock of IAC or such Spinco, respectively, could have a similar effect on the tax-free status of the spin-offs as transactions to which IAC or a Spinco is a party. As of August 20, 2008, Liberty Media Corporation and certain of its affiliates, in the aggregate, owned ILG stock representing approximately 29.6% by vote and value. Accordingly, in evaluating our ability to engage in certain transactions involving our equity securities, we will need to take into account the activities of Liberty Media Corporation and its affiliates.

        As a result of these rules, even if the ILG spin-off otherwise qualifies as a transaction that is generally tax-free for U.S. federal income tax purposes, transactions involving ILG or IAC equity securities (including transactions by certain significant stockholders) could cause IAC to recognize taxable gain with respect to the stock of ILG as described above. Although the restrictive covenants and indemnification provisions contained in the Tax Sharing Agreement are intended to minimize the likelihood that such an event will occur, the ILG spin-off may become taxable to IAC as a result of transactions in IAC or ILG equity securities.

The spin-off agreements were not the result of arm's length negotiations.

        The agreements that we entered into with IAC and the other Spincos in connection with the spin-offs, including the Separation and Distribution agreement, tax sharing agreement, employee matters agreement and transition services agreement, were established by IAC, in consultation with the Spincos, with the intention of maximizing the value to current IAC's shareholders. Accordingly, the

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terms for us may not be as favorable as would have resulted from negotiations among unrelated third parties.

Risk Factors Relating to Our Business

Adverse Event and Trends—Adverse events and trends in the vacation ownership, vacation rental and travel industries could adversely affect our business, financial condition and results of operations.

        The success of ILG and our businesses depends, in substantial part, upon the health of the worldwide vacation ownership, vacation rental and travel industries. Travel expenditures are sensitive to business and personal discretionary spending levels and tend to decline during general economic downturns. Also, inclement weather and/or natural disasters, such as earthquakes, hurricanes, fires, floods and tsunamis may result in the inability of consumers to travel to and vacation in certain destinations and regions in which participating resorts operate and/or vacation rental properties are located. Similarly, significant damage to resorts and/or vacation rental properties could result in a decrease in the number of resort accommodations or vacation rentals available for use in our vacation ownership membership programs or as vacation rentals. Our businesses are also sensitive to travel health concerns, such as SARS, bird flu and other pandemics, as well as concerns related to terrorism, enhanced travel security measures and/or geopolitical conflicts.

        Accordingly, downturns or weaknesses in the travel industry or price increases for travel related services, including economic factors adversely impacting consumers' decisions to use and consume travel services, the overall financial instability of the airline industry and associated air carrier bankruptcies, decreased airlift to relevant markets, job actions and strikes, and increased costs of transportation based on increased fuel prices, could adversely affect our business, financial condition and results of operations, as could inclement weather, natural disasters, health concerns, terrorism, enhanced travel security measures and/or geopolitical conflicts. In addition, the tightening of credit available to vacation property developers, including challenges with securitizations, and purchasers could result in the development of fewer vacation ownership and vacation rental properties (and in the case of existing vacation ownership and vacation rental properties, fewer potential purchasers). This factor, plus the potential for increased default rates and refund requests among current vacation interest owners, could result in a decrease in the number of Interval's exchange network members and could have a material adverse effect on the vacation ownership and vacation rental industries, which in turn could have a material adverse effect on our business, financial condition and results of operations.

Competition—The industries in which our businesses operate are highly competitive and these businesses are subject to risks relating to competition that may adversely affect our performance.

        Our businesses will be adversely impacted if they cannot compete effectively in their respective industries, each of which is highly competitive. Our company's continued success depends upon our ability to compete effectively in markets that contain numerous competitors, some of which may have significantly greater financial, marketing and other resources than we have. In particular, in the case of our Interval business, its primary competitor, RCI is larger and, through the resources of its corporate affiliates, particularly, Wyndham Vacation Ownership, Inc., itself engaged in vacation ownership sales, may have greater access to a significant segment of new vacation ownership purchasers. New competition or existing competition that does not operate on a value-added, membership basis may cause Interval to reduce its fee structure or potentially modify its business model, which would adversely affect our business, financial condition and results of operations.

Third Party Relationships—We depend on relationships with developers, members and other vacation property owners and any adverse changes in these relationships could adversely affect our business, financial condition and results of operations.

        Our Interval business is dependent upon vacation ownership developers for new members and supply of resort accommodations for use in confirmed vacations, as well as upon members to renew their existing memberships and otherwise engage in transactions. Our RQH business is dependent upon vacation property owners and hotels for vacation properties to manage and rent to vacationers.

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        Interval has established multi-year relationships with numerous developers pursuant to exclusive affiliation agreements and we believe that relationships with these entities are generally strong, but these historical relationships may not continue in the future. The non-renewal or termination of an affiliation agreement with a major developer or multiple affiliation agreements with a combination of smaller developers could have a material adverse effect on our business, financial condition and results of operations. Approximately one-third of the affiliation agreements with Interval's largest 25 developers, as determined based on new member contribution for the calendar year 2007, do not include auto-renewal provisions. During 2008, the affiliation agreements for several of Interval's largest new member producing developers are scheduled to renew. Negotiations aimed at the extension of these affiliation relationships are ongoing. The failure to renew some or all these agreements will impact Interval's new member enrollment and could have a material adverse impact on our business, financial condition and results of operation.

        Interval may be unable to maintain existing or negotiate new affiliation agreements with resort developers or secure renewals with existing members in its exchange programs, and its failure to do so would result in decreases in the number of new and/or existing members, the supply of resort accommodations available through its exchange networks and related revenues, which could have a material adverse effect on ILG's business, financial condition and results of operations. The non-renewal of an affiliation agreement will adversely affect the ability of Interval to secure new members for its programs from the non-renewing resort, and will result in the loss of existing members (and their vacation interests) to the extent that Interval does not secure membership renewals directly from such members.

        We believe that developers will continue to create and operate internal reservation and exchange systems, which decreases their reliance on vacation ownership membership programs, including those offered by Interval, and could adversely impact the supply of resort accommodations available through Interval's exchange networks. The vacation ownership industry continues to experience consolidation through the acquisition of vacation ownership developers by other developers, which may result in the diversion of exchange membership and other business. The ability of Interval to maintain existing or negotiate new affiliation agreements is adversely impacted by the continued creation and operation of internal reservation and exchange systems by developers, as well as by consolidation in the vacation ownership industry.

        Similarly, the failure of RQH to maintain existing or negotiate new property management and/or rental services arrangements with vacation property owners, as a result of the sale of property to third parties or otherwise, or the failure of vacationers to book vacation rentals through, RQH would result in a decrease in related revenues, which would have an adverse effect on our business, financial condition and results of operations.

Key Personnel—Loss of one or more of our key personnel could adversely affect our relationships with third parties, business, financial condition and results of operations.

        Our operations require managerial and operational expertise as well as the maintenance of relationships with resort developers and other third parties. In particular, we are dependent upon the management skills and continued services of several members of our senior management team, including Craig M. Nash, our Chief Executive Officer, Jeanette E. Marbert, our Chief Operating Officer, David C. Gilbert, Interval's Executive Vice President—Resort Sales and Marketing, and Kelvin M. Bloom, President of RQH. The failure of such key personnel to continue to be active in management of our businesses could have a material adverse effect on relationships with third parties, business, financial condition and results of operations. We do not maintain key employee insurance for any of our officers and employees.

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Adverse Events and Trends in Key Vacation Destinations—Adverse events and trends in key vacation destinations could adversely affect our business, financial condition and results of operations.

        A substantial percentage of the vacation ownership resorts currently participating in Interval's exchange networks are located in Florida, Hawaii, Las Vegas, Mexico and Southern California, and all of the vacation properties for which RQH provides vacation rental and property management services are located in Hawaii. Approximately $120 million in revenue was generated from travel to properties located in all of these locations as well as property management services performed in Hawaii in 2007. As a result, our ongoing ability to successfully process confirmed vacations for members, as well as our ability to find a market for accommodations sourced through RQH, is largely dependent on the continued desirability of these areas as key vacation destinations. While travel demand for these destinations has been historically high on a consistent basis, this may not continue to be the case. Any significant shift in travel demand for one or more of these key destinations or any adverse impact on transportation to them, such as decreased airlift or increased travel costs, could have a material adverse effect on our business, financial condition and results of operations.

        The bankruptcies of two prominent airlines serving the region and their resultant cessation of operations decreased the availability of flights for vacationers seeking to travel to Hawaii. According to the Hawaii Department of Business, Economic Development and Tourism ("DBEDT"), air seats into Hawaii are anticipated to be reduced by approximately 11% for the third quarter of 2008, as compared to those available for the same period of 2007. The Hawaii DBEDT also announced that in July 2008, arrivals by air dipped 13.7% over July 2007. These factors along with the downturn in the general economic conditions of the Hawaiian travel and leisure industry could lead to a continued trend of lower demand for vacation properties in Hawaii and could have a material adverse effect on our business, financial condition and results of operations.

        In addition, hurricanes, earthquakes or other adverse events impacting one or more of these key destinations could significantly reduce the number of accommodations available for confirmed vacations or rental to members and vacationers, as well as the need for vacation rental and property management services generally. Accordingly, any such event could have a material adverse effect on our business, financial condition and results of operations, the impact of which could be prolonged.

International Operations—Interval operates in a number of international markets, which exposes us to additional risks that could adversely affect our business, financial condition and results of operations.

        Revenues from international operations represented approximately 16%, 18% and 18% of our consolidated revenues in 2007, 2006 and 2005, respectively. The decrease in 2007, as compared to prior periods, is due to domestic revenue growing at a faster rate during this time period, primarily due to the acquisition of RQH in 2007. We currently expect to continue to seek to expand and invest in our vacation ownership membership business in various international markets, especially in the Middle East and Asia.

        In order to achieve widespread acceptance in international markets, Interval must continue to successfully tailor its services to the unique customs and cultures of relevant countries and markets. Learning the customs and cultures of various countries and markets can be difficult and costly, and the failure to do so could slow international growth. Operating in international markets also exposes us to additional risks, including, among others, changes in regulatory requirements, including taxation, limits on our ability to sell products and services and enforce intellectual property rights and difficulties in managing operations due to distance, language and cultural differences, including issues associated with establishing management systems and infrastructures and staffing and managing foreign operations. Also, in particular, significant fluctuations in the value of the U.S. dollar relative to certain foreign currencies could have an adverse effect on the results of our businesses operating in jurisdictions where the pricing for products and services is established in U.S. dollars and adjusted to local currency based

31

on then-current exchange rates. We do not currently engage in hedging transactions designed to reduce our exposure to foreign currency risk.

        We are also exposed to risks associated with the repatriation of cash generated by certain of our foreign operations to the United States. Currently, we conduct vacation ownership exchange operations in one Latin American country from which we cannot repatriate cash generated by our operations in full. As of December 31, 2007, we had approximately $5.1 million in cash that can only be repatriated upon the approval of that country's government. While we continue to pursue the repatriation of this cash through all lawful means, these efforts may be unsuccessful. Furthermore, other countries in which we maintain operations may impose limitations on the repatriation of cash generated by operations in such countries now or in the future. Any limitation on us to repatriate significant cash generated by our international operations would have a material adverse effect on our business, financial condition and results of operations.

Acquisitions and Strategic Arrangements—We may experience financial and operational risks in connection with acquisitions and strategic arrangements. In addition, businesses acquired by us may incur significant losses from operations or experience impairment of carrying value.

        We acquired RQH in May 2007 and intend to selectively pursue other acquisitions. However, we may be unable to identify attractive acquisition candidates or complete transactions on favorable terms. In addition, in the case of acquired businesses, we will need to:

•

successfully integrate the operations, as well as the accounting, financial controls, management information, technology, human resources and other administrative systems, of acquired businesses with existing operations and systems;



•

maintain third party relationships previously established by acquired companies;



•

retain senior management and other key personnel at acquired businesses; and



•

successfully manage acquisition-related strain on our and/or the acquired businesses' management, operations and financial resources.

        We may not be successful in addressing these challenges or any others encountered in connection with historical and future acquisitions. In addition, the anticipated benefits of one or more acquisitions may not be realized and future acquisitions could result in potentially dilutive issuances of equity securities and/or the assumption of contingent liabilities. Also, the value of goodwill and other intangible assets acquired could be impacted by one or more unfavorable events or trends, which could result in impairment charges. The occurrence of any these events could adversely affect our business, financial condition and results of operations.

        We also intend to selectively enter into joint ventures and other strategic arrangements to provide new products and services complementary to those currently offered by our businesses. However, we may be unable to successfully enter into these arrangements on favorable terms or launch related products and services or such products and services may not gain market acceptance or be profitable. The failure to develop and execute any such initiatives on a cost-effective basis could have an adverse effect on our business, financial condition and results of operations.

Property Renovations—A significant decrease in the supply of available vacation rental accommodations due to ongoing property renovations could adversely affect our business, financial condition and results of operations.

        Several of the vacation rental properties in Hawaii for which RQH provides vacation rental and property management services are expected to undergo significant renovations over the next few years. While these renovations are not under our control (and ultimately are not funded by us), they will

32

result in a decrease in the supply of vacation rental accommodations available to vacationers, as well as the need for vacation rental services, during the applicable renovation periods. Furthermore, ongoing renovations at a particular property may negatively impact the desirability of the property as a vacation destination. A significant decrease in the supply of available vacation rental accommodations and the need for vacation rental services during renovation periods, coupled with the inability to attract vacationers to properties undergoing renovations, could have a material adverse effect on our business, financial condition and results of operations.

Compliance and Changing Laws, Rules and Regulations—The failure of our businesses to comply with extensive regulatory requirements, or to obtain and maintain required licenses and rights, could adversely affect our business, financial condition and results of operations.

        Our businesses are subject to various laws, rules and regulations on a global basis, including those specific to the vacation ownership industry, as well as those applicable to businesses generally, such as consumer protection and sales, use, value-added and other tax laws, rules and regulations. While we believe that the operations and practices of our businesses have been structured in a manner to ensure material compliance with applicable laws, rules and regulations, the relevant regulatory authorities may take a contrary position. The failure of our businesses to comply with applicable laws, rules and regulations, or to obtain required licenses or rights, could have a material adverse effect on our business, financial condition and results of operations. In addition, unfavorable changes in the laws, rules and regulations applicable to our businesses, including those related to the imposition of taxes, could decrease demand for the services offered by our businesses, increase costs and/or subject us to additional liabilities, which could have an adverse effect on our business, financial condition and results of operations.

        The vacation ownership industry is subject to extensive regulation in the United States and elsewhere, which generally requires vacation ownership resort developers to follow certain procedures in connection with the sale and marketing of vacation interests, including the filing of offering statements describing proposed developments with relevant governmental authorities for approval and the delivery to prospective purchasers of certain information relating to the terms of the purchase and use, including recission rights. Although we and our businesses are not subject to these regulations, such regulations directly affect the members and resort developers that participate in Interval's exchange networks and, therefore, indirectly affect us. As a result, any negative change in the regulatory environment within the vacation ownership industry could have a material adverse effect on our business, financial condition and results of operations. The European Union currently is considering amendments to its timeshare directive that may adversely affect our business and/or the businesses of resort developers in Europe.

        Our vacation rental operations are directly subject to a number of licensing requirements, as well as certain laws and regulations relating to consumer protection, particularly, those associated with the property management, including those relating to the preparation and sale of food and beverages, liquor service and health and safety of managed premises. The failure of RQH businesses to comply with applicable laws, rules and regulations, or to obtain required licenses or rights, could have a material adverse effect on our business, financial condition and results of operations.

Increasing Vacation Rental Revenues—Our future growth is dependent, in part, on the ability of our businesses to increase revenues from vacation rentals, and their failure to do so could adversely affect our business, financial condition and results of operations.

        We are actively seeking to increase revenues from vacation rentals. In furtherance of these efforts, we acquired RQH in May 2007. Through RQH, we consistently seek opportunities to solidify and expand upon our existing base of managed property owners through the critical evaluation and improvement of the property management services made available to managed property owners. In

33

addition, in an effort to better identify and secure (and ultimately rent more) available vacation rental properties, RQH actively seeks to own or lease the front desks of its managed properties and to manage each property's homeowners' association. However, these efforts may not increase the number of available vacation rentals or related revenues or the property management services provided by RQH may not continue to be attractive to vacation property owners. Interval is also actively seeking to provide vacation rental services to resorts participating in its exchange networks. Our businesses, however, may be unable to secure accommodations from developers on favorable terms, or we may be unable to rent such accommodations to our members or other vacationers. Our failure to increase revenues from vacation rentals could have a material adverse effect on our business, financial condition and results of operations.

Maintenance of Systems and Infrastructure—Our success depends, in part, on the integrity of our systems and infrastructures. System interruption and the lack of integration and redundancy in these systems and infrastructures may have an adverse impact on our business, financial conditions and results of operations.

        Our success depends, in part, on our ability to maintain the integrity of our systems and infrastructures, including websites, information and related systems, call centers and distribution and fulfillment facilities. System interruption and the lack of integration and redundancy in our information systems and infrastructures may adversely affect our ability to operate websites, process and fulfill transactions, respond to customer inquiries and generally maintain cost-efficient operations. We may experience occasional system interruptions that make some or all systems or data unavailable or prevent our businesses from efficiently providing services or fulfilling orders. We also rely on affiliate and third-party computer systems, broadband and other communications systems and service providers in connection with the provision of services generally, as well as to facilitate, process and fulfill transactions. Any interruptions, outages or delays in our systems and infrastructures, our businesses, our affiliates and/or third parties, or deterioration in the performance of these systems and infrastructures, could impair the ability of our businesses to provide services, fulfill orders and/or process transactions. Fire, flood, power loss, telecommunications failure, hurricanes, tornadoes, earthquakes, acts of war or terrorism, acts of God and similar events or disruptions may damage or interrupt computer, broadband or other communications systems and infrastructures at any time. Any of these events could cause system interruption, delays and loss of critical data, and could prevent our businesses from providing services, fulfilling orders and/or processing transactions. While our businesses have backup systems for certain aspects of their operations, these systems are not fully redundant and disaster recovery planning is not sufficient for all eventualities. In addition, we may not have adequate insurance coverage to compensate for losses from a major interruption. If any of these adverse events were to occur, it could adversely affect our business, financial conditions and results of operations.

        In addition, any penetration of network security or other misappropriation or misuse of personal consumer information could cause interruptions in the operations of our businesses and subject us to increased costs, litigation and other liabilities. Claims could also be made against us for other misuse of personal information, such as for unauthorized purposes or identity theft, which could result in litigation and financial liabilities, as well as administrative action from governmental authorities. Security breaches could also significantly damage our reputation with consumers and third parties with whom we do business. It is possible that advances in computer capabilities, new discoveries, undetected fraud, inadvertent violations of company policies or procedures or other developments could result in a compromise of information or a breach of the technology and security processes that are used to protect consumer transaction data. As a result, current security measures may not prevent any or all security breaches. We may be required to expend significant capital and other resources to protect against and remedy any potential or existing security breaches and their consequences. We also face risks associated with security breaches affecting third parties with which we are affiliated or otherwise conduct business online. Consumers are generally concerned with security and privacy of the internet, and any publicized security problems affecting our businesses and/or those of third parties may

34

discourage consumers from doing business with us, which could have an adverse effect on our business, financial condition and results of operations.

Privacy—The processing, storage, use and disclosure of personal data could give rise to liabilities as a result of governmental regulation, conflicting legal requirements or differing views of personal privacy rights.

        In the processing of consumer transactions, our businesses receive, transmit and store a large volume of personally identifiable information and other user data. The sharing, use, disclosure and protection of this information are governed by the privacy and data security policies maintained by us and our businesses. Moreover, there are federal, state and international laws regarding privacy and the storing, sharing, use, disclosure and protection of personally identifiable information and user data. Specifically, personally identifiable information is increasingly subject to legislation and regulations in numerous jurisdictions around the world, the intent of which is to protect the privacy of personal information that is collected, processed and transmitted in or from the governing jurisdiction. We could be adversely affected if legislation or regulations are expanded to require changes in business practices or privacy policies, or if governing jurisdictions interpret or implement their legislation or regulations in ways that negatively affect our business, financial condition and results of operations.

        Our businesses may also become exposed to potential liabilities as a result of differing views on the privacy of consumer and other user data collected by these businesses. Our failure, and/or the failure by the various third party vendors and service providers with which we do business, to comply with applicable privacy policies or federal, state or similar international laws and regulations or any compromise of security that results in the unauthorized release of personally identifiable information or other user data could damage the reputation of these businesses, discourage potential users from trying our products and services and/or result in fines and/or proceedings by governmental agencies and/or consumers, one or all of which could adversely affect our business, financial condition and results of operations.

Intellectual Property—We may fail to adequately protect our intellectual property rights or may be accused of infringing intellectual property rights of third parties.

        We may fail to adequately protect our intellectual property rights or may be accused of infringing intellectual property rights of third parties. We regard our intellectual property rights, including patents, service marks, trademarks and domain names, copyrights, trade secrets and similar intellectual property (as applicable), as critical to our success. Our businesses also rely heavily upon software codes, informational databases and other components that make up their products and services.

        We rely on a combination of laws and contractual restrictions with employees, customers, suppliers, affiliates and others to establish and protect these proprietary rights. Despite these precautions, it may be possible for a third party to copy or otherwise obtain and use trade secret or copyrighted intellectual property without authorization which, if discovered, might require legal action to correct. In addition, third parties may independently and lawfully develop substantially similar intellectual properties.

        We have generally registered and continue to apply to register, or secure by contract when appropriate, our trademarks and service marks as they are developed and used, and reserve and register domain names as we deem appropriate. We generally consider the protection of our trademarks to be important for purposes of brand maintenance and reputation. While we vigorously protect our trademarks, service marks and domain names, effective trademark protection may not be available or may not be sought in every country in which products and services are made available, and contractual disputes may affect the use of marks governed by private contract. Similarly, not every variation of a domain name may be available or be registered, even if available. Our failure to protect our intellectual property rights in a meaningful manner or challenges to related contractual rights could result in erosion of brand names and limit our ability of to control marketing on or through the

35

internet using our various domain names or otherwise, which could adversely affect our business, financial condition and results of operations.

        From time to time, we are subject to legal proceedings and claims in the ordinary course of business, including claims of alleged infringement of the trademarks, copyrights, patents and other intellectual property rights of third parties. In addition, litigation may be necessary in the future to enforce our intellectual property rights, protect trade secrets or to determine the validity and scope of proprietary rights claimed by others. Any litigation of this nature, regardless of outcome or merit, could result in substantial costs and diversion of management and technical resources, any of which could adversely affect our business, financial condition and results of operations. Patent litigation tends to be particularly protracted and expensive.

36

THE TRANSACTIONS

The Separation

        On August 20, 2008, IAC completed the separation into five separate, publicly traded companies via the distribution of all of the outstanding shares of common stock of the Spincos, each previously a wholly-owned subsidiary of IAC. At the time of the spin-offs, the Spincos held directly or indirectly the assets and liabilities associated with the following businesses:

•

HSNi: HSN TV, HSN.com, and the Cornerstone Brands, Inc. portfolio of catalogs, websites and retail locations;



•

ILG: the businesses currently comprising IAC's Interval segment;



•

Ticketmaster: Ticketmaster's primary domestic and international operations, as well as certain investments in unconsolidated affiliates; and



•

Tree.com: the businesses currently comprising IAC's Lending and Real Estate segments.

        Prior to the spin-offs, we entered into a Separation and Distribution Agreement and several other agreements with IAC and the other Spincos to effect the separation of the Spincos and provide a framework for the relationships of the Spincos with IAC and each other. Immediately following the spin-offs, IAC stockholders owned 100% of the outstanding common stock of each of the Spincos.

        In connection with certain internal restructuring steps implemented in contemplation of and in order for IAC to complete the Spin-Off of ILG and the other Spincos, on August 20, 2008, IAC transferred to ILG all of the outstanding stock of Interval Acquisition Corp., which, directly and through its subsidiaries, holds ownership interests in those entities and assets through which the businesses of ILG are conducted, and the assets of ILG are held.

Transfers to IAC and the Financing

        In connection with the spin-offs, Interval Acquisition Corp., which is a former subsidiary of IAC and became a subsidiary of ILG prior to the spin-offs, distributed to IAC approximately $89.4 million in cash borrowed under a newly-established senior secured credit facility described in more detail below and issued the $300 million of old notes. The issuance of the old notes and entering into of the senior secured credit facility are collectively referred to in this prospectus as the "financing." In connection with the spin-off of ILG, IAC agreed to exchange the old notes for certain of IAC's 7% Senior Notes due 2013 pursuant to the Notes Exchange and Consent Agreement described below. Interval Acquisition Corp., as the borrowing subsidiary of ILG, also paid a dividend to IAC prior to the spin-offs of all net receivables owed to it by IAC and its affiliates.

        These dividends and cash contributions were determined by IAC after an assessment of the optimal capital structure for ILG and for IAC, taking into account each company's cash flow prospects, working capital and other cash needs, potential acquisition agenda and other relevant factors.

ILG Senior Secured Credit Facilities

        Interval Acquisition Corp. is the borrower under the new senior secured credit facilities. The senior secured credit facilities are provided by a syndicate of banks and other financial institutions, with Wachovia Bank acting as lead lender. The senior secured credit facilities provide financing of up to $200.0 million, consisting of $150.0 million in term A loans with a maturity of five years and a $50.0 million revolving credit facility with a maturity of five years. In addition, subject to certain conditions, including compliance with certain financial covenants, the senior secured credit facilities permit Interval Acquisition Corp. to incur incremental term A and revolving loans under such facilities

37

in an aggregate principal amount of up to $75.0 million. There is currently no commitment in respect of such incremental loans.

        The proceeds of the term loan portion of the senior secured credit facilities were used to fund a dividend to IAC, to fund transaction fees and expenses and for ongoing working capital and other general corporate purposes. Funds drawn from the revolving credit facility will be used for working capital and general corporate purposes.

        All obligations under the senior secured credit facilities are unconditionally guaranteed by ILG and each of Interval Acquisition Corp.'s existing and future direct and indirect domestic subsidiaries, subject to certain exceptions. All obligations of Interval Acquisition Corp. under the senior secured credit facilities and the guarantees of those obligations are secured by (subject to certain exceptions) (i) a first priority pledge of all of the equity interests of (x) each of the domestic subsidiaries of Interval Acquisition Corp. and (y) Interval Acquisition Corp.; (ii) a first priority pledge of 65% of the equity interests of each of the first-tier foreign subsidiaries of Interval Acquisition Corp.; and (iii) a first priority security interest in substantially all of the other assets of Interval Acquisition Corp. and each subsidiary guarantor (subject to certain exceptions).

See "Description of Certain Indebtedness" below for additional information.

The Notes Exchange and Consent Agreement

        Interval Acquisition Corp. entered into a Notes Exchange and Consent Agreement with IAC and a group of institutional holders (the "IAC Noteholders") holding a majority in principal amount outstanding of IAC's 7% Senior Notes due 2013 (the "IAC Notes"), pursuant to which, among other things, IAC exchanged, immediately after the spin-off of ILG, all of the old notes for a portion of the IAC Notes held by certain of the IAC Noteholders, and certain of the IAC Noteholders tendered a portion of their IAC Notes into IAC's then pending cash tender offer for any and all of the IAC Notes (the "IAC Offer"). IAC also agreed to make specified amendments to the terms of the IAC Offer. The issuance and exchange of the old notes, together with the IAC Offer, were made in connection with the spin-off of ILG, and were intended to give rise to a succession event (with Interval Acquisition Corp. as the sole successor to IAC) for credit derivatives purposes.

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USE OF PROCEEDS

        We will not receive any proceeds from the exchange offer. Because we are exchanging the new notes for the old notes, which have substantially identical terms, the issuance of the new notes will not result in any increase in our indebtedness. The old notes surrendered in exchange for the new notes will be retired and canceled and cannot be reissued. The old notes, for which we incurred expenses of approximately $7.4 million, were issued as a distribution to IAC, which then exchanged them with certain holders of its notes in accordance with the provisions of the Exchange Agreement. The Exchange Agreement established an exchange rate based on the amount IAC was offering for the IAC Notes in its tender offer, as amended by the Exchange Agreement. This exchange rate resulted in the IAC noteholders receiving a principal amount of the old notes equal to the agreed upon value of the IAC Notes tendered, plus a cash payment with respect to a consent to certain matters provided by the Noteholders and any accrued and unpaid interest on the IAC Notes.

        We also used the net proceeds from the senior secured credit facilities to make a cash dividend to IAC and for general corporate purposes. See "The Transactions."

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CAPITALIZATION

        The following table presents our consolidated cash and cash equivalents and capitalization as of June 30, 2008 on an historical basis and on an unaudited pro forma basis for the separation, the financing and the application of proceeds therefrom. The borrower under the financings is Interval Acquisition Corp. Following the financing, Interval Acquisition Corp. paid a dividend to IAC, after which Interval Acquisition Corp. was contributed to ILG. The dividend consisted of approximately $89.4 million in cash and $300.0 million of aggregate principal face amount of the old notes. This structure was utilized principally because ILG believed it would provide greater financial and transactional flexibility. Pro forma for the separation and the financing includes the $450.0 million in indebtedness that Interval Acquisition Corp. incurred. In connection with the separation, ILG distributed the net proceeds of the financing and the old notes to IAC except for $50.0 million which it retained. ILG also retained its international cash which was approximately $74.9 million as of June 30, 2008. The separation of ILG and the related financing transactions are described in the notes to the Unaudited Pro Forma Condensed Consolidated Balance Sheet under the Unaudited Pro Forma Condensed Consolidated Financial Statements as if the separation and the related transactions and events had been consummated on June 30, 2008.

        The exchange offer will have no effect on our outstanding indebtedness nor result in additional proceeds to us. The old notes surrendered in exchange for the new notes in the exchange offer will be retired and cancelled and cannot be reissued.

        The assumptions used and pro forma adjustments derived from such assumptions are based on currently available information and ILG believes such assumptions are reasonable under the circumstances.

        This table should be read in conjunction with "Selected Historical Financial Data," "The Transactions," "Use of Proceeds," "Description of Certain Indebtedness," "Description of New Notes," "Management's Discussion and Analysis of Financial Condition and Results of Operations," the consolidated financial statements of ILG and the "Unaudited Pro Forma Condensed Consolidated Financial Statements" and accompanying notes included in this prospectus.

        The table below is not necessarily indicative of ILG's cash and cash equivalents and capitalization had the separation and the related financing transactions been completed on June 30, 2008. The capitalization table below may not reflect the capitalization or financial condition which would have resulted had ILG been operating as an independent, publicly-traded company at that date and is not necessarily indicative of ILG's future capitalization or financial condition.

			As of June 30, 2008
			Historical		Pro forma
			(unaudited)
			(in millions)
Cash and cash equivalents			$	76	$	125
Long-term debt:
	Senior secured credit facilities
		Revolving credit facility(1)	$	—	$	—
		Term loan facility		—		150
	9.5% Senior Notes due 2016(2)			—		277
Total long-term debt				—		427
Shareholders' equity				499		135
Total capitalization			$	499	$	562

(1)

Revolving credit facility provides for borrowing of up to $50 million.



(2)

Net of $23.5 million of original issue discount.

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RATIO OF EARNINGS TO FIXED CHARGES

        Our ratio of earnings to fixed charges for each of the fiscal years ended December 31, 2003 through 2007 and the six months ended June 30, 2008 was as follows:

			Fiscal Year Ended December 31,
	Six Months Ended June 30, 2008
			2007		2006		2005		2004		2003
Ratio of Earnings to Fixed Charges		42.5		34.6		28.2		23.5		14.0		6.0

        The ratio of earnings to fixed charges has been calculated by dividing ILG and its consolidated subsidiaries' (1) earnings before income taxes and minority interest plus fixed charges by (2) fixed charges. Fixed charges consist of interest expense and a portion (approximately 33%) of rental expense that management believes is representative of the interest component of rental expense.

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INTERVAL LEISURE GROUP, INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

        The following unaudited pro forma condensed consolidated financial statements of ILG and its subsidiaries, including Interval Acquisition Corp., reflect adjustments to the historical consolidated financial statements of ILG to give effect to the spin-off, the issuance of the old notes and the entry into the senior secured credit facilities and the borrowing of $150 million of term loans thereunder as of June 30, 2008 for the Unaudited Pro Forma Condensed Consolidated Balance Sheet and as of January 1, 2007 and January 1, 2008 for the Unaudited Pro Forma Condensed Consolidated Statement of Operations for the year ended December 31, 2007 and the six months ended June 30, 2008, respectively.

        The assumptions used and pro forma adjustments derived from such assumptions are based on currently available information and we believe such assumptions are reasonable under the circumstances. The following unaudited pro forma condensed consolidated financial statements should be read in conjunction with the historical consolidated financial statements and "Management's Discussion and Analysis of Financial Condition and Results of Operations," "The Transactions," "Use of Proceeds," "Description of Certain Indebtedness," and "Description of New Notes" included in this prospectus.

        These unaudited pro forma condensed consolidated financial statements are not necessarily indicative of our results of operations or financial condition had the spin-off and related transactions been completed on the dates set forth in the first paragraph above. Also, they may not reflect the results of operations or financial condition which would have resulted had we been operating as an independent publicly traded company during such periods. In addition, they are not necessarily indicative of our future results of operations or financial condition.

        These unaudited pro forma condensed consolidated financial statements contain forward looking information within the meaning of "forward-looking statements" as described on pages 2 and 3 of this prospectus.

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INTERVAL LEISURE GROUP, INC. AND SUBSIDIARIES

UNAUDITED PRO FORMA

CONDENSED CONSOLIDATED BALANCE SHEET

JUNE 30, 2008

		Historical			Pro Forma Adjustments			Notes			Pro Forma
		(In thousands, except share data)
ASSETS
Cash and cash equivalents		$	76,208		$	139,431			(a	)	$	124,916
						(90,723	)		(b	)
Other current assets			85,576			—						85,576
	Total current asset		161,784			48,708						210,492
Non-current assets			766,624			13,500			(a	)		780,124
TOTAL ASSETS		$	928,408		$	62,208					$	990,616
LIABILITIES AND SHAREHOLDERS' EQUITY
LIABILITIES:
Current liabilities		$	177,428		$	—					$	177,428
Long-term debt			—			150,000			(a	)		426,500
						276,500			(b	)
Other long-term liabilities			251,068			—						251,068
Minority interest			519			—						519
SHAREHOLDERS' EQUITY:
Common shares, $0.01 par value, 300,000,000 authorized; 56,178,935 issued and outstanding on a pro forma basis			—			562			(b	)		562
Additional paid-in capital			—			133,351			(b	)		133,351
Invested capital			726,795			(726,795	)		(b	)		—
Receivables from IAC and subsidiaries			(495,374	)		495,374			(b	)		—
Retained earnings			266,784			(266,784	)		(b	)		—
Accumulated other comprehensive income			1,188			—						1,188
	Total shareholders' equity		499,393			(364,292	)					135,101
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY		$	928,408		$	62,208					$	990,616

The accompanying Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements are an integral part of these statements.

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INTERVAL LEISURE GROUP, INC. AND SUBSIDIARIES

UNAUDITED PRO FORMA

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

SIX MONTHS ENDED JUNE 30, 2008

		Historical			Pro Forma Adjustments			Notes	Pro Forma
		(In thousands, except per share data)
Revenue		$	219,121		$	—			$	219,121
Operating expenses			153,811			3,462		(c)		158,804
						1,531		(d)
	Operating income		65,310			(4,993	)			60,317
Other income (expense):
	Interest income		7,135			(5,491	)	(e)		1,644
	Interest expense		(113	)		(21,181	)	(f)		(21,294	)
	Other expense		(540	)		—				(540	)
Total other income (expense), net			6,482			(26,672	)			(20,190	)
Earnings before income taxes and minority interest			71,792			(31,665	)			40,127
Income tax provision			(27,485	)		12,263		(g)		(15,222	)
Minority interest in income of consolidated subsidiaries			(7	)		—				(7	)
Net income		$	44,300		$	(19,402	)		$	24,898
Pro forma earnings per share:(h)
	Basic earnings per share								$	0.45
	Diluted earnings per share								$	0.43

The accompanying Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements are an integral part of these statements.

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INTERVAL LEISURE GROUP, INC. AND SUBSIDIARIES

UNAUDITED PRO FORMA

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

YEAR ENDED DECEMBER 31, 2007

		Historical			Pro Forma Adjustments			Notes			Pro Forma
		(In thousands, except per share data)
Revenue		$	360,407		$	—					$	360,407
Operating expenses			253,841			7,312			(c	)		264,216
						3,063			(d	)
	Operating income		106,566			(10,375	)					96,191
Other income (expense):
	Interest income		10,345			(7,718	)		(e	)		2,627
	Interest expense		(205	)		(42,361	)		(f	)		(42,566	)
	Other expense		(606	)		—						(606	)
Total other income (expense), net			9,534			(50,079	)					(40,545	)
Earnings before income taxes and minority interest			116,100			(60,454	)					55,646
Income tax provision			(45,032	)		23,413			(g	)		(21,619	)
Minority interest in income of consolidated subsidiaries			(12	)		—						(12	)
Net income		$	71,056		$	(37,041	)				$	34,015
Pro forma earnings per share:(h)
	Basic earnings per share											0.60
	Diluted earnings per share											0.57

The accompanying Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements are an integral part of these statements.

45

INTERVAL LEISURE GROUP, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED PRO FORMA

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(a)

In connection with the separation, ILG raised $150 million through a secured credit facility (the "Term Loan"). In addition, ILG negotiated a $50 million revolving credit facility (the "Revolver"). The total costs incurred in connection with the issuance of the 9.5% Senior Notes due 2016 (the "Interval Senior Notes") and borrowings under the Term Loan and establishing the Revolver are estimated to be $13.5 million. The net proceeds are approximately $136.5 million. The Interval Senior Notes have a maturity of eight years from the date of issuance and the Term Loan and Revolver have five years terms. The interest rate on the Interval Senior Notes is 9.5% and LIBOR plus 2.75% for the Term Loan. The Revolver has a fee of 0.50% for the unused portion.

(b)

To effect the terms of the separation as follows:

(i)

The transfer of approximately $90.7 million in cash to IAC prior to ILG's separation from IAC, $89.4 million of which is from the financing referred to in note (a) above and $1.3 million of which was excess U.S. cash. ILG retained $50 million in proceeds from the financings as well as its international cash, which was approximately $74.9 million as of June 30, 2008;

(ii)

The transfer of $300 million of aggregate principal amount of the Interval Senior Notes, net of $23.5 million of original issue discount;

(iii)

The extinguishment of the receivable from IAC and subsidiaries; and

(iv)

The issuance of 56.2 million shares to effect the transfer of the ownership of ILG from IAC to IAC's shareholders at an exchange ratio of 1/5^th of a share of ILG for each share of IAC and the number of IAC common shares outstanding as of June 30, 2008 before giving effect to the 1 for 2 reverse stock split of IAC shares that was effected in connection with the separation.

(c)

ILG expects to incur additional cost related to being a stand-alone, public company. These costs have been estimated to be $8.3 million on an annual basis. These costs relate to the following:

•

additional personnel including accounting, tax, treasury, internal audit and legal personnel;



•

professional fees associated with audits, tax and other services;



•

increased insurance premiums;



•

increased health and welfare benefit costs;



•

costs associated with a board of directors;



•

increased franchise taxes, stock exchange listing fees, fees for preparing and distributing periodic filings with the SEC; and



•

other administrative costs and fees.

46

INTERVAL LEISURE GROUP, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED PRO FORMA

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The total costs referred to above were compared to the corporate allocations from IAC for the six months ended June 30, 2008 and for the year ended December 31, 2007 in order to determine the incremental costs expected to be incurred for each period as follows:

	Six Months Ended June 30, 2008			Year Ended December 31, 2007
	(In thousands)
Estimated stand-alone, public company costs	$	3,993		$	8,345
Less: corporate allocations		(531	)		(1,033	)
Incremental costs of being a stand-alone, public company	$	3,462		$	7,312

The significant assumptions involved in arriving at these estimates include:

•

the number of additional personnel required to operate as a public company and the compensation level with respect to each position;



•

the level of additional assistance ILG will require from professional service providers; and



•

the increase in insurance premiums as a stand-alone public company; the increase in health and welfare costs as a stand-alone entity; and the type and level of other costs expected to be incurred in connection with being a stand-alone, public company.


This amount excludes the $1.1 million of estimated one-time recruiting fees; professional fees for legal and tax services (e.g. initial benefit plan design); and other costs (e.g. initial stock exchange listing fees) expected to be incurred in initially establishing ILG as a stand-alone, public company. These costs are therefore not expected to recur.

The information presented above in note (c), with respect to the costs that ILG expects to incur as a stand-alone, public company, is forward looking information within the meaning of "forward-looking statements" as described on pages 2 and 3 of this prospectus.

(d)

To reflect the additional compensation expense associated with equity-based awards were granted upon consummation of the separation.

The awards related to the consummation of the separation were granted to certain members of executive management of ILG in the form of restricted stock units ("RSUs"). The issuance of these awards was contingent upon the consummation of the separation. The expense related to these awards is included as a pro forma adjustment because they will vest over four years and will therefore have an impact on the ongoing operations of ILG. The aggregate estimated value of the awards is being amortized to expense on a straight-line basis over the four year vesting period of the awards. This does not reflect non-recurring compensation expense related to modifications of existing IAC RSUs made in connection with the separation described below.

The modification related to IAC issued RSUs relates to the accelerated vesting, upon the consummation of the separation, of all RSUs granted prior to August 8, 2005 and all awards that were scheduled to vest prior to February 28, 2009. The estimated expense of $3.3 million is the previously unrecognized expense associated with these awards. The expense is treated as non-recurring because after the separation no future service is required with respect to these awards.

47

INTERVAL LEISURE GROUP, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED PRO FORMA

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

There may be additional stock-based awards granted in connection with the separation but the amount of such awards, if any, has not yet been determined and no expense with respect thereto has been reflected herein.

(e)

To reflect the elimination of intercompany interest income allocated by IAC to ILG.

(f)

This reflects the incremental interest expense related to the financing referred to in note (a) and the issuance of the Interval Senior Notes described in note (b) above. It includes interest expense at an effective rate of 11.0% on the Interval Senior Notes and LIBOR plus 2.75% on the Term Loan, LIBOR is assumed to be 2.80%, the aggregate assumed rate is therefore 5.55%. It also reflects expense at 0.50% on the Revolver which is assumed to be unused. The interest expense calculation includes the amortization of debt issuance costs over the applicable term of each portion of the financing. The interest rates are based upon current assumptions, which with respect to the Interval Senior Notes is based upon the estimated pricing of the Interval Senior Notes on July 17, 2008. An assumed 25 basis point change in the interest rate would result in an increase or decrease to interest expense of $0.8 million for the Interval Senior Notes and $0.4 million for the Term Loan.

(g)

To reflect the tax effect of the pro forma adjustments at an assumed effective tax rate of 38.7% which represents a federal statutory tax rate of 35% and a state effective statutory tax rate of 3.7%.

(h)

Earnings per share and weighted average shares outstanding reflect the historical number of common shares used to calculate IAC's earnings per share, adjusted based on the exchange ratio of 1/5th of a share of ILG for each share of IAC before giving effect to the 1 for 2 reverse stock split for IAC shares that was effected in connection with the separation. These amounts reflect the outstanding equity-based awards that were included in IAC's dilutive earnings per share calculation.

Pro forma earnings per share is calculated using the following:

	Six Months Ended June 30, 2008		Year Ended December 31, 2007
	(In thousands)
Net income	$	24,898	$	34,015
Basic shares outstanding—weighted average shares		55,763		57,137
Other dilutive securities including stock options, warrants and restricted stock and share units		1,518		2,729
Diluted shares outstanding—weighted average shares		57,281		59,866

48

SELECTED HISTORICAL FINANCIAL DATA

        The following table presents summary selected historical consolidated financial information for ILG and its subsidiaries, including Interval Acquisition Corp. This data was derived, in part, from the historical consolidated financial statements of ILG included elsewhere in this document and reflects the operations and financial position of ILG at the dates and for the periods indicated. The information in this table should be read in conjunction with the consolidated financial statements and accompanying notes and other financial data pertaining to ILG included herein. However, this financial information does not necessarily reflect what the historical financial position and results of operations of ILG would have been had ILG been a stand-alone company during the periods presented.

        The unaudited historical financial data below and our unaudited interim consolidated financial statements were prepared on a basis consistent with our audited consolidated financial statements. In our opinion, the unaudited historical financial data below and our unaudited interim consolidated financial statements for the six months ended June, 2007 and 2008 include all adjustments necessary for a fair presentation of such information and statements. Our results for the six months ended June 30, 2008 are not necessarily indicative of the results for the year ending December 31, 2008.

	Year Ended December 31,										Six Months Ended June 30,
	2007(1)		2006		2005		2004		2003		2008		2007(1)
							(unaudited)		(unaudited)		(unaudited)		(unaudited)
	(in thousands)
Statement of Operations Data:
Revenue	$	360,407	$	288,646	$	260,843	$	242,101	$	206,453	$	219,121	$	172,318
Operating income		106,566		86,128		72,824		49,624		24,507		65,310		58,263
Net income		71,056		58,043		49,243		31,730		14,918		44,300		38,568

	December 31,															June 30,
	2007(1)			2006			2005			2004			2003			2008
							(unaudited)			(unaudited)			(unaudited)			(unaudited)
	(in thousands)
Balance Sheet Data (end of period):
Working capital (deficit)		(12,712	)		(43,204	)		(37,578	)		(29,161	)		(23,981	)		(15,644	)
Total assets		922,617			767,677			783,032			789,383			799,847			928,408
Minority interest		512			—			—			—			—			519
Shareholders' equity		513,367			408,887			439,947			467,746			522,577			499,393

(1)

Includes the results of ResortQuest Hawaii and ResortQuest Real Estate of Hawaii, (collectively referred to herein as "RQH"), since its acquisition on May 31, 2007.

49

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

The following discussion describes the financial condition and results of operations of ILG (and its consolidated subsidiaries, including Interval Acquisition Corp.) as though ILG were a separate company as of the dates and for the periods presented and includes the businesses, assets and liabilities that comprise ILG following the spin-off.

Spin-Off

        On November 5, 2007, IAC announced that its Board of Directors approved a plan to separate IAC into five publicly traded companies, identifying ILG as one of those five companies. We refer to the separation transaction herein as the "spin-off." In connection with the spin-off, ILG was incorporated as a Delaware corporation in May 2008. As of June 30, 2008, ILG did not have any material assets or liabilities, or engage in any business or other activities and, other than in connection with the spin-off, will not acquire or incur any material assets or liabilities, nor will it engage in any business or other activities. Since completion of the spin-off on August 20, 2008, ILG consists of Interval and ResortQuest Hawaii and ResortQuest Real Estate of Hawaii, collectively referred to herein as "RQH," which was acquired on May 31, 2007, the businesses that formerly comprised IAC's Interval segment. The businesses operated by ILG following the spin-off are referred to herein as the "ILG Businesses."

Basis of Presentation

        The historical consolidated financial statements of ILG and its subsidiaries and the disclosure set forth in this Management's Discussion and Analysis of Financial Condition and Results of Operations reflect the contribution or other transfer to ILG of all of the subsidiaries and assets and the assumption by ILG of all of the liabilities relating to the ILG Businesses in connection with the spin-off, and the allocation to ILG of certain IAC corporate expenses relating to the ILG Businesses. Accordingly, the historical consolidated financial statements of ILG reflect the historical financial position, results of operations and cash flows of the ILG Businesses since their respective dates of acquisition by IAC, based on the historical consolidated financial statements and accounting records of IAC and using the historical results of operations and historical bases of the assets and liabilities of the ILG Businesses with the exception of accounting for income taxes. For purposes of these financial statements, income taxes have been computed for ILG on an as if stand-alone, separate tax return basis. Intercompany transactions and accounts have been eliminated.

        In the opinion of ILG's management, the assumptions underlying the historical consolidated financial statements of ILG are reasonable. However, this financial information does not necessarily reflect what the historical financial position, results of operations and cash flows of ILG would have been had ILG been a stand-alone company during the periods presented.

Management Overview

        ILG is a leading provider of membership services, primarily to the vacation ownership industry, through Interval. With the acquisition of RQH in May 2007, ILG also entered the vacation rental and property management services industry.

Sources of Revenue

        Vacation ownership membership services revenue is generated primarily from membership fees and transactional fees paid for exchange and Getaway transactions (i.e., confirmed vacations). Interval typically enters into multi-year contracts with developers of vacation ownership resorts, pursuant to which the developers agree to enroll all purchasers of vacation interests at the applicable resort as

50

members of Interval's exchange programs. In return, Interval provides enrolled purchasers with the ability to exchange the use and occupancy of their vacation interest at the home resort (generally for periods of one week) for the right to occupy accommodations at a different resort participating in Interval's network or at the same resort during a different period of occupancy. Members are also generally eligible to participate in the program's other value-added member services. Resort developers generally remit Interval's initial basic membership fee and, where applicable, upgraded membership fees, on behalf of their respective owners for membership periods ranging from one to five years at the time the vacation interests are sold. In most cases, vacation interest owners are responsible for renewing their memberships and paying related fees. However, some resort developers have incorporated Interval's membership fees into their annual assessments and these owners' memberships are renewed annually by the developer during the period of the resort's participation in the Interval network. In connection with its vacation ownership membership services business, Interval also provides travel-related services for members residing in the United States and the United Kingdom directly and in other selected servicing regions through the use of third parties, as well as support, consulting and back-office services for developers participating in the Interval exchange programs. Through Interval's Getaway program, members may rent resort accommodations for a fee, plus applicable taxes, without relinquishing the use of their vacation interests. For the year ended December 31, 2007, ILG's vacation ownership membership services business represented 88% of its revenue.

        ILG, through RQH, also provides vacation rental and property management services for owners of condominium hotels and hotel management services to owners of traditional hotels. Revenue from RQH is derived principally from management fees for vacation rental services and property management services. Property management fees consist of a base management fee and, in some instances, an incentive fee. Property management agreements may provide that owners receive a specified portion of the revenue generated while the relevant properties are under RQH management. In these cases, the operating expenses for the rental operation are paid from the revenue generated by the accommodations rentals. The owners are then paid their contractual percentages, and RQH either retains the balance (if any) as its management fee or is required to make up the deficit. Revenue is also derived from fees for hotel management services. For the year ended December 31, 2007, ILG's vacation rental and property management services business represented 12% of its consolidated revenue for the seven month period following RQH's acquisition on May 31, 2007.

Channels of Distribution; Marketing Costs

        ILG markets and offers services directly to customers through call centers and branded websites allowing customers to transact directly with ILG in a convenient manner. ILG also markets its value-added, operational and sales and marketing support services directly to developers and the benefits of membership directly to prospective members. ILG also markets and distributes its services through its various customer and industry publications and through third party distribution channels, including, without limitation, online travel intermediaries and, to a limited degree, via internet search engines.

Access to Supply

        ILG's vacation ownership membership services business is dependent upon vacation ownership developers for new members and resort accommodations for use in confirmed vacations, as well as upon members to renew their existing memberships. Its vacation rental and property management business is dependent upon vacation property owners and hotels for vacation properties to manage and rent to vacationers. ILG's businesses have established strong relationships with resort developers, members and managed property owners pursuant to contractual arrangements, although there are no assurances that these historical relationships will continue beyond their contractual term in the future.

51

International Operations

        ILG continues to seek to expand its vacation ownership membership services business abroad, especially in the Middle East and Asia. International revenue grew approximately 15% in 2007 from 2006. However, as a percentage of total ILG revenue, international revenue was approximately 16% in 2007 and approximately 18% in both 2006 and 2005. This decrease is due to domestic revenue growing at a faster rate during this time period primarily due to the acquisition of RQH in 2007.

Economic and Other Trends and Events; Industry Specific Factors

        Growth in the vacation ownership membership services industry is driven primarily by the number of vacation interests sold to new purchasers. At the outset of 2008, the number of U.S.-based households owning vacation interests increased to approximately 4.7 million, an increase of approximately 300,000 households, from the number reported for the beginning of 2007. Long-term growth is expected to be driven by: (i) increased consumer awareness and acceptance of the value and benefits of the ownership of vacation interests (ii) adoption of constructive legislation and regulations internationally that improve consumer protection and allow businesses to operate profitably; (iii) the entry of additional independent developers and brand-name hospitality companies into the vacation ownership industry, which will increase the number of vacation interests available for sale; and (iv) reported demand for vacation ownership products in the U.S. The vacation ownership membership services industry growth is also driven by the continued development and offering of new vacation ownership accommodations and alternative vacation ownership related products.

        ILG believes that the overall supply of vacation rental properties has been increasing as a result of the growth in second/vacation home ownership and the increasing desire among many owners to rent their properties for additional income. An increasing percentage of vacation home purchasers have cited the ability to generate rental income as a motivating factor for their purchase decision. Property management and vacation rental companies facilitate the rental process by handling most, if not all, aspects of interaction with vacationers. ILG believes growth in the marketplace has been due, in some part, to the numbers of resorts entering the condo space as a means to capitalize on overall property construction through the upfront sales of vacation condos. Condominium accommodations typically provide substantial value to the consumer seeking more than a nightly stay, as they offer families greater space and convenience than a traditional hotel room by offering separate living, sleeping and eating quarters. Continued interest in leisure travel, as well as improved product awareness and customer convenience through direct and indirect online distribution channels, may also drive this growth.

Results of Operations for the Years Ended December 31, 2007, 2006 and 2005

Revenue

	Years Ended December 31,
	2007		% Change	2006		% Change	2005
	(Dollars in thousands)
Interval	$	318,370	10%	$	288,646	11%	$	260,843
RQH		42,037	N/A		N/A	N/A		N/A
Total revenue	$	360,407	25%	$	288,646	11%	$	260,843

        Revenue in 2007 increased $71.8 million, or 25%, from 2006 primarily due to the acquisition of RQH on May 31, 2007, which contributed $42.0 million to ILG's revenue in 2007. Excluding RQH, revenue grew 10%. This was driven by a 13% growth in revenue from confirmed vacations and a 10% increase in membership revenue. Confirmed vacations revenue, which includes transactional fees paid for exchange and Getaway transactions (i.e. vacations), increased due to a 6% increase in volume, as

52

well as a higher average fee compared to the prior year. Membership revenue grew due to a 6% increase in active members reflecting strong new member growth combined with a sustained retention rate. Total active members increased by 0.1 million from 2006 to approximately 2.0 million.

        Revenue in 2006 increased $27.8 million, or 11%, from 2005 primarily due to a 5% increase in confirmed vacations and higher average fees in the vacation ownership membership services business. Total active members increased 4% to nearly 1.9 million.

        ILG cannot say with certainty how an additional increase in fees for vacations in 2008 would impact growth of vacation ownership interests. Historically, when ILG has increased fees its active members and confirmed vacations have continued to increase.

Cost of Sales

	Years Ended December 31,
	2007			% Change			2006			% Change			2005
	(Dollars in thousands)
Cost of sales	$	100,799			52	%	$	66,293			9	%	$	60,794
As a percentage of total revenue		28	%		500	bp		23	%		(34	) bp		23	%
Gross margins		72	%		(500	) bp		77	%		34	bp		77	%

        Cost of sales consists primarily of compensation and other employee-related costs (including stock-based compensation) for personnel engaged in servicing Interval's members as well as the cost of rental inventory for confirmed vacations. In 2007, due to the acquisition of RQH, cost of sales also includes compensation and other employee-related costs for personnel engaged in providing services to property owners and/or guests.

        Cost of sales in 2007 increased $34.5 million from 2006, primarily due to the acquisition of RQH, which contributed $29.6 million to ILG's cost of sales. Gross margins decreased 6% principally due to the inclusion of RQH. Excluding the impact of RQH, cost of sales increased $4.9 million in 2007 primarily due to an increase of $4.6 million in the cost of rental inventory for use in confirmed vacations.

        Cost of sales in 2006 increased $5.5 million from 2005, primarily due to an increase of $2.3 million in the cost of rental inventory for confirmed vacations and an increase of $1.9 million in compensation and other employee-related costs associated, in part, with an increase in contract labor related to outsourced home-based call center agents.

Selling and Marketing Expense

	Years Ended December 31,
	2007			% Change			2006			% Change			2005
	(Dollars in thousands)
Selling and marketing expense	$	45,835			10	%	$	41,635			8	%	$	38,424
As a percentage of total revenue		13	%		(171	) bp		14	%		(31	) bp		15	%

        Selling and marketing expense consists primarily of commission expense, advertising and promotional expenditures and compensation and other employee-related costs (including stock-based compensation) for personnel engaged in sales and sales support functions. Advertising and promotional expenditures primarily include printing and postage costs of directories and magazines, promotions, tradeshows and agency fees.

        Selling and marketing expense in 2007 increased $4.2 million from 2006, primarily due to the acquisition of RQH, which contributed $2.0 million to ILG's selling and marketing expense. Excluding the impact of RQH, selling and marketing expense increased $2.2 million in 2007 primarily due to an

53

increase in compensation and other employee-related costs, partially offset by lower advertising and promotional expenditures.

        Selling and marketing expense in 2006 increased $3.2 million from 2005, primarily due to increases of $2.1 million in commission expense and $0.9 million in compensation and other employee-related costs. The increase in commission expense is principally driven by the increase in revenue described above.

General and Administrative Expense

	Years Ended December 31,
	2007			% Change			2006			% Change			2005
	(Dollars in thousands)
General and administrative expense	$	71,913			17	%	$	61,538			9	%	$	56,213
As a percentage of total revenue		20	%		(137	) bp		21	%		(23	) bp		22	%

        General and administrative expense consists primarily of compensation and other employee-related costs (including stock-based compensation) for personnel engaged in finance, legal, tax, human resources, information technology and executive management functions, facilities costs and fees for professional services.

        General and administrative expense in 2007 increased $10.4 million from 2006, primarily due to an increase in compensation and other employee-related costs, as well as the impact of the RQH acquisition in 2007, which contributed $2.9 million to ILG's general and administrative expense. Excluding the impact of RQH, general and administrative expense increased $7.5 million in 2007 primarily due to an increase of $6.2 million in compensation and other employee-related costs associated, in part, with an 8% increase in headcount. ILG expects to incur increased costs related to the additional financial and legal requirements associated with being a separate public company, as well as increased non-cash compensation associated with the modification of existing stock-based compensation awards in connection with the spin-off and the grant of new awards post spin-off.

        General and administrative expense in 2006 increased $5.3 million from 2005, primarily due to increases of $2.9 million in compensation and other employee-related costs, $0.5 million in facility costs and $0.5 million in professional fees. The increase in compensation and other employee-related costs is primarily due to an increase of $1.7 million in non-cash compensation expense. This non-cash compensation expense is related to equity awards granted by IAC to employees of ILG and is recorded over the vesting period of the awards.

        Effective January 1, 2006, ILG adopted Statement of Financial Accounting Standards ("SFAS") No. 123 (revised 2004), "Share-Based Payment" ("SFAS 123R"), using the modified prospective transition method. There was no impact to the amount of stock-based compensation recorded in the consolidated statements of operations as ILG had previously adopted the expense recognition provisions of SFAS No. 123, "Accounting for Stock-Based Compensation" ("SFAS 123"). The majority of stock-based compensation expense is reflected in general and administrative expense. As of December 31, 2007, there was approximately $14.0 million of unrecognized compensation cost, net of estimated forfeitures, related to all equity-based awards, which is expected to be recognized over a weighted average period of approximately 3.0 years.

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Depreciation

	Years Ended December 31,
	2007			% Change			2006			% Change			2005
	(Dollars in thousands)
Depreciation	$	8,415			7	%	$	7,832			6	%	$	7,368
As a percentage of total revenue		2	%		(38	) bp		3	%		(11	) bp		3	%

        Depreciation in 2007 increased $0.6 million from 2006, primarily due to the acquisition of RQH. Excluding the impact of RQH, depreciation in 2007 was relatively flat.

        Depreciation in 2006 increased $0.5 million from 2005, primarily due to the incremental depreciation associated with certain information technology projects that were placed in service during late 2005 and 2006.

Operating Income Before Amortization

        Operating Income Before Amortization is a Non-GAAP measure and is defined in "ILG's Principles of Financial Reporting."

	Years Ended December 31,
	2007			% Change			2006			% Change			2005
	(Dollars in thousands)
Operating Income Before Amortization	$	137,074			20	%	$	114,634			15	%	$	99,303
As a percentage of total revenue		38	%		(168	) bp		40	%		164	bp		38	%

        Operating Income Before Amortization in 2007 increased $22.4 million from 2006, growing at a slower rate than revenue due primarily to the inclusion of the results of RQH in 2007. Excluding the impact of RQH, Operating Income Before Amortization grew to $129.9 million. This increase is due to the higher revenue noted above and lower advertising and promotional expenditures, partially offset by increases of $7.5 million in general and administrative expense and $4.9 million in cost of sales.

        Operating Income Before Amortization in 2006 increased $15.3 million from 2005, primarily due to the higher revenue noted above and, to a lesser extent, improved operating efficiencies. Vacations confirmed online were 24% during 2006 compared with 21% in 2005. Operating Income Before Amortization was also impacted by increases of $5.3 million in general and administrative expense and $2.3 million in advertising and promotional expenditures.

Operating Income

	Years Ended December 31,
	2007			% Change			2006			% Change			2005
	(Dollars in thousands)
Operating income	$	106,566			24	%	$	86,128			18	%	$	72,824
As a percentage of total revenue		30	%		(27	) bp		30	%		192	bp		28	%

        Operating income in 2007 increased $20.4 million from 2006, primarily due to the increase in Operating Income Before Amortization described above, partially offset by an increase of $1.7 million in amortization of intangibles and an increase in non-cash compensation expense. RQH contributed $4.1 million to ILG's operating income in 2007. The increase in amortization of intangibles results from the acquisition of RQH, partially offset by certain intangible assets being fully amortized in 2007.

        Operating income in 2006 increased $13.3 million from 2005, primarily due to the increase in Operating Income Before Amortization described above, partially offset by an increase of $2.0 million in non-cash compensation expense.

55

Other Income (Expense)

		Years Ended December 31,
		2007			% Change			2006			% Change			2005
		(Dollars in thousands)
Other income (expense)
	Interest income	$	10,345			16	%	$	8,914			37	%	$	6,518
	Interest expense		(205	)		43	%		(357	)		43	%		(623	)
	Other expense		(606	)		22		$	(774	)		(185	)%		(272	)

        Interest income in 2007 increased $1.4 million from 2006, primarily due to higher receivable balances due from IAC and subsidiaries, as well as increased interest earned on higher average cash balances in 2007. Interest income in 2006 increased $2.4 million from 2005 primarily due to higher receivable balances due from IAC and subsidiaries. The increase in the receivable balance is principally due to cash transfers to IAC in connection with IAC's centrally managed U.S. treasury function.

Income Tax Provision

        ILG recorded income tax provisions of $45.0 million, $35.9 million and $29.2 million, for the years ended December 31, 2007, 2006 and 2005, respectively, which represents effective tax rates of 39%, 38% and 37%, respectively. These tax rates are higher than the federal statutory rate of 35% due principally to state and local income taxes partially offset by foreign income taxed at lower rates.

        ILG adopted the provisions of FASB Interpretation No. 48, "Accounting for Uncertainty in Income Taxes—an interpretation of FASB Statement No. 109" ("FIN 48") effective January 1, 2007. The cumulative effect of the adoption resulted in an increase of $0.2 million to retained earnings. As of January 1, 2007 and December 31, 2007, ILG had unrecognized tax benefits of approximately $4.0 million and $7.3 million, respectively, which included accrued interest of $1.0 million and $1.6 million, respectively.

        By virtue of previously filed separate company and consolidated tax returns with IAC, ILG is routinely under audit by federal, state, local and foreign authorities in the area of income tax. These audits include questioning the timing and the amount of deductions and the allocation of income among various tax jurisdictions. Income taxes payable include amounts considered sufficient to pay assessments that may result from examination of prior year returns; however, the amount paid upon resolution of issues raised may differ from the amount provided. Differences between the reserves for tax contingencies and the amounts owed by ILG are recorded in the period they become known.

        The IRS is currently examining the IAC consolidated tax returns for the years ended December 31, 2001 through 2003, which includes the operations of Interval from September 24, 2002, its date of acquisition by IAC. The statute of limitations for these years has been extended to December 31, 2008. Tax filings in various state, local and foreign jurisdictions are currently under examination, the most significant of which are Florida, New York state and New York City, for various tax years after December 31, 2001. These examinations are expected to be completed by late 2008. ILG believes that it is reasonably possible that its unrecognized tax benefits could decrease by approximately $2.9 million within twelve months of the current reporting date due primarily to the reversal of deductible temporary differences which will result in a corresponding increase in net deferred tax liabilities. An estimate of other changes in unrecognized benefits cannot be made, but are not expected to be significant.

        Under the terms of the tax sharing agreement executed in connection with the spin-off, IAC generally retained the liability related to federal and state tax returns filed on a consolidated or unitary basis for all periods prior to the spin-off.

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Results of Operations for the Three and Six Months Ended June 30, 2008 Compared to the Three and Six Months Ended June 30, 2007

Revenue

For the Three Months Ended June 30, 2008 Compared to the Three Months Ended June 30, 2007

	Three Months Ended June 30,
	2008		% Change			2007
	(Dollars in thousands)
Interval	$	88,646		11	%	$	80,183
RQH		14,538		NM			5,702
Total revenue	$	103,184		20	%	$	85,885

        Revenue in 2008 increased $17.3 million, or 20%, from 2007, primarily due to the acquisition of RQH on May 31, 2007, which contributed $14.5 million and $5.7 million to ILG's revenue in 2008 and 2007, respectively. Excluding RQH, revenue grew 11%. This was driven by an 11% increase in membership revenue and a 10% growth in revenue from confirmed vacations. Membership revenue grew due to a 4% increase in active members in addition to an increase in average membership fees.

        Confirmed vacations revenue, which primarily includes transactional fees paid for exchange and Getaway transactions (i.e. vacations), increased due to a 6% increase in volume as well as higher fees compared to the prior year period. Total active members increased by 0.1 million from 2007 to approximately 2.0 million.

For the Six Months Ended June 30, 2008 Compared to the Six Months Ended June 30, 2007

	Six Months Ended June 30,
	2008		% Change			2007
	(Dollars in thousands)
Interval	$	185,480		11	%	$	166,616
RQH		33,641		NM			5,702
Total revenue	$	219,121		27	%	$	172,318

        Revenue in 2008 increased $46.8 million, or 27%, from 2007, primarily due to the acquisition of RQH on May 31, 2007, which contributed $33.6 million and $5.7 million to ILG's revenue in 2008 and 2007, respectively. Excluding RQH, revenue grew 11%. This was driven by a 12% growth in revenue from confirmed vacations and a 10% increase in membership revenue. Both confirmed vacations revenue and membership revenue grew primarily due to the factors described above in the three month discussion.

Cost of Sales

For the Three Months Ended June 30, 2008 Compared to the Three Months Ended June 30, 2007

	Three Months Ended June 30,
	2008			% Change			2007
	(Dollars in thousands)
Cost of sales	$	34,288			52	%	$	22,508
As a percentage of total revenue		33	%		702	bp		26	%
Gross margin		67	%		(702	) bp		74	%

bp = basis points

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        Cost of sales consists primarily of compensation and other employee-related costs (including stockbased compensation) for personnel engaged in servicing Interval's members as well as the cost of rental inventory for confirmed vacations. Beginning in the second quarter of 2007, due to the acquisition of RQH, cost of sales also includes compensation and other employee-related costs for personnel engaged in providing services to property owners and/or guests.

        Cost of sales in 2008 increased $11.8 million from 2007, primarily due to the acquisition of RQH, which contributed $11.3 million and $4.0 million to ILG's cost of sales in 2008 and 2007, respectively. Gross margins decreased 7% principally due to the inclusion of RQH. RQH has lower gross margins than Interval primarily due to higher revenue and the related compensation and other employee-related costs directly associated with managing properties. Excluding the impact of RQH, cost of sales increased $4.5 million in 2008 primarily due to increases of $2.4 million in compensation and other employee-related costs, $0.8 million in postage and freight costs related to membership fulfillment and $0.7 million in the cost of rental inventory for use in confirmed vacations. The increase in compensation and other employee-related costs is due, in part, to a 19% increase in headcount primarily associated with servicing a new contract, a portion of which is in advance of revenue from such contract.

For the Six Months Ended June 30, 2008 Compared to the Six Months Ended June 30, 2007

	Six Months Ended June 30,
	2008			% Change			2007
	(Dollars in thousands)
Cost of sales	$	70,321			70	%	$	41,452
As a percentage of total revenue		32	%		804	bp		24	%
Gross margin		68	%		(804	) bp		76	%

        Cost of sales in 2008 increased $28.9 million from 2007, primarily due to the acquisition of RQH, which contributed $24.0 million and $4.0 million to ILG's cost of sales in 2008 and 2007. Gross margins decreased 8% principally due to the inclusion of RQH. Excluding the impact of RQH, cost of sales increased $8.9 million in 2008 primarily due to increases of $4.4 million in compensation and other employee-related costs, $2.0 million in the cost of rental inventory for use in confirmed vacations and $1.1 million in postage and freight costs related to membership fulfillment. The increase in compensation and other employee-related costs is due, in part, to increased headcount to service additional members, including a new contract as described above in the three month discussion and an increase in contract labor related to outsourced home-based call center agents.

Selling and Marketing Expense

For the Three Months Ended June 30, 2008 Compared to the Three Months Ended June 30, 2007

	Three Months Ended June 30,
	2008			% Change			2007
	(Dollars in thousands)
Selling and marketing expense	$	13,512			18	%	$	11,413
As a percentage of total revenue		13	%		(19	) bp		13	%

        Selling and marketing expense consists primarily of commission expense, advertising and promotional expenditures and compensation and other employee-related costs (including stock-based compensation) for personnel engaged in sales and sales support functions. Advertising and promotional expenditures primarily include printing costs of directories and magazines, promotions, tradeshows and agency fees.

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        Selling and marketing expense in 2008 increased $2.1 million from 2007, primarily due to increased advertising and promotional expenditures and printing costs related to membership fulfillment, as well as the impact of the RQH acquisition, which contributed $0.9 million and $0.3 million to ILG's selling and marketing expense in 2008 and 2007, respectively. Excluding the impact of RQH, selling and marketing expense increased $1.5 million. The increase in advertising and promotional expenditures is due, in part, to the timing of an industry tradeshow which occurred in the first quarter of 2007 and the second quarter of 2008.

For the Six Months Ended June 30, 2008 Compared to the Six Months Ended June 30, 2007

	Six Months Ended June 30,
	2008			% Change			2007
	(Dollars in thousands)
Selling and marketing expense	$	25,775			12	%	$	23,075
As a percentage of total revenue		12	%		(163	) bp		13	%

        Selling and marketing expense in 2008 increased $2.7 million from 2007, due to the acquisition of RQH, which contributed $1.9 million and $0.3 million to ILG's selling and marketing expense in 2008 and 2007, respectively. Excluding the impact of RQH, selling and marketing expense increased $1.1 million in 2008 primarily due to higher printing costs related to membership fulfillment.

General and Administrative Expense

For the Three Months Ended June 30, 2008 Compared to the Three Months Ended June 30, 2007

	Three Months Ended June 30,
	2008			% Change			2007
	(Dollars in thousands)
General and administrative expense	$	20,169			17	%		17,260
As a percentage of total revenue		20	%		(55	) bp		20	%

        General and administrative expense consists primarily of compensation and other employee-related costs (including stock-based compensation) for personnel engaged in finance, legal, tax, human resources, information technology and executive management functions, facilities costs and fees for professional services.

        General and administrative expense in 2008 increased $2.9 million from 2007, primarily due to an increase in compensation and other employee-related costs, as well as the impact of the RQH acquisition, which contributed $1.2 million and $0.3 million to ILG's general and administrative expense in 2008 and 2007, respectively. Excluding the impact of RQH, general and administrative expense increased $2.0 million in 2008 primarily due to an increase of $1.3 million in compensation and other employee-related costs associated, in part, with a 6% increase in headcount. Included in this increase in headcount is the impact of hiring additional employees in anticipation of the spin-off. Also contributing to the increase in general and administrative expense is an increase in professional fees primarily due to information technology related costs and additional expenses associated with preparing to become a public company. ILG expects to incur increased costs related to the additional financial and legal requirements associated with being a separate public company, as well as increased non-cash compensation associated with the modification of existing stock-based compensation awards in connection with the spin-off and the grant of new awards in connection with and subsequent to the spin-off.

        General and administrative expense includes non-cash compensation expense of $1.4 million in 2008 compared with $0.8 million in 2007. The increase in non-cash compensation expense is primarily due to equity grants issued subsequent to the second quarter of 2007. As of June 30, 2008, there was

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approximately $15.2 million of unrecognized compensation cost, net of estimated forfeitures, related to all equity-based awards, which is currently expected to be recognized over a weighted average period of approximately 3.1 years (exclusive of the impact of the modification related to the spin-off, which consists of the accelerated vesting of certain unvested restricted stock units).

For the Six Months Ended June 30, 2008 Compared to the Six Months Ended June 30, 2007

	Six Months Ended June 30,
	2008			% Change			2007
	(Dollars in thousands)
General and administrative expense	$	40,134			21	%	$	33,065
As a percentage of total revenue		18	%		(87	) bp		9	%

        General and administrative expense in 2008 increased $7.1 million from 2007, primarily due to an increase in compensation and other employee-related costs, as well as the impact of the RQH acquisition, which contributed $2.5 million and $0.3 million to ILG's general and administrative expense in 2008 and 2007, respectively. Excluding the impact of RQH, general and administrative expense increased $4.9 million in 2008 primarily due to increases of $3.5 million in compensation and other employee-related costs. Also contributing to the increase in general and administrative expense is an increase in professional fees as described above in the three month discussion. General and administrative expense includes non-cash compensation expense of $2.6 million in 2008 compared with $1.1 million in 2007. The increase in non-cash compensation expense is primarily due to equity grants issued subsequent to the second quarter of 2007.

Depreciation

For the Three and Six Months Ended June 30, 2008 Compared to the Three and Six Months Ended June 30, 2007

	Three Months Ended June 30,									Six Months Ended June 30,
	2008			% Change			2007			2008			% Change			2007
	(Dollars in thousands)
Depreciation	$	2,392			22	%	$	1,965			4,627			20	%	$	3,853
As a percentage of total revenue		2	%		3	bp		2	%		2	%		(12	) bp		2	%

        Depreciation for the three and six months ended June 30, 2008 increased $0.4 million and $0.8 million, respectively, primarily due to the incremental depreciation associated with capital expenditures made after the second quarter 2007 and the acquisition of RQH. Excluding the impact of RQH, depreciation increased $0.3 million and $0.5 million for the three and six months ended June 30, 2008, respectively.

Operating Income Before Amortization

        Operating Income Before Amortization is a non-GAAP measure and is defined in "ILG's Principles of Financial Reporting."

For the Three Months Ended June 30, 2008 Compared to the Three Months Ended June 30, 2007

	Three Months Ended June 30,
	2008			% Change			2007
	(Dollars in thousands)
Operating Income Before Amortization	$	34,521			2	%	$	33,731
As a percentage of total revenue		33	%		(582	) bp		39	%

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        Operating Income Before Amortization in 2008 increased $0.8 million from 2007, growing at a slower rate than revenue due primarily to the inclusion of the results of RQH, which was adversely impacted by a double digit decrease in flights to Hawaii during the second quarter of 2008, due in part to the bankruptcy of two low cost airlines serving the region and the downturn in the general economic conditions of the Hawaiian travel and leisure industry. Also impacting Operating Income Before Amortization is higher operating expenses, primarily increased selling and marketing expense related to the shift in the timing of an industry conference, higher general and administrative expense related to preparing to become a public company and increased cost of sales associated with personnel and training costs to service a new contract in advance of revenue from such contract. Excluding the impact of RQH, Operating Income Before Amortization grew 3% to $33.6 million.

For the Six Months Ended June 30, 2008 Compared to the Six Months Ended June 30, 2007

	Six Months Ended June 30,
	2008			% Change			2007
	(Dollars in thousands)
Operating Income Before Amortization	$	81,357			13	%	$	72,230
As a percentage of total revenue		37	%		(479	) bp		42	%

        Operating Income Before Amortization in 2008 increased $9.1 million from 2007, growing at a slower rate than revenue due primarily to the inclusion of the results of RQH. Excluding the impact of RQH, Operating Income Before Amortization grew 7% to $76.5 million. This increase is due to the higher revenue noted above, partially offset by increases of $8.9 million in cost of sales and $4.9 million in general and administrative expense.

Operating Income

For the Three Months Ended June 30, 2008 Compared to the Three Months Ended June 30, 2007

	Three Months Ended June 30,
	2008			% Change			2007
	(Dollars in thousands)
Operating income	$	26,346			(0	)%	$	26,434
As a percentage of total revenue		26	%		(525	) bp		31	%

        Operating income in 2008 decreased $0.1 million from 2007, despite the increase in Operating Income Before Amortization described above, primarily due to an increase of $0.7 million in non-cash compensation expense and an increase of $0.2 million in amortization of intangibles. RQH contributed an operating loss of $0.4 million and operating income of $1.0 million to ILG's operating income in 2008 and 2007, respectively.

        The decrease in flights to Hawaii and the downturn in the general economic conditions of the Hawaiian travel and leisure industry referred to above is expected to continue to adversely impact results, at least in the near-term.

For the Six Months Ended June 30, 2008 Compared to the Six Months Ended June 30, 2007

	Six Months Ended June 30,
	2008			% Change			2007
	(Dollars in thousands)
Operating income	$	65,310			12	%	$	58,263
As a percentage of total revenue		30	%		(401	) bp		34	%

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        Operating income in 2008 increased $7.0 million from 2007, primarily due to the increase in Operating Income Before Amortization described above, partially offset by an increase of $1.7 million in non-cash compensation expense and an increase of $0.3 million in amortization of intangibles. RQH contributed $2.2 million and $1.0 million to ILG's operating income in 2008 and 2007, respectively.

Income Tax Provision

For the Three Months Ended June 30, 2008 Compared to the Three Months Ended June 30, 2007

        For the three months ended June 30, 2008 and 2007, ILG recorded tax provisions of $11.9 million and $10.8 million, respectively, which represent effective tax rates of 38%. These tax rates are higher than the federal statutory rate of 35% due principally to state and local income taxes partially offset by foreign income taxed at lower rates.

For the Six Months Ended June 30, 2008 Compared to the Six Months Ended June 30, 2007

        For the six months ended June 30, 2008 and 2007, ILG recorded tax provisions of $27.5 million and $24.0 million, respectively, which represent effective tax rates of 38%. These tax rates are higher than the federal statutory rate of 35% due principally to state and local income taxes partially offset by foreign income taxed at lower rates.

        As of December 31, 2007 and June 30, 2008, ILG had unrecognized tax benefits of approximately $5.7 million. Included in unrecognized tax benefits at June 30, 2008 is approximately $4.9 million for tax positions included in IAC's consolidated tax return filings that will remain a liability of IAC after the spin-off. ILG recognizes interest and, if applicable, penalties related to unrecognized tax benefits in income tax expense. Included in income tax expense for the six months ended June 30, 2007 is $0.1 million, net of related deferred taxes, for interest on unrecognized tax benefits. As of June 30, 2008, ILG has accrued $1.8 million for the payment of interest. There are no material accruals for penalties.

        By virtue of previously filed separate ILG and consolidated tax returns with IAC, ILG is routinely under audit by federal, state, local and foreign authorities in the area of income tax. These audits include questioning the timing and the amount of deductions and the allocation of income among various tax jurisdictions. Income taxes payable include amounts considered sufficient to pay assessments that may result from examination of prior year returns; however, the amount paid upon resolution of issues raised may differ from the amount provided. Differences between the reserves for tax contingencies and the amounts owed by ILG are recorded in the period they become known. ILG believes that it is reasonably possible that its unrecognized tax benefits could decrease by approximately $2.9 million within twelve months of the current reporting date due primarily to the reversal of deductible temporary differences which will result in a corresponding increase in net deferred tax liabilities. An estimate of other changes in unrecognized tax benefits cannot be made, but are not expected to be significant.

        Under the terms of the tax sharing agreement, executed on August 20, 2008 in connection with the spin-off, IAC will generally retain the liability related to federal and state returns filed on a consolidated or unitary basis for all periods prior to the spin-off.

Financial Position, Liquidity and Capital Resources

        ILG had $72.9 million and $81.3 million of cash and cash equivalents and restricted cash and cash equivalents, $64.8 million and $75.1 million of which is held in foreign jurisdictions, principally the United Kingdom, and is subject to changes in foreign exchange rates, as of December 31, 2007 and June 30, 2008, respectively. The majority of ILG's cash is in the United Kingdom due to its participation in IAC's centrally managed treasury function in the U.S., its European businesses

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operating through licensing arrangements with its United Kingdom entity and the reinvestment of the related earnings in the United Kingdom. ILG conducts business in one foreign country where a currency restriction exists. At June 30, 2008, ILG had $6.2 million of cash which can only be repatriated upon the approval of that country's government. ILG has requested approval for a portion of the cash to be repatriated. This request is currently pending.

        Net cash provided by operating activities was $125.6 million and $106.4 million in 2007 and 2006, respectively. The increase of $19.2 million in net cash provided by operating activities is principally due to higher net income and increased deferred revenue. These items were partially offset by increases in accounts receivable and prepaid expenses and other current assets. Net cash provided by operating activities increased to $75.0 million for the six months ended June 30, 2008 from $69.5 million for the six months ended June 30, 2007. This increase was principally due to an increase in accounts payable and other current liabilities primarily related to the timing of payments on vendor invoices and higher accrued purchased space, partially offset by an increase in accounts receivable related to various renegotiated contracts in 2008 and a smaller contribution from deferred revenue.

        Net cash used in investing activities in 2007 of $208.9 million primarily resulted from acquisitions, net of cash acquired, of $114.1 million, cash transfers to IAC of $84.5 million and capital expenditures of $10.3 million. The cash transfers to IAC relate to IAC's centrally managed U.S. treasury function. Net cash used in investing activities in 2006 of $110.2 was primarily related to cash transfers to IAC of $103.6 million and capital expenditures of $6.7 million. Net cash used in investing activities for the six months ended 2008 of $66.6 million primarily resulted from cash transfers to IAC of $61.9 million and capital expenditures of $5.6 million. The cash transfers to IAC relate to IAC's centrally managed U.S. treasury function. Net cash used in investing activities for the six months ended June 30, 2007 of $46.4 million was related to acquisitions, net of cash acquired, of $109.4 million and capital expenditures of $3.9 million, partially offset by cash transfers from IAC of $66.9 million. Acquisitions, net of cash acquired, in 2007 relates to the acquisition of RQH in May 2007.

        Net cash provided by financing activities in 2007 of $112.2 million was primarily due to capital contributions of $114.1 million from IAC to fund ILG's 2007 acquisitions. Cash used in financing activities in 2006 of $0.5 million was primarily due to excess tax benefits from stock-based awards.

        In connection with the spin-off of ILG, on July 25, 2008, Interval Acquisition Corp., a subsidiary of ILG, entered into a senior secured credit facility with a maturity of five years, which consists of a $150.0 million term loan (the "Term Loan") and a $50.0 million revolving credit facility (the "Revolver"). In addition, Interval Acquisition Corp. has issued $300.0 million of the old notes, reduced by the original issue discount of $23.5 million, to IAC, and IAC has exchanged such old notes for certain of IAC's 7% Senior Notes pursuant to a notes exchange and consent agreement. The final total costs incurred in connection with the issuance of the old notes and borrowings under the Term Loan and establishing the Revolver are estimated to be $13.5 million. The initial net cash proceeds to ILG were $139.4 million, which was net of $10.6 million of billed expenses. In connection with the spin-off, ILG retained $50.0 million and distributed the remainder of the net proceeds, $89.4 million, to IAC. ILG also retained its international cash which was approximately $75.1 million as of June 30, 2008. The additional costs, estimated at $2.9 million, in connection with the issuance are being paid by IAC and settled as part of the finalized intercompany receivable balance with IAC, with no cash outlay by ILG. Upon completion of the spin-off, the finalized intercompany receivable balance with IAC was extinguished.

        ILG anticipates that it will make capital and other expenditures in connection with the development and expansion of its operations. ILG's ability to fund its cash and capital needs will be affected by its ongoing ability to generate cash from operations, the overall capacity and terms of its financing arrangements as discussed above, and access to the capital markets. ILG believes that its cash on hand along with its anticipated operating cash flows in 2008, and availability under the Revolver are

63

sufficient to fund its operating needs, capital, investing and other commitments and contingencies for the foreseeable future.

Contractual Obligations and Commercial Commitments

        The tables below describe the future cash payments for which we are obligated under our purchase obligations and operating lease agreements and our potential funding commitments under guarantees, surety bonds and letters of credit, in each case as of December 31, 2007.

	Payments Due by Period
Contractual Obligations	Total		Less Than 1 Year		1-3 Years		3-5 Years		More Than 5 years
	(In thousands)
Purchase obligations(1)	$	10,587	$	4,177	$	3,150	$	2,173	$	1,087
Operating leases	$	74,943	$	9,333	$	14,592	$	12,429		38,589
Total contractual cash obligations	$	85,530	$	13,510	$	17,742	$	14,602	$	39,676

(1)

The purchase obligations primarily relate to future guaranteed purchases of rental inventory for use in confirmed vacations.

	Amount of Commitment Expiration Per Period
Other Commercial Commitments(1)	Total Amount Committed		Less Than 1 Year		1-3 Years		3-5 Years		More Than 5 Years
	(In thousands)
Guarantees, surety bonds and letters of credit	$	32,612	$	25,040	$	3,722	$	1,806	$	2,044

(1)

Commercial commitments are funding commitments that could potentially require performance in the event of demands by third parties or contingent events, such as under lines of credit extended or under guarantees.

Off-Balance Sheet Arrangements

        Other than the items described above, ILG does not have any off-balance sheet arrangements as of December 31, 2007.

Seasonality

        Revenue at ILG is influenced by the seasonal nature of planned family travel with the first quarter generally experienced the strongest bookings and the fourth quarter generally experiencing weaker bookings.

Recent Accounting Pronouncements

        Refer to Note 2 in our audited and unaudited consolidated financial statements for a description of recent accounting pronouncements.

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ILG'S PRINCIPLES OF FINANCIAL REPORTING

        ILG reports Operating Income Before Amortization as a supplemental measure to generally accepted accounting principles ("GAAP"). This measure is one of the primary metrics by which ILG evaluates the performance of its businesses, on which its internal budgets are based and by which management is compensated. ILG believes that investors should have access to the same set of tools that it uses in analyzing its results. This non-GAAP measure should be considered in addition to results prepared in accordance with GAAP, but should not be considered a substitute for or superior to GAAP results. ILG provides and encourages investors to examine the reconciling adjustments between the GAAP and non-GAAP measure which are discussed below.

Definition of ILG's Non-GAAP Measure

        Operating Income Before Amortization is defined as operating income excluding, if applicable: (1) non-cash compensation expense, (2) amortization and impairment of intangibles, (3) goodwill impairment, (4) pro forma adjustments for significant acquisitions, and (5) one-time items. ILG believes this measure is useful to investors because it represents the operating results from the ILG Businesses, taking into account depreciation, which ILG believes is an ongoing cost of doing business, but excluding the effects of any other non-cash expenses. Operating Income Before Amortization has certain limitations in that it does not take into account the impact to ILG's statement of operations of certain expenses, including non-cash compensation, and acquisition-related accounting. ILG endeavors to compensate for the limitations of the non-GAAP measure presented by also providing the comparable GAAP measure with equal or greater prominence and descriptions of the reconciling items, including quantifying such items, to derive the non-GAAP measure.

Pro Forma Results

        ILG will only present Operating Income Before Amortization on a pro forma basis if it views a particular transaction as significant in size or transformational in nature. For the periods presented in this report, there are no transactions that ILG has included on a pro forma basis.

One-Time Items

        Operating Income Before Amortization is presented before one-time items, if applicable. These items are truly one-time in nature and non-recurring, infrequent or unusual, and have not occurred in the past two years or are not expected to recur in the next two years, in accordance with SEC rules. For the periods presented in this report, there are no one-time items.

Non-Cash Expenses That Are Excluded From ILG's Non-GAAP Measure

Non-cash compensation expense consists principally of expense associated with the grants, including unvested grants assumed in acquisitions, of restricted stock, restricted stock units and stock options.

        These expenses are not paid in cash, and ILG will include the related shares in its future calculations of fully diluted shares outstanding. Upon vesting of restricted stock and restricted stock units and the exercise of certain stock options, the awards will be settled, at ILG's discretion, on a net basis, with ILG remitting the required tax withholding amount from its current funds.

Amortization of intangibles is a non-cash expense relating primarily to acquisitions. At the time of an acquisition, the intangible assets of the acquired company, such as customer relationships, purchase agreements and property management agreements are valued and amortized over their estimated lives.

        ILG believes that since intangibles represent costs incurred by the acquired company to build value prior to acquisition, they were part of transaction costs.

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Reconciliation of Operating Income Before Amortization

        For a reconciliation of Operating Income Before Amortization to operating income for ILG's operating segments and to net income in total for the three and six months ended June 30, 2008 and 2007, see "Summary Consolidated Historical and Pro Forma Financial and Other Data," Note 8 to the audited consolidated financial statements and Note 5 to the unaudited consolidated financial statements included in this prospectus.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Foreign Currency Exchange Risk

        ILG conducts business in certain foreign markets, primarily in the United Kingdom and the European Union. ILG's primary exposure to foreign currency risk relates to its investments in foreign subsidiaries that transact business in a functional currency other than the U.S. Dollar, primarily the British Pound Sterling and Euro. However, the exposure is mitigated as ILG has generally reinvested profits from its international operations. ILG is also exposed to foreign currency risk related to its assets and liabilities denominated in a currency other than the functional currency.

        As currency exchange rates change, translation of the income statements of ILG's international businesses into U.S. dollars affects year-over-year comparability of operating results. Historically, ILG has not hedged translation risks because cash flows from international operations were generally reinvested locally. Foreign exchange net losses for the years ended December 31, 2007, 2006 and 2005 were $0.6 million, $0.5 million and $0.2 million, respectively. Foreign exchange net losses for the six months ended June 30, 2008 and 2007 were $0.5 million and $0.9 million, respectively.

        As ILG increases its operations in international markets it becomes increasingly exposed to potentially volatile movements in currency exchange rates. The economic impact of currency exchange rate movements on ILG is often linked to variability in real growth, inflation, interest rates, governmental actions and other factors. These changes, if material, could cause ILG to adjust its financing, operating and hedging strategies.

Interest Rate Risk

        While we did not have indebtedness at June 30, 2008, we have since borrowed $150 million under the floating rate Term Loan and issued the $300 million face amount of old notes which bear interest at a fixed rate. If LIBOR rates were to increase (decrease) by 100 basis points, then the annual interest payments on the $150 million of variable-rate debt would increase (decrease) by $1.5 million. If market rates decline, we run the risk that the required payments on the fixed rate debt will exceed those based on market rates. Based on our mix of fixed rate and floating rate debt and cash balances, we do not currently hedge our interest rate exposure.

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OUR BUSINESS

        For information regarding the results of operations of ILG and its segments on a historical basis, see the Consolidated Financial Statements of ILG and the disclosure set forth under the caption "Management's Discussion and Analysis of Financial Condition and Results of Operations." For information regarding the results of operations of ILG on a pro forma basis to give effect to the completion of the spin-offs, see the Unaudited Pro Forma Condensed Consolidated Financial Statements for ILG.

Who We Are

        Interval Leisure Group, Inc., or ILG, was incorporated in connection with the spin-off to hold the businesses and subsidiaries of IAC, the results of which were previously reported in its Interval reporting segment. The spin-off of ILG from IAC occurred on August 20, 2008. Interval Acquisition Corp., the issuer of the notes, is a wholly-owned subsidiary of ILG and also a holding company, which does not have any material assets or operations other than ownership interests in those entities and assets through which the businesses of ILG are conducted, and the assets of ILG are held.

        ILG is a leading provider of membership and leisure services to consumers and business to business customers in the vacation industry. ILG's principal business segment, Interval, makes available vacation ownership membership services to the individual members of its exchange networks, as well as related services to developers of the resorts participating in its exchange networks worldwide. As of December 31, 2007, more than 2,400 resorts located in more than 75 countries participated in Interval's primary exchange network, the Interval Network, and nearly two million owners of vacation interests were enrolled as members of the Interval Network. For the fiscal year ending December 31, 2007, Interval represented approximately 88% of ILG's consolidated revenues.

        ILG's other business segment, RQH, was acquired in May 2007 and is a provider of vacation rental and property management services to vacationers and vacation property owners across Hawaii. As of December 31, 2007, RQH provided property management services to 26 resorts and hotels, as well as other more limited management services to an additional 23 properties. For the fiscal year ending December 31, 2007, RQH represented approximately 12% of ILG's consolidated revenues which include results for the seven month period following RQH's acquisition on May 31, 2007.

History

        Although ILG was incorporated in Delaware in May 2008 in connection with the spin-offs, the ILG businesses have rich operating histories. Founded in 1976, Interval has undergone multiple ownership structures. RQH dates its corporate history back to 1967 through its predecessors, Hotel Corporation of the Pacific and Aston Hotels & Resorts.

What We Do

Vacation Ownership Membership Services

Member Services

         Membership Programs.    Interval operates membership programs for owners of vacation interests at resorts that participate in its exchange networks. Interval does not own, operate or manage any resorts. Participation in one of Interval's membership programs provides members with the right to exchange their occupancy rights in their vacation interest (generally, for periods of one week) for comparable, alternative accommodations on a worldwide basis at the same or another resort participating in Interval's exchange networks, as well as benefit from a comprehensive package of value-added products and services. Generally, individuals are enrolled in one of Interval's membership programs by resort developers in connection with their purchase of vacation interests from such resort developers, with initial membership fees being paid on behalf of members by the resort developers.

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        Following their period of initial enrollment, Interval Network members have the option of renewing their memberships for terms ranging from one to five years and paying their own membership fees directly to Interval, which option generally remains available even after the affiliation agreement for the resort at which members own their vacation interests is not renewed or otherwise terminated. Alternatively, some resort developers incorporate the Interval Network membership fee into certain annual fees they charge to owners of vacation interests at their resorts after the initial enrollment period, which results in these owners having their membership in the Interval Network and, where applicable, the Interval Gold program (as described below), automatically renewed throughout the period of their resort's participation in the Interval Network. Membership in the Preferred Residences Program, Interval's newly-launched hospitality-branded membership program for luxury shared ownership resorts and condo hotels, is also renewed annually throughout the period of each resort's participation in the Preferred Residences Program's exchange network.

        The resorts participating in Interval's exchange networks primarily includes resorts (including, in certain cases, resorts under construction) with which Interval has an effective affiliation agreement in place, as well as resorts at which Interval continues to provide exchange services following the affiliation agreement's term. In addition to providing membership services to the vacation ownership industry, ILG provides membership services to certain markets within the larger travel industry, such as the membership-based campground industry.

         Exchanges.    Interval provides members with two primary methods of exchange, "Deposit First" and "Request First." With Deposit First, members immediately transfer the use and occupancy of vacation interests at their home resort in return for the right to request an exchange at a different or the same resort at an alternative period of occupancy. Under this method, members are not required to select a location or travel date at the time of deposit, but can request an exchange at any time during the period of the deposit's availability for exchange. All deposits expire two years after the occupancy date of the week deposited, unless extended by members through the purchase of a deposit extension. With Request First, members request an exchange prior to relinquishing the occupancy right in their vacation interest to Interval's exchange networks. Using this method, the use and occupancy of the vacation interest is relinquished when a confirmation actually occurs. This method requires the member to be confirmed to an exchange and travel prior to the occupancy period of the vacation interest.

        All vacation ownership accommodations relinquished to Interval's exchange networks are assigned a trading value at the time of deposit (under the Deposit First method) or at the time of request (under the Request First method) based on multiple factors, including location, quality, seasonality, unit attributes and time of relinquishment to determine the relinquished accommodations' relative exchange value to Interval's exchange networks. Members are offered an exchange to accommodations which are generally of comparable value to those relinquished.

        Some members also exchange the use and occupancy of their vacation interests with Interval on a points basis. In these circumstances, points are relinquished to Interval's exchange networks by the member and Interval receives accommodations from the operator of the points program on behalf of the member.

         Getaway Program.    Interval also offers additional vacation rental opportunities to members at attractive rates through its Getaway Program. This program allows members to rent resort accommodations for a fee, plus applicable taxes, without relinquishing the use and occupancy of their vacation interests. Resort accommodations available through the Getaway Program consist of seasonal oversupply of vacation ownership accommodations within Interval's exchange networks, as well as resort accommodations sourced by Interval specifically for use in the Getaway Program.

         Interval Gold.    Interval also offers Interval Gold, an enhanced membership program, to Interval Network members to provide them with year-round access to value-added benefits and services for an additional annual fee. These benefits and services vary by country of residence, but generally consist of

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discounts on Interval's Getaway Program, a concierge service, a hotel discount program and Interval Options, a service that allows members to relinquish annual occupancy rights in their vacation interests towards the purchase of various travel products, including cruise, golf and spa vacations. Members are enrolled in the Interval Gold program by resort developers in connection with the initial purchase of their vacation interests or by Interval directly. Renewal procedures and responsibility for fees are generally the same as those for basic membership in the Interval Network.

         Revenue.    Interval revenue is derived principally from membership fees and transactional fees paid for exchange and Getaway Program transactions, which are collectively referred to as "confirmed vacations," as well as fees from other value-added member services, such as reservation servicing fees, which are generally paid by the resort developer for the purpose of affording its owners access to internal reservation services. Revenue is also derived from fees for certain products and services sold to developers (as described below).

Relationships with Leading Independent Developers and Brand Name Hospitality Companies

         Resort Affiliations.    Interval has established multi-year relationships with numerous resort developers under exclusive affiliation agreements. Interval does not consider its overall business to be dependent on any one of these resort developers, provided, that the loss of a significant number of resort developers could materially impact Interval's business. See "Risk Factors Relating to Our Business—Third Party Relationships." Pursuant to these agreements, resort developers are obligated to enroll all purchasers of vacation interests at their resorts in the applicable exchange membership program and, in some circumstances, are obligated to renew these memberships for the term of their affiliation agreement. Most affiliation agreements contain automatic renewal provisions, pursuant to which arrangements will be renewed on the same terms and conditions (subject to agreed upon pricing modifications), unless either party provides the other with written notice of its intent not to renew prior to expiration (typically anywhere from 90 to 270 days prior to expiration).

         Products and Services.    A primary basis on which resort developers choose Interval as a partner is the comprehensive array of products and services that it offers resort developers, such as sales and marketing support, operational and custom vacation program design services.

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Sales and Marketing Support.  Interval offers its developers a selection of sales and marketing materials. These materials, which are available in multiple languages, include brochures, publications, sales-office displays, videos and resort directories. Resort developers also promote membership in Interval's exchange programs and related value-added services as an important benefit of owning a vacation interest. In addition, Interval offers the Leisure Time Passport program, which is primarily used by resort developers as an exit or trial membership program for potential purchasers of vacation interests. The Leisure Time Passport program provides participants with many of the benefits of the Interval Gold program, as well as the opportunity to experience vacationing in condominium-style accommodations prior to making a commitment to purchase a vacation interest.



Interval has also established certain service and quality recognition awards and programs in an effort to encourage resorts to provide quality accommodations, amenities and services. In 2008, Interval introduced a new resort recognition program through which eligible Interval Network resorts will be recognized as either a "Select Resort" or a "Premier Resort," based upon the satisfaction of qualifying criteria. As of June 30, 2008, approximately 26% of these resorts had achieved the rating through inspection. The remainder achieved the rating based on the quality rating Interval assigned the resort following an inspection at the time of affiliation as updated by member feedback following confirmed vacations at the resort through which Interval determines the resort's customer satisfaction index and participation in Interval's prior recognition programs. Recognized resorts are then subject to periodic inspection and customer evaluations and must

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comply with the program's service and quality criteria to retain their status. Approximately 40% of Interval Network resorts available for exchange have been recognized as either a Select or Premier Resort for 2008.



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Operational Support.  Interval also makes available a comprehensive array of back-office servicing solutions to resort developers and resorts. For example, for an additional fee, Interval provides internal reservation services, pursuant to which Interval acts as the facilitator of both internal club and resort reservations, and billing and loan servicing services, pursuant to which Interval collects property maintenance fees and other amounts due to developers or homeowner's associations.



In addition, through consulting arrangements, Interval assists resort developers in the design of vacation programs for owners of vacation interests. Such programs, which may include a wide range of flexible-use plans, as well as point-based programs and vacation clubs, are tailored to the specific needs of the relevant developer and/or resort. In connection with the design of these programs, Interval undertakes a comprehensive analysis of the existing operations and intended growth plan of the relevant developer or resort, and then works closely with the developer or resort to design and implement a tailored program.

Vacation Rental and Property Management Services

        ILG operates a Hawaiian-based vacation rental and property management business through RQH. RQH provides vacation property rental, real estate brokerage and related services (including common area management services for condominium projects), as well as property management services to resorts and hotels in Hawaii.

Vacation Rental and Related Property Management Services

        RQH provides vacation property rental services for condominium owners. These rental properties are generally investment properties, and, to a lesser extent, second homes, owned by individuals who contract with RQH directly to manage, market and rent their properties, generally pursuant to short-term agreements. RQH also offers such owners a comprehensive package of marketing, management and rental services designed to enhance rental income and profitability.

        RQH secures guests for its vacation rentals primarily through long-standing relationships with travel partners, including wholesalers, retail travel agents and online travel intermediaries. RQH also conducts direct online marketing initiatives to reach consumers directly through its websites, www.resortquesthawaii.com and www.mauicondo.com. As an additional distribution channel, RQH also makes units available to Interval for use in its Getaway Program.

Property Management Services

        RQH also provides property management services for owners of condominium and hotel management services to owners of traditional hotels. Condominium hotels generally offer the same type of services offered by hotels and resorts, plus certain comforts of home, such as kitchens or kitchenettes, separate seating or living room areas and in suite, private bedrooms, with actual services and features varying by property. Generally, property management services are provided pursuant to exclusive agreements with terms ranging from one to five years, many of which are automatically renewable.

        RQH revenues are derived principally from management fees for vacation property rental services and property management services. Property management fees consist of a base management fee and, in some instances, an incentive fee based on a percentage of gross operating profits, net operating income or other similar metric. Property management agreements may provide that owners receive a specified portion of the revenues generated while the relevant properties are under RQH management.

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In these cases, the operating expenses for the rental operation are paid from the revenues generated by the rentals, the owners are then paid their contractual percentages and RQH either retains the balance (if any) as its management fee or makes up the deficit. Revenues are also derived from fees for hotel management services.

Marketing and Technology

        The success of the Interval business depends, in significant part, on the continued growth of the vacation ownership industry. As a result, Interval markets its products and services to resort developers and other parties in the vacation ownership industry through a series of business development initiatives. For nearly ten years, Interval has organized and co-sponsored a proprietary, multi-day informational seminar, currently known as the Vacation Ownership Investment Conference ("VOIC"), where real estate developers, hospitality companies and others contemplating entry into the vacation ownership industry can meet and network with industry leaders, as well as participate in educational panels on various vacation ownership issues, such as property and program planning, financing and regulatory requirements. This seminar is offered annually at locations in regions that Interval views as potential market opportunities for vacation ownership development. Through these programs, Interval works to strengthen and expand the vacation ownership industry through the education and support of viable new entrants. Interval has also maintained leadership roles in various industry trade organizations throughout the world since their inception, through which it has been a driving force in the promotion of constructive legislation, both in the U.S. and abroad, principally aimed at creating or enhancing consumer protection in the vacation ownership industry.

        Given that the success of Interval is dependent, in significant part, on its ability to secure vacation ownership accommodations and attract new members to its exchange programs, Interval also targets its sales and marketing efforts more directly at resort developers and prospective owners of vacation interests. In doing so, Interval not only promotes the benefits of the Interval Network and its value-added services, but also markets itself to resort developers as a provider of operational and sales and marketing support services. Interval's sales and services personnel proactively seek to establish strong relationships with developers during the early stages of the development of a particular resort by providing input on consumer preferences based upon years of experience. In addition, given its long-standing relationships with others within the vacation ownership industry, Interval is often able to refer resort developers to quality providers of a wide range of planning and operational resources. Interval believes that it has established a strong reputation within the vacation ownership industry as being highly responsive to the needs of resort developers and owners of vacation interests.

        Interval maintains developer and consumer marketing departments, both of which are based in ILG's global headquarters in Miami, Florida. International marketing expertise is provided primarily by London-based employees, with input and local expertise being provided by employees in local and regional offices worldwide. These departments are responsible for implementing Interval's overall marketing strategy and developing the materials that are necessary to secure new relationships with resort developers and resorts and obtain new members, as well as promote membership renewals, exchange opportunities and other value-added services to existing members.

        Important to the success and continued growth of the RQH business is its ability to source vacationers interested in booking vacation properties made available through its vacation rental and property management services. RQH markets vacation rental opportunities through online travel intermediaries and other distribution channels, as well as through dedicated property sales, field sales personnel and Interval.

        Interval's success also depends, in part, on its ability to provide prompt, accurate and complete service to its members through voice and data networks and proprietary and third party information systems. The technology platform for the Interval Network is a proprietary, custom developed enterprise application and database that manages all aspects of membership, exchange and Getaway

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Program transaction processing and inventory management. Interval also uses advanced telecommunications systems and technologies to promptly respond and efficiently route member calls. Interval also operates consumer websites for its members, such as www.IntervalWorld.com and www.PreferredResidences.com, while RQH offers vacation rentals to non-member vacationers through www.ResortQuestHawaii.com.

Industry Overview and Trends

        The hospitality industry is a major component of the travel industry, which is affected by the performance of the U.S. economy. The hospitality industry includes the segments in which ILG businesses operate. In 2007, domestic and international travelers spent an estimated $740 billion in the U.S. for business and leisure travel of 50 miles or more, as compared to $699 billion in 2006 and $654 billion in 2005.

        Travel expenditures are sensitive to business and personal discretionary spending levels and tend to decline during general economic downturns as factors, including the increased costs of transportation due to increased fuel prices and the overall financial instability of the airline industry and associated air carrier bankruptcies, adversely impact consumers' decisions to use and consume travel services. See "Risk Factors Relating to Our Business—Adverse Events and Trends."

        Vacation ownership is the segment of the hospitality industry that encompasses the development, operation and sale of vacation interests in traditional timeshare regimes, fractional products, private residence clubs, condo hotels and other forms of shared ownership, and, in some instances, whole ownership. Vacation ownership sales (excluding sales of fractional, private residence club, destination club and whole ownership products) in the U.S. for 2007 are approximately $10.6 billion, as compared to $10.0 billion in 2006 and $8.6 billion in 2005, although much of this growth was driven by higher sales prices. U.S. sales of fractional products, private residences and destination club products were approximately $2.3 billion in 2007, as compared to $2.1 billion in 2006 and $2.0 billion in 2005.

        The tightening of credit available to vacation property developers, including challenges with securitizations, and purchasers could result in the development of fewer vacation ownership and vacation rental properties (and in the case of existing vacation ownership and vacation rental properties, fewer potential purchasers). This factor, plus the potential for increased default rates among current vacation interest owners, could have a negative impact on the number of Interval members and could have a material adverse effect on the vacation ownership and vacation rental industries. See "Risk Factors Relating to Our Business—Adverse Events and Trends."

Vacation Ownership Membership Services

        The vacation ownership membership services industry provides owners of vacation interests with flexibility and choice by providing them access to alternative accommodations through exchange networks encompassing a wide variety of resorts. There are two principal providers of vacation ownership membership services in the global vacation membership services industry, Interval and RCI LLC, a subsidiary of Wyndham Worldwide Corp. According to a study published in 2008 by ARDA International Foundation, 99% of all U.S.-based vacation ownership resorts that participated in such study were participants in an exchange network offered by Interval or RCI or both.

        Growth in the vacation ownership membership services industry is driven primarily by the number of vacation interests sold to new purchasers. At the outset of 2008, the number of U.S.-based households that owned vacation interests increased to approximately 4.7 million, an increase of approximately 300,000 households, from the number reported for the beginning of 2007. Long-term growth is expected to be driven by:

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increased consumer awareness and acceptance of the value and benefits of the ownership of vacation interests;

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adoption of constructive legislation and regulations internationally that improve consumer protection and allow businesses to operate profitably, including a recent announcement by the Government of Dubai that it will shortly issue its first set of vacation ownership regulations;



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the entry of additional independent developers and brand-name hospitality companies into the vacation ownership industry, which will increase the number of vacation interests available for sale; and



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reported demand for vacation ownership products in the U.S.

        The vacation ownership membership services industry growth is driven by the continued development and offering of new vacation ownership accommodations and alternative vacation ownership related products. For example, industry studies suggest that developers are selling more biennial products, whereby owners of vacation interests have access to their accommodations during alternating years. While these trends may have a positive impact on the average number of potential new members of exchange programs, the alternating annual ownership associated with these products could adversely impact average revenue per member across the industry.

Vacation Rental and Property Management Services

        ILG believes that the overall supply of vacation rental properties has been increasing as a result of the growth in second/vacation home ownership and the increasing desire among many owners to rent their properties for additional income. An increasing percentage of vacation home purchasers have cited the ability to generate rental income as a motivating factor for their purchase decision. Property management and vacation rental companies facilitate the rental process by handling most, if not all, aspects of interaction with vacationers. ILG believes growth in the marketplace is due, in some part, to the numbers of resorts entering the condo space as a means to capitalize on overall property construction through the upfront sales of vacation condos.

        Vacation rental properties are also growing in number due to the increasing popularity of renting non-hotel accommodations among consumers. Condominium accommodations typically provide substantial value to consumers seeking more than a nightly stay, as they offer families greater space and convenience than a traditional hotel room by offering separate living, sleeping and eating quarters.

        Growth in leisure travel, as well as improved product awareness and consumer convenience through direct and indirect online distribution channels, is expected to drive growth.

        Currently, ILG offers vacation rental and property management services in Hawaii through RQH. According to the Hawaii Department of Business, Economic Development & Tourism, approximately 7.5 million visitors traveled to Hawaii in each of 2006 and 2007. ILG believes that in the long-term, Hawaii will continue to be a sought after destination for vacationers.

Competition

        The two principal companies in the global vacation ownership membership services industry, Interval and RCI, aggressively compete for developer and consumer market share. Other third parties operate in this industry, but generally outside of the context of value-added membership programs offered at point-of-sale. While the operations of these third parties are generally smaller and more regional in nature, at least one operates on a global basis. Interval also faces increasing competition from points-based vacation clubs and large resort developers, which may elect to operate their own internal exchange systems to facilitate exchanges for owners of vacation interests at their resorts as they increase in size and scope. In addition, increasingly, vacation clubs and large resort developers are forging direct relationships with other developers.

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        Interval believes that developers generally choose to affiliate with an exchange network based on:

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the perceived quality of resorts participating in the network, which is characterized by the desirability of numerous locations, quality of accommodations and the amenities and services available;



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the level of service provided to members;



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the range and level of support services provided to developers;



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the flexibility of the exchange program;



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the costs for annual membership and exchanges; and



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continuity of management.

        Developers affiliated with Interval and/or RCI collectively represent approximately 99% of the vacation ownership resorts in the U.S. Based on the annual disclosure statements filed by RCI and Interval for the year ended December 31, 2007, on a global basis, Interval held approximately 38% of the resorts and 35% of the members participating in exchange networks operated by these companies and RCI held the remainder. Accordingly, RCI is the larger provider of vacation ownership member services with a larger exchange network. Through the resources of its corporate affiliates, particularly Wyndham Vacation Ownership, Inc., itself engaged in vacation ownership sales, RCI may have greater access to a significant segment of new purchasers of vacation interests.

        While overall Interval's primary competitor has a greater number of resorts in its exchange network and reports a larger number of owners of vacation interests participating in its vacation ownership membership programs, Interval believes that it has distinguished itself as the vacation ownership membership service provider of choice with developers of high quality vacation properties and their owners, based primarily on the quality of the resorts in the Interval Network and related services provided by these resorts, coupled with its continued commitment to attract quality resorts to its exchange networks and foster quality vacation experiences for its members. For example, in 2008, Interval launched the Preferred Residences Program, a hospitality-branded membership program for luxury shared ownership resorts and condo hotels.

        RQH's vacation rental business faces competition from other suppliers of travel products and services, hotel operators and local rental agents and its property management business is also highly competitive in that there are low barriers to entry.

Employees

        As of June 30, 2008, ILG had approximately 2,900 employees worldwide. With the exception of a limited number of housekeeping employees at one property in Hawaii and a few member services employees in Argentina, Italy, Mexico and Spain, employees are not represented by unions or collective bargaining agreements. ILG believes that relationships with its employees are generally good.

Properties

        ILG conducts operations through 28 offices in 17 countries, of which 7 locations are within the U.S. and 21 locations are outside of the U.S. ILG's global headquarters which is located in Miami, Florida and occupies approximately 100,000 square feet of office space under a long-term lease expiring in July 2016. Interval also operates a call center in Miami that is approximately 60,000 square feet under a long-term lease expiring in December 2020. Interval's European headquarters are located in London, England and occupy approximately 24,400 square feet of office space under a long-term lease which expires in May 2016, while its Asian headquarters are located in Singapore and occupy approximately 3,000 square feet of office space under a lease, the current term of which expires in September 2009, subject to automatic renewal.

        RQH's property management headquarters is located in Honolulu, Hawaii and occupies approximately 25,000 square feet of office space under a lease expiring in October 2009. Activities have commenced to source and secure alternative premises upon the termination of the existing lease.

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MANAGEMENT

Board of Directors and Executive Officers

        The following table sets forth information as to persons who serve as ILG and Interval Acquisition Corp. executive officers and directors as of September 15, 2008. Additional biographical information about such individuals is set forth below. The ILG Board of Directors, the composition of which (including its committees) complies with the independence requirements under the current standards imposed by the Marketplace Rules consists of nine directors. The Interval Acquisition Corp. Board of Directors is not subject to and does not meet the independence requirements of the Marketplace Rules and consists of three directors.

Name	Age		Position(s)
Craig Nash		55	Chairman, President, Chief Executive Officer and Director of ILG President, Chief Executive Officer and Director of Interval Acquisition Corp.
John Galea		53	Chief Accounting Officer of ILG Chief Financial Officer and Director of Interval Acquisition Corp.
William L. Harvey		52	Chief Financial Officer of ILG
Victoria Kincke		52	General Counsel of ILG Vice President and Assistant Secretary of Interval Acquisition Corp.
Marie Lee		52	Chief Information Officer of ILG
Jeanette Marbert		52	Chief Operating Officer of ILG Executive Vice President, Chief Operating Officer, Secretary and Director of Interval Acquisition Corp.
Gregory R. Blatt		40	Director of ILG
David Flowers		54	Director of ILG
Gary S. Howard*		57	Director of ILG
Lew Korman*		63	Director of ILG
Thomas J. Kuhn*		46	Director of ILG
Thomas J. McInerney		44	Director of ILG
Tom Murphy, Jr.*		60	Director of ILG
Avy H. Stein*		53	Director of ILG

*

ILG Independent Directors

Craig M. Nash, age 55, serves as Chairman, President, Chief Executive Officer and director of ILG and President, Chief Executive Officer and Director of Interval Acquisition Corp. and has served as President of Interval since June 1989 and as Chief Executive Officer of Interval since March 1998. Prior to assuming this role, Mr. Nash served in a series of increasingly significant roles with Interval, including as General Counsel and Vice President of Regulatory Affairs. Mr. Nash joined Interval in 1982. Mr. Nash also provides management oversight to the RQH businesses. Mr. Nash serves on the Board of Directors of the American Resort Development Association and is also a member of its Executive Committee.

John A. Galea, age 52, serves as Chief Accounting Officer of ILG and Chief Financial Officer and Director of Interval Acquisition Corp. and has served as Chief Financial Officer for Interval since October 2006. Prior to his tenure as Chief Financial Officer, Mr. Galea served as Interval's Vice

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President of Accounting and Corporate Controller since 2000. Mr. Galea also provides management oversight to the RQH businesses.

William L. Harvey, age 52, serves as Chief Financial Officer of ILG. Prior to joining ILG in June 2008, Mr. Harvey served as the chief financial officer for TrialGraphix, Inc., a Miami-based litigation support firm from August 2006 through November 2007. Between June 2003 and July 2006, Mr. Harvey served as a Vice President at LNR Property Corporation, a Miami-based diversified real estate and finance company, managing various financial and accounting units. From September 1992 through February 2003, Mr. Harvey served as the Executive Vice President and Chief Financial Officer of Pan Am International Flight Academy, Inc., a private provider of flight training services to pilots, flight attendants and air traffic controllers. Mr. Harvey is a registered CPA who began his accounting career at Deloitte & Touche and was a partner in their Miami offices prior to September 1992. Mr. Harvey is a member of the Board of Directors of Summit Financial Services Group, Inc.

Victoria J. Kincke , age 52, serves as Senior Vice President, General Counsel and Secretary of ILG and Vice President and Assistant Secretary of Interval Acquisition Corp. and has served as Senior Vice President and General Counsel of Interval since May 2005. Prior to this time, Ms. Kincke served as General Counsel of Interval from July 1999. Ms. Kincke joined Interval in 1997. Ms. Kincke also provides management oversight to the RQH businesses.

Marie A. Lee, age 52, serves as Chief Information Officer of ILG and since May 2005 has served as Chief Information Officer and Senior Vice President, U.S. Operations of Interval. Prior to this time, Ms. Lee served as Chief Information Officer of Interval from January 2004 and Senior Vice President, Information Technology of Interval from May 2000 to December 2003.

Jeanette E. Marbert, age 52, serves as Chief Operating Officer of ILG and Executive Vice President, Chief Operating Officer, Secretary and Director of Interval Acquisition Corp. and has served as Chief Operating Officer for Interval since June 1999. Prior to her tenure as Chief Operating Officer, Ms. Marbert served as General Counsel of Interval from 1994 to 1999. Ms. Marbert joined Interval in 1984.

Gregory R. Blatt, age 40, has served as Executive Vice President, General Counsel and Secretary of IAC since March 2005 and had previously served as Senior Vice President, General Counsel and Secretary of IAC since November 2003. Prior to joining IAC in November 2003, Mr. Blatt served as Executive Vice President, Business Affairs and General Counsel of Martha Stewart Living Omnimedia, Inc. ("MSO") from January 2001 to October 2003, Executive Vice President and General Counsel of MSO from September 1999 to January 2001 and Senior Vice President, General Counsel of MSO from May 1999 to September 1999. Prior to joining MSO, Mr. Blatt was an associate with Grubman Indursky & Schindler, P.C., a New York entertainment and media law firm, from 1997 to May 1999, and prior to that, was an associate at Wachtell, Lipton, Rosen & Katz, a New York law firm, from 1995 to 1997.

David Flowers, age 54, has served as Senior Vice President & Treasurer of Liberty Media Corporation since October 2000, Treasurer since April 1997 and Vice President since June 1995. He has also served as Senior Vice President and Treasurer of Discovery Holding Company since May 2005. Mr. Flowers is a member of the Board of Directors of Summit Bank & Trust, a state chartered bank in Colorado.

        Mr. Flowers was nominated as a director by Liberty Media Corporation. See "Certain Relationships and Related Party Transactions—Agreements with Liberty Media Corporation."

Gary S. Howard, age 57, served as Executive Vice President and Chief Operating Officer of Liberty Media Corporation from July 1998 to February 2004 as well as serving on Liberty Media Corporation's Board of Directors from July 1998 until January 2005. Additionally, Mr. Howard held several executive officer positions with companies affiliated with Liberty Media Corporation. Mr. Howard currently serves on the Board of Directors of Dish Network Corporation.

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        Mr. Howard was nominated as a director by Liberty Media Corporation. See "Certain Relationships and Related Party Transactions—Agreements with Liberty Media Corporation."

Lewis J. Korman, age 63, has been a business advisor to various companies since 1997. Mr. Korman has advised X.L. Capital, Ltd., a reinsurance company, with respect to financial transactions in the entertainment and media industries since 1997 and will continue through 2009. From 1998 through 2002, Mr. Korman advised Starlight International, a company engaged in the marketing and distribution of dietary supplements. He has served Trident Media Group, the largest literary agency in the publishing business, since 2002 and will continue through 2009, as well as Sandler & Travis Trade Advisory Services, a project management, consulting and trade compliance firm since 2006 with no fixed term. Mr. Korman has advised Sandler, Travis & Rosenberg, a customs and international trade law firm and business practice, since 2007, and his term is renewable annually. In addition, he has been co-producing an animated theatrical production at Warner Bros. and has co-produced two works of photojournalism: A Day in the Life of the United States Armed Forces (Harper Collins, May 2003) and A Day in the Life of the American Woman (Bulfinch Press, October 2005). From 1998 through 2007, Mr. Korman served as Vice Chairman of RAB Holdings, which owned Millbrook Distribution Services (a distributor of specialty foods and health and beauty products to supermarkets), as well as Vice Chairman of The B. Manischewitz Company (a manufacturer of kosher and related ethnic food products). He held the position of President and Chief Operating Officer of Savoy Pictures Entertainment, which engaged in the distribution of motion pictures and owned four Fox affiliated television stations, from 1992 until 1997, when the company was acquired by a predecessor to IAC. Mr. Korman served as Senior Executive Vice President and Chief Operating Officer of Columbia Pictures Entertainment from 1988 until 1989, before it was sold to Sony Corporation, and as Senior Executive Vice President of TriStar Pictures from 1987 until it merged with Columbia Pictures Entertainment in 1988.

Thomas J. Kuhn, age 46, joined Allen & Company LLC, an investment banking firm, as a Managing Director in 2000.

Thomas J. McInerney, age 44, has been Executive Vice President and Chief Financial Officer of IAC since January 2005. Mr. McInerney previously served as Chief Executive Officer of IAC's Retailing sector from January 2003 through December 2005. Prior to this time, Mr. McInerney served as Executive Vice President and Chief Financial Officer of Ticketmaster (prior to it becoming a wholly-owned subsidiary of IAC in January 2003) and its predecessor company, Ticketmaster Online-Citysearch, Inc., since May 1999. Prior to joining Ticketmaster, Mr. McInerney worked at Morgan Stanley, most recently as a Principal.

Thomas P. Murphy, Jr., age 60, is Chairman and Chief Executive Officer of Coastal Construction Group, which he founded in 1989. Mr. Murphy has 40 years of construction and development experience, which encompasses hospitality, resort, office, retail, industrial, institutional and residential projects. Mr. Murphy is a board member of Baptist Health Systems of South Florida and is a member of the National Construction Industry Round Table, the National Association of Home Builders and the Florida Home Builders Association.

Avy H. Stein, age 53, is a Managing Partner of Willis Stein & Partners, a Chicago-based private equity firm that invests in companies in the consumer, education, healthcare and specialized business service industries. Mr. Stein co-founded Willis Stein & Partners with John Willis in 1995. Mr. Stein serves many philanthropic organizations. He is a co-chairman of the Development Council for B.U.I.L.D. (Broader Urban Involvement in Leadership Development), an organization that provides career and educational development for inner city youth, a member of Board of Directors of the University of Illinois Foundation and its Investment Policy Committee; a member of the Board of Trustees, former Treasurer, and Chairman of the Investment Committee of the Ravinia Festival; a Board member and member of the Executive Committee of Steppenwolf Theatre Company; a Board member of the Chicago Humanities Festival; as well as a member of CCA (Civic Consulting Alliance), the Economic Club and Commercial Club of Chicago. Mr. Stein is a certified public accountant, and received his law degree in 1980 from Harvard University.

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EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Roles and Responsibilities

        Prior to the spin-off, the compensation of ILG's executive officers was predominantly determined by IAC, acting in effect as ILG's compensation committee. IAC's compensation process is principally driven by IAC's General Counsel, who has primary responsibility for administering compensation and making compensation recommendations, with all specific decisions approved by IAC's Chairman and Chief Executive Officer and, where appropriate, the Compensation Committee of IAC's Board of Directors (specifically with respect to all awards of IAC equity).

        This Compensation Discussion and Analysis deals exclusively with historical information while ILG was a part of IAC. Following the completion of the spin-off, ILG has an independent Board of Directors, which in turn has a Compensation and Human Resources Committee, with responsibility for establishing ILG's compensation philosophy and programs and determining appropriate payments and awards to its executive officers. Because ILG's compensation committee has recently been established, ILG cannot predict what compensation philosophies and programs will be adopted, and therefore this historical report is not necessarily indicative of the practices it will follow as an independent public company.

        In general, IAC was responsible for establishing bonus pools and equity pools for ILG, and then such pools were allocated throughout ILG, with IAC directly establishing all compensation elements for ILG's CEO, while the CEO made the determinations for ILG's other executive officers, though subject to IAC's review and approval.

        Neither ILG nor IAC has an ongoing relationship with any particular compensation consulting firm, though IAC has from time to time retained the services of consultants on specific occasions regarding broad-based IAC compensation programs. At no time has a consultant been engaged with respect to compensation of any ILG executive officers.

Philosophy and Objectives

        ILG's executive officer compensation program is designed to increase long-term stockholder value by attracting, retaining, motivating and rewarding leaders with the competence, character, experience and ambition necessary to enable ILG to meet its growth objectives.

        When establishing compensation packages for a given executive, ILG has followed a flexible approach, and has made decisions based on a host of factors particular to a given executive situation, including ILG's firsthand experience with the competition for recruiting and retaining executives, negotiation and discussion with the relevant individual, competitive survey data, internal equity considerations and other factors deemed relevant at the time. ILG's primary approach has been to pay base salaries at or around market levels while rewarding annual profit growth through an annual bonus program and long-term value creation through equity participation.

Compensation Elements

        ILG's compensation packages for executive officers have primarily consisted of salary, annual bonuses, long term incentives (typically equity awards), perquisites and other benefits. Prior to making specific decisions related to any particular element of compensation, ILG typically reviews the total compensation of each executive, evaluating the executive's total near and long-term compensation in the aggregate. ILG determines which element or combinations of compensation elements (salary, bonus or equity) can be used most effectively to further our compensation objectives. However, all such

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decisions are subjective, and made on a facts and circumstances basis without any prescribed relationship between the various elements of the total compensation package.

Salary

General.    ILG typically negotiates a new executive officer's starting salary upon arrival, based on the executive's prior compensation history, prior compensation levels for the particular position within ILG, ILG's location, salary levels of other executives within ILG, salary levels available to the individual in alternative opportunities, reference to certain survey information and the extent to which we desire to secure the executive's services. Mr. Nash's salary was established through negotiations with IAC.

        Once established, salaries can increase based on a number of factors, including the assumption of additional responsibilities, internal equity, periodic market checks and other factors which demonstrate an executive's increased value to ILG.

        ILG utilizes various salary surveys depending upon the position to determine a market relevant range of salaries for each position. At least two surveys are used in each analysis. ILG uses the following surveys: Towers Perrin Executive Compensation Data Bank, Radford Executive Survey, and the Mercer Premium Executive Remuneration Survey.

         2007.    Mr. Nash entered into a new employment agreement with IAC under which his salary was increased from $568,788 to $650,000 through negotiation. Ms. Marbert received a salary increase from $300,000 to $350,000 based on discussions between Ms. Marbert and Mr. Nash, and Mr. Nash's views of internal equity. Mr. Galea also received a salary increase from $200,000 to $250,000 based on reviews of market data and internal equity considerations. Ms. Lee and Ms. Kincke both received ordinary course salary increases of approximately 5% effective January 1, 2007.

         2008.    Mr. Nash and Ms. Marbert each entered into new employment agreements which became effective upon the spin-off (the "New Nash Employment Agreement" and the "New Marbert Employment Agreement," respectively). Under these agreements, Mr. Nash receives a base salary of $750,000, arrived at by negotiation with Mr. Nash and a recognition by the Company of his increased responsibilities as the Chairman and Chief Executive Officer of a public company. Ms. Marbert receives a base salary of $400,000, negotiated by Mr. Nash, which again reflects increased public company responsibilities. Additionally, Ms. Kincke received a raise to $250,000 to reflect her increased responsibilities as General Counsel of a public company. In connection with his employment, Mr. Harvey entered into an employment agreement providing for an initial base salary of $325,000, subject to increase following an annual review.

Annual Bonuses

General.    ILG's bonus program is designed to reward performance on an annual basis. Because of the variable nature of the bonus program, and because in any given year bonuses have the potential to make up a significant amount of an executive's total compensation, it provides an important incentive tool to achieve ILG's annual objectives.

        Prior to the spin-off, IAC established the bonus of the CEO based on its view of corporate performance, based on a target level of 100% of salary. In large part, corporate performance has been measured based on ILG's growth in year over year profitability, generally as measured by Operating Income Before Amortization ("OIBA"), although achievement of strategic objectives is also taken into account. Mr. Nash's old employment agreement provided for a minimum bonus of $350,000 in the event certain modest OIBA targets are achieved, but these targets are expected to be met, and a subjective determination of corporate performance is the true driver of Mr. Nash's bonus.

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        After consultation with ILG management, IAC established the annual bonus pool for ILG based on its assessment of ILG's performance for the applicable year.

        Mr. Nash then allocated the pool to the rest of the company, including to the other executive officers based on individual and corporate success.

        ILG generally pays bonuses shortly after year-end following finalization of financial results for the prior year.

         2007.    In 2007, ILG experienced another solid year of profit growth. IAC paid Mr. Nash a bonus of $800,000, based both on the OIBA growth of ILG and ILG's successful acquisition of the Resort Quest business. While in 2007 Ms. Marbert's employment agreement expired, ILG paid her bonus based primarily on the formula that had been set forth in that employment agreement, which provided for a target bonus of 100% of salary, with incremental bonus paid to the extent OIBA exceeded the Company's plan. Ms. Marbert was paid a bonus of $360,000, slightly more than target. Mr. Galea, Ms. Kincke and Ms. Lee received bonuses based on Mr. Nash's view of corporate performance and individual contributions, including, in the case of Mr. Galea and Ms. Kincke, in connection with the Resort Quest acquisition.

         2008.    ILG has agreed to guarantee the 2008 bonuses for Mr. Nash, Ms. Marbert, Ms. Kincke and Mr. Galea at 100%, 100%, 40% and 40% of salary, respectively, presuming continued employment. This decision was made in light of the strong performance of ILG through May and the significant effort expended by these individuals in connection with the spin-off transaction. Under the New Nash Employment Agreement, Mr. Nash is entitled to a minimum bonus of $250,000 in the event certain modest OIBA targets to be established annually are achieved, but these targets will be set at a level expected to be met, and a subjective determination of corporate performance is expected to be the true driver of Mr. Nash's bonus. In addition, the agreement provides that the Compensation Committee may change from OIBA targets to another performance metric in the event ILG uses a different metric to measure performance. Mr. Harvey's agreement provides for a discretionary bonus with a target of 75% of salary to be pro-rated for 2008.

Long-Term Incentives

General.    IAC believes that ownership shapes behavior, and that by providing a meaningful portion of an executive officer's compensation in stock, his or her incentives are aligned with our stockholders' interests in a manner that drives better performance over time. As part of IAC, that led to each ILG executive officer receiving IAC equity awards on a regular basis.

        In setting particular award levels, the predominant objectives are providing the person with effective retention incentives, appropriate reward for past performance and incentives for strong future performance. Appropriate levels to meet these goals may vary from year to year, and from individual to individual, based on a variety of factors.

        The annual corporate performance factors relevant to setting bonus amounts that were discussed above, while taken into account, are generally less relevant in setting annual equity awards, as the awards tend to be more forward looking, and are a longer-term retention and reward instrument than our annual bonuses.

        Awards to the CEO are made by IAC. Additionally, IAC establishes a pool for annual equity awards which the CEO allocates to the Company's employees, including the executive officers, subject to IAC's approval. In establishing the equity pool for ILG, IAC has taken into account historical practices, its view of market compensation generally, the dilutive impact of equity grants across IAC, and other relevant factors. Additionally, IAC approves any equity grants recommended to be made to ILG executives outside of the annual process. Executive officers receive grants that are subjectively determined based on the CEO's view of how best to allocate the equity pool for retention, reward and

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motivation based on a host of subjective factors (including past contribution, retention risk, contribution potential, and market data), with grants equal to annual salary being a basic guideline.

        Except where otherwise noted, equity awards are made following year-end after financial results for the prior year have been finalized. The meeting of the Compensation and Human Resources Committee of the IAC Board at which the awards are made is generally scheduled months in advance and without regard to the timing of the release of earnings or other material information.

         Restricted Stock Units.    Prior to the spin-off, IAC used restricted stock units, or RSUs, as its exclusive equity compensation tool for ILG executive officers. Through 2006, these awards generally vested in equal annual installments over five years (annual-vesting RSUs), or cliff vested at the end of five years (cliff-vesting RSUs). Annual awards were intended to provide frequent rewards and near-term retention incentives, while cliff-vesting RSUs provided more of a long-term retention mechanism.

        In February 2007, IAC implemented a new equity instrument, Growth Shares, which were RSU grants that cliff vest at the end of three years in varying amounts depending upon growth in IAC's publicly reported metric, Adjusted Earnings Per Share, with certain modifications.

        These awards were introduced throughout IAC to more closely link long-term reward with IAC's overall performance and to provide greater retentive effect by providing the opportunity to earn greater amounts through increased IAC performance. However, in connection with the spin-off, these awards were converted into three-year cliff-vesting awards at the "target" value (or 50% of the shares actually granted), without variability based on performance.

         2007.    In February of 2007, our executive officers generally received a mix of Growth Shares and annual-vesting RSUs. Ms. Marbert received grants twice the size of ILG's other executive officers due to her senior position as COO of the company.

        Mr. Nash received an award of Growth Shares and annual-vesting RSUs as part of the annual grant process, and then in connection with his entering into a new employment agreement in July, Mr. Nash received two additional RSU grants, each cliff vesting at the end of four years. One award was for 100,000 RSUs and the other was for up to 75,000 RSUs, with the actual amount to vest dependent on growth in ILG over the period, however, this performance-based award will be cancelled at the time of the spin-off pursuant to the New Nash Employment Agreement. These awards were determined by negotiation with Mr. Nash.

         2008.    In February 2008, Ms. Marbert received 20,000 RSUs, Ms. Kincke and Mr. Galea each received 6,000 RSUs and Ms. Lee received 4,800 RSUs. These grants were larger than those of prior years principally because the overall ILG equity pool was larger than in the past. The larger pool resulted from IAC's determination that key ILG employees had smaller equity holdings than did comparable individuals at other IAC companies.

        Additionally, under the New Nash Employment Agreement and the New Marbert Employment Agreement, Mr. Nash and Ms. Marbert received RSU grants at the time of the spin-off worth $8 million and $2 million, respectively, with 75% of the award vesting annually over four years and 25% of the award vesting at the end of four years. These amounts were negotiated between IAC and Mr. Nash, and were given in contemplation of, and became effective upon, the spin-off. Pursuant to his agreement, Mr. Harvey received RSU grants worth $750,000 at the time of the spin-off, vesting over four years.

         Spin-Off Adjustments.    In the spin-off, equity awards denominated in IAC stock were adjusted (i) to cause vesting immediately prior to the spin-off of awards granted prior to August 2005 and/or scheduled to vest through February 2009, (ii) to convert performance-based RSUs granted in 2007, or Growth Shares, into non-performance-based RSUs based on the target value, (iii) to cause the vesting

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immediately prior to the spin-off of the portion of cliff vested RSUs that would have vested through February 2009 if such awards had vested on an annual basis, (iv) to convert all RSUs that do not vest under (i) or (iii) above into RSUs for the company that continues to employ the individual following the spin-offs, and (v) to split all options among the five companies and adjust the exercise price based on the price of such company's shares as of the spin date.

        The following table reflects the effect of these adjustments on all equity awards held by ILG's executive officers:

	Upon Completion of the Spin-Off*
Name	RSUs that will vest upon completion of spin-off transactions (#)		RSUs that will be converted exclusively into RSUs of ILG and vest on regular schedule (#)			RSUs that will be split among the post-transaction companies and vest after February 2009 on regular schedule (#)		Options outstanding at December 31, 2007—all of which will be split among the post-transaction companies (#)
Craig Nash		40,649		103,007	(1)		53,715		—
Jeanette Marbert		17,971		28,565			8,362		—
John Galea		3,852		11,081			3,344		—
Marie Lee		11,802		13,333			2,508		—
Victoria Kincke		2,921		9,446			2,508		—

*

Excludes 9,727, 4,962, 2,502, 3,129, and 2,167 RSUs that vested between December 31, 2007 and August 1, 2008 for Mr. Nash, Ms. Marbert, Mr. Galea, Ms. Lee and Ms. Kincke, respectively.

(1)

Excludes 75,000 performance based RSUs that were cancelled at the time of the spin-offs pursuant to the New Nash Employment Agreement.

Change of Control and Severance

        ILG believes that providing executives with severance and change of control protection is critical to allowing executives to fully value the forward looking elements of their compensation packages, and therefore limit retention risk during uncertain times. Accordingly, ILG employment arrangements and equity awards generally provide for salary continuation in the event of certain employment terminations beyond the control of the executive, as well as varying degrees of accelerated vesting in the event of a change of control of the company.

Other Compensation

        Under other limited circumstances, ILG executive officers have received non-cash and non-equity compensatory benefits. The values of these benefits are reported under the heading "Other Annual Compensation" in this filing pursuant to applicable rules. The executive officers do not participate in any deferred compensation or retirement program other than IAC's 401(k) plan.

Tax Deductibility

        IAC's practice has been to structure ILG's compensation program in such a manner so that the compensation is deductible by IAC for federal income tax purposes. However, because ILG executive officers are now subject to the limitations on deductibility under Section 162(m) of the Code and were not previously, certain compensatory arrangements established prior to the spin-off but that will be paid following the spin-off may not result in deductible compensation for ILG.

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Summary Compensation Table

Name and Principal Position	Year		Salary ($)		Bonus ($)		Stock Awards ($)		All Other Compensation ($)(2)		Total ($)
Craig Nash Chairman, President and CEO		2007		593,063		800,000		1,416,685		38,384		2,848,132
Jeanette Marbert Chief Operating Officer		2007		308,077		360,000		352,269		6,750		1,027,096
Marie Lee Chief Information Officer		2007		220,000		80,000		176,147		3,388		479,735
Victoria Kincke General Counsel		2007		215,000		86,000		107,148		3,116		411,264
John Galea Chief Accounting Officer		2007		208,079		85,000		146,643		4,258		443,980

(1)

Reflects the dollar amount recognized by IAC for financial statement reporting purposes for the fiscal year ended December 31, 2007, in accordance with SFAS 123R, for IAC RSUs awarded in and prior to 2007 under IAC's stock and annual incentive plans. These amounts do not, therefore, represent the value of IAC equity compensation awarded or realized in 2007. For further discussion of IAC's accounting for its equity compensation plans, see Note 4 of IAC's audited financial statements for the fiscal year ended December 31, 2007 included in its Annual Report on Form 10-K filed with the SEC on February 29, 2008. For information on awards made and realized in 2007, see the Grants of Plan-Based Awards and Option Exercises and Stock Vested tables.

(2)

See the table below for additional information on amounts for 2007. Pursuant to SEC rules, perquisites and personal benefits are not reported for any named executive for whom such amounts were less than $10,000 in aggregate for the fiscal year.

	Craig Nash		Jeanette Marbert		Marie Lee		Victoria Kincke		John Galea
Supplemental disability insurance	$	19,484		—		—		—		—
Automobile allowance		14,400		—		—		—		—
401(k) plan company match		4,500	$	6,750	$	3,388	$	3,116	$	4,258
Total All Other Compensation	$	38,384	$	6,750	$	3,388	$	3,116	$	4,258

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Grants of Plan-Based Awards

        The table below provides information regarding IAC equity awards granted to our named executives in 2007.

	Estimated Future Payouts Under Equity Incentive Plan Awards(1)(2)(3)								All other stock awards: Number of shares of stock or units (#)(3)
											Grant Date Fair Value of Stock and Option Awards ($)(4)
Name	Grant Date		Threshold (#)		Target (#)		Maximum (#)
Craig Nash		2/16/07 9/12/07		1,046 1		18,820 75,000		37,640 N/A		6,274 100,000		999,996 4,840,500
Jeanette Marbert		2/16/07		697		12,546		25,092		2,509		599,942
Marie Lee		2/16/07		209		3,763		7,526		1,255		199,968
Victoria Kincke		2/16/07		209		3,763		7,526		1,255		199,968
John Galea		2/16/07		279		5,018		10,036		1,255		249,979

(1)

Equity incentive plan awards with a grant date of 2/16/07 reflect performance based RSU awards which cliff vest at the end of three years in varying amounts depending upon growth in IAC's publicly reported metric, Adjusted Earnings Per Share, with certain modifications. The threshold amount represents 5.56% of the target payout, which amount would vest upon achieving the minimum growth threshold. These awards were converted into three year cliff-vesting awards in the spin-offs as described under "Compensation Discussion and Analysis—Spin-Off Adjustments."

(2)

The equity incentive plan award to Mr. Nash with a grant date of 9/12/07 reflects a performance award which cliff vests in four years in varying amounts depending on the compounded annual growth rate in the value of ILG (as agreed between the executive and IAC) during the valuation period. If the minimum growth rate is not achieved, the RSUs are forfeited, while increasing numbers of shares vest depending on higher levels in the growth rate. In all, the number of shares vesting can range from 0% to 100% of the initial "target" award, with one share vesting upon achieving the minimum growth rate threshold. This award was cancelled in the spin-off.

(3)

RSU award recipients would be credited with amounts for cash dividends paid on IAC common stock, with such additional amounts vesting concurrently with the related RSU award. For information on the treatment of RSU awards granted to ILG's named executives upon a termination of employment or a change in control, see the discussion under Potential Payments Upon Termination or Change in Control.

(4)

The fair value of equity incentive plan awards is based on the target amount.

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Outstanding Equity Awards at Fiscal Year-End

        The table below provides information regarding various IAC equity awards held by ILG's named executives as of December 31, 2007. The market value of these awards is based on the closing price of IAC common stock as of December 31, 2007 ($26.92), the last trading day of 2007.

	Stock Awards(1)(2)(3)
Name	Number of shares or units of stock that have not vested (#)		Market value of shares or units of stock that have not vested ($)		Equity incentive plan awards: Number of unearned shares, units or other rights that have not vested (#)		Equity incentive plan awards: Market or payout value of unearned shares, units or other rights that have not vested ($)
Craig Nash		188,277		5,068,417		1,047		28,185
Jeanette Marbert		27,314		735,293		697		18,763
Marie Lee		16,278		438,204		209		5,626
Victoria Kincke		7,279		195,951		209		5,626
John Galea		9,761		262,766		279		7,511

(1)

For a discussion regarding how these IAC equity awards were treated in the spin-offs, see "Compensation Discussion and Analysis—Spin-Off Adjustments."

(2)

Amounts shown for equity incentive plan awards are based on achieving the minimum threshold growth level of the relevant performance criteria in accordance with SEC rules.

(3)

The table below provides the following information regarding RSU awards held by ILG's named executives as of December 31, 2007: (i) the grant date of each award, (ii) the number of RSUs outstanding (on an aggregate and grant-by-grant basis), (iii) the market value of RSUs outstanding as of December 31, 2007, (iv) the vesting schedule for each award and (v) the total number of RSUs that vested or are scheduled to vest in each of the fiscal years ending December 31, 2008, 2009, 2010, 2011 and 2012.

	Number of Unvested RSUs as of 12/31/07		Market Value of Unvested RSUs as of 12/31/07
					Vesting Schedule (#)
Name of Executive Officer and Grant Date
	(#)		($)		2008		2009		2010		2011		2012
Craig Nash
2/4/04(a)		4,484		120,709		2,241		2,243		—		—		—
2/10/05(a)		7,919		213,179		2,639		2,639		2,641		—		—
2/10/05(b)		28,278		761,244		—		—		28,278		—		—
2/6/06(a)		14,373		386,921		3,593		3,593		3,593		3,594		—
2/6/06(b)		26,949		725,467		—		—		—		26,949		—
2/16/07(a)		6,274		168,896		1,254		1,255		1,255		1,255		1,255
2/16/07(c)		18,820		506,634		—		—		18,820		—		—
9/12/07(d)		100,000		2,692,000		—		—		—		100,000		—
9/12/07(e)		75,000		2,019,000		—		—		—		75,000		—
Total		282,097		7,594,050		9,727		9,730		54,587		206,798		1,255
Jeanette Marbert
2/4/04(a)		2,655		71,473		1,327		1,328		—		—		—
2/10/05(a)		5,091		137,050		1,697		1,696		1,698		—		—
2/10/05(b)		11,310		304,465		—		—		11,310		—		—
2/6/06(a)		5,749		154,763		1,437		1,437		1,437		1,438		—
2/16/07(a)		2,509		67,542		501		502		502		502		502
2/16/07(c)		12,546		337,738		—		—		12,546		—		—
Total		39,860		1,073,031		4,962		4,963		27,493		1,940		502
Marie Lee
2/4/04(a)		1,770		47,648		885		885		—		—		—
2/10/05(a)		2,263		60,920		1,131		1,131		1,132		—		—
2/10/05(b)		7,541		203,004		—		—		7,541		—		—
2/6/06(a)		3,449		92,847		862		862		862		863		—
2/16/07(a)		1,255		33,785		251		251		251		251		251
2/16/07(c)		3,763		101,300		—		—		3,763		—		—
Total		20,041		539,504		3,129		3,129		13,549		1,114		251

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	Number of Unvested RSUs as of 12/31/07		Market Value of Unvested RSUs as of 12/31/07
					Vesting Schedule (#)
Name of Executive Officer and Grant Date
	(#)		($)		2008		2009		2010		2011		2012
Victoria Kincke
2/4/04(a)		885		23,824		442		443		—		—		—
2/10/05(a)		2,264		60,947		755		753		756		—		—
2/6/06(a)		2,875		77,395		719		718		719		719		—
2/16/07(a)		1,255		33,785		251		251		251		251		251
2/16/07(c)		3,763		101,300		—		—		3,763		—		—
Total		11,042		297,251		2,167		2,165		5,489		970		251
John Galea
2/4/04(a)		1,181		31,793		590		591		—		—		—
2/10/05(a)		2,828		76,130		942		943		943		—		—
2/6/06(a)		2,875		77,395		719		718		719		719		—
12/6/06(a)		1,622		43,664		405		406		405		406		—
2/16/07(a)		1,255		33,785		251		251		251		251		251
2/16/07(c)		5,018		135,085		—		—		5,018		—		—
Total		14,779		397,852		2,907		2,909		7,336		1,376		251

(a)

These awards vest in five equal annual installments on each of the first five anniversaries of the grant date, subject to continued employment.



(b)

These awards vest in one lump sum installment on the fifth anniversary of the grant date, subject to continued employment.



(c)

Represents the initial "target" awards. See the Grants of Plan-Based Awards table and footnote (1) thereto.



(d)

This award vests in one lump sum installment on July 1, 2011, subject to continued employment.



(e)

Represents the initial "target" award. See the Grants of Plan-Based Awards table and footnote (2) thereto.

Option Exercises and Stock Vested

        The table below provides information regarding the number of shares acquired by ILG's named executives in 2007 upon the vesting of RSU awards and the related value realized, excluding the effect of any applicable taxes. The dollar value realized upon vesting of RSUs represents the closing price of IAC common stock on the applicable vesting date multiplied by the number of RSUs so vesting. No named executive officer exercised any stock options during 2007.

	Stock Awards
Name	Number of Shares Acquired on Vesting (#)		Value Realized on Vesting ($)
Craig Nash		8,473		332,224
Jeanette Marbert		4,460		174,889
Marie Lee		2,877		112,810
Victoria Kincke		1,913		75,104
John Galea		2,655		100,242

Potential Payments Upon Termination or Change in Control

Change of Control

        Pursuant to the terms of ILG's equity compensation plans and the award agreements thereunder, upon a change of control the named executive officers are generally entitled to accelerated vesting of (i) equity awards made prior to 2006 and (ii) equity awards made thereafter if, following such change in control, their employment is terminated by the Company for any reason other than death, disability or cause (as defined in the relevant employment agreement), or by the executive for good reason (as defined in the relevant employment agreement or plan document) (a "Qualifying Termination").

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Additionally, under the New Nash Employment Agreement and the New Marbert Employment Agreement, Mr. Nash and Ms. Marbert will be entitled to two-years forward vesting of the RSUs granted under those agreements (including pro ration two years forward on the cliff vesting portions of those awards).

Severance

         Cash.    Upon a Qualifying Termination, ILG executive officers are entitled to salary continuation of, with respect to Mr. Nash and Ms. Marbert, twenty-four months, with respect to Mr. Galea and Ms. Kincke, twelve months, and with respect to Ms. Lee, six months. With respect to Mr. Harvey, the salary continuation would be six months if termination occurs before June 30, 2009 or twelve months after that date. Additionally, under the New Nash Employment Agreement and New Marbert Employment Agreement, Mr. Nash and Ms. Marbert are entitled to pro rated portions of the bonus they would otherwise earn during the year in which the Qualifying Termination occurs, payable at the time such bonus would otherwise be determined.

         Equity.    Upon a Qualifying Termination, Mr. Nash and Ms. Marbert will receive two-year's forward vesting of their RSUs granted under those agreements (including pro ration two years forward on the cliff vesting portions of those awards). Upon a Qualifying Termination, Mr. Harvey would receive forward vesting of six months if on or before June 30, 2009 and twelve months if after that date; provided in the event of a change of control, the forward vesting is twenty four months.

         Obligations.    The amounts payable upon a Qualifying Termination are all subject to the execution of a general release and to compliance with confidentiality, non-compete, non-solicitation of employees and non-solicitation of customer covenants set forth in the relevant employment agreements. Salary continuation payments will be offset by the amount of any compensation earned by an executive from other employment during the severance payment period.

        The amounts shown in the table are in dollars and assume that the termination or change in control was effective as of December 31, 2007 and that the price of IAC common stock on which certain calculations are based was the closing price of $26.92 on The Nasdaq Stock Market on that date. These amounts are estimates of the incremental amounts that would have been paid out to the executive upon such terminations/change in control, and do not take into account equity grants made, and contractual obligations entered into, after December 31, 2007. The actual amounts to be paid out can only be determined at the time the event actually occurs.

Name and Benefit	Termination without cause		Resignation for good reason		Change in Control		Termination w/o cause or for good reason in connection with Change in Control		Termination in connection with Sale of Interval
Craig Nash
Cash Severance (salary)		1,300,000		1,300,000		—		1,300,000		1,300,000
RSUs (vesting accelerated)		—		—		1,770,663		5,575,051		673,000	(1)
Total estimated value		1,300,000		1,300,000		1,770,663		6,875,051		1,973,000

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Jeanette Marbert
Cash Severance (salary)	350,000	—	—	350,000	—
RSUs (vesting accelerated)	—	—	512,988	1,073,031	—
Total estimated value	350,000	—	512,988	1,423,031	—
Marie Lee
Cash Severance (salary)	110,100	—	—	110,100	—
RSUs (vesting accelerated)	—	—	311,572	539,504	—
Total estimated value	110,100	—	311,572	649,604	—

Name and Benefit	Termination without cause		Resignation for good reason		Change in Control		Termination w/o cause or for good reason in connection with Change in Control		Termination in connection with Sale of Interval
Victoria Kincke
Cash Severance (salary)		107,500		—		—		107,500		—
RSUs (vesting accelerated)		—		—		84,771		297,251		—
Total estimated value		107,500		—		84,771		404,751		—
John Galea
Cash Severance (salary)		125,000		—		—		125,000		—
RSUs (vesting accelerated)		—		—		107,922		397,851		—
Total estimated value		125,000		—		107,922		522,851		—

(1)

Represents the acceleration of 25% of Mr. Nash's cliff vesting RSUs. The determination of the number of Mr. Nash's Growth Shares (which were cancelled in their entirety at the time of the spin-off) that would have vested would be based on the compounded annual growth rate in the value of Interval (as agreed between the executive and IAC) during the valuation period, which would have been measured at June 30, 2011. Upon the sale of Interval, the sale price would be deemed the agreed value. The treatment of Mr. Nash's Growth Shares upon a sale of Interval in the absence of the spin-off is described above. No value is presented in the table above for accelerated vesting of the Growth Shares as the value is neither determinable nor estimable, given that such value would be based on a sale price for Interval, which would be determined by arms' length negotiations between IAC and the acquirer.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

        The following table presents information relating to the beneficial ownership of shares of ILG common stock on September 30, 2008, by (i) each individual or entity owning beneficially more than 5% of the outstanding shares of ILG common stock, (ii) each director of ILG, (iii) the Chief Executive Officer, the Chief Financial Officer and the other three named executive officers in the ILG summary compensation table (see "Executive Compensation") and (iv) all of ILG's executive officers and directors as a group. There were 56,206,068 shares of common stock and Class B common stock of ILG outstanding on September 30, 2008. As of September 30, 2008, all of Interval Acquisition Corp.'s outstanding common stock was held by ILG.

        Unless otherwise indicated, beneficial owners listed here may be contacted at ILG's corporate headquarters at 6262 Sunset Drive, Miami, Florida 33143. For each listed person, the number of shares of ILG common stock and percent of such class listed assumes the conversion or exercise of any ILG equity securities owned by such person that are or will become convertible or exercisable, and the exercise of stock options and the vesting of restricted stock units, if any, that will vest, within 60 days of September 15, 2008, but does not assume the conversion, exercise or vesting of any such equity securities owned by any other person.

        The share amounts for each beneficial owner listed here are based on each such individual's beneficial ownership of shares of ILG common stock as of September 30, 2008. To the extent that ILG directors and executive officers owned shares of IAC common stock at the time of the distribution, they participated in the distribution on the same terms as other holders of IAC common stock. In addition, following the distribution, all IAC stock-based awards held by these individuals were adjusted to become awards relating to common stock of all five companies resulting from the spin-offs. Those awards that relate to ILG common stock are reflected in the table below based upon the adjustment formula described under the caption "Compensation Discussion and Analysis—Spin-Off Adjustments."

	ILG Common Stock
Name and Address of Beneficial Owner	Shares		%
Lord Abbett & Co. LLC(1) 90 Hudson Street, 11th Floor Jersey City, NJ 07302		5,814,216		10.3
Liberty Media Corporation(2) 12300 Liberty Boulevard Englewood, CO 80112		16,643,958		29.6
Gregory R. Blatt		54,671			*
David Flowers		—		—
John Galea		1,729			*
William L. Harvey		—		—
Gary S. Howard		—		—
Victoria Kincke		1,219			*
Lew Korman		—		—
Thomas J. Kuhn		792			*
Marie Lee		1,990			*
Jeanette Marbert		7,493			*
Thomas J. McInerney(3)		146,555			*
Tom Murphy, Jr.		—		—
Craig Nash		9,624			*
Avy H. Stein		—		—
All executive officers and directors as a group (14 persons)		224,073			*

*

The percentage of shares beneficially owned does not exceed 1%.

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(1)

Based upon information reported on a Schedule 13G, as amended, which was filed with the SEC on September 10, 2008. According to such filing, Lord Abbett & Co. has sole voting power with respect to 5,425,168 shares and sole dispositive power with respect to 5,787,102 shares. We have not been able to determine the person or persons controlling the fund through publicly available information.

(2)

Based upon information reported on a Schedule 13D, which was filed with the SEC on August 29, 2008. Liberty Media Corporation is a publicly traded corporation. According to Liberty Media Corporation's Schedule 14A, filed April 24, 2008, Liberty's chairman, John C. Malone, controls 33% of the voting power of Liberty Media Corporation. See "Certain Relationships and Related Party Transactions—Agreements with Liberty Media Corporation" below for a description of agreements relating to Liberty Media Corporation's ownership of ILG shares.

(3)

Includes options to purchase 53,847 shares of ILG common stock and 467 restricted stock purchase rights.

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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Agreements with Liberty Media Corporation

        In May 2008, in connection with the settlement of litigation relating to the proposed spin-offs, IAC entered into a "Spinco Agreement" with Liberty Media Corporation, or Liberty, and affiliates of Liberty that hold shares of IAC common stock and/or Class B common stock (together with Liberty, the "Liberty Parties"), among others. At the time of the spin-offs, ILG and each other Spinco assumed from IAC all of those rights and obligations under the Spinco Agreement providing for post-spin-off governance arrangements at the Spincos. As of August 29, 2008, Liberty is deemed to beneficially own (within the meaning of Rule 13d-3 under the Exchange Act) 16,643,958 shares or 29.6% of ILG common stock. The following summary describes the material terms of those governance arrangements and related matters and is qualified by reference to the full Spinco Agreement, which has been filed as an exhibit to the registration statement on Form S-4 of which this prospectus is a part. As required by the Spinco Agreement, ILG entered into a registration rights agreement with the Liberty Parties at the time of the spin-off, as described below.

Spinco Agreement

Representation of Liberty on the Spinco Boards of Directors

        The Spinco Agreement generally provides that so long as Liberty beneficially owns securities of ILG representing at least 20% of the total voting power of ILG's equity securities, Liberty has the right to nominate up to 20% of the directors serving on the Spinco Board of Directors (rounded up to the nearest whole number). Any director nominated by Liberty must be reasonably acceptable to a majority of the directors on ILG's Board who were not nominated by Liberty. All but one of Liberty's nominees serving on ILG's Board of Directors must qualify as "independent" under applicable stock exchange rules. In addition, the nominating and/or governance committee of the ILG Board may include only "Qualified Directors," namely directors other than any who were nominated by Liberty, are officers or employees of ILG or were not nominated by the nominating and/or governance Committee of the ILG Board in their initial election to the board and for whose election any Liberty Party voted shares.

        Until the second anniversary of the spin-off, the Liberty Parties agreed to vote all of the equity securities of ILG beneficially owned by them in favor of the election of the full slate of director nominees recommended to stockholders by the ILG Board of Directors so long as the slate includes the director-candidates that Liberty has the right to nominate.

Acquisition Restrictions

        The Liberty Parties have agreed in the Spinco Agreement not to acquire beneficial ownership of any equity securities of ILG (with specified exceptions) unless:

•

the acquisition was approved by a majority of the Qualified Directors;



•

the acquisition is permitted under the provisions described in "Competing Offers" below; or



•

after giving effect to the acquisition, Liberty's ownership percentage of the equity securities of ILG, based on voting power, would not exceed the Applicable Percentage.

        The "Applicable Percentage" initially is Liberty's ownership percentage of ILG upon the spin-off, based on voting power (approximately 29.9%), plus 5%, but in no event more than 35%. Following the spin-off, the Applicable Percentage will be reduced for specified transfers of equity securities of ILG by the Liberty Parties. During the first two years following the spin-off, acquisitions by the Liberty Parties are further limited to specified extraordinary transactions and, otherwise, to acquisitions representing no more than one-third of the ILG common stock received by the Liberty Parties in the spin-off.

91

Standstill Restrictions

        Until the second anniversary of the spin-off, unless a majority of the Qualified Directors consent or to the extent permitted by the provisions described under "Acquisition Restrictions" or "Competing Offers" or in certain other limited circumstances, no Liberty Party may:

•

offer to acquire beneficial ownership of any equity securities of ILG;



•

initiate or propose any stockholder proposal or seek or propose to influence, advise, change or control the management, Board of Directors, governing instruments or policies or affairs of ILG;



•

offer, seek or propose, collaborate on or encourage any merger or other extraordinary transaction;



•

subject any equity securities of ILG to a voting agreement;



•

make a request to amend any of the provisions described under "Acquisition Restrictions," "Standstill Restrictions" or "Competing Offers";



•

make any public disclosure, or take any action which could reasonably be expected to require ILG to make any public disclosure, with respect to any of the provisions described under "Standstill Restrictions"; or



•

enter into any discussions, negotiations, arrangements or understandings with any third party with respect to any of the provisions described under "Standstill Restrictions."

Transfer Restrictions

        Unless a majority of the Qualified Directors consent, the Spinco Agreement prohibits transfers by the Liberty Parties of any equity securities of ILG to any person except for certain transfers, including:

•

transfers under Rule 144 under the Securities Act (or, if Rule 144 is not applicable, in "broker transactions");



•

transfers pursuant to a third party tender or exchange offer or in connection with any merger or other business combination, which merger or business combination has been approved by ILG;



•

transfers in a public offering in a manner designed to result in a wide distribution, provided that no such transfer is made, to the knowledge of the Liberty Parties, to any person whose ownership percentage (based on voting power) of ILG's equity securities, giving effect to the transfer, would exceed 15%;



•

a transfer of all of the equity securities of ILG beneficially owned by the Liberty Parties and their affiliates in a single transaction if the transferee's ownership percentage (based on voting power), after giving effect to the transfer, would not exceed the Applicable Percentage and only if the transferee assumes all of the rights and obligations (subject to limited exceptions) of the Liberty Parties under the Spinco Agreement relating to ILG;



•

specified transfers in connection with changes in the beneficial ownership of the ultimate parent company of a Liberty Party or a distribution of the equity interests of a Liberty Party or certain similar events; and



•

specified transfers relating to certain hedging transactions or stock lending transactions in respect of the Liberty Parties' equity securities in ILG, subject to specified restrictions.

        During the first two years following the spin-off, transfers otherwise permitted by the first and third bullets above will be prohibited, and transfers otherwise permitted by the fourth and sixth bullets above in respect of which IAC and ILG do not make certain determinations with respect to the transferee will be prohibited, unless such transfers represent no more than one-third of the ILG common stock received by the Liberty Parties in the spin-off.

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Competing Offers

        During the period when Liberty continues to have the right to nominate directors to ILG's Board of Directors, if the ILG's Board of Directors determines to pursue certain types of transactions on a negotiated basis (either through an "auction" or with a single bidder), Liberty is granted certain rights to compete with the bidder or bidders, including the right to receive certain notices and information, subject to specified conditions and limitations. In connection with any such transaction that ILG is negotiating with a single bidder, ILG's Board must consider any offer for a transaction made in good faith by Liberty but is not obligated to accept any such offer or to enter into negotiations with Liberty.

        If a third party (i) commences a tender or exchange offer for at least 35% of the capital stock of ILG other than pursuant to an agreement with ILG or (ii) publicly discloses that its ownership percentage (based on voting power) exceeds 20% and ILG's Board fails to take certain actions to block such third party from acquiring an ownership percentage of ILG (based on voting power) exceeding the Applicable Percentage, the Liberty Parties generally will be relieved of the obligations described under "Standstill Restrictions" and "Acquisition Restrictions" above to the extent reasonably necessary to permit Liberty to commence and consummate a competing offer. If Liberty's ownership percentage (based on voting power) as a result of the consummation of a competing offer in response to a tender or exchange offer described in (i) above exceeds 50%, any consent or approval requirements of the Qualified Directors in the Spinco Agreement will be terminated, and, following the later of the second anniversary of the spin-off and the date that Liberty's ownership percentage (based on voting power) exceeds 50%, the obligations described under "Acquisition Restrictions" will be terminated.

Other

        Following the spin-off, amendments to the Spinco Agreement and determinations required to be made thereunder (including approval of transactions between a Liberty Party and ILG that would be reportable under the proxy rules) will require the approval of the Qualified Directors.

Registration Rights Agreement

        As indicated above under "Spinco Agreement," ILG granted to Liberty the registration rights described below at the time of the spin-off.

        Under the registration rights agreement, the Liberty Parties and their permitted transferees (the "Holders") are entitled to three demand registration rights (and unlimited piggyback registration rights) in respect of the shares of ILG common stock received by the Liberty Parties as a result of the spin-off and other shares of ILG common stock acquired by the Liberty Parties consistent with the Spinco Agreement (collectively, the "Registrable Shares"). The Holders are permitted to exercise their registration rights in connection with certain hedging transactions that they may enter into in respect of the Registrable Shares.

        ILG is obligated to indemnify the Holders, and each selling Holder is obligated to indemnify the Spinco, against specified liabilities in connection with misstatements or omissions in any registration statement.

Relationships Among ILG, IAC and the Spincos

        Following the spin-offs, the relationships among IAC, ILG and the other Spincos are governed by a number of agreements. These agreements include, among others:

•

a Separation and Distribution Agreement;



•

a Tax Sharing Agreement;



•

an Employee Matters Agreement; and

93

•

a Transition Services Agreement (collectively, the "Spin-Off Agreements").

        The Spin-Off Agreements are filed as exhibits to the registration statement on Form S-4 of which this prospectus is a part, and the summaries of each such agreement are qualified by reference to the full text of the applicable agreement.

Separation and Distribution Agreement

        The Separation and Distribution Agreement sets forth the arrangements among IAC, ILG and each of the other Spincos regarding the principal transactions that were necessary to separate ILG and each of the other Spincos from IAC, as well as governs certain aspects of the relationship of ILG with IAC and other Spincos after the completion of the spin-offs.

        ILG and each other Spinco agreed to indemnify, defend and hold harmless (and to cause the other members of its respective group to indemnify, defend and hold harmless), under the Separation and Distribution Agreement, IAC and each of the other Spincos, and each of their respective current and former directors, officers and employees, from and against any losses arising out of any breach by such indemnifying companies of the Spin-Off Agreements, any failure by such indemnifying company to assume and perform any of the liabilities allocated to such company and any liabilities relating to the indemnifying company's financial and business information included in filings made with the SEC in connection with the spin-offs. IAC agrees to indemnify, defend and hold harmless ILG and each of the other Spincos, and each of their respective current and former directors, officers and employees, from and against losses arising out of any breach by IAC of the Spin-Off Agreements, and any failure by IAC to perform its obligations under the Separation and Distribution Agreement or any Spin-Off Agreement.

        In addition, the Separation and Distribution Agreement also governs insurance and related reimbursement arrangements, provision and retention of records, access to information and confidentiality, cooperation with respect to governmental filings and third party consents and access to property.

Tax Sharing Agreement

        The Tax Sharing Agreement governs the respective rights, responsibilities and obligations of IAC, ILG and each other Spinco after the spin-off with respect to taxes for periods ending on or before the spin-off. In general, pursuant to the Tax Sharing Agreement, IAC will prepare and file the consolidated federal income tax return, and any other tax returns that include IAC (or any of its subsidiaries) and ILG (or any of its subsidiaries) for all taxable periods ending on or prior to, or including, the distribution date of ILG with the appropriate tax authorities, and, except as otherwise set forth below, IAC will pay any taxes relating thereto to the relevant tax authority (including any taxes attributable to an audit adjustment with respect to such returns; provided that IAC will not be responsible for audit adjustments relating to the business of ILG (or any of its subsidiaries) with respect to pre-spin off periods if ILG fails to fully cooperate with IAC in the conduct of such audit). ILG will prepare and file all tax returns that include solely ILG and/or its subsidiaries and any separate company tax returns for ILG and/or its subsidiaries for all taxable periods ending on or prior to, or including, the distribution date of ILG, and will pay all taxes due with respect to such tax returns (including any taxes attributable to an audit adjustment with respect to such returns). In the event an adjustment with respect to a pre-spin off period for which IAC is responsible results in a tax benefit to ILG in a post-spin off period, ILG will be required to pay such tax benefit to IAC. In general, IAC controls all audits and administrative matters and other tax proceedings relating to the consolidated federal income tax return of the IAC group and any other tax returns for which the IAC group is responsible.

        Under the Tax Sharing Agreement, ILG generally (i) may not take (or fail to take) any action that would cause any representation, information or covenant contained in the separation documents or the

94

documents relating to the IRS private letter ruling and the tax opinion regarding the spin-off to be untrue, (ii) may not take (or fail to take) any other action that would cause the spin-off to lose its tax free status, (iii) may not sell, issue, redeem or otherwise acquire any of its equity securities (or equity securities of members of its group), except in certain specified transactions for a period of 25 months following the spin-off, and (iv) may not, other than in the ordinary course of business, sell or otherwise dispose of a substantial portion of its assets, liquidate, merge or consolidate with any other person for a period of 25 months following the spin-off. During the 25-month period, ILG may take certain actions prohibited by these covenants if (i) it obtains IAC's prior written consent, (ii) it provides IAC with an IRS private letter ruling or an unqualified opinion of tax counsel to the effect that such actions will not affect the tax free nature of the spin-off, in each case satisfactory to IAC in its sole discretion, or (iii) IAC obtains a private letter ruling at ILG's request. In addition, with respect to actions or transactions involving acquisitions of ILG stock entered into at least 18 months after the distribution of ILG, ILG will be permitted to proceed with such transaction if it delivers an unconditional officer's certificate establishing facts evidencing that such acquisition satisfies the requirements of a specified safe harbor set forth in applicable U.S. Treasury Regulations, and IAC, after due diligence, is satisfied with the accuracy of such certification. The other Spincos are generally subject to the same provisions.

        Notwithstanding the receipt of any such IRS ruling, tax opinion or officer's certificate, generally ILG and each other Spinco must indemnify IAC and each other Spinco for any taxes and related losses resulting from (i) any act or failure to act by ILG or such Spinco described in the covenants above, (ii) any acquisition of equity securities or assets of ILG or another Spinco or any member of its group, and (iii) any breach by ILG or another Spinco or any member of its group of any representation or covenant contained in the separation documents or the documents relating to the IRS private letter ruling or tax opinion concerning the spin-off of such Spinco.

        Under U.S. federal income tax law, IAC, ILG and the other Spincos are severally liable for all of IAC's federal income taxes attributable to periods prior to and including the current taxable year of IAC, which ends on December 31, 2008. Thus, if IAC failed to pay the federal income taxes attributable to it under the Tax Sharing Agreement for periods prior to and including the current taxable year of IAC, ILG and the other Spincos would be severally liable for such taxes. In the event ILG or another Spinco is required to make a payment in respect of a spin-off related tax liability of the IAC consolidated federal income tax return group under these rules for which such Spinco is not responsible under the Tax Sharing Agreement and full indemnification cannot be obtained from the Spinco responsible for such payment under the Tax Sharing Agreement, IAC will indemnify the Spinco that was required to make the payment from and against the portion of such liability for which full indemnification cannot be obtained from the Spinco responsible for such payment under the Tax Sharing Agreement.

        The Tax Sharing Agreement also contains provisions regarding the apportionment of tax attributes of the IAC consolidated federal income tax return group, the allocation of deductions with respect to compensatory equity interests, cooperation, and other customary matters. In general, tax deductions arising by reason of exercises of options to acquire IAC, ILG or other Spinco stock, vesting of "restricted" IAC, ILG or other Spinco stock, or settlement of restricted stock units with respect to IAC, ILG or other Spinco stock held by any person will be claimed by the party that employs such person at the time of exercise, vesting or settlement, as applicable (or in the case of a former employee, the party that last employed such person).

Employee Matters Agreement

        The Employee Matters Agreement covers a wide range of compensation and benefit issues related to the spin-offs. In general, under the Employee Matters Agreement:

•

IAC assumed or retained (i) all liabilities with respect to IAC employees, former IAC employees (excluding any former employees of the Spincos) and their dependents and beneficiaries under

95

all IAC employee benefit plans, and (ii) all liabilities with respect to the employment or termination of employment of all IAC employees, former IAC employees (excluding any former employees of the Spincos) and their dependents and beneficiaries; and



•

ILG assumed or retained (i) all liabilities under its employee benefit plans, and (ii) all liabilities with respect to the employment or termination of employment of all ILG's employees, former employees and their dependents and beneficiaries.

        Subject to a transition period through the end of 2008 with respect to health and welfare benefits, after the spin-offs, ILG no longer participates in IAC's employee benefit plans and has established its own employee benefit plans that are substantially similar to the plans sponsored by IAC prior to the spin-offs. Through the end of 2008, IAC will continue to provide health and welfare benefits to employees of ILG and ILG will bear the cost of this coverage with respect to its employees. Assets and liabilities from the IAC Retirement Savings Plan relating to ILG employees and former employees will be transferred to the applicable, newly established ILG Retirement Savings Plan as soon as practicable following the spin-offs. For a description of the treatment of outstanding IAC equity awards pursuant to the employee matters agreement, see "Management—Compensation Discussion and Analysis—Spin-off Adjustments."

Transition Services Agreement

        Pursuant to a Transition Services Agreement among IAC, ILG and the other Spincos, some combination of the following services, among others, will be provided by/to the parties (and/or their respective businesses) as set forth below on an interim, transitional basis following completion of the spin-offs:

•

assistance with certain legal, finance, internal audit, human resources, insurance and tax affairs, including assistance with certain public company functions, from IAC to the Spincos;



•

continued coverage/participation for employees of the Spincos under IAC health and welfare plans on the same basis as immediately prior to the distribution;



•

the leasing/subleasing of office and/or data center space by IAC and its businesses to various Spincos (and vice versa);



•

assistance with the implementation and hosting of certain software applications by/from IAC and its businesses for various Spincos (and vice versa);



•

payroll processing services by Ticketmaster to certain IAC businesses and an ILG business and by HSNi to IAC;



•

tax compliance services by HSNi to ILG; and



•

such other services as to which any Spinco(s) and IAC may agree.

        The charges for these services will be on a cost plus fixed percentage or agreed upon hourly rate basis. In general, the services to be provided by/to the parties (and/or their respective businesses) began on the date of the completion of the spin-offs and will cover a period generally not expected to exceed 12 months following the spin-offs. Any party may terminate the agreement with respect to one or more particular services being received by it upon such notice as will be provided for in the Transition Services Agreement.

Commercial Agreements

        Below is a brief description of commercial agreements between ILG and IAC or another Spinco that, individually or together with similar agreements, involve revenues to either IAC or a Spinco in excess of $120,000.

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        Certain subsidiaries of ILG distribute their respective products and services via arrangements with certain subsidiaries of IAC and/or other Spincos (and vice versa). For example, Interval promotes and distributes ticketing services for certain events, either through advance access or by passing along a deeper discount to its members via a link to the Ticketmaster booking engine. Distribution agreements generally involve the payment of fees (usually on a fixed-per-transaction, revenue sharing or commission basis) from the party seeking distribution of the product or service to the party that is providing the distribution.

        Aggregate revenues earned in respect of commercial agreements between ILG and IAC by ILG subsidiaries from businesses that IAC owned following the distribution were not material in 2007. Aggregate payments made by ILG subsidiaries to IAC subsidiaries in respect of these agreements were approximately $2.1 million in 2007. Such numbers include payments to and received from Entertainment Publications, Inc., which was sold by IAC subsequent to December 31, 2007.

Certain Other Relationships and Related Person Transactions

        We were subject to the policies and procedures of IAC regarding the review and approval of related person transactions prior to the consummation of the spin-off. Immediately prior to the spin-off, we adopted a formal written policy governing the review and approval of related person transactions. This policy requires the management of the Company to determine whether any proposed transaction, arrangement or relationship with a related person falls within the definition of "transaction" set forth in Item 404(a) of Regulation S-K under the Securities Act, and if so, requires management to submit such transaction to the Company's Audit Committee for approval. The Audit Committee, in considering whether to approve related person transactions, would then consider all facts and circumstances that it deemed relevant.

        The disclosure below describes related person transactions involving the Company and related parties of IAC prior to the spin-off, as well as certain relationships involving the Company and its related parties. The terms "related person" and "transaction" have the meanings set forth in Item 404(a) of Regulations S-K under the Securities Act.

        In 2007, an ILG subsidiary made payments to Arise Virtual Solutions in the aggregate amount of approximately $3.2 million for call center services. Arise Virtual Solutions is a related party of IAC because it is a portfolio company of Accretive LLC, of which Mr. Edgar Bronfman, a member of the IAC Board of Directors, is a partner.

        In 2007, ILG received payments from Expedia subsidiaries in the aggregate amount of approximately $380,000, which amount represents commissions payable to ILG in connection with the booking of travel accommodations from certain Expedia travel suppliers through an existing affiliate distribution relationship. IAC and Expedia are related parties because they are under common control.

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DESCRIPTION OF CERTAIN INDEBTEDNESS

We summarize below the principal terms of the agreements that govern our senior secured credit facilities. This summary is not a complete description of all of the terms of the relevant agreements.

New Senior Secured Credit Facilities

        Interval Acquisition Corp. is the borrower under the new senior secured credit facilities. The senior secured credit facilities have been provided by a syndicate of banks and other financial institutions and provide financing of up to $200.0 million, consisting of $150.0 million in term A loans with a maturity of five years and a $50.0 million revolving credit facility with a maturity of five years. In addition, subject to certain conditions, including compliance with certain financial covenants, the senior secured credit facilities will permit Interval Acquisition Corp. to incur incremental term A and revolving loans under such facilities in an aggregate principal amount of up to $75.0 million. No commitment in respect of such incremental loans exists or shall exist as of date the term loans are issued.

        The proceeds of the term loan portion of the senior secured credit facilities were used, together with the notes, to fund a dividend to IAC, to fund fees and expenses of the spin-off, financing and related transactions and will be used for ongoing working capital and other general corporate purposes. Funds drawn from the revolving credit facility will be used for working capital and general corporate purposes.

Interest Rate and Fees

        The interest rates per annum applicable to loans under the senior secured credit facilities are, at Interval Acquisition Corp.'s option, equal to either a base rate or a LIBOR rate plus an applicable margin, which varies with the total leverage ratio of Interval Acquisition Corp. (but were initially fixed at 2.75% per annum for LIBOR term loans, 2.25% per annum for LIBOR revolving loans, 1.75% per annum for base rate term loans and 1.25% for base rate revolving loans). The base rate means the greater of the rate as quoted from time to time by Wachovia Bank, N.A. as its prime rate and one-half of 1.0% over the federal funds rate. Interval Acquisition Corp. is also required to pay a facility fee of 50 basis points on the revolving credit facility under the senior secured credit facilities. A commitment fee of 50 basis points was owed in respect of the term loan from the execution of the credit agreement on July 25, 2008 until the term loan was drawn on August 19, 2008.

Prepayments

        The senior secured credit facilities require Interval Acquisition Corp. to prepay outstanding term loans and the revolving loans, subject to certain exceptions (including a right of reinvestment of assets sale proceeds in Interval Acquisition Corp.'s business), with the proceeds of certain assets sales, casualty insurance and recovery events, the incurrence of certain indebtedness and a percentage of annual excess cash flow.

Amortization

        The term loans will amortize in an amount equal to 10% of the original principal amount during 2009, 10% of in 2010, 15% in 2011, 15% in 2012 and 50% in 2013. No term loan amortization payments are due in 2008. The amortization of the term loans for each year shall be payable in equal quarterly installments, except that the amortization for 2013 shall be paid in equal installments at each quarter end in 2013 prior to the maturity date for the term loans and on the maturity date of the term loans. Any voluntary prepayments made on the term loans from time to time may be applied against otherwise scheduled amortization obligations. Principal amounts outstanding under the revolving credit

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facility will be due and payable in full at maturity, five years from the date of the closing of the senior secured credit facilities.

Guarantee and Security

        All obligations under the senior secured credit facilities are unconditionally guaranteed, jointly and severally, by ILG and each of our existing and future direct and indirect domestic subsidiaries, subject to a materiality threshold. All obligations of Interval Acquisition Corp. under the senior secured credit facilities and the guarantees of those obligations are secured by (subject to certain exceptions) (i) a first priority pledge of all of the equity interests of (x) each of the domestic subsidiaries of Interval Acquisition Corp. and (y) Interval Acquisition Corp. and the subsidiary guarantors, (ii) a first priority pledge of 65% of the equity interests of each of the first-tier foreign subsidiaries of Interval Acquisition Corp., and (iii) a first priority security interest in substantially all of the other assets of Interval Acquisition Corp. and each subsidiary guarantor (subject to certain exceptions).

Certain Covenants and Events of Default

        The senior secured credit facilities contain customary covenants that, among other things, restrict, subject to certain exceptions, the ability of Interval Acquisition Corp. and its subsidiaries to grant liens on their assets, incur indebtedness, sell assets, make investments, engage in acquisitions, mergers or consolidations, pay dividends and other restricted payments and prepay unsecured indebtedness. The senior secured credit facilities have two financial covenants: a maximum total leverage ratio initially of 3.90 to 1.00 and a minimum interest coverage ratio initially of 2.75 to 1.00. The senior secured credit facilities also contain certain customary affirmative covenants and events of default, including the occurrence of a change of control (as defined in the credit agreement).

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THE EXCHANGE OFFER

Purpose of the Exchange Offer

        On August 19, 2008, $300.0 million principal amount of 9.5% Senior Notes due 2016, the old notes to which the exchange offer applies, were issued by Interval Acquisition Corp. to IAC in reliance on exemptions from, or in transactions not subject to, the registration requirements of the Securities Act and applicable state securities laws. IAC exchanged the old notes on August 20, 2008 for the IAC Notes pursuant to the Exchange Agreement. The old notes have been fully and unconditionally guaranteed, jointly and severally, by substantially all of the issuer's domestic subsidiaries and by the issuer's parent, ILG. In connection with the offering of the old notes, the issuer and the guarantors agreed to conduct the exchange offer pursuant to the Registration Rights Agreement with the noteholders that exchanged certain of their IAC Notes for the old notes pursuant to the Exchange Agreement. Under the Registration Rights Agreement, the issuer and the guarantors agreed, among other things, to:

•

file with the SEC an exchange offer registration statement relating to the new notes on or prior to October 4, 2008;



•

use their commercially reasonable efforts to cause the registration statement to become effective on or prior to the 90^th day after such filing date; and



•

use their commercially reasonable efforts to consummate the exchange offer not more than 45 business days after the effective date of the registration statement.

        The issuer and the guarantors are conducting the exchange offer to satisfy these obligations under the Registration Rights Agreement.

        Under some circumstances, the issuer and the guarantors may be required to use their commercially reasonable efforts to file and cause to be declared effective, in lieu of the exchange offer registration statement, a shelf registration statement covering resales of the old notes. If the issuer and the guarantors fail to meet specified deadlines under the Registration Rights Agreement, then the issuer will be obligated to pay additional interest to holders of the old notes. See "—Registration Rights; Additional Interest."

Terms of the Exchange Offer

        The issuer and the guarantors are offering to exchange an aggregate principal amount of up to $300.0 million of new notes and guarantees thereof for a like aggregate principal amount of old notes and guarantees thereof. The new notes will evidence the same debt as the old notes for which they are exchanged and will, like the old notes, be issued under and entitled to the benefits of the indenture. The form and terms of the new notes issued in the exchange offer will be identical in all material respects to the form and terms of the old notes, except that the new notes:

•

will have been registered under the Securities Act;



•

will not bear restrictive legends restricting their transfer under the Securities Act;



•

will not entitle holders to the registration rights that apply to the old notes; and



•

will not contain provisions relating to additional interest in connection with the old notes under circumstances related to the timing of the exchange offer.

        The exchange offer is not extended to holders of old notes in any jurisdiction where the exchange offer would not comply with the securities or blue sky laws of that jurisdiction.

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        As of the date of this prospectus, $300.0 million aggregate principal amount of old notes is outstanding and registered in the name of Cede & Co., as nominee for The Depository Trust Company, or DTC. Only registered holders of the old notes, or their legal representatives or attorneys-in-fact, as reflected on the records of the trustee under the indenture, may participate in the exchange offer. The issuer and the guarantors will not set a fixed record date for determining registered holders of the old notes entitled to participate in the exchange offer. This prospectus, together with the letter of transmittal, is being sent to all registered holders of old notes and to others believed to have beneficial interests in the old notes.

        Upon the terms and subject to the conditions described in this prospectus and in the accompanying letter of transmittal, the issuer will accept for exchange old notes which are properly tendered on or before the expiration date and not withdrawn as permitted below. The exchange offer expires at 5:00 p.m., New York City time, on    •    , 200    •    or such later date and time to which the issuer may extend the exchange offer, such date referred to as the expiration date.

        Old notes tendered in the exchange offer must be in denominations of the principal amount of $1,000 and any integral multiple of $1,000 in excess thereof. The exchange offer is not conditioned upon holders tendering a minimum principal amount of old notes.

        If you do not tender your old notes or if you tender old notes that are not accepted for exchange, your old notes will remain outstanding. Existing transfer restrictions would continue to apply to old notes that remain outstanding. See "—Consequences of Failure to Exchange Old Notes" for more information regarding old notes outstanding after the exchange offer. Holders of the old notes do not have any appraisal or dissenters' rights in connection with the exchange offer.

        None of the issuer and the guarantors, their respective boards of directors or their management recommends that you tender or not tender old notes in the exchange offer or has authorized anyone to make any recommendation. You must decide whether to tender old notes in the exchange offer and, if you decide to tender, the aggregate amount of old notes to tender.

        The issuer has the right, in its reasonable discretion and in accordance with applicable law, at any time:

•

to extend the expiration date;



•

to delay the acceptance of any old notes;



•

to terminate the exchange offer and not accept any old notes for exchange if the issuer determines that any of the conditions to the exchange offer described below under "—Conditions to the Exchange Offer" have not occurred or have not been satisfied; and



•

to amend the terms of the exchange offer in any manner.

        During an extension, all old notes previously tendered will remain subject to the exchange offer and may be accepted for exchange by the issuer.

        We will give oral or written notice of any extension, delay, non-acceptance, termination or amendment to the exchange agent as promptly as practicable and make a public announcement of the extension, delay, non-acceptance, termination or amendment. In the case of an extension, the announcement will be made no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration date.

        If the issuer amends the exchange offer in a manner that we consider material, we will as promptly as practicable distribute to the holders of the old notes a prospectus supplement or, if appropriate, an updated prospectus from a post-effective amendment to the registration statement of which this prospectus is a part, disclosing the change and extend the exchange offer for a period of five to ten

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business days, depending upon the significance of the amendment and the manner of disclosure to the registered holders, if the exchange offer would otherwise expire during the five to ten business day period.

Procedures for Tendering Old Notes

Valid Tender

        When the holder of old notes tenders, and the issuer accepts, old notes for exchange, a binding agreement between the issuer and the guarantors, on the one hand, and the tendering holder, on the other hand, is created, upon the terms and subject to the conditions set forth in this prospectus and the accompanying letter of transmittal.

        Except as described below under "—Guaranteed Delivery," a holder of old notes who wishes to tender old notes for exchange must, on or prior to the expiration date:

•

transmit a properly completed and duly executed letter of transmittal, together with all other documents required by the letter of transmittal, to the exchange agent at the address provided below under "—Exchange Agent"; or



•

if old notes are tendered in accordance with the book-entry procedures described below under "—Book-Entry Transfers," arrange with DTC to cause an agent's message to be transmitted to the exchange agent at the address provided below under "—Exchange Agent."

        The term "agent's message" means a message transmitted to the exchange agent by DTC which states that DTC has received an express acknowledgment that the tendering holder agrees to be bound by the letter of transmittal and that the issuer and the guarantors may enforce the letter of transmittal against that holder.

        In tendering old notes, you must warrant in the letter of transmittal or in an agent's message that:

•

you have full power and authority to tender, exchange, sell, assign and transfer old notes;



•

we will acquire good, marketable and unencumbered title to the tendered old notes, free and clear of all liens, restrictions, charges and other encumbrances; and



•

the old notes tendered for exchange are not subject to any adverse claims or proxies.

        You also must warrant and agree that you will, upon request, execute and deliver any additional documents requested by us or the exchange agent to complete the exchange, sale, assignment and transfer of the old notes.

        In addition, on or prior to the expiration date:

•

the exchange agent must receive the certificates for the old notes being tendered; or



•

the exchange agent must receive a confirmation, referred to as a "book-entry confirmation," of the book-entry transfer of the old notes being tendered into the exchange agent's account at DTC, and the book-entry confirmation must include an agent's message; or



•

the holder must comply with the guaranteed delivery procedures described below under "—Guaranteed Delivery."

        If you beneficially own old notes and those notes are registered in the name of a broker, dealer, commercial bank, trust company or other nominee or custodian and you wish to tender your old notes in the exchange offer, you should contact the registered holder as soon as possible and instruct it to tender the old notes on your behalf and comply with the instructions set forth in this prospectus and the letter of transmittal.

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        The method of delivery of certificates for the old notes, the letter of transmittal and all other required documents is at your election and sole risk. If delivery is by mail, we recommend registered mail with return receipt requested, properly insured, or overnight delivery service. In all cases, you should allow sufficient time to ensure delivery to the exchange agent before the expiration date. Delivery is complete when the exchange agent actually receives the items to be delivered. Delivery of documents to DTC in accordance with DTC's procedures does not constitute delivery to the exchange agent. Do not send letters of transmittal, certificates representing old notes or other documents to the issuer or any guarantor.

        The issuer and the guarantors will not accept any alternative, conditional or contingent tenders. Each tendering holder, by execution of a letter of transmittal or by causing the transmission of an agent's message, waives any right to receive any notice of the acceptance of such tender.

Signature Guarantees

        Signatures on a letter of transmittal or a notice of withdrawal, as the case may be, must be guaranteed unless the old notes surrendered for exchange are tendered:

•

by a registered holder of old notes, unless such holder has completed either the box entitled "Special Issuance Instructions" or the box entitled "Special Delivery Instructions" on the letter of transmittal; or



•

for the account of an eligible institution.

        An "eligible institution" is a firm or other entity which is identified as an "Eligible Guarantor Institution" in Rule 17Ad-15 under the Exchange Act, including:

•

a bank;



•

a broker, dealer, municipal securities broker or dealer or government securities broker or dealer;



•

a credit union;



•

a national securities exchange, registered securities association or clearing agency; or



•

a savings association.

If signatures on a letter of transmittal or notice of withdrawal are required to be guaranteed, the guarantor must be an eligible institution.

        If old notes are registered in the name of a person other than the signer of the letter of transmittal, the old notes surrendered for exchange must be endorsed or accompanied by a written instrument or instruments of transfer or exchange, in satisfactory form as determined by the issuer and the guarantors in their sole discretion, duly executed by the registered holder with the holder's signature guaranteed by an eligible institution, and must also be accompanied by such opinions of counsel, certifications and other information as the issuer and the guarantors or the trustee under the indenture for the old notes may require in accordance with the restrictions on transfer applicable to the old notes.

Book-Entry Transfers

        For tenders by book-entry transfer of old notes cleared through DTC, the exchange agent will make a request to establish an account at DTC for purposes of the exchange offer. Any financial institution that is a DTC participant may make book-entry delivery of old notes by causing DTC to transfer the old notes into the exchange agent's account at DTC in accordance with DTC's procedures for transfer. The exchange agent and DTC have confirmed that any financial institution that is a

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participant in DTC may use the Automated Tender Offer Program, or ATOP, procedures to tender old notes. Accordingly, any participant in DTC may make book-entry delivery of old notes by causing DTC to transfer those old notes into the exchange agent's account at DTC in accordance with DTC's ATOP procedures.

        Notwithstanding the ability of holders of old notes to effect delivery of old notes through book-entry transfer at DTC, either:

•

the letter of transmittal or an agent's message in lieu of the letter of transmittal, with any required signature guarantees and any other required documents, such as endorsements, bond powers, opinions of counsel, certifications and powers of attorney, if applicable, must be transmitted to and received by the exchange agent prior to the expiration date at the address given below under "—Exchange Agent"; or



•

the guaranteed delivery procedures described below must be complied with.

Guaranteed Delivery

        If a holder wants to tender old notes in the exchange offer and (1) the certificates for the old notes are not immediately available or all required documents are unlikely to reach the exchange agent before the exchange offer expires or (2) a book-entry transfer cannot be completed on time, the old notes may be tendered if:

•

the tender is made by or through an eligible institution;



•

the eligible institution delivers a properly completed and duly executed notice of guaranteed delivery, substantially in the form provided, to the exchange agent by hand, facsimile, mail or overnight delivery service on or prior to the expiration date:


•

stating that the tender is being made;



•

setting forth the name and address of the holder of the old notes being tendered and the amount of the old notes being tendered; and



•

guaranteeing that, within three New York Stock Exchange trading days after the date of execution of the notice of guaranteed delivery, the certificates for all physically tendered old notes, in proper form for transfer, or a book-entry confirmation, as the case may be, together with a properly completed and duly executed letter of transmittal, or an agent's message in lieu thereof, with any required signature guarantees and any other documents required by the letter of transmittal, will be deposited by the eligible institution with the exchange agent; and



•

the exchange agent receives the certificates for the old notes, or a book-entry confirmation, and a properly completed and duly executed letter of transmittal, or an agent's message in lieu thereof, with any required signature guarantees and any other documents required by the letter of transmittal within three New York Stock Exchange trading days after the date of execution of the notice of guaranteed delivery.

Determination of Validity

        The issuer, in its sole discretion, will resolve all questions regarding the form of documents, validity, eligibility, including time of receipt, and acceptance for exchange of any tendered old notes. The determination of these questions by the issuer, as well as its interpretation of the terms and conditions of the exchange offer, including the letter of transmittal, will be final and binding on all parties. A tender of old notes is invalid until all defects and irregularities have been cured or waived.

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Holders must cure any defects and irregularities in connection with tenders of old notes for exchange within such reasonable period of time as the issuer and the guarantors will determine, unless they waive the defects or irregularities. None of the issuer and the guarantors, any of their respective affiliates or assigns, the exchange agent or any other person is under any obligation to give notice of any defects or irregularities in tenders, nor will any of them be liable for failing to give any such notice.

        The issuer reserves the absolute right, in its sole and absolute discretion:

•

to reject any tenders determined to be in improper form or unlawful;



•

to waive any of the conditions of the exchange offer; or



•

to waive any condition or irregularity in the tender of old notes by any holder, whether or not the issuer waives similar conditions or irregularities in the case of other holders.

        If any letter of transmittal, certificate, endorsement, bond power, power of attorney or any other document required by the letter of transmittal is signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, that person must indicate such capacity when signing. In addition, unless waived by the issuer, the person must submit proper evidence satisfactory to the issuer, in its sole discretion, of the person's authority to so act.

Acceptance of Old Notes for Exchange; Delivery of New Notes

        Upon satisfaction or waiver of all of the conditions to the exchange offer, the issuer will, promptly after the expiration date, accept for exchange and cancel all old notes properly tendered and issue new notes registered under the Securities Act. See "—Conditions to the Exchange Offer" for a discussion of the conditions that must be satisfied or waived before old notes are accepted for exchange. The exchange agent might not deliver the new notes to all tendering holders at the same time. The timing of delivery depends upon when the exchange agent receives and processes the required documents.

        For purposes of the exchange offer, the issuer will be deemed to have accepted properly tendered old notes for exchange when it gives oral or written notice to the exchange agent of acceptance of the tendered old notes, with written confirmation of any oral notice to be given promptly thereafter. The exchange agent is the agent of the issuer for receiving tenders of old notes, letters of transmittal and related documents.

        In all cases, the issuer will issue new notes in the exchange offer for old notes that are accepted for exchange only after the exchange agent timely receives:

•

certificates for those old notes or a timely book-entry confirmation of the transfer of those old notes into the exchange agent's account at DTC;



•

a properly completed and duly executed letter of transmittal or an agent's message; and



•

all other required documents, such as endorsements, bond powers, opinions of counsel, certifications and powers of attorney, if applicable.

        For each old note accepted for exchange and cancelled, the holder will receive a new note registered under the Securities Act having a principal amount equal to, and in the denomination of, that of the surrendered old note. Accordingly, registered holders of new notes issued in the exchange offer on the relevant record date for the first interest payment date following the consummation of the exchange offer will receive interest accruing from the most recent date to which interest has been paid on the old notes or, if no interest has been paid on the old notes, from August 19, 2008. Old notes accepted for exchange will cease to accrue interest from and after the date of consummation of the exchange offer and will be cancelled promptly after the expiration of the exchange offer.

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        If for any reason under the terms and conditions of the exchange offer the issuer does not accept any tendered old notes, or if a holder submits old notes for a greater principal amount than the holder desires to exchange, the issuer will return the unaccepted or non-exchanged old notes without cost to the tendering holder promptly after the expiration or termination of the exchange offer. In the case of old notes tendered by book-entry transfer through DTC, any unexchanged old notes will be credited to an account maintained with DTC.

Resales of New Notes

        Based on interpretive letters issued by the SEC staff to other, unrelated issuers in transactions similar to the exchange offer, we believe that a holder of new notes, other than a broker-dealer, may offer new notes (together with the guarantees thereof) for resale, resell or otherwise transfer the new notes (and the related guarantees) without delivering a prospectus to prospective purchasers, if the holder:

•

acquired the new notes in its ordinary course of business;



•

is not engaged in, does not intend to engage in and has no arrangement or understanding with any person to participate in a "distribution," as defined under the Securities Act, of the new notes; and



•

is not an "affiliate," as defined under the Securities Act, of the issuer or any guarantor.

We will not seek our own interpretive letter. As a result, we cannot assure you that the SEC staff would take the same position with respect to this exchange offer as it did in interpretive letters to other parties in similar transactions.

        If the holder is an affiliate of the issuer or any guarantor or is engaged in, or intends to engage in, or has an arrangement or understanding with any person to participate in, a distribution of the new notes, that holder or other person may not rely on the applicable interpretations 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.

        By tendering old notes, the holder of those old notes will represent to the issuer and the guarantors that, among other things, the holder:

•

is acquiring the new notes in its ordinary course of business;



•

is not engaged in, does not intend to engage in and has no arrangement or understanding with any person to participate in a distribution of the new notes in violation of the Securities Act;



•

is not an affiliate of the issuer or any guarantor; and



•

is not acting on behalf of any person who could not truthfully make the foregoing representations.

        Each broker-dealer that receives new notes for its own account in exchange for old notes, where the old notes were acquired by it as a result of market-making activities or other trading activities, may be deemed to be an "underwriter" within the meaning of the Securities Act and must acknowledge that it will deliver a prospectus that meets the requirements of the Securities Act in connection with any resale of the new notes. The letter of transmittal states that by so acknowledging and by delivering a prospectus, the broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. See "Plan of Distribution and Selling Restrictions" for a discussion of the exchange and resale obligations of broker-dealers in connection with the exchange offer and the new notes.

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Withdrawal Rights

        You can withdraw tenders of old notes at any time prior to the expiration date. For a withdrawal to be effective, you must deliver a written notice of withdrawal to the exchange agent or comply with the appropriate procedures of ATOP. Any notice of withdrawal must:

•

specify the name of the person that tendered the old notes to be withdrawn;



•

identify the old notes to be withdrawn, including the principal amount of those old notes; and



•

where certificates for old notes are transmitted, the name of the registered holder of the old notes, if different from that of the person withdrawing the old notes.

        If you delivered or otherwise identified certificated old notes to the exchange agent, you must submit the serial numbers of the old notes to be withdrawn and the signature on the notice of withdrawal must be guaranteed by an eligible institution, except in the case of old notes tendered for the account of an eligible institution. See "—Procedures for Tendering Old Notes—Signature Guarantees" for further information on the requirements for guarantees of signatures on notices of withdrawal. If you tendered old notes in accordance with applicable book-entry transfer procedures, the notice of withdrawal must specify the name and number of the account at DTC to be credited with the withdrawn old notes and you must deliver the notice of withdrawal to the exchange agent. You may not rescind withdrawals of tender; however, old notes properly withdrawn may again be tendered at any time on or prior to the expiration date in accordance with the procedures described under "—Procedures for Tendering Old Notes."

        The issuer will determine, in its sole and absolute discretion, all questions regarding the validity, form and eligibility, including time of receipt, of notices of withdrawal. Its determination of these questions as well as its interpretation of the terms and conditions of the exchange offer, including the letter of transmittal, will be final and binding on all parties. None of the issuer and the guarantors, any of their respective affiliates or assigns, the exchange agent or any other person is under any obligation to give notice of any irregularities in any notice of withdrawal, nor will any of them be liable for failing to give any such notice.

        Withdrawn old notes will be returned to the holder as promptly as practicable after withdrawal without cost to the holder. In the case of old notes tendered by book-entry transfer through DTC, the old notes withdrawn will be credited to an account maintained with DTC.

Conditions to the Exchange Offer

        Notwithstanding any other provision of the exchange offer, the issuer is not required to accept for exchange, or to issue new notes in exchange for, any old notes, and the issuer and the guarantors may terminate or amend the exchange offer, if:

•

at any time prior to the expiration date, the issuer and the guarantors determine that the exchange offer violates applicable law or SEC policy;



•

an action or proceeding has been instituted or threatened in any court or by any governmental agency with respect to the exchange offer;



•

a material adverse development shall have occurred with respect to the issuer; or



•

all governmental approvals have not been obtained that the issuer deems necessary for the consummation of the exchange offer.

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        In addition, with respect to any holder, the exchange offer is conditioned on the tender of the old notes to us by such holder in accordance with the terms and conditions set forth in this prospectus and the accompanying letter of transmittal.

        The foregoing conditions are for our sole benefit, and we may assert them regardless of the circumstances giving rise to any such condition, or we may waive the conditions, completely or partially, whenever or as many times as we choose, in our reasonable discretion. The foregoing rights are not deemed waived because we fail to exercise them, but continue in effect, and we may still assert them whenever or as many times as we choose. If we determine that a waiver of conditions materially changes the exchange offer, the prospectus will be amended or supplemented, and the exchange offer extended, if appropriate, as described under "—Terms of the Exchange Offer."

        In addition, at a time when any stop order is threatened or in effect with respect to the registration statement of which this prospectus constitutes a part or with respect to the qualification of the indenture under the Trust Indenture Act of 1939, as amended, we will not accept for exchange any old notes tendered, and no new notes will be issued in exchange for any such old notes.

        If the issuer and the guarantors are not permitted to consummate the exchange offer because the exchange offer is not permitted by applicable law or SEC policy, the Registration Rights Agreement requires that the issuer and the guarantors file with the SEC, and use commercially reasonable efforts to cause to be declared effective under the Securities Act, a shelf registration statement relating to the offer and sale of notes. See "—Registration Rights; Additional Interest."

Exchange Agent

        The Bank of New York Mellon is serving as exchange agent for the exchange offer. You should direct questions and requests for assistance, requests for additional copies of this prospectus or of the letter of transmittal and requests for notices of guaranteed delivery to the exchange agent. Holders of old notes seeking to tender old notes in the exchange offer should send certificates for old notes, letters of transmittal and any other required documents to the exchange agent by registered, certified or regular mail, hand delivery, overnight delivery service or facsimile, as follows:

For all forms of delivery:

The Bank of New York Mellon
Corporate Trust Operations
Reorganization Unit
101 Barclay Street—7 East
New York, NY 10286
Attn: Mr. Randolph Holder
Facsimile: 212-298-1915
For confirmation call: 212-815-5098

        If you deliver the letter of transmittal or any other required documents to an address other than as set forth above or transmit the letter of transmittal or any other required documentation via facsimile to a number other than as indicated above, your tender of old notes will be invalid.

Fees and Expenses

        The Registration Rights Agreement provides that the issuer and the guarantors will bear all expenses in connection with the performance of their obligations relating to the registration of the new notes and the conduct of the exchange offer. These expenses include, among others, registration and filing fees, accounting and legal fees and printing costs. We will pay the exchange agent reasonable and customary fees for its services and reasonable out-of-pocket expenses.

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        We have not retained any dealer-manager in connection with the exchange offer and will not pay any fee or commission to any broker, dealer, nominee or other person, other than the exchange agent, for soliciting tenders of old notes pursuant to the exchange offer.

Transfer Taxes

        Holders who tender their old notes for exchange will not be obligated to pay any transfer taxes in connection with the exchange. If, however, new notes issued in the exchange offer are to be delivered to, or are to be issued in the name of, any person other than the holder of the old notes tendered, or if a transfer tax is imposed for any reason other than the exchange of old notes in connection with the exchange offer, then any such transfer taxes, whether imposed on the registered holder or on any other person, will be payable by the holder or such other person. If satisfactory evidence of payment of, or exemption from, such taxes is not submitted with the letter of transmittal, the amount of such transfer taxes will be billed directly to the tendering holder.

Accounting Treatment

        The new notes will be recorded at the same carrying value as the old notes. Accordingly, we will not recognize any gain or loss for accounting purposes. We intend to amortize the expenses of the exchange offer and the issuance of the old notes over the term of the new notes.

Consequences of Failure to Exchange Old Notes

        Holders of the old notes do not have any appraisal or dissenters' rights in the exchange offer. Old notes that are not tendered or are tendered but not accepted will, following the consummation of the exchange offer, remain outstanding and continue to accrue interest and be subject to the provisions in the indenture regarding the transfer and exchange of the old notes and the existing restrictions on transfer set forth in the legends on the old notes. In general, the old notes, unless registered under the Securities Act, may not be offered or sold except pursuant to an exemption from, or in a transaction not subject to, the Securities Act and applicable state securities laws. Following the consummation of the exchange offer, the issuer and the guarantors will have no further obligation to provide for the registration under the Securities Act of the old notes. See "—Registration Rights; Additional Interest." We do not currently anticipate that we will take any action following the consummation of the exchange offer to register the old notes under the Securities Act or under any state securities laws.

        Consummation of the exchange offer may have adverse consequences to non-tendering old note holders, including that the reduced amount of outstanding old notes as a result of the exchange offer may adversely affect the trading market, liquidity and market price of the old notes. See "Risk Factors—Risks Relating to Our Indebtedness and the Notes—If you fail to comply with the procedures for tendering old notes, your old notes will remain outstanding after the consummation of the exchange offer" for further information.

        The new notes and any old notes which remain outstanding after consummation of the exchange offer will vote together for all purposes as a single class under the indenture.

Registration Rights; Additional Interest

        The issuer and the guarantors may elect to effect an exchange offer to offer registered notes to the holders or, if:

•

applicable interpretations of the staff of the SEC do not permit the issuer and the guarantors to effect an exchange offer; or

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•

any holder of old notes (other than an initial purchaser) is not eligible to participate in the exchange offer,

then in lieu of effecting the exchange offer, the issuer and the guarantors will, at their cost,

•

as promptly as practicable, file a shelf registration statement with the SEC covering resales of the old notes or the new notes;



•

use commercially reasonable efforts to cause the shelf registration statement to be declared effective under the Securities Act; and



•

use commercially reasonable efforts to keep the shelf registration statement effective until the earliest of (x) the second anniversary of the date of original issuance of the notes, (y) the date on which all of the notes or exchange notes, as applicable, covered by the shelf registration statement have been sold pursuant to the shelf registration statement and (z) the expiration of the time period referred to in Rule 144(k) under the Securities Act.

        If:

•

neither the exchange offer registration statement nor the shelf registration statement has been declared effective on or prior to February 16, 2009; or



•

in the case of a shelf registration statement, after the shelf registration statement has been declared effective, such registration statement thereafter ceases to be effective or usable (subject to certain exceptions) during the periods specified in the Registration Rights Agreement, and such failure to be effective or usuable for more than 60 days (whether or no consecutive),

then interest, referred to in this section of the prospectus as additional interest, will accrue on the principal amount of the old notes (in addition to the stated interest on the old notes) from and including the date on which any such registration default shall occur to but excluding the date on which all registration defaults have been cured. Additional interest will accrue at a rate of 0.25% per annum during the 90-day period immediately following the occurrence of a 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 rate exceed 1.00% per annum. Upon the cure of all registration defaults, the accrual of additional interest shall cease.

        Holders of the old notes will be required to make specified representations to the issuer in order to participate in the exchange offer. In order to have their old notes included in the shelf registration statement and benefit from the provisions regarding default damages set forth above, holders of the old notes will be required to deliver specified information to be used in the shelf registration statement. By acquiring old notes or new notes, a holder will be deemed to have agreed to indemnify the issuer and the guarantors against certain losses arising out of information furnished by such holder in writing for inclusion in any shelf registration statement. Holders of old notes will also be required to suspend their use of the prospectus included in the shelf registration statement under specified circumstances upon receipt of written notice to that effect from the issuer.

        For further information concerning the registration rights of holders of old notes, you should refer to the Registration Rights Agreement, which we have filed as Exhibit 10.7 to the registration statement of which this prospectus is a part.

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DESCRIPTION OF NEW NOTES

General

        The old notes were issued under an indenture, dated as of August 19, 2008, with the Bank of New York Mellon, as Trustee, as supplemented by a first supplemental indenture, dated as of August 20, 2008 (together, the "indenture"). The issuer will issue the new notes under the indenture. We have filed a copy of the indenture as Exhibit 4.1 to the registration statement of which this prospectus is a part.

        The terms of the new notes will be identical in all material respects to the terms of the old notes, except that the new notes:

•

will have been registered under the Securities Act;



•

will not bear restrictive legends restricting their transfer under the Securities Act;



•

will not entitle holders to the registration rights that apply to the old notes; and



•

will not contain provisions relating to additional interest in connection with the old notes under circumstances related to the timing of the exchange offer.

        This "Description of New Notes" section is a summary of the material provisions of the indenture and the new notes (the "New Notes"). It does not purport to restate those documents in their entirety and is qualified in its entirety by reference to all the provisions of the indenture and the notes, including the definitions of certain terms therein and those terms made a part thereof by the Trust Indenture Act of 1939, as amended. Capitalized terms used in this "Description of New Notes" section and not otherwise defined have the meanings set forth in this section under the caption "Certain Definitions." As used in this "Description of New Notes" section:

•

each of the terms "Issuer," "we," "us," "our" or similar terms refer only to Interval Acquisition Corp., and not to any of our subsidiaries;



•

references to "Guarantors" shall mean Parent and our direct and indirect Restricted Subsidiaries that guarantee the Notes; and



•

references to "Parent" shall mean our parent, ILG, and its successors, in each case together with each Subsidiary of Parent that beneficially owns any of our Equity Interests.

Holding Company Structure

        The Issuer is a holding company and does not have any material assets or operations other than ownership of the Capital Stock of its subsidiaries and joint ventures. All of its operations are conducted through its Subsidiaries. As a result, the Issuer depends on the cash flow of its Subsidiaries to meet its obligations, including its obligations under the Notes. Claims of creditors of such Subsidiaries that are not Guarantors, including trade creditors, and claims of preferred stockholders, if any, of such Subsidiaries generally will have priority with respect to the assets and earnings of such Subsidiaries over the claims of the Issuer's creditors, including holders of the Notes. The Notes, therefore, are structurally subordinated to creditors, including trade creditors, and preferred stockholders, if any, of our Subsidiaries that are not Guarantors.

Brief Description of the Notes and the Guarantees

The Notes

        The Notes will be:

•

general unsecured obligations of the Issuer;

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•

ranked equally in right of payment with all of the Issuer's existing and future senior debt;



•

ranked senior in right of payment to all of the Issuer's future Subordinated Indebtedness, if any;



•

ranked effectively junior to (i) all debt and other liabilities (including trade payables) of our Subsidiaries (if any) that are not Guarantors and (ii) all secured obligations to the extent of the value of the collateral securing such obligations, including our obligations under the Credit Agreement; and



•

fully and unconditionally guaranteed by the Guarantors.

        Although the Notes are titled "senior," we have not issued, and do not currently have any plans to issue, any indebtedness which would be subordinated to the Notes.

        The Notes will be issued in fully registered form only, without coupons, in denominations of $2,000 and integral multiples of $1,000 in excess thereof.

The Guarantees

        The Notes will be guaranteed by the Guarantors, which initially will include ILG and all of our direct and indirect Restricted Subsidiaries that are Domestic Subsidiaries. Not all of our Subsidiaries will guarantee the Notes. In the event of a bankruptcy, liquidation or reorganization of any of these non-guarantor Subsidiaries, these non-guarantor Subsidiaries will be obligated to pay the holders of their indebtedness and their trade creditors before they will be able to distribute any of their assets to us. On a pro forma basis, as of June 30, 2008, we had $450.0 million of outstanding debt on a consolidated basis, of which $150.0 million would have been secured debt (excluding $50.0 million of unused revolving commitments, net of any letters of credit usage, under our senior secured credit facilities.) Our non-guarantor subsidiaries accounted for approximately $29.5 million, or 13.4%, of our total revenues for the six months ended June 30, 2008, approximately $47.1 million, or 13.1%, of our total revenues for the year ended December 31, 2007, and approximately $108.8 million, or 11.7%, of our total assets and approximately $62.1 million, or 14.5%, of our total liabilities as of June 30, 2008. As of June 30, 2008, on a pro forma basis, our non-guarantor subsidiaries would have accounted for approximately 11.0% of our total assets and 7.2% of our total liabilities.

        The Guarantees will:

•

be general unsecured obligations of each Guarantor;



•

rank equally in right of payment with all existing and future senior debt of such Guarantor;



•

rank senior in right of payment to all future Subordinated Indebtedness of such Guarantor, if any; and



•

rank effectively junior to secured obligations of such Guarantor to the extent of the value of the collateral securing such obligations, including the secured guarantee by such Guarantor of our obligations under the Credit Agreement.

        As of the Issue Date, all of our Domestic Subsidiaries will be Restricted Subsidiaries and will be Guarantors. Under certain circumstances, we will be permitted to designate certain of our Subsidiaries as "Unrestricted Subsidiaries." Unrestricted Subsidiaries will not be subject to the restrictive covenants in the indenture. Unrestricted Subsidiaries will not guarantee the Notes. Restricted Subsidiaries that are not Domestic Subsidiaries will not be required to guarantee the Notes.

Principal, Maturity and Interest

        The Notes will be issued in an aggregate principal amount of $300.0 million. Additional Notes may be issued under the indenture from time to time in an unlimited amount, subject to compliance with the restrictions set forth under "—Certain Covenants—Limitation on Incurrence of Indebtedness. Any

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additional Notes will be part of the same series as the Notes offered hereby and will vote on all matters as a single series with the Notes offered in this offering. All references to the Notes include additional Notes. The Notes will mature on September 1, 2016.

        Interest on the Notes will accrue at the rate of 9.5% per annum, and will be payable semiannually in cash on each March 1 and September 1, commencing March 1, 2009, to holders of record on the immediately preceding February 15 and August 15 (whether or not a business day), respectively. Interest on the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from August 19, 2008. Interest on the Notes will be computed on the basis of a 360-day year composed of twelve 30-day months.

        The Notes will be payable both as to principal and interest at our office or agency maintained for such purpose or, at our option, payment of interest may be made by check mailed to the holders of the Notes at their respective addresses set forth in the register of holders of Notes. Until otherwise designated by us, our office or agency maintained for such purpose will be the office of the Trustee.

Guarantees

        Each Guarantor will, jointly and severally with each other Guarantor, guarantee the Issuer's obligations under the Notes. The obligations of each Guarantor under its Guarantee will be limited to the extent necessary to prevent such Guarantee from constituting a fraudulent conveyance or fraudulent transfer under applicable law. See "Risk Factors—Risks Related to the Notes and Our Indebtedness—Our being subject to certain fraudulent transfer and conveyance laws may have adverse implications for the holders of the notes." Each Guarantor that makes a payment or distribution under a Guarantee will be entitled to a pro rata contribution from each other Guarantor based on the respective net assets of each other Guarantor.

        Each Guarantor may consolidate with or merge into or sell its assets to us or another Guarantor that is a Restricted Subsidiary, or with or to other persons in a transaction that complies with "—Certain Covenants—Limitation on Asset Sales" or "—Merger, Consolidation or Sale of Assets," as applicable.

        The Guarantee of a Guarantor will be deemed automatically discharged and released in accordance with the terms of the indenture:

        (1)   in connection with any direct or indirect sale, conveyance or other disposition of the capital stock of that Guarantor (including by way of merger or consolidation) following which such Guarantor ceases to be a direct or indirect Subsidiary of the Issuer if such sale or disposition is made in compliance with the applicable provisions of the indenture (see "—Certain Covenants—Limitation on Asset Sales");

        (2)   if such Guarantor is dissolved or liquidated in accordance with the provisions of the indenture;

        (3)   if we designate any such Guarantor as an Unrestricted Subsidiary in compliance with the terms of the indenture; or

        (4)   upon a discharge of the indenture in accordance with "—Satisfaction and Discharge" or upon any Legal Defeasance or Covenant Defeasance of the indenture.

Optional Redemption

        The Notes will not be redeemable prior to September 1, 2012. Thereafter, the Notes will be subject to redemption at the option of the Issuer, in whole or in part, upon not less than 30 days' or more than 60 days' notice, at 100% of the aggregate principal amount of the Notes to be redeemed, together with accrued and unpaid interest to such redemption date.

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Selection and Notice

        If less than all of the Notes are to be redeemed at any time, selection of Notes for redemption will be made by the Trustee in compliance with the requirements of the principal national securities exchange, if any, on which the Notes are listed or, if the Notes are not so listed, on a pro rata basis, or by lot or in accordance with the Trustee's customary practices, subject to the applicable rules of DTC; provided that no Notes with a principal amount of $2,000 or less shall be redeemed in part. Notice of redemption will be mailed by first-class mail at least 30 but not more than 60 days before the redemption date to each holder of Notes to be redeemed at its registered address. If any Note is to be redeemed in part only, the notice of redemption that relates to such Note shall state the portion of the principal amount thereof to be redeemed. A new 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 Note. On and after the redemption date, so long as we do not default in the payment of the redemption price, interest will cease to accrue on Notes or portions thereof called for redemption.

Change of Control

        Upon the occurrence of a Change of Control, we will be required to make an offer (a "Change of Control Offer") to each holder of Notes to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such holder's Notes at a purchase price equal to 101% of the aggregate principal amount thereof, together with accrued and unpaid interest thereon to the date of repurchase (subject to the rights of holders of record of the Notes on the relevant record date to receive payments of interest on the related interest payment date) (in either case, the "Change of Control Payment"). Within 30 days following any Change of Control, we will be required to mail a notice to each holder stating:

        (1)   that the Change of Control Offer is being made pursuant to the covenant entitled "Change of Control";

        (2)   the purchase price and the purchase date, which shall be no earlier than 30 days and not later than 60 days after the date such notice is mailed (the "Change of Control Payment Date");

        (3)   that any Notes not tendered will continue to accrue interest in accordance with the terms of the indenture;

        (4)   that, unless we default in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on the Change of Control Payment Date;

        (5)   that holders will be entitled to withdraw their election if the paying agent receives, not later than the close of business on the second business day preceding the Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting forth the name of the holder, the principal amount of Notes delivered for purchase, and a statement that such holder is unconditionally withdrawing its election to have such Notes purchased;

        (6)   that holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $2,000 in principal amount or an integral multiple of $1,000 in excess thereof; and

        (7)   any other information material to such holder's decision to tender Notes.

        We will be required to comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of the Notes required in the event of a Change of Control. We will not be required to make a Change of Control Offer upon a Change of Control if a

114

third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in the indenture applicable to a Change of Control Offer made by us. Our obligations in respect of a Change of Control Offer can be modified with the consent of holders of a majority of the aggregate principal amount of Notes then outstanding at any time prior to the occurrence of a Change of Control. Notwithstanding anything to the contrary herein, a Change of Control Offer may be made in advance of a Change of Control, conditional upon such Change of Control, if a definitive agreement is in place for the Change of Control at the time of making of the Change of Control Offer.

        Due to our leveraged structure and the terms of other indebtedness to which we and our Subsidiaries are or may in the future be subject, we may not be able to repurchase all of the Notes tendered upon a Change of Control. See "Risk Factors—Risks Factors Related to the Notes and Our Indebtedness—Upon a change of control, we may not have the funds necessary to finance the change of control offer required by the indenture governing the notes, which would violate the terms of the notes." If we fail to repurchase all of the Notes tendered for purchase upon a Change of Control, such failure will constitute an Event of Default. In addition, the occurrence of certain of the events which would constitute a Change of Control would constitute an event of default under the Credit Agreement and may constitute an event of default under future Indebtedness. Moreover, the exercise by the Holders of their right to require us to purchase the Notes could cause a default under such Indebtedness, even if the Change of Control itself does not, due to the financial effect of the repurchase on us. Finally, our ability to pay cash to the Holders upon a Change of Control may be limited by our then existing financial resources.

        The definition of Change of Control includes a phrase relating to the sale, assignment, conveyance, transfer, lease or other disposition of "all or substantially all" of 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 our assets by any of the means described above, the ability of a holder of Notes to require us to repurchase its Notes may be uncertain.

        Except as described above with respect to a Change of Control, the indenture does not contain any provisions that permit the holders of the Notes to require that we repurchase or redeem the Notes in the event of a takeover, recapitalization or similar transaction.

Certain Covenants

Limitation on Restricted Payments

        The indenture provides that neither we nor any of our Restricted Subsidiaries may, directly or indirectly:

        (a)   pay any dividend or make any distribution on account of any Equity Interests of us other than dividends or distributions payable in Equity Interests (other than Disqualified Stock) of us;

        (b)   purchase, redeem or otherwise acquire or retire for value any of our Equity Interests or Equity Interests of Parent, or any Subordinated Indebtedness, other than (i) Subordinated Indebtedness within one year of the stated maturity date thereof and (ii) any such Equity Interests or Subordinated Indebtedness owned by us or by any Restricted Subsidiary;

        (c)   pay any dividend or make any distribution on account of any Equity Interests of any Restricted Subsidiary, other than:

          (i)  to us or any Restricted Subsidiary;

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         (ii)  to all holders of any class or series of Equity Interests of such Restricted Subsidiary on a pro rata basis; or

        (iii)  make any Restricted Investment;

(all such prohibited payments and other actions set forth in clauses (a) through (c) being collectively referred to as "Restricted Payments"), unless, at the time of such Restricted Payment:

          (i)  no Default or Event of Default shall have occurred and be continuing or would occur as a consequence thereof;

         (ii)  after giving effect to the incurrence of any Indebtedness the net proceeds of which are used to finance such Restricted Payment, the Issuer is able to incur at least $1.00 of additional Indebtedness in compliance with the first paragraph of the covenant description under "—Limitation on Incurrence of Indebtedness"; and

        (iii)  such Restricted Payment, together with the aggregate of all other Restricted Payments made after the date of the indenture, is less than the sum of:

        (A)  50% of the Consolidated Net Income of the Issuer for the period (taken as one accounting period) from July 1, 2008 to the end of our most recently ended fiscal quarter for which internal financial statements are available at the time of such Restricted Payment (or, if such Consolidated Net Income shall be a deficit, minus 100% of such aggregate deficit); plus

        (B)  an amount equal to the sum of (x) 100% of the aggregate net cash proceeds and the fair market value of any property or assets received by us either from capital contributions, or from the issue or sale (including an issue or sale to Parent) of Equity Interests (other than Disqualified Stock) of us (other than Equity Interests sold to any of our Subsidiaries), following the Issue Date and (y) the aggregate amount by which Indebtedness (other than any Indebtedness owed to the Issuer or a Subsidiary) incurred by the Issuer or any Restricted Subsidiary subsequent to the Issue Date is reduced on the Issuer's balance sheet upon the conversion or exchange into Qualified Capital Stock (less the amount of any cash, or the fair market value of assets, distributed by the Issuer or any Restricted Subsidiary upon such conversion or exchange); plus

        (C)  if any Unrestricted Subsidiary is designated by us as a Restricted Subsidiary, an amount equal to the fair market value of the net Investment by us or a Restricted Subsidiary in such Subsidiary at the time of such designation; provided, however, that the foregoing amount shall not exceed the amount of Restricted Investments made by us or any Restricted Subsidiary in any such Unrestricted Subsidiary following the Issue Date which reduced the amount available for Restricted Payments pursuant to this clause (iii) less amounts received by us or any Restricted Subsidiary from such Unrestricted Subsidiary that increased the amount available for Restricted Payments pursuant to clause (D) below; plus

        (D)  100% of any cash dividends and other cash distributions actually received by us and our Restricted Subsidiaries from an Unrestricted Subsidiary since the Issue Date to the extent not included in Consolidated Net Income; plus

        (E)  to the extent not included in clauses (A) through (D) above, an amount equal to the net reduction in Restricted Investments of us and our Restricted Subsidiaries following the Issue Date resulting from payments in cash of interest on Indebtedness, dividends, or repayment of loans or advances, or other transfers of property, in each case, to us or to a Restricted Subsidiary or from the net cash proceeds from the sale, conveyance, liquidation or other disposition of any such Restricted Investment.

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        The foregoing provisions will not prohibit the following (provided that with respect to clause (7) below, no Default or Event of Default shall have occurred and be continuing):

        (1)   the payment of any dividend or distribution within 60 days after the date of declaration thereof, if at the date of declaration such payment would have complied with the provisions of the indenture;

        (2)   the redemption, repurchase, retirement or other acquisition of (x) any Equity Interests of us in exchange for, or out of the net proceeds of the substantially concurrent capital contribution from Parent or from the substantially concurrent issue or sale (including to Parent) of, Equity Interests (other than Disqualified Stock) of us (other than Equity Interests (other than Disqualified Stock) issued or sold to any Subsidiary) or (y) Subordinated Indebtedness of us or any Restricted Subsidiary (a) in exchange for, or out of the proceeds of the substantially concurrent issuance and sale of, Qualified Capital Stock, (b) in exchange for, or out of the proceeds of the substantially concurrent incurrence of, Refinancing Indebtedness permitted to be incurred under clause (10) of the covenant described below under "—Limitation on Incurrence of Indebtedness" or other Indebtedness permitted to be incurred under such covenant or (c) with the Net Proceeds from an Asset Sale or upon a Change of Control, in each case, to the extent required by the agreement governing such Subordinated Indebtedness but only if we shall have previously applied such Net Proceeds to make an Excess Proceeds Offer or make a Change of Control Offer, as the case may be, in accordance with "—Excess Proceeds Offer" or "—Change of Control" and purchased all Notes validly tendered pursuant to the relevant offer prior to redeeming or repurchasing such Subordinated Indebtedness;

        (3)   the declaration and payment of dividends to holders of any class or series of Disqualified Stock of us or any of our Restricted Subsidiaries or shares of Preferred Equity Interests of any Restricted Subsidiary issued in accordance with the covenant described under "—Limitation on Incurrence of Indebtedness";

        (4)   repurchases of Equity Interests deemed to occur upon exercise of stock options or warrants or upon the vesting of restricted stock units if such Equity Interests represent the exercise price of such options or warrants or represent withholding taxes due upon such exercise or vesting;

        (5)   Restricted Payments from the net proceeds of the Notes and the initial borrowings under the Credit Agreement as described in this prospectus;

        (6)   other Restricted Payments in an amount not to exceed $40.0 million;

        (7)   amounts paid by us to Parent in an amount sufficient to permit Parent to pay reasonable and necessary accounting, legal, general overhead and administrative expenses of Parent (including amounts described in clauses (i) and (ii) of "—Limitations on Transactions with Affiliates" below) but only to the extent such expenses are directly attributable to the ownership or operation of us and our Subsidiaries;

        (8)   Specified Affiliate Payments; and

        (9)   the Transactions.

        Restricted Payments made pursuant to the first paragraph of this covenant and clause (1) of the second paragraph of this covenant shall be included as Restricted Payments in any computation made pursuant to clause (iii) of the first paragraph of this covenant. Restricted Payments made pursuant to clauses (2) through (9) of the second paragraph of this covenant shall not be included as Restricted Payments in any computation made pursuant to clause (iii) of the first paragraph of this covenant.

        If we or any Restricted Subsidiary makes a Restricted Investment and the person in which such Investment was made subsequently becomes a Restricted Subsidiary, to the extent such Investment resulted in a reduction in the amounts calculated under clause (iii) of the first paragraph of this

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covenant or under any other provision of this covenant (which was not subsequently reversed), then such amount shall be increased by the amount of such reduction.

Limitation on Incurrence of Indebtedness

        The indenture provides that we shall not, and shall not permit any of our Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to (collectively, "incur") any Indebtedness (including Acquired Debt) or permit any of our Restricted Subsidiaries to issue any Preferred Equity Interests; provided, however, that, notwithstanding the foregoing, we and any Guarantor may incur Indebtedness (including Acquired Debt) and any Guarantor may issue Preferred Equity Interests, if, after giving effect to the incurrence of such Indebtedness or the issuance of such Preferred Equity Interests, the Consolidated Senior Indebtedness Leverage Ratio of the Issuer would have been no greater than 4.0 to 1.0, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom) and the Consolidated Total Indebtedness Leverage Ratio of the Issuer would have been no greater than 5.0 to 1.0, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom).

        The foregoing limitation will not apply to any of the following incurrences of Indebtedness:

        (1)   Indebtedness represented by the Notes and the Guarantees in an aggregate principal amount not to exceed $300.0 million;

        (2)   Indebtedness of us or any Restricted Subsidiary under any Credit Facility in an aggregate principal amount at any time outstanding not to exceed the excess of $275.0 million over the aggregate principal amount of Indebtedness under the Credit Facilities permanently repaid pursuant to clause (1) of the second paragraph of the covenant described under "—Limitation on Asset Sales";

        (3)   (x) Indebtedness among us and our Restricted Subsidiaries; provided that any such Indebtedness owed by us or a Guarantor to any Restricted Subsidiary that is not a Guarantor, shall be subordinated to the prior payment in full of the Notes or the Guarantees, as applicable, and (y) Preferred Equity Interests of a Restricted Subsidiary held by us or a Restricted Subsidiary; provided that if such Preferred Equity Interests are issued by a Guarantor, such Preferred Equity Interests are held by us or a Guarantor;

        (4)   Acquired Debt of a person incurred prior to the date upon which such person was acquired by us or any Restricted Subsidiary (and not created in contemplation of such acquisition); provided that the aggregate principal amount of Acquired Debt pursuant to this clause (4) (when aggregated with the amount of Refinancing Indebtedness outstanding under clause (10) below in respect of Indebtedness incurred pursuant to this clause (4)) shall not exceed $35.0 million outstanding at any time;

        (5)   Existing Indebtedness;

        (6)   Indebtedness consisting of Purchase Money Indebtedness in an aggregate amount (when aggregated with the amount of Refinancing Indebtedness outstanding under clause (10) below in respect of Indebtedness incurred pursuant to this clause (6)) not to exceed the greater of (x) $50.0 million and (y) 5.0% of Consolidated Total Assets outstanding at any time;

        (7)   Hedging Obligations of us or any of our Restricted Subsidiaries covering Indebtedness of us or such Restricted Subsidiary; provided, however, that such Hedging Obligations are entered into for purposes of managing interest rate exposure of us and our Restricted Subsidiaries and not for speculative purposes;

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        (8)   Foreign Currency Obligations of us or any of our Restricted Subsidiaries entered into to manage exposure of us and our Restricted Subsidiaries to fluctuations in currency values and not for speculative purposes;

        (9)   Indebtedness of us or any of our Restricted Subsidiaries in respect of performance bonds, bankers' acceptances or letters of credit of us or any Restricted Subsidiary or surety or appeal bonds provided by us or any Restricted Subsidiary incurred in the ordinary course of business and on ordinary business terms in connection with a Permitted Business;

        (10) the incurrence by us or any Restricted Subsidiary of Indebtedness issued in exchange for, or the proceeds of which are used to extend, refinance, renew, replace, substitute or refund in whole or in part, Indebtedness referred to in the first paragraph of this covenant or in clause (1), (4), (5) or (6) above or this clause (10) ("Refinancing Indebtedness"); provided, however, that:

        (A)  the principal amount of such Refinancing Indebtedness shall not exceed the principal amount and accrued interest of the Indebtedness so exchanged, extended, refinanced, renewed, replaced, substituted or refunded and any premiums payable and reasonable fees, expenses, commissions and costs in connection therewith;

        (B)  the Refinancing Indebtedness shall have a final maturity equal to or later than, and a Weighted Average Life to Maturity equal to or greater than, the final maturity and Weighted Average Life to Maturity, respectively, of the Indebtedness being exchanged, extended, refinanced, renewed, replaced, substituted or refunded;

        (C)  the Refinancing Indebtedness shall be subordinated in right of payment to the Notes and the Guarantees, if at all, on terms at least as favorable to the holders of Notes as those contained in the documentation governing the Indebtedness being exchanged, extended, refinanced, renewed, replaced, substituted or refunded; and

        (D)  if the Indebtedness to be exchanged, refinanced, renewed, replaced, substituted or refunded was the obligation of the Issuer or a Guarantor, such Indebtedness shall not be incurred by any of our Restricted Subsidiaries other than a Guarantor or any Restricted Subsidiary that was an obligor under the Indebtedness so refinanced;

        (11) additional Indebtedness in an aggregate principal amount not to exceed the greater of (x) $40.0 million and (y) 4% of Consolidated Total Assets outstanding at any time; provided that, after giving effect to the incurrence of any such Indebtedness, the Consolidated Senior Indebtedness Leverage Ratio of the Issuer does not exceed 4.00 to 1.00, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom);

        (12) the guarantee by us or any Guarantor of Indebtedness of us or a Restricted Subsidiary that was permitted to be incurred by another provision of this covenant and the guarantee by any Restricted Subsidiary that is not a Guarantor of any Indebtedness of any Restricted Subsidiary that is not a Guarantor;

        (13) the payment of interest on any Indebtedness in the form of additional Indebtedness with the same terms, and the payment of dividends on Disqualified Capital Stock in the form of additional shares of the same class of Disqualified Capital Stock;

        (14) the incurrence by us or our Subsidiaries of guarantees in respect of obligations of joint ventures; provided that the aggregate principal amount of Indebtedness incurred pursuant to this clause (14) shall not exceed $30.0 million outstanding at any time;

        (15) Indebtedness of Foreign Subsidiaries in an aggregate principal amount not to exceed the greater of (x) $40.0 million and (y) 4% of Consolidated Total Assets outstanding at any time; provided that, after giving effect to the incurrence of any such Indebtedness, the Consolidated

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Senior Indebtedness Leverage Ratio of the Issuer does not exceed 4.00 to 1.00, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom);

        (16) overdrafts paid within 5 Business Days;

        (17) customary purchase price adjustments and indemnifications in connection with acquisition or disposition of stock or assets; and

        (18) guarantees to suppliers, licensors or franchisees (other than guarantees of Indebtedness) in the ordinary course of business.

        For purposes of determining compliance with this covenant, (a) the outstanding principal amount of any item of Indebtedness shall be counted only once, and any obligation arising under any guarantee, Lien, letter of credit or similar instrument supporting such Indebtedness incurred in compliance with this covenant shall be disregarded, and (b) if an item of Indebtedness meets the criteria of more than one of the categories described in clauses (1) through (18) above or is permitted to be incurred pursuant to the first paragraph of this covenant and also meets the criteria of one or more of the categories described in clauses (1) through (18) above, we shall, in our sole discretion, classify such item of Indebtedness in any manner that complies with this covenant and may from time to time reclassify such item of Indebtedness in any manner in which such item could be incurred at the time of such reclassification; provided that Indebtedness outstanding under the Credit Agreement on the Issue Date (and any Indebtedness secured by a Lien that refinances such Indebtedness) shall be deemed to be outstanding under clause (2) above and may not be reclassified.

        Accrual of interest, the accretion of original issue discount and the payment of interest in the form of additional Indebtedness of the same class will not be deemed to be an incurrence of Indebtedness for purposes of determining compliance with this covenant. Any increase in the amount of Indebtedness solely by reason of currency fluctuations will not be deemed to be an incurrence of Indebtedness for purposes of determining compliance with this covenant. A change in GAAP that results in an obligation existing at the time of such change, not previously classified as Indebtedness, becoming Indebtedness will not be deemed to be an incurrence of Indebtedness for purposes of determining compliance with this covenant.

        The amount of indebtedness outstanding as of any date shall be (1) the accreted value thereof, in the case of any Indebtedness issued with original issue discount, (2) the principal amount thereof, in the case of any other Indebtedness, (3) in the case of the guarantee by the specified person of any Indebtedness of any other person, the maximum liability to which the specified person may be subject upon the occurrence of the contingency giving rise to the obligation and (4) in the case of Indebtedness of others guaranteed by means of a Lien on any asset of the specified person, the lesser of (A) the fair market value of such asset on the date on which Indebtedness is required to be determined pursuant to the indenture and (B) the amount of the Indebtedness so secured.

        For purposes of determining compliance with any U.S. dollar-denominated restriction on the incurrence of Indebtedness, the U.S. dollar-equivalent principal amount of Indebtedness 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 term Indebtedness, or first committed, in the case of revolving credit Indebtedness; provided that if such Indebtedness is incurred to refinance other Indebtedness denominated in a foreign currency, and such refinancing would cause the applicable U.S. dollar-dominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such U.S. dollar-dominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness does not exceed the principal amount of such Indebtedness being refinanced. Notwithstanding any other provision of this covenant, the maximum amount of Indebtedness that we 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

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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.

Limitation on Asset Sales

        The indenture provides that we will not, and will not permit any Restricted Subsidiary to, directly or indirectly, consummate any Asset Sale unless:

        (1)   we or such Restricted Subsidiary receives consideration at the time of such Asset Sale at least equal to the fair market value (determined as of the time of contractually agreeing to such Asset Sale) of the assets included in such Asset Sale (such fair market value to be determined by (i) an executive officer of ours or such Subsidiary if the value is less than $10.0 million or (ii) in all other cases by a resolution of our Board of Directors (or of a committee appointed thereby for such purposes)); and

        (2)   at least 75% of the total consideration in such Asset Sale consists of cash or Cash Equivalents or Marketable Securities.

        For purposes of clause (2), the following shall be deemed to be cash:

        (a)   the amount (without duplication) of any Indebtedness (other than Subordinated Indebtedness) of us or such Restricted Subsidiary that is expressly assumed by the transferee in such Asset Sale and with respect to which we or such Restricted Subsidiary, as the case may be, is unconditionally released by the holder of such Indebtedness,

        (b)   the amount of any obligations or securities received from such transferee that are within 180 days converted by us or such Restricted Subsidiary to cash (to the extent of the cash actually so received), and

        (c)   the fair market value of any assets (other than securities) received by us or any Restricted Subsidiary to be used by us or any Restricted Subsidiary in a Permitted Business.

        If we or any Restricted Subsidiary engages in an Asset Sale, we or such Restricted Subsidiary shall apply all or any of the Net Proceeds therefrom to:

        (1)   repay Indebtedness under any Credit Facility, and in the case of any such repayment under any revolving credit facility, effect a permanent reduction in the availability under such revolving credit facility; or

        (2)   (A) invest all or any part of the Net Proceeds thereof in capital expenditures or the purchase of assets to be used by us or any Restricted Subsidiary in a Permitted Business, (B) acquire Equity Interests in a person that is a Restricted Subsidiary or in a person engaged primarily in a Permitted Business that shall become a Restricted Subsidiary immediately upon the consummation of such acquisition or (C) a combination of (A) and (B).

        Any Net Proceeds from any Asset Sale that are not applied or invested (or committed pursuant to a written agreement to be applied) as provided in the preceding paragraph within 365 days after the receipt thereof and, in the case of any amount committed to a reinvestment, which are not actually so applied within 180 days following such 365-day period shall constitute "Excess Proceeds" and shall be applied to an offer to purchase Notes and other senior Indebtedness of us if and when required under the covenant described under "—Excess Proceeds Offer." Pending the final application of any such Net Proceeds, we or such Restricted Subsidiary may temporarily reduce revolving indebtedness under a Credit Facility, if any, or otherwise invest such Net Proceeds in Cash Equivalents.

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Limitation on Liens

        The indenture provides that we shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create, incur or assume any Lien on any asset now owned or hereafter acquired, or on any income or profits therefrom or assign or convey any right to receive income therefrom, except Permitted Liens.

Additional Subsidiary Guarantees

        The indenture provides that if:

        (a)   any of our Domestic Subsidiaries that is not a Guarantor guarantees or becomes otherwise obligated under a Credit Facility or Indebtedness incurred in reliance on the first paragraph under "—Limitation on Incurrence of Indebtedness," or

        (b)   we or any of our Restricted Subsidiaries transfers or causes to be transferred, in one transaction or a series of related transactions, any property to any Restricted Subsidiary that is a Domestic Subsidiary but not a Guarantor, or if we or any of our Subsidiaries shall organize, acquire or otherwise invest in another Domestic Restricted Subsidiary and in either case, the Subsidiary organized or acquired or to which such transfer or investment was made has total assets in excess of $10.0 million,

then in each case such guarantor, obligor, transferee or acquired or other Domestic Restricted Subsidiary shall (i) execute and deliver to the Trustee a supplemental indenture in form reasonably satisfactory to the Trustee pursuant to which such Restricted Subsidiary shall unconditionally guarantee all of the Issuer's obligations under the Notes and the indenture on the terms set forth in the indenture and (ii) deliver to the Trustee an opinion of counsel that such supplemental indenture has been duly authorized, executed and delivered by such Restricted Subsidiary and constitutes a legal, valid, binding and enforceable obligation of such Restricted Subsidiary. Thereafter, such Restricted Subsidiary shall be a Guarantor for all purposes of the indenture; provided, however, that to the extent that a Restricted Subsidiary that is required to become a Guarantor solely pursuant to clause (b) above is subject to any instrument governing Acquired Debt, as in effect at the time of acquisition thereof and not created in contemplation thereof, that prohibits such Restricted Subsidiary from issuing a Guarantee, such Restricted Subsidiary shall not be required to execute such a supplemental indenture until it is permitted to issue such Guarantee pursuant to the terms of such Acquired Debt.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries

        The indenture provides that we shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:

        (a)   pay dividends or make any other distribution to us or any of our Restricted Subsidiaries on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness owed to us or any of our Subsidiaries;

        (b)   make loans or advances to us or any of our Subsidiaries; or

        (c)   transfer any of our properties or assets to us or any of our Subsidiaries; except for such encumbrances or restrictions existing under or by reason of:

          (i)  Existing Indebtedness and existing agreements as in effect on the Issue Date;

         (ii)  applicable law or regulation;

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        (iii)  any instrument governing Acquired Debt as in effect at the time of acquisition (except to the extent such Indebtedness was incurred in connection with, or in contemplation of, such acquisition), which encumbrance or restriction is not applicable to any person, or the properties or assets of any person, other than the person, or the property or assets of the person, so acquired;

        (iv)  by reason of customary nonassignment provisions in leases entered into in the ordinary course of business and consistent with past practices;

         (v)  Refinancing Indebtedness (as defined in the covenant described under "—Limitation on Incurrence of Indebtedness"); provided that the restrictions contained in the agreements governing such Refinancing Indebtedness are no more restrictive than those contained in the agreements governing the Indebtedness being refinanced;

        (vi)  the indenture and the Notes or by our other Indebtedness ranking pari passu with the Notes; provided that except as set forth in clause (vii) below such restrictions are no more restrictive taken as a whole than those imposed by the indenture and the Notes;

       (vii)  any Credit Facility; provided that such restriction is no more restrictive taken as a whole than that imposed by the Credit Agreement (and the collateral documents relating thereto) as in effect on the Issue Date;

      (viii)  Permitted Liens;

        (ix)  any agreement for the sale of any Subsidiary or its assets that restricts distributions by that Subsidiary (or sale of such Subsidiary's Equity Interests) pending its sale; provided that during the entire period in which such encumbrance or restriction is effective, such sale (together with any other sales pending) would be permitted under the terms of the indenture;

         (x)  secured Indebtedness otherwise permitted to be incurred by the indenture that limits the right of the debtor to dispose of the assets securing such Indebtedness;

        (xi)  customary provisions in joint venture agreements and other similar agreements which are applicable to the Equity Interests of such joint venturer;

       (xii)  Purchase Money Indebtedness that imposes restrictions of the type described in clause (c) above on the property so acquired;

      (xiii)  any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (i) through (xii) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in our good faith judgment, not materially more restrictive as a whole with respect to such encumbrances and restrictions than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing;

      (xiv)  Indebtedness of any Foreign Subsidiary which imposes restrictions solely on such Foreign Subsidiary and its Subsidiaries; or

       (xv)  any restriction on cash or other deposits or net worth imposed by customers or lessors or required by insurance, surety or bonding companies, in each case under contracts entered into in the ordinary course of business.

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Merger, Consolidation or Sale of Assets

        The indenture provides that we shall not consolidate or merge with or into (whether or not we are the surviving entity), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of our properties or assets in one or more related transactions to, another person unless:

        (a)   we are the surviving person or the person formed by or surviving any such consolidation or merger (if other than us) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation, limited partnership or limited liability company organized or existing under the laws of the United States, any state thereof or the District of Columbia; provided, however, that if the surviving person is a limited liability company or limited partnership, such entity shall also form a co-issuer that is a corporation;

        (b)   the person formed by or surviving any such consolidation or merger (if other than us) or the person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all our obligations pursuant to a supplemental indenture in form reasonably satisfactory to the Trustee, under the Notes and the indenture;

        (c)   immediately after such transaction, no Default or Event of Default exists; and

        (d)   we or the person formed by or surviving any such consolidation or merger (if other than us) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made: (i) will have a Consolidated Total Indebtedness Ratio immediately after the transaction (but prior to any purchase accounting adjustments or accrual of deferred tax liabilities resulting from the transaction) not more than our Consolidated Total Indebtedness Ratio immediately preceding the transaction or (ii) would, at the time of such transaction after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the first paragraph in the covenant described under "—Limitation on Incurrence of Indebtedness."

        Notwithstanding the foregoing:

        (1)   any Restricted Subsidiary may consolidate with or merge into or transfer all or part of its properties and assets to us or another Restricted Subsidiary;

        (2)   we may complete the Transactions; and

        (3)   we may merge with a Restricted Subsidiary solely for the purpose of reincorporating ourselves in another State of the United States or the District of Columbia so long as the amount of Indebtedness of us and the Restricted Subsidiaries is not increased thereby.

        The indenture provides that each Guarantor (other than any Guarantor whose Guarantee is to be released in accordance with the terms of such Guarantee and the indenture) will not, and we will not cause or permit any Guarantor to, consolidate or merge with or into (whether or not such Guarantor is the surviving entity) any person other than us or a Guarantor (in each case, other than in accordance with "—Limitation on Asset Sales") unless:

        (a)   the Guarantor is the surviving person or the person formed by or surviving any such consolidation or merger (if other than the Guarantor) is a corporation, limited partnership or limited liability company organized or existing under the laws of the United States, any state thereof or the District of Columbia;

        (b)   the person formed by or surviving any such consideration or merger (if other than the Guarantor) assumes all the obligations of the Guarantor, pursuant to a supplemental indenture in form reasonably satisfactory to the Trustee, under the Notes and the indenture; and

        (c)   immediately after such transaction, no Default or Event of Default exists.

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        This section includes a phrase relating to the sale, assignment, conveyance, transfer, lease or other disposition of "all or substantially all" of our properties or 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 our properties or assets by any of the means described above, the application of the covenant described in this section may be uncertain.

Limitation on Transactions with Affiliates

        The indenture provides that we shall not and shall not permit any Restricted Subsidiary to, directly or indirectly, sell, lease, transfer or otherwise dispose of any of our or their properties or assets to, or purchase any property or assets from, or enter into any contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate (including any Unrestricted Subsidiary) (each of the foregoing, an "Affiliate Transaction"), unless:

        (a)   such Affiliate Transaction is on terms that are not materially less favorable, taken as a whole, to us or such Restricted Subsidiary than those that would have been obtained in a comparable transaction by us or such Restricted Subsidiary with an unrelated person; provided that such transaction shall be deemed to be at least as favorable as the terms that could have been obtained in a comparable transaction with an unrelated person if such transaction is approved by the members of (x) the Board of Directors or (y) any duly constituted committee thereof, in each case including a majority of the disinterested members thereof who meet the independence requirements of the New York Stock Exchange or NASDAQ; and

        (b)   if such Affiliate Transaction involves aggregate payments in excess of the greater of (A) $10.0 million and (B) 1% of Consolidated Total Assets, such Affiliate Transaction has either (i) been approved by a resolution of the members of (x) our Board of Directors or (y) any duly constituted committee thereof, in each case including a majority of the disinterested members thereof who meet the independence requirements of the New York Stock Exchange or NASDAQ or (ii) if there are no disinterested directors on our Board of Directors, we or such Restricted Subsidiary has obtained the favorable opinion of an Independent Financial Advisor as to the fairness of such Affiliate Transaction to us or the relevant Restricted Subsidiary, as the case may be, from a financial point of view;

provided, however, that the following shall, in each case, not be deemed Affiliate Transactions:

          (i)  the payment of compensation (including benefits and incentive arrangements) to directors and management of Parent, us and our Subsidiaries;

         (ii)  indemnification or similar arrangements for officers, directors, employees or agents of Parent, us or any of our Restricted Subsidiaries pursuant to charter, bylaw, statutory or contractual provisions;

        (iii)  transactions between or among us and our Restricted Subsidiaries;

        (iv)  Restricted Payments permitted by the covenant described under "—Limitation on Restricted Payments" and Permitted Investments (other than transactions with a person that is an Affiliate other than as a result of such Investment);

         (v)  any transactions between us or any of our Restricted Subsidiaries and any Affiliate of us the Equity Interests of which Affiliate are owned solely by us or one of our Restricted Subsidiaries, on the one hand, and by persons who are not Affiliates of us or Restricted Subsidiaries, on the other hand;

        (vi)  any agreements or arrangements in effect on the Issue Date and described in this prospectus and any modifications, extensions or renewals thereof that are no less favorable to us or

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the applicable Restricted Subsidiary in any material respect than such agreement as in effect on the Issue Date;

       (vii)  so long as it complies with clause (a) above, customary transactions with suppliers or purchasers or sellers of goods or services in the ordinary course of business;

      (viii)  the Transactions;

        (ix)  transactions with persons who are Affiliates of us solely as a result of our or a Restricted Subsidiary's Investment in such person; and

         (x)  Specified Affiliate Payments.

Reports

        Whether or not required by the rules and regulations of the SEC, so long as any Notes are outstanding, the indenture provides that the we will furnish to the holders of Notes all quarterly and annual financial information, and on dates, that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if we were required to file such forms, including a "Management's Discussion and Analysis of Financial Condition and Results of Operations" and, with respect to the annual information only, a report thereon by our independent registered public accounting firm; provided, however, that (i) to the extent such reports are filed with the SEC and publicly available, no additional copies need be provided to holders of the Notes and (ii) with respect to June 30, 2008 (and periods then ended), or for any prior dates or periods, the Issuer may satisfy such obligations by furnishing carve-out financial data in form and detail corresponding to the March 31, 2008 financial data included in the Offering Memorandum so long as such information is filed or provided on or before August 31, 2008.

        In addition, we have agreed that, for so long as any Notes remain outstanding during any period when we are not subject to Section 13 or 15(d) of the Exchange Act, or otherwise permitted to furnish the SEC with certain information pursuant to Rule 12g3-2(b) of the Exchange Act, we will furnish to the holders of the Notes and to prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

        So long as Parent remains a Guarantor, the indenture permits us to satisfy our obligations in this covenant with respect to financial information relating to us by furnishing financial information relating to Parent; provided that the same is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to Parent, on the one hand, and the information relating to us and our Restricted Subsidiaries, on the other hand.

Excess Proceeds Offer

        When the cumulative amount of Excess Proceeds that have not been applied in accordance with the covenant described under "—Limitation on Asset Sales" exceeds $25.0 million, we will be obligated to make an offer to all holders of the Notes (an "Excess Proceeds Offer") to purchase the maximum principal amount of Notes that may be purchased out of such Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof, together with accrued and unpaid interest to the date fixed for the closing of such offer in accordance with the procedures set forth in the indenture. To the extent we or a Restricted Subsidiary is required under the terms of Indebtedness of us or such Restricted Subsidiary (other than Subordinated Indebtedness), we shall also make a pro rata offer to the holders of such Indebtedness (including the Notes) with such proceeds. If the aggregate principal amount of Notes and other pari passu Indebtedness surrendered by holders thereof exceeds the amount of such Excess Proceeds, the Trustee shall select the Notes and other pari passu Indebtedness to be purchased on a pro rata basis. To the extent that the principal amount of Notes tendered pursuant to an Excess Proceeds Offer is less than the amount of such Excess Proceeds and

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other pari passu Indebtedness, we may use any remaining Excess Proceeds for general corporate purposes in compliance with the provisions of the indenture. Upon completion of an Excess Proceeds Offer, the amount of Excess Proceeds shall be reset at zero.

        We will be required to comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of the Notes required in the event of an Excess Proceeds Offer and will not be deemed to have violated the "Excess Proceeds Offer" provisions of the indenture as a result thereof.

Suspension of Covenants

        During any period of time after the Issue Date that (i) the Notes are rated Investment Grade by both Rating Agencies and (ii) no Default has occurred and is continuing under the indenture (the occurrence of the events described in the foregoing clauses (i) and (ii) being collectively referred to as a "Covenant Suspension Event"), we and our Restricted Subsidiaries will not be subject to the covenants in the indenture specifically listed under the following captions in this "Description of New Notes" section of this prospectus (the "Suspended Covenants"):

        (1)   "—Certain Covenants—Limitation on Restricted Payments";

        (2)   "—Certain Covenants—Limitation on Incurrence of Indebtedness";

        (3)   "—Certain Covenants—Limitation on Asset Sales";

        (4)   "—Certain Covenants—Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries";

        (5)   clause (d) of the first paragraph under "—Certain Covenants—Merger, Consolidation or Sale of Assets";

        (6)   "—Certain Covenants—Limitation on Transactions with Affiliates"; and

        (7)   "—Certain Covenants—Excess Proceeds Offer."

        Additionally, at such time as the above referenced covenants are suspended (a "Suspension Period"), we will no longer be permitted to designate any Restricted Subsidiary as an Unrestricted Subsidiary.

        In the event that we and our Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the foregoing, and on any subsequent date (the "Reversion Date") one or both of the Rating Agencies withdraw their Investment Grade Rating or downgrade the rating assigned to the Notes below Investment Grade, then the Issuer and its Restricted Subsidiaries will thereafter again be subject to the Suspended Covenant with respect to future events.

        On each Reversion Date, all Indebtedness incurred during the Suspension Period prior to such Reversion Date will be deemed to be Existing Indebtedness. For purposes of calculating the amount available to be made as Restricted Payments under clause (iii) of the first paragraph of the "Limitation on Restricted Payments" covenant, calculations under such covenant shall be made as though such covenant had been in effect during the entire period of time after the Issue Date (including the Suspension Period). Restricted Payments made during the Suspension Period not otherwise permitted pursuant to any of clauses (2) through (8) under the second paragraph under the "Limitation on Restricted Payments" covenant will reduce the amount available to be made as Restricted Payments under clause (iii) of the first paragraph of such covenant, provided that the amount available to be made as Restricted Payments on the Reversion Date shall not be reduced to below zero solely as a result of such Restricted Payments. For purposes of the "Excess Proceeds Offer" covenant, on the Reversion Date, the unutilized amount of Net Proceeds will be reset to zero. Notwithstanding the

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foregoing, neither (a) the continued existence, after the Reversion Date, of facts and circumstances or obligations that were incurred or otherwise came into existence during a Suspension Period nor (b) the performance of any such obligations, shall constitute a breach of any covenant set forth herein or cause a Default or Event of Default thereunder; provided that (1) we and our Restricted Subsidiaries did not incur or otherwise cause such facts and circumstances or obligations to exist in anticipation of a withdrawal or downgrade by the applicable Rating Agency below an Investment Grade Rating and (2) the Issuer reasonably believed that such incurrence or actions would not result in such withdrawal or downgrade.

        There can be no assurance that the Notes will ever achieve or maintain Investment Grade Ratings.

Events of Default

        The indenture provides that each of the following constitutes an Event of Default:

        (a)   default for 30 days in the payment when due of interest or additional interest, if any, on the Notes;

        (b)   default in payment when due of principal of or premium, if any, on the Notes at maturity, upon repurchase, redemption or otherwise;

        (c)   failure to comply with the provisions described under "—Certain Covenants—Merger, Consolidation or Sale of Assets" or "—Certain Covenants—Excess Proceeds Offer";

        (d)   failure to comply for 30 days after notice with any obligations under the provisions described under "—Change of Control" or "—Certain Covenants—Limitation on Asset Sales" (other than a failure to purchase Notes duly tendered to the Issuer for repurchase pursuant to a Change of Control Offer or an Excess Proceeds Offer);

        (e)   subject to the penultimate paragraph of this "Events of Default" section, default under any other provision of the indenture or the Notes, which default remains uncured for 60 days after notice from the Trustee or the holders of at least 25% of the aggregate principal amount then outstanding of the Notes;

        (f)    default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by us and any of our Restricted Subsidiaries (or the payment of which is guaranteed by us and any of our Restricted Subsidiaries) which default is caused by a failure to pay the principal of such Indebtedness at the final stated maturity thereof within the grace period provided in such Indebtedness (a "Payment Default"), and the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default, aggregates $25.0 million or more;

        (g)   default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by us and any of our Restricted Subsidiaries (or the payment of which is guaranteed by us or any of our Restricted Subsidiaries), which default results in the acceleration of such Indebtedness prior to its express maturity not rescinded or cured within 30 days after such acceleration, and the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated and remains undischarged after such 30-day period, aggregates $25.0 million or more;

        (h)   failure by us and any of our Restricted Subsidiaries to pay final judgments (other than any judgment as to which a reputable insurance company has accepted full liability) aggregating $25.0 million or more, which judgments are not stayed within 60 days after their entry;

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        (i)    certain events of bankruptcy or insolvency with respect to the Issuer or any Significant Subsidiary of the Issuer (including the filing of a voluntary case, the consent to an order of relief in an involuntary case, the consent to the appointment of a custodian, a general assignment for the benefit of creditors or an order of a court for relief in an involuntary case, appointing a custodian or ordering liquidation, which order remains unstayed for 60 days); and

        (j)    any Guarantee of a Significant Subsidiary shall be held in a judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect, or any Guarantor that qualifies as a Significant Subsidiary, or any person acting on behalf of any Guarantor that qualifies as a Significant Subsidiary, shall deny or disaffirm its obligations under its Guarantee.

        If any Event of Default occurs and is continuing, the Trustee or the holders of at least 25% of the aggregate principal amount then outstanding of the Notes may declare all the Notes to be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising from the events of bankruptcy or insolvency with respect to the Issuer described in clause (i) above, all outstanding Notes will become due and payable without further action or notice. Holders of the Notes may not enforce the indenture or the Notes except as provided in the indenture. Subject to certain limitations, holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in such holders' interest.

        Subject to certain conditions, the holders of a majority in aggregate principal amount then outstanding of the Notes, by notice to the Trustee, may on behalf of the holders of all of the Notes waive any existing Default or Event of Default and its consequences under the indenture, except a continuing Default or Event of Default in the payment of interest or premium on, or principal of, the Notes.

        Any failure to perform, or breach of, any covenant or agreement pursuant to "—Certain Covenants—Reports" shall not be a Default or an Event of Default until the 121st day after we have received the notice referred to in clause (e) of the first paragraph above (at which point, unless cured or waived, such failure to perform or breach shall constitute an Event of Default). Prior to such 121st day, remedies against the Issuer for any such failure or breach will be limited to additional interest at a rate per year equal to 0.25% of the principal amount of such Notes from the 60th day following such notice to and including the 121st day following such notice.

        We will be required to deliver to the Trustee annually a statement regarding compliance with the indenture.

No Personal Liability of Directors, Owners, Employees, Incorporators and Stockholders

        No director, owner, officer, employee, incorporator or stockholder of us, the Guarantors or any of their Affiliates, as such, shall have any liability for any obligations of us, the Guarantors or any of their Affiliates under the Notes, the Guarantees or the indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. Such waiver may not be effective to waive liabilities under the federal securities laws and it is the view of the SEC that such a waiver is against public policy.

Legal Defeasance and Covenant Defeasance

        The indenture provides that with respect to the Notes, we may, at our option and at any time, elect to have all obligations discharged with respect to the outstanding Notes ("Legal Defeasance").

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Such Legal Defeasance means that we will be deemed to have paid and discharged the entire indebtedness, and satisfied all obligations and covenants under the indenture, except for:

        (a)   the rights of holders of outstanding Notes to receive payments in respect of the principal of, premium, if any, and interest on the Notes when such payments are due, or on the redemption date, as the case may be;

        (b)   our obligations with respect to the Notes concerning issuing temporary Notes, registration of Notes, mutilated, destroyed, lost or stolen Notes and the maintenance of an office or agency for payment and money for security payments held in trust;

        (c)   the rights, powers, trust, duties and immunities of the Trustee, and our obligations in connection therewith; and

        (d)   the Legal Defeasance provisions of the indenture.

        In addition, the indenture provides that with respect to the Notes, we may, at our option and at any time, elect to have all obligations released with respect to substantially all of the restrictive covenants that are described in the indenture, including, without limitation, under "—Change of Control" ("Covenant Defeasance") and thereafter any omission to comply with such obligations shall not constitute a Default or Event of Default with respect to the Notes. If Covenant Defeasance occurs, certain events (not including nonpayment, bankruptcy, receivership, rehabilitation and insolvency events) described under "Events of Default" will no longer constitute an Event of Default with respect to the Notes.

        In order to exercise either Legal Defeasance or Covenant Defeasance, the indenture provides that with respect to the Notes:

          (i)  we must irrevocably deposit with the Trustee, in trust, for the benefit of the holders of the Notes, cash in U.S. dollars, noncallable U.S. government obligations, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants selected by the Trustee, to pay the principal of, premium, if any, and interest on the outstanding Notes on the stated maturity or on the applicable optional redemption date, as the case may be;

         (ii)  in the case of Legal Defeasance, we shall have delivered to the Trustee an opinion of counsel in the United States reasonably acceptable to the Trustee confirming that:

        (A)  we have received from, or there has been published by, the IRS a ruling, or

        (B)  since the Issue Date, there has been a change in the applicable federal income tax law, in each case to the effect that, and based thereon such opinion of counsel shall confirm that, the holders of the Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance, and will be subject to federal income tax in the same amount, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;

        (iii)  in the case of Covenant Defeasance, we shall have delivered to the Trustee an opinion of counsel reasonably acceptable to such Trustee confirming that the holders of the Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;

        (iv)  no Default or Event of Default shall have occurred and be continuing on the date of such deposit;

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         (v)  such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, the indenture or any other material agreement or instrument to which we or any of our Subsidiaries is a party or by which we or any of our Subsidiaries is bound;

        (vi)  we shall have delivered to the Trustee an officers' certificate stating that the deposit was not made by us with the intent of preferring the holders of the Notes over any of our other creditors or with the intent of defeating, hindering, delaying or defrauding any of its other creditors or others; and

       (vii)  we shall have delivered to the Trustee an officers' certificate stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance relating to the Notes have been complied with.

Satisfaction and Discharge

        The indenture will be discharged and will cease to be of further effect (except as to surviving rights of registration of transfer or exchange of the Notes, as expressly provided for in the indenture) as to all outstanding Notes when:

        (1)   either:

        (a)   all the Notes, theretofore authenticated and delivered (except lost, stolen or destroyed Notes which have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by us and thereafter repaid to us or discharged from such trust) have been delivered to the Trustee for cancellation; or

        (b)   all Notes not theretofore delivered to the Trustee for cancellation have become due and payable or, within one year will become due and payable or subject to redemption as set forth above under the heading "—Optional Redemption" and we have irrevocably deposited or caused to be deposited with the Trustee funds in an amount sufficient to pay and discharge the entire Indebtedness on the Notes not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and interest on the Notes to the date of deposit together with irrevocable instructions from us directing the Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be;

        (2)   we have paid all other sums payable under the indenture by us; and

        (3)   we have delivered to the Trustee an officers' certificate and an opinion of counsel stating that all conditions precedent under the indenture relating to the satisfaction and discharge of the indenture have been complied with; provided, however, that such counsel may rely, as to matters of fact, on a certificate or certificates of our officers.

Amendment, Supplement and Waiver

        Except as provided in the next paragraph, the indenture, the Notes or the Guarantees or any amended or supplemented indenture may be amended or supplemented with the consent of the holders of at least a majority of the aggregate principal amount of Notes then outstanding (including consents obtained in connection with a tender offer or exchange offer for the Notes), and any existing Default or compliance with any provision of the indenture or the Notes may be waived with the consent of the holders of a majority of the aggregate principal amount of Notes then outstanding (including consents obtained in connection with a tender offer or exchange offer for the Notes).

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        Without the consent of each holder affected, however, an amendment or waiver may not (with respect to any Note held by a nonconsenting holder):

        (a)   reduce the aggregate principal amount of Notes whose holders must consent to an amendment, supplement or waiver;

        (b)   reduce the principal of or change the fixed maturity of any Note or alter the provisions with respect to the redemption of the Notes (other than as provided in clause (h) below);

        (c)   reduce the rate of or change the time for payment of interest on any Notes;

        (d)   waive a Default or Event of Default in the payment of principal of or premium, if any, or interest on the Notes (except a rescission of acceleration of the Notes by the holders of at least a majority in aggregate principal amount of the Notes and a waiver of the payment default that resulted from such acceleration);

        (e)   make any Note payable in money other than that stated in the Notes (other than as provided in clause (h) below);

        (f)    make any change in the provisions of the indenture relating to waivers of past Defaults or the rights of holders of Notes to receive payments of principal of or interest on the Notes;

        (g)   waive a redemption payment with respect to any Note;

        (h)   amend, change or modify in any material respect the obligation of the Issuer to make and consummate a Change of Control Offer in the event of a Change of Control after such Change of Control has occurred;

        (i)    release all or substantially all of the Guarantees of the Guarantors other than in accordance with "—Guarantees" above; or

        (j)    make any change in the foregoing amendment and waiver provisions.

        Notwithstanding the foregoing, without the consent of any holder of Notes, we, the Guarantors and the Trustee may amend or supplement the indenture, the Notes and the Guarantees or any amended or supplemental indenture to cure any ambiguity, defect or inconsistency; to provide for uncertificated Notes or Guarantees in addition to or in place of certificated Notes or Guarantees (provided that the uncertificated notes are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated notes are described in Section 163(f)(2)(B) of the Code); to provide for the assumption of the obligations of the Issuer or any Guarantor to holders of the Notes in the case of a merger or consolidation or sale of all or substantially all of our assets or such Guarantor's assets; to make any change that would provide any additional rights or benefits to the holders of the Notes or that does not adversely affect the rights under the indenture of any such holder; to provide for the issuance of additional Notes in accordance with the provisions set forth in the indenture; to evidence and provide for the acceptance of an appointment of a successor trustee; to add Guarantees with respect to the Notes; to conform the indenture or the Notes to this "Description of New Notes"; or to comply with requirements of the SEC in order to effect or maintain the qualification of the indenture under the Trust Indenture Act.

        Our obligations in respect of Change of Control Offer can be modified with the consent of the holders of a majority in aggregate principal amount of the Notes then outstanding at any time prior to the occurrence of a Change of Control. The consent of the holders of the Notes is not necessary under the indenture to approve the particular form of any proposed amendment; it is sufficient if such consent approves the substance of the proposed amendment.

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Concerning the Trustee

        The indenture contains certain limitations on the rights of the Trustee, if the Trustee becomes a creditor of us or our Subsidiaries, to obtain payment of claims in certain cases, or to realize on certain property received in respect of any such claim as security or otherwise. The Trustee will be permitted to engage in other transactions with the Issuer and its Subsidiaries; however, if the Trustee acquires any conflicting interest, it must eliminate such conflict within 90 days, apply to the SEC for permission to continue as Trustee or resign.

        With respect to the Notes, the holders of a majority in principal amount of the then outstanding Notes will have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee, subject to certain exceptions. The indenture provides that in case an Event of Default shall occur (which shall not be cured), the Trustee will be required, in the exercise of its power, to use the degree of care of a prudent person in the conduct of his or her own affairs. The Trustee will not be relieved from liabilities for its own negligent action, its own negligent failure to act or its own willful misconduct, except that:

          (i)  the Trustee shall not be liable for any error of judgment made in good faith, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and

         (ii)  the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to the first sentence of this paragraph.

        Subject to such provisions, the Trustee will be under no obligation to exercise any of its rights or powers under the indenture at the request of any holder of Notes, unless such holder shall have offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expense.

Certain Definitions

        Set forth below are certain defined terms used in the indenture. Reference is made to the indenture for a full disclosure of all such terms, as well as any other capitalized terms used herein for which no definition is provided.

"Acquired Debt" means, with respect to any specified person, Indebtedness of any other person existing at the time such other person merges with or into or becomes a Subsidiary of such specified person, or Indebtedness incurred by such person in connection with the acquisition of assets.

"Affiliate" of any specified person means any other person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified person. For purposes of this definition, "control" (including, with correlative meanings, the terms "controlling," "controlled by" and "under common control with"), as used with respect to any person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such person, whether through the ownership of voting securities, by agreement or otherwise.

        "Asset Acquisition" means (1) an Investment by the Issuer or any Restricted Subsidiary of the Issuer in any other person pursuant to which such person shall become a Restricted Subsidiary of the Issuer or any Restricted Subsidiary of the Issuer, or shall be merged with or into the Issuer or any Restricted Subsidiary of the Issuer, or (2) the acquisition by the Issuer or any Restricted Subsidiary of the Issuer of the assets of any person (other than a Restricted Subsidiary of the Issuer) which constitute all or substantially all of the assets of such person or comprises any division or line of business of such person.

        "Asset Sale" means any sale, issuance, conveyance, transfer, lease, assignment or other disposition by the Issuer or any Restricted Subsidiary to any person other than the Issuer or any Restricted Subsidiary (including by means of a merger or consolidation or through the issuance or sale of Equity Interests of Restricted Subsidiaries (other than Preferred Equity Interests of Restricted Subsidiaries

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issued in compliance with the covenant described under "—Certain Covenants—Limitation on Incurrence of Indebtedness")) (collectively, for purposes of this definition, a "transfer"), in one transaction or a series of related transactions, of any assets of the Issuer or any of its Restricted Subsidiaries (other than sales of inventory and other transfers in the ordinary course of business). For purposes of this definition, the term "Asset Sale" shall not include:

        (a)   transfers of cash or Cash Equivalents;

        (b)   transfers of assets of the Issuer (including Equity Interests) that are governed by, and made in accordance with, the first paragraph of the covenant described under "—Certain Covenants—Merger, Consolidation or Sale of Assets";

        (c)   Permitted Investments and Restricted Payments permitted under the covenant described under "—Certain Covenants—Limitation on Restricted Payments";

        (d)   the creation of or realization on any Lien permitted under the indenture;

        (e)   transfers of damaged, worn-out or obsolete equipment or assets that, in the Issuer's reasonable judgment, are no longer used or useful in the business of the Issuer or its Restricted Subsidiaries;

        (f)    sales or grants of licenses or sublicenses to use the patents, trade secrets, know-how and other intellectual property, and licenses, leases or subleases of other assets, of the Issuer or any Restricted Subsidiary to the extent not materially interfering with the business of Issuer and the Restricted Subsidiaries;

        (g)   any transfer or series of related transfers that, but for this clause, would be Asset Sales, if the aggregate fair market value of the assets transferred in such transaction or series of related transactions does not exceed $5.0 million; and

        (h)   the Spin-Off and transfers of assets to Affiliates of the Issuer prior to the Spin-Off pursuant to the Transactions that are consistent with the pro forma financial information in, or otherwise described in, or contemplated by, the Offering Memorandum.

        "Board of Directors" means:

        (1)   with respect to a corporation, the board of directors of the corporation or, except in the context of the definition of "Change of Control," a duly authorized committee thereof;

        (2)   with respect to a partnership, the Board of Directors of the general partner of the partnership; and

        (3)   with respect to any other person, the board or committee of such person serving a similar function.

        "Capital Lease Obligations" means, as to any person, the obligations of such person under a lease that are required to be classified and accounted for as capital lease obligations under GAAP and, for purposes of this definition, the amount of such obligations at the time any determination thereof is to be made shall be the amount of the liability in respect of a capital lease that would at such time be so required to be capitalized on a balance sheet in accordance with GAAP.

        "Capital Stock" means any and all shares, interests, participations, rights or other equivalents, however designated, of corporate stock or partnership or membership interests, whether common or preferred.

        "Cash Equivalents" means:

        (a)   United States dollars;

        (b)   Government Securities having maturities of not more than twelve (12) months from the date of acquisition;

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        (c)   certificates of deposit, time deposits and eurodollar time deposits with maturities of one year or less from the date of acquisition, bankers' acceptances with maturities not exceeding one year and overnight bank deposits, in each case with any commercial bank having capital and surplus in excess of $500.0 million;

        (d)   repurchase obligations with a term of not more than seven days for underlying securities of the types described in clauses (b) and (c) entered into with any financial institution meeting the qualifications specified in clause (c) above;

        (e)   commercial paper issued by any issuer bearing at least a "2" rating for any short-term rating provided by Moody's or S&P and maturing within two hundred seventy (270) days of the date of acquisition;

        (f)    variable or fixed rate notes issued by any issuer rated at least AA by S&P (or the equivalent thereof) or at least Aa2 by Moody's (or the equivalent thereof) and maturing within one (1) year of the date of acquisition;

        (g)   money market funds or programs (x) offered by any commercial or investment bank having capital and surplus in excess of $500 million at least 95% of the assets of which constitute Cash Equivalents of the kinds described in clauses (a) through (f) of this definition, (y) offered by any other nationally recognized financial institution (i) at least 95% of the assets of which constitute Cash Equivalents of the kinds described in clauses (a) through (f), (ii) are rated AAA and (iii) the fund is at least $4 billion or (z) registered under the Investment Company Act of 1940, as amended, that are administered by reputable financial institutions having capital and surplus of at least $500.0 million and the portfolios of which are limited to investments of the character described in the foregoing subclauses hereof; and

        (h)   in the case of any Foreign Subsidiary, high quality short-term investments which are customarily used for cash management purposes in any country in which such Foreign Subsidiary operates.

        "Change of Control" means the occurrence of one or more of the following events:

        (a)   the acquisition of ownership, directly or indirectly, beneficially or of record, by any person or group (within the meaning of the Exchange Act and the rules of the SEC thereunder as in effect on the date of the indenture) other than one or more Permitted Holders of Equity Interests representing more than 50% (on a fully diluted basis) of the total voting power represented by the issued and outstanding Equity Interests of the Issuer then entitled to vote in the election of the Board of Directors of the Issuer generally;

        (b)   during any period of twelve (12) consecutive months, (i) as long as Issuer remains a Subsidiary of Parent, a majority of the members of the Board of Directors of Parent ceases to be composed of individuals who were either (1) nominated by the Board of Directors of Parent with the affirmative vote of a majority of the members of said Board of Directors at the time of such nomination or election or (2) appointed by directors so nominated or elected or appointed by Permitted Holders; or (ii) if the Issuer ceases to be a Subsidiary of Parent a majority of the members of the Board of Directors of the Issuer ceases to be composed of individuals who were either (1) nominated by the Board of Directors of the Issuer with the affirmative vote of a majority of the members of said Board of Directors at the time of such nomination or election or (2) appointed by directors so nominated or elected or appointed by Permitted Holders; or

        (c)   there shall be consummated any share exchange, consolidation or merger of Parent (so long as Issuer remains a Subsidiary of Parent) or the Issuer pursuant to which either Parent's or the Issuer's Equity Interests entitled to vote in the election of the Board of Directors of either Parent or the Issuer generally would be converted into cash, securities or other property, or Parent

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(so long as Issuer remains a Subsidiary of Parent) or the Issuer sells, assigns, conveys, transfers, leases or otherwise disposes of all or substantially all of its assets, in each case other than pursuant to a share exchange, consolidation or merger of either Parent or the Issuer in which Permitted Holders or the holders of either Parent's or the Issuer's Equity Interests entitled to vote in the election of the Board of Directors of either Parent or the Issuer generally immediately prior to the share exchange, consolidation or merger have, directly or indirectly, at least a majority of the total voting power in the aggregate of all classes of Equity Interests of the continuing or surviving entity entitled to vote in the election of the Board of Directors of such person generally immediately after the share exchange, consolidation or merger.

        Notwithstanding the foregoing, a transaction will not be deemed to involve a Change of Control if (1) Parent becomes a direct or indirect wholly-owned subsidiary (the "Sub Entity") of a holding company and (2) holders of securities that represented 100% of the voting power of the Equity Interests of Parent immediately prior to such transaction (or other securities into which such securities are converted as part of such merger or consolidation transaction) own directly or indirectly at least a majority of the voting power of the Equity Interests of such holding company (and no person or group other than a Permitted Holder owns, directly or indirectly, a majority of the voting power of the Equity Interests of such holding company); provided that, upon the consummation of any such transaction, "Change of Control" shall thereafter include any Change of Control of any direct or indirect parent of the Sub Entity.

        "Consolidated Cash Flow" means, with respect to any person for any period, the Consolidated Net Income of such person for such period (i) plus, to the extent deducted in computing Consolidated Net Income:

        (a)   provision for taxes based on income or profits;

        (b)   Consolidated Interest Expense; and

        (c)   Consolidated Non-Cash Charges of such person for such period;

(ii) minus, to the extent not excluded from the calculation of Consolidated Net Income, non-cash gain or income of such person for such period (except to the extent representing an accrual for future cash receipts).

        "Consolidated Interest Expense" means, with respect to any person for any period, consolidated interest expense of such person for such period, whether paid or accrued, including amortization of original issue discount and deferred financing costs, noncash interest payments and the interest component of Capital Lease Obligations, on a consolidated basis determined in accordance with GAAP; provided, however, that with respect to the calculation of the consolidated interest expense of the Issuer, the interest expense of Unrestricted Subsidiaries shall be excluded.

        "Consolidated Net Income" means, with respect to any person for any period, the aggregate of the Net Income of such person and its Restricted Subsidiaries for such period, on a consolidated basis, determined in accordance with GAAP; provided, however, that:

        (a)   the Net Income of any person that is not a Subsidiary or that is accounted for by the equity method of accounting shall be included only to the extent of the amount of dividends or distributions paid in cash to the referent person, in the case of a gain, or to the extent of any contributions or other payments by the referent person, in the case of a loss;

        (b)   the Net Income of any person that is a Subsidiary that is not a Restricted Subsidiary shall be included only to the extent of the amount of dividends or distributions paid in cash to the referent person;

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        (c)   solely for purposes of the covenant described under "—Certain Covenants—Limitation on Restricted Payments," the Net Income of any Subsidiary of such person that is not a Guarantor shall be excluded to the extent that the declaration or payment of dividends or similar distributions is not at the time permitted by operation of the terms of its charter or bylaws or any other agreement, instrument, judgment, decree, order, statute, rule or government regulation to which it is subject;

        (d)   the cumulative effect of a change in accounting principles shall be excluded;

        (e)   any after-tax effect of income (loss) (x) from the early extinguishment of Indebtedness or Hedging Obligations or other derivative instruments, (y) sales or dispositions of assets (other than in the ordinary course of business), or (z) that is extraordinary or non-recurring shall be excluded;

        (f)    any non-cash compensation expense recorded from grants of stock appreciation or similar rights, stock options, restricted stock or other rights shall be excluded;

        (g)   any non-cash impairment charge or asset write-off, in each case pursuant to GAAP, and the amortization of intangibles pursuant to GAAP shall be excluded;

        (h)   any fees, expenses and other charges in connection with the Transactions or any acquisition, investment, asset disposition, issuance or repayment of debt, issuance of Equity Interests, refinancing transaction or amendment or other modification of any debt instrument shall be excluded; and

        (i)    gains and losses resulting solely from fluctuations in foreign currencies shall be excluded.

        "Consolidated Non-Cash Charges" means, with respect to any person for any period, the aggregate depreciation, amortization, impairment, compensation, rent, other non-cash expenses and write-offs and write-downs of assets of such person and its Restricted Subsidiaries for such period on a consolidated basis and otherwise determined in accordance with GAAP, but excluding any such charge which consists of or requires an accrual of, or cash reserve for, anticipated cash charges for any future period.

        "Consolidated Secured Indebtedness Leverage Ratio" means, as of any date of determination, the ratio of (1) the Total Secured Debt as of such date of determination to (2) Consolidated Cash Flow of the Issuer for the period of the most recent four consecutive fiscal quarters for which internal financial statements are available, with such pro forma and other adjustments to each of Total Secured Debt and Consolidated Cash Flow as are appropriate and consistent with the pro forma and other adjustment provisions set forth in the definition of Consolidated Total Indebtedness Leverage Ratio.

        "Consolidated Senior Indebtedness Leverage Ratio" means, as of any date of determination, the ratio of (1) Total Senior Debt as of such date of determination to (2) Consolidated Cash Flow of the Issuer for the period of the most recent four consecutive fiscal quarters for which internal financial statements are available, with such pro forma and other adjustments to each of Total Senior Debt and Consolidated Cash Flow as are appropriate and consistent with the pro forma and other adjustment provisions set forth in the definition of Consolidated Total Indebtedness Leverage Ratio.

        "Consolidated Total Assets" shall mean, as of any date of determination for any person, the total assets of such person and its Subsidiaries on a consolidated basis, as shown on the most recent balance sheet of such person immediately preceding such date of determination.

        "Consolidated Total Indebtedness Leverage Ratio" means, as of any date of determination, the ratio of (1) Total Indebtedness as of such date of determination to (2) Consolidated Cash Flow of the Issuer for the period of the most recent four consecutive fiscal quarters for which internal financial statements are available (the "Measurement Period") ending prior to the date of the transaction giving rise to the need to calculate the Consolidated Total Indebtedness Leverage Ratio (the "Transaction Date"). In addition to and without limitation of the foregoing, for purposes of this definition, "Indebtedness" and

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"Consolidated Cash Flow" shall be calculated after giving effect on a pro forma basis for the period of such calculation to:

        (1)   the incurrence or repayment of any Indebtedness of such person or any of its Restricted Subsidiaries (and the application of the proceeds thereof) giving rise to the need to make such calculation and any incurrence or repayment of other Indebtedness (and the application of the proceeds thereof), other than the incurrence or repayment of Indebtedness in the ordinary course of business to finance working capital needs pursuant to working capital facilities, occurring during the Measurement Period or at any time subsequent to the last day of the Measurement Period and on or prior to the Transaction Date, as if such incurrence or repayment, as the case may be (and the application of the proceeds thereof), occurred on the first day of the Measurement Period; and

        (2)   any Asset Sales or other dispositions or Asset Acquisitions (including, without limitation, any Asset Acquisition giving rise to the need to make such calculation as a result of such person or one of its Restricted Subsidiaries (including any person who becomes a Restricted Subsidiary as a result of the Asset Acquisition) incurring, assuming or otherwise being liable for Acquired Debt and also including any Consolidated Cash Flow (including any Pro Forma Cost Savings) attributable to the assets which are the subject of the Asset Acquisition or Asset Sale or other disposition during the Measurement Period) occurring during the Measurement Period or at any time subsequent to the last day of the Measurement Period and on or prior to the Transaction Date, as if such Asset Sale or other disposition or Asset Acquisition (including the incurrence, assumption or liability for any such Acquired Debt) occurred on the first day of the Measurement Period.

        "Credit Agreement" means the credit agreement dated as of July 25, 2008, by and among the Issuer, as borrower, the lenders party thereto from time to time, Wachovia Bank, National Association, as administrative agent, and Barclays Capital, as syndication agent, together with the related documents thereto (including, without limitation, any guarantee agreements and security documents) as such agreement or facility may be amended (including any amendment and restatement thereof), supplemented or otherwise modified from time to time, including any agreement exchanging, extending the maturity of, refinancing, renewing, replacing, substituting or otherwise restructuring, whether in the bank or debt capital markets (or combination thereof) (including increasing the amount of available borrowings thereunder or adding Subsidiaries as additional borrowers or guarantors thereunder) all or any portion of the Indebtedness under such agreement or facility or any successor or replacement agreement or facility.

        "Credit Facilities" means one or more credit agreements or debt facilities to which the Issuer and/or one or more of its Restricted Subsidiaries is party from time to time (including without limitation the Credit Agreement), in each case with banks, investment banks, insurance companies, mutual funds or other lenders or institutional investors providing for revolving credit loans, term loans, debt securities, bankers acceptances, receivables financing (including through the sale of receivables to such lenders or to special purpose entities formed to borrow from such lenders against such receivables) or letters of credit, in each case as such agreements or facilities may be amended (including any amendment and restatement thereof), supplemented or otherwise modified from time to time, including any agreement exchanging, extending the maturity of, refinancing, renewing, replacing, substituting or otherwise restructuring, whether in the bank or debt capital markets (or combination thereof) (including increasing the amount of available borrowings thereunder or adding Subsidiaries as additional borrowers or guarantors thereunder) all or any portion of the Indebtedness under such agreement or facility or any successor or replacement agreement or facility.

        "Default" means any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default.

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        "Disqualified Stock" means any Capital Stock which, by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable), or upon the happening of any event, matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at the option of the holder thereof, in whole or in part, on or prior to the date on which the Notes mature; provided, however, that any such Capital Stock may require the issuer of such Capital Stock to make an offer to purchase such Capital Stock upon the occurrence of certain events if the terms of such Capital Stock provide that such an offer may not be satisfied and the purchase of such Capital Stock may not be consummated until the 91st day after the purchase of the Notes as required under "—Change of Control."

        "Domestic Cash Amount" means the amount of cash and Cash Equivalents reflected in the bank statements of the Issuer and its Domestic Subsidiaries immediately after giving effect to the Transactions, in an aggregate amount not to exceed $50.0 million.

        "Domestic Restricted Subsidiaries" shall mean all Restricted Subsidiaries that are Domestic Subsidiaries.

        "Domestic Subsidiary" shall mean any Subsidiary other than a Foreign Subsidiary.

        "Eligible Institution" means a commercial banking institution that has combined capital and surplus of not less than $500.0 million or its equivalent in foreign currency, whose debt is rated by at least two nationally recognized statistical rating organizations in one of each such organization's four highest generic rating categories at the time as of which any investment or rollover therein is made.

        "Equity Interests" means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security that is convertible into, or exchangeable for, Capital Stock).

        "Existing Indebtedness" means any Indebtedness (other than the Notes and the Guarantees) of the Issuer and its Subsidiaries in existence on the Issue Date after giving effect to the use of proceeds from the offering contemplated by the Offering Memorandum until such amounts are repaid.

        "Foreign Cash Amount" means the amount of cash and Cash Equivalents reflected in the bank statements of the Issuer's Foreign Subsidiaries immediately after giving effect to the Transactions and, to the extent such amount is repatriated, net of all applicable taxes in connection with such repatriation, in an aggregate amount not to exceed $70.0 million.

        "Foreign Currency Obligations" means, with respect to any person, the obligations of such person pursuant to any foreign exchange contract, currency swap agreement or other similar agreement or arrangement designed to protect the Issuer or any Restricted Subsidiary of the Issuer against fluctuations in currency values.

        "Foreign Subsidiaries" shall mean (i) any Subsidiary that is not incorporated, formed or organized under the laws of the United States of America, any State thereof or the District of Columbia and (ii) any Subsidiary of a Subsidiary described in the foregoing clause (i).

        "GAAP" means United States generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as may be approved by a significant segment of the accounting profession of the United States, which are applicable as of the date of determination; provided that, except as otherwise specifically provided, all calculations made for purposes of determining compliance with the terms of the provisions of the indenture shall utilize GAAP as in effect on the Issue Date.

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        "Government Securities" means direct obligations of, or obligations guaranteed or insured by, the United States or any agency or instrumentality thereof for the payment of which guarantee or obligations the full faith and credit of the United States is pledged.

        "guarantee" means a guarantee (other than by endorsement of negotiable instruments for collection in the ordinary course of business), direct or indirect, in any manner (including, without limitation, letters of credit and reimbursement agreements in respect thereof), of all or any part of any Indebtedness.

        "Guarantee" means a guarantee by a Guarantor of the Notes.

        "Hedging Obligations" means, with respect to any person, the obligations of such person pursuant to any arrangement with any other person, whereby, directly or indirectly, such person is entitled to receive from time to time periodic payments calculated by applying either floating or a fixed rate of interest on a stated notional amount in exchange for periodic payments made by such other person calculated by applying a fixed or a floating rate of interest on the same notional amount and shall include, without limitation, interest rate swaps, caps, floors, collars and similar agreements designed to protect such person against fluctuations in interest rates.

        "holder" means, with respect to any Note, the person in whose name such Note is registered.

        "IAC" means IAC/InterActiveCorp, a Delaware corporation.

        "Indebtedness" means, with respect to any person, any indebtedness of such person, whether or not contingent, in respect of borrowed money or evidenced by bonds, notes, debentures or similar instruments or letters of credit (or reimbursement agreements in respect thereof, but excluding, in any case, any undrawn letters of credit) or representing the balance deferred and unpaid of the purchase price of any property (including pursuant to capital leases) or representing any Hedging Obligations or Foreign Currency Obligations, except any such balance that constitutes an accrued expense or trade payable, if and to the extent any of the foregoing (other than Hedging Obligations or Foreign Currency Obligations) would appear as a liability upon a balance sheet of such person prepared in accordance with GAAP, and also includes, to the extent not otherwise included, the amount of all obligations of such person with respect to the redemption, repayment or other repurchase of any Disqualified Stock or, with respect to any Restricted Subsidiary of such person, the liquidation preference with respect to, any Preferred Equity Interests (but excluding, in each case, any accrued dividends) as well as the guarantee of items that would be included within this definition.

        "Independent Financial Advisor" means a person or entity which, in the judgment of the Board of Directors of the Issuer, is independent and otherwise qualified to perform the task for which it is to be engaged.

        "Investment Grade" designates a rating of BBB- or higher by S&P or Baa3 or higher by Moody's or the equivalent of such ratings by S&P or Moody's. In the event that the Issuer shall select any other Rating Agency, the equivalent of such ratings by such Rating Agency shall be used.

        "Investments" means, with respect to any person, all investments by such person in other persons (including Affiliates) in the forms of loans (including guarantees), advances or capital contributions, purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities and all other items that are or would be classified as investments on a balance sheet prepared in accordance with GAAP (excluding accounts receivable, deposits and prepaid expenses in the ordinary course of business, endorsements for collection or deposits arising in the ordinary course of business, guarantees and intercompany notes permitted by "—Certain Covenants—Limitation on Incurrence of Indebtedness," and commission, travel and similar advances to officers and employees made in the ordinary course of business). For purposes of the covenant described under "—Certain Covenants—Limitation on Restricted Payments," the sale of Equity Interests of a person that is a Restricted

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Subsidiary following which such person ceases to be a Subsidiary shall be deemed to be an Investment by the Issuer in an amount equal to the fair market value of the Equity Interests of such person held by the Issuer and its Restricted Subsidiaries immediately following such sale.

        "Issue Date" means August 19, 2008.

        "Lien" means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law (including any conditional sale or other title retention agreement and any lease in the nature thereof).

        "Marketable Securities" means: (a) Government Securities; (b) any certificate of deposit maturing not more than 365 days after the date of acquisition issued by, or time deposit of, an Eligible Institution; (c) commercial paper maturing not more than 365 days after the date of acquisition issued by a corporation (other than an Affiliate of the Issuer) with a rating by at least two nationally recognized statistical rating organizations in one of each such organization's four highest generic rating categories at the time as of which any investment therein is made, issued or offered by an Eligible Institution; (d) any bankers' acceptances or money market deposit accounts issued or offered by an Eligible Institution and (e) any fund investing exclusively in investments of the types described in clauses (a) through (d) above.

        "Net Income" means, with respect to any person, the net income (loss) of such person, determined in accordance with GAAP.

        "Net Proceeds" means the aggregate cash proceeds received by the Issuer or any of its Restricted Subsidiaries, as the case may be, in respect of any Asset Sale, net of the direct costs relating to such Asset Sale (including, without limitation, legal, accounting and investment banking fees, and sales commissions) and any relocation expenses incurred as a result thereof, taxes paid or payable as a result thereof (estimated reasonably and in good faith by the Issuer and after taking into account any available tax credits or deductions and any tax sharing arrangements), amounts required to be applied to the repayment of Indebtedness secured by a Lien on the asset or assets that are the subject of such Asset Sale, any reserve for adjustment in respect of the sale price of such asset or assets and any reserve in accordance with GAAP against any liabilities associated with the asset disposed of in such Asset Sale and retained by the Issuer or any of its Subsidiaries after such Asset Sale (provided that at such time as such reserve is no longer necessary, any such cash amounts shall be deemed to be "Net Proceeds"), including pension and other post-employment benefit liabilities and liabilities related to environmental matters, or against any indemnification obligations associated with such Asset Sale. Net Proceeds shall exclude any noncash proceeds received from any Asset Sale, but shall include such proceeds when and as converted by the Issuer or any Restricted Subsidiary to cash.

        "Obligations" means any principal, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities payable under the documentation governing any Indebtedness.

        "Offering Memorandum" means the offering memorandum provided to the initial purchaser of the notes and the IAC Noteholders receiving the notes pursuant to the Exchange Agreement.

        "Permitted Business" means the businesses of the Issuer and its Restricted Subsidiaries conducted (or proposed to be conducted) on the Issue Date and any business reasonably related, ancillary or complementary thereto and any reasonable extension or evolution of any of the foregoing.

        "Permitted Holder" means each of (a) prior to the Spin-Off, IAC and its Subsidiaries, (b) Parent, (c) any person who acquires beneficial ownership of Equity Interests of the Issuer in a transaction constituting a Change of Control as to which a Change of Control Offer is consummated and (d) any Affiliate of the foregoing formed by such person for purposes of holding its equity investment in the Issuer or Parent (but excluding any other portfolio company of any such person).

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        "Permitted Investments" means:

        (a)   Investments in the Issuer or in a Restricted Subsidiary;

        (b)   Investments in Cash Equivalents and Marketable Securities;

        (c)   any guarantee of obligations of the Issuer or a Restricted Subsidiary permitted by the covenant described under "—Certain Covenants—Limitation on Incurrence of Indebtedness";

        (d)   Investments by the Issuer or any of its Subsidiaries in a person if, as a result of such Investment: (i) such person becomes a Restricted Subsidiary or (ii) such person is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, the Issuer or a Restricted Subsidiary;

        (e)   Investments received in settlement of debts created in the ordinary course of business and owing to the Issuer or any of its Restricted Subsidiaries, in satisfaction of judgments or as payment on a claim made in connection with any bankruptcy, liquidation, receivership or other insolvency proceeding;

        (f)    Investments in existence on the Issue Date;

        (g)   Investments in any person to the extent such Investment represents the non-cash portion of the consideration received for an Asset Sale that was made pursuant to and in compliance with the covenant described under "—Certain Covenants—Limitation on Asset Sales" or for an asset disposition that does not constitute an Asset Sale;

        (h)   loans or advances or other similar transactions with customers, distributors, clients, developers, suppliers or purchasers or sellers of goods or services, in each case, in the ordinary course of business, regardless of frequency;

        (i)    other Investments in an amount not to exceed the greater of (x) $25.0 million and (y) 2.5% of Consolidated Total Assets outstanding at any time for all such Investments made after the Issue Date, plus, so long as no Default or Event of Default shall have occurred or be continuing, each of (x) the Domestic Cash Amount and (y) the Foreign Cash Amount;

        (j)    any Investment solely in exchange for the issuance of the Issuer's Qualified Capital Stock;

        (k)   any investment in connection with Hedging Obligations and Foreign Currency Obligations otherwise permitted under the indenture;

        (l)    Investments in joint ventures in an amount not to exceed the greater of (x) $25.0 million and (y) 2.5% of Consolidated Total Assets outstanding at any time;

        (m)  any contribution of any Investment in a joint venture or partnership that is not a Restricted Subsidiary to a person that is not a Restricted Subsidiary in exchange for an Investment in the person to whom such contribution is made; and

        (n)   Investments consisting of guarantees of Indebtedness in reliance on clause (14) of the second paragraph of the covenant described under "—Certain Covenants—Limitation on Incurrence of Indebtedness."

        "Permitted Liens" means:

        (a)   Liens securing the Notes and Liens securing any Guarantee;

        (b)   Liens securing (x) Indebtedness under any Credit Facility (and related Hedging Obligations and cash management obligations to the extent such Liens arise under the definitive documentation governing such Indebtedness and the incurrence of such obligations is not otherwise prohibited by the indenture) permitted by clause (2) of the second paragraph of the

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covenant described under "—Certain Covenants—Limitation on Incurrence of Indebtedness" and (y) other Indebtedness permitted under "—Certain Covenants—Limitation on Incurrence of Indebtedness"; provided that in the case of any such Indebtedness described in this subclause (y), such Indebtedness, when aggregated with the amount of Indebtedness of the Issuer and the Guarantors (other than Parent) which is secured by a Lien, does not cause the Consolidated Secured Indebtedness Leverage Ratio to exceed 1.50 to 1.0 as of the last day of the most recent quarter for which internal financial statements are available on the date such Indebtedness is incurred;

        (c)   Liens securing (i) Hedging Obligations and Foreign Currency Obligations permitted to be incurred under the covenant described under "—Certain Covenants—Limitations on Incurrence of Indebtedness" and (ii) cash management obligations not otherwise prohibited by the indenture;

        (d)   Liens securing Purchase Money Indebtedness permitted under clause (6) of the second paragraph of the covenant described under "—Certain Covenants—Limitation on Incurrence of Indebtedness"; provided that such Liens do not extend to any assets of the Issuer or its Restricted Subsidiaries other than the assets so acquired, constructed, installed or improved, products and proceeds thereof and insurance proceeds with respect thereto;

        (e)   Liens on property of a person existing at the time such person is merged into or consolidated with the Issuer or any of its Restricted Subsidiaries; provided that such Liens were not incurred in connection with, or in contemplation of, such merger or consolidation and do not apply to any assets other than the assets of the person acquired in such merger or consolidation;

        (f)    Liens on property of an Unrestricted Subsidiary at the time that it is designated as a Restricted Subsidiary pursuant to the definition of "Unrestricted Subsidiary"; provided that such Liens were not incurred in connection with, or contemplation of, such designation;

        (g)   Liens on property existing at the time of acquisition thereof by the Issuer or any Restricted Subsidiary of the Issuer; provided that such Liens were not incurred in connection with, or in contemplation of, such acquisition and do not extend to any assets of the Issuer or any of its Restricted Subsidiaries other than the property so acquired, constructed, installed or improved, products and proceeds thereof and insurance proceeds with respect thereto;

        (h)   Liens to secure the performance of statutory obligations, surety or appeal bonds or performance bonds, or landlords', carriers', warehousemen's, mechanics', suppliers', materialmen's or other like Liens, in any case incurred in the ordinary course of business and with respect to amounts not yet delinquent or being contested in good faith by appropriate process of law, if a reserve or other appropriate provision, if any, as is required by GAAP is made therefor;

        (i)    Liens existing on the Issue Date;

        (j)    Liens for taxes, assessments or governmental charges or claims that are not yet delinquent or that are being contested in good faith by appropriate proceedings; provided that any reserve or other appropriate provision as shall be required in conformity with GAAP is made therefor;

        (k)   Liens securing Indebtedness permitted under clause (10) of the second paragraph of the covenant described under "—Certain Covenants—Limitation on Incurrence of Indebtedness"; provided that such Liens shall not extend to assets other than the assets that secure such Indebtedness being refinanced;

        (l)    Liens (other than Liens created or imposed under ERISA) incurred or deposits made by the Issuer or any of its Restricted Subsidiaries in the ordinary course of business in connection with workers' compensation, unemployment insurance and other types of social security, or to secure the performance of tenders, statutory obligations, bids, leases, government contracts,

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performance and return-of-money bonds and other similar obligations (exclusive of obligations for the payment of borrowed money);

        (m)  easements, rights-of-way, covenants, restrictions (including zoning restrictions), minor defects or irregularities in title and other similar charges or encumbrances not, in any material respect, impairing the use of the encumbered property for its intended purposes;

        (n)   licenses, sublicenses, leases or subleases granted to others not interfering in any material respect with the business of the Issuer or its Restricted Subsidiaries;

        (o)   Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods and Liens deemed to exist in connection with Investments in repurchase agreements that constitute Cash Equivalents;

        (p)   normal and customary rights of setoff upon deposits of cash in favor of banks or other depository institutions;

        (q)   Liens of a collection bank arising under Section 4-210 of the Uniform Commercial Code on items in the course of collection;

        (r)   Liens not provided for in clauses (a) through (q) above so long as the Notes are secured by the assets subject to such Liens on an equal and ratable basis or on a basis prior to such Liens; provided that to the extent that such Lien secures Indebtedness that is subordinated to the Notes, such Lien shall be subordinated to and be later in priority than the Notes on the same basis;

        (s)   Liens securing Indebtedness of any Foreign Subsidiary incurred in accordance with clause (15) of the covenant entitled "—Limitation on Incurrence of Indebtedness";

        (t)    Liens in favor of the Issuer or any Guarantor;

        (u)   Liens securing reimbursement obligations with respect to commercial letters of credit which solely encumber goods and/or documents of title and other property relating to such letters of credit and products and proceeds thereof;

        (v)   extensions, renewals or refundings of any Liens referred to in clauses (e), (g) or (i) above; provided that any such extension, renewal or refunding does not extend to any assets or secure any Indebtedness not securing or secured by the Liens being extended, renewed or refinanced; and

        (w)  other Liens securing Indebtedness that is permitted by the terms of the Indenture to be outstanding having an aggregate principal amount at any one time outstanding not to exceed $40.0 million.

        "Preferred Equity Interest" in any person, means an Equity Interest of any class or classes (however designated) which is preferred as to the payment of dividends or distributions, or as to the distribution of assets upon any voluntary or involuntary liquidation or dissolution of such person, over Equity Interests of any other class in such person.

        "Pro Forma Cost Savings" means, with respect to any period, the reduction in net costs and expenses and related adjustments that (i) were directly attributable to an acquisition, merger, consolidation or disposition that occurred during the four-quarter reference period or subsequent to the four-quarter reference period and on or prior to the date of determination and calculated on a basis that is consistent with Regulation S-X under the Securities Act as in effect and applied as of the date of the indenture, (ii) were actually implemented by the business that was the subject of any such acquisition, merger, consolidation or disposition within 12 months after the date of the acquisition, merger, consolidation or disposition and prior to the date of determination that are supportable and quantifiable by the underlying accounting records of such business or (iii) relate to the business that is the subject of any such acquisition, merger, consolidation or disposition and that are probable in the

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reasonable judgment of the Issuer based upon specifically identifiable actions to be taken within 12 months of the date of the acquisition, merger, consolidation or disposition (regardless of whether such cost savings or operating improvements could then be reflected in pro forma financial statements in accordance with Regulation S-X under the Securities Act or any other regulation or policy related thereto) and, in the case of each of (i), (ii) and (iii), are described, as provided below, in an officers' certificate, as if all such reductions in costs had been effected as of the beginning of such period. Pro Forma Cost Savings described above shall be accompanied by an officers' certificate delivered to the Trustee from the chief financial officer or chief accounting officer of the Issuer that outlines the actions taken or to be taken, the net cost savings or operating improvements achieved or expected to be achieved from such actions and that, in the case of clause (iii) above, such savings have been determined by the Issuer to be probable.

        "Purchase Money Indebtedness" means Indebtedness (including Capital Lease Obligations) incurred (within 365 days of such purchase) to finance or refinance the purchase (including in the case of Capital Lease obligations the lease), construction, installation or improvement of any assets used or useful in a Permitted Business (whether through the direct purchase of assets or through the purchase of Capital Stock of any person owning such assets); provided that the amount of Indebtedness thereunder does not exceed 100% of the purchase cost of such assets and costs incurred in such construction, installation or improvement.

        "Qualified Capital Stock" means any Capital Stock of the Issuer that is not Disqualified Stock.

        "Rating Agencies" means:

        (a)   S&P;

        (b)   Moody's; or

        (c)   if S&P or Moody's or both shall not make a rating of the Notes publicly available, a nationally recognized securities rating agency or agencies, as the case may be, selected by the Issuer, which shall be substituted for S&P or Moody's or both, as the case may be.

        "Restricted Investment" means an Investment other than a Permitted Investment.

        "Restricted Subsidiary" or "Restricted Subsidiaries" means any Subsidiary, other than Unrestricted Subsidiaries.

        "Secured Indebtedness" means any Indebtedness secured by a Lien on any assets of the Issuer or any Domestic Subsidiary that is a Restricted Subsidiary.

        "Significant Subsidiary" means any Subsidiary that would be a "significant subsidiary" as defined in Article 1, Rule 1-02 of Regulation S-X promulgated pursuant to the Securities Act, as such regulation is in effect on the date of the indenture.

        "Specified Affiliate Payments" means (i) amounts paid by us or any of our Subsidiaries to IAC or Parent or any other person with which the Issuer is (or, prior to the Spin-Off, was) included in a consolidated, combined or unitary tax return equal to the amount of federal, state and local income taxes payable in respect of the Issuer's income and the income of its Subsidiaries, and any payments made in accordance with any tax allocation or tax sharing agreement to the extent not inconsistent with the terms described in the offering memorandum between us and IAC entered into in connection with the Transactions and (ii) amounts paid by the Issuer or any of its Subsidiaries to IAC (or any of its Affiliates) pursuant to any agreement between the Issuer (or any of its Subsidiaries) and IAC (or any of its Affiliates) entered into in connection with the Spin-Off.

        "Spin-Off" means the distribution of shares of Parent to the shareholders of IAC as described in this prospectus.

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        "Subordinated Indebtedness" means Indebtedness of the Issuer or any Restricted Subsidiary that is expressly subordinated in right of payment to the Notes or the Guarantees, as the case may be.

        "Subsidiary" or "Subsidiaries" means, with respect to any person, any corporation, limited liability company, association or other business entity of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by such person or one or more of the other Subsidiaries of such person or a combination thereof.

        "Total Indebtedness" means, as of any date of determination, the aggregate principal amount of Indebtedness of the Issuer and its Restricted Subsidiaries (other than Hedging Obligations and cash management obligations to the extent permitted by the indenture) outstanding on such date, determined on a consolidated basis.

        "Total Secured Debt" means, as of any date of determination, the aggregate principal amount of Secured Indebtedness of the Issuer and the Guarantors (other than Parent) (other than Hedging Obligations and cash management obligations to the extent permitted by the indenture) outstanding on such date, determined on a consolidated basis.

        "Total Senior Debt" means, as of any date of determination, the aggregate principal amount of Indebtedness of the Issuer and its Restricted Subsidiaries (other than Hedging Obligations and cash management obligations to the extent permitted by the indenture) outstanding on such date, determined on a consolidated basis, minus the aggregate principal amount of Subordinated Indebtedness outstanding on such date, determined on a consolidated basis.

        "Transactions" means the Spin-Off, the issuance of the Notes on the Issue Date, the initial borrowings under the Credit Agreement, the distribution of the proceeds from the Notes issued under the Issue Date and the initial borrowings under the Credit Agreement to IAC and the other transactions undertaken in connection with the foregoing to the extent not inconsistent with the Offering Memorandum or the pro forma financial statements contained in the Offering Memorandum.

        "Unrestricted Subsidiary" or "Unrestricted Subsidiaries" means: (A) any Subsidiary designated as an Unrestricted Subsidiary in a resolution of the Issuer's Board of Directors in accordance with the instructions set forth below; and (B) any Subsidiary of an Unrestricted Subsidiary.

        The Issuer's Board of Directors may designate any Subsidiary (including any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary so long as:

        (a)   no portion of the Indebtedness or any other obligation (contingent or otherwise) of which, immediately after such designation: (i) is guaranteed by the Issuer or any other Subsidiary of the Issuer (other than another Unrestricted Subsidiary); (ii) is recourse to or obligates the Issuer or any other Subsidiary of the Issuer (other than another Unrestricted Subsidiary) in any way; or (iii) subjects any property or asset of the Issuer or any other Subsidiary of the Issuer (other than another Unrestricted Subsidiary), or Equity Interests issued by such Subsidiary, directly or indirectly, contingently or otherwise, to satisfaction thereof;

        (b)   neither the Issuer nor any other Subsidiary (other than another Unrestricted Subsidiary) has any contract, agreement, arrangement or understanding with such Subsidiary, written or oral, other than on terms no less favorable to us or such other Subsidiary than those that might be obtained at the time from persons who are not the Issuer's Affiliates; and

        (c)   neither the Issuer nor any other Subsidiary (other than another Unrestricted Subsidiary) has any obligation: (i) to subscribe for additional shares of Capital Stock of such Subsidiary or other equity interests therein; or (ii) to maintain or preserve such Subsidiary's financial condition or to cause such Subsidiary to achieve certain levels of operating results.

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        If at any time after the Issue Date the Issuer designates an additional Subsidiary as an Unrestricted Subsidiary, the Issuer will be deemed to have made a Restricted Investment in an amount equal to the fair market value (as determined in good faith by the Issuer's Board of Directors evidenced by a resolution of our Board of Directors and set forth in an officers' certificate delivered to the Trustee no later than ten business days following a request from the Trustee) of such Subsidiary. An Unrestricted Subsidiary may be designated as a Restricted Subsidiary if, at the time of such designation after giving pro forma effect thereto, no Default or Event of Default shall have occurred or be continuing.

        "Weighted Average Life to Maturity" means, when applied to any Indebtedness at any date, the number of years obtained by dividing (a) the total of the product obtained by multiplying (i) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect thereof, by (ii) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment by (b) the then outstanding principal amount of such Indebtedness.

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BOOK-ENTRY, DELIVERY AND FORM

        Except as set forth below, new notes will be issued in registered, global form in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. New notes will be issued at the closing of the exchange offer only against surrender of old notes.

        The new notes initially will be represented by one or more notes in registered, global form without interest coupons attached (the "Global Note"). On the date of the closing of the exchange offer, the Global Note will be deposited with the Trustee as custodian for The Depository Trust Company, or DTC, in New York, New York, and registered in the name of DTC or its nominee, in each case for credit to an account of a direct or indirect participant in DTC as described below.

        Unless definitive new notes are issued, the Global Note may be transferred, in whole and not in part, only to another nominee of DTC or to a successor of DTC or its nominee. Beneficial interests in the Global Note may be exchanged for Notes in certificated form. See "—Exchange of Global Note for Certificated Notes."

        Ownership of interests in the Global Note ("Book-Entry Interests") will be limited to persons that have accounts with DTC, or persons that hold interests through such Participants (as defined below). Except under the limited circumstances described below, beneficial owners of Book-Entry Interests will not be entitled to physical delivery of new notes in definitive form.

        Book-Entry Interests will be shown on, and transfers thereof will be effected only through, records maintained in book-entry form by DTC or DTC's nominees and Participants. In addition while the new notes are in global form, holders of Book-Entry Interests will not be considered the owners or "holders" of new notes for any purpose. So long as the new notes are held in global form, DTC or its nominees will be considered the sole holders of the Global Note for all purposes under the Indenture. In addition, Participants must rely on the procedures of DTC and Indirect Participants (as defined below) must rely on the procedures of DTC and the Participants through which they own Book-Entry Interests to transfer their interests or to exercise any rights of holders under the indenture. Transfers of beneficial interests in the Global Note will be subject to the applicable rules and procedures of DTC and its Participants or Indirect Participants, which may change from time to time.

Depository Procedures

        The following description of the operations and procedures of DTC is provided solely as a matter of convenience. These operations and procedures are solely within the control of DTC and are subject to change. Neither we nor the trustee take any responsibility for or are liable for these operations and procedures, including the records relating to Book-Entry Interests, and we urge investors to contact DTC or its Participants directly to discuss these matters.

        DTC has advised the issuer that DTC is a limited-purpose trust company created to hold securities for its participating organizations (collectively, the "Participants") and to facilitate the clearance and settlement of transactions in those securities between Participants through electronic book-entry changes in accounts of its Participants. The Participants include securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations. Access to DTC's system is also available to other entities such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a Participant, either directly or indirectly (collectively, the "Indirect Participants"). Persons who are not Participants may beneficially own securities held by or on behalf of DTC only through the Participants or the Indirect Participants. The ownership interests in, and transfers of ownership interests in, each security held by or on behalf of DTC are recorded on the records of the Participants and Indirect Participants.

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        DTC has also advised the issuer that, pursuant to procedures established by it:

        (1)   upon deposit of the Global Note, DTC will credit the accounts of Participants pursuant to the corresponding letters of transmittal with portions of the principal amount of the Global Note; and

        (2)   ownership of these interests in the Global Note will be shown on, and the transfer of ownership thereof will be effected only through, records maintained by DTC (with respect to the Participants) or by the Participants and the Indirect Participants (with respect to other owners of beneficial interest in the Global Note).

        All interests in a Global Note may be subject to the procedures and requirements of DTC. The laws of some jurisdictions, including certain states of the United States, require that certain Persons take physical delivery in definitive form of securities that they own. Consequently, the ability to transfer beneficial interests in a Global Note to such Persons will be limited to that extent. Because DTC can act only on behalf of Participants, which in turn act on behalf of themselves and Indirect Participants, the ability of a Person having beneficial interests in a Global Note to pledge or transfer such interests to Persons that do not participate in the DTC system, or otherwise take actions in respect of such interests, may be affected by the lack of a physical certificate evidencing such interests.

        Except as described below, owners of interests in the Global Note will not have Notes registered in their names, will not receive physical delivery of Notes in certificated form and will not be considered the registered owners or "Holders" thereof under the Indenture for any purpose.

        Payments in respect of the principal of, and interest and premium on a Global Note registered in the name of DTC or its nominee will be payable to DTC in its capacity as the registered Holder of the Global Note under the Indenture. Under the terms of the Indenture, the issuer and the Trustee will treat the Persons in whose names the Notes, including the Global Note, are registered as the owners thereof for the purpose of receiving payments and for all other purposes. Consequently, neither the issuer, the Trustee nor any agent of the issuer or the Trustee has or will have any responsibility or liability for:

        (1)   any aspect of DTC's records or any Participant's or Indirect Participant's records relating to or payments made on account of beneficial ownership interest in the Global Note or for maintaining, supervising or reviewing any of DTC's records or any Participant's or Indirect Participant's records relating to the beneficial ownership interests in the Global Note; or

        (2)   any other matter relating to the actions and practices of DTC or any of its Participants or Indirect Participants.

        DTC has advised the issuer that its current practice, upon receipt of any payment in respect of securities such as the Notes (including principal and interest), is to credit the accounts of the relevant Participants with the payment on the payment date unless DTC has reason to believe it will not receive payment on such payment date. Each relevant Participant is credited with an amount proportionate to its beneficial ownership of an interest in the principal amount of the relevant security as shown on the records of DTC. Payments by the Participants and the Indirect Participants to the beneficial owners of Notes will be governed by standing instructions and customary practices and will be the responsibility of the Participants or the Indirect Participants and will not be the responsibility of DTC, the Trustee or the issuer. Neither the issuer nor the Trustee will be liable for any delay by DTC or any of its Participants in identifying the beneficial owners of the Notes, and the issuer and the Trustee may conclusively rely on and will be protected in relying on instructions from DTC or its nominee for all purposes.

        Transfers between Participants in DTC will be effected in accordance with DTC's procedures and will be settled in same-day funds.

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        DTC has advised the issuer that it will take any action permitted to be taken by a Holder of Notes only at the direction of one or more Participants to whose account DTC has credited the interests in the Global Note and only in respect of such portion of the aggregate principal amount of the Notes as to which such Participant or Participants has or have given such direction. However, if there is an Event of Default under the Notes, DTC reserves the right to exchange the Global Note for legended Notes in certificated form, and to distribute such Notes to its Participants.

        Although DTC has agreed to the foregoing procedures to facilitate transfers of interests in the Global Note among Participants in DTC, DTC is under obligation to perform or to continue to perform such procedures, and may discontinue such procedures at any time. Neither the issuer nor the Trustee nor any of their respective agents will have any responsibility for the performance by DTC or its Participants or Indirect Participants of their respective obligations under the rules and procedures governing DTC's operations.

Exchange of Global Note for Certificated Note

        A Global Note is exchangeable for definitive notes in registered certificated form ("Certificated Notes") if:

        (1)   DTC (a) notifies the issuer that it is unwilling or unable to continue as depositary for the Global Note or (b) has ceased to be a clearing agency registered under the Exchange Act, and in each case the issuer fails to appoint a successor depositary within 90 days after the date of notice from DTC;

        (2)   the issuer, at its option, notifies the Trustee in writing that it elects to cause the issuance of the Certificated Notes; or

        (3)   there shall have occurred and be continuing a Default or Event of Default with respect to the Notes and the Trustee or holders of a majority of the aggregate principal amount of the Notes so requests.

        In addition, beneficial interests in a Global Note may be exchanged for Certificated Notes upon prior written notice given to the Trustee by or on behalf of DTC in accordance with the Indenture. In all cases, Certificated Notes delivered in exchange for any Global Note or beneficial interests in the Global Note will be registered in the names, and issued in any approved denominations, requested by or on behalf of the depositary (in accordance with its customary procedures).

Exchange of Certificated Notes for Global Note

        Certificated Notes may not be exchanged for beneficial interests in the Global Note unless the transferor first delivers to the Trustee a written certificate (in the form provided in the Indenture) to the effect that such transfer will comply with the appropriate transfer restrictions applicable to such Notes.

Same Day Settlement and Payment

        The issuer will make payments in respect of the Notes represented by the Global Note (including principal, premium, if any, and interest) by wire transfer of immediately available funds to the accounts specified by the Global Note Holder. The issuer will make all payments of principal, interest and premium with respect to Certificated Notes by wire transfer of immediately available funds to the accounts specified by the holders thereof or, if no such account is specified, by mailing a check to each such holder's registered address. The Notes represented by the Global Note are expected to trade in DTC's Same-Day Funds Settlement System, and any permitted secondary market trading activity in such Notes will, therefore, be required by DTC to be settled in immediately available funds. The issuer expects that secondary trading in any Certificated Notes will also be settled in immediately available funds.

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CERTAIN MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES

Ownership of the Notes

        The following is a summary of certain material United States federal income and, in the case of non-U.S. holders (as defined below), estate tax consequences of the purchase, ownership and disposition of the notes as of the date of this prospectus.

        As used herein, a "U.S. holder" means a beneficial owner of the notes that is for United States federal income tax purposes any of the following:

•

an individual citizen or resident of the United States;



•

a corporation (or any other entity treated as a corporation for United States federal income tax purposes) created or organized in or under the laws of the United States, any state thereof or the District of Columbia;



•

an estate the income of which is subject to United States federal income taxation regardless of its source; or



•

a trust if it (i) is subject to the primary supervision of a court within the United States and one or more United States persons have the authority to control all substantial decisions of the trust or (ii) has a valid election in effect under applicable United States Treasury regulations to be treated as a United States person.

        The term "non-U.S. holder" means a beneficial owner of the notes (other than a partnership or any other entity treated as a partnership for United States federal income tax purposes) that is not a U.S. holder.

        This summary deals only with notes that are held as capital assets, and does not represent a detailed description of the United States federal income tax consequences applicable to you if you are a person subject to special tax treatment under the United States federal income tax laws, including, without limitation:

•

a dealer in securities or currencies;



•

a financial institution;



•

a regulated investment company;



•

a real estate investment trust;



•

a tax-exempt organization;



•

an insurance company;



•

certain employee benefit plans, individual retirement accounts and similar arrangements and entities holding related assets;



•

a person holding the notes as part of a hedging, integrated, conversion or constructive sale transaction or a straddle;



•

a trader in securities that has elected the mark-to-market method of accounting for your securities;



•

a person liable for alternative minimum tax;



•

a partnership or other pass-through entity for United States federal income tax purposes;



•

a U.S. holder whose "functional currency" is not the U.S. dollar



•

a controlled foreign corporation

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•

a passive foreign investment company; or



•

a United States expatriate.

        This summary is based on the Code, United States Treasury regulations, administrative rulings and judicial decisions as of the date hereof. Those authorities may be changed, possibly on a retroactive basis, so as to result in United States federal income and estate tax consequences different from those summarized below.

        If a partnership (including any entity classified as a partnership for United States federal income tax purposes) holds notes, the tax treatment of a partner will generally depend upon the status of the partner and the activities of the partnership. If you are a partnership or a partner in a partnership holding notes, you should consult your own tax advisors.

This summary does not represent a detailed description of the United States federal income and estate tax consequences to you in light of your particular circumstances and does not address the effects of any state, local or non-United States tax laws. It is not intended to be, and should not be construed to be, legal or tax advice to any particular holder of notes. You should consult your own tax advisors concerning the particular United States federal income and estate tax consequences to you of the ownership of the notes, as well as the consequences to you arising under the laws of any other taxing jurisdiction.

Certain U.S. Federal Income Tax Consequences to U.S. Holders

        The following is a summary of certain material United States federal income tax consequences that will apply to U.S. holders of the notes.

The Distribution of the Notes to IAC and Exchange with IAC Noteholders

        On August 19, 2008, Interval Acquisition Corp. issued the $300 million principal amount of old notes to IAC, its parent company prior to the spin-off, net of $23.5 million of original issue discount. The original issue discount resulted from the difference between the interest rate on the notes and the effective interest rate that would have been payable on the notes if issued in a market transaction based on market conditions existing on a pricing date of July 17, 2008, estimated to be 11%. On August 20, 2008, IAC exchanged the old notes for certain of the IAC Notes pursuant to the Exchange Agreement, which established an exchange rate based on the amount that IAC was offering for the IAC Notes in its tender offer, as amended by the Exchange Agreement. This exchange rate resulted in the IAC Noteholders receiving a principal amount of old notes equal to the agreed upon value of the IAC Notes tendered, plus a cash payment with respect to a consent to certain matters provided by the Noteholders and any accrued an unpaid interest on the IAC Notes.

The Exchange Offer

        The exchange of old notes for new notes in the exchange offer will not constitute a taxable event to holders for United States federal income tax purposes. Consequently, you will not recognize gain or loss upon receipt of a new note, the holding period of the new note will include the holding period of the old note exchanged therefor and the basis of the new note will be the same as the basis of the old note immediately before the exchange.

        In any event, persons considering the exchange of old notes for new notes should consult their own tax advisors concerning the United States federal income tax consequences in light of their particular situations as well as any consequences arising under the laws of any other taxing jurisdiction.

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Payments of Interest

        Except as set forth below, qualified stated interest (as defined below) on a note will generally be taxable to you as ordinary income at the time it is paid or accrued in accordance with your method of accounting for United States federal income tax purposes.

Original Issue Discount

        If the notes' "stated redemption price at maturity" (the sum of all payments to be made on the notes other than "qualified stated interest") exceeds their "issue price", you would be required to include such excess ("original issue discount" or "OID") in gross income in advance of the receipt of cash attributable to that income. However, you generally would not be required to include separately in income cash payments received on the notes, even if denominated as interest, to the extent such payments do not constitute "qualified stated interest" (as defined below).

        This summary is based upon final United States Treasury regulations addressing debt instruments issued with OID.

        The "issue price" of each note is generally the first price at which a substantial amount of that particular offering was sold (other than to an underwriter, placement agent or wholesaler). The term "qualified stated interest" means stated interest that is unconditionally payable in cash or in property (other than debt instruments of the issuer), and meets all of the following conditions: it is payable at least once per year; it is payable over the entire term of the note; and it is payable at a single fixed rate or, subject to certain conditions, based on one or more interest indices.

        The stated interest payments on the notes are qualified stated interest.

        The annual amount of OID that is included in income is the sum of the "daily portions" of OID with respect to the note for each day during the taxable year or portion of the taxable year in which you held such note ("accrued OID"). The daily portion is determined by allocating to each day in any "accrual period" a pro rata portion of the OID allocable to that accrual period. The "accrual period" for a note may be of any length and may vary in length over the term of the note, provided that each accrual period is no longer than one year and each scheduled payment of principal or interest occurs on the first day or the final day of an accrual period. The amount of OID allocable to any accrual period other than the final accrual period is an amount equal to the excess, if any, of: (1) the product of the note's adjusted issue price at the beginning of such accrual period and its yield to maturity (determined on the basis of compounding at the close of each accrual period and properly adjusted for the length of the accrual period), over (2) the aggregate of all qualified stated interest allocable to the accrual period.

        OID allocable to a final accrual period is the difference between the amount payable at maturity (other than a payment of qualified stated interest) and the adjusted issue price at the beginning of the final accrual period. The "adjusted issue price" of a note at the beginning of any accrual period is equal to its issue price increased by the accrued OID for each prior accrual period, determined without regard to the amortization of any acquisition or bond premium, as described below. Under these rules, the amounts included in income become increasingly greater in successive accrual periods. We are required to provide information returns stating the amount of OID accrued on notes held of record by persons other than corporations and other exempt holders.

        You may elect to treat all interest on a note as OID and calculate the amount includible in gross income under the constant yield method described above. The election is to be made for the taxable year in which you acquired the note, and may not be revoked without the consent of the IRS. You should consult with your own tax advisors about this election.

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Market Discount

        If you purchase a note for an amount that is less than its adjusted issue price, the amount of the difference will be treated as "market discount" for United States federal income tax purposes, unless that difference is less than a specified de minimis amount. Under the market discount rules, you will be required to treat any principal payment on, or any gain on the sale, exchange, retirement or other disposition of, a note as ordinary income to the extent of the market discount that you have not previously included in income and are treated as having accrued on the note at the time of the payment or disposition.

        In addition, you may be required to defer, until the maturity of the note or its earlier disposition in a taxable transaction, the deduction of all or a portion of the interest expense on any indebtedness attributable to the note. You may elect, on a note-by-note basis, to deduct the deferred interest expense in a tax year prior to the year of disposition. You should consult your own tax advisors before making this election.

        Any market discount will be considered to accrue ratably during the period from the date of acquisition to the maturity date of the note, unless you elect to accrue on a constant interest method. You may elect to include market discount in income currently as it accrues, on either a ratable or constant interest method, in which case the rule described above regarding deferral of interest deductions will not apply.

Acquisition Premium, Amortizable Bond Premium

        If you purchase a note for an amount that is greater than its adjusted issue price but equal to or less than the sum of all amounts payable on the note after the purchase date other than payments of qualified stated interest, you will be considered to have purchased that note at an "acquisition premium." Under the acquisition premium rules, the amount of OID that you must include in gross income with respect to the note for any taxable year will be reduced by the portion of the acquisition premium properly allocable to that year.

        If you purchase a note for an amount in excess of the sum of all amounts payable on the note after the purchase date other than qualified stated interest, you will be considered to have purchased the note at a premium and you will not be required to include any OID in income. You generally may elect to amortize the premium over the remaining term of the note on a constant yield method as an offset to interest when includible in income under your regular accounting method. If you do not elect to amortize bond premium, that premium will decrease the gain or increase the loss you would otherwise recognize on disposition of the note.

Sale, Exchange, or Other Disposition

        In general, upon the sale, exchange, retirement, or other taxable disposition of a note, you will recognize gain or loss equal to the difference between the amount realized on the sale, exchange, retirement or other disposition (less an amount equal to any accrued and unpaid qualified stated interest, which will be taxable as interest income to the extent not previously included in income as discussed above) and the adjusted tax basis of the note. Your adjusted tax basis in a note will, in general, be your cost for that note increased by any OID or market discount previously included in income, and reduced by any amortized premium. Except as described above with respect to market discount, any gain or loss will be capital gain or loss. Capital gains of non-corporate U.S. holders derived in respect of capital assets held for more than one year are generally eligible for reduced rates of taxation. The deductibility of capital losses is subject to limitations.

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Certain U.S. Federal Tax Consequences to Non-U.S. Holders

        The following is a summary of certain material United States federal income and estate tax consequences that will apply to non-U.S. holders of the notes.

United States Federal Withholding Tax

        The 30% United States federal withholding tax will not apply to any payment of interest (including OID) on the notes under the "portfolio interest rule," provided that:

•

interest paid on the notes is not effectively connected with your conduct of a trade or business in the United States;



•

you do not actually (or constructively) own 10% or more of the total combined voting power of all classes of our voting stock within the meaning of the Code and applicable United States Treasury regulations;



•

you are not a controlled foreign corporation that is related to us actually or constructively through stock ownership;



•

you are not a bank whose receipt of interest on the notes is described in Section 881(c)(3)(A) of the Code; and



•

either (a) you provide your name and address on an IRS Form W-8BEN (or other applicable form), and certify, under penalties of perjury, that you are not a United States person as defined under the Code or (b) you hold your notes through certain foreign intermediaries and satisfy the certification requirements of applicable United States Treasury regulations.

        If you cannot satisfy the requirements described above, payments of interest (including OID) made to you will be subject to the 30% United States federal withholding tax, unless you provide us with a properly executed: IRS Form W-8BEN (or other applicable form) certifying an exemption from or reduction in withholding under the benefit of an applicable income tax treaty; or IRS Form W-8ECI (or other applicable form) certifying interest paid on the notes is not subject to withholding tax because it is effectively connected with your conduct of a trade or business in the United States (as discussed below under "—United States Federal Income Tax").

        The 30% United States federal withholding tax generally will not apply to any payment of principal or gain that you realize on the sale, exchange, retirement or other disposition of a note.

United States Federal Income Tax

        If you are engaged in a trade or business in the United States and interest (including OID) on the notes is effectively connected with the conduct of that trade or business (and, if required by an applicable income tax treaty, is attributable to a United States permanent establishment), then you will be subject to United States federal income tax on that interest (including OID) on a net income basis (although you will be exempt from the 30% United States federal withholding tax, provided the certification requirements discussed above in "—United States Federal Withholding Tax" are satisfied) in generally the same manner as if you were a U.S. holder. In addition, if you are a foreign corporation, you may be subject to a branch profits tax equal to 30% (or lower applicable income tax treaty rate) of such interest (including OID), subject to adjustments.

        Any gain realized on the disposition of a note generally will not be subject to United States federal income tax unless the gain is effectively connected with your conduct of a trade or business in the United States (and, if required by an applicable income tax treaty, is attributable to a United States permanent establishment), in which case such gain will be taxed in the same manner as effectively

155

connected interest as described above; or you are an individual who is present in the United States for 183 days or more in the taxable year of that disposition, and certain other conditions are met.

United States Federal Estate Tax

        Your estate will not be subject to United States federal estate tax on notes beneficially owned by you at the time of your death, provided that any payment to you on the notes would be eligible for exemption from the 30% United States federal withholding tax under the "portfolio interest rule" described above in "—United States Federal Withholding Tax" without regard to the statement requirement described in the fifth bullet point of that section.

Information Reporting and Backup Withholding

U.S. Holders

        In general, information reporting requirements will apply to certain payments of principal and interest (including OID) paid on the notes and to the proceeds of the sale or other disposition (including retirement or a redemption) of a note paid to you (unless you are an exempt recipient such as a corporation). Backup withholding may apply to such payments if you fail to provide a correct taxpayer identification number or a certification that you are not subject to backup withholding.

        Backup withholding is not an additional tax and any amounts withheld under the backup withholding rules may be allowed as a refund or a credit against your United States federal income tax liability provided the required information is timely furnished to the IRS.

Non-U.S. Holders

        In general, we must report to the IRS and to you the amount of interest (including OID) paid to you and the amount of tax, if any, withheld with respect to those payments. Copies of the information returns reporting such interest payments and any withholding may also be made available to the tax authorities in the country in which you reside under the provisions of an applicable income tax treaty.

        In general, you will not be subject to backup withholding with respect to payments of interest (including OID) on the notes that we make to you provided that we do not have actual knowledge or reason to know that you are a United States person as defined under the Code, and we have received from you the required certification that you are a non-U.S. holder described above in "—Certain Federal Tax Consequences to Non-U.S. Holders—United States Federal Withholding Tax."

        Information reporting and, depending on the circumstances, backup withholding will apply to the proceeds of a sale or other disposition (including retirement or a redemption) of notes within the United States or conducted through certain United States-related financial intermediaries, unless you certify to the payor under penalties of perjury that you are a non-U.S. holder (and the payor does not have actual knowledge or reason to know that you are a United States person as defined under the Code), or you otherwise establish an exemption.

        Backup withholding is not an additional tax and any amounts withheld under the backup withholding rules may be allowed as a refund or a credit against your United States federal income tax liability provided the required information is timely furnished to the IRS.

156

PLAN OF DISTRIBUTION AND SELLING RESTRICTIONS

        The exchange offer is not being made to, nor will we accept surrenders of old notes for exchange from, holders of old notes in any jurisdiction in which the exchange offer or the acceptance thereof would not be in compliance with the securities or blue sky laws of such jurisdiction.

        The distribution of this prospectus and the offer and sale of the new notes may be restricted by law in certain jurisdictions. Persons who come into possession of this prospectus or any of the new notes must inform themselves about and observe any such restrictions. You must comply with all applicable laws and regulations in force in any jurisdiction in which you purchase, offer or sell the new notes or possess or distribute this prospectus and, in connection with any purchase, offer or sale by you of the new notes, must obtain any consent, approval or permission required under the laws and regulations in force in any jurisdiction to which you are subject or in which you make such purchase, offer or sale.

        In reliance on interpretations of the staff of the SEC set forth in no-action letters issued to third parties in similar transactions, we believe that the new notes issued in the exchange offer in exchange for the old notes may be offered for resale, resold and otherwise transferred by holders without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that the new notes are acquired in the ordinary course of such holders' business and the holders are not engaged in and do not intend to engage in and have no arrangement or understanding with any person to participate in a "distribution" (within the meaning of the Securities Act) of new notes. This position does not apply to any holder that is

•

an "affiliate" of the issuer (as defined under the Securities Act); or



•

a broker-dealer.

        Each broker-dealer that receives new notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such new notes. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of new notes received in exchange for old notes where such old notes were acquired as a result of market-making activities or other trading activities.

        The issuer and the guarantors will not receive any proceeds from any sale of new notes by broker-dealers. New notes received by broker-dealers for their own account pursuant to the exchange offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the new notes or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or at negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or the purchasers of any such new notes. Any broker-dealer that resells new notes that were received by it for its own account as a result of market-making activities or other trading activities pursuant to the exchange offer and any broker or dealer that participates in a distribution of such new notes may be deemed to be an "underwriter" within the meaning of the Securities Act, and any profit of any such resale of new notes and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The letter of transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act.

        The issuer and the guarantors have agreed to pay all expenses incident to the exchange offer (including the expenses of one counsel for the holders of old notes) other than commissions or concessions of any brokers or dealers and will indemnify the holders of old notes (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.

157

LEGAL MATTERS

        The validity of the new notes offered hereby will be passed upon for us by Baker & Hostetler LLP, Cleveland, Ohio.

EXPERTS

        The consolidated financial statements of ILG at December 31, 2007 and 2006 and for each of the three years in the period ended December 31, 2007 and the related financial statements schedule included in this prospectus have been so included in reliance on the reports of Ernst & Young LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

158

INTERVAL LEISURE GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED FINANCIAL STATEMENTS

TABLE OF CONTENTS

		Page
Audited Financial Statements:
	Report of Independent Registered Public Accounting Firm	F-2
	Consolidated Statements of Operations for the years ended December 31, 2007, 2006 and 2005	F-3
	Consolidated Balance Sheets as of December 31, 2007 and 2006	F-4
	Consolidated Statements of Shareholders' Equity for the years ended December 31, 2007, 2006 and 2005	F-5
	Consolidated Statements of Cash Flows for the years ended December 31, 2007, 2006 and 2005	F-6
	Notes to Consolidated Financial Statements	F-7
	Schedule II—Valuation and Qualifying Accounts	F-28
Unaudited Interim Financial Statements:
	Consolidated Statements of Operations for the three and six months ended June 30, 2008 and 2007	F-29
	Consolidated Balance Sheets as of June 30, 2008 and December 31, 2007	F-30
	Consolidated Statements of Shareholders' Equity for the six months ended June 30, 2008	F-31
	Consolidated Statements of Cash Flows for the six months ended June, 2008 and 2007	F-32
	Notes to Unaudited Consolidated Financial Statements	F-33
Subsidiary Guarantor Financial Information:
	Guarantor Financial Information.	F-44

F-1

Report of Independent Registered Public Accounting Firm

        We have audited the accompanying consolidated balance sheets of Interval Leisure Group, Inc. and subsidiaries as of December 31, 2007 and 2006, and the related consolidated statements of operations, shareholders' equity, and cash flows for each of the three years in the period ended December 31, 2007. Our audits also included the financial statement schedule on page F-28. These financial statements and financial statement schedule are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements and the financial statement schedule based on our audits.

        We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Company's internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

        In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Interval Leisure Group, Inc. and subsidiaries at December 31, 2007 and 2006, and the consolidated results of their operations and their cash flows for each of the three years in the period ended December 31, 2007, in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly in all material respects the information set forth therein.

/s/ Ernst & Young LLP

New York, New York
May 5, 2008

F-2

INTERVAL LEISURE GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

		Years Ended December 31,
		2007			2006			2005
					(In thousands)
Revenue		$	360,407		$	288,646		$	260,843
Cost of sales (exclusive of depreciation shown separately below)			100,799			66,293			60,794
	Gross profit		259,608			222,353			200,049
Selling and marketing expense			45,835			41,635			38,424
General and administrative expense			71,913			61,538			56,213
Amortization of intangibles			26,879			25,220			25,220
Depreciation			8,415			7,832			7,368
	Operating income		106,566			86,128			72,824
Other income (expense):
	Interest income		10,345			8,914			6,518
	Interest expense		(205	)		(357	)		(623	)
	Other expense		(606	)		(774	)		(272	)
Total other income, net			9,534			7,783			5,623
Earnings before income taxes and minority interest			116,100			93,911			78,447
Income tax provision			(45,032	)		(35,868	)		(29,204	)
Minority interest in income of consolidated subsidiaries			(12	)		—			—
Net income		$	71,056		$	58,043		$	49,243

The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.

F-3

INTERVAL LEISURE GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

		December 31, 2007			December 31, 2006
		(In thousands)
ASSETS
Cash and cash equivalents		$	67,113		$	37,557
Restricted cash and cash equivalents			5,817			293
Accounts receivable, net of allowance of $352 and $255, respectively			15,750			9,301
Deferred income taxes			28,109			18,417
Deferred membership costs			13,688			12,440
Prepaid expenses and other current assets			17,086			14,816
	Total current assets		147,563			92,824
Property and equipment, net			34,963			21,330
Goodwill			514,308			473,879
Intangible assets, net			188,895			153,220
Deferred membership costs			21,217			18,218
Deferred income taxes			12,549			7,074
Other non-current assets			3,122			1,132
TOTAL ASSETS		$	922,617		$	767,677
LIABILITIES AND SHAREHOLDERS' EQUITY
LIABILITIES:
Accounts payable, trade		$	10,981		$	7,142
Deferred revenue			97,898			88,157
Income taxes payable			2,489			—
Accrued compensation and benefits			11,635			7,493
Member deposits			11,167			10,692
Accrued expenses and other current liabilities			26,105			22,544
	Total current liabilities		160,275			136,028
Other long-term liabilities			2,286			1,509
Deferred revenue			139,044			123,181
Deferred income taxes			107,133			98,072
Minority interest			512			—
Commitments and contingencies
SHAREHOLDERS' EQUITY:
Invested capital			726,919			612,532
Receivables from IAC and subsidiaries			(436,475	)		(355,057	)
Retained earnings			222,484			151,198
Accumulated other comprehensive income			439			214
	Total shareholders' equity		513,367			408,887
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY		$	922,617		$	767,677

The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.

F-4

INTERVAL LEISURE GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

		Total			Invested Capital		Receivables from IAC and Subsidiaries			Retained Earnings		Accumulated Other Comprehensive (Loss) Income
		(In thousands)
Balance as of December 31, 2004		$	467,746		$	607,316	$	(182,876	)	$	43,912	$	(606	)
Comprehensive income:
	Net income for the year ended December 31, 2005		49,243			—		—			49,243		—
	Foreign currency translation		(1,096	)		—		—			—		(1,096	)
Comprehensive income			48,147
Net transfers from IAC			300			300		—			—		—
Net changes in receivables from IAC and subsidiaries			(76,246	)		—		(76,246	)		—		—
Balance as of December 31, 2005			439,947			607,616		(259,122	)		93,155		(1,702	)
Comprehensive income:
	Net income for the year ended December 31, 2006		58,043			—		—			58,043		—
	Foreign currency translation		1,916			—		—			—		1,916
Comprehensive income			59,959
Net transfers from IAC (principally the pushdown of IAC's acquisition of a minority interest in Interval)			4,916			4,916		—
Net changes in receivables from IAC and subsidiaries			(95,935	)		—		(95,935	)		—		—
Balance as of December 31, 2006			408,887			612,532		(355,057	)		151,198		214
Comprehensive income:
	Net income for the year ended December 31, 2007		71,056			—		—			71,056		—
	Foreign currency translation		225			—		—			—		225
Comprehensive income			71,281
Cumulative effect of adoption of FIN 48			230			—		—			230		—
Net transfers from IAC (principally the funding of ILG's acquisition of RQH)			114,387			114,387		—
Net changes in receivables from IAC and subsidiaries			(81,418	)		—		(81,418	)		—		—
Balance as of December 31, 2007		$	513,367		$	726,919	$	(436,475	)	$	222,484	$	439

The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.

F-5

INTERVAL LEISURE GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

		Years Ended December 31,
		2007			2006			2005
		(In thousands)
Cash flows from operating activities:
Net income		$	71,056		$	58,043		$	49,243
Adjustments to reconcile net income to net cash provided by operating activities:
	Amortization of intangibles		26,879			25,220			25,220
	Depreciation		8,415			7,832			7,368
	Non-cash compensation expense		3,629			3,286			1,259
	Deferred income taxes		(6,106	)		(7,275	)		(9,884	)
	Excess tax benefits from stock-based awards		—			—			25
	Minority interest in income of consolidated subsidiaries		12			—			—
Changes in current assets and liabilities:
	Accounts receivable		(3,552	)		228			(760	)
	Prepaid expenses and other current assets		(2,222	)		185			(796	)
	Accounts payable and other current liabilities		6,741			2,490			3,078
	Income taxes payable		3,015			1,184			1,042
	Deferred revenue		18,134			15,118			18,461
Other, net			(421	)		76			775
Net cash provided by operating activities			125,580			106,387			95,031
Cash flows from investing activities:
	Transfers to IAC		(84,520	)		(103,565	)		(80,129	)
	Acquisitions, net of cash acquired		(114,071	)		—			—
	Capital expenditures		(10,319	)		(6,682	)		(8,966	)
Net cash used in investing activities			(208,910	)		(110,247	)		(89,095	)
Cash flows from financing activities:
	Capital contributions from IAC		114,071			—			—
	Principal payments on short-term obligations		(215	)		—			—
	Excess tax benefits from stock-based awards		259			328			—
	Other, net		(1,923	)		137			(33	)
Net cash provided by (used in) financing activities			112,192			465			(33	)
Effect of exchange rate changes on cash and cash equivalents			694			4,509			(3,270	)
Net increase in cash and cash equivalents			29,556			1,114			2,633
Cash and cash equivalents at beginning of period			37,557			36,443			33,810
Cash and cash equivalents at end of period		$	67,113		$	37,557		$	36,443

The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.

F-6

INTERVAL LEISURE GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1—ORGANIZATION AND BASIS OF PRESENTATION

Spin-Off

        On November 5, 2007, IAC/InterActiveCorp ("IAC") announced that its Board of Directors approved a plan to separate IAC into five publicly traded companies, identifying Interval Leisure Group, Inc. ("ILG") as one of those five companies. In these consolidated financial statements, we refer to the separation transaction herein as the "spin-off." In connection with the spin-off, ILG was incorporated as a Delaware corporation in May 2008. Prior to August 20, 2008, ILG did not have any material assets or liabilities, nor did it engage in any business or other activities and, other than in connection with the spin-off, it will not acquire or incur any material assets or liabilities, nor will it engage in any business or other activities. Upon completion of the spin-off, ILG will consist of Interval and ResortQuest Hawaii and ResortQuest Real Estate of Hawaii, collectively referred to herein as "RQH," which was acquired on May 31, 2007, the businesses that formerly comprised IAC's Interval segment. The businesses to be operated by ILG following the spin-off are referred to herein as the "ILG Businesses."

Basis of Presentation

        The historical consolidated financial statements of ILG and its subsidiaries reflect the contribution or other transfer to ILG of all of the subsidiaries and assets and the assumption by ILG of all of the liabilities relating to the ILG Businesses in connection with the spin-off and the allocation to ILG of certain IAC corporate expenses relating to the ILG Businesses. Accordingly, the historical consolidated financial statements of ILG reflect the historical financial position, results of operations and cash flows of the ILG Businesses since their respective dates of acquisition by IAC, based on the historical consolidated financial statements and accounting records of IAC and using the historical results of operations and historical bases of the assets and liabilities of the ILG Businesses with the exception of accounting for income taxes. For purposes of these financial statements, income taxes have been computed for ILG on an as if stand-alone, separate tax return basis. Intercompany transactions and accounts have been eliminated.

        In the opinion of ILG's management, the assumptions underlying the historical consolidated financial statements of ILG are reasonable. However, this financial information does not necessarily reflect what the historical financial position, results of operations and cash flows of ILG would have been had ILG been a stand-alone company during the periods presented.

Company Overview

        ILG is a leading provider of membership services, primarily to the vacation ownership industry, through Interval. With the acquisition of RQH in May 2007, ILG also entered the vacation rental and property management services industry.

NOTE 2—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Revenue Recognition

        Revenue, net of sales incentives, from Interval membership fees is deferred and recognized over the terms of the applicable memberships ranging from one to five years, on a straight-line basis. Generally, memberships are cancelable and refundable on a pro-rata basis. Direct costs of acquiring members and direct costs of sales related to deferred membership revenue are also deferred and

F-7

INTERVAL LEISURE GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 2—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

amortized on a straight-line basis over the terms of the applicable memberships. Revenue from vacation transactions is recognized when Interval provides confirmation of the vacation, at which time the fee is nonrefundable.

        RQH revenue primarily consists of property management fees and service fees. Property management fees, which are generally a percentage (ranging from 1% to 25%) of the rental price of the vacation property, are generated when the property is rented. The management fee rate is based upon the type of services provided to the property owner and the type of rental unit managed. RQH's proportionate share of the rental price of the property is recognized over the rental period. RQH also provides, or arranges through third parties, certain services for property owners or guests including reservations, housekeeping, long-distance telephone, beach equipment rental and pool cleaning. Service fee revenue is recognized when the service is provided by RQH. Services provided by third parties are generally billed directly to property owners or guests and are not included in the accompanying consolidated financial statements.

Cash and Cash Equivalents

        Cash and cash equivalents include cash, money market instruments and time deposits with maturities of less than 91 days.

Restricted Cash

        Restricted cash primarily includes amounts held in trust and lock box accounts in connection with certain transactions with RQH's managed properties.

Accounts Receivable

        Accounts receivable are stated at amounts due from customers, principally resort developers and members, net of an allowance for doubtful accounts. Accounts receivable outstanding longer than the contractual payment terms are considered past due. ILG determines its allowance by considering a number of factors, including the length of time accounts receivable are past due, ILG's previous loss history, the specific customer's current ability to pay its obligation to ILG and the condition of the general economy. ILG writes off accounts receivable when they become uncollectible.

Property and Equipment

        Property and equipment, including significant improvements, are recorded at cost. Repairs and maintenance and any gains or losses on dispositions are included in operations.

        Depreciation is recorded on a straight-line basis to allocate the cost of depreciable assets to operations over their estimated service lives.

Asset Category	Depreciation Period
Computer equipment	3 to 8 Years
Capitalized software	3 to 5 Years
Buildings and leasehold improvements	1 to 40 Years
Furniture and other equipment	3 to 10 Years

F-8

INTERVAL LEISURE GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 2—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

        In accordance with American Institute of Certified Public Accountants' Statement of Position No. 98-1, "Accounting for the Costs of Computer Software Developed or Obtained for Internal Use," Interval capitalizes certain qualified costs incurred in connection with the development of internal use software. Capitalization of internal use software costs begins when the preliminary project stage is completed, management with the relevant authority authorizes and commits to the funding of the software project, and it is probable that the project will be completed and the software will be used to perform the function intended. Capitalized internal software costs, net of accumulated depreciation, totaled $12.9 million and $11.0 million at December 31, 2007 and 2006, respectively, and are included in "Property and equipment, net" in the accompanying consolidated balance sheets.

Goodwill and Indefinite-Lived Intangible Assets

        In accordance with Statement of Financial Accounting Standards ("SFAS") No. 142, "Goodwill and Other Intangible Assets" ("SFAS No. 142"), goodwill acquired in business combinations is assigned to the reporting unit that is expected to benefit from the combination as of the acquisition date. ILG tests goodwill and indefinite-lived intangible assets for impairment annually as of October 1, or more frequently if events or changes in circumstances indicate that the assets might be impaired. If the carrying amount of a reporting unit's goodwill exceeds its implied fair value, an impairment loss equal to the excess is recorded. If the carrying amount of an indefinite-lived intangible asset exceeds its estimated fair value, an impairment loss equal to the excess is recorded.

Long-Lived Assets and Intangible Assets with Definite Lives

        In accordance with SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets" ("SFAS No. 144"), long-lived assets, including property and equipment and intangible assets with definite lives, are tested for recoverability whenever events or changes in circumstances indicate that their carrying amount may not be recoverable. The carrying amount of a long-lived asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. If the carrying amount is deemed to not be recoverable, an impairment loss is recorded as the amount by which the carrying amount of the long-lived asset exceeds its fair value. Amortization of definite lived intangible assets is recorded on a straight-line basis over their estimated lives.

Advertising

        Advertising costs are expensed in the period incurred and principally represent printing and postage costs of directories and magazines, promotions, trade shows and agency fees. Advertising expense was $18.6 million, $19.1 million and $18.6 million for the years ended December 31, 2007, 2006 and 2005, respectively.

Income Taxes

        ILG accounts for income taxes under the liability method, and deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. A valuation allowance is provided on

F-9

INTERVAL LEISURE GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 2—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

deferred tax assets if it is determined that it is more likely than not that the deferred tax asset will not be realized. ILG records interest on potential tax contingencies as a component of income tax expense and records interest net of any applicable related income tax benefit.

        Effective January 1, 2007, ILG adopted the provisions of Financial Accounting Standards Board ("FASB") Interpretation No. 48, "Accounting for Uncertainty in Income Taxes—an interpretation of FASB Statement No. 109" ("FIN 48"). As a result of the adoption of FIN 48, ILG recognizes liabilities for uncertain tax positions based on the two-step process prescribed by the interpretation. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount which is more than 50% likely of being realized upon ultimate settlement.

Foreign Currency Translation and Transaction Gains and Losses

        The financial position and operating results of substantially all foreign operations are consolidated using the local currency as the functional currency. Local currency assets and liabilities are translated at the rates of exchange as of the balance sheet date, and local currency revenue and expenses are translated at average rates of exchange during the period. Resulting translation gains or losses are included as a component of accumulated other comprehensive income (loss), a separate component of shareholders' equity. Accumulated other comprehensive income is solely related to foreign currency translation and is recorded net of tax. Transaction gains and losses arising from transactions denominated in a currency other than the functional currency of the entity involved are included in the consolidated statements of operations.

        Foreign currency transaction net losses for the years ended December 31, 2007, 2006 and 2005 were $0.6 million, $0.5 million and $0.2 million, respectively, and are included in "Other expense" in the accompanying consolidated statements of operations.

Stock-Based Compensation

        Effective January 1, 2006, ILG adopted the provisions of SFAS No. 123 (revised 2004), "Share-Based Payment" ("SFAS 123R"), using the modified prospective transition method and therefore has not restated results for prior periods. See Note 4 for a further description of the impact of the adoption of SFAS 123R and Staff Accounting Bulletin No. 107 ("SAB 107").

Minority Interest

        Minority interest in 2007 represents minority ownership in RQH. In connection with the acquisition of RQH, a member of senior management of this business purchased an ownership interest at the same per share price as ILG. ILG is party to a fair value put and call arrangement with respect to this interest. This put and call arrangement allows this member of management to require ILG to purchase their interest or allows ILG to acquire such interest at fair value, respectively. This put and call arrangement becomes exercisable by ILG and the counter-party, respectively, at a date no earlier than 2013. Upon such exercise, the consideration payable can be denominated in either shares of IAC or cash at IAC's option. This put and call arrangement will be modified prior to the spin-off so that the consideration payable in IAC shares will be replaced with ILG shares. This put arrangement is

F-10

INTERVAL LEISURE GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 2—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

exercisable by the counter-party outside the control of ILG and is accounted for in accordance with EITF D-98 "Classification and Measurement of Redeemable Securities." Accordingly, to the extent that the fair value of this interest exceeds the value determined by normal minority interest accounting, the value of such interest is adjusted to fair value with a corresponding adjustment to invested capital. At and for the year ended December 31, 2007, ILG did not record an adjustment as this interest is recorded at fair value.

Accounting Estimates

        ILG's management is required to make certain estimates and assumptions during the preparation of the consolidated financial statements in accordance with U.S. generally accepted accounting principles. These estimates and assumptions impact the reported amount of assets and liabilities and disclosures of contingent assets and liabilities as of the date of the consolidated financial statements. They also impact the reported amount of net earnings during any period. Actual results could differ from those estimates.

        Significant estimates underlying the accompanying consolidated financial statements include: the recovery of goodwill and intangible assets; the determination of deferred income taxes, including related valuation allowances; the determination of deferred revenue; and assumptions related to the determination of stock-based compensation.

Certain Risks and Concentrations

        ILG's business is subject to certain risks and concentrations including exposure to risks associated with online commerce security and credit card fraud. A substantial percentage of the vacation ownership resorts in the Interval network are located in Florida, Hawaii, Las Vegas, Mexico and Southern California and all of the vacation properties for which RQH provides vacation rental and property management services are located in Hawaii. ILG also depends on relationships with developers and vacation property owners, as well as third party service providers for processing certain fulfillment services.

        Financial instruments, which potentially subject ILG to concentration of credit risk, consist primarily of cash and cash equivalents. Cash and cash equivalents are maintained with quality financial institutions of high credit.

        ILG conducts business in one foreign country where a currency restriction exists. At December 31, 2007 and 2006, ILG had $5.1 million and $4.0 million of cash which can only be repatriated upon the approval of that country's government. ILG has requested approval for a portion of the cash to be repatriated. This request is currently pending.

Recent Accounting Pronouncements

        In December 2007, the FASB issued SFAS No. 160, "Noncontrolling Interests in Consolidated Financial Statements—an amendment of Accounting Research Bulletin No. 51" ("SFAS No. 160"). SFAS No. 160 establishes accounting and reporting standards for ownership interests in subsidiaries held by parties other than the parent, the amount of consolidated net income attributable to the parent and to the noncontrolling interest, changes in a parent's ownership interest and the valuation of retained noncontrolling equity investments when a subsidiary is deconsolidated. The Statement also

F-11

INTERVAL LEISURE GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 2—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

establishes reporting requirements that provide sufficient disclosures that clearly identify and distinguish between the interests of the parent and the interests of the noncontrolling owners. SFAS No. 160 is effective for fiscal years beginning after December 15, 2008. SFAS No. 160 will be applied prospectively, except as it relates to disclosures, for which the effects will be applied retrospectively for all periods presented. Early adoption is not permitted. ILG is currently assessing the impact of SFAS No. 160 on its consolidated financial position, results of operations and cash flows.

        In December 2007, the FASB issued SFAS No. 141 (revised 2007), "Business Combinations" ("SFAS No. 141R"), which replaces FASB Statement No. 141. SFAS No. 141R establishes principles and requirements for how an acquirer recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, any noncontrolling interest in the acquiree and the goodwill acquired. The Statement also establishes disclosure requirements that will enable users to evaluate the nature and financial effects of the business combination. SFAS No. 141R applies prospectively to business combinations in fiscal years beginning after December 15, 2008. Early adoption is not permitted. ILG is currently assessing the impact of the adoption of SFAS No. 141R on its consolidated financial position, results of operations and cash flows.

NOTE 3—BUSINESS ACQUISITIONS

        On May 31, 2007, ILG completed the acquisition of RQH, a vacation rental and property management services company, for approximately $110 million in cash. The acquisition was funded by IAC, and such funding has been recorded as a transfer from IAC within the statement of shareholders' equity. ILG performed valuations of certain tangible and intangible assets acquired. These valuations identified $56.2 million of intangible assets other than goodwill. The goodwill recognized amounted to $40.4 million. Intangible assets with definite lives included property management contracts ($45.7 million), wholesaler agreements ($5.9 million), trade names and trademarks ($4.3 million) and other agreements ($0.3 million) and are being amortized over a weighted-average period of 12.7 years. IAC also allocated $9.0 million of the purchase price to increase the recorded value of two vacation property front desk units to fair value. The entire amount allocated to goodwill is tax deductible. ILG viewed RQH's revenue, operating income, Operating Income Before Amortization, net income and cash flow as its most important valuation metrics. ILG agreed to consideration that resulted in recognition of a significant amount of goodwill because RQH's business model complements the business model of ILG and because of RQH's market position, brand and growth opportunities in its market. As a result, a significant portion of the consideration was based on the expected financial performance of RQH, and not the asset value on the books of RQH at the time of acquisition.

NOTE 4—SFAS 123R AND STOCK-BASED COMPENSATION

        The equity awards described below principally relate to awards to ILG employees that were granted under various IAC stock and annual incentive plans.

        Effective January 1, 2006, ILG adopted SFAS 123R using the modified prospective transition method and has applied the classification provisions of SAB 107 regarding the SEC's interpretation of SFAS 123R and the valuation of share-based payments for public companies in its adoption of SFAS 123R.

F-12

INTERVAL LEISURE GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 4—SFAS 123R AND STOCK-BASED COMPENSATION (Continued)

        The adoption of SFAS 123R did not impact the amount of stock-based compensation expense recorded in the accompanying consolidated statements of operations as ILG had previously adopted the expense recognition provisions of SFAS No. 123, "Accounting for Stock-Based Compensation" ("SFAS No. 123").

        Prior to the adoption of SFAS 123R, the entire tax benefit from stock-based compensation was reported as a component of operating cash flows. Upon the adoption of SFAS 123R, tax benefits resulting from tax deductions in excess of the stock-based compensation expense recognized in the consolidated statement of operations are reported as a component of financing cash flows. For the years ended December 31, 2007 and 2006, excess tax benefits from stock-based compensation of $0.3 million and $0.3 million, respectively, are included as a component of financing cash flows. For the year ended December 31, 2005, excess tax benefits from stock-based compensation of less than $0.1 million is included as a component of operating cash flows.

        Non-cash stock-based compensation expense related to equity awards is included in the following line items in the accompanying consolidated statements of operations for the years ended December 31, 2007, 2006 and 2005 (in thousands):

	Years Ended December 31,
	2007			2006			2005
Cost of sales	$	282		$	225		$	82
Selling and marketing expense		308			210			46
General and administrative expense		3,039			2,851			1,131
Non-cash stock-based compensation expense before income taxes		3,629			3,286			1,259
Income tax benefit		(1,400	)		(1,268	)		(486	)
Non-cash stock-based compensation expense after income taxes	$	2,229		$	2,018		$	773

        The form of awards granted to ILG employees are principally restricted stock units ("RSUs") and performance stock units ("PSUs"). RSUs and PSUs are awards in the form of phantom shares or units, denominated in a hypothetical equivalent number of shares of IAC common stock and with the value of each award equal to the fair value of IAC common stock at the date of grant. All outstanding award agreements provide for settlement, upon vesting, in stock for U.S. employees and in cash for non-U.S. employees. Each RSU, PSU and restricted stock grant is subject to service-based vesting, where a specific period of continued employment must pass before an award vests, and certain grants also include performance-based vesting, where certain performance targets set at the time of grant must be achieved before an award vests. ILG recognizes expense for all RSUs, PSUs and restricted stock, for which vesting is considered probable. For RSU and restricted stock grants to U.S. employees, the accounting charge is measured at the grant date as the fair value of IAC common stock and expensed ratably as non-cash compensation over the vesting term. For PSU grants to U.S. employees, the expense is measured at the grant date as the fair value of IAC common stock and expensed as non-cash compensation when the performance targets are considered probable of being achieved. The expense associated with RSU and PSU awards to non-U.S. employees is initially measured at fair value at the grant date and expensed ratably over the vesting term, subject to mark-to-market adjustments for

F-13

INTERVAL LEISURE GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 4—SFAS 123R AND STOCK-BASED COMPENSATION (Continued)

changes in the price of IAC common stock, as compensation expense within general and administrative expense. The expense related to awards to international employees totaled $0.2 million, $0.2 million and $0.1 million for the years ended December 31, 2007, 2006 and 2005, respectively.

        The amount of stock-based compensation expense recognized in the consolidated statements of operations is reduced by estimated forfeitures, as the amount recorded is based on awards ultimately expected to vest. The forfeiture rate is estimated at the grant date based on historical experience and revised, if necessary, in subsequent periods if the actual forfeiture rate differs from the estimated rate.

        As of December 31, 2007, there was approximately $14.0 million of unrecognized compensation cost, net of estimated forfeitures, related to all equity-based awards. This cost is expected to be recognized over a weighted-average period of approximately 3.0 years. At December 31, 2007, there were less than 0.1 million awards outstanding to non-U.S. employees.

        In connection with the acquisition of RQH by ILG in 2007 a member of RQH's management was granted restricted common equity in RQH. This award was granted on May 31, 2007 and was initially measured at fair value, which is being amortized to expense over the vesting period. This award vests ratably over four and a half years, or earlier based upon the occurrence of certain prescribed events. The award vests in non-voting restricted common shares of RQH.

        These shares are subject to a put right by the holder and a call right by ILG, which are not exercisable until the first quarter of 2013 and annually thereafter. The value of these shares upon exercise of the put or call is equal to their fair market value, determined by negotiation or arbitration, reduced by the accreted value of the preferred interest that was taken by IAC upon the purchase of RQH. The initial value of the preferred interest was equal to the acquisition price of RQH. The preferred interest accretes value at a 10% annual rate. Upon exercise of the put or call the consideration is payable in IAC shares or cash or a combination thereof at ILG's option. Prior to the separation, this put and call arrangement will be modified so that the consideration payable in IAC's shares will be replaced with ILG shares.

        The unrecognized compensation cost related to this equity award is $0.4 million at December 31, 2007.

NOTE 5—GOODWILL AND INTANGIBLE ASSETS

        The balance of goodwill and intangible assets, net is as follows (in thousands):

		December 31,
		2007		2006
Goodwill		$	514,308	$	473,879
Intangible assets with indefinite lives			33,300		33,300
Intangible assets with definite lives, net			155,595		119,920
	Total goodwill and intangible assets, net	$	703,203	$	627,099

F-14

INTERVAL LEISURE GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 5—GOODWILL AND INTANGIBLE ASSETS (Continued)

        Intangible assets with indefinite lives relate principally to acquired trade names and trademarks. At December 31, 2007, intangible assets with definite lives relate to the following (in thousands):

		Cost		Accumulated Amortization			Net		Weighted-Average Amortization Life (Years)
Customer relationships		$	129,500	$	(68,257	)	$	61,243		10.0
Purchase agreements			73,500		(38,741	)		34,759		10.0
Property management contracts			45,700		(1,904	)		43,796		14.0
Technology			24,630		(24,600	)		30		5.0
Other			16,854		(1,087	)		15,767		8.2
	Total	$	290,184	$	(134,589	)	$	155,595

        At December 31, 2006, intangible assets with definite lives relate to the following (in thousands):

		Cost		Accumulated Amortization			Net		Weighted-Average Amortization Life (Years)
Customer relationships		$	129,500	$	(55,307	)	$	74,193		10.0
Purchase agreements			73,500		(31,391	)		42,109		10.0
Technology			24,630		(21,012	)		3,618		5.0
	Total	$	227,630	$	(107,710	)	$	119,920

        Amortization of intangible assets with definite lives is computed on a straight-line basis and, based on December 31, 2007 balances, such amortization for the next five years and thereafter is estimated to be as follows (in thousands):

Years Ending December 31,
2008	$	25,917
2009		25,887
2010		25,887
2011		25,826
2012		19,892
2013 and thereafter		32,186
	$	155,595

        The following table presents the balance of goodwill by segment, including the changes in carrying amount of goodwill, for the year ended December 31, 2007 (in thousands):

		Balance as of January 1, 2007		Additions		(Deductions)		Balance as of December 31, 2007
Interval		$	473,879	$	—	$	—	$	473,879
RQH			—		40,429		—		40,429
	Total	$	473,879	$	40,429	$	—	$	514,308

        Additions in 2007 relate to the acquisition of RQH.

F-15

INTERVAL LEISURE GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 5—GOODWILL AND INTANGIBLE ASSETS (Continued)

        The following table presents the balance of goodwill by segment, including the changes in carrying amount of goodwill, for the year ended December 31, 2006 (in thousands):

		Balance as of January 1, 2006		Additions		(Deductions)			Balance as of December 31, 2006
Interval		$	467,504	$	6,822	$	(447	)	$	473,879
RQH			—		—		—			—
	Total	$	467,504	$	6,822	$	(447	)	$	473,879

        Additions in 2006 principally relate to the pushdown of IAC's acquisition of a minority interest in Interval.

NOTE 6—PROPERTY AND EQUIPMENT

        The balance of property and equipment, net is as follows (in thousands):

		December 31,
		2007			2006
Computer equipment		$	14,443		$	11,900
Capitalized software			31,312			26,869
Buildings and leasehold improvements			19,182			8,114
Furniture and other equipment			8,096			6,638
Projects in progress			5,848			3,347
			78,881			56,868
Less: accumulated depreciation and amortization			(43,918	)		(35,538	)
	Total property and equipment, net	$	34,963		$	21,330

NOTE 7—INCOME TAXES

        ILG is a member of IAC's consolidated federal and state tax returns. In all periods presented, current and deferred tax expense has been computed for ILG on a separate return basis. ILG's payments to IAC related to its share of IAC's consolidated federal and state tax return liabilities have been reflected within cash flows from operating activities in the accompanying consolidated statements of cash flows.

        U.S. and foreign earnings from continuing operations before income tax and minority interest are as follows (in thousands):

		Years Ended December 31,
		2007		2006		2005
U.S.		$	104,021	$	82,258	$	67,914
Foreign			12,079		11,653		10,533
	Total	$	116,100	$	93,911	$	78,447

F-16

INTERVAL LEISURE GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 7—INCOME TAXES (Continued)

        The components of the provision for income taxes attributable to continuing operations are as follows (in thousands):

	Years Ended December 31,
	2007			2006			2005
Current income tax provision:
Federal	$	40,619		$	33,902		$	30,413
State		5,945			4,744			5,456
Foreign		4,574			4,497			3,219
Current income tax provision		51,138			43,143			39,088
Deferred income tax (benefit) provision:
Federal		(6,161	)		(6,268	)		(8,355	)
State		412			(14	)		(1,400	)
Foreign		(357	)		(993	)		(129	)
Deferred income tax (benefit)		(6,106	)		(7,275	)		(9,884	)
Income tax provision	$	45,032		$	35,868		$	29,204

        Current income taxes payable has been reduced by $0.3 million and $0.3 million for the years ended December 31, 2007 and 2006, respectively, for tax deductions attributable to stock-based compensation. There was no significant reduction for the year ended December 31, 2005. The related income tax benefits of this stock-based compensation were recorded as amounts charged or credited to invested capital or a reduction in goodwill.

        The tax effects of cumulative temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities at December 31, 2007 and 2006 are presented below (in thousands). The valuation allowance is related to items for which it is more likely than not that the tax benefit will not be realized.

	December 31,
	2007			2006
Deferred tax assets:
Deferred revenue	$	50,243		$	46,838
Provision for accrued expenses		4,015			2,556
Net operating loss carryforwards		837			936
Other		3,565			2,522
Total deferred tax assets		58,660			52,852
Less valuation allowance		(679	)		(714	)
Net deferred tax assets		57,981			52,138
Deferred tax liabilities:
Intangible and other assets		(110,831	)		(111,258	)
Deferred membership costs		(12,612	)		(11,106	)
Property and equipment		(737	)		(2,299	)
Other		(276	)		(56	)
Total deferred tax liabilities		(124,456	)		(124,719	)
Net deferred tax liability	$	(66,475	)	$	(72,581	)

F-17

INTERVAL LEISURE GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 7—INCOME TAXES (Continued)

        At December 31, 2007, ILG had foreign net operating losses ("NOLs") of approximately $2.6 million available to offset future income. Of these foreign losses, approximately $2.0 million can be carried forward indefinitely, and approximately $0.6 million will expire within ten years. During 2007, ILG did not recognize any significant tax benefits related to NOLs.

        During 2007, ILG's valuation allowance did not significantly change. At December 31, 2007, ILG had a valuation allowance of approximately $0.7 million related to the portion of tax operating loss carryforwards for which it is more likely than not that the tax benefit will not be realized.

        A reconciliation of total income tax provision to the amounts computed by applying the statutory federal income tax rate to earnings from continuing operations before income taxes and minority interest is shown as follows (in thousands):

	Years Ended December 31,
	2007			2006			2005
Income tax provision at the federal statutory rate of 35%	$	40,635		$	32,869		$	27,456
State income taxes, net of effect of federal tax benefit		4,132			3,075			2,637
Foreign income taxed at a different statutory tax rate		(520	)		(789	)		(979	)
Other, net		785			713			90
Income tax provision	$	45,032		$	35,868		$	29,204

        In accordance with APB No. 23, no federal and state income taxes have been provided on permanently reinvested earnings of certain foreign subsidiaries aggregating approximately $12.8 million at December 31, 2007. If, in the future, these earnings are repatriated to the U.S., or if ILG determines such earnings will be repatriated to the U.S. in the foreseeable future, additional tax provisions would be required. Due to complexities in the tax laws and the assumptions that would have to be made, it is not practicable to estimate the amounts of income taxes that would have to be provided.

        ILG adopted the provisions of FIN 48 effective January 1, 2007. FIN 48 clarifies the accounting for income taxes by prescribing the minimum recognition threshold a tax position is required to meet before being recognized in the financial statements. FIN 48 provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. The cumulative effect of the adoption resulted in an increase of $0.2 million to retained earnings. A reconciliation of the beginning and ending amount of unrecognized tax benefits, excluding interest, is as follows (in thousands):

Balance at January 1, 2007	$	2,872
Additions based on tax positions related to the current year		2,068
Additions for tax positions of prior years		756
Reductions for tax positions of prior years		—
Settlements		—
Balance at December 31, 2007	$	5,696

        As of January 1, 2007 and December 31, 2007, the unrecognized tax benefits, including interest, were $4.0 million and $7.3 million, respectively. Included in unrecognized tax benefits at December 31, 2007 is approximately $4.9 million for tax positions included in IAC's consolidated tax return filings.

F-18

INTERVAL LEISURE GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 7—INCOME TAXES (Continued)

Included within "Receivables from IAC and subsidiaries" in the accompanying consolidated balance sheet at December 31, 2007 is approximately $6.3 million of unrecognized tax benefits and related interest that will remain a liability of IAC after the spin-off. Also included in unrecognized tax benefits at December 31, 2007 is approximately $2.0 million for tax positions which the ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility.

        ILG recognizes interest and, if applicable, penalties related to unrecognized tax benefits in income tax expense. Included in income tax expense from continuing operations for the year ended December 31, 2007 is $0.4 million, net of related deferred taxes of $0.2 million, for interest on unrecognized tax benefits. At January 1, 2007 and December 31, 2007, ILG has accrued $1.0 million and $1.6 million, respectively, for the payment of interest. There are no material accruals for penalties.

        By virtue of previously filed separate company and consolidated tax returns with IAC, ILG is routinely under audit by federal, state, local and foreign authorities in the area of income tax. These audits include questioning the timing and the amount of deductions and the allocation of income among various tax jurisdictions. Income taxes payable include amounts considered sufficient to pay assessments that may result from examination of prior year returns; however, the amount paid upon resolution of issues raised may differ from the amount provided. Differences between the reserves for tax contingencies and the amounts owed by ILG are recorded in the period they become known.

        The IRS is currently examining the IAC consolidated tax returns for the years ended December 31, 2001 through 2003, which includes the operations of Interval from September 24, 2002, its date of acquisition by IAC. The statute of limitations for these years has been extended to December 31, 2008. Various IAC consolidated tax returns filed with state, local and foreign jurisdictions are currently under examination, the most significant of which are Florida, New York state and New York City, for various tax years after December 31, 2001. These examinations are expected to be completed by late 2008.

        ILG believes that it is reasonably possible that its unrecognized tax benefits could decrease by approximately $2.9 million within twelve months of the current reporting date due primarily to the reversal of deductible temporary differences which will result in a corresponding increase in net deferred tax liabilities. An estimate of other changes in unrecognized tax benefits cannot be made, but are not expected to be significant.

NOTE 8—SEGMENT INFORMATION

        The overall concept that ILG employs in determining its operating segments and related financial information is to present them in a manner consistent with how the chief operating decision maker and executive management view the businesses, how the businesses are organized as to segment management, and the focus of the businesses with regards to the types of products or services offered or the target market. ILG has two operating segments, Interval, its vacation ownership membership services business, and RQH, its vacation rental and property management business.

        ILG's primary metric is Operating Income Before Amortization, which is defined as operating income excluding, if applicable: (1) non-cash compensation expense, (2) amortization of intangibles and goodwill impairment, (3) pro forma adjustments for significant acquisitions and (4) one-time items. ILG believes this measure is useful to investors because it represents the consolidated operating results from ILG's segments, taking into account depreciation, which it believes is an ongoing cost of doing business,

F-19

INTERVAL LEISURE GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 8—SEGMENT INFORMATION (Continued)

but excluding the effects of any other non-cash expenses. Operating Income Before Amortization has certain limitations in that it does not take into account the impact to ILG's statement of operations of certain expenses, including non-cash compensation, and acquisition-related accounting.

        The following table reconciles Operating Income Before Amortization to operating income and net income in 2007, 2006 and 2005:

		Years Ended December 31,
		2007			2006			2005
		(In thousands)
Operating Income Before Amortization		$	137,074		$	114,634		$	99,303
Non-cash compensation expense			(3,629	)		(3,286	)		(1,259	)
Amortization of intangibles			(26,879	)		(25,220	)		(25,220	)
	Operating income		106,566			86,128			72,824
Interest income			10,345			8,914			6,518
Interest expense			(205	)		(357	)		(623	)
Other expense			(606	)		(774	)		(272	)
Income tax provision			(45,032	)		(35,868	)		(29,204	)
Minority interest in income of consolidated subsidiaries			(12	)		—			—
Net income		$	71,056		$	58,043		$	49,243

        The following tables reconcile Operating Income Before Amortization to operating income for ILG's operating segments and to net income in total (in thousands):

	Year Ended December 31, 2007
	Operating Income Before Amortization		Non-Cash Compensation Expense			Amortization of Intangibles			Operating Income
Interval	$	129,936	$	(3,513	)	$	(23,994	)	$	102,429
RQH		7,138		(116	)		(2,885	)		4,137
Total	$	137,074	$	(3,629	)	$	(26,879	)	$	106,566
Other income, net										9,534
Earnings before income taxes and minority interest										116,100
Income tax provision										(45,032	)
Minority interest in income of consolidated subsidiaries										(12	)
Net income									$	71,056

F-20

INTERVAL LEISURE GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 8—SEGMENT INFORMATION (Continued)

        Prior to the acquisition of RQH in 2007, there was only one reporting segment.

		Years Ended December 31,
		2007		2006		2005
		(In thousands)
Revenue:
Interval		$	318,370	$	288,646	$	260,843
RQH			42,037		—		—
	Total	$	360,407	$	288,646	$	260,843

		Years Ended December 31,
		2007		2006		2005
		(In thousands)
Operating Income:
Interval		$	102,429	$	86,128	$	72,824
RQH			4,137		—		—
	Total	$	106,566	$	86,128	$	72,824

		Years Ended December 31,
		2007		2006		2005
		(In thousands)
Operating Income Before Amortization:
Interval		$	129,936	$	114,634	$	99,303
RQH			7,138		—		—
	Total	$	137,074	$	114,634	$	99,303

		December 31,
		2007		2006
		(In thousands)
Assets:
Interval		$	802,846	$	767,677
RQH			119,771		—
	Total	$	922,617	$	767,677

		Years Ended December 31,
		2007		2006		2005
		(In thousands)
Depreciation and amortization of intangibles:
Interval		$	31,846	$	33,052	$	32,588
RQH			3,448		—		—
	Total	$	35,294	$	33,052	$	32,588

F-21

INTERVAL LEISURE GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 8—SEGMENT INFORMATION (Continued)

		Years Ended December 31,
		2007		2006		2005
		(In thousands)
Capital expenditures:
Interval		$	9,892	$	6,682	$	8,966
RQH			427		—		—
	Total	$	10,319	$	6,682	$	8,966

        ILG maintains operations in the United States, the United Kingdom and other international territories. Geographic information about the United States and international territories is presented below:

		Years Ended December 31,
		2007		2006		2005
		(In thousands)
Revenue:
	United States	$	302,135	$	237,818	$	213,319
	All other countries		58,272		50,828		47,524
	Total	$	360,407	$	288,646	$	260,843

		December 31,
		2007		2006
		(In thousands)
Long-lived assets (excluding goodwill and intangible assets):
	United States	$	33,688	$	20,161
	All other countries		1,275		1,169
	Total	$	34,963	$	21,330

NOTE 9—COMMITMENTS

        ILG leases office space, computers and equipment used in connection with its operations under various operating leases, many of which contain escalation clauses.

        Future minimum payments under operating lease agreements are as follows (in thousands):

Years Ending December 31,
2008		$	9,333
2009			8,152
2010			6,440
2011			6,257
2012			6,172
Thereafter			38,589
	Total	$	74,943

F-22

INTERVAL LEISURE GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 9—COMMITMENTS (Continued)

        Expenses charged to operations under these agreements were $9.9 million, $9.4 million and $8.7 million for the years ended December 31, 2007, 2006 and 2005, respectively.

        ILG also has funding commitments that could potentially require its performance in the event of demands by third parties or contingent events, such as under letters of credit extended or under guarantees of debt, as follows (in thousands):

		Amount of Commitment Expiration Per Period
		Total Amounts Committed		Less Than 1 Year		1-3 Years		3-5 Years		More Than 5 Years
Guarantees, surety bonds, and letters of credit		$	32,612	$	25,040	$	3,722	$	1,806	$	2,044
Purchase obligations			10,587		4,177		3,150		2,173		1,087
	Total commercial commitments	$	43,199	$	29,217	$	6,872	$	3,979	$	3,131

        The total commercial commitments above primarily consist of guarantees, which support ILG's business in the United Kingdom. The purchase obligations primarily relate to future space purchases.

NOTE 10—CONTINGENCIES

        In the ordinary course of business, ILG is a party to various lawsuits. ILG establishes reserves for specific legal matters when it determines that the likelihood of an unfavorable outcome is probable and the loss is reasonably estimable. Management has also identified certain other legal matters where it believes an unfavorable outcome is not probable and, therefore, no reserve is established. Although management currently believes that an unfavorable resolution of claims against ILG, including claims where an unfavorable outcome is reasonably possible, will not have a material impact on the liquidity, results of operations, or financial condition of ILG, these matters are subject to inherent uncertainties and management's view of these matters may change in the future. ILG also evaluates other contingent matters, including tax contingencies, to assess the probability and estimated extent of potential loss. See Note 7 for discussion related to income tax contingencies.

NOTE 11—FINANCIAL INSTRUMENTS

        The additional disclosure below of the estimated fair value of financial instruments has been determined by ILG using available market information and appropriate valuation methodologies when available. ILG's financial instruments include guarantees, letters of credit and surety bonds. These commitments are in place to facilitate the commercial operations of certain Company subsidiaries.

	December 31, 2007					December 31, 2006
	Carrying Amount		Fair Value			Carrying Amount		Fair Value
	(In thousands)
Cash and cash equivalents	$	67,113	$	67,113		$	37,557	$	37,557
Restricted cash and cash equivalents		5,817		5,817			293		293
Accounts receivable, net		15,750		15,750			9,301		9,301
Guarantees, surety bonds and letters of credit		N/A		(32,612	)		N/A		(19,612	)

F-23

INTERVAL LEISURE GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 11—FINANCIAL INSTRUMENTS (Continued)

        The carrying amounts of cash and cash equivalents and restricted cash and cash equivalents reflected in the accompanying consolidated balance sheets approximate fair value as they are redeemable at par upon notice or maintained with various high-quality financial institutions and have maturities of less than 91 days. Accounts receivable, net, are short-term in nature and are generally settled shortly after the sale.

NOTE 12—SUPPLEMENTAL CASH FLOW INFORMATION

Supplemental Disclosure of Cash Flow Information:

		Years Ended December 31,
		2007			2006			2005
		(In thousands)
Cash paid during the period for:
	Interest	$	55		$	51		$	—
	Income tax payments, including amounts paid to IAC for ILG's share of IAC's consolidated tax liability		48,593			41,663			38,254
	Income tax refunds		(729	)		(32	)		(233	)

NOTE 13—RELATED PARTY TRANSACTIONS

        ILG has an agreement with Arise Virtual Solutions relating to outsourced call center services provided by ILG to its members. During 2007 and 2006, total payments of approximately $3.2 million and $1.1 million, respectively, were made to Arise. Amounts payable related to these services were $0.1 million at both December 31, 2007 and 2006 and are included in "Accrued expenses and other current liabilities" in the accompanying consolidated balance sheets. Arise is considered a related party because one of IAC's board members is a partner of Accretive LLC, which owns Arise Virtual Solutions.

        ILG's expenses include allocations from IAC of costs associated with IAC's accounting, treasury, legal, tax, corporate support, human resources and internal audit functions. These allocations were based on the ratio of ILG's revenue as a percentage of IAC's total revenue. Allocated costs were $1.0 million, $0.7 million and $0.7 million in 2007, 2006 and 2005, respectively, and are included in "General and administrative expense" in the accompanying consolidated statements of operations. It is not practicable to determine the actual expenses that would have been incurred for these services had ILG operated as a stand-alone entity. In the opinion of management, the allocation method is reasonable.

        The portion of interest income reflected in the consolidated statements of operations that is intercompany in nature, was $7.7 million, $7.0 million and $4.7 million for the years ended December 31, 2007, 2006 and 2005, respectively. This intercompany interest relates to the receivables from IAC.

F-24

INTERVAL LEISURE GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 13—RELATED PARTY TRANSACTIONS (Continued)

        An analysis of ILG's receivables from IAC and subsidiaries is as follows (in thousands):

	2007			2006
Receivables from IAC and subsidiaries, beginning of year	$	355,057		$	259,122
Cash transfers to IAC related to its centrally managed U.S. treasury function		95,234			108,202
Interest income		7,718			7,003
Employee equity instruments and associated tax withholdings		1,074			1,049
Taxes (excludes withholdings associated with employee equity instruments)		506			(4,178	)
Allocation of non-cash compensation expense		(3,566	)		(3,286	)
Administrative expenses and other		(19,548	)		(12,855	)
Receivables from IAC and subsidiaries, end of year	$	436,475		$	355,057

Relationship Between IAC and ILG after the Spin-Off

        For purposes of governing certain of the ongoing relationships between ILG and IAC at and after the spin-off, and to provide for an orderly transition, ILG and IAC are expected to enter into a separation agreement, a tax sharing agreement, an employee matters agreement and a transition services agreement (the "Spin-Off Agreements"), among other agreements.

Separation Agreement

        The separation agreement is expected to provide generally that (i) immediately prior to the spin-off, IAC will contribute or otherwise transfer to ILG all of the subsidiaries and assets comprising the ILG Businesses, (ii) ILG will assume all of the liabilities related to the ILG Businesses, (iii) each party will indemnify the other and its respective affiliates, current and former directors, officers and employees for any losses arising out of any breach of any of the Spin-Off Agreements and (iv) ILG will indemnify IAC for its failure to assume and perform any assumed liabilities and any liabilities relating to ILG financial and business information included in the SEC documentation filed with respect to the spin-off as well as such other terms as to which IAC and ILG mutually agree.

Tax Sharing Agreement

        The tax sharing agreement will govern the respective rights, responsibilities and obligations of IAC and ILG after the spin-off with respect to taxes for the periods ending on or before the spin-off. Generally, IAC will pay taxes with respect to ILG income included on its consolidated, unitary or combined federal or state tax returns including audit adjustments with respect thereto. Other pre-distribution taxes that are attributable to the ILG Businesses, including taxes reported on separately filed and all foreign returns and audit adjustments with respect thereto, will be borne solely by ILG.

        The tax sharing agreement is expected to contain certain customary restrictive covenants that generally prohibit ILG (absent a supplemental IRS ruling or an unqualified opinion of counsel to the contrary, in each case, in a form and substance satisfactory acceptable to IAC in its sole discretion) from taking actions that could jeopardize the tax free nature of the spin-off. ILG is expected to agree to indemnify IAC for any taxes and related losses resulting from its non-compliance with these

F-25

INTERVAL LEISURE GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 13—RELATED PARTY TRANSACTIONS (Continued)

restrictive covenants, as well as for the breach of certain representations in the Spin-Off Agreements and other documentation relating to the tax-free nature of the spin-off.

Employee Matters Agreement

        The employee matters agreement will generally provide that ILG will be responsible for, among other obligations, all employment and benefit-related obligations and liabilities related to those persons employed by the ILG Businesses immediately prior to the spin-off (and their dependents and beneficiaries) and former employees who most recently worked for the ILG Businesses. This agreement is also expected to provide that assets and liabilities from the IAC Retirement Savings Plan of ILG employees will be transferred to a newly established ILG Retirement Savings Plan as soon as practicable following the spin-off.

Transition Services Agreement

        Under the transition services agreement, beginning on the date of the completion of the spin-off, IAC will provide to ILG on an interim, transitional basis, various services, which are expected to relate primarily to public company and operational matters, and such other services as to which IAC and ILG mutually agree. The agreed upon charges for these services will generally allow IAC to recover fully the allocated costs of providing the services, plus all out-of-pocket costs and expenses. ILG may terminate the agreement with respect to one or more particular services upon prior written notice.

Commercial Agreements

        IAC and ILG currently, and for the foreseeable future expect to provide certain services to each other pursuant to certain commercial relationships. In connection with the spin-off, IAC and ILG will enter into a number of commercial agreements between subsidiaries of IAC, on the one hand, and subsidiaries of ILG, on the other hand, many of which will memorialize (in most material respects) pre-existing arrangements in effect prior to the spin-off and all of which are intended to reflect arm's length terms. In addition, IAC and ILG believe that such agreements, whether taken individually or in the aggregate, do not constitute a material contract to either IAC or ILG.

        Aggregate revenue earned with respect to these commercial agreements, with IAC subsidiaries, by the ILG Businesses was not material in 2007, 2006 and 2005. The ILG Businesses incurred approximately $2.1 million, $1.7 million and $1.5 million in 2007, 2006 and 2005, respectively, in expenses related to these commercial agreements with IAC subsidiaries.

NOTE 14—BENEFIT PLANS

        During the three years ended December 31, 2007, ILG participated in a retirement savings plan sponsored by IAC that qualified under Section 401(k) of the Code. Subsequent to the spin-off, the net assets available for benefits of the employees of ILG are expected to be transferred from the IAC plan to a newly created ILG plan. Under the IAC plan, participating employees may contribute up to 16% of their pretax earnings, but not more than statutory limits. ILG's match under the IAC plan is fifty cents for each dollar a participant contributes in this plan, with a maximum contribution of 3% of a participant's eligible earnings. Matching contributions for the plan were approximately $1.1 million, $1.0 million and $1.0 million in 2007, 2006, and 2005, respectively. Matching contributions are invested in the same manner as each participant's voluntary contributions in the investment options provided

F-26

INTERVAL LEISURE GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 14—BENEFIT PLANS (Continued)

under the plan. Investment options in the plan include IAC common stock, but neither participant nor matching contributions are required to be invested in IAC common stock.

        During the three years ended December 31, 2007, ILG also had or participated in various benefit plans, principally defined contribution plans, for its non-U.S. employees. ILG's contributions for these plans were approximately $0.3 million, $0.3 million and $0.3 million in 2007, 2006 and 2005, respectively.

NOTE 15—QUARTERLY RESULTS (UNAUDITED)

	Quarter Ended March 31,		Quarter Ended June 30,(a)		Quarter Ended September 30,(a)		Quarter Ended December 31,(a)
	(In thousands)
Year Ended December 31, 2007
Revenue	$	86,433	$	85,885	$	96,019	$	92,070
Gross profit		67,489		63,377		65,753		62,989
Operating income		31,829		26,434		25,054		23,249
Net income		21,149		17,419		16,546		15,942
Year Ended December 31, 2006
Revenue	$	78,676	$	71,377	$	70,359	$	68,234
Gross profit		61,219		54,281		54,010		52,843
Operating income		26,179		19,173		19,913		20,863
Net income		17,241		13,256		13,293		14,253

(a)

The second, third and fourth quarters of 2007 include the results of RQH, which was acquired by ILG on May 31, 2007.

F-27

Schedule II

INTERVAL LEISURE GROUP, INC. AND SUBSIDIARIES

VALUATION AND QUALIFYING ACCOUNTS

Description	Balance at Beginning of Period		Charges to Earnings			Charges to Other Accounts			Deductions			Balance at End of Period
	(In thousands)
2007
Allowance for doubtful accounts	$	255	$	(95	)	$	200		$	(8	)(1)	$	352
Deferred tax valuation allowance		714		45			(80	)		—			679
2006
Allowance for doubtful accounts	$	619	$	(182	)	$	(182	)	$	—		$	255
Deferred tax valuation allowance		861		(147	)		—			—			714
2005
Allowance for doubtful accounts	$	1,129	$	(298	)	$	—		$	(212	)(1)	$	619
Deferred tax valuation allowance		687		177			(3	)		—			861

(1)

Write-off of uncollectible accounts receivable.

F-28

INTERVAL LEISURE GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

		Three Months Ended June 30,						Six Months Ended June 30,
		2008			2007			2008			2007
		(In thousands)
Revenue		$	103,184		$	85,885		$	219,121		$	172,318
Cost of sales (exclusive of depreciation shown separately below)			34,288			22,508			70,321			41,452
	Gross profit		68,896			63,377			148,800			130,866
Selling and marketing expense			13,512			11,413			25,775			23,075
General and administrative expense			20,169			17,260			40,134			33,065
Amortization of intangibles			6,477			6,305			12,954			12,610
Depreciation			2,392			1,965			4,627			3,853
	Operating income		26,346			26,434			65,310			58,263
Other income (expense):
	Interest income		5,119			2,637			7,135			5,278
	Interest expense		(53	)		(70	)		(113	)		(116	)
	Other expense		(40	)		(736	)		(540	)		(849	)
Total other income, net			5,026			1,831			6,482			4,313
Earnings before income taxes and minority interest			31,372			28,265			71,792			62,576
Income tax provision			(11,881	)		(10,843	)		(27,485	)		(24,005	)
Minority interest in loss (income) of consolidated subsidiaries			1			(3	)		(7	)		(3	)
Net income		$	19,492		$	17,419		$	44,300		$	38,568

The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.

F-29

INTERVAL LEISURE GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

			June 30, 2008			December 31, 2007
			(unaudited)			(audited)
			(In thousands)
		ASSETS
Cash and cash equivalents			$	76,208		$	67,113
Restricted cash and cash equivalents				5,085			5,817
Accounts receivable, net of allowance of $201 and $352, respectively				21,686			15,750
Deferred income taxes				27,892			28,109
Deferred membership costs				14,633			13,688
Prepaid expenses and other current assets				16,280			17,086
	Total current assets			161,784			147,563
Property and equipment, net				35,982			34,963
Goodwill				513,323			514,308
Intangible assets, net				175,965			188,895
Deferred income taxes				12,549			12,549
Deferred membership costs				22,358			21,217
Other non-current assets				6,447			3,122
TOTAL ASSETS			$	928,408		$	922,617
LIABILITIES AND SHAREHOLDERS' EQUITY
LIABILITIES:
Accounts payable, trade			$	13,599		$	10,981
Deferred revenue				106,230			97,898
Income taxes payable				4,741			2,489
Accrued compensation and benefits				10,188			11,635
Member deposits				10,687			11,167
Accrued expenses and other current liabilities				31,983			26,105
	Total current liabilities			177,428			160,275
Other long-term liabilities				1,697			2,286
Deferred revenue				143,030			139,044
Deferred income taxes				106,341			107,133
Minority interest				519			512
Commitments and contingencies
SHAREHOLDERS' EQUITY:
Invested capital				726,795			726,919
Receivables from IAC and subsidiaries				(495,374	)		(436,475	)
Retained earnings				266,784			222,484
Accumulated other comprehensive income				1,188			439
	Total shareholders' equity			499,393			513,367
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY			$	928,408		$	922,617

The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.

F-30

INTERVAL LEISURE GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY

(Unaudited)

		Total			Invested Capital			Receivables from IAC and Subsidiaries			Retained Earnings		Accumulated Other Comprehensive Income
		(In thousands)
Balance as of December 31, 2007		$	513,367		$	726,919		$	(436,475	)	$	222,484	$	439
Comprehensive income:
	Net income for the six months ended June 30, 2008		44,300			—			—			44,300		—
	Foreign currency translation		749			—			—			—		749
Comprehensive income			45,049
Net transfers to IAC			(124	)		(124	)		—			—		—
Net increase in receivables from IAC and subsidiaries			(58,899	)		—			(58,899	)		—		—
Balance as of June 30, 2008		$	499,393		$	726,795		$	(495,374	)	$	266,784	$	1,188

The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.

F-31

INTERVAL LEISURE GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

		Six Months Ended June 30,
		2008			2007
		(In thousands)
Cash flows from operating activities:
Net income		$	44,300		$	38,568
Adjustments to reconcile net income to net cash provided by operating activities:
	Amortization of intangibles		12,954			12,610
	Depreciation		4,627			3,853
	Non-cash compensation expense		3,093			1,357
	Deferred income taxes		(459	)		(3,558	)
	Minority interest in income of consolidated subsidiaries		7			3
Changes in assets and liabilities:
	Accounts receivable		(5,906	)		(101	)
	Prepaid expenses and other current assets		1,072			1,266
	Accounts payable and other current liabilities		7,487			832
	Income taxes payable		1,955			694
	Deferred revenue		9,215			14,138
Other, net			(3,355	)		(133	)
Net cash provided by operating activities			74,990			69,529
Cash flows from investing activities:
	Acquisitions, net of cash acquired		999			(109,411	)
	Transfers (to) from IAC		(61,937	)		66,893
	Capital expenditures		(5,617	)		(3,894	)
Net cash used in investing activities			(66,555	)		(46,412	)
Cash flows from financing activities:
	Excess tax benefits from stock-based awards		—			258
	Other, net		—			(516	)
Net cash used in financing activities			—			(258	)
Effect of exchange rate changes on cash and cash equivalents			660			1,801
Net increase in cash and cash equivalents			9,095			24,660
Cash and cash equivalents at beginning of period			67,113			37,557
Cash and cash equivalents at end of period		$	76,208		$	62,217

The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.

F-32

INTERVAL LEISURE GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

NOTE 1—ORGANIZATION AND BASIS OF PRESENTATION

Spin-Off

        On November 5, 2007, IAC/InterActiveCorp ("IAC") announced that its Board of Directors approved a plan to separate IAC into five publicly traded companies, identifying Interval Leisure Group, Inc. ("ILG") as one of those five companies. In these consolidated financial statements, we refer to the separation transaction as the "spin-off." In connection with the spin-off, ILG was incorporated as a Delaware corporation in May 2008. Prior to August 20, 2008, ILG did not have any material assets or liabilities, nor did it engage in any business or other activities and, other than in connection with the spin-off, it will not acquire or incur any material assets or liabilities, nor will it engage in any business or other activities. Upon completion of the spin-off, ILG will consist of Interval and ResortQuest Hawaii and ResortQuest Real Estate of Hawaii, collectively referred to herein as "RQH," which was acquired on May 31, 2007, the businesses that formerly comprised IAC's Interval segment. The businesses to be operated by ILG following the spin-off are referred to herein as the "ILG Businesses."

Basis of Presentation

        The historical consolidated financial statements of ILG and its subsidiaries reflect the contribution or other transfer to ILG of all of the subsidiaries and assets and the assumption by ILG of all of the liabilities relating to the ILG Businesses in connection with the spin-off and the allocation to ILG of certain IAC corporate expenses relating to the ILG Businesses. Accordingly, the historical consolidated financial statements of ILG reflect the historical financial position, results of operations and cash flows of the ILG Businesses since their respective dates of acquisition by IAC, based on the historical consolidated financial statements and accounting records of IAC and using the historical results of operations and historical bases of the assets and liabilities of the ILG Businesses with the exception of accounting for income taxes. For purposes of these financial statements, income taxes have been computed for ILG on an as if stand-alone, separate tax return basis. Intercompany transactions and accounts have been eliminated.

        In the opinion of ILG's management, the assumptions underlying the historical consolidated financial statements of ILG are reasonable. However, this financial information does not necessarily reflect what the historical financial position, results of operations and cash flows of ILG would have been had ILG been a stand- alone company during the periods presented.

        The accompanying unaudited consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information and with the rules and regulations of the Securities and Exchange Commission. Accordingly, they do not include all of the information and notes required by U.S. generally accepted accounting principles for complete financial statements. In the opinion of ILG's management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Interim results are not necessarily indicative of the results that may be expected for a full year. The accompanying unaudited consolidated financial statements should be read in conjunction with ILG's audited consolidated financial statements and notes thereto for the year ended December 31, 2007.

F-33

INTERVAL LEISURE GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)

NOTE 1—ORGANIZATION AND BASIS OF PRESENTATION (Continued)

Company Overview

        ILG is a leading provider of membership services, primarily to the vacation ownership industry, through Interval. With the acquisition of RQH in May 2007, ILG also entered the vacation rental and property management services industry.

NOTE 2—SIGNIFICANT ACCOUNTING POLICIES

Accounting Estimates

        ILG's management is required to make certain estimates and assumptions during the preparation of its consolidated financial statements in accordance with U.S. generally accepted accounting principles. These estimates and assumptions impact the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities as of the date of the consolidated financial statements. They also impact the reported amount of net earnings during any period. Actual results could differ from those estimates.

        Significant estimates underlying the accompanying consolidated financial statements include: the recovery of goodwill and intangible assets; the determination of deferred income taxes, including related valuation allowances; the determination of deferred revenue; and assumptions related to the determination of stock-based compensation.

Recent Accounting Pronouncements

        In December 2007, the Financial Accounting Standards Board ("FASB") issued SFAS No. 160, "Noncontrolling Interests in Consolidated Financial Statements—an amendment of Accounting Research Bulletin No. 51" ("SFAS No. 160"). SFAS No. 160 establishes accounting and reporting standards for ownership interests in subsidiaries held by parties other than the parent, the amount of consolidated net income attributable to the parent and to the noncontrolling interest, changes in a parent's ownership interest and the valuation of retained noncontrolling equity investments when a subsidiary is deconsolidated. The Statement also establishes reporting requirements that provide sufficient disclosures that clearly identify and distinguish between the interests of the parent and the interests of the noncontrolling owners. SFAS No. 160 is effective for fiscal years beginning after December 15, 2008. SFAS No. 160 will be applied prospectively, except as it relates to disclosures, for which the effects will be applied retrospectively for all periods presented. Early adoption is not permitted. ILG is currently assessing the impact of SFAS No. 160 on its consolidated financial position, results of operations and cash flows.

        In December 2007, the FASB issued SFAS No. 141 (revised 2007), "Business Combinations" ("SFAS No. 141R"), which replaces FASB Statement No. 141. SFAS No. 141R establishes principles and requirements for how an acquirer recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, any noncontrolling interest in the acquiree and the goodwill acquired. The Statement also establishes disclosure requirements that will enable users to evaluate the nature and financial effects of the business combination. SFAS No. 141R applies prospectively to business combinations in fiscal years beginning after December 15, 2008. Early adoption is not permitted. ILG is currently assessing the impact of the adoption of SFAS No. 141R on its consolidated financial position, results of operations and cash flows.

F-34

INTERVAL LEISURE GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)

NOTE 3—GOODWILL AND INTANGIBLE ASSETS

        The balance of goodwill and intangible assets, net is as follows (in thousands):

		June 30, 2008		December 31, 2007
Goodwill		$	513,323	$	514,308
Intangible assets with indefinite lives			33,300		33,300
Intangible assets with definite lives, net			142,665		155,595
	Total goodwill and intangible assets, net	$	689,288	$	703,203

        Intangible assets with indefinite lives relate principally to trade names and trademarks. At June 30, 2008, intangible assets with definite lives relate to the following (in thousands):

		Cost		Accumulated Amortization			Net		Weighted Average Amortization Life (Years)
Customer relationships		$	129,500	$	(74,732	)	$	54,768		10.0
Purchase agreements			73,500		(42,416	)		31,084		10.0
Property management contracts			45,700		(3,536	)		42,164		14.0
Technology			24,630		(24,603	)		27		5.0
Other			16,878		(2,256	)		14,622		8.1
	Total	$	290,208	$	(147,543	)	$	142,665

        At December 31, 2007, intangible assets with definite lives relate to the following (in thousands):

		Cost		Accumulated Amortization			Net		Weighted Average Amortization Life (Years)
Customer relationships		$	129,500	$	(68,257	)	$	61,243		10.0
Purchase agreements			73,500		(38,741	)		34,759		10.0
Property management contracts			45,700		(1,904	)		43,796		14.0
Technology			24,630		(24,600	)		30		5.0
Other			16,854		(1,087	)		15,767		8.2
	Total	$	290,184	$	(134,589	)	$	155,595

F-35

INTERVAL LEISURE GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)

NOTE 3—GOODWILL AND INTANGIBLE ASSETS (Continued)

        Amortization of intangible assets with definite lives is computed on a straight-line basis and, based on December 31, 2007 balances, such amortization for the next five years and thereafter is estimated to be as follows (in thousands):

Years Ending December 31,
2008	$	25,917
2009		25,887
2010		25,887
2011		25,826
2012		19,892
2013 and thereafter		32,186
	$	155,595

        The following table presents the balance of goodwill by segment, including changes in the carrying amount of goodwill, for the six months ended June 30, 2008 (in thousands):

	Balance as of January 1, 2008		Additions		(Deductions)			Balance as of June 30, 2008
Interval	$	473,879	$	—	$	—		$	473,879
RQH		40,429		14		(999	)		39,444
Total	$	514,308	$	14	$	(999	)	$	513,323

        The change in RQH's goodwill principally relates to a settlement received related to a lawsuit that was filed by RQH prior to its acquisition by ILG.

NOTE 4—PROPERTY AND EQUIPMENT

        The balance of property and equipment, net is as follows (in thousands):

		June 30, 2008			December 31, 2007
Computer equipment		$	16,151		$	14,443
Capitalized software			33,942			31,312
Buildings and leasehold improvements			19,548			19,182
Furniture and other equipment			8,832			8,096
Projects in progress			5,989			5,848
			84,462			78,881
Less: accumulated depreciation and amortization			(48,480	)		(43,918	)
	Total property and equipment, net	$	35,982		$	34,963

NOTE 5—SEGMENT INFORMATION

        The overall concept that ILG employs in determining its operating segments and related financial information is to present them in a manner consistent with how the chief operating decision maker and executive management view the businesses, how the businesses are organized as to segment

F-36

INTERVAL LEISURE GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)

NOTE 5—SEGMENT INFORMATION (Continued)

management, and the focus of the businesses with regards to the types of products or services offered or the target market. ILG has two operating segments, Interval, its vacation ownership membership services business, and RQH, its vacation rental and property management business.

        ILG's primary metric is Operating Income Before Amortization, which is defined as operating income excluding, if applicable: (1) non-cash compensation expense, (2) amortization and impairment of intangibles, (3) goodwill impairment, (4) pro forma adjustments for significant acquisitions, and (5) one-time items. ILG believes this measure is useful to investors because it represents the consolidated operating results from ILG's segments, taking into account depreciation, which it believes is an ongoing cost of doing business, but excluding the effects of any other non-cash expenses. Operating Income Before Amortization has certain limitations in that it does not take into account the impact to ILG's statement of operations of certain expenses, including non-cash compensation, and acquisition related accounting.

        The following tables reconcile Operating Income Before Amortization to operating income for ILG's operating segments and to net income in total (in thousands):

	For the Three Months Ended June 30, 2008:
	Operating Income Before Amortization		Non-Cash Compensation Expense			Amortization of Intangibles			Operating Income (Loss)
Interval	$	33,581	$	(1,623	)	$	(5,241	)	$	26,717
RQH		940		(75	)		(1,236	)		(371	)
Total	$	34,521	$	(1,698	)	$	(6,477	)		26,346
Other income, net										5,026
Earnings before income taxes and minority interest										31,372
Income tax provision										(11,881	)
Minority interest in loss of consolidated subsidiaries										1
Net income									$	19,492

F-37

INTERVAL LEISURE GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)

NOTE 5—SEGMENT INFORMATION (Continued)

	For the Three Months Ended June 30, 2007:
	Operating Income Before Amortization		Non-Cash Compensation Expense			Amortization of Intangibles			Operating Income
Interval	$	32,748	$	(984	)	$	(6,305	)	$	25,459
RQH		983		(8	)		—			975
Total	$	33,731	$	(992	)	$	(6,305	)		26,434
Other income, net										1,831
Earnings before income taxes and minority interest										28,265
Income tax provision										(10,843	)
Minority interest in income of consolidated subsidiaries										(3	)
Net income									$	17,419

	For the Six Months Ended June 30, 2008:
	Operating Income Before Amortization		Non-Cash Compensation Expense			Amortization of Intangibles			Operating Income
Interval	$	76,493	$	(2,943	)	$	(10,482	)	$	63,068
RQH		4,864		(150	)		(2,472	)		2,242
Total	$	81,357	$	(3,093	)	$	(12,954	)		65,310
Other income, net										6,482
Earnings before income taxes and minority interest										71,792
Income tax provision										(27,485	)
Minority interest in income of consolidated subsidiaries										(7	)
Net income									$	44,300

F-38

INTERVAL LEISURE GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)

NOTE 5—SEGMENT INFORMATION (Continued)

	For the Six Months Ended June 30, 2007:
	Operating Income Before Amortization		Non-Cash Compensation Expense			Amortization of Intangibles			Operating Income
Interval	$	71,247	$	(1,349	)	$	(12,610	)	$	57,288
RQH		983		(8	)		—			975
Total	$	72,230	$	(1,357	)	$	(12,610	)		58,263
Other income, net										4,313
Earnings before income taxes and minority interest										62,576
Income tax provision										(24,005	)
Minority interest in income of consolidated subsidiaries										(3	)
Net income									$	38,568

        Non-cash compensation expense in the tables above is included in the following line items in the accompanying consolidated statements of operations for the three and six months ended June 30, 2008 and 2007 (in thousands):

	Three Months Ended June 30,				Six Months Ended June 30,
	2008		2007		2008		2007
Cost of sales	$	132	$	78	$	240	$	107
Selling and marketing expense		145		85		263		117
General and administrative expense		1,421		829		2,590		1,133
Non-cash compensation expense	$	1,698	$	992	$	3,093	$	1,357

		Three Months Ended June 30,				Six Months Ended June 30,
		2008		2007		2008		2007
		(In thousands)
Revenue:
	Interval	$	88,646	$	80,183	$	185,480	$	166,616
	RQH		14,538		5,702		33,641		5,702
	Total	$	103,184	$	85,885	$	219,121	$	172,318

F-39

INTERVAL LEISURE GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)

NOTE 5—SEGMENT INFORMATION (Continued)

        ILG maintains operations in the United States, the United Kingdom and other international territories. Geographic information about the United States and international territories is presented below (in thousands):

		Three Months Ended June 30,				Six Months Ended June 30,
		2008		2007		2008		2007
Revenue:
	United States	$	83,636	$	70,902	$	180,924	$	142,033
	All other countries		19,548		14,983		38,197		30,285
	Total	$	103,184	$	85,885	$	219,121	$	172,318

		June 30, 2008		December 31, 2007
Long-lived assets (excluding goodwill and intangible assets):
	United States	$	34,521	$	33,688
	All other countries		1,461		1,275
	Total	$	35,982	$	34,963

NOTE 6—COMPREHENSIVE INCOME

        Comprehensive income is comprised of (in thousands):

	Three Months Ended June 30,				Six Months Ended June 30,
	2008		2007		2008		2007
Net income	$	19,492	$	17,419	$	44,300	$	38,568
Foreign currency translation		27		1,039		749		1,107
Comprehensive income	$	19,519	$	18,458	$	45,049	$	39,675

        Accumulated other comprehensive income at June 30, 2008 and December 31, 2007 is solely related to foreign currency translation and is recorded net of tax.

NOTE 7—INCOME TAXES

        ILG calculates its interim income tax provision in accordance with Accounting Principles Board Opinion No. 28 and FASB Interpretation No. 18. At the end of each interim period, ILG makes its best estimate of the annual expected effective tax rate and applies that rate to its ordinary year-to-date earnings or loss. The tax or benefit related to significant, unusual, or extraordinary items that will be separately reported or reported net of their related tax effect are individually computed and recognized in the interim period in which those items occur. In addition, the effect of changes in enacted tax laws or rates, tax status, or judgment on the realizability of a beginning-of-the-year deferred tax asset in future years is recognized in the interim period in which the change occurs.

        The computation of the annual expected effective tax rate at each interim period requires certain estimates and assumptions including, but not limited to, the expected operating income for the year,

F-40

INTERVAL LEISURE GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)

NOTE 7—INCOME TAXES (Continued)

projections of the proportion of income (or loss) earned and taxed in foreign jurisdictions, permanent and temporary differences, and the likelihood of recovering deferred tax assets generated in the current year. The accounting estimates used to compute the provision for income taxes may change as new events occur, more experience is acquired, additional information is obtained or ILG's tax environment changes. To the extent that the estimated annual effective tax rate changes during a quarter, the effect of the change on prior quarters is included in tax expense for the current quarter.

        For the three and six months ended June 30, 2008, ILG recorded tax provisions of $11.9 million and $27.5 million, respectively, which represent effective tax rates of 38%. These tax rates are higher than the federal statutory rate of 35% due principally to state and local income taxes partially offset by foreign income taxed at lower rates.

        For the three and six months ended June 30, 2007, ILG recorded tax provisions of $10.8 million and $24.0 million, respectively, which represent effective tax rates of 38%. These tax rates are higher than the federal statutory rate of 35% due principally to state and local income taxes partially offset by foreign income taxed at lower rates.

        As of December 31, 2007 and June 30, 2008, ILG had unrecognized tax benefits of approximately $5.7 million. Included in unrecognized tax benefits at June 30, 2008 is approximately $4.9 million for tax positions included in IAC's consolidated tax return filings that will remain a liability of IAC after the spin-off. ILG recognizes interest and, if applicable, penalties related to unrecognized tax benefits in income tax expense. Included in income tax expense for the six months ended June 30, 2008 is $0.1 million, net of related deferred taxes, for interest on unrecognized tax benefits. At June 30, 2008, ILG has accrued $1.8 million for the payment of interest. There are no material accruals for penalties.

        By virtue of previously filed separate company and consolidated tax returns with IAC, ILG is routinely under audit by federal, state, local and foreign authorities in the area of income tax. These audits include questioning the timing and the amount of deductions and the allocation of income among various tax jurisdictions. Income taxes payable include amounts considered sufficient to pay assessments that may result from examination of prior year returns; however, the amount paid upon resolution of issues raised may differ from the amount provided. Differences between the reserves for tax contingencies and the amounts owed by ILG are recorded in the period they become known.

        The IRS is currently examining the IAC consolidated tax returns for the years ended December 31, 2001 through 2003, which includes the operations of ILG from September 24, 2002, its date of acquisition by IAC. The statute of limitations for these years has been extended to December 31, 2009. Various IAC consolidated tax returns filed with state, local and foreign jurisdictions are currently under examination, the most significant of which are California, Florida, New York state and New York City, for various tax years after December 31, 2001. These examinations are expected to be completed by late 2008.

        ILG believes that it is reasonably possible that its unrecognized tax benefits could decrease by approximately $2.9 million within twelve months of the current reporting date due primarily to the reversal of deductible temporary differences which will result in a corresponding increase in net deferred tax liabilities. An estimate of other changes in unrecognized tax benefits cannot be made, but are not expected to be significant.

F-41

INTERVAL LEISURE GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)

NOTE 8—CONTINGENCIES

        In the ordinary course of business, ILG is a party to various lawsuits. ILG establishes reserves for specific legal matters when it determines that the likelihood of an unfavorable outcome is probable and the loss is reasonably estimable. Management has also identified certain other legal matters where it believes an unfavorable outcome is not probable and, therefore, no reserve is established. Although management currently believes that an unfavorable resolution of claims against ILG, including claims where an unfavorable outcome is reasonably possible, will not have a material impact on the liquidity, results of operations, or financial condition of ILG, these matters are subject to inherent uncertainties and management's view of these matters may change in the future. ILG also evaluates other contingent matters, including tax contingencies, to assess the probability and estimated extent of potential loss. See Note 7 for discussion related to income tax contingencies.

NOTE 9—RELATED PARTY TRANSACTIONS

        ILG's expenses include allocations from IAC of costs associated with IAC's accounting, treasury, legal, tax, corporate support, human resources and internal audit functions. These allocations were based on the ratio of ILG's revenue as a percentage of IAC's total revenue. Allocated costs were $0.2 million and $0.2 million for the three months ended June 30, 2008 and 2007, respectively, and $0.5 million and $0.4 million for the six months ended June 30, 2008 and 2007, respectively, and are included in "General and administrative expense" in the accompanying consolidated statements of operations. It is not practicable to determine the actual expenses that would have been incurred for these services had ILG operated as a stand-alone entity. In the opinion of management, the allocation method is reasonable.

        The portion of interest income reflected in the consolidated statements of operations that is intercompany in nature, was $4.2 million, $5.5 million, $2.3 million and $3.8 million for the three and six months ended June 30, 2008 and 2007, respectively. This intercompany interest relates to the receivables from IAC.

        An analysis of ILG's receivables from IAC and subsidiaries is as follows (in thousands):

	June 30, 2008
Receivables from IAC and subsidiaries at December 31, 2007	$	436,475
Cash transfers to IAC related to its centrally managed U.S. treasury function		69,231
Interest income		5,491
Employee equity instruments and associated tax withholdings		738
Allocation of non-cash compensation expense		(3,038	)
Administrative expenses and other		(13,523	)
Receivables from IAC and subsidiaries at June 30, 2008	$	495,374

Relationship Between IAC and ILG after the Spin-Off

        For purposes of governing certain of the ongoing relationships between ILG and IAC at and after the spin-off, and to provide for an orderly transition, ILG and IAC are expected to enter into a separation agreement, a tax sharing agreement, an employee matters agreement and a transition services agreement (the "Spin-Off Agreements"), among other agreements. See Note 10.

F-42

INTERVAL LEISURE GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Continued)

NOTE 10—SUBSEQUENT EVENTS

ILG Senior Secured Credit Facility

        In connection with the spin-off of ILG, on July 25, 2008, Interval Acquisition Corp., a subsidiary of ILG, entered into a senior secured credit facility with a maturity of five years, which consists of a $150.0 million term loan (the "Term Loan") and a $50.0 million revolving credit facility (the "RCF").

        The interest rates per annum applicable to loans under the senior secured credit facility are, at Interval Acquisition Corp.'s option, equal to either a base rate or a LIBOR rate plus an applicable margin, which will vary with the total leverage ratio of Interval Acquisition Corp. but initially will be fixed at 2.75% per annum for LIBOR term loans, 2.25% per annum for LIBOR revolving loans, 1.75% per annum for base rate term loans and 1.25% per annum for base rate revolving loans.

        All obligations under the senior secured credit facilities are unconditionally guaranteed by ILG and each of Interval Acquisition Corp.'s existing and future direct and indirect domestic subsidiaries, subject to certain exceptions.

Interval Acquisition Corp. 9.5% Senior Notes

        In connection with the spin-off of ILG, on July 28, 2008, Interval Acquisition Corp. (the "Issuer") agreed to issue $300.0 million of aggregate principal amount of 9.5% Senior Notes due 2016 ("Interval Senior Notes"), reduced by the original issue discount of $23.5 million, to IAC, and IAC has agreed to exchange such Interval Senior Notes for certain of IAC's 7% Senior Notes due 2013 pursuant to a notes exchange and consent agreement. The issuance and exchange occurred on August 19 and 20, 2008, respectivelyInterest on the Interval Senior Notes is payable semi-annually in cash in arrears on September 1 and March 1 of each year, commencing March 1, 2009. The Interval Senior Notes are guaranteed by all entities that are domestic subsidiaries of the Issuer and by ILG.

        The Interval Senior Notes are redeemable by the Issuer in whole or in part, on or after September 1, 2012 at a redemption price equal to 100% of the principal amount plus accrued and unpaid interest.

        The final total costs incurred in connection with the issuance of the Interval Senior Notes and borrowings under the Term Loan and establishing the RCF are estimated to be $13.5 million. The initial net cash proceeds to ILG were approximately $139.4 million, which was net of $10.6 million of billed expenses. In connection with the spin-off, ILG retained $50.0 million and distributed the remainder of the net proceeds, $89.4 million, to IAC. The additional costs, estimated at $2.9 million, in connection with the issuance, will be paid by IAC and settled as part of the finalized intercompany receivable balance with IAC, with no cash outlay by ILG.

F-43

GUARANTOR FINANCIAL INFORMATION

        The following tables present condensed consolidating financial information as of June 30, 2008 and for the three and six months ended June 30, 2008 for the Issuer on a stand-alone basis, the combined guarantor subsidiaries of ILG (collectively, the "Guarantor Subsidiaries"), the combined non-guarantor subsidiaries of ILG (collectively, the "Non-Guarantor Subsidiaries") and ILG on a consolidated basis (in thousands).

Balance sheets as of June 30, 2008

	Interval Acquisition Corp.		Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Total Eliminations			ILG Consolidated
Current assets	$	—	$	70,318		$	91,466	$	—		$	161,784
Property and equipment, net		—		34,522			1,460		—			35,982
Goodwill and intangible assets, net		351,581		337,707			—		—			689,288
Investment in subsidiaries		577,089		46,684			—		(623,773	)		—
Other assets		24,632		28,343			15,827		(27,448	)		41,354
Total assets	$	953,302	$	517,574		$	108,753	$	(651,221	)	$	928,408
Current liabilities	$	173	$	173,882		$	30,821	$	(27,448	)	$	177,428
Other liabilities and minority interest		96,909		124,316			30,362		—			251,587
Intercompany liabilities (receivables)		356,826		(357,712	)		886		—			—
Shareholders' equity		499,394		577,089			46,684		(623,774	)		499,393
Total liabilities and shareholders' equity	$	953,302	$	517,575		$	108,753	$	(651,222	)	$	928,408

Statements of operations for the three months ended June 30, 2008

	Interval Acquisition Corp.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Total Eliminations			ILG Consolidated
Revenue	$	—		$	88,374		$	14,810		$	—		$	103,184
Operating expenses		(5,240	)		(60,179	)		(11,419	)		—			(76,838	)
Interest income (expense), net		4,215			(41	)		892			—			5,066
Other income (expense), net		20,130			2,606			(9	)		(22,767	)		(40	)
Income tax benefit (provision)		387			(10,631	)		(1,637	)		—			(11,881	)
Minority interest		—			1			—			—			1
Net income	$	19,492		$	20,130		$	2,637		$	(22,767	)	$	19,492

Statements of operations for the six months ended June 30, 2008

	Interval Acquisition Corp.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Total Eliminations			ILG Consolidated
Revenue	$	—		$	189,650		$	29,471		$	—		$	219,121
Operating expenses		(10,481	)		(121,637	)		(21,693	)		—			(153,811	)
Interest income (expense), net		5,491			(74	)		1,605			—			7,022
Other income (expense), net		47,406			5,437			(436	)		(52,947	)		(540	)
Income tax benefit (provision)		1,884			(25,963	)		(3,406	)		—			(27,485	)
Minority interest		—			(7	)		—			—			(7	)
Net income	$	44,300		$	47,406		$	5,541		$	(52,947	)	$	44,300

F-44

Statements of cash flows for the six months ended June 30, 2008

	Interval Acquisition Corp.			Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Total Eliminations		ILG Consolidated
Cash flows provided by operating activities	$	6,909		$	64,268		$	3,813	$	—	$	74,990
Cash flows provided by (used in) investing activities		(6,909	)		(65,427	)		5,781		—		(66,555	)
Cash flows provided by (used in) financing activities		—			—			—		—		—
Effect of exchange rate changes on cash and cash equivalents		—			—			660		—		660
Cash and cash equivalents at beginning of the period		—			2,438			64,675		—		67,113
Cash and cash equivalents at end of period	$	—		$	1,279		$	74,929	$	—	$	76,208

F-45

Interval Acquisition Corp.

Offer to Exchange

$300,000,000 principal amount of 9.5% Senior Notes due 2016, which have been
registered under the Securities Act, for any and all of
our outstanding 9.5% Senior Notes due 2016

PROSPECTUS
    •    , 200•

        Each broker-dealer that receives exchange notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such exchange notes. By so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of exchange notes received in exchange for restricted notes where such restricted notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. In addition, until     •    , 200•, all dealers effecting transactions in the exchange notes may be required to deliver a prospectus.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20.    Indemnification of Officers and Directors

Delaware Entities

        The following registrants are corporations incorporated in the state of Delaware: Interval Leisure Group, Inc., Interval Acquisition Corp., IIC Holdings, Incorporated, Interval European Holdings Limited (also incorporated in England and Wales), Interval Holdings, Inc., Interval Vacation Exchange, Inc. and Vacation Holdings Hawaii, Inc.

        Section 145 of the Delaware General corporation Law ("DGCL") provides that a corporation may indemnify directors and officers as well as other employees and individuals against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, in which such person is made a party by reason of the fact that the person is or was a director, officer, employee or agent of the corporation (other than an action by or in the right of the corporation—a "derivative action"), if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person's conduct was unlawful. A similar standard is applicable in the case of derivative actions, except that indemnification only extends to expenses (including attorneys' fees) incurred in connection with the defense or settlement of such action, and the statute requires court approval before there can be any indemnification where the person seeking indemnification has been found liable to the corporation. The statute provides that it is not exclusive of other indemnification that may be granted by a corporation's by-laws, disinterested director vote, stockholder vote, agreement or otherwise.

        The certificates of incorporation of IIC Holdings, Incorporated, Interval Acquisition Corp., Interval European Holdings Limited, Interval Holdings, Inc., Interval Leisure Group, Inc., Interval Vacation Exchange, Inc. and Vacation Holdings Hawaii, Inc. each provide that no director shall be liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent such exemption from liability or limitation on liability is not permitted under the DGCL, as now in effect or as amended. Currently, Section 102(b)(7) of the DGCL requires that liability be imposed for the following:

•

any breach of the director's duty of loyalty to the corporation or its stockholders;



•

any act or omission not in good faith or which involved intentional misconduct or a knowing violation of law;



•

unlawful payments of dividends or unlawful stock repurchases or redemptions as provided in Section 174 of the DGCL; and



•

any transaction from which the director derived an improper personal benefit.

        The certificates of incorporation of IIC Holdings, Incorporated, Interval Acquisition Corp., Interval European Holdings Limited, Interval Holdings, Inc., Interval Leisure Group, Inc. and Vacation Holdings Hawaii, Inc. also specifically provide that any repeal or amendment of such indemnification provisions shall not adversely affect the right or protection of a director existing prior to the time of such repeal or amendment.

        Interval Acquisition Corp.'s Amended and Restated Certificate of Incorporation and Interval European Holdings Limited's Certificate of Incorporation, as amended, further provide that the corporation shall indemnify any person who was or is a party or is threatened to be made a party to, or testifies in, any threatened, pending or completed action, suit or proceeding, whether civil, criminal,

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administrative or investigative in nature, by reason of the fact that such person is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director or officer of any other corporation, partnership, joint venture, employee benefit plan, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding to the full extent permitted by law. Interval Holdings, Inc.'s Certificate of Incorporation provides that the corporation shall have the power to provide the foregoing indemnification. Vacation Holdings Hawaii, Inc.'s Certificate of Incorporation provides that the corporation shall provide indemnification similar to the foregoing. Notwithstanding the foregoing, Interval Acquisition Corp.'s Amended and Restated Certificate of Incorporation and Vacation Holdings Hawaii, Inc.'s Certificate of Incorporation further provide that those corporations shall only indemnify persons seeking indemnification as provided in this paragraph in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the Board of Directors of the respective corporation.

        Interval Leisure Group, Inc.'s Amended and Restated By-Laws provide that, to the fullest extent authorized by the DGCL, as now in effect or as amended, it will indemnify any person who was or is a party or is threatened to be made a party to any action, suit or proceeding by reason of the fact that such person, or a person of whom he or she is the legal representative, is or was a director or officer of the corporation, or by reason of the fact such person, or a person of whom he or she is the legal representative is or was serving, at the corporation's request, as a director, officer, or trustee of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans maintained or sponsored by the corporation. To the extent authorized by the DGCL, Interval Leisure Group, Inc. will indemnify such persons against all expenses, liability and loss (including attorneys' fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such persons in connection with such service. Notwithstanding the foregoing, Interval Leisure Group, Inc. shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by its Board of Directors. IIC Holdings, Incorporated's By-Laws provide the same indemnification rights as described in the proceeding sentences with respect to Interval Leisure Group, Inc.'s By-laws. Interval Vacation Exchange, Inc.'s By-Laws provide similar indemnification, although they do not specify that persons seeking indemnification in connection with a proceeding (or part thereof) initiated by such person must have authorization by the corporation's Board of Directors to have indemnification rights.

        The bylaws of Interval Acquisition Corp., Interval European Holdings Limited, Interval Holdings, Inc. and Vacation Holdings Hawaii, Inc. contain no provisions related to indemnification and, accordingly, the indemnification rights of its directors and officers are determined by the provisions described above.

Florida Entities

        The following registrants are business entities formed under Florida law: Interval International, Inc., Interval International Holdings, Inc., Interval International Overseas Holdings, Inc., Interval Resort & Financial Services, Inc., Interval Software Services, LLC, Worldex Corporation, and Worldwide Vacation & Travel Inc.

        Under Section 607.0831 of the Florida Business Corporation Act (the "FBCA"), a director is not personally liable for monetary damages to the corporation or any other person for any statement, vote, decision, or failure to act regarding corporate management or policy unless:

•

the director breached or failed to perform his duties as a director; and

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•

the director's breach of, or failure to perform, those duties constitutes:


•

a violation of the criminal law, unless the director had reasonable cause to believe his conduct was lawful or had no reasonable cause to believe his conduct was unlawful;



•

a transaction from which the director derived a direct or indirect improper personal benefit;



•

a circumstance under which the liability provisions of §607.0834 relating to unlawful distributions are applicable;



•

in a derivative action, conscious disregard for the best interest of the corporation or willful misconduct; or



•

in a proceeding other than a derivative action or by a shareholder, recklessness or an act or omission which was committed in bad faith or with malicious purpose or in a manner exhibiting wanton and willful disregard of human rights, safety, or property.

        Under Section 607.0850 of the FBCA, a corporation may indemnify any person who was or is a party to any proceeding (other than a derivative action), due to serving as a director, officer, employee, or agent of the corporation or serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against liability incurred in connection with such proceeding if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.

        In addition, under Section 607.0850 of the FBCA, a corporation may indemnify any person, who was or is a party to any derivative action due to serving as director, officer, employee, or agent of the corporation or serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against expenses and amounts paid in settlement not exceeding, in the judgment of the board of directors, the estimated expense of litigating the proceeding to conclusion, actually and reasonably incurred in connection with the defense or settlement of such proceeding. Such indemnification is authorized if such person acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the corporation; however, no indemnification can be made in respect of any matter as to which such person is adjudged to be liable unless, and only to the extent that, the court in which such proceeding was brought, or any other court of competent jurisdiction, has determined that, despite the adjudication of liability but in view of all circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses.

        The FBCA provides that its indemnification and advancement provisions are not exclusive of any other or further indemnification or advancement of expenses arrangements under any bylaw, agreement, vote of shareholders or disinterested directors, or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office. However, no indemnification or advancement will be made to or on behalf of any director, officer, employee or agent if a final adjudication establishes that his actions, or omissions to act, were material to the cause of action so adjudicated and constitute: (i) a violation of the criminal law, unless the director, officer, employee or agent had reasonable cause to believe his conduct was lawful or had no reasonable cause to believe his conduct was unlawful; (ii) a transaction from which the director, officer, employee or agent derived an improper personal benefit; (iii) in the case of a director, a circumstance under which the liability provisions of Section 607.0834 regarding unlawful distributions are applicable; or (iv) willful misconduct or a conscious disregard for the best interests of the corporation in a derivative action or in a proceeding by or in the right of a shareholder.

        Under section 608.4229 of the Florida Limited Liability Company Act (FLLCA), a limited liability company may indemnify any member, manager or other person from and against any and all claims

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and demands unless a final adjudication establishes that the actions, or omissions to act, of such person were material to the cause of action adjudicated and constitute any of the following:

•

a violation of criminal law, unless such person had no reasonable cause to believe such conduct was unlawful;



•

a transaction from which such person derived an improper personal benefit;



•

a circumstance under which the liability provisions of section 608.426 of the FLLCA regarding improper distributions of property and the impairment of capital are applicable; or



•

willful misconduct or a conscious disregard for the best interests of the company in a derivative action or in a proceeding by or in the right of a member.

        The By-laws, as amended, of Interval International, Inc. ("Interval International) require that it indemnify any person who was or is a party, or is threatened to be a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, and whether or not a derivative action, by reason of the fact that he is or was a director, officer or employee retained to provide legal counsel to Interval International or is or was serving at its request as a director, officer or legal counsel of another corporation, partnership, joint venture, trust or other enterprise. Such person shall be indemnified against judgments, fines, amounts paid in settlement and expenses, including attorneys' fees, actually and reasonably incurred by the indemnified person as a result of such proceeding, if such person acted in good faith in a manner the person reasonably believed to be within the scope of his authority and in the best interest of the corporation and, in any criminal action or proceeding, without reasonable grounds for belief that such action was unlawful. These indemnification rights are not exclusive of any other indemnification rights to which such person may otherwise be entitled.

        The Articles of Incorporation and By-laws of Interval International Holdings, Inc., Interval International Overseas Holdings, Inc., and Interval Resort & Financial Services, Inc. provide that, to the extent permitted by law, the corporation will indemnify any person, or his heirs, or his personal representative who was or is a party to any proceeding by reason of the fact that he is or was a director, officer, employee, or agent of the corporation or is or was serving at its request as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust or other enterprise against liability incurred in connection with such proceeding, if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The corporation must reimburse a director, officer, employee, or agent for all costs and expenses, including attorneys' fees, reasonably incurred by him in connection with any such liability in the manner provided for by law or in accordance with its By-laws. These indemnification rights are not exclusive of any other indemnification rights to which such person may otherwise be entitled.

        The Amended and Restated Articles of Organization and Operating Agreement of Interval Software Services, LLC ("Interval Software Services") provide that it will indemnify any person who was or is a party defendant or is threatened to be made a party defendant to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than a derivative action) by reason of the fact that he is or was a member, manager, officer, employee or agent of Interval Software Services or is or was serving at its request against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such proceeding.

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        Interval Software Services will not indemnify or pay the expenses of any person if a judgment establishes that the actions, or omissions to act, of such person were material to the cause of action so adjudicated and constitute any of the following:

•

a violation of criminal law, unless the person had no reasonable cause to believe such conduct was unlawful;



•

a transaction from which such person derived an improper personal benefit;



•

in the case of a member, a circumstance under which the liability provisions for improper distribution of property of the company or impairment of the capital of the company are applicable under Section 608.426 of the Florida Limited Liability Company Act; or



•

willful misconduct or a conscious disregard for the best interests of the company in a derivative action or in a proceeding by or in the right of a member.

        These indemnification rights are not exclusive of any other indemnification rights to which those seeking indemnification may be entitled under the company's Operating Agreement or otherwise.

        The Articles of Incorporation and By-laws of Worldex Corporation ("Worldex") provide that it will indemnify any current or former officer, director or legal counsel in any proceeding brought against him by reason of the fact that he is or was a director, officer or employee retained to provide legal counsel to Worldex, or is or was serving at its request as a director, officer or legal counsel of another corporation, partnership, joint venture, trust or other enterprise, against judgments, fines, amounts paid in settlement and expenses, including attorneys' fees, actually and reasonably incurred by him as a result of such proceeding if such director, officer or legal counsel acted in good faith in a manner he reasonably believed to be within the scope of his authority and in the best interest of Worldex and, in any criminal action or proceeding, without reasonable grounds for belief that such action was unlawful. These indemnification rights are not exclusive of any other indemnification rights to which any such person may otherwise be entitled.

        The By-laws, as amended, of Worldwide Vacation & Travel, Inc. ("Worldwide Vacation & Travel") provide that it will indemnify any person who was or is a party, or is threatened to be a party to any threatened, pending or completed action, suit, or proceeding, whether civil, criminal, administrative or investigative and whether or not a derivative action, by reason of the fact that he is or was a director, officer or employee retained to provide legal counsel to Worldwide Vacation & Travel, or is or was serving at its request as a director, officer or legal counsel of another corporation, partnership, joint venture, trust or other enterprise, against judgments, fines, amounts paid in settlement and expenses, including attorneys' fees, actually and reasonably incurred by him as a result of such proceeding if such person acted in good faith in a manner he reasonably believed to be within the scope of his authority and in the best interest of the corporation and, in any criminal proceeding, without reasonable grounds for belief that such action was unlawful. These indemnification rights are not exclusive of any other indemnification rights to which those seeking indemnification may otherwise be entitled.

Hawaii Entities

        The following registrants are business entities organized under Hawaii law: REP Holdings, Ltd., RQI Holdings, LLC, ResortQuest Hawaii, LLC, and ResortQuest Real Estate of Hawaii, LLC.

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        Sections 414-242 through 414-248 of the Hawaii Business Corporation Act (the "HBCA") provide that a corporation may indemnify an individual who is a party to a proceeding because the individual is a director or officer against liability incurred in the proceeding if:

•

the individual conducted himself in good faith, and the individual reasonably believed:


•

in the case of conduct of official capacity, that the individual's conduct was in the best interests of the corporation; and



•

in all other cases, that the individual's conduct was at least not opposed to the best interests of the corporation; and



•

in the case of any criminal proceeding, the individual had no reasonable cause to believe the individual's conduct was unlawful; or



•

the individual engaged in conduct for which broader indemnification has been made permissible or obligatory under a provision of the articles of incorporation.

A corporation will indemnify a director or officer who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which the director or officer was a party because he was a director or officer of the corporation against reasonable expenses incurred by him in connection with the proceeding.

        Under the HBCA, a corporation may not indemnify a director (i) in connection with a derivative action, except for reasonable expenses incurred in connection with the proceeding if it is determined that the director has met the relevant standard of conduct described above, or (ii) in connection with any proceeding with respect to conduct for which the director was adjudged liable on the basis that the director received a financial benefit to which the director was not entitled, whether or not involving action in the director's official capacity.

        Hawaii's statutory provisions regarding limited liability companies provide that a member or manager of the company will not be personally liable for any debt, obligation, or liability of the company solely by reason of being or acting as a member or a manager. A member of a limited liability company will be liable in his capacity as a member for all specified debts, obligations, or liabilities of the company; however, if (i) a provision to that effect is contained in the articles of organization, and (ii) a member so liable has consented in writing to the adoption of the provision or to be bound by the provision. A limited liability company will indemnify a member or manager for liabilities incurred by the member or manager in the ordinary course of the business of the company or for the preservation of its business or property.

        The Articles of Incorporation and By-laws of REP Holdings, Ltd. ("REP Holdings") provide that it will indemnify each person who was or is a party to or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than a derivative action) if the person is or was a director, officer, employee or agent of REP Holdings or of any division of the corporation, or is or was serving at its request as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise. Such person will be indemnified against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceedings, had no reasonable cause to believe the person's conduct was unlawful.

        In addition, REP Holdings will indemnify each person who was or is a party or is threatened to be made a party to any threatened, pending or completed derivative action because that person is or was a director, officer, employee or agent of the corporation or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or

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other enterprise, against expenses (including attorneys' fees) actually and reasonably incurred by the person in connection with the defense or settlement of the action if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation. No indemnification will be made, however, in respect of any matter as to which the person has been adjudged to be liable for negligence or misconduct in the performance of the person's duty to the corporation unless it is determined by court in which the action or suit was brought that, despite the adjudication of liability, the person is fairly and reasonably entitled to indemnity for expenses which the court shall deem proper. These indemnification rights are not exclusive of any other indemnification rights to which such person may otherwise be entitled.

        The Amended and Restated Operating Agreements of RQI Holdings, LLC, ResortQuest Hawaii, LLC, and ResortQuest Real Estate of Hawaii, LLC each provide that neither any manager nor any member shall be personally liable for any debt, obligation, or liability of the company solely by reason of being or acting as a manager or member. The company will indemnify each manager, member, officer, director, stockholder, partner, employee, representative, or agent (individually, a "Covered Person" and, collectively, the "Covered Persons") from and against any and all losses, claims, demands, liabilities, expenses, judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative, in which the Covered Person may be involved, or threatened to be involved, by reason of its management of the affairs of the company or which relates to or arises out of the company or its property, business, or affairs. A Covered Person will not be entitled to indemnification under this provision with respect to any claim in which such Covered Person is found by a court of competent jurisdiction to have engaged in fraud, willful misconduct, bad faith, gross negligence, or breach of a fiduciary duty to the company or any member. No Covered Person is liable to the company or any other person for any act or omission relating to the company and the conduct of its business taken or omitted in good faith by a Covered Person and in the reasonable belief that such act or omission is not contrary to the best interests of the company, provided that such act or omission is not found by a court of competent jurisdiction to constitute fraud, willful misconduct, bad faith, gross negligence, or breach of fiduciary duty to the company or its member(s).

North Carolina Entities

        The following registrants are corporations incorporated in the state of North Carolina: Meragon Financial Services, Inc. and Meridian Financial Services, Inc.

        Sections 55-8-50 through 55-8-58 of the North Carolina Business Corporation Act (the "NCBCA") permit a corporation to indemnify its directors, officers, employees or agents who were, are, or are threatened to be made, a party to any threatened, pending or completed legal action if such director, officer, agent or employee:

•

conducted himself in good faith;



•

reasonably believed that his conduct in his official capacity with the corporation was in the best interests of the corporation or, in all other cases, his conduct at least was not opposed to the corporation's best interests; and



•

in the case of any criminal proceeding, had no reasonable cause to believe his conduct was unlawful.

        A corporation may not indemnify a director, officer, agent or employee under the statutory scheme in connection with a derivative action in which the director, officer, agent or employee was adjudged liable to the corporation or in connection with a proceeding in which a director, officer, agent or employee was adjudged liable on the basis of having received an improper personal benefit. Unless limited by the corporation's articles of incorporation, the NCBCA requires a corporation to indemnify

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a director or executive officer of the corporation who is wholly successful, on the merits or otherwise, in the defense of any proceeding to which such person was a party because he is or was a director of the corporation against reasonable expenses incurred in connection with the proceeding.

        In addition, Section 55-8-57 of the NCBCA permits a corporation to indemnify or agree to indemnify any of its directors, officers, employees or agents against liability and expenses (including counsel fees) in any proceeding (including derivative actions) arising out of their status as such or their activities in any of such capacities provided, however, that a corporation may not indemnify or agree to indemnify a person against liability or expenses such person may incur on account of activities that were, at the time taken, known or believed by the person to be clearly in conflict with the best interests of the corporation.

        Meragon Financial Services, Inc.'s ("Meragon") By-laws provide that any person who at any time serves or has served as a director, officer, employee, or agent of Meragon has the right to be indemnified by Meragon to the fullest extent permitted by law against: (i) reasonable expenses, including attorneys fees, actually and necessarily incurred in connection with any threatened, pending completed action, suit or proceedings, whether civil, criminal, administrative, or investigative and whether or not a derivative action, brought by reason of the fact that the person is or was acting as a director, officer, employee, or agent of Meragon, and (ii) reasonable payments made by the person in satisfaction of any judgment, money, decree, fine, penalty or settlement for which the person may have become liable in any such action.

        Meridian Financial Services, Inc.'s Articles of Incorporation contain no provisions regarding indemnification and, accordingly, the provisions of the NCBCA summarized above determine the indemnification rights of its directors and officers.

Washington Entity

        The registrant XYZII, Inc. is a corporation incorporated under the laws of the state of Washington.

        Section 23B.08.510 of the Washington Business Corporation Act (the "WBCA") provides that a corporation may indemnify an individual made a party to a proceeding because the individual is or was a director against liability incurred in the proceeding if (i) the individual acted in good faith and (ii) if the individual reasonably believed (a) in the case of conduct in the individual's official capacity with the corporation, that the individual's conduct was in its best interests and (b) in all other cases, that the individual's conduct was at least not opposed to its best interests. In the case of any criminal proceeding, the individual must have had no reasonable cause to believe the individual's conduct was unlawful. A corporation may not indemnify a director under this section in connection with a derivative action in which the director was adjudged liable to the corporation; or in connection with any other proceeding charging improper personal benefit to the director, whether or not involving action in the director's official capacity, in which the director was adjudged liable on the basis that personal benefit was improperly received by the director. Indemnification permitted under this section in connection with a derivative action is limited to reasonable expenses incurred in connection with the proceeding.

        Section 23B.08.520 of the WBCA provides that unless limited by its articles of incorporation, a corporation shall indemnify a director who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which the director was a party because of being a director of the corporation against reasonable expenses incurred by the director in connection with the proceeding. Section 23B.08.570 of the WBCA provides that unless a corporation's articles of incorporation provide otherwise, an officer of the corporation who is not a director will be entitled to mandatory indemnification to the same extent as directors, and that a corporation may provide for indemnification of officers to the same extent as directors. A corporation may also indemnify an officer who is not a

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director to the extent, consistent with the law, that may be provided by its articles of incorporation, bylaws, general or specific action of its board of directors, or contract.

        XYZII, Inc.'s Articles of Incorporation, as amended, provide that the corporation shall indemnify every director and officer against all liabilities, civil and criminal, incurred in relation to his duties, including all reasonable costs of defense, except to the extent that he shall have been finally adjudged to be liable for negligence or misconduct in the matter out of which the liability arises.

        The By-laws of XYZII, Inc. provide that the corporation shall indemnify to the full extent permitted by the WBCA any person who was or is a party or is threatened to be made a party to any civil, criminal, administrative or investigative action, suit or proceeding (whether a derivative action or otherwise) by reason of the fact that he is or was a director of officer of the corporation or is or was serving at the request of the corporation as a director or officer of another corporation, against expenses (including attorney's fees), judgments, fines and liabilities, reasonably incurred by or imposed upon him in connection with or resulting from any claim, action, suit or proceeding, provided that he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interest of the corporation. The By-laws further provide that the Board of Directors of XYZII, Inc. may, at any time, approve indemnification under the WBCA of any other person which the corporation has the power to indemnify.

England and Wales Entity

        The registrant Interval European Holdings Limited is a corporation incorporated in England and Wales (as well as in Delaware, as summarized above).

        Interval European Holdings Limited is subject to the Companies Act 2006. Section 232 of the Companies Act 2006 applies to any provision, whether contained in a company's articles or in any contract with the company or otherwise. Section 232 of the Companies Act 2006 provides that any provision that purports to exempt a director of a company (to any extent) from any liability that would otherwise attach to him in connection with any negligence, default, breach of duty or breach of trust in relation to the company is void. Section 232 of the Companies Act 2006 does not prevent a company from (i) purchasing and maintaining for a director of the company, or of an associated company, insurance against any such liability, (ii) providing for a qualifying third party indemnity provision, or (iii) providing for a qualifying pension scheme indemnity provision. Qualifying third party indemnity provisions and qualifying pension scheme indemnity provisions must be disclosed in directors' reports and must be available for inspection for at least one year from the date of termination or expiration of the provision.

        Under Section 234 of the Companies Act 2006, a qualifying third party indemnity provision gives the company a means for providing indemnity against liability incurred by the director to a person other than the company or an associated company if certain requirements are met. The provision must not provide any indemnity against (i) any liability of the director to pay (a) a fine imposed in criminal proceedings, or (b) a sum payable to a regulatory authority by way of a penalty in respect of non-compliance with any requirement of a regulatory nature (however arising), or (ii) any liability incurred by the director (a) in defending criminal proceedings in which he is convicted, (b) in defending civil proceedings brought by the company, or an associated company, in which judgment is given against him, or (c) in connection with an application for relief in which the court refuses to grant him relief.

        Under Section 235 of the Companies Act 2006, a qualifying pension scheme indemnity provision gives the company a means for indemnifying a director of a company that is a trustee of an occupational pension scheme against liability incurred in connection with the company's activities as a trustee of the scheme if certain requirements (similar to those described above for qualifying third party indemnity provisions) are met.

II-9

        The Articles of Association of Interval European Holdings Limited provide that subject to the provisions of the Companies Act 1985, but without prejudice to any indemnity to which a director may be otherwise entitled, every director, auditor, secretary or other officer of the company shall be entitled to be indemnified by the company against all costs, charges, losses, expenses and liabilities incurred by him in the execution and/or discharge of his duties and/or the exercise of his powers including (without prejudice to the generality of the foregoing) any liability incurred by him in defending any proceedings, civil or criminal, which relate to anything done or omitted or alleged to have been done or omitted by him as an officer or employee of the company and in which judgment is given in his favor (or the proceedings are otherwise disposed of without any finding or admission of any material breach of duty on his part) or in which he is acquitted or in connection with any application under any statute for relief from liability in respect of any such act or omission in which relief is granted to him by the court.

        The Memorandum of Association of Interval European Holdings Limited does not contain any provisions related to indemnification.

General

        The Company has obtained policies that insure its directors and officers and those of its subsidiaries against certain liabilities they may incur in their capacity as directors and officers. Under these policies, the insurer, on behalf of the Company, may also pay amounts for which the Company has granted indemnification to the directors or officers.

Item 21.    Exhibits and Financial Statements Schedules

        See index to exhibits following the signature page hereto.

Item 22.    Undertakings

        The undersigned registrant hereby undertakes:

        (1)   To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

          (i)  To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

         (ii)  To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement;

        (iii)  To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

        (2)   That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof;

II-10

        (3)   To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering; and

        (4)   That, for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

          (i)  any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

         (ii)  any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

        (iii)  the portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

        (iv)  any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

        Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

        The undersigned registrant hereby undertakes to respond to requests for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11, or 13 of this Form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

        The undersigned registrant hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

II-11

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Miami, State of Florida, on October 3, 2008.

INTERVAL LEISURE GROUP, INC.
By:	/s/ CRAIG M. NASH Craig M. Nash Chairman, President and Chief Executive Officer

POWER OF ATTORNEY

        The person whose signature appears below constitutes and appoints Craig M. Nash, Jeanette E. Marbert and William L. Harvey and each of them, his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, severally, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, any subsequent registration statements pursuant to Rule 462 of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This power of attorney may be executed in counterparts.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ CRAIG M. NASH Craig M. Nash	Chairman, President and Chief Executive Officer (Principal executive officer) and Director	October 3, 2008
/s/ WILLIAM L. HARVEY William L. Harvey	Chief Financial Officer (Principal financial officer)	October 3, 2008
/s/ JOHN A. GALEA John A. Galea	Chief Accounting Officer (Principal accounting officer)	October 3, 2008
/s/ THOMAS J. MCINERNEY Thomas J. McInerney	Director	October 3, 2008

II-12

Signature	Title	Date
/s/ GREGORY R. BLATT Gregory R. Blatt	Director	October 3, 2008
/s/ DAVID FLOWERS David Flowers	Director	October 3, 2008
/s/ GARY S. HOWARD Gary S. Howard	Director	October 3, 2008
/s/ LEW KORMAN Lew Korman	Director	October 2, 2008
/s/ THOMAS J. KUHN Thomas J. Kuhn	Director	October 3, 2008
/s/ TOM MURPHY, JR. Tom Murphy, Jr.	Director	September 30, 2008
/s/ AVY H. STEIN Avy H. Stein	Director	October 3, 2008

II-13

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Miami, State of Florida, on October 3, 2008.

INTERVAL ACQUISITION CORP.
By:	/s/ CRAIG M. NASH Craig M. Nash President and Chief Executive Officer

POWER OF ATTORNEY

        The person whose signature appears below constitutes and appoints Craig M. Nash, Jeanette E. Marbert and William L. Harvey and each of them, his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, severally, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, any subsequent registration statements pursuant to Rule 462 of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This power of attorney may be executed in counterparts.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ CRAIG M. NASH Craig M. Nash	President and Chief Executive Officer (Principal executive officer) and Director	October 3, 2008
/s/ JOHN A. GALEA John A. Galea	Chief Financial Officer (Principal financial officer and principal accounting officer)	October 3, 2008
/s/ JEANETTE E. MARBERT Jeanette E. Marbert	Director	October 3, 2008

II-14

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Miami, State of Florida, on October 3, 2008.

IIC HOLDINGS, INCORPORATED
By:	/s/ CRAIG M. NASH Craig M. Nash President

POWER OF ATTORNEY

        The person whose signature appears below constitutes and appoints Craig M. Nash, Jeanette E. Marbert and William L. Harvey and each of them, his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, severally, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, any subsequent registration statements pursuant to Rule 462 of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This power of attorney may be executed in counterparts.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ CRAIG M. NASH Craig M. Nash	President (Principal executive officer) and Director	October 3, 2008
/s/ JOHN A. GALEA John A. Galea	Chief Financial Officer (Principal financial officer and principal accounting officer) and Director	October 3, 2008
/s/ JEANETTE E. MARBERT Jeanette E. Marbert	Director	October 3, 2008

II-15

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Miami, State of Florida, on October 3, 2008.

INTERVAL EUROPEAN HOLDINGS LIMITED
By:	/s/ CRAIG M. NASH Craig M. Nash Chairman and President

POWER OF ATTORNEY

        The person whose signature appears below constitutes and appoints Craig M. Nash, Jeanette E. Marbert and William L. Harvey and each of them, his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, severally, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, any subsequent registration statements pursuant to Rule 462 of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This power of attorney may be executed in counterparts.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ CRAIG M. NASH Craig M. Nash	Chairman and President (Principal executive officer) and Director	October 3, 2008
/s/ JOHN A. GALEA John A. Galea	Chief Financial Officer (Principal financial officer and principal accounting officer) and Director	October 3, 2008
/s/ ROB HEALY Rob Healy	Director	October 2, 2008
/s/ JEANETTE E. MARBERT Jeanette E. Marbert	Director	October 3, 2008

II-16

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Miami, State of Florida, on October 3, 2008.

INTERVAL HOLDINGS, INC.
By:	/s/ CRAIG M. NASH Craig M. Nash President

POWER OF ATTORNEY

        The person whose signature appears below constitutes and appoints Craig M. Nash, Jeanette E. Marbert and William L. Harvey and each of them, his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, severally, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, any subsequent registration statements pursuant to Rule 462 of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This power of attorney may be executed in counterparts.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ CRAIG M. NASH Craig M. Nash	President (Principal executive officer) and Director	October 3, 2008
/s/ JOHN A. GALEA John A. Galea	Chief Financial Officer (Principal financial officer and principal accounting officer) and Director	October 3, 2008
/s/ JEANETTE E. MARBERT Jeanette E. Marbert	Director	October 3, 2008

II-17

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Miami, State of Florida, on October 3, 2008.

INTERVAL INTERNATIONAL HOLDINGS, INC.
By:	/s/ CRAIG M. NASH Craig M. Nash President

POWER OF ATTORNEY

        The person whose signature appears below constitutes and appoints Craig M. Nash, Jeanette E. Marbert and William L. Harvey and each of them, his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, severally, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, any subsequent registration statements pursuant to Rule 462 of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This power of attorney may be executed in counterparts.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ CRAIG M. NASH Craig M. Nash	President (Principal executive officer) and Director	October 3, 2008
/s/ JOHN A. GALEA John A. Galea	Chief Financial Officer (Principal financial officer and principal accounting officer) and Director	October 3, 2008
/s/ JEANETTE E. MARBERT Jeanette E. Marbert	Director	October 3, 2008

II-18

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Miami, State of Florida, on October 3, 2008.

INTERVAL INTERNATIONAL, INC.
By:	/s/ CRAIG M. NASH
	Craig M. Nash Chairman and Chief Executive Officer

POWER OF ATTORNEY

        The person whose signature appears below constitutes and appoints Craig M. Nash, Jeanette E. Marbert and William L. Harvey and each of them, his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, severally, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, any subsequent registration statements pursuant to Rule 462 of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This power of attorney may be executed in counterparts.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ CRAIG M. NASH Craig M. Nash	Chairman and Chief Executive Officer (Principal executive officer) and Director	October 3, 2008
/s/ JOHN A. GALEA John A. Galea	Chief Financial Officer (Principal financial officer and principal accounting officer) and Director	October 3, 2008
/s/ JEANETTE E. MARBERT Jeanette E. Marbert	Director	October 3, 2008

II-19

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Miami, State of Florida, on October 3, 2008.

INTERVAL INTERNATIONAL OVERSEAS HOLDINGS, INC.
By:	/s/ CRAIG M. NASH
	Craig M. Nash President

POWER OF ATTORNEY

        The person whose signature appears below constitutes and appoints Craig M. Nash, Jeanette E. Marbert and William L. Harvey and each of them, his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, severally, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, any subsequent registration statements pursuant to Rule 462 of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This power of attorney may be executed in counterparts.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ CRAIG M. NASH Craig M. Nash	President (Principal executive officer) and Director	October 3, 2008
/s/ JOHN A. GALEA John A. Galea	Chief Financial Officer (Principal financial officer and principal accounting officer) and Director	October 3, 2008
/s/ JEANETTE E. MARBERT Jeanette E. Marbert	Director	October 3, 2008

II-20

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Miami, State of Florida, on October 3, 2008.

INTERVAL RESORT & FINANCIAL SERVICES, INC.
By:	/s/ CRAIG M. NASH
	Craig M. Nash Chairman and Chief Executive Officer

POWER OF ATTORNEY

        The person whose signature appears below constitutes and appoints Craig M. Nash, Jeanette E. Marbert and William L. Harvey and each of them, his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, severally, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, any subsequent registration statements pursuant to Rule 462 of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This power of attorney may be executed in counterparts.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ CRAIG M. NASH Craig M. Nash	Chairman and Chief Executive Officer (Principal executive officer) and Director	October 3, 2008
/s/ JOHN A. GALEA John A. Galea	Chief Financial Officer (Principal financial officer and principal accounting officer) and Director	October 3, 2008
/s/ JEANETTE E. MARBERT Jeanette E. Marbert	Director	October 3, 2008

II-21

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Miami, State of Florida, on October 3, 2008.

INTERVAL SOFTWARE SERVICES, LLC
By:	/s/ CRAIG M. NASH
	Craig M. Nash President

POWER OF ATTORNEY

        The person whose signature appears below constitutes and appoints Craig M. Nash, Jeanette E. Marbert and William L. Harvey and each of them, his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, severally, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, any subsequent registration statements pursuant to Rule 462 of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This power of attorney may be executed in counterparts.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ CRAIG M. NASH Craig M. Nash	President (Principal executive officer) and Director	October 3, 2008
/s/ JOHN A. GALEA John A. Galea	Chief Financial Officer (Principal financial officer and principal accounting officer) and Director	October 3, 2008
/s/ JEANETTE E. MARBERT Jeanette E. Marbert	Director	October 3, 2008

II-22

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Miami, State of Florida, on October 3, 2008.

INTERVAL VACATION EXCHANGE, INC.
By:	/s/ CRAIG M. NASH
	Craig M. Nash President

POWER OF ATTORNEY

        The person whose signature appears below constitutes and appoints Craig M. Nash, Jeanette E. Marbert and William L. Harvey and each of them, his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, severally, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, any subsequent registration statements pursuant to Rule 462 of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This power of attorney may be executed in counterparts.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ CRAIG M. NASH Craig M. Nash	President (Principal executive officer) and Director	October 3, 2008
/s/ JOHN A. GALEA John A. Galea	Chief Financial Officer (Principal financial officer and principal accounting officer) and Director	October 3, 2008
/s/ JEANETTE E. MARBERT Jeanette E. Marbert	Director	October 3, 2008

II-23

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Asheville, State of North Carolina, on September 30, 2008.

MERAGON FINANCIAL SERVICES, INC.
By:	/s/ GREGORY B. SHEPERD
	Gregory B. Sheperd President

POWER OF ATTORNEY

        The person whose signature appears below constitutes and appoints Craig M. Nash, Jeanette E. Marbert and William L. Harvey and each of them, his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, severally, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, any subsequent registration statements pursuant to Rule 462 of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This power of attorney may be executed in counterparts.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ GREGORY B. SHEPERD Gregory B. Sheperd	President (Principal executive, financial and accounting officer) and Director	September 30, 2008

II-24

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Asheville, State of North Carolina, on September 30, 2008.

MERIDIAN FINANCIAL SERVICES, INC.
By:	/s/ GREGORY B. SHEPERD
	Gregory B. Sheperd President

POWER OF ATTORNEY

        The person whose signature appears below constitutes and appoints Craig M. Nash, Jeanette E. Marbert and William L. Harvey and each of them, his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, severally, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, any subsequent registration statements pursuant to Rule 462 of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This power of attorney may be executed in counterparts.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ GREGORY B. SHEPERD Gregory B. Sheperd	President (Principal executive officer) and Director	September 30, 2008
/s/ JOHN A. GALEA John A. Galea	Chief Financial Officer (Principal financial officer and principal accounting officer) and Director	October 3, 2008
/s/ JEANETTE E. MARBERT Jeanette E. Marbert	Director	October 3, 2008
/s/ CRAIG M. NASH Craig M. Nash	Director	October 3, 2008

II-25

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Miami, State of Florida, on October 3, 2008.

REP HOLDINGS, LTD.
By:	/s/ CRAIG M. NASH
	Craig M. Nash Chief Executive Officer

POWER OF ATTORNEY

        The person whose signature appears below constitutes and appoints Craig M. Nash, Jeanette E. Marbert and William L. Harvey and each of them, his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, severally, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, any subsequent registration statements pursuant to Rule 462 of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This power of attorney may be executed in counterparts.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ CRAIG M. NASH Craig M. Nash	Chief Executive Officer (Principal executive officer) and Director	October 3, 2008
/s/ JOHN A. GALEA John A. Galea	Chief Financial Officer (Principal financial officer and principal accounting officer) and Director officer)	October 3, 2008
/s/ KELVIN M. BLOOM Kelvin M. Bloom	Director	October 2, 2008

II-26

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Miami, State of Florida, on October 3, 2008.

RQI HOLDINGS, LLC
By:	/s/ JOHN A. GALEA
	John A. Galea Manager

POWER OF ATTORNEY

        The person whose signature appears below constitutes and appoints Craig M. Nash, Jeanette E. Marbert and William L. Harvey and each of them, his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, severally, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, any subsequent registration statements pursuant to Rule 462 of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This power of attorney may be executed in counterparts.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ KELVIN M. BLOOM Kelvin M. Bloom	Manager (principal executive officer)	October 2, 2008
/s/ JOHN A. GALEA John A. Galea	Manager (principal financial officer and principal accounting officer)	October 3, 2008
/s/ VICTORIA J. KINCKE Victoria J. Kincke	Manager	October 3, 2008

II-27

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Miami, State of Florida, on October 3, 2008.

RESORTQUEST HAWAII, LLC
By:	/s/ JOHN A. GALEA
	John A. Galea Manager

POWER OF ATTORNEY

        The person whose signature appears below constitutes and appoints Craig M. Nash, Jeanette E. Marbert and William L. Harvey and each of them, his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, severally, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, any subsequent registration statements pursuant to Rule 462 of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This power of attorney may be executed in counterparts.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ KELVIN M. BLOOM Kelvin M. Bloom	Manager (principal executive officer)	October 2, 2008
/s/ JOHN A. GALEA John A. Galea	Manager (principal financial officer and principal accounting officer)	October 3, 2008
/s/ VICTORIA J. KINCKE Victoria J. Kincke	Manager	October 3, 2008

II-28

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Miami, State of Florida, on October 3, 2008.

RESORTQUEST REAL ESTATE OF HAWAII, LLC
By:	/s/ JOHN A. GALEA
	John A. Galea Manager

POWER OF ATTORNEY

        The person whose signature appears below constitutes and appoints Craig M. Nash, Jeanette E. Marbert and William L. Harvey and each of them, his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, severally, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, any subsequent registration statements pursuant to Rule 462 of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This power of attorney may be executed in counterparts.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ KELVIN M. BLOOM Kelvin M. Bloom	Manager (principal executive officer)	October 2, 2008
/s/ JOHN A. GALEA John A. Galea	Manager (principal financial officer and principal accounting officer)	October 3, 2008
/s/ VICTORIA J. KINCKE Victoria J. Kincke	Manager	October 3, 2008

II-29

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Miami, State of Florida, on October 3, 2008.

VACATION HOLDINGS HAWAII, INC.
By:	/s/ CRAIG M. NASH
	Craig M. Nash President

POWER OF ATTORNEY

        The person whose signature appears below constitutes and appoints Craig M. Nash, Jeanette E. Marbert and William L. Harvey and each of them, his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, severally, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, any subsequent registration statements pursuant to Rule 462 of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This power of attorney may be executed in counterparts.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ CRAIG M. NASH Craig M. Nash	Chairman of the Board (Principal executive officer) and Director	October 3, 2008
/s/ JOHN A. GALEA John A. Galea	Chief Financial Officer (Principal financial officer and principal accounting officer) and Director officer)	October 3, 2008
/s/ JEANETTE E. MARBERT Jeanette E. Marbert	Director	October 3, 2008

II-30

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Miami, State of Florida, on October 3, 2008.

WORLDEX CORPORATION
By:	/s/ CRAIG M. NASH Craig M. Nash President and Chief Executive Officer

POWER OF ATTORNEY

        The person whose signature appears below constitutes and appoints Craig M. Nash, Jeanette E. Marbert and William L. Harvey and each of them, his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, severally, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, any subsequent registration statements pursuant to Rule 462 of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This power of attorney may be executed in counterparts.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ CRAIG M. NASH Craig M. Nash	President and Chief Executive Officer (Principal executive officer) and Director	October 3, 2008
/s/ JOHN A. GALEA John A. Galea	Chief Financial Officer (Principal financial officer and principal accounting officer) and Director	October 3, 2008
/s/ JEANETTE E. MARBERT Jeanette E. Marbert	Director	October 3, 2008

II-31

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Miami, State of Florida, on October 3, 2008.

WORLDWIDE VACATION & TRAVEL, INC.
By:	/s/ CRAIG M. NASH Craig M. Nash Chairman and Chief Executive Officer

POWER OF ATTORNEY

        The person whose signature appears below constitutes and appoints Craig M. Nash, Jeanette E. Marbert and William L. Harvey and each of them, his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, severally, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, any subsequent registration statements pursuant to Rule 462 of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This power of attorney may be executed in counterparts.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ CRAIG M. NASH Craig M. Nash	Chairman and Chief Executive Officer (Principal executive officer) and Director	October 3, 2008
/s/ JOHN A. GALEA John A. Galea	Chief Financial Officer (Principal financial officer and principal accounting officer) and Director	October 3, 2008
/s/ JEANETTE E. MARBERT Jeanette E. Marbert	Director	October 3, 2008

II-32

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Miami, State of Florida, on October 3, 2008.

XYZII, INC.
By:	/s/ CRAIG M. NASH Craig M. Nash President

POWER OF ATTORNEY

        The person whose signature appears below constitutes and appoints Craig M. Nash, Jeanette E. Marbert and William L. Harvey and each of them, his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, severally, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, any subsequent registration statements pursuant to Rule 462 of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This power of attorney may be executed in counterparts.

        Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ CRAIG M. NASH Craig M. Nash	President (Principal executive officer) and Director	October 3, 2008
/s/ JOHN A. GALEA John A. Galea	Chief Financial Officer (Principal financial officer and principal accounting officer) and Director	October 3, 2008
/s/ JEANETTE E. MARBERT Jeanette E. Marbert	Director	October 3, 2008

II-33

EXHIBIT INDEX

Exhibit Number		Exhibit Description
	2.1	Separation and Distribution Agreement, dated as of August 20, 2008, by and among IAC/InterActiveCorp, HSN, Inc., Interval Leisure Group, Inc., Ticketmaster and Tree.com, Inc.(1)
	2.2	Stock Purchase Agreement among Interval Acquisition Corp., Vacation Holdings Hawaii, Inc., as Purchasers, and Gaylord Entertainment Company and ResortQuest International, Inc., as Sellers, dated as of April 18, 2007(2)
	3.1	Amended and Restated Certificate of Incorporation of Interval Acquisition Corp.
	3.2	Amended and Restated By-laws of Interval Acquisition Corp.
	3.3	Amended and Restated Certificate of Incorporation of Interval Leisure Group, Inc.(1)
	3.4	Amended and Restated By-laws of Interval Leisure Group, Inc.(1)
	3.5	Certificate of Incorporation, as amended, of Interval International, Inc. (now IIC Holdings, Incorporated)
	3.6	By-laws of Interval International, Inc. (now IIC Holdings, Incorporated)
	3.7	Certificate of Incorporation (Delaware), as amended, of Leaguestar Limited (now Interval European Holdings Limited)
	3.8	Certificate of Domestication (England and Wales) of Leaguestar Limited (now Interval European Holdings Limited)
	3.9	By-laws (Delaware) of Leaguestar Limited (now Interval European Holdings Limited)
	3.10	Memorandum and Articles of Association (England and Wales) of Leaguestar Limited (now Interval European Holdings Limited)
	3.11	Certificate of Incorporation of Interval Holdings, Inc.
	3.12	By-laws of Interval Holdings, Inc.
	3.13	Articles of Incorporation, as amended, of Interval International, Inc.
	3.14	By-laws, as amended, of New Interval International, Inc. (now Interval International, Inc.)
	3.15	Articles of Incorporation of Interval International Holdings, Inc.
	3.16	By-laws of Interval International Holdings, Inc.
	3.17	Articles of Incorporation of Interval International Overseas Holdings, Inc.
	3.18	By-laws of Interval International Overseas Holdings, Inc.
	3.19	Articles of Incorporation, as amended, of Tenstar Corporation (now Interval Resort & Financial Services, Inc.)
	3.20	By-laws of Tenstar Corporation (now Interval Resort & Financial Services, Inc.)
	3.21	Amended and Restated Articles of Organization of Interval Software Services, LLC
	3.22	Operating Agreement, as amended, of Interval Software Services, LLC
	3.23	Certificate of Incorporation, as amended, of CUC Vacation Exchange, Inc. (now Interval Vacation Exchange, Inc.)
	3.24	By-laws, as amended, of CUC Vacation Exchange, Inc. (now Interval Vacation Exchange, Inc.)

II-34

Exhibit Number		Exhibit Description
	3.25	Articles of Incorporation of Meragon Financial Services, Inc.
	3.26	By-laws of Meragon Financial Services, Inc.
	3.27	Articles of Incorporation of Meridian Financial Services, Inc.
	3.28	By-laws of Meridian Financial Services, Inc.
	3.29	Articles of Incorporation of REP Holdings, LTD.
	3.30	By-laws of REP Holdings, LTD.
	3.31	Articles of Organization of RQI Holdings, LLC
	3.32	Amended and Restated Operating Agreement of RQI Holdings, LLC
	3.33	Articles of Organization of ResortQuest Hawaii, LLC
	3.34	Amended and Restated Operating Agreement of ResortQuest Hawaii, LLC
	3.35	Amended and Restated Articles of Organization of ResortQuest Real Estate of Hawaii, LLC
	3.36	Amended and Restated Operating Agreement of ResortQuest Real Estate of Hawaii, LLC
	3.37	Certificate of Incorporation of Vacation Holdings Hawaii, Inc., as amended
	3.38	By-laws of Vacation Holdings Hawaii, Inc.
	3.39	Articles of Incorporation of Worldex Corporation
	3.40	By-laws of Worldex Corporation
	3.41	Articles of Incorporation, as amended, of Interval Travel, Inc. (now Worldwide Vacation & Travel, Inc.)
	3.42	By-laws, as amended, of Interval Travel, Inc. (now Worldwide Vacation & Travel, Inc.)
	3.43	Articles of Incorporation, as amended, of Sage Systems, Inc. (now XYZII, Inc.)
	3.44	By-laws, as amended, of Sage Systems, Inc. (now XYZII, Inc.)
	4.1	Indenture, dated as of August 19, 2008, by and among Interval Acquisition Corp., the Guarantors identified therein and the Bank of New York Mellon, as Trustee(1)
	4.2	First Supplemental Indenture, dated as of August 20, 2008, among Interval Acquisition Corp., the Guarantors identified therein (including Interval Leisure Group, Inc.) and the Bank of New York Mellon, as Trustee(1)
	5.1	Opinion of Baker & Hostetler LLP regarding the legality of the securities being issued
	10.1	Tax Sharing Agreement, dated as of August 20, 2008, by and among IAC/InterActiveCorp, HSN, Inc., Interval Leisure Group, Inc., Ticketmaster and Tree.com, Inc.(1)
	10.2	Transition Services Agreement, dated as of August 20, 2008, by and among IAC/InterActiveCorp, HSN, Inc., Interval Leisure Group, Inc., Ticketmaster and Tree.com, Inc.(1)
	10.3	Employee Matters Agreement, dated as of August 20, 2008, by and among IAC/InterActiveCorp, HSN, Inc., Interval Leisure Group, Inc., Ticketmaster and Tree.com, Inc.(1)

II-35

Exhibit Number		Exhibit Description
	10.4	Spinco Agreement, dated as of May 13, 2008, between IAC/InterActiveCorp, Liberty Media Corporation, LMC Silver King, Inc., Liberty HSN II, Inc., LMC USA VIII, Inc., LMC USA IX, Inc., LMC USA XI,  Inc., LMC USA XII, Inc., LMC USA XIII, Inc., LMC USA XIV, Inc., LMC USA XV, Inc., Liberty Tweety, Inc., BDTV Inc., BDTV II Inc., BDTV III Inc., BDTV IV Inc. and Barry Diller(3)
	10.5	Spinco Assignment and Assumption Agreement, dated as of August 20, 2008, among IAC/InterActiveCorp, Interval Leisure Group, Inc., Liberty Media Corporation and Liberty USA Holdings, LLC(1)
	10.6	Registration Rights Agreement, dated as of August 20, 2008, among Interval Leisure Group, Inc., Liberty Media Corporation and Liberty USA Holdings, LLC(1)
	10.7	Registration Rights Agreement, dated as of August 20, 2008, by and among Interval Acquisition Corp., the Guarantors identified therein (including Interval Leisure Group, Inc.) and the Exchanging Noteholders identified therein(1)
	10.8	Employment Agreement between IAC/InterActiveCorp and Craig M. Nash, dated as of July 31, 2008(2)
	10.9	Employment Agreement between Interval Acquisition Corp. and Jeanette E. Marbert, dated as of July 31, 2008(2)
	10.10	Employment Agreement between Interval Leisure Group and William L. Harvey, dated as of August 25, 2008(1)
	10.11	Severance Agreement between Interval Acquisition Corp. and John A. Galea, dated as of July 31, 2008(2)
	10.12	Severance Agreement between Interval Acquisition Corp. and Marie A. Lee, dated as of September 1, 2007(2)
	10.13	Severance Agreement between Interval Acquisition Corp. and Victoria J. Kincke, dated as of July 31, 2008(2)
	10.14	Interval Leisure Group, Inc. 2008 Stock and Annual Incentive Plan(1)
	10.15	Lease Agreement between Interval International, Inc., as Lessee, and Frank Guilford, Jr., effective November 1, 1999, as amended(2)
	10.16	Deferred Compensation Plan for Non-Employee Directors(2)
	10.17	Credit Agreement among Interval Acquisition Corp, as Borrower, Certain Subsidiaries of the Borrower, as Guarantors, The Lenders Party thereto, Wachovia Bank, National Association, as Administrative Agent and Collateral Agent, dated as of July 25, 2008(2)
	10.18	Notes Exchange and Consent Agreement among IAC/InterActiveCorp, as Issuer, USANi LLC, as Guarantor, and The Bank of New York, as Trustee, dated as of July 17, 2008(4)
	12.1	Computation of Ratio of Earnings to Fixed Charges
	21.1	Subsidiaries of Interval Leisure Group, Inc.(2)
	23.1	Consent of Ernst & Young LLP
	23.2	Consent of Baker & Hostetler LLP (included in Exhibit 5.1)
	24.1	Power of Attorney (included in signature page)

II-36

Exhibit Number		Exhibit Description
	25.1	Form T-1 Statement of Eligibility of The Bank of New York Mellon to act as Trustee
	99.1	Supplemental Quarterly Financial Data for the Year Ended December 31, 2007(2)
	99.2	Letter of Transmittal
	99.3	Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees
	99.4	Letter to Clients
	99.5	Notice of Guaranteed Delivery
	99.6	Guidelines for Request of Taxpayer Identification Number on Substitute Form W-9 (included in Exhibit 99.2)

(1)

Incorporated herein by reference to Interval Leisure Group, Inc.'s Current Report on Form 8-K filed on August 25, 2008.

(2)

Incorporated herein by reference to Interval Leisure Group, Inc.'s Registration Statement on Form S-1 (File No. 333- 152699).

(3)

Incorporated herein by reference to IAC/InterActiveCorp's Current Report on Form 8-K (SEC File No. 0-20570) filed on May 16, 2008.

(4)

Incorporated herein by reference to IAC/InterActiveCorp's Quarterly Report on Form 10-Q (File No. 001-34148) filed on August 6, 2008.

II-37

QuickLinks

TABLE OF ADDITIONAL REGISTRANTS
TABLE OF CONTENTS
AVAILABLE INFORMATION
INDUSTRY AND MARKET DATA
FORWARD-LOOKING STATEMENTS
SUMMARY
THE EXCHANGE OFFER
THE NEW NOTES
Summary Consolidated Historical Financial and Other Data
RISK FACTORS
THE TRANSACTIONS
USE OF PROCEEDS
CAPITALIZATION
RATIO OF EARNINGS TO FIXED CHARGES
INTERVAL LEISURE GROUP, INC. AND SUBSIDIARIES UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
INTERVAL LEISURE GROUP, INC. AND SUBSIDIARIES UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET JUNE 30, 2008
INTERVAL LEISURE GROUP, INC. AND SUBSIDIARIES UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS SIX MONTHS ENDED JUNE 30, 2008
INTERVAL LEISURE GROUP, INC. AND SUBSIDIARIES UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS YEAR ENDED DECEMBER 31, 2007
INTERVAL LEISURE GROUP, INC. AND SUBSIDIARIES NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SELECTED HISTORICAL FINANCIAL DATA
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
ILG'S PRINCIPLES OF FINANCIAL REPORTING
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
OUR BUSINESS
MANAGEMENT
EXECUTIVE COMPENSATION
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
DESCRIPTION OF CERTAIN INDEBTEDNESS
THE EXCHANGE OFFER
DESCRIPTION OF NEW NOTES
BOOK-ENTRY, DELIVERY AND FORM
CERTAIN MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES
PLAN OF DISTRIBUTION AND SELLING RESTRICTIONS
LEGAL MATTERS
EXPERTS
INTERVAL LEISURE GROUP, INC. AND SUBSIDIARIES CONSOLIDATED FINANCIAL STATEMENTS
TABLE OF CONTENTS
Report of Independent Registered Public Accounting Firm
INTERVAL LEISURE GROUP, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS
INTERVAL LEISURE GROUP, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS
INTERVAL LEISURE GROUP, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
INTERVAL LEISURE GROUP, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS
INTERVAL LEISURE GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Schedule II

INTERVAL LEISURE GROUP, INC. AND SUBSIDIARIES VALUATION AND QUALIFYING ACCOUNTS
INTERVAL LEISURE GROUP, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
INTERVAL LEISURE GROUP, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS
INTERVAL LEISURE GROUP, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY (Unaudited)
INTERVAL LEISURE GROUP, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
INTERVAL LEISURE GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
GUARANTOR FINANCIAL INFORMATION
PART II INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20. Indemnification of Officers and Directors
Item 21. Exhibits and Financial Statements Schedules
Item 22. Undertakings

SIGNATURES
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EXHIBIT INDEX

EX-3.1

Exhibit 3.1

STATE OF DELAWARE

CERTIFICATE OF MERGER OF

DOMESTIC CORPORATION INTO A

DOMESTIC CORPORATION

Pursuant to Title 8, Section 251 of the Delaware General Corporation Law (“DGCL”), the undersigned Corporation organized and existing under and by virtue of the DGCL, executed the following Certificate of Merger,

AND DOES HEREBY CERTIFY:

FIRST:  That the name and state of incorporation of each of the constituent corporations of the merger is as follows:

NAME	STATE OF INCORPORATION
1.    Interval Acquisition Corp.	Delaware
2.    I Exchange Merger Corp.	Delaware

SECOND:  That an agreement of merger between the parties to the merger has been approved, adopted, certified, executed and acknowledged by each of the constituent corporations in accordance with the requirements of Section 251 of the DGCL.

THIRD:  The name of the surviving corporation is Interval Acquisition Corp., a Delaware corporation.

FOURTH:  That the Certificate of Incorporation of the surviving corporation, as amended and restated in the form attached hereto as Exhibit A, shall be its Certificate of Incorporation.

FIFTH:  That the executed Agreement of Merger is on file at an office of the surviving corporation, the address of which is 6262 Sunset Drive, Penthouse One, Miami, Florida 33143.

SIXTH:  That a copy of the Agreement of Merger will be furnished by the surviving corporation, on request and without cost, to any stockholder of any constituent corporation.

SEVENTH:  That this Certificate of Merger shall be effective on September 24, 2002.

IN WITNESS WHEREOF, said surviving corporation has caused this Certificate to be signed by an authorized officer, the 24th day of September, 2002.

INTERVAL ACQUISITION CORP.
By:	/s/ Craig M. Nash
Name:			Craig M. Nash
Title:		President

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Exhibit A to Certificate of Merger

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

OF

INTERVAL ACQUISITION CORP.

ARTICLE I

NAME

The name of the Corporation is Interval Acquisition Corp.

ARTICLE II

REGISTERED OFFICE AND REGISTERED AGENT

The registered office of the Corporation in the State of Delaware is located at Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle.  The name and address of the Corporation’s registered agent is The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware.

ARTICLE III

CORPORATE PURPOSE

The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware as the same exists or may hereafter be amended (“DGCL”).

ARTICLE IV

CAPITAL STOCK

The Corporation is authorized to issue three classes of stock to be designated “Class A Common Stock,” “Class B Common Stock” (the Class A Common Stock and Class B Common Stock are sometimes referred to collectively hereinafter as the “Common Stock”), and “Preferred Stock,” all of which shall have a par value of $0.01 per share.  The total number of shares that the Corporation is authorized to issue is:  2,100 shares, of which 1,000 shall be shares of Class A Common Stock, 100 shall be shares of Class B Common Stock, and 1,000 shall be shares of Preferred Stock.

The following is a statement of the designations and the powers, privileges and rights, and the qualifications, limitations or restrictions thereof in respect of each class of capital stock of the Corporation.

A.COMMON STOCK.

1.General.  The voting, dividend and liquidation rights of the holders of the Common Stock are subject to and qualified by the rights of the holders of the Preferred Stock of any series as may be designated by the Board of Directors upon any issuance of the Preferred Stock of any series.  Except as otherwise provided in Section A of this Article IV and as otherwise required by applicable law, all shares of Class A Common Stock and Class B Common Stock shall be identical in all respect and shall entitle the holders thereof to the same rights, preferences and privileges, subject to the same qualifications, limitations and restrictions, as set forth herein.

2.Voting.

(a)           Except as otherwise provided herein or required by applicable law, (i) each holder of Class A Common Stock shall be entitled to one vote for each share of Class A Common Stock held as of the applicable record data on any matter that is submitted to a vote or for the consent of the stockholders of the Corporation, and (ii) each holder of Class B Common Stock shall not be entitled to vote on any matter that is submitted to a vote or for the consent of the stockholders of the Corporation.  Holders of Common Stock shall not be entitled to cumulate their votes for the election of directors or any other matter submitted to a vote of the stockholders of the Corporation.

(b)           The number of authorized shares of Common Stock may be increased or decreased (but not below the umber of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the stock of the Corporation entitled to vote, irrespective of the provisions of Section 242(b)(2) of the DGCL.

3.Dividends.  Subject to the provisions of the Preferred Stock, as and when dividends are declared or paid with respect to shares of Common Stock, whether in cash, property or securities of the Corporation, the holders of Class A Common Stock and holders of Class B Common Stock shall be entitled to receive such dividends pro rata among all holders of Common Stock at the same rate per share of each class of Common Stock; provided, that (a) if dividends are declared or paid in shares of Common Stock, the dividends payable to holders of Class A Common Stock shall be payable in shares of Class A Common Stock and the dividends payable to holders of Class B Common Stock shall be payable in shares of Class B Common Stock and (b) if the dividends consist of other voting securities of the Corporation, the Corporation shall make available to each holder of Class B Common Stock dividends consisting of non-voting securities (except as otherwise required by law) of the Corporation which are otherwise identical to the voting securities and which are convertible into such voting securities on the same terms as the Class B Common Stock is convertible into the Class A Common Stock.

4.Liquidation.  Subject to the provisions of the Preferred Stock, the holder of Class A Common Stock and the holders of the Class B Common Stock shall be entitled to participate pro rata at the same rate per share of each class of Common Stock in all distributions to the holders of Common Stock in any liquidation, dissolution or winding up of the Corporation.

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5.Conversion.

(a)           In connection with the occurrence of a Conversion Event, each outstanding share of Class B Common Stock shall be converted into a share of Class A Common Stock.  For the purposes of Section A.5 of this Article IV, (i) “Conversion Event” shall mean (y) the occurrence of an initial Public Offering, or (z) the vote by the holders of a majority of the outstanding shares of Class A Common Stock to convert all of the shares of Class B Common Stock into shares of Class A Common Stock, and (ii) “Public Offering” shall mean the sale of shares of the Corporation’s Common Stock in an underwritten public offering registered under the Securities Act of 1933, as amended from time to time (other than a public offering relating solely to a transaction under Rule 145 promulgated pursuant to the Securities Act (or any successor thereto) or to an employee benefit plan of the Corporation).

(b)           The conversion of Class B Common Stock into Class A Common Stock shall be deemed to have been effected as of the close of business on the date of the Conversion Event and at such time the rights of the holder of the converted Class B Common Stock shall cease and each holder shall be deemed to have become the holder of record of the shares of Class A Common Stock represented thereby.

(c)           Promptly after the surrender of certificates and the receipt of written notice, the Corporation shall issue and deliver in accordance with the surrendering holder’s instructions the certificate or certificates for the Class A Common Stock issuable upon such conversions.

(d)           The issuance of certificates for Class B Common Stock upon conversion of Class A Common Stock shall be made without charge to the holders of such shares for any issuance tax in respect thereof or other cost incurred by the Corporation in connection with such conversion and the related issuance of Class A Common Stock.

(e)           The Corporation shall at all times reserve and keep available out of its authorized but unissued shares of Class A Common Stock, solely for the purpose of issuance upon the conversion of the Class B Common Stock, such number of shares of Class A Common Stock issuable upon the conversion of all outstanding Class B Common Stock.

(f)            The Corporation shall not close its books against the transfer of shares of Common Stock in any manner which would interfere with the timely conversion of any shares of Class B Common Stock.  The Corporation shall assist and cooperate with any holder of Class B Common Stock required to make any governmental filings or obtain any governmental approval prior to or in connection with any conversion of Class B Common Stock hereunder (including, without limitation, making any filings required to be made by the Corporation).

6.Stock Splits.  If the Corporation in any manner subdivides or combines or takes any similar action with respect to the outstanding shares of one class of Common Stock, the

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outstanding shares of the other classes of Common Stock shall be proportionately subdivided or combined in a similar manner or a similar action will be taken with respect to such other classes.

B.PREFERRED STOCK.

1.Preferred Stock may be issued from time to time in one or more series, each of such series to have such terms as stated or expressed herein and in the resolution or resolutions providing for the issue of such series adopted by the Board of Directors of the Corporation as hereinafter provided.  Any shares of Preferred Stock which may be redeemed, purchased or acquired by the Corporation may be reissued except as otherwise provided by law.  Different series of Preferred Stock shall not be construed to constitute different classes of shares for the purposes of voting by classes unless expressly provided.

2.Authority is hereby expressly granted to the Board of Directors from time to time to issue the Preferred Stock in one or more series, and in connection with the creation of any such series, by resolution or resolutions providing for the issue of the shares thereof, to determine and fix such voting powers, full or limited, or no voting powers, and such designations, preferences and relative participating, optional or other special rights, and qualifications, limitations or restrictions thereof, including without limitation thereof, dividend rights, conversion rights, redemption privileges and liquidation preferences, as shall be stated and expressed in such resolutions, all to the full extent now or hereafter permitted by the DGCL.  Without limiting the generality of the foregoing, the resolutions providing for issuance of any series of Preferred Stock may provide that such series shall be superior or rank equally or be junior to the Preferred Stock of any other series to the extent permitted by law.  Except as otherwise provided in this Certificate of Incorporation, no vote of the holders of the Preferred Stock or Common Stock shall be a prerequisite to the designation or issuance of any shares of any series of the Preferred Stock authorized by and complying with the conditions of this Certificate of Incorporation, the right to have such vote being expressly waived by all present and future holders of the capital stock of the Corporation.

ARTICLE V

CONDUCT OF CERTAIN AFFAIRS OF THE CORPORATION

A.DEFINITIONS.  As used in this Article V, the following terms shall have the following meanings:

1.“Affiliate” shall mean any Person controlling, controlled by or under common control with such Person.  For the purposes of this definition of “Affiliate,” “control,” when used with respect to any specified Person, means the power to direct or cause the direction of the management and policies of such Person, directly or indirectly, whether through ownership of voting securities or partnership or other ownership interests, by contract or otherwise; and the terms “controlling” and “controlled” shall have correlative meanings.

2.“Corporate Opportunity” shall mean an investment or business opportunity or prospective economic advantage in which the Corporation could, but for the provision of this Article V, have an interest or expectancy.

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3.“Parent” shall mean USA Networks, Inc. and any of its Affiliates.

4.“Person” shall mean any individual corporation, partnership, firm, group (as such terms is used in Section 13(d)(3) of the Securities and Exchange Act of 1934, as amended from time to time), joint venture, association, trust, limited liability company, unincorporated organization, estate, trust or other entity.

5.“Subsidiary” shall mean any Person of which such Person (either directly or through or together with any other subsidiary of such Person), owns, directly or indirectly, 50% or more of the stock or any other equity interests the holders of which are generally entitled to vote for the election of the board of directors or similar governing body of such Person.

B.COMPETING ACTIVITIES.  Except as otherwise expressly provided in an agreement between the Corporation and any stockholders or among the Corporation and any two or more stockholders:

1.The stockholders of the Corporation, including, without limitation, Parent and its officers, directors, agents, stockholders, members, partners and Affiliates, may engage or invest in, independently or with others, any business activity of any type or description, including, without limitation those that might be the same as or similar to the Corporation’s business or the business of any Subsidiary of the Corporation.

2.Neither the Corporation, any Subsidiary of the Corporation nor any stockholders of the Corporation shall have any right in or to such business activities or ventures or to receive or share in any income or proceeds derived therefrom.

3.To the extent required by applicable law in order to effectuate the purpose of this provision, the Corporation shall have no interest or expectancy, and specifically renounces any interest or expectancy, in any such business activities or ventures.

C.CORPORATE OPPORTUNITIES.

1.If Parent (or, as set forth below, any of its officers, directors, agents, stockholders, members, partners or Affiliates) acquires knowledge of a potential transaction or matter which may be a Corporate Opportunity or otherwise is then exploiting any Corporate Opportunity, the Corporation shall have no interest in such Corporate Opportunity and no expectancy that such Corporate Opportunity be offered to the Corporation, any such interest or expectancy being hereby renounced, so that, as a result of such renunciation, and for the avoidance of doubt, such Person (a) shall have no duty to communicate or present such Corporate Opportunity to the Corporation, (b) shall have the right to hold any such Corporate Opportunity to Persons other than the Corporation or any Subsidiary of the Corporation, and (c) shall not breach any fiduciary duty to the Corporation in such Person’s capacity as a stockholder of the Corporation or otherwise, by reason of the fact that such Person pursues or acquires such Corporate Opportunity for itself, directs, sells, assigns or transfers such Corporate Opportunity to another Person, or does not communicate information regarding such Corporate Opportunity to the Corporation.

2.Notwithstanding the provisions of Section B.1 of this Article V, the Corporation does not renounce any interest or expectancy it may have in any Corporate Opportunity that is

5

offered to any person who is an officer of the Corporation and who is also a director, but not an officer or employee, of Parent if such opportunity is expressly offered to such person in his or her capacity as an officer of the Corporation.

3.For Purposes of this Article V only, (a) a director of the Corporation who is Chairman of the Board of Directors of the Corporation or of a committee thereof shall not be deemed to be an officer of the Corporation by reason of holding such position (without regard to whether such position is deemed an officer of the Corporation under the by-laws of the Corporation), unless such person is a full-time employee of the corporation; and (b) the term “Corporation” shall mean the Corporation and all corporations, partnerships, joint ventures, associations and other entities in which the Corporation beneficially owns (directly or indirectly) 50% or more of the outstanding voting stock, voting power, partnership interests or similar voting interests.

4.Anything in this Certificate of Incorporation to the contrary notwithstanding, (a) section B of this Article V shall expire on the date that Parent ceases to beneficially own Common Stock representing at least 20% of the total voting power of all classes of outstanding capital stock of the Corporation entitled to vote in the election of directors and no person who is a director or officer of the Corporation is also a director or officer of Parent; and (b) in addition to any vote of the stockholders required by law, until the time that Parent ceases to beneficially own Common Stock representing at least 20% of the total voting power of all classes of outstanding capital stock of the Corporation entitled to vote in the election of directors, the affirmative vote of the holders of more than 80% of the total voting power of all such classes of outstanding capital stock of the Corporation shall be required to alter, amend or repeal in a manner adverse to the interests of Parent or adopt a provision adverse to the interests of Parent and inconsistent with, any provision of this Article V.  Neither the alteration, amendment or repeal of this Article V nor the adoption of any provision of this Certificate of Incorporation inconsistent with this Article V shall eliminate or reduce the effect of this Article V in respect of any matter occurring, or any cause of action, suit or claim that, but for this Article V, would accrue or arise prior to such alteration, amendment, repeal or adoption.

D.NOTICE TO HOLDERS.  Any Person purchasing or otherwise acquiring any interest in shares of the capital stock of the Corporation shall be deemed to have notice of and to have consented to the provisions of this Article V.

ARTICLE VI

RESERVATION OF RIGHT TO AMEND BY-LAWS

In furtherance and not in limitation of the powers conferred by statute, the Board of Directors of the Corporation is expressly authorized to make, alter or repeal the by-laws of the Corporation.  The stockholders may adopt additional by-laws and may alter or repeal any by-law whether adopted by them or otherwise.

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ARTICLE VII

ELECTION OF DIRECTORS

The election of directors need not be conducted by written ballot except and to the extent required by the by-laws of the Corporation.

ARTICLE VIII

LIMITATION ON LIABILITY

To the fullest extent permitted by the DGCL, a director of this Corporation shall not be liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent such exemption from liability or limitation thereof is not permitted under the DGCL.  Any repeal or modification of the provisions of this Article VIII by the stockholders of the Corporation shall not adversely affect any right or protection of a director of this Corporation existing at the time of such repeal or modification.

ARTICLE IX

INDEMNIFICATION AND INSURANCE

A.INDEMNIFICATION.  Each person who was or is made a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he or she, or a person of whom he or she is the legal representative, is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as director, officer, employee or agent shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the DGCL, as the same exists or may hereafter be amended (but, in the case of any such amendment, to the fullest extent permitted by law, only to the extent that such amendment permits the corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment), against all expense, liability and loss (including attorneys’ fees, judgments, fines, amounts paid or to be paid in settlement, and excise taxes or penalties arising under the Employee Retirement Income Security Act of 1974) reasonably incurred or suffered by such person in connection therewith and such indemnification shall continue as to a person who has ceased to be director, officer, employee or agent and shall inure to the benefit of his or her heirs, executors and administrators; provided, that, except as provided in Section B of this Article IX, the Corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the Board of Directors.  The right to indemnification conferred in this Article IX shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided, that, if the DGCL requires, the payment of such expenses incurred by a director or officer in his or her capacity as a director or

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officer (and not in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding, shall be made only upon delivery to the Corporation of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under Section A of this Article IX or otherwise.  The Corporation may, by action of the Board of Directors, provide indemnification to employees and agents of the Corporation with the same scope and effect as the foregoing indemnification of directors and officers.

B.RIGHT OF CLAIMANT TO BRING SUIT.  If a claim under Section A of this Article IX is not paid in full by the Corporation within thirty days after a written claim has been received by the Corporation, the claimant may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim.  It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the Corporation) that the claimant has not met the standards of conduct which make it permissible under the DGCL for the Corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the Corporation.  Neither the failure of the Corporation (including its Board of Directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the DGCL, nor an actual determination by the Corporation (including its Board of Directors, independent legal counsel, or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

C.NON-EXCLUSIVITY OF RIGHTS.  The right to indemnification and the payment of expenses incurred in defending a proceeding in advance of its final disposition conferred in this Article IX shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of the Certificate of Incorporation, by-law, agreement, vote of stockholders or disinterested directors or otherwise.

D.INSURANCE.  The Corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise against any such expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the DGCL.

ARTICLE X

RESERVATION OF RIGHT TO AMEND
CERTIFICATE OF INCORPORATION

The Corporation reserves the right to amend, alter, change or repeal any provisions contained in this Certificate of Incorporation in the manner now or hereafter prescribed by law

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and all the provisions of this Certificate of Incorporation and all rights and powers conferred in this Certificate of Incorporation on stockholders, directors and officers are subject to this reserved power.

ARTICLE XI

INCORPORATOR

The name and mailing address of the Incorporator is as follows:

Adam Pick

200 East Randolph Drive

Suite 5600

Chicago, Illinois 60601

ARTICLE XII

BUSINESS COMBINATIONS WITH
INTERESTED STOCKHOLDERS

Section 203 of the DGCL shall not apply to the Corporation.

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EX-3.2

Exhibit 3.2

INTERVAL ACQUISITION CORP.

BY-LAWS

OF

I EXCHANGE MERGER CORP.

(BECAME BY-LAWS OF INTERVAL ACQUISITION CORP. IN MERGER)

BY-LAWS

OF

I EXCHANGE MERGER. CORP.

ARTICLE I

Offices

SECTION 1.      Registered Office.  The registered office of I Exchange Merger Corp. (the “Corporation”) shall be established and maintained at the office of The Corporation Trust Company at The Corporation Trust Center, 1209 Orange Street in the City of Wilmington, County of New Castle, State of Delaware, and said Corporation Trust Company shall be the registered agent of the Corporation in charge thereof.

SECTION 2.      Other Offices.  The Corporation may have other offices, either within or without the State of Delaware, at such place or places as the Board of Directors may from time to time select or the business of the Corporation may require.

ARTICLE II

Meetings Of Stockholders

SECTION 1.      Annual Meetings.  Annual meetings of stockholders for the election of directors, and for such other business as may be stated in the notice of the meeting, shall be held at such place, either within or without the State of Delaware, and at such time and date as the Board of Directors, by resolution, shall determine and as set forth in the notice of the meeting. If the Board of Directors fails so to determine the time, date and place of meeting, the annual meeting of stockholders shall be held at the registered office of the Corporation on the first Tuesday in April. If the date of the annual meeting shall fall upon a legal holiday, the meeting shall be held an the next succeeding business day. At each annual meeting, the stockholders entitled to vote shall elect a Board of Directors and they may transact such other corporate business as shall be stated in the notice of the meeting.

SECTION 2.      Special Meetings.  Special meetings of the stockholders for any purpose or purposes may be called by the President or the Secretary, or by resolution of the Board of Directors.

SECTION 3.      Voting.  Each stockholder entitled to vote in accordance with the terms of the Certificate of Incorporation of the Corporation (the “Certificate of Incorporation”) and these By-Laws may vote in person or by proxy, but no proxy shall be voted after three years from its date unless such proxy provides for a longer period. All elections for directors shall be decided by plurality vote; all other questions shall be decided by majority vote except as otherwise provided by the Certificate of Incorporation or the laws of the State of Delaware.

A complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, with the address of each, and the number of shares held by each, shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is entitled to be present.

SECTION 4.      Quorum.  Except as otherwise required by law, by the Certificate of Incorporation or by these By-Laws, the presence, in person or by proxy, of stockholders holding shares constituting a majority of the voting power of the Corporation shall constitute a quorum at all meetings of the stockholders. In case a quorum shall not be present at any meeting, a majority in interest of the stockholders entitled to vote thereat, present in person or by proxy, shall have the power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until the requisite amount of stock entitled to vote shall be present. At any such adjourned meeting at which the requisite amount of stock entitled to vote shall be represented, any business may be transacted that might have been transacted at the meeting as originally noticed, but only those stockholders entitled to vote at the meeting as originally noticed shall be entitled to vote at any adjournment or adjournments thereof.

SECTION 5.      Notice Of Meetings.  Written notice, stating the place, date and time of the meeting, and the general nature of the business to be considered, shall be given to each stockholder entitled to vote thereat, at his or her address as it appears on the records of the Corporation, not less than ten nor more than sixty days before the date of the meeting. No business other than that stated in the notice shall be transacted at any meeting without the unanimous consent of all the stockholders entitled to vote thereat.

SECTION 6.      Action Without Meeting.  Unless otherwise provided by the Certificate of Incorporation, any action required or permitted to be taken at any annual or special meeting of stockholders may be taken without a meeting, without prior notice and without a vote, a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of any corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

ARTICLE III

Directors

SECTION 1.      Number And Term. The business and affairs of the Corporation shall be managed under the direction of a Board of Directors which shall consist of not less than two persons. The exact number of directors shall initially be two and may thereafter be fixed from time to time by the Board of Directors. Directors shall be elected at the annual meeting of 

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stockholders and each director shall be elected to serve until his or her successor shall be elected and shall qualify. A director need not be a stockholder.

SECTION 2.      Resignations.  Any director may resign at any time. Such resignation shall be made in writing, and shall take effect at the time specified therein, and if no time be specified, at the time of its receipt by the President or the Secretary. The acceptance of a resignation shall not be necessary to make it effective.

SECTION 3.      Vacancies.  If the office of any director becomes vacant, the remaining directors in the office, though less than a quorum, by a majority vote, may appoint any qualified person to fill such vacancy, who shall hold office for the unexpired term and until his or her successor shall be duly chosen. If the office of any director becomes vacant and there are no remaining directors, the stockholders, by the affirmative vote of the holders of shares constituting a majority of the voting power of the Corporation, at a special meeting called for such purpose, may appoint any qualified person to fill such vacancy.

SECTION 4.      Removal.  Except as hereinafter provided, any director or directors may be removed either for or without cause at any time by the affirmative vote of the holders of a majority of the voting power entitled to vote for the election of directors, at an annual meeting or a special meeting called for the purpose, and the vacancy thus created may be filled, at such meeting, by the affirmative vote of holders of shares constituting a majority of the voting power of the Corporation.

SECTION 5.      Committees.  The Board of Directors may, by resolution or resolutions passed by a majority of the whole Board of Directors, designate one or more committees, each committee to consist of one or more directors of the Corporation.

Any such committee, to the extent provided in a resolution of the Board of Directors, or in these By-Laws, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it.

SECTION 6.      Meetings.  The newly elected directors may hold their first meeting for the purpose of organization and the transaction of business, if a quorum be present, immediately after the annual meeting of the stockholders; or the time and place of such meeting may be fixed by consent of all the Directors.

Regular meetings of the Board of Directors may be held without notice at such places and times as shall be determined from time to time by resolution of the Board of Directors.

Special meetings of the Board of Directors may be called by the President, or by the Secretary on the written request of any director, on at least one day’s notice to each director (except that notice to any director may be waived in writing by such director) and shall be held at such place or places as may be determined by the Board of Directors, or as shall be stated in the call of the meeting.

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Unless otherwise restricted by the Certificate of Incorporation or these By-Laws, members of the Board of Directors, or any committee designated by the Board of Directors, may participate in any meeting of the Board of Directors or any committee thereof by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.

SECTION 7.      Quorum.  A majority of the Directors shall constitute a quorum for the transaction of business. If at any meeting of the Board of Directors there shall be less than a quorum present, a majority of those present may adjourn the meeting from time to time until a quorum is obtained, and no further notice thereof need be given other than by announcement at the meeting which shall be so adjourned. The vote of the majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors unless the Certificate of Incorporation or these By-Laws shall require the vote of a greater number.

SECTION 8.      Compensation.  Directors shall not receive any stated salary for their services as directors or as members of committees, but by resolution of the Board of Directors a fixed fee and expenses of attendance may be allowed for attendance at each meeting. Nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity as an officer, agent or otherwise, and receiving compensation therefor.

SECTION 9.      Action Without Meeting.  Any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting if a written consent thereto is signed by all members of the Board of Directors or of such committee, as the case may be, and such written consent is filed with the minutes of proceedings of the Board of Directors or such committee.

ARTICLE IV

Officers

SECTION 1.      Officers.  The officers of the Corporation shall be a President, one or more Vice Presidents, a Treasurer and a Secretary, all of whom shall be elected by the Board of Directors and shall hold office until their successors are duly elected and qualified. In addition, the Board of Directors may elect such Assistant Secretaries and Assistant Treasurers as they may deem proper. The Board of Directors may appoint such other officers and agents as it may deem advisable, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors.

SECTION 2.      President.  The President shall have the general powers and duties of supervision and management usually vested in the office of President of a corporation. The President shall have the power to execute bonds, mortgages and other contracts on behalf of the Corporation, and to cause the seal to be affixed to any instrument requiring it, and when so affixed the seal shall be attested to by the signature of the Secretary or the Treasurer or an Assistant Secretary or an Assistant Treasurer.

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SECTION 3.      Vice Presidents.  Each Vice President shall have such powers and shall perform such duties as shall be assigned to him or her by the Board of Directors.

SECTION 4.      Treasurer.  The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate account of receipts and disbursements In books belonging to the Corporation. He or she shall deposit all moneys and other valuables in the name and to the credit of the Corporation in such depositaries as may be designated by the Board of Directors. He or she shall disburse the funds of the Corporation as may be ordered by the Board of Directors, the President, taking proper vouchers for such disbursements. He or she shall render to the President and Board of Directors at the regular meetings of The Board of Directors, or whenever they may request it, an account of all his or her transactions as Treasurer and of the financial condition of the Corporation. If required by the Board of Directors, he or she shall give the Corporation a bond for the faithful discharge of his or her duties in such amount and with such surety as the Board of Directors shall prescribe.

SECTION 5.      Secretary.  The Secretary shall give, or cause to be given, notice of all meetings of stockholders and of the Board of Directors and all other notices required by law or by these By-Laws, and in case of his or her absence or refusal or neglect so to do, any such notice may be given by any person thereunto directed by the President, or by the Board of Directors, upon whose request the meeting is called as provided in these By-Laws. He or she shall record all the proceedings of the meetings of the Board of Directors, any committees thereof and the stockholders of the Corporation in a book to be kept for that purpose, and shall perform such other duties as may be assigned to him or her by the Board of Directors, the Board or the President. He or she shall have the custody of the seal of the Corporation and shall affix the same to all instruments requiring it, when authorized by the Board of Directors, the President, and attest to the same.

SECTION 6.      Assistant Treasurers and Assistant Secretaries.  Assistant Treasurers and Assistant Secretaries, if any, shall be elected and shall have such powers and shall perform such duties as shall be assigned to them, respectively, by the Board of Directors.

ARTICLE V

Miscellaneous

SECTION 1.      Certificates of Stock.  A certificate of stock shall be issued to each stockholder certifying the number of shares owned by such stockholder in the Corporation. Certificates of stock of the Corporation shall be of such form and device as the Board of Directors may from time to time determine.

SECTION 2.      Lost Certificates.  A new certificate of stock may be issued in the place of any certificate theretofore issued by the Corporation, alleged to have been lost or destroyed, and the Board of Directors may, in its discretion, require the owner of the loss or destroyed certificate, or such owner^’s legal representatives, to give the Corporation a bond, in such sum as it may direct, not exceeding double the value of the stock, to indemnify the Corporation against any claim that may be made against it on account of the alleged loss of any such certificate, or the issuance of any such new certificate.

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SECTION 3.      Transfer of Shares.  The shares of stock of the Corporation shall be transferable only upon its books by the holders thereof in person or by their duly authorized attorneys or legal representatives, and upon such transfer the old certificates shall be surrendered to the Corporation by the delivery thereof to the person in charge of the stock and transfer books and ledgers, or to such other person as the Board of Directors may designate, by whom they shall be cancelled, and new certificates shall thereupon be issued. A record shall be made of each transfer and whenever a transfer shall be made for collateral security, and not absolutely, it shall be so expressed in the entry of the transfer.

SECTION 4.      Stockholders Record Date.  In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors and which record date:  (1) in the case of determination of stockholders entitled to vote at any meeting of stockholders or adjournment thereof, shall, unless otherwise required by law, not be more than sixty nor less than ten days before the date of such meeting; (2) in the case of determination of stockholders entitled to express consent to corporate action in writing without a meeting, shall not be more than ten days from the date upon which the resolution fixing the record date is adopted by the Board of Directors; and (3) in the case of any other action, shall not be more than sixty days prior to such other action. If no record date is fixed:  (1) the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held; (2) the record date for determining stockholders entitled to express consent to corporate action in writing without a meeting when no prior action of the Board of Directors is required by law, shall be the first day on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation in accordance with applicable law, or, if prior action by the Board of Directors is required by law, shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action; and (3) the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

SECTION 5.      Dividends.  Subject to the provisions of the Certificate of Incorporation, the Board of Directors may, out of funds legally available therefor at any regular or special meeting, declare dividends upon stock of the Corporation as and when they deem appropriate. Before declaring any dividend there may be set apart out of any funds of the Corporation available for dividends, such sum or sums as the Board of Directors from time to time in its discretion deems proper for working capital or as a reserve fund to meet contingencies or for equalizing dividends or for such other purposes as the Board of Directors shall deem conducive to the interests of the Corporation.

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SECTION 6.      Seal.  The corporate seal of the Corporation shall be in such form as shall be determined by resolution of the Board of Directors. Said seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise imprinted upon the subject document or paper.

SECTION 7.      Fiscal Year.  The fiscal year of the Corporation shall be determined by resolution of the Board of Directors.

SECTION 8.      Checks.  All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation shall be signed by such officer or officers, or agent or agents, of the Corporation, and in such manner as shall be determined from time to time by resolution of the Board of Directors.

SECTION 9.      Notice and Waiver of Notice.  Whenever any notice is required to be given under these By-Laws, personal notice is not required unless expressly so stated, and any notice so required shall be deemed to be sufficient if given by depositing the same in the United States mail, postage prepaid, addressed to the person entitled thereto at his or her address as it appears on the records of the Corporation, and such notice shall be deemed to have been given on the day of such mailing. Stockholders not entitled to vote shall not be entitled to receive notice of any meetings except as otherwise provided by law. Whenever any notice is required to be given under the provisions of any law, or under the provisions of the Certificate of Incorporation of the Corporation or of these By-Laws, a waiver thereof, in writing and signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent to such required notice.

ARTICLE VI

Amendments

These By-Laws may be altered, amended or repealed at any annual meeting of the stockholders (or at any special meeting thereof if notice of such proposed alteration, amendment or repeal to be considered is contained in the notice of such special meeting) by the affirmative vote of the holders of shares constituting a majority of the voting power of the Corporation. Except as otherwise provided in the Certificate of Incorporation, the Board of Directors may by majority vote of those present at any meeting at which a quorum is present alter, amend or repeal these By-Laws, or enact such other By-Laws as in their judgment may be advisable for the regulation and conduct of the affairs of the Corporation.

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EX-3.5

Exhibit 3.5

CERTIFICATE OF INCORPORATION

OF

INTERVAL INTERNATIONAL, INC.

ARTICLE ONE

The name of the corporation is Interval International, Inc.

ARTICLE TWO

The address of the corporation’s registered office in the State of Delaware is Corporation Service Company, 1013 Centre Road, Wilmington, Delaware 19805 in the county of New Castle. The name of its registered agent at such address is Corporation Service Company.

ARTICLE THREE

The nature of the business or purposes to be conducted or promoted is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

ARTICLE FOUR

The total number of shares of capital stock which the corporation has authority to issue is 1,000 shares of Common Stock, par value $.01 per share.

ARTICLE FIVE

The name and mailing address of the sole Incorporator are as follows:

NAME	MAILING ADDRESS
Adam Pick	200 East Randolph Drive Suite 5600 Chicago, Illinois 60601

ARTICLE SIX

The corporation is to have perpetual existence.

ARTICLE SEVEN

In furtherance and not in limitation of the powers conferred by statute, the board of directors of the corporation is expressly authorized to make, alter or repeal the by-laws of the corporation.

ARTICLE EIGHT

Meetings of stockholders may be held within or without the State of Delaware, as the by-laws of the corporation may provide. The books of the corporation may be kept outside the State of Delaware at such place or places as may be designated from time to time by the board of directors or in the by-laws of the corporation. Election of directors need not be by written ballot unless the by-laws of the corporation so provide.

ARTICLE NINE

To the fullest extent permitted by the General Corporation Law of the State of Delaware as the same exists or may hereafter be amended, a director of this corporation shall not be liable to the corporation or its stockholders for monetary damages for a breach of fiduciary duty as a director. Any repeal or modification of this ARTICLE NINE, shall not adversely meet any right or protection of a director of the corporation existing at the time of such repeal or modification.

ARTICLE TEN

The corporation expressly elects not to be governed by Section 203 of the General Corporation Law of the State of Delaware.

ARTICLE ELEVEN

The corporation reserves the right to amend, alter, change or repeal any provision contained in this certificate of incorporation in the manner now or hereafter prescribed herein and by the laws of the State of Delaware, and all rights conferred upon stockholders herein are granted subject to this reservation.

* * * * *

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I, THE UNDERSIGNED, being the sole incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, do make this certificate, hereby declaring and certifying that this is my act and deed and the facts stated herein are true, and accordingly have hereunto set my hand on the 24th day of November, 1997.

/s/ Adam Pick

Adam Pick, Sole Incorporator

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CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
BEFORE PAYMENT OF CAPITAL
OF
INTERVAL INTERNATIONAL, INC.

******

Adopted in accordance with the
provisions of Section 241 of the
General Corporation Law of the
State of Delaware

******

I, Adam R. Pick, being the duly acting and qualified Sole Incorporator of Interval International, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), DO HEREBY CERTIFY as follows:

FIRST:That the Corporation’s original Certificate of Incorporation (the “Certificate of Incorporation”) was filed with the Secretary of State of Delaware on November 24, 1997.

SECOND:That the Certificate of Incorporation is hereby amended by deleting ARTICLE ONE in its entirety and substituting in lieu thereof a new ARTICLE ONE as follows:

ARTICLE ONE

The name of the corporation is Interval International Corporation.

THIRD:That the foregoing amendment has been duly adopted, pursuant to the provisions of Section 241 and 107 of the General Corporation Law of the State of Delaware, by the Sole Incorporator of the Corporation.

FOURTH:That the Corporation has not received any payment for any of its stock.

* * * * * *

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IN WITNESS WHEREOF, the undersigned, being the Sole Incorporator hereinabove named, for the purpose of amending the Certificate of Incorporation pursuant to the General Corporation Law of the State of Delaware, under penalties of perjury does hereby declare and certify that this is the act and deed of the Corporation and the facts stated herein are true, and accordingly have hereunto signed this Certificate of Amendment of Certificate of Incorporation Before Payment of Capital as of this 24th day of November, 1997.

INTERVAL INTERNATIONAL, INC.
a Delaware corporation
/s/ Adam R. Pick
By:	Adam R. Pick
Its:	Sole Incorporator

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CERTIFICATE OF CHANGE OF REGISTERED AGENT

AND

REGISTERED OFFICE

* * * * *

Interval International Corporation, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:

The present registered agent of the corporation is Corporation Service Company and the present registered office of the corporation is in the county of New Castle.

The Board of Directors of Interval International Corporation adopted the following resolution on the 17th day of December, 1997.

Resolved, that the registered office of Interval International Corporation in the state of Delaware be and it hereby is changed to Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle, and the authorization of the present registered agent of this corporation be and the same is hereby withdrawn, and THE CORPORATION TRUST COMPANY, shall be and is hereby constituted and appointed the registered agent of this corporation at the address of its registered office.

IN WITNESS WHEREOF, Interval International Corporation has caused this statement to be signed by Avy Stein, its President, this 17th day of December, 1997.

INTERVAL INTERNATIONAL CORPORATION
	/s/ Avy Stein
By:	Avy Stein
Its:	President

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CERTIFICATE OF AMENDMENT TO

CERTIFICATE OF INCORPORATION OF

INTERVAL INTERNATIONAL CORPORATION

Interval International Corporation, a corporation organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”),

DOES HEREBY CERTIFY:

FIRST:That the Board of Directors of the Corporation pursuant to unanimous written consent and in accordance with Sections 141(f) and 242 of the General Corporation Law of the State of Delaware, adopted the resolutions set forth below proposing the amendment to the Certificate of Incorporation of the Corporation (the “Amendment”) and further directed that the Amendment be submitted to the stockholders of the Corporation for their approval:

RESOLVED, that the Board of Directors declares it advisable to amend Article One of the Corporation’s Certificate of Incorporation in its entirety to read as follows:

ARTICLE ONE

The name of the corporation is IIC Holdings, Incorporated.

THIRD:That in accordance with Section 228 of the General Corporation Law of the State of Delaware, the Amendment was duly adopted and approved pursuant to a written consent of the stockholders of the Corporation.

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed by this 30 day of July, 1998.

INTERVAL INTERNATIONAL CORPORATION
	/s/ Craig Nash
By:	Craig Nash
Its:	President

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INTERVAL INTERNATIONAL CORPORATION

CONSENT IN LIEU OF
SPECIAL MEETING OF THE STOCKHOLDERS

The undersigned, being the holders of outstanding capital stock of Interval International Corporation, a Delaware corporation, (the “Corporation), having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted, in lieu of holding a special meeting, hereby take the following action and adopt the following resolution by written consent pursuant to Section 228 of the General Corporation Law of the State of Delaware:

WHEREAS, the board of directors of the Corporation (the “Board”) has declared it advisable to amend ARTICLE ONE of the Corporation’s. Certificate of Incorporation in its entirety to read as follows (the “Amendment):

“ARTICLE ONE. The name of the Corporation is IIC Holdings, Incorporated.”

NOW, THEREFORE, BE IT HEREBY RESOLVED, that the Amendment is hereby in all respect authorized and adopted.

The actions taken by this written consent shall have the same force and effect as if taken at a special meeting of the stockholders entitled to vote thereon duly called and constituted pursuant to the By-laws of the Corporation and the laws of the State of Delaware. Pursuant to the provision of Section 228(c) of the General Corporation Law of the State of Delaware, the corporate actions referred to herein shall be effective upon the execution of this consent by a sufficient number of holders of the Corporation’s capital stock authorized to vote thereon and to take the actions set forth in this consent and upon the delivery of this consent, within sixty days of the earliest dated consent, to an officer or agent of the Corporation having custody of the book in which proceedings of the stockholders’ meetings are recorded. Such officer or agent of the Corporation shall evidence delivery by indicating receipt of this consent below.

IN WITNESS WHEREOF, the undersigned has executed this consent on the date indicated below.

Dated: July 9, 1998
	INTERVAL ACQUISITION CORPORATION a Delaware corporation
	By:	/s/ Jeanette E. Marbert
		Jeanette E. Marbert
		Executive Vice President

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CERTIFICATE OF MERGER

OF

CCSI ACQUISITION CORP.

AND

IIC HOLDINGS, INCORPORATED

It is hereby certified that:

1.The constituent business corporations participating in the merger herein certified are:

(i)CCSI ACQUISITION CORP. (“CAC”), which is incorporated under the laws of the State of Delaware; and

(ii)IIC HOLDINGS, INCORPORATED (“IIC”), which is incorporated under the laws of the State of Delaware.

CAC and IIC are collectively referred to herein as the Constituent Corporations.

2.An Agreement of Merger has been approved, adopted, certified, executed, and acknowledged by each of the aforesaid Constituent Corporations in accordance with the provisions of subsection (c) of Section 251 of the General Corporation Law of the State of Delaware.

3.The name of the surviving corporation in the merger herein certified is IIC HOLDINGS, INCORPORATED (the “Surviving Corporation”), which will continue its existence as said surviving corporation under its present name upon the effective date of said merger pursuant to the provisions of the General Corporation Law of the State of Delaware.

4.The Certificate of Incorporation of IIC shall continue to be the Certificate of Incorporation of the Surviving Corporation until amended or changed in accordance with the provisions of the General Corporation Law of the State of Delaware.

5.The executed Agreement of Merger between the Constituent Corporations is on file at the office of the Surviving Corporation, the address of which is as follows:

c/o Interval Acquisition Corp.

6262 Sunset Drive

Penthouse One

Miami, Florida 33143

6.A copy of the executed Agreement of Merger will be furnished by the Surviving Corporation, on request, and without cost, to any stockholder of each of the Constituent Corporations.

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7.The Agreement of Merger between the Constituent Corporations provides that the merger herein certified shall be effective on August 13, 2001.

Dated: August 14, 2001
	CCSI ACQUISITION CORP.
	By:	/s/ Paul W. Rishell
		Paul W. Rishell
		Executive Vice President
Dated: August 14, 2001
	IIC HOLDINGS, INCORPORATED
	By:	/s/ Paul W. Rishell
		Paul W. Rishell
		Vice President

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EX-3.6

Exhibit 3.6

BYLAWS

OF

INTERVAL INTERNATIONAL CORPORATION

A Delaware Corporation

ARTICLE I

OFFICES

Section 1. Registered Office. The registered office of the corporation in the State of Delaware shall be located at 1013 Centre Road, in the City of Wilmington, County of New Castle. The name of the corporation’s registered agent at such address shall be Corporation Service Company. The registered office and/or registered agent of the corporation may be changed from time to time by action of the board of directors.

Section 2. Other Offices. The corporation may also have offices at such other places, both within and without the State of Delaware, as the board of directors may from time to time determine or the business of the corporation may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

Section 1. Place and Time of Meetings. An annual meeting of the stockholders shall be held each year within one hundred twenty (120) days after the close of the immediately preceding fiscal year of the corporation for the purpose of electing directors and conducting such other proper business as may come before the meeting. The date, time and place of the annual meeting shall be determined by the president of the corporation; provided, that if the president does not act, the board of directors shall determine the date, time and place of such meeting.

Section 2. Special Meetings. Special meetings of stockholders may be called for any purpose and may be held at such time and place, within or without the State of Delaware, as shall be stated in a notice of meeting or in a duly executed waiver of notice thereof.

Section 3. Place of Meetings. The board of directors may designate any place, either within or without the State of Delaware, as the place of meeting for any annual meeting or for any special meeting called by the board of directors. If no designation is made, or if a special meeting be otherwise called, the place of meeting shall be the principal executive office of the corporation.

Section 4. Notice. Whenever stockholders are required or permitted to take action at a meeting, written or printed notice stating the place, date, time, and, in the case of special meetings, the purpose or purposes, of such meeting, shall be given to each stockholder entitled to vote at such meeting.

Section 5. Stockholders List. The officer having charge of the stock ledger of the corporation shall make, at least 10 days before every meeting of the stockholders, a complete list of the stockholders entitled to vote at such meeting arranged in alphabetical order, showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least 10 days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

Section 6. Quorum. The holders of a majority of the outstanding shares of capital stock, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders, except as otherwise provided by statute or by the certificate of incorporation. If a quorum is not present, the holders of a majority of the shares present in person or represented by proxy at the meeting, and entitled to vote at the meeting, may adjourn the meeting to another time and/or place.

Section 7. Adjourned Meetings. When a meeting is adjourned to another time and place, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting the corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

Section 8. Vote Required. When a quorum is present, the affirmative vote of the majority of shares present in person or represented by proxy at the meeting and entitled to vote on the subject matter shall be the act of the stockholders, unless the question is one upon which by express provisions of an applicable law or of the certificate of incorporation a different vote is required, in which case such express provision shall govern and control the decision of such question.

Section 9. Voting Rights. Except as otherwise provided by the General Corporation Law of the State of Delaware or by the certificate of incorporation of the corporation or any amendments thereto and subject to Section 3 of Article VI hereof, every stockholder shall at every meeting of the stockholders be entitled to one vote in person or by proxy for each share of common stock held by such stockholder.

Section 10. Proxies. Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for him or her by proxy, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period.

Section 11. Action by Written Consent. Unless otherwise provided in the certificate of incorporation, any action required to be taken at any annual or special meeting of stockholders of the corporation, or any action which may be taken at any annual or special

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meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken and bearing the dates of signature of the stockholders who signed the consent or consents, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the corporation by delivery to its registered office in the state of Delaware, or the corporation’s principal place of business, or an officer or agent of the corporation having custody of the book or books in which proceedings of meetings of the stockholders are recorded. Delivery made to the corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested. All consents properly delivered in accordance with this section shall be deemed to be recorded when so delivered. No written consent shall be effective to take the corporate action referred to therein unless, within sixty days of the earliest dated consent delivered to the corporation as required by this section, written consents signed by the holders of a sufficient number of shares to take such corporate action are so recorded. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing. Any action taken pursuant to such written consent or consents of the stockholders shall have the same force and effect as if taken by the stockholders at a meeting thereof.

ARTICLE III

DIRECTORS

Section 1. General Powers. The business and affairs of the corporation shall be managed by or under the direction of the board of directors.

Section 2. Number, Election and Term of Office. The number of directors which shall constitute the first board shall be two (2). Thereafter, the number of directors shall be established from time to time by resolution of the board. The directors shall be elected by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote in the election of directors. The directors shall be elected in this manner at the annual meeting of the stockholders, except as provided in Section 4 of this Article III. Each director elected shall hold office until a successor is duly elected and qualified or until his or her earlier death, resignation or removal as hereinafter provided.

Section 3. Removal and Resignation. Any director or the entire board of directors may be removed at any time, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors. Whenever the holders of any class or series are entitled to elect one or more directors by the provisions of the corporation’s certificate of incorporation, the provisions of this section shall apply, in respect to the removal without cause of a director or directors so elected, to the vote of the holders of the outstanding shares of that class or series and not to the vote of the outstanding shares as a whole. Any director may resign at any time upon written notice to the corporation.

Section 4. Vacancies. Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, though less than a quorum, or by a sole remaining director. Each director so

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chosen shall hold office until a successor is duly elected and qualified or until his or her earlier death, resignation or removal as herein provided.

Section 5. Annual Meetings. The annual meeting of each newly elected board of directors shall be held without other notice than this by-law immediately after, and at the same place as, the annual meeting of stockholders.

Section 6. Other Meetings and Notice. Regular meetings, other than the annual meeting, of the board of directors may be held without notice at such time and at such place as shall from time to time be determined by resolution of the board. Special meetings of the board of directors may be called by or at the request of the president on at least 24 hours notice to each director, either personally, by telephone, by mail, or by telegraph.

Section 7. Quorum, Required Vote and Adjournment. A majority of the total number of directors shall constitute a quorum for the transaction of business. The vote of a majority of directors present at a meeting at which a quorum is present shall be the act of the board of directors. If a quorum shall not be present at any meeting of the board of directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

Section 8. Committees. The board of directors may, by resolution passed by a majority of the whole board, designate one or more committees, each committee to consist of one or more of the directors of the corporation, which to the extent provided in such resolution or these by-laws shall have and may exercise the powers of the board of directors in the management and affairs of the corporation except as otherwise limited by law. The board of directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the board of directors. Each committee shall keep regular minutes of its meetings and report the same to the board of directors when required.

Section 9. Committee Rules. Each committee of the board of directors may fix its own rules of procedure and shall hold its meetings as provided by such rules, except as may otherwise be provided by a resolution of the board of directors designating such committee. In the event that a member and that member’s alternate, if alternates are designated by the board of directors as provided in Section 8 of this Article III, of such committee is or are absent or disqualified, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the board of directors to act at the meeting in place of any such absent or disqualified member.

Section 10. Communications Equipment. Members of the board of directors or any committee thereof may participate in and act at any meeting of such board or committee through the use of a conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and participation in the meeting pursuant to this section shall constitute presence in person at the meeting.

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Section 11. Waiver of Notice and Presumption of Assent. Any member of the board of directors or any committee thereof who is present at a meeting shall be conclusively presumed to have waived notice of such meeting except when such member attends for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened. Such member shall be conclusively presumed to have assented to any action taken unless his or her dissent shall be entered in the minutes of the meeting or unless his or her written dissent to such action shall be filed with the person acting as the secretary of the meeting before the adjournment thereof or shall be forwarded by registered mail to the secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to any member who voted in favor of such action.

Section 12. Action by Written Consent. Unless otherwise restricted by the certificate of incorporation, any action required or permitted to be taken at any meeting of the board of directors, or of any committee thereof, may be taken without a meeting if all members of the board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the board or committee,

ARTICLE IV

OFFICERS

Section 1. Number. The officers of the corporation shall be elected by the board of directors and may consist of a president, any number of vice presidents, a secretary, a chief financial officer, any number of assistant secretaries and such other officers and assistant officers as may be deemed necessary or desirable by the board of directors. Any number of offices may be held by the same person. In its discretion, the board of directors may choose not to fill any office for any period as it may deem advisable, except that the offices of president and secretary shall be filled as expeditiously as possible.

Section 2. Election and Term of Office. The officers of the corporation shall be elected annually by the board of directors at its first meeting held after each annual meeting of stockholders or as soon thereafter as conveniently may be. Vacancies may be filled or new offices created and filled at any meeting of the board of directors. Each officer shall hold office until a successor is duly elected and qualified or until his or her earlier death, resignation or removal as hereinafter provided.

Section 3. Removal. Any officer or agent elected by the board of directors may be removed by the board of directors whenever in its judgment the best interests of the corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.

Section 4. Vacancies. Any vacancy occurring in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the board of directors for the unexpired portion of the term by the board of directors then in office.

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Section 5. Compensation. Compensation of all officers shall be fixed by the board of directors, and no officer shall be prevented from receiving such compensation by virtue of his or her also being a director of the corporation.

Section 6. President. The president, subject to the powers of the board of directors, shall have general charge of the business, affairs and property of the corporation, and control over its officers, agents and employees; and shall see that all orders and resolutions of the board of directors are carried into effect. The president shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the board of directors to some other officer or agent of the corporation. The president shall have such other powers and perform such other duties as may be prescribed by the board of directors or as may be provided in these by-laws.

Section 7. Vice-presidents. The vice-president, or if there shall be more than one, the vice-presidents in the order determined by the board of directors shall, in the absence or disability of the president, act with all of the powers and be subject to all the restrictions of the president. The vice-presidents shall also perform such other duties and have such other powers as the board of directors, the president or these by-laws may, from time to time, prescribe.

Section 8. The Secretary and Assistant Secretaries. The secretary shall attend all meetings of the board of directors, all meetings of the committees thereof and all meetings of the stockholders and record all the proceedings of the meetings in a book or books to be kept for that purpose. Under the president’s supervision, the secretary shall give, or cause to be given, all notices required to be given by these by-laws or by law; shall have such powers and perform such duties as the board of directors, the president or these by-laws may, from time to time, prescribe; and shall have custody of the corporate seal of the corporation. The secretary, or an assistant secretary, shall have authority to affix the corporate seal to any instrument requiring it and when so affixed, it may be attested by his or her signature or by the signature of such assistant secretary. The board of directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by his or her signature. The assistant secretary, or if there be more than one, the assistant secretaries in the order determined by the board of directors, shall, in the absence or disability of the secretary, perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as the board of directors or president may, from time to time, prescribe.

Section 9. The Chief Financial Officer and Assistant Treasurer. The chief financial officer shall have the custody of the corporate funds and securities; shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation; shall deposit all monies and other valuable effects in the name and to the credit of the corporation as may be ordered by the board of directors; shall cause the funds of the corporation to be disbursed when such disbursements have been duly authorized, taking proper vouchers for such disbursements; and shall render to the president and the board of directors, at its regular meeting or when the board of directors so requires, an account of the corporation; shall have such powers and perform such duties as the board of directors, the president or these by-laws may, from time to time, prescribe. If required by the board of directors, the chief financial officer shall give the corporation a bond (which shall be rendered every six years) in such sums and with such surety

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or sureties as shall be satisfactory to the board of directors for the faithful performance of the duties of the office of chief financial officer and for the restoration to the corporation, in case of death, resignation, retirement, or removal from office, of all books, papers, vouchers, money, and other property of whatever kind in the possession or under the control of the chief financial officer belonging to the corporation. The assistant treasurer, or if there shall be more than one, the assistant treasurers in the order determined by the board of directors, shall in the absence or disability of the chief financial officer, perform the duties and exercise the powers of the chief financial officer. The assistant treasurers shall perform such other duties and have such other powers as the board of directors or the president may, from time to time, prescribe.

Section 10. Other Officers, Assistant Officers and Agents. Officers, assistant officers and agents, if any, other than those whose duties are provided for in these by-laws, shall have such authority and perform such duties as may from time to time be prescribed by resolution of the board of directors.

Section 11. Absence or Disability of Officers. In the case of the absence or disability of any officer of the corporation and of any person hereby authorized to act in such officer’s place during such officer’s absence or disability, the board of directors may by resolution delegate the powers and duties of such officer to any other officer or to any director, or to any other person whom it may select.

ARTICLE V

INDEMNIFICATION OF OFFICERS, DIRECTORS AND OTHERS

Section 1. Nature of Indemnity. Each person who was or is made a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he or she, is or was a director or officer, of the corporation or is or was serving at the request of the corporation as a director, officer, employee, fiduciary, or agent of another corporation or of a partnership, joint venture, trust or other enterprise including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee, fiduciary or agent or in any other capacity while serving as a director, officer, employee, fiduciary or agent, shall be indemnified and held harmless by the corporation to the fullest extent which it is empowered to do so by the General Corporation Law of the State of Delaware, as the same exists or may hereafter be amended against all expense, liability and loss (including attorneys’ fees actually and reasonably incurred by such person in connection with such proceeding) and such indemnification shall inure to the benefit of his or her heirs, executors and administrators; provided, however, that, except as provided in Section 2 hereof; the corporation shall indemnify any such person seeking indemnification in connection with a proceeding initiated by such person only if such proceeding was authorized by the board of directors of the corporation. The right to indemnification conferred in this Article V shall be a contract right and, subject to Sections 2 and 5 hereof, shall include the right to be paid by the corporation the expenses incurred in defending any such proceeding in advance of its final disposition. The corporation may, by action of its board of directors, provide indemnification to employees and agents of the corporation with the same scope and effect as the foregoing indemnification of directors and officers.

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Section 2. Procedure for Indemnification of Directors and Officers. Any indemnification of a director, officer, employee, fiduciary or agent of the corporation under Section 1 of this Article V or advance of expenses under Section 5 of this Article V shall be made promptly, and in any event within 30 days, upon the written request of the director, officer, employee, fiduciary or agent. If a determination (as defined in the General Corporation Law of the State of Delaware) by the corporation that the director, officer, employee, fiduciary or agent is entitled to indemnification pursuant to this Article V is required, and the corporation fails to respond within sixty days to a written request for indemnity, the corporation shall be deemed to have approved the request. If the corporation denies a written request for indemnification or advancing of expenses, in whole or in part, or if payment in full pursuant to such request is not made within 30 days, the right to indemnification or advances as granted by this Article V shall be enforceable by the director, officer, employee, fiduciary or agent in any court of competent jurisdiction. Such person’s costs and expenses incurred in connection with successfully establishing his or her right to indemnification, in whole or in part, in any such action shall also be indemnified by the corporation. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any, has been tendered to the corporation) that the claimant has not met the standards of conduct which make it permissible under the General Corporation Law of the State of Delaware for the corporation to indemnify the claimant for the amount claimed, but the burden of such defense shall be on the corporation. Neither the failure of the corporation (including its board of directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the General Corporation Law of the State of Delaware, nor an actual determination by the corporation (including its board of directors, independent legal counsel, or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Section 3. Article Not Exclusive. The rights to indemnification and the payment of expenses incurred in defending a proceeding in advance of its final disposition conferred in this Article V shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of the certificate of incorporation, by-law, agreement, vote of stockholders or disinterested directors or otherwise.

Section 4. Insurance. The corporation may purchase and maintain insurance on its own behalf and on behalf of any person who is or was a director, officer, employee, fiduciary, or agent of the corporation or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him or her and incurred by him or her in any such capacity, whether or not the corporation would have the power to indemnify such person against such liability under this Article V.

Section 5. Expenses. Expenses incurred by any person described in Section 1 of this Article V in defending a proceeding shall be paid by the corporation in advance of such proceeding’s final disposition upon receipt of an undertaking by or on behalf of the director or officer to repay such amount if it shall ultimately be determined that he or she is not entitled to

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be indemnified by the corporation. Such expenses incurred by other employees and agents may be so paid upon such terms and conditions, if any, as the board of directors deems appropriate.

Section 6. Employees and Agents. Persons who are not covered by the foregoing provisions of this Article V and who are or were employees or agents of the corporation, or who are or were serving at the request of the corporation as employees or agents of another corporation, partnership, joint venture, trust or other enterprise, may be indemnified to the extent authorized at any time or from time to time by the board of directors.

Section 7. Contract Rights. The provisions of this Article V shall be deemed to be a contract right between the corporation and each director or officer who serves in any such capacity at any time while this Article V and the relevant provisions of the General Corporation Law of the State of Delaware or other applicable law are in effect, and any repeal or modification of this Article V or any such law shall not affect any rights or obligations then existing with respect to any state of facts or proceeding then existing.

Section 8. Merger or Consolidation. For purposes of this Article V, references to “the corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee, fiduciary or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under this Article V with respect to the resulting or surviving corporation as he or she would have with respect to such constituent corporation if its separate existence had continued.

ARTICLE VI

CERTIFICATES OF STOCK

Section 1. Form. Every holder of stock in the corporation shall be entitled to have a certificate, signed by, or in the name of the corporation by the president, or a vice-president and the secretary or any assistant secretary of the corporation, certifying the number of shares owned by such holder in the corporation. If such a certificate is countersigned (1) by a transfer agent or an assistant transfer agent other than the corporation or its employee or (2) by a registrar, other than the corporation or its employee, the signature of the president, any vice-president, secretary, or any assistant secretary may be facsimiles. In case any officer or officers who have signed, or whose facsimile signature or signatures have been used on, any such certificate or certificates shall cease to be such officer or officers of the corporation whether because of death, resignation or otherwise before such certificate or certificates have been delivered by the corporation, such certificate or certificates may nevertheless be issued and delivered as though the person or persons who signed such certificate or certificates or whose facsimile signature or signatures have been used thereon had not ceased to be such officer or officers of the corporation. All certificates for shares shall be consecutively numbered or otherwise identified. The name of the person to whom the shares represented thereby are issued, with the number of shares and date of issue, shall be entered on the books of the corporation. Shares of stock of the corporation shall

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only be transferred on the books of the corporation by the holder of record thereof or by such holder’s attorney duly authorized in writing, upon surrender to the corporation of the certificate or certificates for such shares endorsed by the appropriate person or persons, with such evidence of the authenticity of such endorsement, transfer, authorization, and other matters as the corporation may reasonably require, and accompanied by all necessary stock transfer stamps. In that event, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate or certificates, and record the transaction on its books. The board of directors may appoint a bank or trust company organized under the laws of the United States or any state thereof to act as its transfer agent or registrar, or both in connection with the transfer of any class or series of securities of the corporation.

Section 2. Lost Certificates. The board of directors may direct a new certificate or certificates to be issued in place of any certificate or certificates previously issued by the corporation alleged to have been lost, stolen, or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen, or destroyed. When authorizing such issue of a new certificate or certificates, the board of directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen, or destroyed certificate or certificates, or his or her legal representative, to give the corporation a bond sufficient to indemnify the corporation against any claim that may be made against the corporation on account of the loss, theft or destruction of any such certificate or the issuance of such new certificate.

Section 3. Fixing a Record Date for Stockholder Meetings. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board of directors, and which record date shall not be more than sixty nor less than ten days before the date of such meeting. If no record date is fixed by the board of directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be the close of business on the next day preceding the day on which notice is given, or if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the board of directors may fix a new record date for the adjourned meeting.

Section 4. Fixing a Record Date for Action by Written Consent. In order that the corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board of directors, and which date shall not be more than ten days after the date upon which the resolution fixing the record date is adopted by the board of directors. If no record date has been fixed by the board of directors, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the board of directors is required by statute, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery

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made to the corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested. If no record date has been fixed by the board of directors and prior action by the board of directors is required by statute, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the board of directors adopts the resolution taking such prior action.

Section 5. Fixing a Record Date for Other Purposes. In order that the corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment or any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purposes of any other lawful action, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the board of directors adopts the resolution relating thereto.

Section 6. Registered Stockholders. Prior to the surrender to the corporation of the certificate or certificates for a share or shares of stock with a request to record the transfer of such share or shares, the corporation may treat the registered owner as the person entitled to receive dividends, to vote, to receive notifications, and otherwise to exercise all the rights and powers of an owner.

Section 7. Subscriptions for Stock. Unless otherwise provided for in the subscription agreement, subscriptions for shares shall be paid in full at such time, or in such installments and at such times, as shall be determined by the board of directors. Any call made by the board of directors for payment on subscriptions shall be uniform as to all shares of the same class or as to all shares of the same series. In case of default in the payment of any installment or call when such payment is due, the corporation may proceed to collect the amount due in the same manner as any debt due the corporation.

ARTICLE VII

GENERAL PROVISIONS

Section 1. Dividends. Dividends upon the capital stock of the corporation, subject to the provisions of the certificate of incorporation, if any, may be declared by the board of directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the certificate of incorporation. Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or any other purpose and the directors may modify or abolish any such reserve in the manner in which it was created.

Section 2. Checks, Drafts or Orders. All checks, drafts, or other orders for the payment of money by or to the corporation and all notes and other evidences of indebtedness

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issued in the name of the corporation shall be signed by such officer or officers, agent or agents of the corporation, and in such manner, as shall be determined by resolution of the board of directors or a duly authorized committee thereof,

Section 3. Contracts. The board of directors may authorize any officer or officers, or any agent or agents, of the corporation to enter into any contract or to execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.

Section 4. Loans. The corporation may lend money to, or guarantee any obligation of, or otherwise assist any officer or other employee of the corporation or of its subsidiary, including any officer or employee who is a director of the corporation or its subsidiary, whenever, in the judgment of the directors, such loan, guaranty or assistance may reasonably be expected to benefit the corporation. The loan, guaranty or other assistance may be with or without interest, and may be unsecured, or secured in such manner as the hoard of directors shall approve, including, without limitation, a pledge of shares of stock of the corporation. Nothing in this section contained shall be deemed to deny, limit or restrict the powers of guaranty or warranty of the corporation at common law or under any statute.

Section 5. Fiscal Year. The fiscal year of the corporation shall be fixed by resolution of the board of directors.

Section 6. Corporate Seal. The board of directors may provide a corporate seal which shall be in the form of a circle and shall have inscribed thereon the name of the corporation and the words “Corporate Seal, Delaware”. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

Section 7. Voting Securities Owned By Corporation. Voting securities in any other corporation held by the corporation shall be voted by the president, unless the board of directors specifically confers authority to vote with respect thereto, which authority may be general or confined to specific instances, upon some other person or officer. Any person authorized to vote securities shall have the power to appoint proxies, with general power of substitution.

Section 8. Inspection of Books and Records. Any stockholder of record, in person or by attorney or other agent, shall, upon written demand under oath stating the purpose thereof, have the right during the usual hours for business to inspect for any proper purpose the corporation’s stock ledger, a list of its stockholders, and its other books and records, and to make copies or extracts therefrom. A proper purpose shall mean any purpose reasonably related to such person’s interest as a stockholder. In every instance where an attorney or other agent shall be the person who seeks the right to inspection, the demand under oath shall be accompanied by a power of attorney or such other writing which authorizes the attorney or other agent to so act on behalf of the stockholder. The demand under oath shall be directed to the corporation at its registered office in the State of Delaware or at its principal place of business.

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Section 9. Section Headings. Section headings in these by-laws are for convenience of reference only and shall not be given any substantive effect in limiting or otherwise construing any provision herein.

Section 10. Inconsistent Provisions. In the event that any provision of these by-laws is or becomes inconsistent with any provision of the certificate of incorporation, the General Corporation Law of the State of Delaware or any other applicable law, the provision of these by-laws shall not be given any effect to the extent of such inconsistency but shall otherwise be given full force and effect.

ARTICLE VIII

AMENDMENTS

These by-laws may be amended, altered, or repealed and new by-laws adopted at any meeting of the board of directors by a majority vote. The fact that the power to adopt, amend, alter, or repeal the by-laws has been conferred upon the board of directors shall not divest the stockholders of the same powers.

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EX-3.7

Exhibit 3.7

CERTIFICATE OF INCORPORATION

OF

LEAGUESTAR LIMITED

THE UNDERSIGNED, being a natural person for the purpose of organizing a corporation under the General Corporation Law of the Sate of Delaware, hereby certifies that:

FIRST:  The name of the Corporation is Leaguestar Limited.

SECOND: The address of the registered office of the Corporation in the State of Delaware is c/o The Corporation Trust Company, 1209 Orange Street, City of Wilmington, Count of New Castle, State of Delaware, 19801.  The name of the registered agent of the Corporation in the State of Delaware at such address is The Corporation Trust Company.

THIRD:  The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware, as from time to time amended.

FOURTH:  The total number of shares of capital stock which the Corporation shall have authority to issue is 10,000,000, all of which shares shall be Common Stock, par value $0.015 (U.K. 1p equivalent) per share.

FIFTH:  The name and mailing address of the incorporator are:  Rebecca Grafstein, c/o Well, Gotsbal & Manges, 767 Fifth Avenue, New York, New York 10153.

SIXTH:  (a) A director of the Corporation shall not be personally liable either to the Corporation or to any stockholder for monetary damages for breach of fiduciary duty as a director, except (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, or (ii) for acts or omissions which are not in good faith or which involve intentional misconduct or knowing violation of the law, or (iii) for any matter in respect of which such director shall be liable under Section 174 of Title 8 of the General Corporation Law of the State of Delaware or any amendment thereto or successor provision thereto, or (iv) for any transaction from which the director shall have derived an improper personal benefit.  Neither amendment nor repeal of the paragraph (a) nor the adoption of any provision of the Certificate of Incorporation inconsistent with this paragraph (a) shall eliminate or reduce the effect of this paragraph (a) in respect of any matter occurring, or any cause of action, suit or claim that, but for this paragraph (a) of this Article, would accrue or arise, prior to such amendment, repeal or adoption of an inconsistent provision.

(b)           The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to, or testifies in, any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative in nature, by reason of the fact that such person is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director or officer of another corporation, partnership, joint venture, employee benefit plan, trust or other enterprise, against expenses (including attorney’s

fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding to the full extent permitted by law, and the Corporation may adopt By-laws or enter into agreements with any such person for the purpose of providing for such indemnification.

IN WITNESS WHEREOF, the undersigned has duly executed this Certificate on the 1st day of February, 1994.

/s/ Rebecca Grafstein

Rebecca Grafstein

Sole Incorporator

CERTIFICATE OF AMENDMENT OF THE
CERTIFICATE OF INCORPORATION OF
LEAGUESTAR LIMITED

LEAGUESTAR LIMITED, a corporation incorporated and domesticated under and by virtue of the General Corporation Law of Delaware (the “Corporation”), does hereby certify:

FIRST:	Pursuant to Section 141(f) of the General Corporation Law of the State of Delaware, the Board of Directors of the Corporation, by unanimous written consent of its members dated March 31, 1998, adopted a resolution proposing and declaring advisable the following amendment to the Certificate of Incorporation of the Corporation:
	RESOLVED that the Certificate of Incorporation of the Corporation shall be amended by changing ARTICLE FIRST to read as follows:
	FIRST:	The name of the Corporation is Interval European Holdings Limited.
SECOND:	In lieu of a meeting and vote of stockholders, the sole stockholder has given written consent dated March 31, 1998 of said amendment in accordance with the provisions of Section 228 of the General Corporation Law of the State of Delaware.
THIRD:	The aforesaid amendment was duly adopted in accordance with the applicable provisions of Section 242 and 228 of the General Corporation Law of the State of Delaware.
FOURTH:	This Certificate of Amendment of the Certificate Incorporation shall be effective when filed.

IN WITNESS WHEREOF, the Corporation has caused this certificate to be signed this 21st day of October, 1999.

LEAGUESTAR LIMITED
By:	/s/ Craig M. Nash
	Craig M. Nash, Director
Attest:	/s/ Jeanette E. Marbert
	Jeanette E. Marbert, Assistant Secretary

EX-3.8

Exhibit 3.8

CERTIFICATE OF DOMESTICATION

OF

LEAGUESTAR LIMITED

THE UNDERSIGNED, being the Vice-President of Leaguestar Limited (the “Corporation”) hereby certifies that:

FIRST: The Corporation was incorporated under the laws of the United Kingdom on November 30, 1987.

SECOND: The name of the Corporation immediately prior to the filing of this Certificate of Domestication was Leaguestar Limited.

THIRD:  The name of the Corporation as set forth in its Certificate of Incorporation is Leaguestar Limited.

FOURTH:  The jurisdiction constituting the central administration of the Corporation immediately prior to the filing of this Certificate of Domestication was the United Kingdom.

IN WITNESS WHEREOF, the undersigned has duly executed this Certificate of Domestication on this 1st day of February, 1994.

		By:	/s/ Abby N. Lipton
			Abby N. Lipton
Attest:	/s/ Alda Braccia
	Alda Braccia
	Assistant Secretary

EX-3.9

Exhibit 3.9

BY-LAWS

OF

LEAGUESTAR LIMITED

(a Delaware corporation)

ARTICLE I

Stockholders

SECTION 1.           Annual Meetings. The annual meeting of stockholders for the election of directors and for the transaction of such other business as may properly come before the meeting shall be held each year at such date and time, within or without the State of Delaware, as the Board of Directors shall determine, provided that not more than fifteen months shall elapse between the date of one annual meeting and that of the next annual meeting.

SECTION 2.           Special Meetings. Special meetings of stockholders for the transaction of such business as may properly come before the meeting may be called by order of the Board of Directors or by stockholders holding together at least a majority of all the shares of the Corporation entitled to vote at the meeting, and shall be held at such date and time, within or without the State of Delaware, as may be specified by such order. Any such special meeting must take place not later than eight weeks after such special meeting is called. Whenever the directors shall fail to fix such place, the meeting shall be held at the principal executive office of the Corporation.

SECTION 3.           Notice of Meetings. Written notice of all meetings of the stockholders, stating the place, date and hour of the meeting and the place within the city or other municipality or community at which the list of stockholders may be examined, shall be mailed or delivered to each stockholder not less than 10 nor more than 60 days prior to the meeting. Notice of any special meeting shall state in general terms the purpose or purposes for which the meeting is to be held.

SECTION 4.           Stockholder Lists. The officer who has charge of the stock ledger of the Corporation shall prepare and make, at least 10 days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

The stock ledger shall be the only evidence as to who are the stockholders entitled to examine the stock ledger, the list required by this section or the books of the Corporation, or to vote in person or by proxy at any meeting of stockholders.

SECTION 5.           Quorum. Except as otherwise provided by law or the Corporation’s Certificate of Incorporation, a quorum for the transaction of business at any meeting of stockholders shall consist of the holders of record of a majority of the issued and outstanding shares of the capital stock of the Corporation entitled to vote at the meeting, present in person or by proxy. At all meetings of the stockholders at which a quorum is present, all matters, except as otherwise provided by law or the Certificate of Incorporation, shall be decided by the vote of the holders of a majority of the shares entitled to vote thereat present in person or by proxy. If there be no such quorum, the holders of a majority of such shares so present or represented may adjourn the meeting from time to time, without further notice, until a quorum shall have been obtained. When a quorum is once present it is not broken by the subsequent withdrawal of any stockholder.

SECTION 6.           Organization. Meetings of stockholders shall be presided over by the Chairman, if any, or if none or in the Chairman’s absence the Vice-Chairman, if any, or if none or in the Vice-Chairman’s absence the President, if any, or if none or in the President’s absence a Vice-President, or, if none of the foregoing is present, by a chairman to be chosen by the stockholders entitled to vote who are present in person or by proxy at the meeting.  The Secretary of the Corporation, or in the Secretary’s absence an Assistant Secretary, shall act as secretary of every meeting, but if neither the Secretary nor an Assistant Secretary is present, the presiding officer of the meeting shall appoint any person present to act as secretary of the meeting.

SECTION 7.           Voting; Proxies; Required Vote.  (a) At each meeting of stockholders, every stockholder shall be entitled to vote in person or by proxy appointed by instrument in writing, subscribed by such stockholder or by such stockholder’s duly authorized attorney-in-fact (but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period), and, unless the Certificate of Incorporation provides otherwise, shall have one vote for each share of stock entitled to vote registered in the name of such stockholder on the books of the Corporation on the applicable record date fixed pursuant to these By-laws. At all elections of directors the voting may but need not be by ballot and a plurality of the votes cast there shall elect. Except as otherwise required by law or the Certificate of Incorporation, any other action shall be authorized by a majority of the votes cast.

(b)           Any action required or permitted to be taken at any meeting of stockholders may, except as otherwise required by law or the Certificate of Incorporation, be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of record of the issued and outstanding capital stock of the Corporation having a majority of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted, and the writing or writings are filed with the permanent records of the Corporation. Prompt notice of the taking of corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

(c)           Where a separate vote by a class or classes, present in person or represented by proxy, shall constitute a quorum entitled to vote on that matter, the affirmative vote of the majority of shares of such class or classes present in person or represented by proxy

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at the meeting shall be the act of such class, unless otherwise provided in the Corporation’s Certificate of Incorporation.

SECTION 8.           Inspectors. The Board of Directors, in advance of any meeting, may, but need not, appoint one or more inspectors of election to act at the meeting or any adjournment thereof. If an inspector or inspectors are not so appointed, the person presiding at the meeting may, but need not, appoint one or more inspectors. In case any person who may be appointed as an inspector fails to appear or act, the vacancy may be filled by appointment made by the directors in advance of the meeting or at the meeting by the person presiding thereat. Each inspector, if any, before entering upon the discharge of his or her duties, shall take and sign an oath faithfully to execute the duties of inspector at such meeting with strict impartiality and according to the best of his ability. The inspectors, if any, shall determine the number of shares of stock outstanding and the voting power of each, the shares of stock represented at the meeting, the existence of a quorum, and the validity and effect of proxies, and shall receive votes, ballots or consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes, ballots or consents, determine the result, and do such acts as are proper to conduct the election or vote with fairness to all stockholders. On request of the person presiding at the meeting, the inspector or inspectors, if any, shall make a report in writing of any challenge, question or matter determined by such inspector or inspectors and execute a certificate of any fact found by such inspector or inspectors.

ARTICLE II

Board of Directors

SECTION 1.           General Powers. The business, property and affairs of the Corporation shall be managed by, or under the direction of, the Board of Directors.

SECTION 2.           Qualification; Number; Term; Remuneration. (a) Each director shall be at least 18 years of age. A director need not be a stockholder, a citizen of the United States, or a resident of the State of Delaware. The number of directors constituting the entire Board shall be at least two, or such larger number as may be fixed from time to time by action of the stockholders or Board of Directors, one of whom may be selected by the Board of Directors to be its Chairman. The use of the phrase “entire Board” herein refers to the total number of directors which the Corporation would have if there were no vacancies.

(b)           Directors who are elected at an annual meeting of stockholders, and directors who are elected in the interim to fill vacancies and newly created directorships, shall hold office until the next annual meeting of stockholders and until their successors are elected and qualified or until their earlier resignation or removal.

(c)           Directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as director. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.

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SECTION 3.           Quorum and Manner of Voting. Except as otherwise provided by law, a majority of the entire Board shall constitute a quorum. A majority of the directors present, whether or not a quorum is present, may adjourn a meeting from time to time to another time and place without notice. The vote of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

SECTION 4.           Places of Meetings. Meetings of the Board of Directors may be held at any place within or without the State of Delaware, as may from time to time be fixed by resolution of the Board of Directors, or as may be specified in the notice of meeting.

SECTION 5.           Annual Meeting. Following the annual meeting of stockholders, the newly elected Board of Directors shall meet for the purpose of the election of officers and the transaction of such other business as may properly come before the meeting. Such meeting may be held without notice immediately after the annual meeting of stockholders at the same place at which such stockholders’ meeting is held.

SECTION 6.           Regular Meetings. Regular meetings of the Board of Directors shall be held at such times and places as the Board of Directors shall from time to time by resolution determine. Notice need not be given of regular meetings of the Board of Directors held at times and places fixed by resolution of the Board of Directors.

SECTION 7.           Special Meetings. Special meetings of the Board of Directors shall be held whenever called by the Chairman of the Board, President, or by a majority of the directors then in office.

SECTION 8.           Notice of Meetings. A notice of the place, date and time and the purpose or purposes of each meeting of the Board of Directors shall be given to each director by mailing the same at least two days before the special meeting, or by telegraphing or telephoning the same or by delivering the same personally not later than the day before the day of the meeting.

SECTION 9.           Organization. At all meetings of the Board of Directors, the Chairman, if any, or if none or in the Chairman’s absence or inability to act the President, or in the President’s absence or inability to act any Vice-President who is a member of the Board of Directors, or in such Vice-President’s absence or inability to act a chairman chosen by the directors, shall preside. The Secretary of the Corporation shall act as secretary at all meetings of the Board of Directors when present, and, in the Secretary’s absence, the presiding officer may appoint any person to act as secretary.

SECTION 10.         Resignation. Any director may resign at any time upon written notice to the Corporation and such resignation shall take effect upon receipt thereof by the President or Secretary, unless otherwise specified in the resignation. Any or all of the directors may be removed, with or without cause, by the holders of a majority of the shares of stock outstanding and entitled to vote for the election of directors.

SECTION 11.         Vacancies. Unless otherwise provided in these By-laws, vacancies on the Board of Directors, whether caused by resignation, death, disqualification, removal, an increase in the authorized number of directors or otherwise, may be filled by the affirmative vote

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of a majority of the remaining directors, although less than a quorum, or by a sole remaining director, or at a special meeting of the stockholders, by the holders of shares entitled to vote for the election of directors.

SECTION 12.         Action by Written Consent. Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting if all the directors consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board of Directors.

ARTICLE III

Committees

SECTION 1.           Appointment. From time to time the Board of Directors by a resolution adopted by a majority of the entire Board may appoint any committee or committees for any purpose or purposes, to the extent lawful, which shall have powers as shall be determined and specified by the Board of Directors in the resolution of appointment.

SECTION 2.           Procedures, Quorum and Manner of Acting. Each committee shall fix its own rules of procedure, and shall meet where and as provided by such rules or by resolution of the Board of Directors. Except as otherwise provided by law, the presence of a majority of the then appointed members of a committee shall constitute a quorum for the transaction of business by that committee, and in every case where a quorum is present the affirmative vote of a majority of the members of the committee present shall be the act of the committee. Each committee shall keep minutes of its proceedings, and actions taken by a committee shall be reported to the Board of Directors.

SECTION 3.           Action by Written Consent. Any action required or permitted to be taken at any meeting of any committee of the Board of Directors may be taken without a meeting if all the members of the committee consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the committee.

SECTION 4.           Term; Termination. In the event any person shall cease to be a director of the Corporation, such person shall simultaneously therewith cease to be a member of any committee appointed by the Board of Directors.

ARTICLE IV

Officers

SECTION 1.           Election and Qualifications. The Board of Directors shall elect the officers of the Corporation, which shall include a President and a Secretary, and may include, by election or appointment, one or more Vice-Presidents (any one or more of whom may be given an additional designation of rank or function), a Treasurer and such assistant secretaries, such Assistant Treasurers and such other officers as the Board may from time to time deem proper. Each officer shall have such powers and duties as may be prescribed by these By-laws and as may be assigned by the Board of Directors or the President. Any two or more offices may be held by the same person except the offices of President and Secretary.

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SECTION 2.           Term of Office and Remuneration. The term of office of all officers shall be one year and until their respective successors have been elected and qualified, but any officer may be removed from office, either with or without cause, at any time by the Board of Directors. Any vacancy in any office arising from any cause may be filled for the unexpired portion of the term by the Board of Directors. The remuneration of all officers of the Corporation may be fixed by the Board of Directors or in such manner as the Board of Directors shall provide.

SECTION 3.           Resignation; Removal. Any officer may resign at any time upon written notice to the Corporation and such resignation shall take effect upon receipt thereof by the President or Secretary, unless otherwise specified in the resignation. Any officer shall be subject to removal, with or without cause, at any time by vote of a majority of the entire Board.

SECTION 4.           Chairman of the Board. The Chairman of the Board of Directors, if there be one, shall preside at all meetings of the Board of Directors and shall have such other powers and duties as may from time to time be assigned by the Board of Directors.

SECTION 5.           President and Chief Executive Officer. The President shall be the chief executive officer of the Corporation, and shall have such duties as customarily pertain to that office. The President shall have general management and supervision of the property, business and affairs of the Corporation and over its other officers; may appoint and remove assistant officers and other agents and employees, other than officers referred to in Section 1 of this Article IV; and may execute and deliver in the name of the Corporation powers of attorney, contracts, bonds and other obligations and instruments.

SECTION 6.           Vice-President. A Vice-President may execute and deliver in the name of the Corporation contracts and other obligations and instruments pertaining to the regular course of the duties of said office, and shall have such other authority as from time to time may be assigned by the Board of Directors or the President.

SECTION 7.           Treasurer. The Treasurer shall in general have all duties incident to the position of Treasurer and such other duties as may be assigned by the Board of Directors or the President.

SECTION 8.           Secretary. The Secretary shall in general have all the duties incident to the office of Secretary and such other duties as may be assigned by the Board of Directors or the President.

SECTION 9.           Assistant Officers. Any assistant officer shall have such powers and duties of the officer such assistant officer assists as such officer or the Board of Directors shall from time to time prescribe.

ARTICLE V

Books and Records

SECTION 1.           Location. The books and records of the Corporation may be kept at such place or places within or outside the State of Delaware as the Board of Directors or the

6

respective officers in charge thereof may from time to time determine. The record books containing the names and addresses of all stockholders, the number and class of shares of stock held by each and the dates when they respectively became the owners of record thereof shall be kept by the Secretary as prescribed in the By-laws and by such officer or agent as shall be designated by the Board of Directors.

SECTION 2.           Addresses of Stockholders. Notices of meetings and all other corporate notices may be delivered personally or mailed to each stockholder at the stockholder’s address as it appears on the records of the Corporation.

SECTION 3.           Fixing Date for Determination of Stockholders of Record. (a) In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors and which record date shall not be more than 60 nor less than 10 days before the date of such meeting. If no record date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting, provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

(b)           In order that the Corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors and which date shall not be more than 10 days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. If no record date has been fixed by the Board of Directors, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is required, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation by delivery to its registered office in this State, its principal place of business, or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the Corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested. If no record date has been fixed by the Board of Directors and prior action by the Board of Directors is required by this chapter, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action.

(c)           In order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is

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adopted and which record date shall be not more than 60 days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

ARTICLE VI

Certificates Representing Stock

SECTION 1.           Certificates; Signatures. The shares of the Corporation shall be represented by certificates, provided that the Board of Directors of the Corporation may provide by resolution or resolutions that some or all of any or all classes or series of its stock shall be uncertificated shares. Any such resolution shall not apply to shares represented by a certificate until such certificate is surrendered to the Corporation. Notwithstanding the adoption of such a resolution by the Board of Directors, every holder of stock represented by certificates and upon request every holder of uncertificated shares shall be entitled to have a certificate, signed by or in the name of the Corporation by the Chairman or Vice-Chairman of the Board of Directors, or the President or Vice-President, and by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary of the Corporation, representing the number of shares registered in certificate form. Any and all signatures on any such certificate may be facsimiles. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue. The name of the holder of record of the shares represented thereby, with the number of such shares and the date of issue, shall be entered on the books of the Corporation.

SECTION 2.           Transfers of Stock. Upon compliance with provisions restricting the transfer or registration of transfer of shares of stock, if any, shares of capital stock shall be transferable on the books of the Corporation only by the holder of record thereof in person, or by duly authorized attorney, upon surrender and cancellation of certificates for a like number of shares, properly endorsed, and the payment of all taxes due thereon.

SECTION 3.           Fractional Shares. The Corporation may, but shall not be required to, issue certificates for fractions of a share where necessary to effect authorized transactions, or the Corporation may pay in cash the fair value of fractions of a share as of the time when those entitled to receive such fractions are determined, or it may issue scrip in registered or bearer form over the manual or facsimile signature of an officer of the Corporation or of its agent, exchangeable as therein provided for full shares, but such scrip shall not entitle the holder to any rights of a stockholder except as therein provided.

The Board of Directors shall have power and authority to make all such rules and regulations as it may deem expedient concerning the issue, transfer and registration of certificates representing shares of the Corporation.

SECTION 4.           Lost, Stolen or Destroyed Certificates. The Corporation may issue a new certificate of stock in place of any certificate, theretofore issued by it, alleged to have been

8

lost, stolen or destroyed, and the Board of Directors may require the owner of any lost, stolen or destroyed certificate, or his legal representative, to give the Corporation a bond sufficient to indemnify the Corporation against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of any such new certificate.

ARTICLE VII

Dividends

Subject always to the provisions of law and the Certificate of Incorporation, the Board of Directors shall have full power to determine whether any, and, if any, what part of any, funds legally available for the payment of dividends shall be declared as dividends and paid to stockholders; the division of the whole or any part of such funds of the Corporation shall rest wholly within the lawful discretion of the Board of Directors, and it shall not be required at any time, against such discretion, to divide or pay any part of such funds among or to the stockholders as dividends or otherwise; and before payment of any dividend, there may be set aside out of any funds of the Corporation available for dividends such sum or sums as the Board of Directors from time to time, in its absolute discretion, thinks proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for such other purpose as the Board of Directors shall think conducive to the interest of the Corporation, and the Board of Directors may modify or abolish any such reserve in the manner in which it was created.

ARTICLE VIII

Ratification

Any transaction, questioned in any law suit on the ground of lack of authority, defective or irregular execution, adverse interest of director, officer or stockholder, non-disclosure, miscomputation, or the application of improper principles or practices of accounting, may be ratified before or after judgment, by the Board of Directors or by the stockholders, and if so ratified shall have the same force and effect as if the questioned transaction had been originally duly authorized. Such ratification shall be binding upon the Corporation and its stockholders and shall constitute a bar to any claim or execution of any judgment in respect of such questioned transaction.

ARTICLE IX

Corporate Seal

The corporate seal shall have inscribed thereon the name of the Corporation and the year of its incorporation, and shall be in such form and contain such other words and/or figures as the Board of Directors shall determine. The corporate seal may be used by printing, engraving, lithographing, stamping or otherwise making, placing or affixing, or causing to be printed, engraved, lithographed, stamped or otherwise made, placed or affixed, upon any paper or document, by any process whatsoever, an impression, facsimile or other reproduction of said corporate seal.

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ARTICLE X

Fiscal Year

The fiscal year of the Corporation shall be fixed, and shall be subject to change, by the Board of Directors. Unless otherwise fixed by the Board of Directors, the fiscal year of the Corporation shall begin on February 1 and end on January 31.

ARTICLE XI

Waiver of Notice

Whenever notice is required to be given by these By-laws or by the Certificate of Incorporation or by law, a written waiver thereof, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent to notice.

ARTICLE XII

Bank Accounts, Drafts, Contracts, Etc.

SECTION 1.           Bank Accounts and Drafts. In addition to such bank accounts as may be authorized by the Board of Directors, the primary financial officer or any person designated by said primary financial officer, whether or not an employee of the Corporation, may authorize such bank accounts to be opened or maintained in the name and on behalf of the Corporation as he may deem necessary or appropriate, payments from such bank accounts to be made upon and according to the check of the Corporation in accordance with the written instructions of said primary financial officer, or other person so designated by the Treasurer.

SECTION 2.           Contracts. The Board of Directors may authorize any person or persons, in the name and on behalf of the Corporation, to enter into or execute and deliver any and all deeds, bonds, mortgages, contracts and other obligations or instruments, and such authority may be general or confined to specific instances.

SECTION 3.           Proxies; Powers of Attorney; Other Instruments. The Chairman, the President or any other person designated by either of them shall have the power and authority to execute and deliver proxies, powers of attorney and other instruments on behalf of the Corporation in connection with the rights and powers incident to the ownership of stock by the Corporation. The Chairman, the President or any other person authorized by proxy or power of attorney executed and delivered by either of them on behalf of the Corporation may attend and vote at any meeting of stockholders of any company in which the Corporation may hold stock, and may exercise on behalf of the Corporation any and all of the rights and powers incident to the ownership of such stock at any such meeting, or otherwise as specified in the proxy or power of attorney so authorizing any such person. The Board of Directors, from time to time, may confer like powers upon any other person.

SECTION 4.           Financial Reports. The Board of Directors may appoint the primary financial officer or other fiscal officer and/or the Secretary or any other officer to cause to be

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prepared and furnished to stockholders entitled thereto any special financial notice and/or financial statement, as the case may be, which may be required by any provision of law.

ARTICLE XIII

Amendments

The Board of Directors shall have power to adopt, amend or repeal By-laws.  By-laws adopted by the Board of Directors may be repealed or changed, and new By-laws made, by the stockholders, and the stockholders may prescribe that any By-law made by them shall not be altered, amended or repealed by the Board of Directors.

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EX-3.10

Exhibit 3.10

THE COMPANIES ACT 1985

MEMORANDUM AND ARTICLES OF ASSOCIATION

OF

CUC LTD

REGISTERED NUMBER: 2200237

Incorporated on 30 November 1987

Re-printed as in force on 1 December 1993

THE COMPANIES ACT 1985

PRIVATE COMPANY LIMITED BY SHARES

MEMORANDUM OF ASSOCIATION

OF

LEAGUESTAR LIMITED**

1.The Company’s name is LEAGUESTAR LIMITED.*

2.The Company is a private company within the meaning of the Companies Act 1985.

3.The registered office of the Company will be situate in England.

4.The objects for which the Company is established are:

(a)(1)To carry on the business of a holding company in all its branches and to acquire by purchase, lease, concession, grant, license or otherwise such businesses, options, rights, privileges, lands, buildings, leases, underleases, stocks, shares, debentures, debenture stocks, bonds, obligations, securities, reversionary interests, annuities, policies of assurance and other property as the Company shall deem fit and generally to hold, manage, develop, lease, sell or dispose of the same; and to vary any of the investments of the Company, to act as trustees of the deeds constituting or securing any debentures, debenture stock or other securities or obligations; to enter into, assist or participate in financial, commercial, mercantile, industrial and other transactions, undertakings and businesses of every description, and to establish, carry on, develop and extend the same or sell, dispose of or otherwise turn the sane to account.

(2)To co-ordinate the policy and administration of any companies of which this Company is a member or which are in any manner controlled by, or connected with the Company and to carry on all or any of the businesses of capitalists, trustees, financiers, financial agents, company promoters, bill discounters, insurance brokers and

** The name of the company was changed from LEAGUESTAR LTD to CUC LTD on 15 April 1997.

* A special resolution was passed on 26 May 1988 for the registration of the Company as a public company and re-registration as a limited company by a special resolution passed on 8 November 1993.

agents, mortgage brokers, rent and debt collectors, stock and share brokers and dealers and commission and general agents, merchants and traders.

(b)To carry on any other trade or business whatever which can in the opinion of the Board of Directors be advantageously carried on in connection with or ancillary to any of the businesses of the Company.

(c)To purchase or by any other means acquire and take options over any property whatever, and any rights or privileges of any kind over or in respect of any property.

(d)To apply for, register, purchase, or by other means acquire and protect, prolong and renew, whether in the United Kingdom or elsewhere any patents, patent rights, brevets d’invention, licences, secret processes, trade marks, designs, protections and concessions and to disclaim, alter, modify, use and turn to account and to manufacture under or grant licences or privileges in respect of the same, and to expend money in experimenting upon, testing and improving any patents, inventions or rights which the Company may acquire or propose to acquire.

(e)To acquire or undertake the whole or any part of the business, goodwill, and assets of any person, firm, or company carrying on or proposing to carry on any of the businesses which the Company is authorized to carry on and as part of the consideration for such acquisition to undertake all or any of the liabilities of such person, firm or company, or to acquire an interest in, amalgamate with, or enter into partnership or into any arrangement for sharing profits, or for cooperation, or for mutual assistance with any such person, firm or company, or for subsidizing or otherwise assisting any such person, first or company, and to give or accept, by way of consideration for any of the acts or things aforesaid or property acquired, any shares, debentures, debenture stock or securities that may be agreed upon, and to hold and retain, or sell, mortgage and deal with any shares, debentures, debenture stock or securities so received.

(f)To improve, manage, construct, repair, develop, exchange, let on lease or otherwise, mortgage, charge, sell, dispose of, turn to account, grant licences, options, rights and privileges in respect of, or otherwise deal with all or any part of the property and rights of the Company.

(g)To invest and deal with the moneys of the Company not immediately required in such manner as may from time to time be determined and to hold or otherwise deal with any investments made.

(h)To lend and advance money or give credit on any terms and with or without security to any person, firm or company (including without prejudice to the generality of the foregoing any holding company,

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subsidiary or fellow subsidiary of, or any other company associated in any way with, the Company), to enter into guarantees, contracts of indemnity and suretyships of all kinds, to receive money on deposit or loan upon any terms, and to secure, or guarantee in any manner and upon any terms the payment of any sum of money or the performance of any obligation by any person, firm or company (including without prejudice to the generality of the foregoing any such holding company, subsidiary, fellow subsidiary or associated company as aforesaid.

(i)To borrow and raise money in any manner and to secure the repayment of any money borrowed, raised or owing by mortgage, charge, standard security, lien or other security, upon the whole or any part of the Company’s property or assets (whether present or future), including its uncalled capital, and also by a similar mortgage, charge, standard security, lien or security to secure and guarantee the performance by the Company of any obligation or liability it may undertake or which may become binding on it.

(j)To draw, make, accept, endorse, discount, negotiate, execute and issue checks, bills of exchange, promissory notes, bills of lading, warrants, debentures, and other negotiable or transferable instruments.

(k)To apply for, promote, and obtain any Act of Parliament, order, or license of the Department of Trade or other authority for enabling the Company to carry any of its objects into effect, or for effecting any modification of the Company’s constitution, or for any other purpose which may seem calculated directly or indirectly to promote the Company’s interests, and to oppose any proceedings or applications which may seem calculated directly or indirectly to prejudice the Company’s interests.

(l)To enter into any arrangements with any government or authority (supreme, municipal, local, or otherwise) that may seem conducive to the attainment of the Company’s objects or any of them, and to obtain from any such government or authority any charters, decrees, rights, privileges or concessions which the Company may think desirable and to carry out, exercise, and comply with any such charters, decrees, rights, privileges, and concessions.

(m)To subscribe for, take, purchase; or otherwise acquire, hold, sell, deal with and dispose of, place and underwrite share, stocks, debentures, debenture stocks, bonds, obligations or securities issued or guaranteed by any other company constituted or carrying on business in any part of the world, and debentures, debenture stocks, bonds, obligations or securities issued or guaranteed by any government or authority, municipal, local or otherwise, in any part of the world.

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(n)To control, manage, finance, subsidize, co-ordinate or otherwise assist any company or companies in which the Company has a direct or indirect financial interest, to provide secretarial, administrative, technical, commercial and other services and facilities of all kinds for any such company or companies and to make payments by way of subvention or otherwise and any other arrangements which may seem desirable with respect to any business or operations of or generally with respect to any such company or companies.

(o)To promote any other company for the purpose of acquiring the whole or any part of the business or property or undertaking or any of the liabilities of the Company, or of undertaking any business or operations which may appear likely to assist or benefit the Company or to enhance the value of any property or business of the Company, and to place or guarantee the placing of, underwrite, subscribe for, or otherwise acquire all or any part of the shares or securities of any such company as aforesaid.

(p)To sell or otherwise dispose of the whole or any part of the business or property of the Company, either together or in portions, for such consideration as the Company may think fit, and in particular for shares, debentures, or securities of any company purchasing the same.

(q)To act as agents or brokers and as trustees for any person, firm or company, and to undertake and perform sub-contracts.

(r)To remunerate any person, firm or company rendering services to the Company either by cash payment or by the allotment to him or them of shares or other securities of the Company credited as paid up in full or in part or otherwise as may be thought expedient.

(s)To pay all or any expenses incurred in connection with the promotion, formation and incorporation of the Company or to contract with any person, firm or company to pay the same, and to pay commissions to brokers and others for underwriting, placing, selling, or guaranteeing the subscription of any shares or other securities of the Company.

(t)To support and subscribe to any charitable or public object and to support and subscribe to any institution, society, or club which may be for the benefit of the Company or its Directors or employees, or may be connected with any town or place where the Company carries on business; to give or award pensions, annuities, gratuities, and superannuation or other allowances or benefits or charitable aid and generally to provide advantages, facilities and services for any persons who are or have been Directors of, or who are or have been employed by, or who are serving or have served the Company, or any company which is a subsidiary of the Company or the holding company of the Company or a fellow subsidiary of the Company or the predecessors in business of the Company or of any

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such subsidiary, holding or fellow subsidiary company and to the wives, widows, children and other relatives and dependants of such persons; to make payments towards insurance; and to set up, establish, support and maintain superannuation and other funds or schemes (whether contributory or non-contributory) for the benefit of any of such persons and of their wives, widows, children and other relatives and dependants; and to set up, establish, support and maintain profit sharing or share purchase schemes for the benefit of any of the employees of the Company or of any such subsidiary, holding or fellow subsidiary company and to lend money to any such employees or to trustees on their behalf to enable any such purchase schemes to be established or maintained.

(u)If and only to the extent permitted by the Act, to give, whether directly or indirectly, any kind of financial assistance (as defined in Section 152(1)(a) of the Act) for any such purpose as is specified in Section 151(1) and/or Section 151(2) of the Act.

(v)To distribute among the Members of the Company in kind any property of the Company of whatever nature.

(w)To procure the Company to be registered or recognized in any part of the world.

(x)To do all or any of the things or matters aforesaid in any part of the world and either as principals, agents, contractors or otherwise, and by or through agents, brokers, sub-contractors or otherwise and either alone or in conjunction with others.

(y)To do all such other things as may be deemed incidental or conducive to the attainment of the Company’s objects or any of them.

AND so that:

(1)None of the objects set forth in any sub-clause of this Clause shall be restrictively construed but the widest interpretation shall be given to each such object, and none of such objects shall, except where the context expressly so requires, be in any way limited or restricted by reference to or inference from any other object or objects set forth in such sub-clause, or by reference to or inference from the terns of any other sub-clause of this Clause, or by reference to or inference from the name of the Company.

(2)None of the sub-clauses of this Clause and none of the objects therein specified shall be deemed subsidiary or ancillary to any of the objects specified in any other such sub-clause, and the Company shall have as, full a power to exercise each and every one of the objects specified in each sub-clause of this Clause as

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though each sub-clause contained the objects of a separate Company.

(3)The word “Company” in this Clause, except where used in reference to the Company, shall be deemed to include any partnership or other body of persons, whether incorporated or unincorporated and whether domiciled in the United Kingdom or elsewhere.

(4)In this Clause the expression “the Act” means the Companies Act 1985, but so that any reference in this Clause to any provision of the Act shall be deemed to include a reference to any statutory modification or re-enactment of that provision for the time being in force.

5.The liability of the Members is limited.

6.The Company’s share capital is £50,000 divided into 50,000 shares of £1 each. **

** Following a special resolution passed on 26th May 1988, the share capital of the Company is £100,000 divided into 8,202,082 Ordinary Shares of 1p each and 1,797,918 Preferred Ordinary Shares of 1p each. Following a special resolution passed 8 November 1993, the share capital of the Company is £100,000 divided into 10,000,000 Ordinary Shares of 1p each.

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WE, the subscribers to this Memorandum of Association, wish to be formed into a Company pursuant to this Memorandum, and we agree to take the number of shares shown opposite our respective names.

Names and Address of Subscribers	Number of Shares taken by each Subscriber
SUNDER MANSUKHANI 183-185 Bermondsey Street, London SE1 3UW	ONE
JOHN P DENCH 183-185 Bermondsey Street, London SE1 3UW	ONE
DATED 21st October 1987
WITNESS to the above signatures:
MANZOOR M SHAIKH 183-185 Bermondsey Street, London SE1 3UW

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No 2200237 THE COMPANIES ACT 1985

PRIVATE COMPANY LIMITED BY SHARES

ARTICLES OF ASSOCIATION

OF

LEAGUES TAR LIMITED*  **

Incorporated on 30 November 1987

(adopted by a special resolution passed on 8 November 1993*

PRELIMINARY

1.These Articles constitute the Articles of the Company. Table A in the Companies (Table A to F) Regulations 1985 (as amended) is excluded for the purposes of Section 8(2) Companies Act 1985.

2.In these regulations:

“Act” means the Companies Act 1985 including any statutory modification or re-enactment thereof for the time being in force;

“Articles” means the Articles of Association of the Company from time to time;

“Clear Days” in relation to the period of a notice means that period excluding the day when the notice is given and the day for which it is given or on which it is to take effect;

“Office” means the registered office of the Company;

“Holder” in relation to shares means the member whose name is entered in the register of members as the holder of the shares;

“Memorandum” means the Memorandum of Association of the Company from time to time;

“Seal” means the common seal of the Company;

* A special resolution was passed on 8^th November 1993 for the registration of the Company as a private company.

** The name of the company was changed from LEAGUESTAR LTD to CUC LTD on 15 April 1997

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“Secretary” means the secretary of the Company or any other person appointed to perform the duties of the secretary of the Company, including a joint, assistant or deputy secretary;

“United Kingdom” means Great Britain and Northern Ireland.

Unless the context otherwise requires, words or expressions contained in these Articles bear the same meaning as in the Act but excluding any statutory modification thereof not in force when these regulations become binding on the Company.

PRIVATE COMPANY

3.The Company is a private company within the meaning of the Act.

SHARE CAPITAL AND VARIATION OF RIGHTS

4.The authorized share capital of the Company is £100,000 divided into 10,000,000 ordinary shares of 1 penny each.

5.A.The directors shall have unconditional authority to allot, grant options over or otherwise dispose of any relevant securities (within the meaning of Section 80(2) of the Act) to such persons at such times and on such conditions as they think proper. The authority hereby conferred shall, subject to Section 80(7) of the Act, be for a period of five years [after the date of adoption of these Articles] [after the date of the incorporation of the Company] unless renewed varied or revoked by the Company in general meeting and the maximum amount of relevant securities which may be allotted pursuant to such authority shall be the authorized but as yet unissued share capital of the Company at the date of adoption of these Articles, or where the authority is renewed, at the date of the renewal.

B.The directors shall be entitled under the authority contained in sub-paragraph A or any renewal thereof to make at any time prior to the expiry of such authority any offer or agreement which would or might require relevant securities of the Company to be allotted after the expiry of such authority.

6.The provisions of Sections 89(1) and 90 of the Act shall not apply to the Company.

7.Subject to the provisions of the Act and without prejudice to any rights attached to any existing shares, any share may be issued with such rights or restrictions as the Company may by ordinary resolution determine.

8.Subject to the provisions of the Act, shares may be issued which are to be redeemed or are liable to be redeemed at the option of the Company or the Holder on such terms and in such manner as may be provided by these Articles.

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9.The Company may exercise the powers of paying commissions conferred by the Act. Subject to the provisions of the Act, any such commission may be satisfied by the payment of cash or by the allotment of fully or partly paid shares or partly in one way and partly in the other.

10.Except as required by law, no person shall be recognized by the Company as holding any share upon any trust and (except as otherwise provided by law or these Articles) the Company shall not be bound by or recognize any interest in any share except an absolute right to the entirety thereof in the Holder.

SHARE CERTIFICATES

11.Every member, upon becoming the Holder of any shares, shall be entitled to receive within two months of allotment or lodgment of transfer (or within such other period as the conditions of issue shall provide) without payment one certificate for all the shares of each class held by him (and, upon transferring a part of his holding of shares of any class, to a certificate for the balance of such holding) or several certificates each for one or more of his shares upon payment for every certificate after the first of such reasonable sum as the directors may determine. Every certificate shall be under Seal and shall specify the number, class and distinguishing numbers (if any) of the shares to which it relates and the amount or respective amounts paid up thereon. The Company shall not be bound to issue more than one certificate for shares held jointly by several persons and delivery of a certificate to one joint holder shall be a sufficient delivery to all of them.

12.If a share certificate is defaced, worn-out, lost or destroyed, it may be renewed on such terms (if any) as to evidence and indemnity and payment of the expenses reasonably incurred by the Company in investigating evidence as the directors may determine but otherwise free of charge, and (in the case of defacement or wearing-out) on delivery up of the old certificate.

LIEN

13.The Company shall have a first and paramount lien on every share (not being a fully paid share) for all monies (whether presently payable or not) payable at a fixed time or called in respect of that share. The directors may at any time declare any share to be wholly or in part exempt from the provisions of this Article. The Company’s lien on a share shall extend to any amount payable in respect of it.

14.The Company may, in such manner as the directors think fit, sell any shares on which the Company has a lien if a sum in respect of which the lien exists is presently payable and is not paid within fourteen Clear Days after notice has been given to the Holder of the share or to the person entitled to it in consequence of the death or bankruptcy of the Holder. The notice must demand payment and state that if the notice is not complied with the shares may be sold.

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15.To give effect to such a sale the directors may authorize some person to execute an instrument of transfer of the shares sold to, or in accordance with the directions of, the purchaser. The transferee shall not be bound to see to the application of the purchase money nor shall his title to the shares be affected by any irregularity in or invalidity of the proceedings in reference to the sale.

16.The proceeds of the sale, after payment of the costs, shall be applied in payment of so much of the sum for which the lien exists as is presently payable; and any residue shall (upon surrender to the Company for cancellation of the certificate for the shares sold and subject to a like lien for any monies not presently payable as existed upon the shares before the sale) be paid to the person entitled to the shares at the date of the sale.

CALLS ON SHARES AND FORFEITURE

17.Subject to the terms of allotment, the directors may make calls upon the members in respect of any monies unpaid on their shares (whether in respect of nominal value or premium) and each member shall (subject to receiving at least fourteen Clear Days’ notice specifying when and where payment is to be made) pay to the Company as required by the notice the amount called on his shares. A call may be required to be paid by installments. A call may, before receipt by the Company of any sum due thereunder, be revoked in whole or part and payment of a call may be postponed in whole or part. A person upon whom a call is made shall remain liable for calls made upon him notwithstanding the subsequent transfer of the shares in respect whereof the call was made.

18.A call shall be deemed to have been made at the time when the resolution of the directors authorizing the call was passed.

19.The joint holders of a share shall be jointly and severally liable to pay all calls in respect thereof.

20.If a call remains unpaid after it has become due, the person from whom it is due shall pay interest on the amount unpaid from the date it became due until the day it is paid and shall also pay all costs and expenses incurred by the Company as determined by the directors in order to procure payment of the sums due or in consequence of the non-payment of such sums. The rate of interest shall be that fixed by the terms of allotment of the share or in the notice of the call or, if no rate is fixed, at the appropriate rate (as defined by Section 107 of the Act) subject to the right of the directors to waive payment of the interest costs and expenses wholly or in part.

21.An amount payable in respect of a share on allotment or at any fixed date, whether in respect of nominal value or premium or as an installment of a call, shall be deemed to be a call and if it is not paid the relevant provisions of the Articles shall apply as if the amount had become due by virtue of a call.

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22.Subject to the terms of allotment, the directors may make arrangements on the issue of shares for a difference between the Holders in the amount and times of payment of calls on their shares.

23.The directors may, if they think fit, receive from any member willing to advance the same, all or any part of the monies uncalled and unpaid upon any shares held by him, and upon all or any of the monies so advanced may (until the same would, but for such advance, become payable) pay interest at such rate as may be agreed upon between the directors and the member paying such sum in advance.

24.If a call remains unpaid after it has become due, the directors may give to the person from whom it is due not less than fourteen Clear Days’ notice requiring payment of the amount unpaid together with any interest which may have accrued plus expenses or costs determined in accordance with article 20. The notice shall name the place where payment is to be made and shall state that if the notice is not complied with the shares in respect of which the call was made will be liable to be forfeited.

25.If the notice is not complied with any share in respect of which it was given may, before the payment required by the notice has been made, be forfeited by a resolution of the directors and the forfeiture shall include all dividends or other monies payable in respect of the forfeited shares and not paid before the forfeiture.

26.No member shall be entitled to receive any dividend or (save as proxy for another member) be present or vote at any general meeting, either personally or by proxy, or exercise any privilege as a member, or be reckoned in a quorum in respect of any share held by him (whether alone or jointly with any other person) if and for so long as he shall have defaulted in payment of any call or other sum for the time being due on such share or any interest or expenses payable in connection therewith.

27.Subject to the provisions of the Act, a forfeited share may be sold, re-allotted or otherwise disposed of on such terms and in such manner as the directors think fit either to the person who was before the forfeiture the Holder or to any other person. At any time before sale, re-allotment or other disposition, the forfeiture may be cancelled on such terms as the directors think fit. Where for the purposes of its disposal a forfeited share is to be transferred to any person the directors may authorize some person to execute an instrument of transfer of the share to that person.

28.A person any of whose shares have been forfeited shall cease to be a member in respect of them and shall surrender to the Company for cancellation the certificate for the shares forfeited but shall remain liable to the Company for all monies which at the date of forfeiture were presently payable by him to the Company in respect of those shares with interest at the rate at which interest was payable on those monies before the forfeiture or, if no interest was so payable, at the

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appropriate rate (as defined in Section 107 of the Act) plus costs and expenses from the date of forfeiture until payment. The directors may waive payment wholly or in part or enforce payment without any allowance for the value of the shares at the time of forfeiture or for any consideration received on their disposal.

29.A statutory declaration by a director or the Secretary that a share has been forfeited on a specified date shall be conclusive evidence of the facts stated therein as against all persons claiming to be entitled to the share and the declaration shall (subject to the execution of an instrument of transfer if necessary) constitute a good title to the share and the person to whom the share is disposed of shall not be bound to see to the application of the consideration, if any, nor shall his title to the share be affected by any irregularity in or invalidity of the proceedings in reference to the forfeiture or disposal of the share.

TRANSFER OF SHARES

30.The instrument of transfer of a share may be in any usual form or in any other form which the directors may approve and shall be executed by or on behalf of the transferor and, unless the share is fully paid, by or on behalf of the transferee.

31.The transferor shall be deemed to remain the Holder of the share until the name of the transferee is entered in the register of members in respect thereof.

32.The directors may refuse to register the transfer of a share which is not fully paid or on which the Company has a lien. They may also refuse to register a transfer unless:

(i)the instrument of transfer is accompanied by the certificate of the shares to which it relates and such other evidence as the directors may reasonably require to show the right of the transferor to make the transfer;

(ii)the instrument of transfer is in respect of only one class of share; and

(iii)the instrument of transfer is in favor of not more than four transferees.

33.If the directors refuse to register a transfer they shall within two months after the date on which the transfer was lodged with the Company send to the transferee notice of the refusal.

34.The registration of transfers of shares or any class of shares may be suspended at such times and for such periods (not exceeding thirty days in any year) as the directors may determine.

35.No fee shall be charged for the registration of any instrument of transfer or other document relating to or affecting the title to any share.

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36.The Company shall be entitled to retain any instrument of transfer which is registered, but any instrument of transfer which the directors refuse to register shall be returned to the person lodging it when notice of the refusal is given.

TRANSMISSION OF SHARES

37.If a member dies the survivor or survivors where he was a joint holder, and his personal representatives where he was a sole holder or the only survivor of joint holders, shall be the only person recognised by the Company as having any title to his interest; but nothing herein contained shall release the estate of a deceased member from any liability in respect of any share which had been jointly held by him.

38.A person becoming entitled to a share in consequence of the death or bankruptcy of a member may, upon such evidence being produced as the directors may properly require, elect either to become the Holder of the share or to have some person nominated by him registered as the transferee. If the person so becoming entitled shall elect to become registered as the Holder he shall give notice to the Company to that effect. If he elects to have another person registered he shall execute an instrument of transfer of the share to that person. All the Articles relating to the transfer of shares shall apply to the notice or instrument of transfer as if it were an instrument of transfer executed by the member and the death or bankruptcy of the member had not occurred. The provisions of this Article shall apply to any person becoming entitled to a share in consequence of the merger or consolidation of any member being a corporation as they apply to any person becoming entitled to a share in consequence of the death or bankruptcy of a member.

39.A person becoming entitled to a share in consequence of the death or bankruptcy of a member shall have the rights to which he would be entitled if he were the Holder of the share, except that he shall not, before being registered as the Holder of the share, be entitled in respect of it to attend or vote at any meeting of the Company or at any separate meeting of the Holders of any class of shares in the Company. The directors may at any time give notice requiring any such person to elect either to be registered himself or to transfer the share, and if the notice is not complied with within ninety days the directors may thereafter withhold payment of all dividends, bonuses or other monies payable in respect of the share until the requirements of the notice have been complied with.

ALTERATION OF SHARE CAPITAL

40.The Company may by ordinary resolution:

(i)increase its share capital by such sum to be divided into shares of such amount as the resolution prescribes;

(ii)consolidate and divide all or any of its share capital into shares of larger amount than its existing shares;

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(iii)subject to the provisions of the Act, sub-divide its shares, or any of them, into shares of smaller amount and the resolution may determine that, as between the shares resulting from the sub-division, any of them may have any preference or advantage as compared with the others; and

(iv)cancel shares which, at the date of the passing of the resolution, have not been taken or agreed to be taken by any person and diminish the amount of its share capital by the amount of the shares so cancelled.

41.Whenever as a result of a consolidation of shares any members would become entitled to fractions of a share, the directors may, on behalf of those members, sell the shares representing the fractions for the best price reasonably obtainable to any person (including, subject to the provisions of the Act, the Company) and distribute the net proceeds of sale in due proportion among those members, and the directors may authorize some person to execute an instrument of transfer of the shares to, or in accordance with the directions of, the purchaser. The transferee shall not be bound to see to the application of the purchase money nor shall his title to the shares be affected by any irregularity in or invalidity of the proceedings in reference to the sale.

42.Subject to the provisions of the Act, the Company may be special resolution reduce its share capital, any capital redemption reserve and any share premium account in any way.

PURCHASE OF OWN SHARES

43.Subject to the provisions of the Act, the Company may purchase its own shares (including any redeemable shares) and make a payment in respect of the redemption or purchase of its own shares otherwise than out of distributable profits of the Company or the proceeds of a fresh issue of shares.

GENERAL MEETINGS

44.The Company shall in each year hold a general meeting as its annual general meeting in addition to any other meetings in that year, and shall specify the meeting as such in the notice calling it. Not more than fifteen months shall elapse between the date of one annual general meeting of the Company and that of the next, provided that so long as the Company holds its first annual general meeting within eighteen months of its incorporation it need not hold it in the year of its incorporation or in the following year.

45.All general meetings other than annual general meetings shall be called extraordinary general meetings.

46.The directors may call general meetings and, on the requisition of members pursuant to the Act shall forthwith proceed to convene an extraordinary general meeting for a date not later than eight weeks after the requisition. If there are not within the United Kingdom sufficient directors capable of acting to form a

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quorum, any director or any member of the Company may call an extraordinary general meeting in the same manner as nearly as possible as that in which meetings may be convened by the directors.

NOTICE OF GENERAL MEETINGS

47.An annual general meeting and an extraordinary general meeting called for the passing of a special or elective resolution or a resolution appointing a person as a director shall be called by at least twenty-one Clear Days’ notice. All other extraordinary general meetings shall be called by at least fourteen Clear Days’ notice but a general meeting may be called by shorter notice if it is so agreed:

(i)in the case of an annual general meeting or a meeting called for the passing of an elective resolution, by all the members entitled to attend and vote thereat; and

(ii)in the case of any other meeting, by a majority in number of the members having a right to attend and vote being a majority together holding not less than ninety-five per cent in nominal value of the shares giving that right.

The notice shall specify the time and place of the meeting and the general nature of the business to be transacted.

Subject to the provisions of these Articles and to any restrictions imposed on any shares, the notice shall be given to all members, to all persons entitled to a share in consequence of the death or bankruptcy of a member and to the directors and auditors.

48.The accidental omission to give notice of a meeting to, or the non-receipt of notice of a meeting by, any person entitled to receive notice shall not invalidate the proceedings at that meeting.

PROCEEDINGS AT GENERAL MEETINGS

49.No business shall be transacted at any meeting unless a quorum is present. Two persons entitled to vote upon the business to be transacted each being a member or a proxy for a member or a duly authorized representative of a corporation shall be a quorum.

50.If such a quorum is not present within half an hour from the time appointed for the meeting, or if during a meeting such a quorum ceases to be present, the meeting shall stand adjourned to the same day in the next week at the same time and place or to such time and place as the directors may determine. If at the adjourned meeting a quorum is not present within fifteen minutes from the time appointed for the meeting, the meeting shall be dissolved.

51.The chairman, if any, of the board of directors or in his absence some other director nominated by the directors shall preside as chairman of the meeting, but

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if neither the chairman nor such other director (if any) be present within fifteen minutes after the time appointed for holding the meeting and willing to act, the directors present shall elect one of their number to be chairman and, if there is only one director present and willing to act, he shall be chairman.

52.If no director is willing to act as chairman, or if no director is present within fifteen minutes after the time appointed for holding the meeting, the members present and entitled to vote shall choose one of their numbers to be chairman.

53.A director shall, notwithstanding that he is not a member, be entitled to attend and speak at any general meeting and at any separate meeting of the Holders of any class of shares in the Company.

54.The chairman may, with the consent of a meeting at which a quorum is present (and shall if so directed by the meeting), adjourn the meeting from time to time and from place to place, but no business shall be transacted at an adjourned meeting other than business which might properly have been transacted at the meeting had the adjournment not taken place. It shall not be necessary to give any notice of any adjourned meeting.

55.At any general meeting a resolution put to the vote of the meeting shall be decided on a show of hands unless before or immediately following the declaration of the result of the show of hands a poll is demanded by the chairman or any member present in person or by proxy or duly authorized representative and entitled to vote.

56.Unless a poll is duly demanded a declaration by the chairman that a resolution has been carried (whether unanimously or by a particular majority) or lost and an entry to that effect in the minutes of the meeting shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favor of or against the resolution.

57.The demand for a poll may, before the poll is taken, be withdrawn but only with the consent of the chairman and a demand so withdrawn shall not be taken to have invalidated the result of a show of hands declared before the demand was made.

58.A poll shall be taken as the chairman directs and he may appoint scrutinizers (who need not be members) and fix a time and place for declaring the result of the poll. The result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded.

59.In the case of an equality of votes, whether on a show of hands or on a poll, the chairman shall not be entitled to a casting vote in addition to any other vote he may have.

60.A poll demanded on the election of a chairman or on a question of adjournment shall be taken forthwith. A poll demanded on any other question shall be taken either forthwith or at such time and place as the chairman directs not being more

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than thirty days after the poll is demanded. The demand for a poll shall not prevent the continuance of a meeting for the transaction of any business other than the question on which the poll was demanded. If a poll is demanded before the declaration of the result of a show of hands and the demand is duly withdrawn, the meeting shall continue as if the demand had not been made.

61.No notice need be given of a poll not taken forthwith if the time and place at which it is to be taken are announced at the meeting at which it is demanded. In any other case at least seven Clear Days’ notice shall be given specifying the time and place at which the poll is to be taken.

62.A resolution in writing executed by or on behalf of each member who would have been entitled to vote upon it had it been proposed at a general meeting at which he was present shall be as effectual as if the same had been passed at a general meeting of the Company duly convened and held and may consist of several documents in like form each executed by or on behalf of one or more members. If such resolution is described as a Special Resolution, an Extraordinary Resolution or an elective resolution, it shall have effect accordingly.

CORPORATIONS ACTING BY REPRESENTATIVES AT MEETINGS

63.Any corporation which is a member of the Company may by resolution of its directors or other governing body authorize such person as it thinks fit to act as its representative at any meeting of the Company or of any class of members of the Company and the person so authorized shall be entitled to exercise the same powers on behalf of the corporation which he represents as that corporation could exercise if it were an individual member of the Company.

VOTES OF MEMBERS

64.Subject to any right or restriction attached to any shares, on a show of hands every member who (being an individual) is present in person or by proxy or (being a corporation) is present by proxy or by a duly authorized representative, not being himself a member entitled to vote, shall have one vote and on a poll every member shall have one vote for every share of which he is the Holder.

65.In the case of joint holders the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders. Seniority shall be determined by the order in which the names of the holders stand in the register of members.

66.A member in respect of whom an order has been made by any court having jurisdiction (whether in the United Kingdom or elsewhere) in matters concerning mental disorder may vote, whether on a show of hands or on a poll, by his receiver, curator bonus or other person authorized in that behalf appointed by that court, and any such receiver, curator bonus or other person may, on a poll, vote by proxy. Evidence to the satisfaction of the directors of the authority of the person claiming to exercise the right to vote shall be deposited at the Office not less than

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48 hours before the time appointed for holding the meeting or adjourned meeting at which the right to vote is to be exercised and in default the right to vote shall not be exercisable.

67.No member shall vote at any general meeting or at any separate meeting of the Holders of any class of share in the Company, either in person or by proxy, in respect of any share held by him unless all monies presently payable by him in respect of that share have been paid.

68.No objection shall be raised to the qualification of any voter except at the meeting or adjourned meeting at which the vote objected to be tendered, and every vote not disallowed at the meeting shall be valid. Any objection made in due time shall be referred to the chairman whose decision shall be final and conclusive.

69.On a poll votes may be given either personally or by proxy, and a member entitled to more than one vote need not, if he votes, use all his votes or cast all the votes he uses the same way. The instrument appointing a proxy shall be in writing in any usual form or in any other form which the directors may approve and shall be executed by the appointer or by his agent authorized in writing, or, if the appointer is a corporation, shall be either under its seal, or executed by an officer or agent so authorized. A member may appoint more than one proxy to attend on the same occasion. Deposit of an instrument of proxy shall not preclude a member from attending and voting at the meeting or at any adjournment thereof.

70.The instrument appointing a proxy and any authority under which it is executed or a copy of such authority certified notarially or in some other way approved by the directors may:

(a)be deposited at the Office or at such other place within the United Kingdom as is specified in the notice convening the meeting or in any instrument of proxy sent out by the Company in relation to the meeting not less than 48 hours before the time for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote; or

(b)in the case of a poll taken more than 48 hours after it is demanded, be deposited as aforesaid after the poll has been demanded and not less than 24 hours before the time appointed for the taking of the poll; or

(c)where the poll is not taken forthwith but is taken not more than 48 hours after it was demanded, be delivered at the meeting at which the poll was demanded to the Chairman or to the Secretary or to any director;

and an instrument of proxy which is not deposited or delivered in a manner so permitted shall be invalid.

71.A vote given or poll demanded by proxy or by the duly authorized representative of a corporation shall be valid notwithstanding the previous determination of the

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authority of the person voting or demanding a poll unless notice of the determination was received by the Company at the Office or at such other place at which the instrument of proxy was duly deposited before the commencement of the meeting or adjourned meeting at which the vote is given or the poll demanded or (in the case of a poll taken otherwise than on the same day as the meeting or adjourned meeting) the time appointed for taking the poll.

NUMBER OF DIRECTORS

72.Unless otherwise determined by ordinary resolution, the number of directors (other than alternate directors) shall not be subject to any maximum but shall not be less than two.

ALTERNATE DIRECTORS

73.Any director (other than an alternate director) may appoint any other director, or any other person approved by resolution of the directors and willing to act, to be an alternate director and may remove from office an alternate director so appointed by him. Any appointment or removal of an alternate director shall be by notice to the Company signed by the director making or revoking the appointment or in any other manner approved by the directors.

74.An alternate director shall be entitled to receive notice of all meetings of directors and of all meetings of committees of directors of which his appointor is a member, to attend and vote at any such meeting at which the director appointing him is not personally present, and generally to perform all the functions of his appointor as a director in his absence but shall not be entitled to receive any remuneration from the Company for his services as an alternate director.

75.An alternate director shall cease to be an alternate director if his appointor ceases to be a director.

76.Save as otherwise provided in these Articles, an alternate director shall be deemed for all purposes to be a director and shall alone be responsible for his own acts and defaults and he shall not be deemed to be the agent of the director appointing him.

QUALIFICATION SHARES

77.A director shall not be required to hold any qualification shares in the Company.

BORROWING POWERS

78.The directors may exercise all the powers of the Company to borrow or raise money and to mortgage or charge its undertaking, property and uncalled capital and subject to Section 80 of the Act to issue debentures, debenture stock and other

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securities as security for any debt, liability or obligation of the Company or of any third party.

POWERS OF DIRECTORS

79.Subject to the provisions of the Act, the Memorandum and these Articles and to any directions given by the Holder or Holders for the time being of more than one half of the issued ordinary shares of the Company, the business of the Company shall be managed by the directors who may exercise all the powers of the Company. No alteration of the Memorandum or Articles and no such direction shall invalidate any prior act of the directors which would have been valid if that alteration had not been made or that direction had not been given. The powers given by this Article shall not be limited by any special power given to the directors by these Articles and a meeting of directors at which a quorum is present may exercise all powers exercisable by the directors.

80.The directors may, by power of attorney or otherwise, appoint any person to be the agent of the Company for such purposes and on such conditions as they determine, including authority for the agent to delegate all or any of his powers.

DELEGATION OF DIRECTORS’ POWERS

81.The directors may delegate any of their powers to any committee consisting of one or more directors. They may also delegate to any managing director or any director holding any other executive office such of their powers as they consider desirable to be exercised by him. Any such delegation may be made subject to any conditions the directors may impose and either collaterally with or to the exclusion of their own powers and may be revoked or altered. Subject to any such conditions, the proceedings of a committee with two or more members shall be governed by those Articles regulating the proceedings of directors so far as they are capable of applying.

APPOINTMENT AND RETIREMENT OF DIRECTORS

82.Without prejudice to the powers of the Company under section 303 of the Act to remove a director by ordinary resolution, the Holder or Holders for the time being of more than one half of the issued ordinary shares of the Company shall have the power from time to time to appoint any person or persons as a director or directors and to remove from office any director howsoever appointed. Any such appointment or removal shall be effected by an instrument in writing signed by the member or members making the same and shall take effect upon lodgment at the Office.

83.Unless and until otherwise determined by the Company by ordinary resolution, either generally or in any particular case, no director shall vacate or be required to vacate his office as a director on or by reason of his attaining or having attained the age of seventy, and any person proposed to be appointed a director shall be capable of being appointed as a Director notwithstanding that he has attained the

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age of seventy, and no special notice need be given of any resolution for the appointment as a director of a person who shall have attained the age of seventy, and it shall not be necessary to give to the members notice of the age of any director or person proposed to be appointed as such.

DISQUALIFICATION OF DIRECTORS

84.The office of a director shall be vacated if:

(i)he ceases to be a director by virtue of any provision of the Act or he becomes prohibited by law from acting as a director;

(ii)he resigns as a director;

(iii)he becomes bankrupt or has a receiving order made against him or makes any arrangement or composition with his creditors;

(iv)an order is made by a court of competent jurisdiction by reason of his mental disorder for his detention or for the appointment of any person to exercise powers with respect to his property or affairs;

(v)he is absent from meetings of the directors for a period of at least six months without leave of absence from the directors and the directors resolve that he should for that reason cease to be a director;

(vi)he is convicted of a criminal offence involving fraud or dishonesty and the directors resolve that he shall for that reason cease to be a director;

(vii)he is removed as a director in accordance with the provisions of Article 82.

REMUNERATION OF DIRECTORS

85.The directors shall be entitled to such remuneration as the Company may by ordinary resolution determine and, unless the resolution provides otherwise, the remuneration shall be deemed to accrue from day to day.

DIRECTORS’ EXPENSES

86.The directors may be paid all travelling, hotel, and other expenses properly incurred by them in connection with their attendance at meetings of directors or committees of directors or general meetings or separate meetings of the Holders of any class of shares or of debentures of the Company or otherwise in connection with the discharge of their duties.

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EXECUTIVE APPOINTMENTS

87.Subject to the provisions of the Act, the Holder or Holders for the time being of more than one half of the issued ordinary shares of the Company shall have the power to appoint one or more of the directors to the office of managing director or to any other executive office under the Company, and may enter into an agreement or arrangement with any director for his employment by the Company or for the provision by him of any services outside the scope of the ordinary duties of a director. Any such appointment or agreement may be made upon such terms as the Holder or Holders determine and they may remunerate any such director for his services as they think fit. Any such appointment to an executive office shall determine if the director ceases to be a director but without prejudice to any claim for damages for breach of the contract of service between the director and the Company.

DIRECTORS’ INTERESTS

88.Subject to the provisions of the Act, and provided that he has. disclosed to the directors the nature and extent of any material interest of his, a director notwithstanding his office:

(i)may be a party to, or otherwise interested in, any transaction or arrangement with the Company or in which the Company is otherwise interested;

(ii)may be a director or other officer of, or employed by, or a party to any transaction or arrangement with, or otherwise interested in, any body corporate promoted by the Company or in which the Company is otherwise interested; and

(iii)shall not, by reason of his office, be accountable to the Company for any benefit which he derives from any such office or employment or from any such transaction or arrangement or from any interest in any such body corporate and no such transaction or arrangement shall be liable to be avoided on the ground of any such interest or benefit.

89.For the purposes of Article 88:

(i)a general notice given to the directors that a director is to be regarded as having an interest of the nature and extent specified in the notice in any transaction or arrangement in which a specified person or class of persons is interested shall be deemed to be a disclosure that the director has an interest in any such transaction of the nature and extent so specified; and

(ii)an interest of which a director has no knowledge and of which it is unreasonable to expect him to have knowledge shall not be treated as an interest of his.

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90.The directors may provide benefits, whether by the payment of gratuities or pensions or by insurance or otherwise, for any director who has held but no longer holds any executive office or employment with the Company or with any body corporate which is or has been a subsidiary of the Company or a predecessor in business of the Company or of any such subsidiary, and for any member of his family (including a spouse and a former spouse) or any person who is or was dependent on him, and may (as well as before as after he ceases to hold such office or employment) contribute to any fund and pay premiums for the purchase or provision of any such benefit.

PROCEEDINGS OF DIRECTORS

91.Subject to the provisions of these Articles, the directors may regulate their proceedings as they think fit. A director may, and the secretary at the request of a director shall, call a meeting of the directors. A director who is absent from the United Kingdom shall be entitled to receive notice of the meeting provided that he shall have notified the Company of an address (whether within or outside the United Kingdom) for service thereof. Questions arising at a meeting shall be decided by a majority of votes. In the case of an equality of votes, the chairman shall not have a second or casting vote. A director who is also an alternate director shall be entitled in the absence of his appointor to a separate vote on behalf of his appointor in addition to his own vote.

92.The quorum for the transaction of the business of the directors may be fixed by the directors and unless so fixed at any other number shall be two. A person, who holds office only as an alternate director shall, if his appointor is not present, be counted in the quorum.

93.The continuing directors or a sole continuing director may act notwithstanding any vacancies in their number, but, if the number of directors is less than the number fixed as the quorum, they may act only for the purpose of calling a general meeting.

94.The directors may appoint one of their numbers to be the chairman of the board of directors and may at any time remove him from that office. Unless he is unwilling to do so, the director so appointed shall preside at every meeting of directors at which he is present. But if there is no director holding that office or if the director holding it is unwilling to preside or is not present within five minutes after the time appointed for the meeting, the directors present may appoint one of their numbers to be chairman of the meeting.

95.All acts done by a meeting of directors, or of a committee of directors, or by a person acting as a director shall, notwithstanding that it be afterwards discovered that there was a defect in the appointment of any director or that any of them were disqualified from holding office, or had vacated office, or were not entitled to vote, be as valid as if every such person had been duly appointed and was qualified and had continued to be a director and had been entitled to vote.

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96.A resolution in writing signed (in person or by facsimile) or approved (by telex or facsimile) by all the directors entitled to receive notice of a meeting of directors or of a committee of directors shall be as valid and effectual as if it had been passed at a meeting of directors or (as the case may be) a committee of directors duly convened and held and may consist of several documents in the like form each signed by one or more directors. A resolution signed or approved by an alternate director need not also be signed or approved by his appointor and, if it is signed or approved by a director who has appointed an alternate director, it need not be signed or approved by the alternate director in that capacity.

97.The contemporaneous linking together by telephone of a number of the directors not less than the quorum, wherever in the world they are, shall be deemed to constitute a meeting of the directors so long as the following conditions are met:

(i)all the directors for the time being entitled to receive notice of any meeting of the directors (including any alternate for any director) shall be entitled to notice of any meeting by telephone and to be linked by telephone for the purpose of such meeting. Notice of any such meeting may be given by telephone;

(ii)each of the directors taking part must be able to hear each of the other directors taking part subject as hereinafter mentioned throughout the meeting;

(iii)at the commencement of the meeting each director must acknowledge his presence to all the other directors taking part;

(iv)unless he has previously obtained the consent of the chairman of the meeting, a director may not leave the meeting by disconnecting his telephone and shall be conclusively presumed to have been present and to have formed part of the quorum throughout the meeting. The meeting shall be deemed to have been validly conducted notwithstanding that a director’s telephone is accidentally disconnected during the meeting, and the proceedings thereof shall be deemed to be as valid as if the telephone had not been disconnected;

(v)a minute of the proceedings shall be sufficient evidence thereof and of the observance of all necessary formalities if certified by a director who was party to the proceedings.

98.Subject to such disclosure as is required by Section 317 of the Act a director shall be entitled to vote at a meeting of directors or of a Committee of directors on any resolution concerning a matter in which he has, directly or indirectly, an interest or duty which is material and which conflicts or may conflict with the interests of the Company.

99.A director shall not be counted in the quorum present at a meeting in relation to a resolution on which he is not entitled to vote.

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100.The Company may by ordinary resolution suspend or relax to any extent, either generally or in respect of any particular matter, any provision of these Articles prohibiting a director from voting at a meeting of directors or of a committee of directors.

101.Where proposals are under consideration concerning the appointment of two or more directors to offices or employments with the Company or any body corporate in which the Company is interested the proposals may be divided and considered in relation to each director separately and (provided he is not for another reason precluded from voting) each of the directors concerned shall be entitled to vote and be counted in the quorum in respect of each resolution.

102.If a question arises at a meeting of directors or of a committee of directors as to the right of a director to vote, the question may, before the conclusion of the meeting, be referred to the chairman of the meeting and his ruling in relation to any director other than himself shall be final and conclusive.

SECRETARY

103.Subject to the provisions of the Act, the Secretary shall be appointed by the directors for such term, at such remuneration and upon such conditions as they may think fit. Any Secretary so appointed may be removed by them. The directors may also appoint two or more joint Secretaries each of whom shall have full authority to act alone.

104.A provision of the Act or these Articles requiring or authorizing a thing to be done by or to a director and the Secretary shall not be satisfied by this being done by or to the same person acting both as director and as, or in place of, the Secretary.

MINUTES

105.The directors shall cause minutes to be made in books kept for the purpose:

(i)of all appointments of officers; and

(ii)of all proceedings at meetings of the Company, of the Holders of any class of shares in the Company, and of the directors, and of committees of directors, including the names of the directors present at each such meeting.

THE SEAL

106.The Seal shall only be used by the authority of the directors or of a committee of directors authorized by the directors. The directors may determine who shall sign any instrument to which the seal is affixed and unless otherwise so determined it shall be signed by a director and by the Secretary or by a second director.

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DIVIDENDS

107.Subject to the provisions of the Act, the Company may by ordinary resolution declare dividends in accordance with the respective rights of the members, but no dividend shall exceed the amount recommended by the directors.

108.Subject to the provisions of the Act, the directors may pay interim dividends if it appears to them that they are justified by the profits of the Company available for distribution. If the share capital is divided into different classes, the directors may pay interim dividends on shares which confer deferred or non-preferred rights with regard to dividend as well as on shares which confer preferential rights with regard to dividend, but no interim dividend shall be paid on shares carrying deferred or non-preferred rights if, at the time of payment, any preferential dividend is in arrear. The directors may also pay at intervals settled by them any dividend payable at a fixed rate if it appears to them that the profits available for distribution justify the payment. Provided the directors act in good faith they shall not incur any liability to the Holders of shares conferring preferred rights for any loss they may suffer by the lawful payment of an interim dividend on any shares having deferred or non-preferred rights.

109.Except as otherwise provided by the rights attached to shares, all dividends shall be declared and paid according to the amounts paid up on the shares on which the dividend is paid. All dividends shall be apportioned and paid proportionately to the amounts paid up on the shares during any portion or portions of the period in respect of which the dividend is paid; but, if any share is issued on terms providing that it shall rank for dividend as from a particular date, that share shall rank for dividend accordingly.

110.A general meeting declaring a dividend may, upon the recommendation of the directors, direct that it shall be satisfied wholly or partly by the distribution of assets and, where any difficulty arises in regard to the distribution, the directors may settle the same and in particular may issue fractional certificates and fix the value for distribution of any assets and may determine that cash shall be paid to any member upon the footing of the value so fixed in order to adjust the rights of members and may vest any assets in trustees.

111.Any dividend or other monies payable in respect of a share may be paid by check sent by post to the registered address of the person entitled or, if two or more persons are the Holders of the share or are jointly entitled to it by reason of the death or bankruptcy of the Holder, to the registered address of that one of those persons who is first named in the register of members or to such person and to such address as the person or persons entitled may in writing direct. Every check shall be made payable to the order of the person or persons entitled or to such other person as the person or persons entitled may in writing direct and payment of the check shall be a good discharge to the Company. Any joint holder or other person jointly entitled to a share as aforesaid may give receipts for any dividend or other monies payable in respect of the share.

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112.No dividend or other monies payable in respect of a share shall bear interest against the Company unless otherwise provided by the rights attached to the share.

113.Any dividend which has remained unclaimed for twelve years from the date when it became due for payment shall, if the directors so resolve, be forfeited and cease to remain owing by the Company.

ACCOUNTS

114.The accounting records of the Company shall be open to the inspection of any officer of the Company. No member shall (as such) have any right of inspecting any accounting records or other book or document of the Company except as conferred by statute or authorized by the directors or by ordinary resolution of the Company.

CAPITALIZATION OF PROFITS

115.The directors may with the authority of an ordinary resolution of the Company:

(i)subject as hereinafter provided, resolve to capitalize any undivided profits of the Company not required for paying any preferential dividend (whether or not they are available for distribution) or any sum standing to the credit of the Company’s share premium account or capital redemption reserve;

(ii)appropriate the sum resolved to be capitalized to the members who would have been entitled to it if it were distributed by way of dividend and in the same proportions and apply such sum on their behalf either in or towards paying up the amounts, if any, for the time being unpaid on any shares held by them respectively, or in paying up in full unissued shares or debentures of the Company of a nominal amount equal to that sum, and allot the shares or debentures credited as fully paid to those members, or as they may direct, in those proportions, or partly in one way and partly in the other; but the share premium account, the capital redemption reserve, and any profits which are not available for distribution may, for the purposes of this Article, only be applied in paying up unissued shares to be allotted to members credited as fully paid;

(iii)make such provision by the issue of fractional certificates or by payment in cash or otherwise as they determine in the case of shares or debentures becoming distributable under this Article in fractions; and

(iv)authorise any person to enter on behalf of all the members concerned into an agreement with the Company providing for the allotment to them respectively, credited as fully paid, of any shares or debentures to which they are entitled upon such capitalization, any agreement made under such authority being binding on all such members.

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NOTICES

116.Any notice to be given to or by any person pursuant to these Articles shall be in writing except that a notice calling a meeting of directors need not be in writing.

117.The Company may give any notice to a member either personally or by sending it by post in a prepaid envelope addressed to the member at his registered address or by leaving it at that address. In the case of joint holders of a share, all notices shall be given to the joint holder whose name stands first in the register of members in respect of the joint holding and notice so given shall be sufficient notice to all the joint holders. A member whose registered address is not within the United Kingdom and who gives to the Company an address within the United Kingdom at which notices may be given to him shall be entitled to have notices given to him at that address, but otherwise no such member shall be entitled to receive any notice from the Company.

118.A member present, either in person or by proxy, at any meeting of the Company or of the Holders of any class of shares in the Company shall be deemed to have received notice of the meeting and, where necessary, of the purposes for which it was called.

119.Every person who becomes entitled to a share shall be bound by any notice in respect of that share which, before his name is entered in the register of members, has been duly given to a person from whom he derives his title.

120.Proof that an envelope containing a notice was properly addressed, prepaid and posted shall be conclusive evidence that the notice was given. A notice shall be deemed to be given at the expiration of 48 hours after the envelope containing it was posted.

121.Any notice delivered or sent by post to the registered address of any member in pursuance of these Articles shall, notwithstanding that such member be then dead, bankrupt, mentally disordered or (being a corporation) in liquidation, and whether or not the Company has notice of the death, bankruptcy, mental disorder or liquidation, be deemed to have been given in respect of any share registered in the name of the member as sole or joint Holder and such notice shall be deemed a sufficient notice to all persons interested (whether jointly with or as claiming through or under him) in the share.

WINDING UP

122.If the Company is wound up, the liquidator may, with the sanction of an extraordinary resolution of the Company and any other sanction required by the Act, divide among the members in specie the whole or any part of the assets.

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INDEMNITY

123.Subject to the provisions of the Act but without prejudice to any indemnity to which a director may be otherwise entitled every director, auditor, secretary or other officer of the Company shall be entitled to be indemnified by the Company against all costs charges, losses, expenses and liabilities incurred by him in the execution and/or discharge of his duties and/or the exercise of his powers including (without prejudice to the generality of the foregoing) any liability incurred by him in defending any proceedings, civil or criminal, which relate to anything done or omitted or alleged to have been done or omitted by him as an officer or employee of the Company and in which judgment is given in his favor (or the proceedings are otherwise disposed of without any finding or admission of any material breach of duty on his part) or in which he is acquitted or in connection with any application under any statute for relief from liability in respect of any such act or omission in which relief is granted to him by the Court.

OVERRIDING PROVISIONS

124.Whenever all of the issued ordinary shares of the Company are held by or on behalf of one member (the “parent company”) any or all powers of the directors shall be restricted in such respects and to such extent as the parent company may by notice to the Company from time to time prescribe. Any such notice shall be in writing and signed by or on behalf of the parent company and shall take effect upon lodgment at the Office. No person dealing with the Company shall be concerned to see or enquire as to whether the powers of the directors have been in any way restricted hereunder or as to whether any requisite consent of the parent company has been obtained and no obligation incurred or security given or transaction effected by the Company to or with any third party shall be invalid or ineffectual unless the third party had at the time express notice that the incurring of such obligation or the giving of such security or the effecting of such transaction was in excess of the powers of the directors.

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EX-3.11

Exhibit 3.11

CERTIFICATE OF INCORPORATION

OF

INTERVAL HOLDINGS, INC.

THE UNDERSIGNED, being a natural person for the purpose of organizing a corporation under the General Corporation Law of the State of Delaware, hereby certifies that:

FIRST:                    The name of the Corporation is Interval Holdings, Inc.

SECOND:               The address of the registered office of the Corporation in the State of Delaware is c/o The Corporation Trust Company, 1209 Orange Street, City of Wilmington, County of New Castle, State of Delaware 19801. The name of the registered agent of the Corporation in the State of Delaware at such address is The Corporation Trust Company.

THIRD:                  The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware, as from time to time amended.

FOURTH:              The total number of shares of all classes of stock which the Corporation shall have authority to issue is 10,000 shares, consisting of:

(1)1,000 shares of Preferred Stock, par value $.01 per share, and

(2)9,000 shares of Common Stock, par value $.01 per share.

Except as otherwise provided by law, the shares of stock of the Corporation, regardless of class, may be issued by the Corporation from time to time in such amounts, for such consideration and for such corporate purposes as the Board of Directors may from time to time determine.

Shares of Preferred Stock may be issued from time to time in one or more series of any number of shares as may be determined from time to time by the Board of Directors, provided that the aggregate number of shares issued and not cancelled of any and all such series shall not exceed the total number of shares of Preferred Stock authorized by this Certificate of Incorporation. Each series of Preferred Stock shall be distinctly designated. Except in respect of the particulars fixed for series of Preferred Stock by the Board of Directors as permitted hereby, all shares of Preferred Stock shall be alike in every particular, except that shares of any one series issued at different times may differ as to the dates from which dividends thereon shall be cumulative. The voting powers, if any, of each such series and the preferences and relative, participating, optional and other special rights of each such series and the qualifications, limitations and restrictions thereof, if any, may differ from those of any and all other series at any time outstanding, and the Board of Directors is hereby expressly granted authority to fix, in the resolution or resolutions providing for the issue of a particular series of Preferred Stock, the voting powers, if any, of each such series and the designations, preferences and relative, participating, optional and other special rights of each such series and the qualifications, limitations and restrictions thereof to the full extent now or hereafter permitted by this certificate of incorporation and the laws of the State of Delaware.

FIFTH:                   The name and mailing address of the incorporator are Mark N. Klein, C/O Weil, Gotshal & Manges, 767 Fifth Avenue, New York, New York 10153.

SIXTH:                   In furtherance and not in limitation of the powers conferred by law, subject to any limitations contained elsewhere in this certificate of incorporation, by-laws of the Corporation may be adopted, amended or repealed by a majority of the Board of Directors of the Corporation, but any by-laws adopted by the Board of Directors may be amended or repealed by the stockholders entitled to vote thereon. Election of directors need not be by written ballot.

SEVENTH:             (a) No director of the Corporation shall be personally liable either to the Corporation or to any stockholder for monetary damages for breach of fiduciary duty as a director, except (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, or (ii) for acts or omissions which are not in good faith or which involve intentional misconduct or knowing violation of the law, or (iii) for any matter in respect of which such director shall be liable under Section 174 of Title 8 of the General Corporation Law of the State of Delaware or any amendment thereto or successor provision thereto, or (iv) for any transaction from which the director shall have derived an improper personal benefit. Neither amendment nor repeal of this paragraph (a) nor the adoption of any provision of the Certificate of Incorporation in inconsistent with this paragraph (a) shall eliminate or reduce the effect of this paragraph (a) in respect of any matter occurring, or any cause of action, suit or claim that, but for this paragraph (a) would accrue or arise, prior to such amendment, repeal or adoption of an inconsistent provision.

(b)           The Corporation shall have the power to indemnify any person who was or is a party or is threatened to be made a party to, or testifies in, any threatened, pending or completed action, suit or proceeding, whether criminal, administrative or investigative in nature, by reason of the fact that such person is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, employee benefit plan, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceedings to the full extent permitted by law, and the Corporation may adopt by-laws or enter into agreements with any such person for the purpose of providing for such indemnification.

IN WITNESS WHEREOF, the undersigned has duly executed this Certificate of Incorporation on this 31st day of January, 1994.

/s/ Mark N. Klein

Mark N. Klein

Sole Incorporator

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CERTIFICATE OF THE DESIGNATIONS, RIGHTS AND
PREFERENCES OF SERIES A PREFERRED STOCK
OF INTERVAL HOLDINGS, INC.

Pursuant to Section 151 of the
General Corporation Law of the State of Delaware

We, the undersigned, Stuart L. Bell and Amy N. Lipton, the Vice—President and Assistant Secretary, respectively, of Interval Holdings, Inc., a Delaware corporation (the “Corporation”), DO HEREBY CERTIFY, pursuant to Section 151 of the General Corporation Law of the State of Delaware, that the following resolution was duly adopted by the Board of Directors of the Corporation by unanimous written consent dated as of January 31, 1994:

“RESOLVED, that pursuant to the authority expressly granted to and vested in the Board of Directors of the Corporation by the provisions of the Certificate of Incorporation of the Corporation, the Board of Directors hereby creates and designates a series of Preferred Stock of the Corporation to consist of one thousand (1000) shares, each of $.01 par value, and the Board of Directors hereby fixes the relative rights and preferences of the shares of such series as follows:

1.             Designation.

The designation of the said series of Preferred Stock, created by this resolution shall be “Series A Preferred Stock.”

2.             Dividends and Other Distributions.

The holders of Series A Preferred Stock shall be entitled to receive, when, as and if declared by the Board of Directors of the Corporation out of funds of the Corporation legally available therefor, cumulative cash dividends at the rate of $6,300 per annum per share, payable in one annual payment on January 31st of each year, commencing January 31, 1995 and no dividend or other distribution shall be declared, paid or made in respect of any shares of Common Stock of the Corporation, par value $.01 per share (the “Common Stock”), unless full cumulative dividends on the shares of Series A Preferred Stock have been declared and paid or set aside for payment in full.

3.             Rights upon Liquidation Dissolution or Winding Up.

(a)           With respect to rights upon liquidation, dissolution or winding up, the Series A Preferred Stock shall rank prior to the Common Stock.  In the event of any liquidation, dissolution or winding up of the Corporation, the holders of shares of Series A Preferred Stock then outstanding shall be entitled to be paid, out of the assets of the Corporation available for distribution to its stockholders, whether from capital, surplus or earnings, before any payment shall be made to the holders of any stock ranking on liquidation junior to the Series A Preferred

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Stock, an amount equal to one hundred five thousand dollars ($105,000) per share, plus any unpaid dividends accrued thereon to the date of such distribution (the “Liquidation Value”).

(b)           If, upon any liquidation, dissolution or winding up of the Corporation, the assets of the Corporation available for distribution to its stockholders shall be insufficient to pay to each holder of shares of Series A Preferred Stock the Liquidation Value of the shares so held, the holders of shares of Series A Preferred Stock shall receive ratably all of the assets of the Corporation then available for distribution to its stockholders.

(c)           Except as otherwise expressly provided herein, a holder of the Series A Preferred Stock shall have no further participation in the distribution of the assets of the Corporation upon liquidation, dissolution or winding up of the Corporation.

4.             No Conversion.

The shares of series A Preferred Stock shall not be convertible, at any time, into any other class of shares of stock of the Corporation.

5.             Voting Rights.

Except as otherwise provided by law, each share of Series A Preferred Stock shall entitle its holder of record to voting powers identical to the voting powers of a holder of record of one share of Common Stock.

6.             No Other Rights.

Except as may otherwise be required by law, the shares of Series A Preferred Stock shall not have any preference or relative, participating, optional or other special rights other than those specifically set forth in this resolution (as such resolution may be amended from time to time) and in the Certificate of Incorporation of the Corporation.”

IN WITNESS WHEREOF, this Certificate has been signed by the Vice- President and attested to by the Assistant Secretary of Interval Holdings, Inc. this 31st day of January, 1994.

By:	/s/ Stuart L. Bell
	Name:   Stuart L. Bell
	Title:  Vice-President

Attest:

By:	/s/ Amy N. Lipton
	Name: Amy N. Lipton
	Title: Assistant Secretary

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EX-3.12

Exhibit 3.12

BY-LAWS

OF

INTERVAL HOLDINGS, INC.

(a Delaware corporation)

ARTICLE I

Stockholders

SECTION 1.           Annual Meetings.  The annual meeting of stockholders for the election of directors and for the transaction of such other business as may properly come before the meeting shall be held each year at such date and time, within or without the State of Delaware, as the Board of Directors shall determine.

SECTION 2.           Special Meetings.  Special meetings of stockholders for the transaction of such business as may properly come before the meeting may be called by order of the Board of Directors or by stockholders holding together at least a majority of all the shares of the Corporation entitled to vote at the meeting, and shall be held at such date and time, within or without the State of Delaware, as may be specified by such order.  Whenever the director’s sha1l fail to fix such place, the meeting shall be held at the principal executive office of the Corporation.

SECTION 3.           Notice of Meetings.  Written notice of all meetings of the stockholders, stating the place, date and hour of the meeting and the place within the city or other municipality or community at which the list of stockholders may be examined, shall be mailed or delivered to each stockholder not less than 10 nor more than 60 days prior to the meeting.  Notice of any special meeting shall state in general terms the purpose or purposes for which the meeting is to be held.

SECTION 4.           Stockholder Lists.  The officer who has charge of the stock ledger of the Corporation shall prepare and make, at least 10 days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder.  Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held.  The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

The stock ledger shall be the only evidence as to who are the stockholders entitled to examine the stock ledger, the list required by this section or the books of the Corporation, or to vote in person or by proxy at any meeting of stockholders.

SECTION 5.           Quorum.  Except as otherwise provided by law or the Corporation’s Certificate of Incorporation, a quorum for the transaction of business at any

meeting of stockholders shall consist of the holders of record of a majority of the issued and outstanding shares of the capital stock of the Corporation entitled to vote at the meeting, present in person or by proxy.  At all meetings of the stockholders at which a quorum is present, all matters, except as otherwise provided by law or the Certificate of Incorporation, shall be decided by the vote of the holders of a majority of the shares entitled to vote thereat present in person or by proxy.  If there be no such quorum, the holders of a majority of such shares so present or represented may adjourn the meeting from time to time, without further notice, until a quorum shall have been obtained.  When a quorum is once present it is not broken by the subsequent withdrawal of any stockholder.

SECTION 6.           Organization.  Meetings of stockholders shall be presided over by the Chairman, if any, or if none or in the Chairman’s absence the Vice-Chairman, if any, or if none or in the Vice-Chairman’s absence the President, if any, or if none or in the President’s absence a Vice-President, or, if none of the foregoing is present, by a chairman to be chosen by the stockholders entitled to vote who are present in person or by proxy at the meeting.  The Secretary of the Corporation, or in the Secretary’s absence an Assistant Secretary, shall act as secretary of every meeting, but if neither the Secretary nor an Assistant Secretary is present, the presiding officer of the meeting shall appoint any person present to act as secretary of the meeting.

SECTION 7.           Voting; Proxies; Required Vote.

(a)           At each meeting of stockholders, every stockholder shall be entitled to vote in person or by proxy appointed by instrument in writing, subscribed by such stockholder or by such stockholder’s duly authorized attorney-in-fact but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period, and, unless the Certificate of Incorporation provides otherwise, shall have one vote for each share of stock entitled to vote registered in the name of such stockholder on the books of the Corporation on the applicable record date fixed pursuant to these By-laws.  At all elections of directors the voting may but need not be by ballot and a plurality of the votes cast there shall elect.  Except as otherwise required by law or the Certificate of Incorporation, any other action shall be authorized by a majority of the votes cast.

(b)           Any action required or permitted to be taken at any meeting of stockholders may, except as otherwise required by law or the Certificate of Incorporation, be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of record of the issued and outstanding capital stock of the Corporation having a majority of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted, and the writing or writings are filed with the permanent records of the Corporation.  Prompt notice of the taking of corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

(c)           Where a separate vote by a class or classes, sent in person or represented by proxy, shall constitute quorum entitled to vote on that matter, the affirmative vote of the majority of shares of such class or classes sent in person or represented by proxy at the meeting

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shall be the act of such class, unless otherwise provided in the Corporation’s Certificate of Incorporation.

SECTION 8.           Inspectors.  The Board of Directors, in advance of any meeting, may, but need not, appoint one or more inspectors of election to act at the meeting or any adjournment thereof.  If an inspector or inspectors are not appointed, the person presiding at the meeting may, but need not, appoint one or more inspectors.  In case any person who may be appointed as an inspector fails to appear or act, the vacancy may be filled by appointment made by the directors in advance of the meeting or at the meeting by the person presiding thereat.  Each inspector, if any, before entering upon the discharge of his or her duties, shall take and sign an oath faithfully to execute the duties of inspector at such meeting with strict impartiality and according to the best of his ability.  The inspectors, if any, shall determine the number of shares of stock outstanding and the voting power of each, the shares of stock represented at the meeting, the existence of a quorum, and the validity and effect of proxies, and shall receive votes, ballots or consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes, ballots or consents, determine the result, and do such acts as are proper to conduct the election or vote with fairness to all stockholders.  On request of the person presiding at the meeting, the inspector or inspectors, if any, shall make a report in writing of any challenge, question or matter determined by such inspector or inspectors and execute a certificate of any fact found by such inspector or inspectors.

ARTICLE II

Board of Directors

SECTION 1.           General Powers.  The business, property and affairs of the Corporation shall be managed by, or under the direction of, the Board of Directors.

SECTION 2.           Qualification; Number; Term; Remuneration.  (a) Each director shall be at least 18 years of age.  A director need not be a stockholder, a citizen of the United States, or a resident of the State of Delaware.  The number of directors constituting the entire Board shall be three, or such larger number as may be fixed from time to time by action of the stockholders or Board of Directors, one of whom may be selected by the Board of Directors to be its Chairman.  The use of the phrase “entire Board” herein refers to the total number of directors which the Corporation would have if there were no vacancies.

(b)           Directors who are elected at an annual meeting of stockholders, and directors who are elected in the interim to fill vacancies and newly created directorships, shall hold office until the next annual meeting of stockholders and until their successors are elected and qualified or until their earlier resignation or removal.

(c)           Directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as director.  No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.  Members of special or standing committees may be allowed like compensation for attending committee meetings.

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SECTION 3.           Quorum and Manner of Voting.  Except as otherwise provided by law, a majority of the entire Board shall constitute a quorum.  A majority of the directors present, whether or not a quorum is present, may adjourn a meeting from time to time to another time and place without notice.  The vote of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

SECTION 4.           Places of Meetings.  Meetings of the Board of Directors may be held at any place within or without the State of Delaware, as may from time to time be fixed by resolution of the Board of Directors, or as may be specified in the notice of meeting.

SECTION 5.           Annual Meeting.  Following the annual meeting of stockholders, the newly elected Board of Directors shall meet for the purpose of the election of officers and the transaction of such other business as may properly come before the meeting.  Such meeting may be held without notice immediately after the annual meeting of stockholders at the same place at which such stockholders’ meeting is held.

SECTION 6.           Regular Meetings.  Regular meetings of the Board of Directors shall be held at such times and places as the Board of Directors shall from time to time by resolution determine.  Notice need not be given of regular meetings of the Board of Directors held at times and places fixed by resolution of the Board of Directors.

SECTION 7.           Special Meetings.  Special meetings of the Board of Directors shall be held whenever called by the Chairman of the Board or President or by a majority of the directors then in office.

SECTION 8.           Notice of Meetings.  A notice of the place, date and time and the purpose or purposes of each meeting of the Board of Directors shall be given to each director by mailing the same at least two days before the meeting, or by telegraphing or telephoning the same or by delivering the same personally not later than the day before the day of the meeting.

SECTION 9.           Organization.  At all meetings of the Board of Directors, the Chairman, if any, or if none or in the Chairman’s absence or inability to act the President, or in the President’s absence or inability to act any Vice-President who is a member of the Board of Directors, or in such Vice-President’s absence or inability to act a chairman chosen by the directors, shall preside.  The Secretary of the Corporation shall act as secretary at all meetings of the Board of Directors when present, and, in the Secretary’s absence, the presiding officer may appoint any person to act as secretary.

SECTION 10.         Resignation.  Any director may resign at any time upon written notice to the Corporation and such resignation shall take effect upon receipt thereof by the President, unless otherwise specified in the resignation.  Any or all of the directors may be removed, with or without cause, by the holders of a majority of the shares of stock outstanding and entitled to vote for the election of directors.

SECTION 11.         Vacancies.  Unless otherwise provided in these By-laws, vacancies on the Board of Directors, whether caused by resignation, death, disqualification, removal, an increase in the authorized number of directors or otherwise, may be filled by the affirmative vote of a majority of the remaining directors, although less than a quorum, or by a sole remaining

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director, or at a special meeting of the stockholders, by the holders of shares entitled to vote for the election of directors.

SECTION 12.         Action by Written Consent.  Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting if all the directors consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board of Directors.

ARTICLE III

Committees

SECTION 1.           Appointment.  From time to time the Board of Directors by a resolution adopted by a majority of the entire Board may appoint any committee or committees for any purpose or purposes, to the extent lawful, which shall have powers as shall be determined and specified by the Board of Directors in the resolution of appointment.

SECTION 2.           Procedures, Quorum and Manner of Asking.  Each committee shall fix its own rules of procedure, and shall meet where and as provided by such rules or by resolution of the Board of Directors.  Except as otherwise provided by law, the presence of a majority of the then appointed members of a committee shall constitute a quorum for the transaction of business by that committee, and in every case where a quorum is present the affirmative vote of a majority of the members of the committee present shall be the act of the committee.  Each committee shall keep minutes of its proceedings, and actions taken by a committee shall be reported to the Board of Directors.

SECTION 3.           Action by Written Consent.  Any action required or permitted to be taken at any meeting of any committee of the Board of Directors may be taken without a meeting if all the members of the committee consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the committee.

SECTION 4.           Term; Termination.  In the event any person shall cease to be a director of the Corporation, such person shall simultaneously therewith cease to be a member of any committee appointed by the Board of Directors.

ARTICLE IV

Officers

SECTION 1.           Election and Qualifications.  The Board of Directors shall elect the officers of the Corporation, which shall include a President and a Secretary, and may include, by election or appointment, one or more Vice-Presidents (any one or more of whom may be given an additional designation of rank or function), a Treasurer and such assistant secretaries, such Assistant Treasurers and such other officers as the Board may from time to time deem proper.  Each officer shall have such powers and duties as may be prescribed by these By-laws and as may be assigned by the Board of Directors or the President.  Any two or more offices may be held by the same person except the offices of President and Secretary.

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SECTION 2.           Term of Office and Remuneration.  The term of office of all officers shall be one year and until their respective successors have been elected and qualified, but any officer may be removed from office, either with or without cause, at any time by the Board of Directors.  Any vacancy in any office arising from any cause may be filled for the unexpired portion of the term by the Board of Directors.  The remuneration of all officers of the Corporation may be fixed by the Board of Directors or in such manner as the Board of Directors shall provide.

SECTION 3.           Resignation; Removal.  Any officer may resign at any time upon written notice to the Corporation and such resignation shall take effect upon receipt thereof by the President, unless otherwise specified in the resignation.  Any officer shall be subject to removal, with or without cause, at any time by vote of a majority of the entire Board.

SECTION 4.           Chairman of the Board.  The Chairman of the Board of Directors, if there be one, shall preside at all meetings of the Board of Directors and shall have such other powers and duties as may from time to time be assigned by the Board of Directors.

SECTION 5.           President and Chief Executive Officer.  The President shall be the chief executive officer of the Corporation, and shall have such duties as customarily pertain to that office.  The President shall have general management and supervision of the property, business and affairs of the Corporation and over its other officers; may appoint and remove assistant officers and other agents and employees, other than officers referred to in Section 1 of this Article IV; and may execute and deliver in the name of the Corporation powers of attorney, contracts, bonds and other obligations and instruments.

SECTION 6.           Vice-President.  A Vice-President may execute and deliver in the name of the Corporation contracts and other obligations and instruments pertaining to the regular course of the duties of said office, and shall have such other authority as from time to time may be assigned by the Board of Directors or the President.

SECTION 7.           Treasurer.  The Treasurer shall in general have all duties incident to the position of Treasurer and such other duties as may be assigned by the Board of Directors or the President.

SECTION 8.           Secretary.  The Secretary shall in general have all the duties incident to the office of Secretary and such other duties as may be assigned by the Board of Directors or the President.

SECTION 9.           Controller.  The Controller shall in general have all the duties incident to the office of Controller and such other duties as may be assigned by the Board of Directors or the President.

SECTION 10.         Assistant Officers.  Any assistant officer shall have such powers and duties of the officer such assistant officer assists as such officer or the Board of Directors shall from time to time prescribe.

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ARTICLE V

Books and Records

SECTION 1.           Location.  The books and records of the Corporation may be kept at such place or places within or outside the State of Delaware as the Board of Directors or the respective officers in charge thereof may from time to time determine.  The record books containing the names and addresses of all stockholders, the number and class of shares of stock held by each and the dates when they respectively became the owners of record thereof shall be kept by the Secretary as prescribed in the By-laws and by such officer or agent as shall be designated by the Board of Directors.

SECTION 2.           Addresses of Stockholders.  Notices of meetings and all other corporate notices may be delivered personally or mailed to each stockholder at the stockholder’s address as it appears on the records of the Corporation.

SECTION 3.           Fixing Date for Determination of Stockholders of Record.  (a) In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors and which record date shall not be more than 60 nor less than 10 days before the date of such meeting.  If no record date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held.  A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

(b)           In order that the Corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors and which date shall not be more than 10 days after the date upon which the resolution fixing the record date is adopted by the Board of Directors.  If no record date has been fixed by the Board of Directors, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is required, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation by delivery to its registered office in this State, its principal place of business, or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded.  Delivery made to the Corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested.  If no record date has been fixed by the Board of Directors and prior action by the Board of Directors is required by this chapter, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action.

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(c)           In order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted and which record date shall be not more than 60 days prior to such action.  If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

ARTICLE VI

Certificates Representing Stock

SECTION 1.           Certificates; Signatures.  The shares of the Corporation shall be represented by certificates, provided that the Board of Directors of the Corporation may provide by resolution or resolutions that some or all of any or all classes or series of its stock shall be uncertificated shares.  Any such resolution shall not apply to shares represented by a certificate until such certificate is surrendered to the Corporation.  Notwithstanding the adoption of such a resolution by the Board of Directors, every holder of stock represented by certificates and upon request every holder of uncertificated shares shall be entitled to have a certificate, signed by or in the name of the Corporation by the Chairman or Vice-Chairman of the Board of Directors, or the President or Vice-President, and by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary of the Corporation, representing the number of shares registered in certificate form.  Any and all signatures on any such certificate may be facsimiles.  In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue.  The name of the holder of record of the shares represented thereby, with the number of such shares and the date of issue, shall be entered on the books of the Corporation.

SECTION 2.           Transfers of Stock.  Upon compliance with provisions restricting the transfer or registration of transfer of shares of stock, if any, shares of capital stock shall be transferable on the books of the Corporation only by the holder of record thereof in person, or by duly authorized attorney, upon surrender and cancellation of certificates for a like number of shares, properly endorsed, and the payment of all taxes due thereon.

SECTION 3.           Fractional Shares.  The Corporation may, but shall not be required to, issue certificates for fractions of a share where necessary to effect authorized transactions, or the Corporation may pay in cash the fair value of fractions of a share as of the time when those entitled to receive such fractions are determined, or it may issue scrip in registered or bearer form over the manual or facsimile signature of an officer of the Corporation or of its agent, exchangeable as therein provided for full shares, but such scrip shall not entitle the holder to any rights of a stockholder except as therein provided.

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The Board of Directors shall have power and authority to make all such rules and regulations as it may deem expedient concerning the issue, transfer and registration of certificates representing shares of the Corporation.

SECTION 4.           Lost, Stolen or Destroyed Certificates.  The Corporation may issue a new certificate of stock in place of any certificate, theretofore issued by it, alleged to have been lost, stolen or destroyed, and the Board of Directors may require the owner of any lost, stolen or destroyed certificate, or his legal representative, to give the Corporation a bond sufficient to indemnify the Corporation against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of any such new certificate.

ARTICLE VII

Dividends

Subject always to the provisions of law and the Certificate of Incorporation, the Board of Directors shall have full power to determine whether any, and, if any, what part of any, funds legally available for the payment of dividends shall be declared as dividends and paid to stockholders; the division of the whole or any part of such funds of the Corporation shall rest wholly within the lawful discretion of the Board of Directors, and it shall not be required at any time, against such discretion, to divide or pay any part of such funds among or to the stockholders as dividends or otherwise; and before payment of any dividend, there may be set aside out of any funds of the Corporation available for dividends such sum or sums as the Board of Directors from time to time, in its absolute discretion, thinks proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for such other purpose as the Board of Directors shall think conducive to the interest of the Corporation, and the Board of Directors may modify or abolish any such reserve in the manner in which it was created.

ARTICLE VIII

Ratification

Any transaction, questioned in any law suit on the ground of lack of authority, defective or irregular execution, adverse interest of director, officer or stockholder, non-disclosure, miscomputation, or the application of improper principles or practices of accounting, may be ratified before or after judgment, by the Board of Directors or by the stockholders, and if so ratified shall have the same force and effect as if the questioned transaction had been originally duly authorized.  Such ratification shall be binding upon the Corporation and its stockholders and shall constitute a bar to any claim or execution of any judgment in respect of such questioned transaction.

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ARTICLE IX

Corporate Seal

The corporate seal shall have inscribed thereon the name of the Corporation and the year of its incorporation, and shall be in such form and contain such other words and/or figures as the Board of Directors shall determine.  The corporate seal may be used by printing, engraving, lithographing, stamping or otherwise making, placing or affixing, or causing to be printed, engraved, lithographed, stamped or otherwise made, placed or affixed, upon any paper or document, by any process whatsoever, an impression, facsimile or other reproduction of said corporate seal.

ARTICLE X

Fiscal Year

The fiscal year of the Corporation shall be fixed, and shall be subject to change, by the Board of Directors.  Unless otherwise fixed by the Board of Directors, the fiscal year of the Corporation shall be the calendar year.

ARTICLE XI

Waiver of Notice

Whenever notice is required to be given by these By-laws or by the Certificate of Incorporation or by law, a written waiver thereof, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent to notice.

ARTICLE XII

Bank Accounts, Drafts, Contracts, Etc.

SECTION 1.           Bank Accounts and Drafts.  In addition to such bank accounts as may be authorized by the Board of Directors, the primary financial officer or any person designated by said primary financial officer, whether or not an employee of the Corporation, may authorize such bank accounts to be opened or maintained in the name and on behalf of the Corporation as he may deem necessary or appropriate, payments from such bank accounts to be made upon and according to the check of the Corporation in accordance with the written instructions of said primary financial officer, or other person so designated by the Treasurer.

SECTION 2.           Contracts.  The Board of Directors may authorize any person or persons, in the name and on behalf of the Corporation, to enter into or execute and deliver any and all deeds, bonds, mortgages, contracts and other obligations or instruments, and such authority may be general or confined to specific instances.

SECTION 3.           Proxies; Powers of Attorney; Other Instruments.  The Chairman, the President or any other person designated by either of them shall have the power and authority to execute and deliver proxies, powers of attorney and other instruments on behalf of the

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Corporation in connection with the rights and powers incident to the ownership of stock by the Corporation.  The Chairman, the President or any other person authorized by proxy or power of attorney executed and delivered by either of them on behalf of the Corporation may attend and vote at any meeting of stockholders of any company in which the Corporation may hold stock, and may exercise on behalf of the Corporation any and all of the rights and powers incident to the ownership of such stock at any such meeting, or otherwise as specified in the proxy or power of attorney so authorizing any such person.  The Board of Directors, from time to time, may confer like powers upon any other person.

SECTION 4.           Financial Reports.  The Board of Directors may appoint the primary financial officer or other fiscal officer or any other officer to cause to be prepared and furnished to stockholders entitled thereto any special financial notice and/or financial statement, as the case may be, which may be required by any provision of law.

ARTICLE XIII

Amendments

The Board of Directors shall have power to adopt, amend or repeal By-laws.  By-laws adopted by the Board of Directors may be repealed or changed, and new By-laws made, by the stockholders, and the stockholders may prescribe that any By-law made by them shall not be altered, amended or repealed by the Board of Directors.

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EX-3.13

Exhibit 3.13

ARTICLES OF INCORPORATION

OF

NEW INTERVAL INTERNATIONAL, INC.

The undersigned subscriber to these Articles of Incorporation, a natural person competent to contract, hereby forms a corporation under the laws of the State of Florida.

ARTICLE I.  NAME

The name of the corporation shall be:

NEW INTERVAL INTERNATIONAL, INC.

The principal place of business of this corporation shall be Suite 306, 7000 Southwest 62nd Avenue, South Miami, Florida  33143.

ARTICLE II.  NATURE OF BUSINESS

This corporation may engage or transact in any or all lawful activities or business permitted under the laws of the United States, the State of Florida or any other state, country, territory or nation.

ARTICLE III.  CAPITAL STOCK

The maximum number of shares of stock that this corporation is authorized to have outstanding at any one time is 10,000 shares of common stock having a par value of $.01 per share.

ARTICLE IV.  ADDRESS

The street address of the initial registered office of the corporation shall be 502 East Park Avenue, Tallahassee, Florida 32301, and the name of the initial registered agent of the corporation at that address is Corporation Information Services, Inc. – Gail Shelby.

ARTICLE V.  TERM OF EXISTENCE

This corporation is to exist perpetually.

ARTICLE VI.  DIRECTORS

This corporation shall have no Directors, initially. The affairs of the Corporation will be managed by the shareholders until such time Directors are designated as provided by the Bylaws.

ARTICLE VII.  SUBSCRIBER

The name and street address of the subscriber to these Articles of Incorporation is:

Gail Shelby 502 East Park Avenue
Tallahassee, Florida 32301

IN WITNESS WHEREOF, the undersigned has hereunto set her hand and seal on this 20th day of December, 1983.

/s/ Gail Shelby	(SEAL)
Gail Shelby

STATE OF FLORIDA

COUNTY OF LEON

The foregoing instrument was acknowledged before me this 20th day of December, 1983, by Gail Shelby.

/s/ Illegible

Notary Public, State of Florida at Large

My Commission Expires:

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ARTICLES OF AMENDMENT TO THE
ARTICLES OF INCORPORATION OF
NEW INTERVAL INTERNATIONAL, INC.

Pursuant to the provisions of Section 607.181 of the Florida General Corporation Act, the undersigned corporation adopts the following Articles of Amendment to its Articles of Incorporation:

1.             The name of the corporation is NEW INTERVAL INTERNATIONAL, INC.

2.             The following Amendment of the Articles of Incorporation was adopted by the sole shareholder of the corporation on November 14, 1984, in the manner prescribed by the Florida General Corporation Act:

The name of the corporation shall be
INTERVAL INTERNATIONAL, INC.

3.             The number of shares of the corporation outstanding at the time of the adoption was 10,000, and the number of shares entitled to vote thereon was 10,000.

4.             The sole shareholder of the corporation voted unanimously in favor of the Amendment.

Dated November 14, 1984

NEW INTERVAL INTERNATIONAL, INC.
By:	/s/ Kenneth V. Knight
	Kenneth V. Knight, President
and
By:	/s/ Allen F. Burkett
	Allen F. Burkett, Secretary

STATE OF FLORIDA	)
	) ss.
COUNTY OF DADE	)

BEFORE ME, the undersigned authority, personally appeared Kenneth V. Knight and Allen F. Burkett, President and Secretary, respectively, of New Interval International, Inc., who are to me well known to be the persons described in and who subscribed the above Articles of Amendment to the Articles of Incorporation, and they did freely and voluntarily acknowledge before me according to the law they made and subscribed the same for the use and purposes therein mentioned and set forth.

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IN WITNESS WHEREOF, I have hereunto set my hand and my official seal, at Miami, Dade County, Florida, this 14th day of November, 1984.

	/s/ Illegible
	Notary Public, in and for the State of Florida at Large
My Commission Expires:

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ARTICLES OF AMENDMENT TO THE ARTICLES OF INCORPORATION
OF INTERVAL INTERNATIONAL, INC.

ARTICLE I

The name of the Corporation is Interval International, Inc.

ARTICLE II

The following amendment was adopted by the Board of Directors of the Corporation and the Sole Shareholder of the Corporation on August 12, 1992:

NOW THEREFORE, BE IT RESOLVED, that Article III of the Articles of Incorporation be deleted in its entirety and replaced with the following new Article III:

ARTICLE III - CAPITAL STOCK

The maximum number of shares of stock that this corporation is authorized to have outstanding at any one time is one hundred thousand (100,000) shares of common stock having a par value of $0.10 per share.

ARTICLE III

The Sole Shareholder approved of the foregoing amendment and, therefore, the number of votes cast was sufficient for approval.

DATED this 12th day of August, 1992.

INTERVAL INTERNATIONAL, INC.
By:	/s/ Craig M. Nash
	Craig M. Nash, President
Attest:		/s/ Anthony R. Sorrentino
			Anthony R. Sorrentino, Secretary

STATE OF FLORIDA	)
	)           ss.
COUNTY OF DADE	)

Before me, the undersigned authority, personally appeared Craig M. Nash and Anthony R. Sorrentino, known to me and known by me to be the persons who executed the foregoing Articles of Amendment, and they acknowledged before me that they executed those Articles of Amendment.

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IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal in the State and County aforesaid this 12th day of August, 1992.

/s/ Janet L. O’Neill

Notary Public, in and for the State of Florida at
Large

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EX-3.14

Exhibit 3.14

BYLAWS OF

NEW INTERVAL INTERNATIONAL, INC.

ARTICLE I - OFFICES

The principal office of the Corporation shall be established and maintained at 7000 S.W. 62nd Avenue, Suite 306 in the City of South Miami County of Dade State of Florida. The Corporation may also have offices at such places within or without the State of Florida as the board may from time to time establish.

ARTICLE II - SHAREHOLDERS

1.MEETINGS

The annual meeting of the Shareholders of this Corporation shall be held on the              day of April of each year or at such other time and place designated by the Board of Directors of the Corporation. Business transacted at the annual meeting shall include the election of Directors of the Corporation and all other matters properly before the Board. If the designated day shall fall on a Sunday or legal holiday, then the meeting shall be held on the first business day thereafter.

2.SPECIAL MEETINGS

Special meetings of the Shareholders shall be held when directed by the President or the Board of Directors, or when requested in writing by the holders of not less than 10% of all the shares entitled to vote at the meeting. A meeting requested by Shareholders shall be called for a date not less than 10 nor more than 60 days after the request is made unless the Shareholders requesting the meeting designate a later date. The call for the meeting shall be issued by the Secretary, unless the President, Board of Directors, or Shareholders requesting the meeting shall designate another person to do so.

3.PLACE

Meetings of Shareholders shall be held at the principal place of business of the Corporation or at such other place as may be designated by the Board of Directors.

4.NOTICE

Written notice to each Shareholder entitled to vote stating the place, day and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than 10 nor more than 60 days before the meeting. If any Stockholder shall transfer his stock after notice, it shall not be necessary to notify the transferee. Any Stockholder may waive notice of any meeting either before, during or after the meeting.

5.QUORUM

The majority of the Shares entitled to vote, represented in person or by Proxy, shall constitute a Quorum at a meeting of Shareholders, but in no event shall a Quorum consist of less than 1/3 of the shares entitled to vote at the meeting.

After a Quorum has been established at a Shareholders meeting, the subsequent withdrawal of Shareholders, so as to reduce the number of shares entitled to vote at the meeting below the number required for a Quorum, shall not effect the validity of any action taken at the meeting or any adjournment thereof.

6.PROXY

Every Shareholder entitled to vote at a meeting of Shareholders, or to express consent or dissent without a meeting, or his duly authorized attorney-in-fact, may authorize another person or persons to act for him by Proxy. The Proxy must be signed by the Shareholder or his attorney-in-fact. No Proxy shall be valid after the expiration of eleven months from the date thereof, unless otherwise provided in the Proxy.

ARTICLE III - DIRECTORS

1.BOARD OF DIRECTORS

The business of the Corporation shall be managed and its corporate powers exercised by a Board of four Directors, each of whom shall be of full age. It shall not be necessary for Directors to be Stockholders.

2.ELECTION AND TERM OF DIRECTORS

Directors shall be elected at the annual meeting of Stockholders and each Director elected shall hold office until his successor has been elected and qualified, or until his prior resignation or removal.

3.VACANCIES

If the office of any Director, member of a committee or other officer becomes vacant, the remaining Directors in office, by a majority vote, may appoint any qualified person to fill such vacancy, who shall hold office for the unexpired term and until his successor shall be duly chosen.

4.REMOVAL OF DIRECTORS

Any or all of the Directors may be removed with or without cause by vote of a majority of all of the stock outstanding and entitled to vote at a special meeting of Stockholders called for that purpose.

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5.NEWLY CREATED DIRECTORSHIPS

The number of Directors maybe increased by amendment of these By-Laws, by the affirmative vote of a majority in interest of the Stockholders, at the annual meeting or at a special meeting called for that purpose, and by like vote the additional Directors may be chosen at such meeting to hold office until the next annual election and until their successors are elected and qualify.

6.RESIGNATION

A Director may resign at any time by giving written notice to the Board, the President or the Secretary of the Corporation. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof by the Board of such officer, and the acceptance of the resignation shall not be necessary to make it effective.

7.QUORUM OF DIRECTORS

A majority of the Directors shall constitute a quorum for the transaction of business. If at any meeting of the board there shall be less than a quorum present, a majority of those present may adjourn the meeting from time to time until a quorum is obtained, and no further notice thereof need be given other than by announcement at the meeting which shall be so adjourned.

8.PLACE AND TIME OF BOARD MEETINGS

The board may hold its meeting at the office of the Corporation or at such other places, either within or without the State of Florida as it may from time to time determine.

9.NOTICE OF MEETINGS OF TEE BOARD

A regular annual meeting of the Board may be held without notice at such time and place as it shall from time to time determine. Special meetings of the Board shall be held upon notice to the Directors and may be called by the President upon three days notice to each Director either personally or by mail or by wire; special meetings shall be called by the President or by the Secretary in a like manner on written request of two Directors. Notice of a meeting need not be given to any Director who submits a waiver of notice whether before or after the meeting or who attends the meeting without protesting prior thereto or at its commencement, the lack of notice to him.

10.REGULAR ANNUAL MEETING

A regular annual meeting of the Board shall be held immediately following the annual meeting of Stockholders at the place of such annual meeting of Stockholders.

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11.EXECUTIVE AND OTHER COMMITTEES

The Board, by resolution, may designate two or more of their members to any committee.  To the extent provided in said resolution or these By-Laws, said committee may exercise the powers of the Board concerning the management of the business of the Corporation.

12.COMPENSATION

No compensation shall be paid to Directors, as such, for their services, but by resolution of the Board, a fixed sum and expenses for actual attendance, at each regular or special meeting of the Board may be authorized. Nothing herein contained shall be construed to preclude any Director from serving the Corporation in any other capacity and receiving compensation therefor.

ARTICLE IV - OFFICERS

1.OFFICERS, ELECTION AND TERM

a)The Board may elect or appoint a Chairman, a President, one or more Vice Presidents, a Secretary and a Treasurer, and such other officers as it may determine, who shall have such duties and powers as hereinafter provided.

b)All officers shall be elected or appointed to hold office until the meeting of the Board following the next annual meeting of Stockholders and until their successors have been elected or appointed and qualified.

c)Any two or more offices maybe held by the same person.

2.REMOVAL, RESIGNATION, SALARY, ETC.

a)Any officer elected or appointed by the Board may be removed by the Board with or without cause.

b)In the event of the death, resignation or removal of an officer, the Board in its discretion may elect or appoint a successor to fill the unexpired term.

c)Any officer elected by the Shareholders may be removed only by vote of the Shareholders unless otherwise provided by the Shareholders.

d)The salaries of all officers shall be fixed by the Board.

e)The Directors may require any Officer to give security for the faithful performance of his duties.

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3.DUTIES

The officers of this Corporation shall have the following duties:

The President shall be the chief executive officer of the Corporation, shall have general and active management of the business and affairs of the Corporation subject to the directions of the Board of Directors, and shall preside at all meetings of the Shareholders and Board of Directors.

The Secretary shall have custody of, and maintain all of the corporate records except the financial records; shall record the minutes of all meetings of the Shareholders and Board of Directors, send all notices of all meetings and perform such other duties as may be prescribed by the Board of Directors or the President.

The Treasurer shall have custody of all corporate funds and financial records, shall keep full and accurate accounts of receipts and disbursements and render accounts thereof at the annual meetings of Shareholders and whenever else required by the Board of Directors or the President, and shall perform such other duties as may be prescribed by the Board of Directors or the President.

4.REMOVAL OF OFFICERS

An officer or agent elected or appointed by the Board of Directors may be removed by the Board whenever in its judgment, the best interests of the Corporation will be served thereby.

Any vacancy in any office may be filled by the Board of Directors.

ARTICLE V - STOCK CERTIFICATES

1.ISSUANCE

Every holder of shares in this Corporation shall be entitled to have a certificate representing all shares of which he is entitled. No certificate shall be issued for any share until such share is full paid.

2.FORM

Certificates representing shares in this Corporation shall be signed by the President or Vice President and the Secretary or an Assistant Secretary and may be sealed with the seal of this Corporation or a facsimile thereof.

3.TRANSFER OF STOCK

The Corporation shall register a stock certificate presented to it for transfer if the certificate is properly endorsed by the holder of record or by his duly authorized attorney.

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4.LOST, STOLEN OR DESTROYED CERTIFICATES

If the Shareholder shall claim to have lost or destroyed a certificate of shares issued by the Corporation, a new certificate shall be issued upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed, and at the discretion of the Board of Directors, upon the deposit of a bond or other indemnity in such amount and with such sureties, if any, as the Board may reasonably require.

ARTICLE VI - BOOKS AND RECORDS

1.BOOKS AND RECORDS

This Corporation shall keep correct and complete books and records of account and shall keep minutes of the proceedings of its Shareholders, Board of Director and committees of Directors.

This Corporation shall keep at its registered office or principal place of business a record of its Shareholders, giving the names and addresses of all Shareholders and the number of the shares held by each.

Any books, records and minutes may be in written form or in any other form capable of being converted into written form within a reasonable time.

2.SHAREHOLDERS’ INSPECTION RIGHTS

Any person who shall have been a holder of record or shares or of voting trust certificates therefor at least six months immediately preceding his demand or shall be the holder of record of, or the holder of record of voting trust certificates for, at least five percent of the outstanding shares of the Corporation, upon written demand stating the purpose thereof, shall have the right to examine, in person or by agent or attorney, at any reasonable time, for any proper purpose, its relevent books and records of accounts, minutes and records of Shareholders and to make extracts therefrom.

3.FINANCIAL INFORMATION

Not later than four months after the close of each fiscal year, this Corporation shall prepare a balance sheet showing in reasonable detail the financial condition of the Corporation as of the close of its fiscal year, and a profit and loss statement showing the results of the operations of the Corporation during its fiscal year.

Upon the written request of any Shareholder or holder of voting trust certificates for shares of the Corporation, the Corporation shall mail to each Shareholder or holder of voting trust certificates a copy of the most recent such balance sheet and profit and loss statement.

The balance sheets and profit and loss statements shall be filed in the registered office of the Corporation of this state, shall be kept for at least five years, and shall be subject to inspection during business hours by any Shareholder or holder of voting trust certificates, in person or by agent.

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ARTICLE VII - DIVIDEND

The Board may out of funds legally available therefor, at any regular or special meeting, declare dividends upon the capital stock of the Corporation as and when it deems expedient. Before declaring any dividend there may be set apart out of any funds of the Corporation available for dividends, such sum or sums as the Board from time to time in their discretion deem proper for working capital or as a reserve fund to meet contingencies or for equalizing dividends or for such other purposes as the Board shall deem conducive to the interests of the Corporation.

ARTICLE VIII - CORPORATE SEAL

The seal of the Corporation shall be circular in form and bear the name of the Corporation, the year of its organization and the words “CORPORATE SEAL, FLORIDA.” The seal maybe used by causing it to be impressed directly on the instrument or writing to be sealed, or upon adhesive substance affixed thereto. The seal on the certificates for shares or on any corporate obligation for the payment of money may be facsimile, engraved or printed.

ARTICLE IX - EXECUTION

All corporate instruments and documents shall be signed or countersigned, executed, verified or acknowledged by such officer or officers or other person or persons as the Board may from time to time designate.

ARTICLE X - FISCAL YEAR

The fiscal year shall begin the first day of January in each year.

ARTICLE XI – NOTICE AND WAIVER OF NOTICE

Whenever any notice is required by these By-Laws to be given, personal notice is not meant unless expressly so stated, and any notice so required shall be deemed to be sufficient if given by depositing the same in the post office box in a sealed post-paid wrapper, addressed to the person entitled thereto at his last known post office address, and such notice shall be deemed to have been given on the day of such mailing. Stockholders not entitled to vote shall not be entitled to receive notice of any meetings except as otherwise provided by Statute.

Whenever any notice is required to be given under the provisions of any law, or under the provisions of the Certificate of Incorporation of the Corporation, or these By-Laws, a waiver thereof in writing, signed by the person  or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

ARTICLE XII - CONSTRUCTION

Whenever a conflict arises between the language of these By-Laws and the Certificate of Incorporation, the Certificate of Incorporation shall govern.

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ARTICLE XIII - BUSINESS

1.CONDUCT OF BUSINESS WITHOUT MEETINGS

Any action of the Stockholders, Directors and committee may be taken without a meeting if consent in writing, setting forth the action so taken, shall be signed by all persons who would be entitled to vote on such action at a meeting and filed with the Secretary of the Corporation as part of the proceedings of the Stockholders, Directors or committees as the case may be.

2.MANAGEMENT BY STOCKHOLDER

In the event the Stockholders are named in the Articles of Incorporation and are empowered therein to manage the affairs of the Corporation in lieu of Directors, the Stockholders of the Corporation shall be deemed Directors for the purposes of these By-Laws and wherever the words “directors”, “board of directors” or “board” appear in these By-Laws those words shall be taken to mean Stockholders.

The Shareholders may, by majority vote, create a board of directors to manage the business of the Corporation and exercise its corporate powers.

ARTICLE XIV - AMENDMENTS

These By-Laws may be altered or repealed and By-Laws may be made at any annual meeting of the Stockholders or at any special meeting thereof if notice of the proposed alteration or repeal to be made be contained in the notice of such special meeting, by the affirmative vote of a majority of the stock issued and outstanding and entitled to vote thereat, or by the affirmative vote of a majority of the board at any regular meeting of the board or at any special meeting of the board if notice of the proposed alteration or repeal to be made, be contained in the notice of such special meeting.

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AMENDMENTS TO BY-LAWS OF
NEW INTERVAL INTERNATIONAL, INC.

Amended on 12/30/87

Article II - - Shareholders

1.Meetings

RESOLVED, the annual meeting of the Shareholders of this Corporation shall be held during the month of December of each year on the particular day to be designated by the Board of Directors, or at such other time and place as is designated by the Board of Directors of the Corporation.

Amended on 1/24/91

2.Special Meetings

RESOLVED, that the Shareholders and members of the Board of Directors of the Corporation may participate in Shareholder and/or Board of Director meetings through the use of a conference telephone or similar communications equipment by means of which all persons participating in the meetings can hear each other at the same time. Participation by such means shall constitute presence in person at a meeting.

Amended 8/7/89

Article III - - Directors

1.Board of Directors

RESOLVED, that pursuant to the authority of Article XIV of the By-Laws of the Corporation, Article III, Section 1 of the By-Laws shall be amended to provide that the Board be comprised of nine Directors.

7.Quorum of Directors

Amended 6/20/88

RESOLVED, seventy (70%) percent of the Directors shall constitute a quorum for the transaction of business.

Article XV - - Indemnification of Directors, Officers and Any Others

Amended 1/24/91

RESOLVED, that the Corporation shall indemnify any person who was or is a party, or is threatened to be a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), and whether or not brought by or in the right of the Corporation, by reason of the fact that he

9

or she is or was a Director, Officer or employee retained to provide legal counsel to the Corporation or is or was serving at the request of the Corporation as a Director, Officer or legal counsel of another corporation, partnership, joint venture, trust or other enterprise (the “Indemnified Person”), shall be indemnified against judgments, fines, amounts paid in settlement and expenses, including attorneys’ fees, actually and reasonably incurred by the Indemnified Person as a result of such Proceeding, or any appeal therein, if such Indemnified Person acted in good faith in a manner the Indemnified Person reasonably believed to be within the scope of his or her authority and in the best interest of the Corporation and, in any criminal action or proceeding, without reasonable grounds for belief that such action was unlawful. The termination of any such Proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent shall not, of itself create a presumption that any Indemnified Person did not act in good faith in the reasonable belief that such action was in the best interest of the Corporation, and with respect to any criminal action or proceeding that he or she did not have reasonable grounds to believe that such action was unlawful; and be it

FURTHER RESOLVED, that indemnification hereunder shall continue as to a person who has ceased to be a Director, Officer or legal counsel, and shall inure to the benefit of the heirs, personal representatives and administrators of such person. The foregoing rights of indemnification shall not be deemed exclusive of any other rights to which any such person may otherwise be entitled apart from this By-Law; and be it

FURTHER RESOLVED, that costs, charges and expenses (including attorneys’ fees) incurred by an officer, director or employee who is an Indemnified Person in defending a Proceeding may, at the option of the Board of Directors, be paid by the Corporation to the fullest extent permitted or authorized by current or future legislation or current or future judicial or administrative decisions in advance of the final disposition of such Proceeding, upon receipt of an undertaking by or on behalf of the Indemnified Person to repay all amounts so advanced in the event that it shall ultimately be determined that such person is not entitled to be indemnified by the Corporation as authorized in this resolution and upon such other terms and conditions as the Board of Directors may deem appropriate. The Corporation may, upon approval of the Indemnified Person, authorize the Corporation’s counsel to represent such person in any Proceeding, whether or not the Corporation is a party to such Proceeding. Such authorization shall be made by the Board of Directors by majority vote, including Directors who are parties to such Proceeding; and be it

FURTHER RESOLVED, that the Board of Directors may, but is not obligated to, authorize the purchase and maintenance of insurance on behalf of any person who is or was a Director, Officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a Director, Officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him or her and incurred by him or her in any such capacity or arising out of his status as such, whether or not the Corporation would have the power to indemnify him or her against such liability under the provisions of this By-Law.

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EX-3.15

Exhibit 3.15

ARTICLES OF INCORPORATION
OF
INTERVAL INTERNATIONAL HOLDINGS, INC.

The undersigned, acting as incorporator of INTERVAL INTERNATIONAL HOLDINGS, INC. under the Florida Business Corporation Act, adopts the following Articles of Incorporation.

ARTICLE I

NAME

The name of the corporation is: INTERVAL INTERNATIONAL HOLDINGS, INC.

ARTICLE II

DURATION

The duration of the Corporation will be perpetual.

ARTICLE III

PURPOSE

The general purpose or purposes for which the Corporation is organized is to transact any and all lawful businesses for which a corporation may be incorporated under the Florida Business Corporation Act.

ARTICLE IV

PRINCIPAL OFFICE

The principal office of the Corporation shall be:

6262 Sunset Drive, PH1, Miami, Florida 33143

ARTICLE V

AUTHORIZED SHARES

The maximum number of shares of that the Corporation is authorized to issue is Ten Thousand (10,000) shares of Common Stock without par value.

ARTICLE VI

INITIAL REGISTERED OFFICE AND AGENT

The street address of the initial registered office of the corporation is 6262 Sunset Drive, PH 1, Miami, FL 33143, and the name of the Corporation’s initial registered agent at that address is Jeanette E. Marbert, Esq.

ARTICLE VII

INITIAL BOARD OF DIRECTORS

The corporation shall have two (2) directors initially. The number of directors may be increased or diminished from time to time, as provided in the Bylaws. The name and addresses of the directors are:

Name	Address
Craig M. Nash	6262 Sunset Dr., PH1, Miami, FL 33143
Paul W. Rishell	6262 Sunset Dr., PH1, Miami, FL 33143

ARTICLE VIII

INCORPORATOR

The name and street address of the incorporator is:

Name	Address
Jennifer A. West	6262 Sunset Dr., PH1, Miami, FL 33143

ARTICLE IX

INDEMNIFICATION

To the extent permitted by law, the Corporation shall indemnify any person who was or is a party to any proceeding by reason of the fact that he is or was a director, officer, employee, or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust or other enterprise against liability incurred in connection with such proceeding, including any appeal thereof, if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the Corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The Corporation shall reimburse each person for all costs and expenses, including attorneys’ fees, reasonably incurred by him in connection with any such liability in the manner provided for by law or in accordance with the Corporation’s Bylaws.

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The rights accruing to any person under the foregoing provision shall not exclude any other right to which he may be lawfully entitled, nor shall anything therein contain or restrict the right of the Corporation to indemnify or reimburse such person in any proper case even though not specifically provided for herein.

IN WITNESS WHEREOF, the undersigned incorporator has executed these Articles of Incorporation this 23rd day of February, 1995.

           /s/ Jennifer A. West

Jennifer A. West, Incorporator

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ACCEPTANCE OF APPOINTMENT AS REGISTERED AGENT

Having been designated as registered agent for Interval International Holdings, Inc. in the foregoing Articles of Incorporation, I, Jeanette E. Marbert, accept the appointment as registered agent and hereby agree to accept service of process for said corporation and to comply with all statutes relative to the complete and proper performance of the duties of a registered agent. I am familiar with and accept the obligations of my position as registered agent.

/s/ Jeanette E. Marbert

Jeanette E. Marbert

2/23/95

Date

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EX-3.16

Exhibit 3.16

BY LAWS

OF

INTERVAL INTERNATIONAL HOLDINGS, INC.
a Florida corporation

ARTICLE I.  MEETINGS OF SHAREHOLDERS

Section 1.              Annual Meeting.  The annual meeting of the shareholders of the corporation for the election of directors and the transaction of such other business as may properly come before the meeting shall be held during the month following the close of each fiscal year, at a time and place to be determined by the president or board of directors. If the annual meeting is not held, by oversight or otherwise, a special meeting shall be held as soon as practical, and any business transacted or election held at that meeting shall be as valid as if transacted or held at the annual meeting.

Section 2.              Special Meetings.  Special meetings of the shareholders for any purpose shall be held when called by the president or the board of directors or when requested in writing by the holder or holders of not less than ten percent of all the shares entitled to vote at the meeting. A meeting requested by the Shareholders shall be called for a date not less than ten nor more than sixty days after the request is made, unless the shareholders requesting the meeting designate a later date. The secretary shall issue the call for the meeting, unless the president, the board of directors, or the shareholders requesting the meeting designate another person to do so. The shareholders at a special meeting may transact only business that is related to the purposes stated in the notice of the meeting.

Section 3.              Place.  Meetings of shareholders may be held either within or outside the State of Florida.

Section 4.              Notice.  A written notice of each meeting of shareholders, stating the place, day, and time of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered to each shareholder of record entitled to vote at the meeting, not less than ten nor more than sixty days before the date set for the meeting, either personally or by first class mail, by or at the direction of the president, the secretary, or the officer or other persons calling  the meeting. If mailed, the notice is effective when it is deposited in the United States mail, postage prepaid, addressed to the shareholder at his address as it appears on the records of the corporation. This notice shall be sufficient for that meeting and any adjournment of the meeting if the time and place to which the meeting is adjourned are announced at the meeting at which the adjournment is taken and if after adjournment, the board does not fix a new record date for the adjourned meeting. If any shareholder transfers any of his stock after notice is given, it shall not be necessary to notify the transferee.

Section 5.              Waivers of Notice. Whenever any notice is required to be given to any shareholder of the corporation under these bylaws, the articles of incorporation, or the Florida General Corporation Act, a written waiver of notice signed at any time by the person entitled to

that notice shall be equivalent to giving the notice. Attendance by a shareholder entitled to vote at a meeting, in person or by proxy, constitutes a waiver of notice of the meeting, except when the shareholder attends a meeting for the purpose, expressed at the beginning of the meeting, of objecting to the transaction of any business because the meeting is not lawfully called or convened.

Section 6.              Closing of Transfer Rooks or Fixing of Record Date.  For the purpose of determining shareholders entitled to payment of any dividend or to receive notice of or to vote at any meeting of shareholders or any adjournment of any meeting or in order to make a determination of shareholders for any other purpose, the board of directors may provide that the stock transfer books shall be closed for a period not to exceed sixty days. If the stock transfer books are closed for the purpose of determining shareholders entitled to notice or to vote at a meeting of shareholders, they shall be closed for at least ten days immediately preceding that meeting. Instead of closing the stock transfer books, the board of directors may fix in advance a date as the record date for the determination of shareholders, but that date shall never be more than sixty days nor, in case of a meeting of shareholders, less than ten days prior to the date on which the action requiring the determination of shareholders, the date on which either notice of the meeting is mailed or the resolution of the board of directors declaring a dividend or authorizing the action that requires a determination of shareholders is adopted shall be the record date for the determination of shareholders. When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, the determination shall apply to any adjournment of the meeting, unless the board of directors fixes a new record date for the adjourned meeting.

Section 7.              Voting Record.  At least ten days before each meeting of shareholders, the officer or agent having charge of the stock transfer books for shares of the corporation shall make a complete list of the shareholders entitled to vote at the meeting or any adjournment of the meeting, stating each shareholder’s address and the number, class, and series of shares that he holds. This list shall be kept on file for ten days before the meeting at the corporation’s registered office or principal place of business or at the office of its transfer agent or registrar, and any shareholder may inspect the list anytime during usual business hours. The list also shall be produced and kept open at the time and place of the meeting, and any shareholder may inspect it anytime during the meeting.

If the requirements of this section have not been substantially complied with, the meeting shall be adjourned upon the demand of any shareholder, in person or by proxy, until the requirements are complied with. If no demand is made, failure to comply with the requirements of this section does not affect the validity of any action taken at the meeting.

Section 8.              Shareholder Quorum and Voting.  A majority of the shares entitled to vote, represented in person or by proxy, constitutes a quorum at a meeting of shareholders. When an item of business must be voted on by a class or series of stock, a majority of the shares of that class or series constitutes a quorum for the transaction of that business by that class or series.

If a quorum is present, the affirmative vote of the majority of the shares represented at the meeting and entitled to vote on the matter is the act of the shareholders unless otherwise provided by law.

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After a quorum has been established at a shareholders’ meeting, a withdrawal of shareholders that reduces the number of shareholders entitled to vote at the meeting below the number required for a quorum does not affect the validity of any action taken at or adjournment of the meeting.

Section 9.              Voting of Shares.  Every shareholder entitled to vote at a meeting of shareholders is entitled, upon each proposal presented to the meeting, to one vote for each share of voting stock recorded in his name on the books of the corporation on the record date fixed as provided in Article I, Section 6 of these bylaws. A shareholder may vote either in person or by proxy executed in writing by the shareholder or his duly authorized attorney-in-fact. Treasury shares, shares of stock of this corporation owned by another corporation the majority of the voting stock of which is owned or controlled by this corporation, and shares of this corporation that it holds in a fiduciary capacity shall not be voted, directly or indirectly, at any meeting and shall not be counted in determining the total number of outstanding shares.

The chairman of the board, the president, any vice president, the secretary, and the treasurer of a corporate shareholder, in that order, are presumed to possess authority to vote shares standing in the name of the corporate shareholder in the absence of a bylaw or other instrument of the corporate shareholder designating some other officer, agent, or proxy to vote the shares. Proof of that designation shall be made by presentation of a certified copy of the bylaws or other instrument of the corporate shareholder.

Shares held by an administrator, executor, guardian, or conservator may be voted by him, either in person or by proxy, without a transfer of those shares into his name. A trustee may vote, either in person or by proxy, shares standing in his name, but no trustee may vote any shares that are not transferred into his name. If he is authorized to do so by an appropriate order of the court by which he was appointed, a receiver may vote shares standing in his name or held by or under his control without a transfer of those shares into his name. A shareholder whose shares are pledged may vote those shares until the shares have been transferred into the name of the pledgee, and thereafter the pledgee or his nominee shall be entitled to vote the shares transferred, unless the instrument creating the pledge provides otherwise.

Section 10.            Proxies. A shareholder entitled to vote at a meeting of shareholders or to express consent or dissent without a meeting or a shareholder’s duly authorized attorney-in-fact may authorize one or more persons to act for him by proxy. To be effective, a proxy must be signed by the shareholder or his attorney-in-fact. A proxy granting authority to vote shares that are registered in the names of multiple owners is effective only if each record owner signs it. A proxy is not valid after eleven months from its date unless it provides otherwise. A proxy is revocable at the pleasure of the shareholder executing it, except as otherwise provided by law. A proxy holder’s authority to act is not revoked by the incompetence or death of the shareholder who executed the proxy unless, before the authority is exercised, the corporate officer responsible for maintaining the list of shareholders receives written notice of an adjudication of incompetence or death.

If a proxy for the same shares confers authority on two or more persons and does not otherwise indicate how the shares should be voted, a majority of those proxies who are present at the meeting (or a single proxy holder if only one is present) may exercise all the powers

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conferred by the proxy, but if the proxy holders present at the meeting are equally divided as to the manner of voting in any case, the voting of the shares subject to the proxy shall be prorated. If a proxy expressly provides, the proxy holder may appoint in writing a substitute to act in his place.

Section 11.            Action by Shareholders Without a Meeting.  Any action required by law, these bylaws, or the articles of incorporation of this corporation to be taken at an annual or special meeting of shareholders of the corporation or any action that may be taken at any annual or special meeting of the shareholders may be taken without a meeting, without prior notice, and without a vote, if a written consent, setting forth the action taken, is signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take that action at a meeting at which all shares entitled to vote on the matter were present and voted. All shareholders need not sign the same document. If any class of shares is entitled to vote as a class, written consent required is of both (a) the holders of a majority of the shares of each class of shares entitled to vote as a class, and (b) the total shares entitled to vote on the matter.

Within ten days after the shareholders authorize an action by written consent, written notice shall be given to the shareholders who did not consent. The notice shall fairly summarize the material features of the authorized action and, if the action is a merger, consolidation, or sale or exchange of assets for which dissenters’ rights are provided under the Florida General Corporation Act, the notice shall contain a clear statement of the right of the dissenting shareholders to be paid the fair value of their shares upon compliance with the other provisions of the Act concerning the rights of dissenting shareholders.

Section 12.            Voting Trusts.  Any number of shareholders of this corporation may create a voting trust in the manner provided by law for the purpose of conferring upon the trustee or trustees the right to vote or otherwise represent their shares. When the counterpart of a voting trust agreement and a copy of the record of the holders of voting trust certificates are deposited with the corporation as provided by law, those documents shall be subject to the same right of examination by a shareholder of the corporation, in person or by agent or attorney, as are the books and records of the corporation, and the counterpart and the copy of the record shall be subject to examination by any holder of record of voting trust certificates, either in person or by agent or attorney, at any reasonable time for any proper purpose.

Section 13.            Shareholders Agreements.  Two or more shareholders of this corporation may enter into an agreement providing for the exercise of voting rights in the manner provided in the agreement or relating to any phase of the affairs of the corporation, in the manner and to the extent provided by law. The agreement shall not impair the right of this corporation to treat a shareholder of record as entitled to vote the shares as standing in his name.

ARTICLE II.  DIRECTORS

Section 1.              Function.  The business of this corporation shall be managed and its corporate powers exercised by the board of directors.

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Section 2.              Number.  The corporation shall have two directors initially. The number of directors may be increased or decreased from time to time by the holders of a majority of the outstanding shares of the corporation at any regular or special meeting of shareholders, but no decrease shall have the effect of shortening the term of an incumbent director (unless the shareholders remove the director), nor shall there ever be less than two directors.

Section 3.              Qualification.  Each director must be an adult, but need not be a resident of Florida or a shareholder of the corporation.

Section 4.              Election and Term.  Each person named in the articles of incorporation as a member of the initial board of directors shall hold office until the first annual meeting of shareholders and until his successor has been elected and qualified or until his earlier death, resignation, or removal from office. At each annual meeting of shareholders, the shareholders shall elect directors to hold office until the next annual meeting. Each director shall hold office for the term for which he is elected and until is successor has been elected and qualified of until his earlier death, resignation, or removal from office.

Section 5.              Compensation.  The board of directors has authority to fix the compensation of the directors as directors and as officers.

Section 6.              Duties of Directors. A director shall perform his duties as a director, including his duties as a member of any committee of the board upon which he serves, in good faith, in a manner he reasonably believes to be in the best interests of the corporation, and with such care as an ordinarily prudent person in a similar position would use under similar circumstances.

In performing his duties, a director may rely on information, opinions, reports, or statements, including financial statements and other financial data, prepared or presented by the following:

(a)           one or more officers or employees of the corporation whom the director reasonably believes to be reliable and competent in the matters presented;

(b)           counsel, public accountants, or other persons as to matters that the director reasonably believes to be within that person’s professional or expert competence; or

(c)           a committee of the board upon which he does not serve and which he reasonably believes to merit confidence, as to matters within the authority designated by it by the articles of incorporation or the bylaws.

A director shall not be considered as acting in good faith if he has knowledge concerning the matter in question that would cause the reliance described above to be unwarranted. A person who performs his duties in compliance with this section shall have no liability because of his being or having been a director of the corporation.

Section 7.              Presumption of Assent.  A director of the corporation who is present at a meeting of the board of directors at which action on any corporate matter is taken is presumed to

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have assented to the action unless he votes against it or expressly abstains from voting on it. The secretary of the meeting shall record each abstention in the minutes of the meeting.

Section 8.              Vacancies.  Unless filled by the shareholders, any vacancy occurring in the board of directors, including any vacancy created by an increase in the number of directors, may be filled by the affirmative vote of a majority of the remaining directors, even though it is less than a quorum of the board of directors. A director elected to fill a vacancy shall hold office only until the next election of directors by the shareholders.

Section 9.              Removal of Directors.  At a meeting of shareholders called for that purpose, the shareholders, by a vote of the holders of a majority of the shares entitled to vote at an election of directors, may remove any director or the entire board of directors, with or without cause, and fill any vacancies created by the removal.

Section 10.            Quorum and Voting.  A majority of the full board of directors constitutes a quorum for the transaction of business. The act of the majority of the directors present at a meeting at which a quorum is present is the act of the board of directors.

Section 11.            Executive and Other Committees.  The board of directors, by resolution adopted by a majority of the full board of directors, may designate from among its members an executive committee and one or more other committees, each of which, to the extent provided in the resolution, shall have and may exercise all the authority of the board of directors, except that no committee shall have the authority to:

(a)           approve or recommend to shareholders actions or proposals required by law to be approved by shareholders,

(b)           designate candidates for the office of director, for purposes of proxy solicitation or otherwise,

(c)           fill vacancies on the board of directors or any committee of the board,

(d)           amend the bylaws,

(e)           authorize or approve the reacquisition of shares unless pursuant to a general formula or method specified by the board of directors, or

(f)            authorize or approve the issuance or sale of shares or any contract to issue or sell shares, or designate the terms of a series or class of shares, except as may be provided by the Florida General Corporation Act.

The board of directors, by resolution adopted according to this section, may designate one or more directors as alternate members of any committee, who may act in the place of any absent member at any meeting of that committee.

Section 12.            Place of Meetings.  Regular and special meetings by the board of directors may be held within or outside the State of Florida.

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Section 13.            Regular Meetings.  A regular meeting of the board of directors shall be held without notice other than this bylaw immediately after, and at the same place as, the annual meeting of shareholders. The board of directors may provide, by resolution, the time and place for the holding of additional regular meetings without notice other than that resolution.

Section 14.            Special Meetings.  Special meetings of the board of directors may be called by or at the request of the president or any director.

Section 15.            Notice of Meetings.  Written notice of the time and place of special meetings of the board of directors shall be given to each director by either personal delivery or first-class United States mail, telegram, or cablegram at least two days before the meeting.

Notice of a meeting of the board of directors need not be given to any director who signs a waiver of notice before, during, or after the meeting. Attendance of a director at a meeting constitutes a waiver of notice of that meeting and waiver of all objections to the time and place of the meeting, and the manner in which it was called or convened, except when the director attends the meeting solely to object, at the beginning of the meeting, to the transaction of business because the meeting is not lawfully called or convened.

Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the board of directors need be specified in the notice or waiver of notice of that meeting.

A majority of the directors present, whether or not a quorum exists, may adjourn any meeting of the board of directors to another time and place. Notice of any adjourned meeting shall be given to the directors who were not present at the time of the adjournment and, unless the time and place of the adjourned meeting are announced at the time of the adjournment, to the other directors.

Section 16.            Method of Meeting.  Members of the board of directors may participate in a meeting of the board by means of a conference telephone or similar communications equipment by which all persons participating in the meeting can hear each other at the same time. Participation by such means constitutes presence in person at a meeting.

Section 17.            Action Without a Meeting.  Any action required to be taken at a meeting of the directors, or any action that may be taken at a meeting of the directors or a committee of the directors, may be taken without a meeting if a written consent, setting forth the action to be taken and signed by all the directors or committee members, is filed in the minutes of the proceedings of the board or the committee before the action is taken. All directors need not sign the same document. A unanimous, written consent has the same effect as a unanimous vote.

Section 18.            Director Conflicts of Interest.  No contract or other transaction between this corporation and one or more of its directors or any other corporation, firm, association or entity in which one or more of the directors are directors or officers or are financially interested, shall be either void or voidable because of that relationship or interest or because the director or directors are present at the meeting of the board of directors or a committee that authorizes, approves, or ratifies the contract or transaction or because his or their votes are counted for that purpose, if:

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(a)           The existence of the relationship or interest is disclosed or known to the board of directors or committee that authorizes, approves, or ratifies the contract or transaction by a vote or consent sufficient for the purpose, without counting the votes and consents of the interested directors; or

(b)           The existence of the relationship or interest is disclosed or known to the shareholders entitled to vote and they authorize, approve, or ratify the contract or transaction by vote or written consent; or

(c)           The contract or transaction is fair and reasonable to the corporation at the time it is authorized by the board, a committee, or the shareholders.

Common or interested directors may be counted in determining the presence of a quorum at a meeting of the board of directors or a committee that authorizes, approves, or ratifies the contract or transaction.

ARTICLE III.  OFFICERS

Section 1.              Officers.  The officers of the corporation shall consist of a president, a secretary, and a treasurer, and may include one or more vice presidents, one or more assistant secretaries, and one or more assistant treasurers. The officers shall be elected initially by the board of directors at the organization meeting of directors and, after that, at the first meeting of the board following the annual meeting of the shareholders each year. The board from time to time may elect or appoint other officers, assistant officers, and agents, who shall have such authority and perform such duties as the board prescribes. Each officer shall hold office until his successor is appointed and has qualified or until his earlier death, resignation, or removal from office. One person may hold any two or more offices. The failure to elect a president, secretary, or treasurer shall not affect the existence of the corporation.

Section 2.              President.  The president is the chief executive officer of the corporation. Subject to the directions of the board of directors, he has general and active management of the business and affairs of the corporation, may sign certificates of stock, bonds, deeds and contracts for the corporation, and shall preside at all meetings of the shareholders and board of directors.

Section 3.              Vice Presidents.  Each vice president has the powers and shall perform the duties that the board of directors or the president prescribes. Unless the board otherwise provides, if the president is absent or unable to act, the vice president who has served in that capacity for the longest time and who is present and able to act shall perform all the duties and may exercise all the powers of the president. Unless the board otherwise provides, any vice president may sign bonds, deeds, and contracts for the corporation and, with the secretary or assistant secretary, may sign certificates for shares of stock of the corporation.

Section 4.              Secretary.  The secretary shall (a) keep the minutes of the proceedings of the shareholders and the board of directors in one or more books provided for that purpose, (b) see that all notices are duly given according to the relevant provisions of these bylaws or as required by law, (c) maintain custody of the corporate records and seal, attest the signatures of officers who execute documents on behalf of the corporation, and affix the seal to all documents that are executed on behalf of the corporation under its seal, (d) keep a register of each

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shareholder’s mailing address that the shareholder furnishes to the secretary, (e) sign with the president or a vice president certificates for shares of stock of the corporation, the issuance of which has been authorized by resolution of the board of directors, (f) have general charge of the stock transfer books of the corporation, and (g) in general perform all duties incident to the office of secretary and such other duties as the president or the board of directors from time to time prescribes.

Section 5.              Treasurer.  The treasurer shall (a) have charge and custody of and be responsible for all funds and securities of the corporation, (b) receive and give receipts for all monies due and payable to the corporation and deposit all monies in the name of the corporation in the banks, trust companies, or other depositaries selected by the board of directors, and (c) in general perform all the duties incident to the office of treasurer and such other duties and the president or the board of directors from time to time assigns to him. If required by the board of directors, the treasurer shall give a bond for the faithful discharge of his duties in such sum and with such sureties as the board of directors determines.

Section 6.              Removal of Officers.  An officer or agent elected or appointed by the board of directors may be removed by the board whenever in its judgment his removal would serve the best interests of the corporation. Removal shall be without prejudice to any contract rights of the person removed. The mere appointment of any person as an officer, agent, or employee of the corporation does not create any contract rights. The board of directors may fill a vacancy in any office.

Section 7.              Salaries.  The board of directors from time to time shall fix the salaries of the officers, and no officer shall be prevented from receiving a salary merely because he is also a director of the corporation.

ARTICLE IV.  INDEMNIFICATION

Any person, or his heirs, or personal representative who is made or threatened to be made a party to any threatened, pending, or completed action or proceeding, whether civil, criminal, administrative, or investigative, because he or his testator or intestate is or was a director, officer, employee, or agent of this corporation or serves or served any other corporation or enterprise in any capacity at the request of this corporation, shall be indemnified by this corporation, and this corporation may advance his related expenses, to the full extent permitted by law. The foregoing right of indemnification or reimbursement shall not be exclusive of other rights to which the person or his heirs, or personal representative may be entitled. The corporation may, upon the affirmative vote of a majority of its board of directors, purchase insurance for the purpose of indemnifying these persons. The insurance may be for the benefit of all directors, officers, or employees.

ARTICLE V.  STOCK CERTIFICATES

Section 1.              Issuance.  Every shareholder of this corporation is entitled to have a certificate, evidencing all shares to which he is entitled. No certificate shall be issued for any share until the share is fully paid.

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Section 2.              Form.  Certificates evidencing shares in this corporation shall be signed by the president or a vice president and the secretary or an assistant secretary and may be sealed with the seal of this corporation or a facsimile of the seal.

The signatures of the foregoing officers may be facsimiles if the certificate is manually signed on behalf of a transfer agent or a registrar, other than the corporation or an employee of the corporation. If, before the certificate is issued, any officer holder who signed or whose facsimile signature has been placed on the certificate ceases to hold that office, the certificate may be issued and will be as effective as if that person were an officer at the date of issuance.

Every certificate evidencing shares that are restricted as to the sale, disposition, or other transfer shall (a) bear a legend stating that those shares are restricted as to transfer and (b) summarize, or state that the corporation will furnish to any shareholder, upon request and without charge, a full statement of, those restrictions.

Every certificate evidencing shares shall state on its face (a) the name of the corporation, (b) that the corporation is organized under the laws of Florida, (c) the name of the person or persons to whom the shares are issued, (d) the number and class of shares, (e) the designation of the series, if any, that the certificate evidences, and (f) the par value of each share evidenced by the certificate or a statement that the shares have no par value.

Section 3.              Transfer. No transfer of shares is valid against this corporation unless made in accordance with the share transfer restrictions provided in Article VI of these bylaws and until it has been registered on the corporation’s stock transfer books and the person named in the certificate as the shareholder, or his attorney-in-fact so constituted in writing, has surrendered the certificate to the corporation appropriately endorsed for transfer.

Section 4.              Lost, Stolen, or Destroyed Certificates.  The corporation may issue a new certificate in the place of any certificate previously issued if the holder of record of the corporation (a) makes proof in affidavit form that it has been lost, destroyed, or wrongfully taken, (b) requests the issuance of a new certificate before the corporation has notice that the certificate has been acquired by a purchaser for value in good faith and without notice of any adverse claim, (c) if requested by the corporation, gives bond in such form as the corporation directs, to indemnify the corporation, the transfer agent, and the registrar against any claim that may be made because of the alleged loss, destruction, or theft of a certificate, and (d) satisfies any other reasonable requirements imposed by the corporation.

ARTICLE VI.  BOOKS AND RECORDS

Section 1.              Records Required.  This corporation shall keep correct and complete books and records of account and minutes of the proceedings of its shareholders, board of directors, and committees of directors, and shall keep at its registered office or principal place of business, or at the office of its transfer agent or registrar, a record of its shareholders, giving the names and addresses of all shareholders, and the number, class and series, if any, of the shares held by each.

Section 2.              Form.  The corporation’s books, records, and minutes may be written or kept in any other form capable of being converted into writing within a reasonable time.

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Section 3.              Inspection. Upon written demand, stating his purpose, any person who has been a holder of record of either shares or voting trust certificates representing shares of this corporation for at least six months immediately preceding his demand or who is the holder of record of, or the holder of record of voting certificates for, at least five percent of the outstanding shares of any class or series of this corporation may examine, in person or by agent or attorney, at any reasonable time for any proper purpose, its relevant minutes, books and records of accounts, and records of shareholders and make extracts from them. This right of inspection does not extend to any person who is not acting in good faith or for a proper purpose in making his demand or who, within two years, has (a) sole or offered for sale any list of shareholders or holders of voting trust certificates for shares of this or any other corporation, (b) aided or abetted any person in obtaining a list of shareholders or holders of voting trust certificates for that purpose, or (c) improperly used any information secured through any prior examination of the minutes, books and records of account, or record of shareholders or holders of voting trust certificates for shares of this or any other corporation.

Section 4.              Financial Reports.  Unless modified by resolution of the shareholders, not later than four months after the close of each fiscal year, this corporation shall prepare a balance sheet showing in reasonable detail the financial condition of the corporation as of the close of its fiscal year and a profit and loss statement showing the results of its operation during its fiscal year. These balance sheets and profit and loss statements shall be (a) filed in the registered officer of the corporation in Florida, (b) kept for at least five (5) years, and (c) subject to inspection during business hours by any shareholder or holder of voting trust certificates, in person or by agent. The corporation shall mail a copy of the most recent balance sheet and profit and loss statement to any shareholder or holder of voting trust certificates for shares of the corporation, upon his written request.

ARTICLE VII.  DIVIDENDS

The board of directors from time to time may declare, and the corporation may pay, dividends on the corporation’s outstanding shares in the manner and upon the terms and conditions provided by law.

ARTICLE  VIII. SEAL

The corporate seal shall have the name of the corporation and the word “seal” inscribed on it, and may be a facsimile, engraved, printed, or impression seal.

ARTICLE IX.  AMENDMENT

These bylaws may be repealed or amended, and additional bylaws may be adopted, by a majority vote of the full board of directors or by a vote of the holders of a majority of the issued and outstanding shares entitled to vote, but the board of directors may not amend or repeal any bylaw adopted by the shareholders if the shareholders specifically provide that the bylaw is not subject to amendment or repeal by the directors.

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EX-3.17

Exhibit 3.17

ARTICLES OF INCORPORATION
OF
INTERVAL INTERNATIONAL OVERSEAS HOLDINGS, INC.

The undersigned, acting as incorporator of INTERVAL INTERNATIONAL OVERSEAS HOLDINGS, INC. under the Florida Business Corporation Act, adopts the following Articles of Incorporation.

ARTICLE I

NAME

The name of the corporation is: INTERVAL INTERNATIONAL OVERSEAS HOLDINGS, INC.

ARTICLE II

DURATION

The duration of the Corporation will be perpetual.

ARTICLE III

PURPOSE

The general purpose or purposes for which the Corporation is organized is to transact any and all lawful businesses for which a corporation may be incorporated under the Florida Business Corporation Act.

ARTICLE IV

PRINCIPAL OFFICE

The principal office of the Corporation shall be:

6262 Sunset Drive, PH 1, Miami, Florida 33143

ARTICLE V

AUTHORIZED SHARES

The maximum number of shares of that the Corporation is authorized to issue is Ten Thousand (10,000) shares of Common Stock without par value.

ARTICLE VI

INITIAL REGISTERED OFFICE AND AGENT

The street address of the initial registered office of the corporation is 6262 Sunset Drive, PH 1, Miami, FL 33143, and the name of the Corporation’s initial registered agent at that address is Jeanette E. Marbert, Esq.

ARTICLE VII

INITIAL BOARD OF DIRECTORS

The corporation shall have two (2) directors initially. The number of directors may be increased or diminished from time to time, as provided in the Bylaws. The name and addresses of the directors are:

Name	Address
Craig M. Nash	6262 Sunset Dr., PH1, Miami, FL 33143
Paul W. Rishell	6262 Sunset Dr., PH1, Miami, FL 33143

ARTICLE VIII

INCORPORATOR

The name and street address of the incorporator is:

Name	Address
Jennifer A. West	6262 Sunset Dr., PH1 Miami, FL 33143

ARTICLE IX

INDEMNIFICATION

To the extent permitted by law, the Corporation shall indemnify any person who was or is a party to any proceeding by reason of the fact that he is or was a director, officer, employee, or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust or other enterprise against liability incurred in connection with such proceeding, including any appeal thereof, if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the Corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The Corporation shall reimburse each person for all costs and expenses, including attorneys’ fees, reasonably incurred by him in connection with any such liability in the manner provided for by law or in accordance with the Corporation’s Bylaws.

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The rights accruing to any person under the foregoing provision shall not exclude any other right to which he may be lawfully entitled, nor shall anything therein contain or restrict the right of the Corporation to indemnify or reimburse such person in any proper case even though not specifically provided for herein.

IN WITNESS WHEREOF, the undersigned incorporator has executed these Articles of Incorporation this 23rd day of February, 1995.

/s/ Jennifer A. West

Jennifer A. West, Incorporator

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ACCEPTANCE OF APPOINTMENT AS REGISTERED AGENT

Having been designated as registered agent for Interval International Overseas Holdings, Inc. in the foregoing Articles of Incorporation, I, Jeanette E. Marbert, accept the appointment as registered agent and hereby agree to accept service of process for said corporation and to comply with all statutes relative to the complete and proper performance of the duties of a registered agent. I am familiar with and accept the obligations of my position as registered agent.

/s/ Jeanette E. Marbert

Jeanette E. Marbert

2/23/95

Date

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EX-3.18

Exhibit 3.18

BY LAWS

OF

INTERVAL INTERNATIONAL OVERSEAS HOLDINGS, INC.
a Florida corporation

ARTICLE I.  MEETINGS OF SHAREHOLDERS

Section 1.  Annual Meeting. The annual meeting of the shareholders of the corporation for the election of directors and the transaction of such other business as may properly come before the meeting shall be held during the month following the close of each fiscal year, at a time and place to be determined by the president or board of directors. If the annual meeting is not held, by oversight or otherwise, a special meeting shall be held as soon as practical, and any business transacted or election held at that meeting shall be as valid as if transacted or held at the annual meeting.

Section 2.  Special Meetings. Special meetings of the shareholders for any purpose shall be held when called by the president or the board of directors or when requested in writing by the holder or holders of not less than ten percent of all the shares entitled to vote at the meeting. A meeting requested by the Shareholders shall be called for a date not less than ten nor more than sixty days after the request is made, unless the shareholders requesting the meeting designate a later date. The secretary shall issue the call for the meeting, unless the president, the board of directors, or the shareholders requesting the meeting designate another person to do so. The shareholders at a special meeting may transact only business that is related to the purposes stated in the notice of the meeting.

Section 3.  Place. Meetings of shareholders may be held either within or outside the State of Florida.

Section 4.  Notice. A written notice of each meeting of shareholders, stating the place, day, and time of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered to each shareholder of record entitled to vote at the meeting, not less than ten nor more than sixty days before the date set for the meeting, either personally or by first class mail, by or at the direction of the president, the secretary, or the officer or other persons calling  the meeting. If mailed, the notice is effective when it is deposited in the United States mail, postage prepaid, addressed to the shareholder at his address as it appears on the records of the corporation. This notice shall be sufficient for that meeting and any adjournment of the meeting if the time and place to which the meeting is adjourned are announced at the meeting at which the adjournment is taken and if after adjournment, the board does not fix a new record date for the adjourned meeting. If any shareholder transfers any of his stock after notice is given, it shall not be necessary to notify the transferee.

Section 5.  Waivers of Notice. Whenever any notice is required to be given to any shareholder of the corporation under these bylaws, the articles of incorporation, or the Florida General Corporation Act, a written waiver of notice signed at any time by the person entitled to that notice shall be equivalent to giving the notice. Attendance by a shareholder entitled to vote at a meeting, in person or by proxy, constitutes a waiver of notice of the meeting, except when

the shareholder attends a meeting for the purpose, expressed at the beginning of the meeting, of objecting to the transaction of any business because the meeting is not lawfully called or convened.

Section 6.  Closing of Transfer Books or Fixing of Record Date. For the purpose of determining shareholders entitled to payment of any dividend or to receive notice of or to vote at any meeting of shareholders or any adjournment of any meeting or in order to make a determination of shareholders for any other purpose, the board of directors may provide that the stock transfer books shall be closed for a period not to exceed sixty days. If the stock transfer books are closed for the purpose of determining shareholders entitled to notice or to vote at a meeting of shareholders, they shall be closed for at least ten days immediately preceding that meeting. Instead of closing the stock transfer books, the board of directors may fix in advance a date as the record date for the determination of shareholders, but that date shall never be more than sixty days nor, in case of a meeting of shareholders, less than ten days prior to the date on which the action requiring the determination of shareholders, the date on which either notice of the meeting is mailed or the resolution of the board of directors declaring a dividend or authorizing the action that requires a determination of shareholders is adopted shall be the record date for the determination of shareholders. When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, the determination shall apply to any adjournment of the meeting, unless the board of directors fixes a new record date for the adjourned meeting.

Section 7.  Voting Record. At least ten days before each meeting of shareholders, the officer or agent having charge of the stock transfer books for shares of the corporation shall make a complete list of the shareholders entitled to vote at the meeting or any adjournment of the meeting, stating each shareholder’s address and the number, class, and series of shares that he holds. This list shall be kept on file for ten days before the meeting at the corporation’s registered office or principal place of business or at the office of its transfer agent or registrar, and any shareholder may inspect the list anytime during usual business hours. The list also shall be produced and kept open at the time and place of the meeting, and any shareholder may inspect it anytime during the meeting.

If the requirements of this section have not been substantially complied with, the meeting shall be adjourned upon the demand of any shareholder, in person or by proxy, until the requirements are complied with. If no demand is made, failure to comply with the requirements of this section does not affect the validity of any action taken at the meeting.

Section 8.  Shareholder Quorum and VotingA majority of the shares entitled to vote, represented in person or by proxy, constitutes a quorum at a meeting of shareholders. When an item of business must be voted on by a class or series of stock, a majority of the shares of that class or series constitutes a quorum for the transaction of that business by that class or series.

If a quorum is present, the affirmative vote of the majority of the shares represented at the meeting and entitled to vote on the matter is the act of the shareholders unless otherwise provided by law.

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After a quorum has been established at a shareholders’ meeting, a withdrawal of shareholders that reduces the number of shareholders entitled to vote at the meeting below the number required for a quorum does not affect the validity of any action taken at or adjournment of the meeting.

Section 9.  Voting of Shares. Every shareholder entitled to vote at a meeting of shareholders is entitled, upon each proposal presented to the meeting, to one vote for each share of voting stock recorded in his name on the books of the corporation on the record date fixed as provided in Article I, Section 6 of these bylaws. A shareholder may vote either in person or by proxy executed in writing by the shareholder or his duly author00ized attorney-in-fact. Treasury shares, shares of stock of this corporation owned by another corporation the majority of the voting stock of which is owned or controlled by this corporation, and shares of this corporation that it holds in a fiduciary capacity shall not be voted, directly or indirectly, at any meeting and shall not be counted in determining the total number of outstanding shares.

The chairman of the board, the president, any vice president, the secretary, and the treasurer of a corporate shareholder, in that order, are presumed to possess authority to vote shares standing in the name of the corporate shareholder in the absence of a bylaw or other instrument of the corporate shareholder designating some other officer, agent, or proxy to vote the shares. Proof of that designation shall be made by presentation of a certified copy of the bylaws or other instrument of the corporate shareholder.

Shares held by an administrator, executor, guardian, or conservator may be voted by him, either in person or by proxy, without a transfer of those shares into his name. A trustee may vote, either in person or by proxy, shares standing in his name, but no trustee may vote any shares that are not transferred into his name. If he is authorized to do so by an appropriate order of the court by which he was appointed, a receiver may vote shares standing in his name or held by or under his control without a transfer of those shares into his name. A shareholder whose shares are pledged may vote those shares until the shares have been transferred into the name of the pledgee, and thereafter the pledgee or his nominee shall be entitled to vote the shares transferred, unless the instrument creating the pledge provides otherwise.

Section 10.  Proxies. A shareholder entitled to vote at a meeting of shareholders or to express consent or dissent without a meeting or a shareholder’s duly authorized attorney-in-fact may authorize one or more persons to act for him by proxy. To be effective, a proxy must be signed by the shareholder or his attorney-in-fact. A proxy granting authority to vote shares that are registered in the names of multiple owners is effective only if each record owner signs it. A proxy is not valid after eleven months from its date unless it provides otherwise. A proxy is revocable at the pleasure of the shareholder executing it, except as otherwise provided by law. A proxy holder’s authority to act is not revoked by the incompetence or death of the shareholder who executed the proxy unless, before the authority is exercised, the corporate officer responsible for maintaining the list of shareholders receives written notice of an adjudication of incompetence or death.

If a proxy for the same shares confers authority on two or more persons and does not otherwise indicate how the shares should be voted, a majority of those proxies who are present at the meeting (or a single proxy holder if only one is present) may exercise all the powers

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conferred by the proxy, but if the proxy holders present at the meeting are equally divided as to the manner of voting in any case, the voting of the shares subject to the proxy shall be prorated. If a proxy expressly provides, the proxy holder may appoint in writing a substitute to act in his place.

Section 11.  Action by Shareholders Without a Meeting. Any action required by law, these bylaws, or the articles of incorporation of this corporation to be taken at an annual or special meeting of shareholders of the corporation or any action that may be taken at any annual or special meeting of the shareholders may be taken without a meeting, without prior notice, and without a vote, if a written consent, setting forth the action taken, is signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take that action at a meeting at which all shares entitled to vote on the matter were present and voted. All shareholders need not sign the same document. If any class of shares is entitled to vote as a class, written consent required is of both (a) the holders of a majority of the shares of each class of shares entitled to vote as a class, and (b) the total shares entitled to vote on the matter.

Within ten days after the shareholders authorize an action by written consent, written notice shall be given to the shareholders who did not consent. The notice shall fairly summarize the material features of the authorized action and, if the action is a merger, consolidation, or sale or exchange of assets for which dissenters’ rights are provided under the Florida General Corporation Act, the notice shall contain a clear statement of the right of the dissenting shareholders to be paid the fair value of their shares upon compliance with the other provisions of the Act concerning the rights of dissenting shareholders.

Section 12.  Voting Trusts. Any number of shareholders of this corporation may create a voting trust in the manner provided by law for the purpose of conferring upon the trustee or trustees the right to vote or otherwise represent their shares. When the counterpart of a voting trust agreement and a copy of the record of the holders of voting trust certificates are deposited with the corporation as provided by law, those documents shall be subject to the same right of examination by a shareholder of the corporation, in person or by agent or attorney, as are the books and records of the corporation, and the counterpart and the copy of the record shall be subject to examination by any holder of record of voting trust certificates, either in person or by agent or attorney, at any reasonable time for any proper purpose.

Section 13.  Shareholders Agreements. Two or more shareholders of this corporation may enter into an agreement providing for the exercise of voting rights in the manner provided in the agreement or relating to any phase of the affairs of the corporation, in the manner and to the extent provided by law. The agreement shall not impair the right of this corporation to treat a shareholder of record as entitled to vote the shares as standing in his name.

ARTICLE II.  DIRECTORS

Section 1.  Function. The business of this corporation shall be managed and its corporate powers exercised by the board of directors.

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Section 2.  Number. The corporation shall have two directors initially. The number of directors may be increased or decreased from time to time by the holders of a majority of the outstanding shares of the corporation at any regular or special meeting of shareholders, but no decrease shall have the effect of shortening the term of an incumbent director (unless the shareholders remove the director), nor shall there ever be less than two directors.

Section 3.  Qualification. Each director must be an adult, but need not be a resident of Florida or a shareholder of the corporation.

Section 4.  Election and Term. Each person named in the articles of incorporation as a member of the initial board of directors shall hold office until the first annual meeting of shareholders and until his successor has been elected and qualified or until his earlier death, resignation, or removal from office. At each annual meeting of shareholders, the shareholders shall elect directors to hold office until the next annual meeting. Each director shall hold office for the term for which he is elected and until is successor has been elected and qualified of until his earlier death, resignation, or removal from office.

Section 5.  Compensation. The board of directors has authority to fix the compensation of the directors as directors and as officers.

Section 6.  Duties of Directors. A director shall perform his duties as a director, including his duties as a member of any committee of the board upon which he serves, in good faith, in a manner he reasonably believes to be in the best interests of the corporation, and with such care as an ordinarily prudent person in a similar position would use under similar circumstances.

In performing his duties, a director may rely on information, opinions, reports, or statements, including financial statements and other financial data, prepared or presented by the following:

(a)           one or more officers or employees of the corporation whom the director reasonably believes to be reliable and competent in the matters presented;

(b)           counsel, public accountants, or other persons as to matters that the director reasonably believes to be within that person’s professional or expert competence; or

(c)           a committee of the board upon which he does not serve and which he reasonably believes to merit confidence, as to matters within the authority designated by it by the articles of incorporation or the bylaws.

A director shall not be considered as acting in good faith if he has knowledge concerning the matter in question that would cause the reliance described above to be unwarranted. A person who performs his duties in compliance with this section shall have no liability because of his being or having been a director of the corporation.

Section 7.  Presumption of Assent. A director of the corporation who is present at a meeting of the board of directors at which action on any corporate matter is taken is presumed to

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have assented to the action unless he votes against it or expressly abstains from voting on it. The secretary of the meeting shall record each abstention in the minutes of the meeting.

Section 8.  Vacancies. Unless filled by the shareholders, any vacancy occurring in the board of directors, including any vacancy created by an increase in the number of directors, may be filled by the affirmative vote of a majority of the remaining directors, even though it is less than a quorum of the board of directors. A director elected to fill a vacancy shall hold office only until the next election of directors by the shareholders.

Section 9.  Removal of Directors. At a meeting of shareholders called for that purpose, the shareholders, by a vote of the holders of a majority of the shares entitled to vote at an election of directors, may remove any director or the entire board of directors, with or without cause, and fill any vacancies created by the removal.

Section 10.  Quorum and Voting. A majority of the full board of directors constitutes a quorum for the transaction of business. The act of the majority of the directors present at a meeting at which a quorum is present is the act of the board of directors.

Section 11.  Executive and Other Committees. The board of directors, by resolution adopted by a majority of the full board of directors, may designate from among its members an executive committee and one or more other committees, each of which, to the extent provided in the resolution shall have and may exercise all the authority of the board of directors, except that no committee shall have the authority to:

(a)           approve or recommend to shareholders actions or proposals required by law to be approved by shareholders,

(b)           designate candidates for the office of director, for purposes of proxy solicitation or otherwise,

(c)           fill vacancies on the board of directors or any committee of the board,

(d)           amend the bylaws,

(e)           authorize or approve the reacquisition of shares unless pursuant to a general formula or method specified by the board of directors, or

(f)            authorize or approve the issuance or sale of shares or any contract to issue or sell shares, or designate the terms of a series or class of shares, except as may be provided by the Florida General Corporation Act.

The board of directors, by resolution adopted according to this section, may designate one or more directors as alternate members of any committee, who may act in the place of any absent member at any meeting of that committee.

Section 12.  Place of Meetings. Regular and special meetings by the board of directors may be held within or outside the State of Florida.

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Section 13.  Regular Meetings. A regular meeting of the board of directors shall be held without notice other than this bylaw immediately after, and at the same place as, the annual meeting of shareholders. The board of directors may provide, by resolution, the time and place for the holding of additional regular meetings without notice other than that resolution.

Section 14.  Special Meetings. Special meetings of the board of directors may be called by or at the request of the president or any director.

Section 15.  Notice of Meetings. Written notice of the time and place of special meetings of the board of directors shall be given to each director by either personal delivery or first-class United States mail, telegram, or cablegram at least two days before the meeting.

Notice of a meeting of the board of directors need not be given to any director who signs a waiver of notice before, during, or after the meeting. Attendance of a director at a meeting constitutes a waiver of notice of that meeting and waiver of all objections to the time and place of the meeting, and the manner in which it was called or convened, except when the director attends the meeting solely to object, at the beginning of the meeting, to the transaction of business because the meeting is not lawfully called or convened.

Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the board of directors need be specified in the notice or waiver of notice of that meeting.

A majority of the directors present, whether or not a quorum exists, may adjourn any meeting of the board of directors to another time and place. Notice of any adjourned meeting shall be given to the directors who were not present at the time of the adjournment and, unless the time and place of the adjourned meeting are announced at the time of the adjournment, to the other directors.

Section 16.  Method of Meeting. Members of the board of directors may participate in a meeting of the board by means of a conference telephone or similar communications equipment by which all persons participating in the meeting can hear each other at the same time. Participation by such means constitutes presence in person at a meeting.

Section 17.  Action Without a Meeting. Any action required to be taken at a meeting of the directors, or any action that may be taken at a meeting of the directors or a committee of the directors, may be taken without a meeting if a written consent, setting forth the action to be taken and signed by all the directors or committee members, is filed in the minutes of the proceedings of the board or the committee before the action is taken. All directors need not sign the same document. A unanimous, written consent has the same effect as a unanimous vote.

Section 18.  Director Conflicts of Interest. No contract or other transaction between this corporation and one or more of its directors or any other corporation, firm, association or entity in which one or more of the directors are directors or officers or are financially interested, shall be either void or voidable because of that relationship or interest or because the director or directors are present at the meeting of the board of directors or a committee that authorizes, approves, or ratifies the contract or transaction or because his or their votes are counted for that purpose, if:

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(a)           The existence of the relationship or interest is disclosed or known to the board of directors or committee that authorizes, approves, or ratifies the contract or transaction by a vote or consent sufficient for the purpose, without counting the votes and consents of the interested directors; or

(b)           The existence of the relationship or interest is disclosed or known to the shareholders entitled to vote and they authorize, approve, or ratify the contract or transaction by vote or written consent; or

(c)           The contract or transaction is fair and reasonable to the corporation at the time it is authorized by the board, a committee, or the shareholders.

Common or interested directors may be counted in determining the presence of a quorum at a meeting of the board of directors or a committee that authorizes, approves, or ratifies the contract or transaction.

ARTICLE III.  OFFICERS

Section 1.  Officers. The officers of the corporation shall consist of a president, a secretary, and a treasurer, and may include one or more vice presidents, one or more assistant secretaries, and one or more assistant treasurers. The officers shall be elected initially by the board of directors at the organization meeting of directors and, after that, at the first meeting of the board following the annual meeting of the shareholders each year. The board from time to time may elect or appoint other officers, assistant officers, and agents, who shall have such authority and perform such duties as the board prescribes. Each officer shall hold office until his successor is appointed and has qualified or until his earlier death, resignation, or removal from office. One person may hold any two or more offices. The failure to elect a president, secretary, or treasurer shall not affect the existence of the corporation.

Section 2.  President. The president is the chief executive officer of the corporation. Subject to the directions of the board of directors, he has general and active management of the business and affairs of the corporation, may sign certificates of stock, bonds, deeds and contracts for the corporation, and shall preside at all meetings of the shareholders and board of directors.

Section 3.  Vice Presidents. Each vice president has the powers and shall perform the duties that the board of directors or the president prescribes. Unless the board otherwise provides, if the president is absent or unable to act, the vice president who has served in that capacity for the longest time and who is present and able to act shall perform all the duties and may exercise all the powers of the president. Unless the board otherwise provides, any vice president may sign bonds, deeds, and contracts for the corporation and, with the secretary or assistant secretary, may sign certificates for shares of stock of the corporation.

Section 4.  Secretary. The secretary shall (a) keep the minutes of the proceedings of the shareholders and the board of directors in one or more books provided for that purpose, (b) see that all notices are duly given according to the relevant provisions of these bylaws or as required by law, (c) maintain custody of the corporate records and seal, attest the signatures of officers who execute documents on behalf of the corporation, and affix the seal to all documents that are executed on behalf of the corporation under its seal, (d) keep a register of each shareholder’s

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mailing address that the shareholder furnishes to the secretary, (e) sign with the president or a vice president certificates for shares of stock of the corporation, the issuance of which has been authorized by resolution of the board of directors, (f) have general charge of the stock transfer books of the corporation, and (g) in general perform all duties incident to the office of secretary and such other duties as the president or the board of directors from time to time prescribes.

Section 5.  Treasurer. The treasurer shall (a) have charge and custody of and be responsible for all funds and securities of the corporation, (b) receive and give receipts for all monies due and payable to the corporation and deposit all monies in the name of the corporation in the banks, trust companies, or other depositaries selected by the board of directors, and (c) in general perform all the duties incident to the office of treasurer and such other duties and the president or the board of directors from time to time assigns to him. If required by the board of directors, the treasurer shall give a bond for the faithful discharge of his duties in such sum and with such sureties as the board of directors determines.

Section 6.  Removal of Officers. An officer or agent elected or appointed by the board of directors may be removed by the board whenever in its judgment his removal would serve the best interests of the corporation. Removal shall be without prejudice to any contract rights of the person removed. The mere appointment of any person as an officer, agent, or employee of the corporation does not create any contract rights. The board of directors may fill a vacancy in any office.

Section 7.  Salaries. The board of directors from time to time shall fix the salaries of the officers, and no officer shall be prevented from receiving a salary merely because he is also a director of the corporation.

ARTICLE IV.  INDEMNIFICATION

Any person, or his heirs, or personal representative who is made or threatened to be made a party to any threatened, pending, or completed action or proceeding, whether civil, criminal, administrative, or investigative, because he or his testator or intestate is or was a director, officer, employee, or agent of this corporation or serves or served any other corporation or enterprise in any capacity at the request of this corporation, shall be indemnified by this corporation, and this corporation may advance his related expenses, to the full extent permitted by law. The foregoing right of indemnification or reimbursement shall not be exclusive of other rights to which the person or his heirs, or personal representative may be entitled. The corporation may, upon the affirmative vote of a majority of its board of directors, purchase insurance for the purpose of indemnifying these persons. The insurance may be for the benefit of all directors, officers, or employees.

ARTICLE V.  STOCK CERTIFICATES

Section 1.  Issuance. Every shareholder of this corporation is entitled to have a certificate, evidencing all shares to which he is entitled. No certificate shall be issued for any share until the share is fully paid.

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Section 2.  Form. Certificates evidencing shares in this corporation shall be signed by the president or a vice president and the secretary or an assistant secretary and may be sealed with the seal of this corporation or a facsimile of the seal.

The signatures of the foregoing officers may be facsimiles if the certificate is manually signed on behalf of a transfer agent or a registrar, other than the corporation or an employee of the corporation. If, before the certificate is issued, any officer holder who signed or whose facsimile signature has been placed on the certificate ceases to hold that office, the certificate may be issued and will be as effective as if that person were an officer at the date of issuance.

Every certificate evidencing shares that are restricted as to the sale, disposition, or other transfer shall (a) bear a legend stating that those shares are restricted as to transfer and (b) summarize, or state that the corporation will furnish to any shareholder, upon request and without charge, a full statement of, those restrictions.

Every certificate evidencing shares shall state on its face (a) the name of the corporation, (b) that the corporation is organized under the laws of Florida, (c) the name of the person or persons to whom the shares are issued, (d) the number and class of shares, (e) the designation of the series, if any, that the certificate evidences, and (f) the par value of each share evidenced by the certificate or a statement that the shares have no par value.

Section 3.  Transfer. No transfer of shares is valid against this corporation unless made in accordance with the share transfer restrictions provided in Article VI of these bylaws and until it has been registered on the corporation’s stock transfer books and the person named in the certificate as the shareholder, or his attorney-in-fact so constituted in writing, has surrendered the certificate to the corporation appropriately endorsed for transfer.

Section 4.  Lost, Stolen, or Destroyed Certificates. The corporation may issue a new certificate in the place of any certificate previously issued if the holder of record of the corporation (a) makes proof in affidavit form that it has been lost, destroyed, or wrongfully taken, (b) requests the issuance of a new certificate before the corporation has notice that the certificate has been acquired by a purchaser for value in good faith and without notice of any adverse claim, (c) if requested by the corporation, gives bond in such form as the corporation directs, to indemnify the corporation, the transfer agent, and the registrar against any claim that may be made because of the alleged loss, destruction, or theft of a certificate, and (d) satisfies any other reasonable requirements imposed by the corporation.

ARTICLE VI.  BOOKS AND RECORDS

Section 1.  Records Required. This corporation shall keep correct and complete books and records of account and minutes of the proceedings of its shareholders, board of directors, and committees of directors, and shall keep at its registered office or principal place of business, or at the office of its transfer agent or registrar, a record of its shareholders, giving the names and addresses of all shareholders, and the number, class and series, if any, of the shares held by each.

Section 2.  Form. The corporation’s books, records, and minutes may be written or kept in any other form capable of being converted into writing within a reasonable time.

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Section 3.  Inspection. Upon written demand, stating his purpose, any person who has been a holder of record of either shares or voting trust certificates representing shares of this corporation for at least six months immediately preceding his demand or who is the holder of record of, or the holder of record of voting certificates for, at least five percent of the outstanding shares of any class or series of this corporation may examine, in person or by agent or attorney, at any reasonable time for any proper purpose, its relevant minutes, books and records of accounts, and records of shareholders and make extracts from them. This right of inspection does not extend to any person who is not acting in good faith or for a proper purpose in making his demand or who, within two years, has (a) sole or offered for sale any list of shareholders or holders of voting trust certificates for shares of this or any other corporation, (b) aided or abetted any person in obtaining a list of shareholders or holders of voting trust certificates for that purpose, or (c) improperly used any information secured through any prior examination of the minutes, books and records of account, or record of shareholders or holders of voting trust certificates for shares of this or any other corporation.

Section 4.  Financial Reports. Unless modified by resolution of the shareholders, not later than four months after the close of each fiscal year, this corporation shall prepare a balance sheet showing in reasonable detail the financial condition of the corporation as of the close of its fiscal year and a profit and loss statement showing the results of its operation during its fiscal year. These balance sheets and profit and loss statements shall be (a) filed in the registered officer of the corporation in Florida, (b) kept for at least five (5) years, and (c) subject to inspection during business hours by any shareholder or holder of voting trust certificates, in person or by agent. The corporation shall mail a copy of the most recent balance sheet and profit and loss statement to any shareholder or holder of voting trust certificates for shares of the corporation, upon his written request.

ARTICLE VII.  DIVIDENDS

The board of directors from time to time may declare, and the corporation may pay, dividends on the corporation’s outstanding shares in the manner and upon the terms and conditions provided by law.

ARTICLE VIII.  SEAL

The corporate seal shall have the name of the corporation and the word “seal” inscribed on it, and may be a facsimile, engraved, printed, or impression seal.

ARTICLE IX.  AMENDMENT

These bylaws may be repealed or amended, and additional bylaws may be adopted, by a majority vote of the full board of directors or by a vote of the holders of a majority of the issued and outstanding shares entitled to vote, but the board of directors may not amend or repeal any bylaw adopted by the shareholders if the shareholders specifically provide that the bylaw is not subject to amendment or repeal by the directors.

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EX-3.19

Exhibit 3.19

ARTICLES OF INCORPORATION
OF
TENSTAR CORPORATION

The undersigned, acting as incorporator of TENSTAR CORPORATION under the Florida Business Corporation Act, adopts the following Articles of Incorporation.

ARTICLE I

NAME

The name of the corporation is: TENSTAR CORPORATION

ARTICLE II

DURATION

The duration of the Corporation will be perpetual.

ARTICLE III

PURPOSE

The general purpose or purposes for which the Corporation is organized is to transact any and all lawful businesses for which a corporation may be incorporated under the Florida Business Corporation Act.

ARTICLE IV

PRINCIPAL OFFICE

The principal office of the Corporation shall be: 6262 Sunset Drive, PH1, Miami, Florida 33143.

ARTICLE V

AUTHORIZED SHARES

The maximum number of shares of that the Corporation is authorized to issue is Ten Thousand (10,000) shares of Common Stock without par value.

ARTICLE VI

INITIAL REGISTERED OFFICE AND AGENT

The street address of the initial registered office of the corporation is 6262 Sunset Drive, PH 1, Miami, FL 33143, and the name of the Corporation’s initial registered agent at that address is Jeanette E. Marbert, Esq.

ARTICLE VII

INITIAL BOARD OF DIRECTORS

The corporation shall have three (3) directors initially. The number of directors may be increased or diminished from time to time, as provided in the Bylaws. The name and addresses of the directors are:

Name	Address
Craig M. Nash	6262 Sunset Dr., PH1, Miami, FL 33143
Paul M. Rishell	6262 Sunset Dr., PH1, Miami, FL 33143
E. Kirk Shelton	707 Summer Street, Stamford, CT 06901

ARTICLE VIII

INCORPORATOR

The name and street address of the incorporator is:

Name	Address
Jennifer A. West	6262 Sunset Dr., PH1, Miami, FL 33143

ARTICLE IX

INDEMNIFICATION

To the extent permitted by law, the Corporation shall indemnify any person who was or is a party to any proceeding by reason of the fact that he is or was a director, officer, employee, or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust or other enterprise against liability incurred in connection with such proceeding, including any appeal thereof, if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the Corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The Corporation shall reimburse each person for all costs and expenses, including attorneys’ fees, reasonably incurred by him in connection with any such liability in the manner provided for by law or in accordance with the Corporation’s Bylaws.

The rights accruing to any person under the foregoing provision shall not exclude any other right to which he may be lawfully entitled, nor shall anything therein contain or restrict the right of the Corporation to indemnify or reimburse such person in any proper case even though not specifically provided for herein.

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IN WITNESS WHEREOF, the undersigned incorporator has executed these Articles of Incorporation this 29th day of June, 1995.

            /s/ Jennifer A. West

Jennifer A. West, Incorporator

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ACCEPTANCE OF APPOINTMENT AS REGISTERED AGENT

Having been designated as registered agent for TENSTAR CORPORATION in the foregoing Articles of Incorporation, I, Jeanette E. Marbert, accept the appointment as registered agent and hereby agree to accept service of process for said corporation and to comply with all statutes relative to the complete and proper performance of the duties of a registered agent. I am familiar with and accept the obligations of my position as registered agent.

/s/ Jeanette E. Marbert

Jeanette E. Marbert

June 29, 1995

Date

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ARTICLES OF AMENDMENT
TO THE ARTICLES OF INCORPORATION OF
TENSTAR CORPORATION

Pursuant to the provisions of Section 607.1006, Florida Statutes, Tenstar Corporation (the “Corporation”) adopts the following Articles of Amendment to its Articles of Incorporation:

ARTICLE I

The name of the Corporation is Tenstar Corporation.

ARTICLE II

The following amendment was proposed by the Board of Directors of the Corporation on April 9, 1997:

NOW, THEREFORE, BE IT RESOLVED that Article I of the Articles of Incorporation of the Corporation be deleted in its entirety and replaced with he following new Article I:

ARTICLE I - NAME

The name of the Corporation is: Interval Resort & Financial Services, Inc.

ARTICLE III

The Sole Shareholder approved of the foregoing amendment by written consent and, therefore, the number of votes cast was sufficient for approval.

DATED this 9th day of April, 1997.

TENSTAR CORPORATION

By:	/s/ Craig M. Nash
	Craig M. Nash, President
Attest:	/s/ Jeanette E. Marbert
	Jeanette E. Marbert, Secretary

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EX-3.20

Exhibit 3.20

BY LAWS

OF

TENSTAR CORPORATION,
a Florida corporation

ARTICLE I.  MEETINGS OF SHAREHOLDERS

Section 1.  Annual Meeting. The annual meeting of the shareholders of the corporation for the election of directors and the transaction of such other business as may properly come before the meeting shall be held during the month following the close of president or board of directors. If the annual meeting is not held, by oversight or otherwise, a special meeting shall be held as soon as practical, and any business transacted or election held at that meeting shall be as valid as if transacted or held at the annual meeting.

Section 2.  Special Meetings. Special meetings of the shareholders for any purpose shall be held when called by the president or the board of directors or when requested in writing by the holder or holders of not less than ten percent of all the shares entitled to vote at the meeting. A meeting requested by the Shareholders shall be called for a date not less than ten nor more than sixty days after the request is made, unless the shareholders requesting the meeting designate a later date. The secretary shall issue the call for the meeting, unless the president, the board of directors, or the shareholders requesting the meeting designate another person to do so. The shareholders at a special meeting may transact only business that is related to the purposes stated in the notice of the meeting.

Section 3.  Place. Meetings of shareholders may be held either within or outside the State of Florida.

Section 4.  Notice. A written notice of each meeting of shareholders, stating the place, day, and time of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered to each shareholder of record entitled to vote at the meeting, not less than ten nor more than sixty days before the date set for the meeting, either personally or by first class mail, by or at the direction of the president, the secretary, or the officer or other persons calling the meeting. if mailed, the notice is effective when it is deposited in the United States mail, postage prepaid, addressed to the shareholder at his address as it appears on the records of the corporation. This notice shall be sufficient for that meeting and any adjournment of the meeting if the time and place to which the meeting is adjourned are announced at the meeting at which the adjournment is taken and if after adjournment, the board does not fix a  new record date for the adjourned meeting. If any shareholder transfers any of his stock after notice is given, it shall not be necessary to notify the transferee.

Section 5.  Waivers of Notice. Whenever any notice is required to be given to any shareholder of the corporation under these bylaws, the articles of incorporation, or the Florida General Corporation Act, a written waiver of notice signed at any time by the person entitled to that notice shall be equivalent to giving the notice. Attendance by a shareholder entitled to vote at a meeting, in person or by proxy, constitutes a waiver of notice of the meeting, except when

the shareholder attends a meeting for the purpose, expressed at the beginning of the meeting, of objecting to the transaction of any business because the meeting is not lawfully called or convened.

Section 6.  Closing of Transfer Books or Fixing of Record Date. For the purpose of determining shareholders entitled to payment of any dividend or to receive notice of or to vote at any meeting of shareholders or any adjournment of any meeting or in order to make a determination of shareholders for any other purpose, the board of directors may provide that the stock transfer books shall be closed for a period not to exceed sixty days. If the stock transfer books are closed for the purpose of determining shareholders entitled to notice or to vote at a meeting of shareholders, they shall be closed for at least ten days immediately preceding that meeting. Instead of closing the stock transfer books, the board of directors may fix in advance a date as the record date for the determination of shareholders, but that date shall never be more than sixty days nor, in case of a meeting of shareholders, less than ten days prior to the date on which the action requiring the determination of shareholders, the date on which either notice of the meeting is mailed or the resolution of the board of directors declaring a dividend or authorizing the action that requires a determination of shareholders is adopted shall be the record date for the determination of shareholders. When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, the determination shall apply to any adjournment of the meeting, unless the board of directors fixes a new record date for the adjourned meeting.

Section 7.  Voting Record. At least ten days before each meeting of shareholders, the officer or agent having charge of the stock transfer books for shares of the corporation shall make a complete list of the shareholders entitled to vote at the meeting or any adjournment of the meeting, stating each shareholder’s address and the number, class, and series of shares that he holds. This list shall be kept on file for ten days before the meeting at the corporation’s registered office or principal place of business or at the office of its transfer agent or registrar, and any shareholder may inspect the list anytime during usual business hours. The list also shall be produced and kept open at the time and place of the meeting, and any shareholder may inspect it anytime during the meeting.

If the requirements of this section have not been substantially complied with, the meeting shall be adjourned upon the demand of any shareholder, in person or by proxy, until the requirements are complied with. If no demand is made, failure to comply with the requirements of this section does not affect the validity of any action taken at the meeting.

Section 8.  Shareholder Quorum and Voting. A majority of the shares entitled to vote, represented in person or by proxy, constitutes a quorum at a meeting of shareholders. When an item of business must be voted on by a class or series of stock, a majority of the shares of that class or series constitutes a quorum for the transaction of that business by that class or series.

If a quorum is present, the affirmative vote of the majority of the shares represented at the meeting and entitled to vote on the matter is the act of the shareholders unless otherwise provided by law.

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After a quorum has been established at a shareholders’ meeting, a withdrawal of shareholders that reduces the number of shareholders entitled to vote at the meeting below the number required for a quorum does not affect the validity of any action taken at or adjournment of the meeting.

Section 9.  Voting of Shares. Every shareholder entitled to vote at a meeting of shareholders is entitled, upon each proposal presented to the meeting, to one vote for each share of voting stock recorded in his name on the books of the corporation on the record date fixed as provided in Article I, Section 6 of these bylaws. A shareholder may vote either in person or by proxy executed in writing by the shareholder or his duly authorized attorney-in-fact. Treasury shares, shares of stock of this corporation owned by another corporation the majority of the voting stock of which is owned or controlled by this corporation, and shares of this corporation that it holds in a fiduciary capacity shall not be voted, directly or indirectly, at any meeting and shall not be counted in determining the total number of outstanding shares.

The chairman of the board, the president, any vice president, the secretary, and the treasurer of a corporate shareholder, in that order, are presumed to possess authority to vote shares standing in the name of the corporate shareholder in the absence of a bylaw or other instrument of the corporate shareholder designating some other officer, agent, or proxy to vote the shares. Proof of that designation shall be made by presentation of a certified copy of the bylaws or other instrument of the corporate shareholder.

Shares held by an administrator, executor, guardian, or conservator may be voted by him, either in person or by proxy, without a transfer of those shares into his name. A trustee may vote, either in person or by proxy, shares standing in his name, but no trustee may vote any shares that are not transferred into his name. if he is authorized to do so by an appropriate order of the court by which he was appointed, a receiver may vote shares standing in his name or held by or under his control without a transfer of those shares into his name. A shareholder whose shares are pledged may vote those shares until the shares  have been transferred into the name of the pledgee, and thereafter the pledgee or his nominee shall be entitled to vote the shares transferred, unless the instrument creating the pledge provides otherwise.

Section 10.  Proxies. A shareholder entitled to vote at a meeting of shareholders or to express consent or dissent without a meeting or a shareholder’s duly authorized attorney-in-fact may authorize one or more persons to act for him by proxy. To be effective, a proxy must be signed by the shareholder or his attorney-in-fact. A proxy granting authority to vote shares that are registered in the names of multiple owners is effective only if each record owner signs it. A proxy is not valid after eleven months from its date unless it provides otherwise. A proxy is revocable at the pleasure of the shareholder executing it, except as otherwise provided by law. A proxy holders authority to act is not revoked by the incompetence or death of the shareholder who executed the proxy unless, before the authority is exercised, the corporate officer responsible for maintaining the list of shareholders receives written notice of an adjudication of incompetence or death.

If a proxy for the same shares confers authority on two or more persons and does not otherwise indicate how the shares should be voted, a majority of those proxies who are present at the meeting (or a single proxy holder if only one is present) may exercise all the powers

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conferred by the proxy, but if the proxy holders present at the meeting are equally divided as to the manner of voting in any case, the voting of the shares subject to the proxy shall be prorated. If a proxy expressly provides, the proxy holder may appoint in writing a substitute to act in his place.

Section 11.  Action by Shareholders Without a Meeting. Any action required by law, these bylaws, or the articles of incorporation of this corporation to be taken at an annual or special meeting of shareholders of the corporation or any action that may be taken at any annual or special meeting of the shareholders may be taken without a meeting, without prior notice, and without a vote, if a written consent, setting forth the action taken, is signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take that action at a meeting at which all shares entitled to vote on the matter were present and voted. All shareholders need not sign the same document. If any class of shares is entitled to vote as a class, written consent required is of both (a) the holders of a majority of the shares of each class of shares entitled to vote as a class, and (b) the total shares entitled to vote on the matter.

Within ten days after the shareholders authorize an action by written consent, written notice shall be given to the shareholders who did not consent. The notice shall fairly summarize the material features of the authorized action and, if the action is a merger, consolidation, or sale or exchange of assets for which dissenters’ rights are provided under the Florida General Corporation Act, the notice shall contain a clear statement of the right of the dissenting shareholders to be paid the fair value of their shares upon compliance with the other provisions of the Act concerning the rights of dissenting shareholders.

Section 12.  Voting Trusts. Any number of shareholders of this corporation may create a voting trust in the manner provided by law for the purpose of conferring upon the trustee or trustees the right to vote or otherwise represent their shares. When the counterpart of a voting trust agreement and a copy of the record of the holders of voting trust certificates are deposited with the corporation as provided by law, those documents shall be subject to the same right of examination by a shareholder of the corporation, in person or by agent or attorney, as are the books and records of the corporation, and the counterpart and the copy of the record shall be subject to examination by any holder of record of voting trust certificates, either in person or by agent or attorney, at any reasonable time for any proper purpose.

Section 13.  Shareholders Agreements. Two or more shareholders of this corporation may enter into an agreement providing for the exercise of voting rights in the manner provided in the agreement or relating to any phase of the affairs of the corporation, in the manner and to the extent provided by law. The agreement shall not impair the right of this corporation to treat a shareholder of record as entitled to vote the shares as standing in his name.

ARTICLE II.  DIRECTORS

Section 1.  Function. The business of this corporation shall be managed and its corporate powers exercised by the board of directors.

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Section 2.  Number. The corporation shall have two directors initially. The number of directors may be increased or decreased from time to time by the holders of a majority of the outstanding shares of the corporation at any regular or special meeting of shareholders, but no decrease shall have the effect of shortening the term of an incumbent director (unless the shareholders remove the director), nor shall there ever be less than two directors.

Section 3.  Qualification. Each director must be an adult, but need not be a resident of Florida or a shareholder of the corporation.

Section 4.  Election and Term. Each person named in the articles of incorporation as a member of the initial board of directors shall hold office until the first annual meeting of shareholders and until his successor has been elected and qualified or until his earlier death, resignation, or removal from office. At each annual meeting of shareholders, the shareholders shall elect directors to hold office until the next annual meeting. Each director shall hold office for the term for which he is elected and until is successor has been elected and qualified of until his earlier death, resignation, or removal from office.

Section 5.  Compensation. The board of directors has authority to fix the compensation of the directors as directors and as officers.

Section 6.  Duties of Directors. A director shall perform his duties as a director, including his duties as a member of any committee of the board upon which he serves, in good faith, in a manner he reasonably believes to be in the best interests of the corporation, and with such care as an ordinarily prudent person in a similar position would use under similar circumstances.

In performing his duties, a director may rely on information, opinions, reports, or statements, including financial statements and other financial data, prepared or presented by the following:

(a)   one or more officers or employees of the corporation whom the director reasonably believes to be reliable and competent in the matters presented;

(b)   counsel, public accountants, or other persons as to matters that the director reasonably believes to be within that person’s professional or expert competence; or

(c)   a committee of the board upon which he does not serve and which he reasonably believes to merit confidence, as to matters within the authority designated by it by the articles of incorporation or the bylaws.

A director shall not be considered as acting in good faith if he has knowledge concerning the matter in question that would cause the reliance described above to be unwarranted. A person who performs his duties in compliance with this section shall have no liability because of his being or having been a director of the corporation.

Section 7.  Presumption of Assent. A director of the corporation who is present at a meeting of the board of directors at which action on any corporate matter is taken is presumed to

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have assented to the action unless he votes against it or expressly abstains from voting on it. The secretary of the meeting shall record each abstention in the minutes of the meeting.

Section 8.  Vacancies. Unless filled by the shareholders, any vacancy occurring in the board of directors, including any vacancy created by an increase in the number of directors, may be filled by the affirmative vote of a majority of the remaining directors, even though it is less than a quorum of the board of directors. A director elected to fill a vacancy shall hold office only until the next election of directors by the shareholders.

Section 9.  Removal of Directors. At a meeting of shareholders called for that purpose, the shareholders, by a vote of the holders of a majority of the shares entitled to  vote at an election of directors, may remove any director or the entire board of directors, with or without cause, and fill any vacancies created by the removal.

Section 10.  Quorum and Voting. A majority of the full board of directors constitutes a quorum for the transaction of business. The act of the majority of the directors present at a meeting at which a quorum is present is the act of the board of directors.

Section 11.  Executive and Other Committees. The board of directors, by resolution adopted by a majority of the full board of directors, may designate from among its members an executive committee and one or more other committees, each of which, to the extent provided in the resolution, shall have and may exercise all the authority of the board of directors, except that no committee shall have the authority to:

(a)  approve or recommend to shareholders actions or proposals required by law to be approved by shareholders,

(b)  designate candidates for the office of director, for purposes of proxy solicitation or otherwise,

(c)  fill vacancies on the board of directors or any committee of the board,

(d)  amend the bylaws,

(e)  authorize or approve the reacquisition of shares unless pursuant to a general formula or method specified by the board of directors, or

(f)  authorize or approve the issuance or sale of shares or any contract to issue or sell shares, or designate the terms of a series or class of shares, except as may be provided by the Florida General Corporation Act.

The board of directors, by resolution adopted according to this section, may designate one or more directors as alternate members of any committee, who may act in the place of any absent member at any meeting of that committee.

Section 12.  Place of Meetings. Regular and special meetings by the board of directors may be held within or outside the State of Florida.

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Section 13.  Regular Meetings. A regular meeting of the board of directors shall be held without notice other than this bylaw immediately after, and at the same place as, the annual meeting of shareholders. The board of directors may provide, by resolution, the time and place for the holding of additional regular meetings without notice other than that resolution.

Section 14.  Special Meetings. Special meetings of the board of directors may be called by or at the request of the president or any director.

Section 15.  Notice of Meetings. Written notice of the time and place of special meetings of the board of directors shall be given to each director by either personal delivery or first-class United States mail, telegram, or cablegram at least two days before the meeting.

Notice of a meeting of the board of directors need not be given to any director who signs a waiver of notice before, during, or after the meeting. Attendance of a director at a meeting constitutes a waiver of notice of that meeting and waiver of all objections to the time and place of the meeting, and the manner in which it was called or convened, except when the director attends the meeting solely to object, at the beginning of the meeting, to the transaction of business because the meeting is not lawfully called or convened.

Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the board of directors need be specified in the notice or waiver of notice of that meeting.

A majority of the directors present, whether or not a quorum exists, may adjourn any meeting of the board of directors to another time and place. Notice of any adjourned meeting shall be given to the directors who were not present at the time of the adjournment and, unless the time and place of the adjourned meeting are announced at the time of the adjournment, to the other directors.

Section 16.  Method of Meeting. Members of the board of directors may participate in a meeting of the board by means of a conference telephone or similar communications equipment by which all persons participating in the meeting can hear each other at the same time. Participation by such means constitutes presence in person at a meeting.

Section 17.  Action Without a Meeting. Any action required to be taken at a meeting of the directors, or any action that may be taken at a meeting of the directors or a committee of the directors, may be taken without a meeting if a written consent, setting forth the action to be taken and signed by all the directors or committee members, is flied in the minutes of the proceedings of the board or the committee before the action is taken. All directors need not sign the same document. A unanimous, written consent has the same effect as a unanimous vote.

Section 18.  Director Conflicts of Interest. No contract or other transaction between this corporation and one or more of its directors or any other corporation, firm, association or entity in which one or more of the directors are directors or officers or are  financially interested, shall be either void or voidable because of that relationship or interest or because the director or directors are present at the meeting of the board of directors or a committee that authorizes, approves, or ratifies the contract or transaction or because his or their votes are counted for that purpose, if:

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(a)  The existence of the relationship or interest is disclosed or known to the board of directors or committee that authorizes, approves, or ratifies the contract or transaction by a vote or consent sufficient for the purpose, without counting the votes and consents of the interested directors; or

(b)  The existence of the relationship or interest is disclosed or known to the shareholders entitled to vote and they authorize, approve, or ratify the contract or transaction by vote or written consent; or

(c)  The contract or transaction is fair and reasonable to the corporation at the time it is authorized by the board, a committee, or the shareholders.

Common or interested directors may be counted in determining the presence of a quorum at a meeting of the board of directors or a committee that authorizes, approves, or ratifies the contract or transaction.

ARTICLE III.  OFFICERS

Section 1.  Officers. The officers of the corporation shall consist of a president, a secretary, and a treasurer, and may include one or more vice presidents, one or more assistant secretaries, and one or more assistant treasurers. The officers shall be elected initially by the board of directors at the organization meeting of directors and, after that, at the first meeting of the board following the annual meeting of the shareholders each year. The board from time to time may elect or appoint other officers, assistant officers, and agents, who shall have such authority and perform such duties as the board prescribes. Each officer shall hold office until his successor is appointed and has qualified or until his earlier death, resignation, or removal from office. One person may hold any two or more offices. The failure to elect a president, secretary, or treasurer shall not affect the existence of the corporation.

Section 2.  President. The president is the chief executive officer of the corporation. Subject to the directions of the board of directors, he has general and active management of the business and affairs of the corporation, may sign certificates of stock, bonds, deeds and contracts for the corporation, and shall preside at all meetings of the shareholders and board of directors.

Section 3.  Vice Presidents. Each vice president has the powers and shall perform the duties that the board of directors or the president prescribes. Unless the board otherwise provides, if the president is absent or unable to act, the vice president who has served in that capacity for the longest time and who is present and able to act shall perform all the duties and may exercise all the powers of the president. Unless the board otherwise provides, any vice president may sign bonds, deeds, and contracts for the corporation and, with the secretary or assistant secretary, may sign certificates for shares of stock of the corporation.

Section 4.  Secretary. The secretary shall (a) keep the minutes of the proceedings of the shareholders and the board of directors in one or more books provided for that purpose, (b) see that all notices are duly given according to the relevant provisions of these bylaws or as required by law, (c) maintain custody of the corporate records and seal, attest the signatures of officers who execute documents on behalf of the corporation, and affix the seal to all documents that are executed on behalf of the corporation under its seal, (d) keep a register of each shareholder’s

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mailing address that the shareholder furnishes to the secretary, (e) sign with the president or a vice president certificates for shares of stock of the corporation, the issuance of which has been authorized by resolution of the board of directors, (f) have general charge of the stock transfer books of the corporation, and (g) in general perform all duties incident to the office of secretary and such other duties as the president or the board of directors from time to time prescribes.

Section 5.  Treasurer. The treasurer shall (a) have charge and custody of and be responsible for all funds and securities of the corporation, (b) receive and give receipts for all monies due and payable to the corporation and deposit all monies in the name of the corporation in the banks, trust companies, or other depositaries selected by the board of directors, and (c) in general perform all the duties incident to the office of treasurer and such other duties and the president or the board of directors from time to time assigns to him. If required by the board of directors, the treasurer shall give a bond for the faithful discharge of his duties in such sum and with such sureties as the board of directors determines.

Section 6.  Removal of Officers. An officer or agent elected or appointed by the board of directors may be removed by the board whenever in its judgment his removal would serve the best interests of the corporation. Removal shall be without prejudice to any contract rights of the person removed. The mere appointment of any person as an officer, agent, or employee of the corporation does not create any contract rights. The board of directors may fill a vacancy in any office.

Section 7.  Salaries. The board of directors from time to time shall fix the salaries of the officers, and no officer shall be prevented from receiving a salary merely because he is also a director of the corporation.

ARTICLE IV.  INDEMNIFICATION

Any person, or his heirs, or personal representative who is made or threatened to be made a party to any threatened, pending, or completed action or proceeding, whether civil, criminal, administrative, or investigative, because he or his testator or intestate is or was a director, officer, employee, or agent of this corporation or serves or served any other corporation or enterprise in any capacity at the request of this corporation, shall be indemnified by this corporation, and this corporation may advance his related expenses, to the full extent permitted by law. The foregoing right of indemnification or reimbursement shall not be exclusive of other rights to which the person or his heirs, or personal representative may be entitled. The corporation may, upon the affirmative vote of a majority of its board of directors, purchase insurance for the purpose of indemnifying these persons. The insurance may be for the benefit of all directors, officers, or employees.

ARTICLE V.  STOCK CERTIFICATES

Section 1.  Issuance. Every shareholder of this corporation is entitled to have a certificate, evidencing all shares to which he is entitled. No certificate shall be issued for any share until the share is fully paid.

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Section 2.  Form. Certificates evidencing shares in this corporation shall be signed by the president or a vice president and the secretary or an assistant secretary and may be sealed with the seal of this corporation or a facsimile of the seal.

The signatures of the foregoing officers may be facsimiles if the certificate is manually signed on behalf of a transfer agent or a registrar, other than the corporation or an employee of the corporation. If, before the certificate is issued, any officer holder who signed or whose facsimile signature has been placed on the certificate ceases to hold that office, the certificate may be issued and will be as effective as if that person were an officer at the date of issuance.

Every certificate evidencing shares that are restricted as to the sale, disposition, or other transfer shall (a) bear a legend stating that those shares are restricted as to transfer and (b) summarize, or state that the corporation will furnish to any shareholder, upon request and without charge, a full statement of, those restrictions.

Every certificate evidencing shares shall state on its face (a) the name of the corporation, (b) that the corporation is organized under the laws of Florida, (c) the name of the person or persons to whom the shares are issued, (d) the number and class of shares, (e) the designation of the series, if any, that the certificate evidences, and (f) the par value of each share evidenced by the certificate or a statement that the shares have no par value.

Section 3.  Transfer. No transfer of shares is valid against this corporation unless made in accordance with the share transfer restrictions provided in Article VI of these bylaws and until it has been registered on the corporation’s stock transfer books and the person named in the certificate as the shareholder, or his attorney-in-fact so constituted in writing, has surrendered the certificate to the corporation appropriately endorsed for transfer.

Section 4.  Lost, Stolen, or Destroyed Certificates. The corporation may issue a new certificate in the place of any certificate previously issued if the holder of record of the corporation (a) makes proof in affidavit form that it has been lost, destroyed, or wrongfully taken, (b) requests the issuance of a new certificate before the corporation has notice that the certificate has been acquired by a purchaser for value in good faith and without notice of any adverse claim, (c) if requested by the corporation, gives bond in such form as the corporation directs, to indemnify the corporation, the transfer agent, and the registrar against any claim that may be made because of the alleged loss, destruction, or theft of a certificate, and (d) satisfies any other reasonable requirements imposed by the corporation.

ARTICLE VI.  BOOKS AND RECORDS

Section 1.  Records Required. This corporation shall keep correct and complete books and records of account and minutes of the proceedings of its shareholders, board of directors, and committees of directors, and shall keep at its registered office or principal place of business, or at the office of its transfer agent or registrar, a record of its shareholders, giving the names and addresses of all shareholders, and the number, class and series, if any, of the shares held by each.

Section 2.  Form. The corporation’s books, records, and minutes may be written or kept in any other form capable of being converted into writing within a reasonable time.

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Section 3.  Inspection. Upon written demand, stating his purpose, any person who has been a holder of record of either shares or voting trust certificates representing shares of this corporation for at least six months immediately preceding his demand or who is the holder of record of, or the holder of record of voting certificates for, at least five percent of the outstanding shares of any class or series of this corporation may examine, in person or by agent or attorney, at any reasonable time for any proper purpose, its relevant minutes, books and records of accounts, and records of shareholders and make extracts from them. This right of inspection does not extend to any person who is not acting in good faith or for a proper purpose in making his demand or who, within two years, has (a) sole or offered for sale any list of shareholders or holders of voting trust certificates for shares of this or any other corporation, (b) aided or abetted any person in obtaining a list of shareholders or holders of voting trust certificates for that purpose, or (c) improperly used any information  secured through any prior examination of the minutes, books and records of account, or record of shareholders or holders of voting trust certificates for shares of this or any other corporation.

Section 4.  Financial Reports. Unless modified by resolution of the shareholders, not later than four months after the close of each fiscal year, this corporation shall prepare a balance sheet showing in reasonable detail the financial condition of the corporation as of the close of its fiscal year and a profit and loss statement showing the results of its operation during its fiscal year. These balance sheets and profit and loss statements shall be (a) filed in the registered officer of the corporation in Florida, (b) kept for at least five (5) years, and (c) subject to inspection during business hours by any shareholder or holder of voting trust certificates, in person or by agent. The corporation shall mail a copy of the most recent balance sheet and profit and loss statement to any shareholder or holder of voting trust certificates for shares of the corporation, upon his written request.

ARTICLE VII.  DIVIDENDS

The board of directors from time to time may declare, and the corporation may pay, dividends on the corporation’s outstanding shares in the manner and upon the terms and conditions provided by law.

ARTICLE VIII.  SEAL

The corporate seal shall have the name of the corporation and the word “seal” inscribed on it, and may be a facsimile, engraved, printed, or impression seal.

ARTICLE IX.  AMENDMENT

These bylaws may be repealed or amended, and additional bylaws may be adopted, by a majority vote of the full board of directors or by a vote of the holders of a majority of the issued and outstanding shares entitled to vote, but the board of directors may not amend or repeal any bylaw adopted by the shareholders if the shareholders specifically provide that the bylaw is not subject to amendment or repeal by the directors.

11

EX-3.21

Exhibit 3.21

AMENDED AND RESTATED
ARTICLES OF ORGANIZATION
OF
INTERVAL SOFTWARE SERVICES, LLC
(ORIGINALLY, RESORT SOLUTIONS, LLC)

RESORT SOLUTIONS, LLC, a limited liability company organized and existing under and by virtue of the Florida Limited Liability Company Act (the “Company”), whose Articles of Organization were duly filed on July 19, 2001, hereby adopts the following Amended and Restated Articles of Organization changing its name to INTERVAL SOFTWARE SERVICES, LLC and changing its registered office and agent, as follows:

ARTICLE I

Name and Duration

The name of this Limited Liability Company is INTERVAL SOFTWARE SERVICES, LLC (hereinafter referred to as the “Company”). The duration of the Company commenced on July 19, 2001 and shall be perpetual.

ARTICLE II

Principal Office

The mailing address and the street address of the Company’s principal office is 6262 Sunset Drive, Penthouse One, Miami, Florida, 33143 or such other place as the Members of the Company may determine from time to time.

ARTICLE III

Registered Office and Agent

The address of the registered office of the Company in the State of Florida is 6262 Sunset Drive, Penthouse, Miami, Florida, 33143. The name of the registered agent at such address is Victoria J. Kincke.

These Amended and Restated Articles of Organization and the change of the registered office and agent have been duly authorized by the Board of Managers and the Sole Member of the Company and are duly executed and are being filed in accordance with Section 608.411, Florida Statutes.

IN WITNESS WHEREOF, the Company has caused this Certificate to be signed by Craig M. Nash, its President, and attested to by Victoria J. Kincke, its Secretary, this 14th day of September, 2001.

ATTEST:	RESORT SOLUTIONS, LLC,
	(to be known as INTERVAL SOFTWARE
	SERVICES, LLC)
/s/ Victoria J. Kincke	By:	/s/ Craig M. Nash
Victoria J. Kincke, Secretary		Craig M. Nash, President

2

REGISTERED AGENT CERTIFICATE

Pursuant to the Florida Limited Liability Company Act, the following is submitted, in compliance with said statute:

That INTERVAL SOFTWARE SERVICES, LLC, formerly known as RESORT SOLUTIONS, LLC, desiring to change its registered office as indicated in its Amended and Restated Articles of Organization, has named Victoria J. Kincke, located at 6262 Sunset Drive, Penthouse, Miami, Florida 33143, as its registered agent to accept service of process and perform such other duties as are required in the State of Florida.

ACKNOWLEDGMENT:

Having been named to accept service of process and serve as registered agent for the above-stated Company at the place designated in this Certificate, the undersigned hereby accepts to act in this capacity, and agrees to comply with the provision of said statute relative in keeping open the office, and further states that she is familiar with Section 608.415, Florida Statutes.

/s/ Victoria J. Kincke

Victoria J. Kincke

DATED:  September 14th, 2001

Dated:

3

ARTICLES OF MERGER
OF
CCS INTERNATIONAL, INC.
WITH AND INTO
RESORT SOLUTIONS, LLC

Pursuant to the provisions of the Florida Business Corporation Act and the Florida Limited Liability Company Act, CCS International, Inc., a Florida corporation, and Resort Solutions, LLC, a Florida limited liability company, do hereby adopt the following Articles of Merger.

1.             Attached hereto as Exhibit A and made a part hereof is the Agreement and Plan of Merger for merging CCS International, Inc. (“CCSI”) with and into Resort Solutions, LLC (“Solutions”), as unanimously approved by the Board of Directors of CCSI on the 31^st day of July, 2001 and approved by the sole shareholder of CCSI on the 31^st day of July, 2001.

2.             The sole managing member and sole member of Solutions unanimously approved the Agreement and Plan of Merger on the 31^st day of July, 2001.

3.             Resort Solutions, LLC, a Florida limited liability company shall be the surviving entity. The principal executive office of the surviving entity is 6262 Sunset Drive, Penthouse One, Miami, Florida 33143.

4.             The effective time and date of the merger herein provided for in the State of Florida shall be as of the time and date of the filing of these Articles of Merger.

Executed on August 14^th, 2001.

CCS INTERNATIONAL, INC.
By:	/s/ Paul W. Rishell
	Paul W. Rishell
	President
RESORT SOLUTIONS, LLC
By:	CCSI Acquisition Corp., as sole
	managing member
	By:	/s/ Paul W. Rishell
		Paul W. Rishell
		Executive Vice President

AGREEMENT AND PLAN OF MERGER

This Agreement and Plan of Merger (the “Agreement”) is entered into this 14th day of August, 2001, by and between CCS International, a Florida corporation (“CCSI”), and Resort Solutions, LLC, a Florida limited liability company (“Solutions”).

WITNESSETH:

WHEREAS, CCSI is a corporation duly organized and validly existing under the laws of the State of Florida, and, as of this date, CCSI has one shareholder who owns all of the issued and outstanding shares in CCSI;

WHEREAS, Solutions is a limited liability company duly organized and validly existing under the laws of the State of Florida, and, as of this date, Solutions has one member who holds a one hundred percent (100%) membership interest in Solutions;

WHEREAS, CCSI Acquisition Corp., a Delaware corporation (“CAC”) is the sole shareholder of CCSI and the sole member of Solutions;

WHEREAS, the sole shareholder and Board of Directors of CCSI, and the sole member and sole managing member of Solutions, deem it advisable and in the best interests of their respective business entities that CCSI be merged with and into Solutions (the “Merger”), with Solutions as the surviving entity (in its capacity as the surviving entity, the “Surviving Entity”), pursuant to the provisions of the Florida Limited Liability Company Act (the “LLC Act”) and the Florida Business Corporation Act (the “Corporate Act”); and

WHEREAS, the Board of Directors and sole shareholder of CCSI and the sole member and sole managing member of Solutions have approved and adopted this Agreement and the Merger.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants contained herein and for the purpose of prescribing the terms and conditions of the Merger, the parties hereby agree as follows:

ARTICLE I

THE MERGER

1.1           Merger.  Subject to the terms and conditions of this Agreement, and in accordance with the provisions of the Corporate Act and LLC Act, on the Effective Date (as defined below), CCSI shall be merged with and into Solutions, the separate existence of CCSI shall cease and Solutions shall be the Surviving Entity and shall continue its existence under the laws of the State of Florida.

1.2           Continuation of Existence.  Except as otherwise provided in this Agreement, the existence and identity of Solutions, with all its purposes, powers, franchises, privileges, rights and immunities, shall continue unaffected and unimpaired by the Merger, and the existence and identity of CCSI with all its purposes, powers, franchises, privileges, rights and immunities, as of

the Effective Date shall be merged with and into that of Solutions, and Solutions shall be vested fully therewith and the separate existence and identity of CCSI shall thereafter cease.

1.3           Effective Date.  The Merger shall become effective as of the date and time on which the Articles of Merger are filed with the Secretary of State of the State of Florida, as specified by the LLC Act (the “Effective Date”).

ARTICLE II

OPERATING AGREEMENT, MANAGING MEMBER AND
MEMBERS OF THE SURVIVING ENTITY

2.1           Certificate of Formation.  The Articles of Organization of Solutions shall continue in full force and effect and shall be the Articles of Organization of the Surviving Entity.

2.2           Operating Agreement.  The Operating Agreement of Solutions in existence and as in effect immediately prior to the Effective Date shall continue in full force and effect and shall be the Operating Agreement of the Surviving Entity.

2.3           Members.  The sole member of Solutions immediately prior to the Effective Date shall continue to be the sole member of the Surviving Entity until its earlier withdrawal, dissolution or bankruptcy.

2.4           Managing Member.  The sole managing member of Solutions immediately prior to the Effective Date shall continue to be the sole managing member of the Surviving Entity until its earlier withdrawal, dissolution or bankruptcy.

ARTICLE III

TRANSFER OF PROPERTY AND
CANCELLATION OF SHARES

3.1           Transfer of Property.  On the Effective Date, any and all property of CCSI, whether real, personal or mixed, and all debts and causes of action belonging to CCSI, shall be vested in Solutions, and shall thereafter be the property of Solutions. The title to any real property vested by deed or otherwise shall not revert or be in any way impaired by reason of the Merger but shall immediately vest in Solutions without further action by Solutions. All rights of creditors and all liens upon any property of CCSI shall be preserved unimpaired, and all debts, liabilities and duties of CCSI that have merged and shall attach to Solutions may be enforced against Solutions to the same extent as if the debts, liabilities and duties had been incurred or contracted by Solutions.

3.2           Cancellation of Shares.  As of the Effective Date, each of the shares of CCSI common stock issued and outstanding immediately prior to the Effective Date shall, by virtue of the Merger and without any action on the part of the holder thereof, automatically be cancelled.

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ARTICLE IV

GENERAL

4.1           Termination and Abandonment.  At any time prior to the consummation of the Merger, this Agreement may be terminated and the Merger abandoned by CCSI or Solutions.

4.2           Amendment.  This Agreement may be amended at any time prior to the Effective Date with the mutual consent of CCSI and Solutions.

4.3           Governing Law.  This Agreement shall be governed by and construed in accordance with the laws of the State of Florida.

4.4           Counterparts.  This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original and all of which taken together shall constitute one instrument.

4.5           Waiver.  At any time prior to the Effective Date, the parties may, by written agreement, (i) extend the time for the performance of any of the obligations or other acts of the parties hereto, (ii) waive any inaccuracy in the statements contained in this Agreement or in any document delivered, or (iii) waive compliance with any of the covenants, conditions or agreements contained in this Agreement.

4.6           Severability.  The invalidity or unenforceability of any provision hereof shall in no way affect the validity or enforceability of any other provision.

IN WITNESS WHEREOF, the undersigned have executed this Agreement and Plan of Merger as of the day and year first above written.

/s/ Victoria J. Kincke	CSS INTERNATIONAL, INC.
Witness
/s/ Theresa Pagan	By:	/s/ Paul W. Rishell
Witness		Paul W. Rishell
		President
/s/ Victoria K. Kincke	RESORT SOLUTIONS, LLC
Witness
	By:	CCSI Acquisition Corp., as sole
		managing member
/s/ Theresa Pagan	By:	/s/ Paul W. Rishell
Witness		Paul W. Rishell
		Executive Vice President

3

ARTICLES OF ORGANIZATION

OF

RESORT SOLUTIONS, LLC

ARTICLE I

Name and Duration

The name of this Limited Liability Company is RESORT SOLUTIONS, LLC (hereinafter referred to as the “Company”). The duration of the Company shall commence upon the filing of these Articles of Organization and shall be perpetual.

ARTICLEII

Principal Office

The mailing address and the street address of the Company’s principal office is 6262 Sunset Drive, Penthouse One, Miami, Florida 33143 or such other place as the Members of the Company may determine from time to time.

ARTICLE III

Registered Office and Agent

The address of the registered office of the Company in the State of Florida is 200 South Orange Avenue, Suite 2300, SunTrust Center, Orlando, Florida 32801. The name of the registered agent at such address is A.G.C. CO.

DATED as of the 19th day of July, 2001.
A.G.C. Co., as Authorized Representative
By:	/s/ Kenneth C. Wright
Name:		Kenneth C. Wright
As its: Vice President

REGISTERED AGENT CERTIFICATE

Pursuant to the Florida Limited Liability Company Act, the following is submitted, in compliance with said statute:

That RESORT SOLUTIONS, LLC, desiring to organize under the laws of the State of Florida, and to establish a registered office as indicated in the Articles of Organization, has named A.G.C. Co., located at 200 South Orange Avenue, Suite 2300, SunTrust Center, Orlando, Florida 32801, as its registered agent to accept service of process and perform such other duties as are required in the State of Florida.

ACKNOWLEDGMENT:

Having been named to accept service of process and serve as registered agent for the above-stated Company at the place designated in this Certificate, the undersigned, by and through its duly elected officer, hereby accepts to act in this capacity, and agrees to comply with the provision of said statute relative in keeping open the office, and further states that I am familiar with Section 608.415, Florida Statutes.

A.G.C. Co., as Authorized Representative
By:	/s/ Kenneth C. Wright
Name:		Kenneth C. Wright
Title: Vice President

DATED: July 19th, 2001

EX-3.22

Exhibit 3.22

OPERATING AGREEMENT

OF

RESORT SOLUTIONS, LLC

(A Florida Limited Liability Company)

THE SECURITIES REPRESENTED BY THIS OPERATING AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR REGISTERED OR QUALIFIED UNDER ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, DELIVERED AFTER SALE, TRANSFERRED, PLEDGED, OR HYPOTHECATED UNLESS QUALIFIED AND REGISTERED UNDER APPLICABLE STATE AND FEDERAL SECURITIES LAWS OR UNLESS, IN THE OPINION OF COUNSEL SATISFACTORY TO THE COMPANY, SUCH QUALIFICATION AND REGISTRATION IS NOT REQUIRED. ANY TRANSFER OF THE SECURITIES REPRESENTED BY THIS OPERATING AGREEMENT IS FURTHER SUBJECT TO OTHER RESTRICTIONS, TERMS AND CONDITIONS.

August 1, 2001

TABLE OF CONTENTS

		Page
ARTICLE I -	DEFINITIONS	1
Section 1.1	Definitions	1
ARTICLE II -	ORGANIZATION	2
Section 2.1	Formation; Name	2
Section 2.2	Articles of Organization; Foreign Qualification	2
Section 2.3	No Liability to Third Parties	2
ARTICLE III -	PURPOSES AND POWERS; REGISTERED OFFICE AND REGISTERED AGENT; TERM OF COMPANY	2
Section 3.1	Purposes and Powers	2
Section 3.2	Principal Office; Registered Agent	3
Section 3.3	Term	3
ARTICLE IV -	MEMBERSHIP AND MEETINGS	3
Section 4.1	Annual Meeting	3
Section 4.2	Special Meetings	3
Section 4.3	Action by Member Without a Meeting	3
ARTICLE V -	CAPITAL CONTRIBUTIONS	3
Section 5.1	Initial Contributions	3
Section 5.2	No Other Capital Contributions Required	4
Section 5.3	Loans	4
ARTICLE VI -	PROFITS, LOSSES, ACCOUNTING, TAXES AND DISTRIBUTIONS	4
Section 6.1	Allocation of Profits and Losses	4
Section 6.2	Books; Fiscal Year; Accounting Terms	4
Section 6.3	Elections	4
Section 6.4	Tax Returns	4
Section 6.5	Tax Matters	4
Section 6.6	Distributions of Cash Flow	4
ARTICLE VII -	BOARD OF MANAGERS	4
Section 7.1	Function	4
Section 7.2	Number	5
Section 7.3	Qualification	5
Section 7.4	Election and Term	5

i

TABLE OF CONTENTS

(continued)

		Page
Section 7.5	Compensation	5
Section 7.6	Duties of Managers	5
Section 7.7	Presumption of Assent	5
Section 7.8	Vacancies	6
Section 7.9	Removal of Manager	6
Section 7.10	Quorum and Voting	6
Section 7.11	Executive and Other Committees	6
Section 7.12	Place of Meetings	6
Section 7.13	Regular Meetings	6
Section 7.14	Special Meetings	6
Section 7.15	Notice of Meetings	7
Section 7.16	Method of Meeting	7
Section 7.17	Action Without a Meeting	7
Section 7.18	Manager Conflicts of Interest	7
ARTICLE VIII -	OFFICERS OF THE COMPANY	8
Section 8.1	Officers	8
Section 8.2	Resignations and Removal of Officers	8
Section 8.3	Limitations on Authority of Officers	8
ARTICLE IX -	INDEMNIFICATION	9
Section 9.1	Individuals Indemnified	9
Section 9.2	Indemnification Costs; Insurance	9
ARTICLE X -	DISSOLUTION, LIQUIDATION AND TERMINATION OF THE COMPANY	10
Section 10.1	Dissolution	10
Section 10.2	Liquidation and Termination	10
Section 10.3	Payment of Debts	10
Section 10.4	Debts to Member	11
Section 10.5	Remaining Distribution	11
Section 10.6	Reserve	11
ARTICLE XI -	AMENDMENTS	11
ARTICLE XII -	INVESTMENT REPRESENTATION	11
ARTICLE XIII -	MISCELLANEOUS	11
Section 13.1	Governing Law	11
Section 13.2	Titles and Captions	11

ii

TABLE OF CONTENTS

(continued)

		Page
Section 13.3	Pronouns	11

iii

OPERATING AGREEMENT

OF

RESORT SOLUTIONS, LLC

(A Florida Limited Liability Company)

THIS OPERATING AGREEMENT (this “Operating Agreement”) is made as of the 1^st day of August, 2001 by CCSI ACQUISITION CORP., a Delaware corporation, as the sole member (the “Member”) in order to form a limited liability company under the laws of the State of Florida for the purposes and upon the terms and conditions hereinafter set forth.

ARTICLE I - DEFINITIONS

Section 1.1             Definitions. Whenever used in this Operating Agreement the following terms shall have the meanings respectively assigned to them in this Article I unless otherwise expressly provided herein or unless the context otherwise requires:

Act:  “Act” shall mean the Florida Limited Liability Company Act, as set forth in Chapter 608 of the Florida Statutes, as in effect from time to time in the State of Florida.

Additional Member:  “Additional Member” shall mean any Person admitted as a Member of the Company after the date of original execution of this Agreement.

Articles:  “Articles” shall mean the Articles of Organization of the Company filed in the offices of the Secretary of State of Florida in accordance with Section 608.407 of the Act.

Capital Contribution:  “Capital Contribution” shall mean the amount in cash or the agreed value of Contributed Property contributed or to be contributed by the Member to the capital of the Company for the Member’s interest in the Company.

Cash Flow:  “Cash Flow” shall mean all revenues received by the Company from Company operations, including but not limited to, income from property held by the Company for investment or from the sale, exchange or other disposition of all or any part of the property of the Company or from the refinancing of any indebtedness on the property of the Company, less all expenses of every kind (before deduction for cost recovery or other non-cash expenses) of the Company for any period.

Code:  “Code” shall mean the Internal Revenue Code of 1986 and the Treasury Regulations promulgated thereunder, as amended.

Company:  “Company” shall mean Resort Solutions, LLC, a Florida limited liability company.

Contributed Property:  “Contributed Property” shall mean the Member’s interest in property or other consideration contributed to the Company by the Member.

Dispose, Disposing or Disposition:  “Dispose,” “Disposing,” or “Disposition” shall mean a sale, assignment, transfer, exchange, mortgage, pledge, grant of a security interest, or other disposition or encumbrance (including, without limitation, by operation of law), or the acts thereof

IRS:  “IRS” shall mean the Internal Revenue Service of the United States of America.

Member:  “Member” shall mean CCSI Acquisition Corp.

Membership Interest:  “Membership Interest” shall mean the interest of the Member in the Company’s profits and losses. CCSI Acquisition Corp.’s Membership Interest shall be one hundred percent (100%).

Operating Agreement:  “Operating Agreement” shall mean this Operating Agreement as the same may be amended from time to time in accordance with the terms hereof

Person:  “Person” shall have the meaning given that term in Section 608.402(25) of the Act.

ARTICLE II - ORGANIZATION

Section 2.1             Formation; Name. The Member hereby makes this Operating Agreement for the purpose of setting forth its rights and obligations. The name of the Company is Resort Solutions, LLC.

Section 2.2             Articles of Organization; Foreign Qualification. The Member has caused to be filed for record the Articles of the Company in the office of the Secretary of State of the State of Florida in accordance with Section 608.407 of the Act. Prior to the Company’s conducting business in any jurisdiction other than the State of Florida, the Member or Board of Managers shall cause the Company to comply, to the extent procedures are available, with all requirements necessary to qualify the Company as a foreign limited liability company in that jurisdiction. At the request of the Board of Managers, or on its own initiative, the Member shall execute, acknowledge, swear to, and deliver all certificates and other instruments conforming with this Operating Agreement that are necessary or appropriate to qualify, continue and terminate the Company as a foreign limited liability company in all such jurisdictions in which the Company may conduct business.

Section 2.3             No Liability to Third Parties. Neither the Member nor or any member of the Board of Managers shall be liable for the debts, obligations or liabilities of the Company, including under a judgment decree or order of a court.

ARTICLE III - PURPOSES AND POWERS; REGISTERED OFFICE AND
REGISTERED AGENT; TERM OF COMPANY

Section 3.1             Purposes and Powers. The Company has been formed for the purpose of engaging in any lawful business or activity, and the Company shall have all of the powers granted to a limited liability company under the Act and other laws of the State of

2

Florida, including, without limitation, the powers specifically enumerated in Section 608.404 of the Act.

Section 3.2             Principal Office; Registered Agent. The principal office of the Company in the State of Florida shall be 6262 Sunset Drive, Penthouse One, Miami, Florida 33143 or at such other place as the Member or Board of Managers may from time to time determine. Initially, the registered agent and the address for service of process on the Company in the State of Florida shall be A.G.C. Co., 200 South Orange Avenue, Suite 2300, Orlando, Florida 32801. The powers of the Company shall be exercised by and the business and affairs of the Company shall be managed under the direction of the Member, who shall act in its sole discretion. The Member shall, in its sole discretion, make all and any decisions and take all and any actions for the Company. Notwithstanding the foregoing statements, the Member shall have the authority, and hereby elects to delegate management of the Company’s business and affairs to a Board of Managers pursuant to Article VII herein.

Section 3.3             Term. Unless earlier dissolved or terminated pursuant to law or the provisions of this Operating Agreement, the Company as herein constituted shall continue in perpetuity.

ARTICLE IV - MEMBERSHIP AND MEETINGS

The Member is an initial signatory to this Agreement and has been admitted to the Company as a Member in accordance with the Articles of this Agreement. The Member has not resigned, withdrawn, been expelled or, if other than an individual, dissolved.

Section 4.1             Annual Meeting. The annual meeting of the Member for the election of managers and the transaction of such other business as may properly come before the meeting shall be held on such date as is determined by the Board of Managers. If the annual meeting is not held, by oversight or otherwise, a special meeting shall be held as soon as practical, and any business transacted or election held at that meeting shall be as valid as if transacted or held at the annual meeting.

Section 4.2             Special Meetings. Special meetings of the Member for any purpose shall be held when called by the Member, President or the Board of Managers.

Section 4.3             Action by Member Without a Meeting. Any action required by law, this Operating Agreement or the Articles of Organization for the Company to be taken at an annual or special meeting of the Member or any action that may be taken at any annual or special meeting of the Member may be taken without a meeting, without prior notice, and without a vote, if a written consent setting forth the action taken is signed by the Member.

ARTICLE V - CAPITAL CONTRIBUTIONS

Section 5.1             Initial Contributions. The Member has contributed or has agreed to contribute cash or property to the capital of the Company the value of which is listed opposite the name of the Member on Exhibit “A” attached hereto.

3

Section 5.2             No Other Capital Contributions Required. The Member shall not be required to contribute any additional capital to the Company.

Section 5.3             Loans. The Member may, at any time, make or cause a loan to be made to the Company in any amount and on those terms upon which the Company and the Member agree.

ARTICLE VI - PROFITS, LOSSES, ACCOUNTING, TAXES AND DISTRIBUTIONS

Section 6.1             Allocation of Profits and Losses. Except as otherwise provided herein, the net profits from the operation of the business of the Company and the net losses incurred by the Company (including gain or loss from the sale, exchange or other disposition of all or any portion of the assets of the Company) shall be allocated to the Member in accordance with such Member’s Membership Interest in the Company.

Section 6.2             Books; Fiscal Year; Accounting Terms.

(a)           The books of the Company shall be kept in accordance with generally accepted accounting principles, consistently applied, and pursuant to such method as is chosen by the Member.

(b)           The fiscal year of the Company shall be the calendar year.

(c)           The terms “profits” and “losses,” as used herein, shall mean profits and losses as determined for federal income tax purposes.

Section 6.3             Elections. The Member or Board of Managers shall elect pursuant to Section 754 of the Code, or such other applicable Section of the Code, to adjust the basis of the Company’s assets for all transfers of Membership Interests if such election would benefit the Member or the Company.

Section 6.4             Tax Returns. The Board of Managers shall cause to be prepared and filed all necessary federal and state income tax returns for the Company, The Member shall furnish to the Board of Managers all pertinent information in its possession relating to Company operations that is necessary to enable the Company’s income tax returns to be prepared and filed.

Section 6.5             Tax Matters. The Member shall be the “Tax Matters Partner” as such term is defined in Section 6231(a)(7) of the Code.

Section 6.6             Distributions of Cash Flow. The Member may, in its sole discretion, distribute from time to time the Company’s Cash Flow to the Member.

ARTICLE VII - BOARD OF MANAGERS

Section 7.1             Function. The business of the Company shall be managed and its powers exercised by the Board of Managers (the “Board”).

4

Section 7.2             Number. The Company shall have three managers initially. The number of managers may be increased or decreased from time to time by the Member at any regular or special meeting of the Member, but no decrease shall have the effect of shortening the term of an incumbent manager (unless the Member removes the manager), nor shall there ever be less than three managers. The initial members of the Board shall be Craig M. Nash, Jeanette E. Marbert, and W. Carl Drew.

Section 7.3             Qualification. Each manager must be an adult, but need not be a resident of Florida.

Section 7.4             Election and Term. Each person named herein as a member of the initial Board of Managers shall hold office until the first annual meeting of the Member and until a successor manager has been elected and qualified or until such manager’s earlier death, resignation, or removal from office. At each annual meeting of the Member, the Member shall elect managers to hold office until the next annual meeting. Each manager shall hold office for the term for which such manager is elected and until a successor manager has been elected and qualified or until such manager’s earlier death, resignation, or removal from office.

Section 7.5             Compensation. The Board has authority to fix the compensation of the managers as managers and as officers.

Section 7.6             Duties of Managers. A manager shall perform the duties of a manager, including such duties as a member of any committee of the Board upon which such manager serves, in good faith, in a manner the manager reasonably believes to be in the best interests of the Company, and with such care as an ordinarily prudent person in a similar position would use under similar circumstances.

In performing such duties, a manager may rely on information, opinions, reports, or statements, including financial statements and other financial data, prepared or presented by the following:

(a)           one or more officers or employees of the Company whom the manager reasonably believes to be reliable and competent in the matters presented;

(b)           counsel, public accountants, or other persons as to matters that the manager reasonably believes to be within that person’s professional or expert competence; or

(c)           a committee of the Board upon which the manager does not serve, which committee the manager reasonably believes to merit confidence, as to matters within the authority designated by it by the Articles of Organization or this Operating Agreement.

A manager shall not be considered as acting in good faith if the manager has knowledge concerning the matter in question that would cause the reliance described above to be unwarranted. A person who performs the duties of a manager in compliance with this section shall have no liability for having served as a manager of the Company.

Section 7.7             Presumption of Assent. A manager of the Company who is present at a meeting of the Board at which action on any matter of the Company is taken is

5

presumed to have assented to the action unless such manager votes against it or expressly abstains from voting on it. The secretary of the meeting shall record each abstention in the minutes of the meeting.

Section 7.8             Vacancies. Unless filled by the Member, any vacancy occurring in the Board, including any vacancy created by an increase in the number of managers may be filled by the affirmative vote of a majority of the remaining managers, even though it is less than a quorum of the Board. A manager elected to fill a vacancy shall hold office only until the next election of managers by the Member.

Section 7.9             Removal of Manager. At a meeting of the Member called for that purpose, the Member may remove any manager or the entire Board, with or without cause, and fill any vacancies created by the removal.

Section 7.10           Quorum and Voting. A majority of the full Board constitutes a quorum for the transaction of business. The act of the majority of the managers present at a meeting at which a quorum is present is the act of the Board.

Section 7.11           Executive and Other Committees. The Board, by resolution adopted by a majority of the full Board, may designate from among its members an executive committee and one or more other committees, each of which, to the extent provided in the resolution, shall have and may exercise all the authority of the Board, except that no committee shall have the authority to:

(a)           approve or recommend to the Member actions or proposals required by law to be approved by the Member;

(b)           designate candidates for the office of manager;

(c)           fill vacancies on the Board or any committee of the Board;

(d)           amend the Operating Agreement.

The Board, by resolution adopted according to this section, may designate one or more managers as alternate members of any committee, who may act in the place of any absent member at any meeting of that committee.

Section 7.12           Place of Meetings. Regular and special meetings by the Board may be held within or outside the State of Florida.

Section 7.13           Regular Meetings. A regular meeting of the Board shall be held without notice other than as provided in this Operating Agreement immediately after, and at the same place as, the annual meeting of the Member. The Board may provide, by resolution, the time and place for the holding of additional regular meetings without notice other than that resolution.

Section 7.14           Special Meetings. Special meetings of the Board may be called by or at the request of the President or any manager.

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Section 7.15           Notice of Meetings. Written notice of the time and place of special meetings of the Board shall be given to each manager by either personal delivery or first-class United States mail, telegram, or cablegram at least two days before the meeting.

Notice of a meeting of the Board need not be given to any manager who signs a waiver of notice before, during, or after the meeting. Attendance of a manager at a meeting constitutes a waiver of notice of that meeting and waiver of all objections to the time and place of the meeting, and the manner in which it was called or convened, except when the manager attends the meeting solely to object, at the beginning of the meeting, to the transaction of business because the meeting is not lawfully called or convened.

Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board need be specified in the notice or waiver of notice of that meeting.

A majority of the managers present, whether or not a quorum exists, may adjourn any meeting of the Board to another time and place. Notice of any adjourned meeting shall be given to the managers who were not present at the time of the adjournment and, unless the time and place of the adjourned meeting are announced at the time of the adjournment, to the other managers.

Section 7.16           Method of Meeting. Members of the Board may participate in a meeting of the Board by means of a conference telephone or similar communications equipment by which all persons participating in the meeting can hear each other at the same time. Participation by such means constitutes presence in person at a meeting.

Section 7.17           Action Without a Meeting. Any action required to be taken at a meeting of the managers, or any action that may be taken at a meeting of the managers or a committee of the managers, may be taken without a meeting if a written consent, setting forth the action to be taken and signed by all the managers or committee members, is filed in the minutes of the proceedings of the Board or the committee before the action is taken. All managers need not sign the same document. A unanimous, written consent has the same effect as a unanimous vote.

Section 7.18           Manager Conflicts of Interest. No contract or other transaction between the Company and one or more of its managers or any other limited liability company, corporation, firm, association or entity in which one or more of the managers are managers or officers or are financially interested, shall be either void or voidable because of that relationship or interest or because the manager or managers are present at the meeting of the Board or a committee that authorizes, approves, or ratifies the contract or transaction or because the vote(s) of a manager(s) are counted for that purpose, if:

(a)           the existence of the relationship or interest is disclosed or known to the Board or committee that authorizes, approves, or ratifies the contract or transaction by a vote or consent sufficient for the purpose, without counting the votes and consents of the interest managers; or

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(b)           the existence of the relationship or interest is disclosed or known to the Member and it authorizes, approves, or ratifies the contract or transaction by a vote or written consent; or

(c)           The contract or transaction is fair and reasonable to the Company at the time it is authorized by the Board, a committee, or the Member.

Common or interested managers may be counted in determining the presence of a quorum at a meeting of the Board or a committee that authorizes, approves, or ratifies the contract or transaction.

ARTICLE VIII - OFFICERS OF THE COMPANY

Section 8.1             Officers. The Board may appoint such officers with such authority, duties and responsibilities as the Board shall determine, to include the offices of President, Executive Vice President, Chief Financial Officer, such other Vice Presidents as the Board determines to be necessary, Secretary, and one or more Assistance Secretaries. The Board hereby appoints the following individuals as the initial officers of the Company:

Craig M. Nash	President
Jeanette E. Marbert	Executive Vice President
Paul W. Rishell	Executive Vice President
W. Carl Drew	Chief Financial Officer
N. Gene Pence	Vice President
Flavio Ravicini	Vice President
Victoria J. Kincke	Secretary
Jennifer A. West	Assistant Secretary

Section 8.2             Resignations and Removal of Officers. Any officer may resign at any time by giving written notice to the Board, and, unless otherwise specified therein, the acceptance of the resignation will not be necessary to make it effective. An officer appointed by the Board may be removed by either the Board or the Member whenever in its judgment the removal would serve the best interests of the Company.

Section 8.3             Limitations on Authority of Officers. No officer shall have the authority, without the written consent of the Member or Board, to:  (i) approve the sale, exchange or other disposition of all, or substantially all, of the Company’s assets which is to occur as part of a single transaction or plan, (ii) dissolve or liquidate the Company, (iii) admit additional members, (iv) institute proceedings to have the Company adjudicated bankrupt or insolvent, (v) consent to the institution of bankruptcy or insolvency proceedings against the Company, (vi) file a petition seeking or consenting to reorganization or relief of any applicable federal or state law relating to bankruptcy; (vii) consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Company or a substantial part of its property, (viii) make any assignment for the benefit of creditors, (ix) admit

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in writing the inability of the Company to pay its debts generally as they become due, (x) exceed the operating budget of the Company as approved by the Board.

ARTICLE IX - INDEMNIFICATION

Section 9.1             Individuals Indemnified. The Company shall indemnify to the maximum extent permitted by law, any Person who was or is a party defendant or is threatened to be made a party defendant to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Company) by reason of the fact that he/she is or was the Member, manager, officer, employee or agent of the Company, or is or was serving at the request of the Company, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding.

Section 9.2             Indemnification Costs; Insurance.

(a)           Advance Payment of Expenses. Expenses, including attorneys’ fees, incurred in defending any action, suit, or proceeding referred to in Section 9.1, shall be paid by the Company as they are incurred, in advance of the final disposition of such action, suit, or proceeding as authorized by the Board in the specific case upon receipt of an undertaking by or on behalf of the Member, manager, officer, employee or agent to repay such amount, if it shall ultimately be determined that such person is not entitled to be indemnified by the Company as authorized in this Section 9.2.

(b)           Nonexclusivity. The indemnification provided by this Section 9.2 shall not be deemed exclusive of, and shall be in addition to, any other rights to which those seeking indemnification may be entitled under this Operating Agreement or otherwise, both as to action in its official capacity and as to action in another capacity while holding such office and shall continue as to a Person who has ceased to be the Member, manager or an officer and shall inure to the benefit of the heirs, executors, and administrators of such a Person.

(c)           Liability Insurance. The Company may purchase and maintain insurance or furnish similar protection on behalf of or for any Person who is or was the Member, manager or an officer of the Company, or is or was serving at the request of the Company as a manager, trustee, officer, partner, employee, or agent of another corporation, domestic or foreign, nonprofit or for profit, partnership, joint venture, trust or other enterprise against any liability asserted against it and incurred by it in any such capacity, or arising out of its status as such, whether or not the Company.

(d)           No Obligation of Repayment. The authority of the Company to indemnify Persons pursuant to Section 9.1 does not limit the payment of expenses as they are incurred, indemnification, insurance, or other protection that may be provided pursuant to this Section 9.2. Section 9.1 does not create any obligation to repay or return payments made by the Company pursuant to Section 9.1.

(e)           Limitations on Indemnification. Notwithstanding anything contained in this Section 9.2, indemnification or advancement of expenses shall not be made to or on behalf of any Person if a judgment or other final adjudication establishes that the actions, or omissions

9

to act, of such Person were material to the cause of action so adjudicated and constitute any of the following:

(i)a violation of criminal law, unless the Person had no reasonable cause to believe such conduct was unlawful;

(ii)a transaction from which such Person derived an improper personal benefit;

(iii)in the case of the Member, a circumstance under which the liability provisions for improper distribution of property of the Company or impairment of the capital of the Company are applicable under Section 608.426 of the Act; and

(iv)willful misconduct or a conscious disregard for the best interests of the Company in a proceeding by or in the right of the Company to procure a judgment in its favor or in a proceeding by or in the right of a Member.

ARTICLE X - DISSOLUTION, LIQUIDATION AND
TERMINATION OF THE COMPANY

Section 10.1           Dissolution. Notwithstanding any provision in this Operating Agreement to the contrary, the Company shall be dissolved and its affairs wound up upon the occurrence of any of the following:

(a)           the consent of the Member to dissolution of the Company;

(b)           the dissolution, retirement, death, incapacity, or bankruptcy of the Member, unless the business of the Company is continued by an Additional Member; or

(c)           a decree of judicial dissolution of the Company is entered under Section 608.4493 of the Act.

Section 10.2           Liquidation and Termination. Upon dissolution of the Company, the Member shall act as the liquidator. The liquidator shall proceed diligently to wind up the affairs of the Company and make final distributions as provided herein and in the Act. The costs of liquidation shall be borne as a Company expense. Until final distribution, the liquidator shall continue to operate the Company properties with all of the power and authority of the Member. A reasonable time shall be allowed for the orderly liquidation of the assets of the Company and the discharge of liabilities to creditors so as to enable the liquidator to minimize any losses resulting from liquidation. The liquidator shall apply the proceeds of liquidation as set forth in the remaining sections of this Article XI.

Section 10.3           Payment of Debts. The assets shall first be applied to the payment of the liabilities of the Company (other than any loans or advances that may have been made by the Member to the Company) and the expenses of liquidation.

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Section 10.4           Debts to Member. The remaining assets shall next be applied to the repayment of any loans made by the Member to the Company.

Section 10.5           Remaining Distribution. The remaining assets shall then be distributed to the Member.

Section 10.6           Reserve. Notwithstanding the provisions of Sections 10.4 and 10.5, the liquidator may retain such amount as it deems necessary as a reserve for any contingent liabilities or obligations of the Company, which reserve, after the passage of a reasonable period, shall be distributed pursuant to the provisions of this Article.

ARTICLE XI - AMENDMENTS

This Operating Agreement may be amended at anytime, for any purpose, at the sole discretion of the Member.

ARTICLE XII - INVESTMENT REPRESENTATION

The Member hereby warrants and represents that it is acquiring its interest in the Company solely for investment purposes and not with a view to the distribution or resale thereof.

ARTICLE XIII - MISCELLANEOUS

Section 13.1           Governing Law. The Company and this Operating Agreement shall be governed by and construed in accordance with the laws of the State of Florida.

Section 13.2           Titles and Captions. All titles and captions are for convenience only, do not form a substantive part of this Operating Agreement, and shall not restrict or enlarge any substantive provisions of this Operating Agreement.

Section 13.3           Pronouns. All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, neuter, singular or plural, as the identity of the Person or Persons may require.

IN WITNESS WHEREOF, the Sole Member has hereunto set its hand as of the day and year first above written,

CCSI ACQUISITION CORP., sole member
By:	/s/ Jeanette E. Marbert
Name:		Jeanette E. Marbert
Title:		Executive Vice President

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EXHIBIT “A”

Name and Address	Cash Contributed		Value and Type of Property Contributed	Membership Interest
CCSI Acquisition Corp. 6262 Sunset Drive Penthouse One Miami, Florida 33143	$	1,000.00	$	100	%

EXHIBIT “A” (Revised)

Name and Address	Cash Contributed		Value and Type of Property Contributed	Membership Interest		Status
CCSI Acquisition Corp. 6262 Sunset Drive Penthouse One Miami, Florida 33143	$	1,000.00	$	100	%	Extinguished by Merger
IIC Holdings, Incorporated,	As a consequence of the merger of CCSI Acquisition Corp. into IIC Holdings, Incorporated, effective as of August 14, 2001			100	%	Contributed to Interval Holdings, Inc.
Interval Holdings, Inc.	Contribution by IIC Holdings, Incorporated as of August 14, 2001			100	%	Contributed to Interval International, Inc.
Interval International, Inc.	Contribution by Interval Holdings, Inc.			100	%

FIRST AMENDMENT TO THE OPERATING AGREEMENT

OF

INTERVAL SOFTWARE SERVICES, LLC

(A Florida Limited Liability Company)

THIS FIRST AMENDMENT (this “Amendment”) to the Operating Agreement of Interval Software Services, LLC, a Florida limited liability company (the “Operating Agreement”), is made and executed by Interval International, Inc,, a Florida corporation (“II”) pursuant to Article XI of the Operating Agreement.

RECITALS

WHEREAS, Interval Software Services, LLC (“ISS”), was formerly known as Resort Solutions, LLC (“Resort Solutions”) (hereinafter ISS and Resort Solutions are referred to singularly as the “Company”);

WHEREAS, the Company originally had, as its sole member, CCSI Acquisition Corp. (“CAC”);

WHEREAS, CAC merged into IIC Holdings, Inc. (“IIC”), with IIC continuing in existence as the surviving entity;

WHEREAS, as a result of the merger between CAC and IIC, IIC became the sole member of the Company;

WHEREAS, IIC thereafter contributed its membership interest in the Company to Interval Holdings, Inc. (“IH”), as a result of which IH became the sole member of the Company;

WHEREAS, IH thereafter contributed its membership interest in the Company to Interval International, Inc. (“II”), as a result of which U became the sole member of the Company;

WHEREAS, II, as the sole member of the Company, desires to amend the Operating Agreement of the Company to provide for the issuance of membership certificates to evidence membership interests in the Company, and the Company desires to issue to II a membership certificate; and

WHEREAS, II, as the sole member of the Company, confirms that Exhibit “A” attached to this Amendment is true and correct and is a current version of Exhibit “A” of the Operating Agreement.

NOW THEREFORE, the Operating Agreement of the Company is amended as follows:

1.             The above Recitals are true and correct and incorporated herein.

2.             All capitalized terms used in this Amendment shall have the definitions given in the Operating Agreement unless the context requires otherwise.

3.             Section 4.4 of the Operating Agreement is created to read as follows:

Section 4.4  Issuance of Membership Certificate. To evidence the Member’s Membership Interest in the Company, the Company may cause to be issued to each Member, or Member’s successor(s) in interest, a membership certificate, a form of which is attached hereto as Exhibit “B.”

IN WITNESS WHEREOF, Interval International, Inc. has executed this Amendment effective as of the 1st day of March, 2003.

WITNESSES:		INTERVAL INTERNATIONAL, Inc., a Florida corporation
/s/ Jennifer A. West
Print Name:	Jennifer A. West	By:	/s/ W.C. Drew
/s/ John Archer
Print Name:	John Archer	Print Name:			W.C. Drew
		As Its:		Chief Financial Officer

Exhibit “A”

EXHIBIT “A” (Revised)

Name and Address	Cash Contributed		Value and Type of  Property Contributed	Membership Interest
CCSI Acquisition Corp. 6262 Sunset Drive Penthouse One Miami, Florida 33143	$	1,000.00	N/A	100	%
IIC Holdings, Inc.	As a consequence of the merger of CCSI Acquisition Corp. into IIC Holdings, Incorporated, effective as of August 14, 2001			100	%
Interval Holdings, Inc.	Contribution by IIC Holdings, Incorporated as of August 14, 2001			100	%
Interval International, Inc.	Contribution by Interval Holdings, Inc.			100	%

EX-3.23

Exhibit 3.23

CERTIFICATE OF INCORPORATION

OF

CUC Vacation Exchange, Inc.

1.             The name of the corporation is:

CUC Vacation Exchange, Inc.

2.             The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle.  The name of its registered agent at such address is The Corporation Trust Company.

3.             The nature of the business or purposes to be conducted or promoted is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

4.             The total number of shares of stock which the corporation shall have authority to issue is One Thousand Five Hundred (1,500) all of such shares shall be without par value.

5.             The board of directors is authorized to make, alter or repeal the by-laws of the corporation. Election of directors need not be by written ballot.

6.             The name and mailing address of the incorporator is:

M. C. Kinnamon

Corporation Trust Center

1209 Orange Street

Wilmington, Delaware 19801

7.             A director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director except for liability (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which the director derived any improper personal benefit.

I, THE UNDERSIGNED, being the incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of Delaware, do make this certificate, hereby declaring and certifying that this is my act and deed and the facts herein stated are true, and accordingly have hereunto set my hand this 7^th day of December, 1992.

/s/ M.C. Kinnamon

M. C. Kinnamon

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

* * * * *

CUC Vacation Exchange, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware,

DOES HEREBY CERTIFY:

FIRST:	That the Board of Directors of said corporation, by the unanimous written consent of its members, filed with the minutes of the Board, adopt, pursuant to Section 141(f) of the General Corporation Law of the State of Delaware, a resolution proposing and declaring advisable the following amendment to the Certificate of Incorporation of said corporation:
	RESOLVED, that the Certificate of Incorporation of CUC Vacation Exchange, Inc. be amended by changing the First Article thereof so that, as amended, said Article shall be and read as follows:
	The name of the corporation is Interval Vacation Exchange, Inc.
SECOND:	That in lieu of a meeting and vote of stockholders, the stockholders have given unanimous written consent to said amendment in accordance with the provisions of Section 228 of the General Corporation Law of the State of De1aware.
THIRD:	That the aforesaid amendment was duly adopted in accordance with the applicable provisions of Sections 242 and 228 of the General Corporation Law of the State of De1aware.
FOURTH:	That this Certificate of Amendment of the Certificate of Incorporation shall be effective as of the date hereof.

* * * * *

IN WITNESS WHEREOF, said CUC Vacation Exchange, Inc. has caused this certificate to be signed this 16^th day of December, 1997.

CUC VACATION EXCHANGE, INC.
By:	/s/ E. Kirk Shelton
Name:	e. Kirk Shelton
Title:	Vice President

EX-3.24

Exhibit 3.24

BY-LAWS

OF

CUC Vacation Exchange, Inc.
(A Delaware Corporation)

1.             CERTIFICATES REPRESENTING STOCK. Every holder of stock in the corporation shall be entitled to have a certificate signed by, or in the name of, the corporation by the Chairman or Vice-Chairman of the Board of Directors if any, or by the President or a Vice-President and by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary for each share of stock owned by him in the corporation. Any and all signatures on any such certificate may be facsimiles. In case any officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is used, it may be issued by the corporation with the same effect as if he were such officer, transfer agent, or registrar at the date of issue.

Whenever the corporation shall be authorized to issue more than one class of stock or more than one series of any class of stock, and whenever the corporation shall issue any shares of its stock as partly paid stock, the certificates representing shares of any such class or series or of any such partly paid stock shall set forth thereon the statements prescribed by the General Corporation Law. Any restrictions on the transfer or registration of transfer of any shares of stock of any class or series shall be noted conspicuously on the certificate representing such shares.

The corporation may issue a new certificate of stock in place of any certificate theretofore issued by it, alleged to have been lost, stolen, or destroyed, and the Board of Directors may require the owner of any lost, stolen, or destroyed certificate, or his legal representative, to give the corporation a bond sufficient to indemnify the corporation against any claim that may be made against it on account of the alleged loss, theft, or destruction of any such certificate or the issuance of any such new certificate.

2.             FRACTIONAL SHARE INTERESTS. The corporation may, but shall not be required to, issue fractions of a share. If the corporation does not issue fractions of a share, it shall (1) arrange for the disposition of fractional interests by those entitled thereto, (2) pay in cash the fair value of fractions of a share as of the time when those entitled to receive such fractions are determined, or (3) issue scrip or warrants in registered or bearer form which shall entitle the holder to receive a certificate for a full share upon the surrender of such scrip or warrants aggregating a full share. A certificate for a fractional share shall, but scrip or warrants shall not unless otherwise provided therein, entitle the holder to exercise voting rights, to receive dividends thereon, and to participate in any of the assets of the corporation in the event of liquidation. The Board of Directors may cause scrip or warrants to be issued subject to the conditions that they shall become void if not exchanged for certificates representing full shares before a specified date, or subject to the conditions that the shares for which scrip or warrants are

exchangeable may be sold by the corporation and the proceeds thereof distributed to the holders of scrip or warrants, or subject to any other conditions which the Board of Directors may impose.

3.             STOCK TRANSFERS. Upon compliance with provisions restricting the transfer or registration of transfer of shares of stock, if any, transfers or registration of transfers of shares of stock of the corporation shall be made only on the stock ledger of the corporation by the registered holder thereof, or by his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the corporation or with a transfer agent or a registrar, if any, and on surrender of the certificate or certificates for such shares of stock properly endorsed and the payment of all taxes due thereon.

4.             RECORD DATE FOR STOCKHOLDERS. For the purpose of determining the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or the allotment of any rights, or entitled to exercise any rights in respect of any change, conversion, or exchange of stock for the purpose of any other lawful action, the directors may fix, in advance, a record date, which shall not be more than sixty days or less than ten days before the date of such meeting, nor more than sixty days prior to any other action. If no record date is fixed, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or if notice is waived, at the close of business on the day next preceding the day on which meeting is held; the record date for determining stockholders entitled to express consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is necessary, shall be the day on which the first written consent is expressed; and the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto. A determination of stockholders of record entitled to notice of or to vote at any meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

5.             MEANING OF CERTAIN TERMS. As used herein in respect of the right to notice of a meeting of stockholders or a waiver thereof or to participate or vote thereat or to consent or dissent in writing in lieu of a meeting, as the case may be, the term “share” or “shares” or “share of stock” or “shares of stock” or “stockholder” or “stockholders” refers to an outstanding share or shares of stock and to a holder or holders of record of outstanding shares of stock when the corporation is authorized to issue only one class of shares of stock, and said reference is also intended to include any outstanding share or shares of stock and any holder of holders of record of outstanding shares of stock of any class upon which or upon whom the certificate of incorporation confers such rights where there are two or more classes or series of shares of stock or upon which or upon whom the General Corporation Law confers such rights notwithstanding that the certificate of incorporation may provide for more than one class or series of shares of stock, one or more of which are limited or denied such rights thereunder; provided, however, that no such right shall vest in the event of an increase or a decrease in the authorized number of shares of stock of any class or series which is otherwise denied voting rights under the provisions of the certificate of incorporation.

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6.             STOCKHOLDER MEETINGS.

· TIME. The annual meeting shall be held on the date and at the time fixed, from time to time, by the directors, provided, that the first annual meeting shall be held on a date within thirteen months after the organization of the corporation, and each successive annual meeting shall be held on a date within thirteen months after the date of the preceding annual meeting. Special meetings shall be held on the dates and at the times fixed by the directors.

· PLACE. Annual meetings and special meeting shall be held at such place, within or without the State of Delaware, as the directors may, from time to time fix. Whenever the directors shall fail to fix such place, the meeting shall be held at the registered office of the corporation in the State of Delaware.

· CALL. Annual meetings and special meetings may be called by the directors or by any officer instructed by the directors to call the meeting.

· NOTICE OR WAIVER OF NOTICE. Written notice of all meetings shall be given, stating the place, date, and hour of the meeting and stating the place within the city or other municipality or community at which the list of stockholders of the corporation may be examined. The notice of an annual meeting shall state that the meeting is called for the election of directors and for the transaction of other business which may properly come before the meeting, and shall, (if any other action which could be taken at a special meeting is to be taken at such annual meeting) state the purpose or purposes. The notice of a special meeting shall in all instances state the purpose or purposes for which the meeting is called. The notice of any meeting shall also include, or be accompanied by, any additional statements, information, or documents prescribed by the General Corporation Law. Except as otherwise provided by the General Corporation Law, a copy of the notice of any meeting shall be given, personally or by mail, not less than ten days nor more than sixty days before the date of the meeting, unless the lapse of the prescribed period of time shall have been waived, and directed to each stockholder at his record address or at such other address which he may have furnished by request in writing to the Secretary of the corporation. Notice by mail shall be deemed to be given when deposited, with postage thereon prepaid, in the United States mail. If a meeting is adjourned to another time, not more than thirty days hence, and/or to another place, and if an announcement of the adjourned time and/or place is made at the meeting, it shall not be necessary to give notice of the adjourned meeting unless the directors, after adjournment, fix a new record date for the adjourned meeting. Notice need not be given to any stockholder who submits a written waiver of notice signed by him before or after the time stated therein. Attendance of a stockholder at a meeting of stockholders shall constitute a waiver of notice of such meeting, except when the stockholder attends the meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting for the stockholders need be specified in any written waiver of notice.

· STOCKHOLDER LIST. The officer who has charge of the stock ledger of the corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place

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within the city or other municipality or community where the meeting is to be held, which place shall be specified in the notice of the meeting, or if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof and may be inspected by any stockholder who is present. The stock ledger shall be the only evidence as to who are the stockholders entitled to examine the stock ledger, the list required by this section or the books of the corporation, or to vote at any meeting of stockholders.

· CONDUCT OF MEETING. Meetings of the stockholders shall be presided over by one of the following officers in the order of seniority and if present and acting - the Chairman of the Board, if any, the Vice-Chairman of the Board, if any, the President, a Vice-President, or, if none of the foregoing is in office and present and acting, by a chairman to be chosen by the stockholders. The Secretary of the corporation, or in his absence, an Assistant Secretary, shall act as secretary of every meeting, but if neither the Secretary nor an Assistant Secretary is present the Chairman of the meeting shall appoint a secretary of the meeting.

· PROXY REPRESENTATION. Every stockholder may authorize another person or persons to act for him by proxy in all matters in which a stockholder is entitled to participate, whether by waiving notice of any meeting, voting or participating at a meeting, or expressing consent or dissent without a meeting. Every proxy must be signed by the stockholder or by his attorney-in-fact. No proxy shall be voted or acted upon after three years from its date unless such proxy provides for a longer period. A duly executed proxy shall be irrevocable if it states that it is irrevocable and, if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A proxy may be made irrevocable regardless of whether the interest with which it is coupled is an interest in the stock itself or an interest in the corporation generally.

· INSPECTORS. The directors, in advance of any meeting, may, but need not, appoint one or more inspectors of election to act at the meeting or any adjournment thereof. If an inspector or inspectors are not appointed, the person presiding at the meeting may, but need not, appoint one or more inspectors. In case any person who may be appointed as an inspector fails to appear or act, the vacancy may be filled by appointment made by the directors in advance of the meeting or at the meeting by the person presiding thereat. Each inspector, if any, before entering upon the discharge of his duties, shall take and sign an oath faithfully to execute the duties of inspector at such meeting with strict impartiality and according to the test of his ability. The inspectors, if any, shall determine the number of shares of stock outstanding and the voting power of each, the shares of stock represented at the meeting, the existence of a quorum, the validity and effect of proxies, and shall receive votes, ballots or consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes, ballots or consents, determine the result, and do such acts as are proper to conduct the election or vote with fairness to all stockholders. On request of the person presiding at the meeting, the inspector or inspectors, if any, shall make a report in writing of any challenge, question or matter determined by him or them and execute a certificate of any fact found by him or them.

· QUORUM. The holders of a majority of the outstanding shares of stock shall constitute a quorum at a meeting of stockholders for the transaction of any business. The stockholders present may adjourn the meeting despite the absence of a quorum.

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· VOTING. Each share of stock shall entitle the holder thereof to one vote. In the election of directors, a plurality of the votes cast shall elect. Any other action shall be authorized by a majority of the votes cast except where the General Corporation Law prescribes a different percentage of votes and/or a different exercise of voting power. In the election of directors voting shall be by written ballot. For any other action, voting need not be by ballot.

7.             STOCKHOLDER ACTION WITHOUT MEETINGS. Any action required by the General Corporation Law to be taken at any annual or special meeting of stockholders, or any action which may be taken at any annual or special meeting of stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

ARTICLE II

DIRECTORS

1.             FUNCTIONS AND DEFINITION. The business and affairs of the corporation shall be managed by the Board of Directors of the corporation. The Board of Directors shall have authority to fix the compensation of the members thereof. The use of the phrase “whole board” herein refers to the total number of directors which the corporation would have if there were no vacancies.

2.             QUALIFICATIONS AND NUMBER. A director need not be a stockholder, a citizen of the United States, or a resident of the State of Delaware. The number of directors constituting the whole board shall be at least one. Subject to the foregoing limitation, such number may be fixed from time to time by action of the stockholders or of the directors, or, if the number is not fixed, the number shall be three. The number of directors may be increased or decreased by action of the stockholders or of the directors.

3.             ELECTION AND TERM. The first Board of Directors, unless the members thereof shall have been named in the certificate of incorporation, shall be elected by the incorporator or incorporators and shall hold office until the first annual meeting of stockholders and until their successors are elected and qualified or until their earlier resignation or removal. Any director may resign at any time upon written notice to the corporation. Thereafter, directors who are elected at an annual meeting of stockholders, and directors who are elected in the interim to fill vacancies and newly created directorships, shall hold office until the next annual meeting of stockholders and until their successors are elected and qualified or until their earlier resignation or removal. In the interim between annual meetings of stockholders or of special meetings of stockholders called for the election of directors and/or for the removal of one or more directors and for the filling of any vacancy in that connection newly created directorships and any vacancies in the Board of Directors, including vacancies resulting from the removal of directors for cause or without cause, may be filled by the vote of a majority of the remaining directors then in office, although less than a quorum, or by the sole remaining director.

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4.             MEETINGS.

· TIME. Meetings shall be held at such time as the Board shall fix, except that the first meeting of a newly elected Board shall be held as soon after its election as the directors may conveniently assemble.

· PLACE. Meetings shall be held at such place within or without the state of Delaware as shall be fixed by the Board.

· CALL. No call shall be required for regular meetings for which the time and place have been fixed. Special meetings may be called by or at the direction of the Chairman of the Board, if any, the Vice-Chairman of the Board, if any, of the President, or of a majority of the directors in office.

· NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER. No notice shall be required for regular meetings for which the time and place have been fixed. Written, oral, or any other mode of notice of the time and place shall be given for special meetings in sufficient time for the convenient assembly of the directors thereat. Notice need not be given to any director or to any member of a committee of directors who submits a written waiver of notice signed by him before or after the time stated therein. Attendance of any such person at a meeting shall constitute a waiver of notice of such meeting, except when he attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the directors need be specified in any written waiver of notice.

· QUORUM AND ACTION. A majority of the whole Board shall constitute a quorum except when a vacancy or vacancies prevents such majority, whereupon a majority of the directors in office shall constitute a quorum, provided, that such majority shall constitute at least one-third of the whole Board. A majority of the directors present, whether or not a quorum is present, may adjourn a meeting to another time and place. Except as herein otherwise provided, and except as otherwise provided by the General Corporation Law, the vote of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board. The quorum and voting provisions herein stated shall not be construed as conflicting with any provisions of the General Corporation Law and these By-laws which govern a meeting of directors held to fill vacancies and newly created directorships in the Board or action of disinterested directors.

·CHAIRMAN OF THE MEETING. The Chairman of the Board, if any and if present and acting, shall preside at all meetings. Otherwise, the Vice-Chairman of the Board, if any and if present and acting, or the President, if present and acting, or any other director chosen by the Board, shall preside.

5.             REMOVAL OF DIRECTORS. Any or all of the directors may be removed for cause or without cause by the stockholders.

6.             COMMITTEES. Whenever its number consists of three or more, the Board of Directors may, by resolution passed by a majority of the whole Board, designate one or more committees, each committee to consist of two or more of the directors of the corporation. The

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Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of any member of any such committee or committees, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board, shall have and may exercise the powers and authority of the Board of Directors in the management of the business and affairs of the corporation with the exception of any authority the delegation of which is prohibited by Section 141 of the General Corporation Law, and may authorize the seal of the corporation to be affixed to all papers which may require it.

7.             INFORMAL ACTION. Any member or members of the Board of Directors or of any committee designated by the Board, may participate in a meeting of the Board, or any such committee, as the case may be, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other. Any action required or permitted to be taken at any meeting of the Board of Directors or any committee thereof may be taken without a meeting if all members of the Board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board or committee.

ARTICLE III

OFFICERS

1.             DESIGNATION. The officers of the corporation shall consist of a President, a Secretary, a Treasurer, and, if deemed necessary, expedient, or desirable by the Board of Directors, a Chairman of the Board, a Vice-Chairman of the Board, an Executive Vice-President, one or more other Vice-Presidents, one or more Assistant Secretaries, one or more Assistant Treasurers, and such other officers with such titles as the resolution or instrument choosing them shall designate.

2.             QUALIFICATION. Except as may otherwise be provided in the resolution or instrument choosing him, no officer other than the Chairman of the Board, if any, and the Vice Chairman of the Board, if any, need be a director.

Any number of offices may be held by the same person, as the directors may determine.

3.             TERM OF OFFICE. Unless otherwise provided in the resolution or instrument choosing him, each officer shall be chosen for a term which shall continue until the meeting of the Board of Directors following the next annual meeting of stockholders and until his successor shall have been chosen and qualified.

Any officer may be removed, with or without cause by the Board of Directors; and any subordinate or junior officer not chosen by the Board of Directors, but chosen under duly constituted authority conferred by the Board of Directors, may be removed, with or without cause, by the officer or officers who chose him.

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Any vacancy in any office may be filled by the Board of Directors. A vacancy in any junior or subordinate office not filled by the Board of Directors may be filled by the officer or officers duly vested with the authority to choose the person to fill such office.

4.             CHOOSING OFFICERS. The Board of Directors shall choose the President, the Secretary, the Treasurer, the Chairman of the Board, if any, the Vice-Chairman of the Board, if any, and Executive Vice-President, if any, one or more additional Vice-Presidents, if any, and such other officers as may be designated by them, and may confer upon any executive officer or officers, authority to choose junior or subordinate officers.

5.             DUTIES AND AUTHORITY. In addition to those duties that may from time to time be delegated to them by the Board of Directors, the officers of the corporation shall have the following duties:

· CHAIRMAN OF THE BOARD. The Chairman of the Board shall preside at all meetings of the stockholders and of the Board of Directors at which he is present, shall be ex-officio a member of all committees formed by the Board of Directors, shall be an active participant in the management of the business, shall authority to do anything the President may, and shall have such other duties and powers as the Board of Directors may prescribe.

· PRESIDENT. The President shall be the chief executive officer of the corporation, shall with the Chairman of the Board have general and active management of the business of the corporation, shall see that all orders and resolutions of the Board of Directors are carried into effect, and, in the absence or non-election of the Chairman of the Board, shall preside at all meetings of the stockholders and the Board of Directors at which he is present if he is also a director. The President also shall execute bonds, mortgages, and other contracts requiring a seal under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be delegated expressly by the Board of Directors to some other officer or agent of the corporation, and shall have such other powers and duties as the Board of Directors may prescribe.

· VICE-PRESIDENT. The Vice-President or Vice-Presidents, if any, shall have such duties and powers as the Board of Directors or the President may prescribe. In the absence of the President or in the event of his inability or refusal to act, the Vice-President, if any, or if there be more than one, the Vice-Presidents, in the order designated by the Board of Directors, or, in the absence of such designation, then in the order of their election, shall perform the duties and exercise the powers of the President.

· SECRETARIES AND ASSISTANT SECRETARIES. The Secretary shall record the proceedings of all meetings of the stockholders and all meetings of the Board of Directors in books to be kept for that purpose, shall perform like duties for the standing committees when required, and shall give, or cause to be given, calls and/or notices if all meetings of the stockholders and meetings of the Board of Directors in accordance with these By-laws. The Secretary also shall have custody of the corporate seal and attest thereto when authorized by the Board of Directors or the President, and shall have such other duties and powers as the Board of Directors may prescribe.

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The Assistant Secretary, if any, or if there be more than one, the Assistant Secretaries, in the order designated by the Board of Directors, or, if there be no such designation, then in order of their election, shall, in the absence of the Secretary or in the event of his inability or refusal to act, perform the duties and exercise the powers of the Secretary and shall have such other duties and powers as the Board of Directors may prescribe.

In the absence of the Secretary or an Assistant Secretary, at a meeting of the stockholders or the Board of Directors, an acting Secretary shall be chosen by the stockholders or directors, as the case may be, to exercise the duties of the Secretary at such meeting.

In the absence of the Secretary or an Assistant Secretary, or in the event of the inability or refusal of the Secretary or any Assistant Secretary to give, or cause to be given, any call and/or notice required by law or these By-laws, any such call and/or notice may be given by any person so directed by the Board of Directors, the President or stockholders upon whose requisition the meeting is called in accordance with these By-laws.

· TREASURER AND ASSISTANT TREASURER. The Treasurer shall have the custody of the corporate funds and securities, shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the Board of Directors. The Treasurer shall also disburse the funds of the corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, shall render to the Board of Directors, when the Board of Directors so requires, an account of all his transactions as Treasurer and of the financial condition of the corporation, and shall have such other duties and powers as the Board of Directors may prescribe. If required by the Board of Directors, the Treasurer shall give the corporation a bond, which shall be renewed every six years, in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of his office and for the restoration to the corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the corporation.

The Assistant Treasurer, if any, or if there be more than one, the Assistant Treasurers in the order designated by the Board of Directors, or, in the absence of such designation, then in the order of their election, shall, in the absence of the Treasurer or in the event of his inability or refusal to act, perform the duties and exercise the powers of the Treasurer and shall have other duties and powers as the Board of Directors may prescribe.

· OTHER OFFICERS. Any other officer shall have such powers and duties as the Board of Directors may prescribe.

6.             RESOLUTIONS AND INSTRUMENTS — EFFECT. The Secretary of the corporation shall keep, or cause to be kept, with the By-laws of the corporation a copy of every resolution or instrument designating and choosing officers and prescribing their qualifications, tenure, authority, duties, compensating, and other appropriate incidents and attributes of office; and each such resolution or instrument shall be deemed to be a component part of these By-laws.

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ARTICLE IV

INDEMNIFICATION

1.             NON-DERIVATIVE PROCEEDINGS. The corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative of investigative (other than an action by or in the right of the corporation) by reason of the fact that he is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

2.             DERIVATIVE PROCEEDINGS. The corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director or officer, of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duties to the corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnification for such expenses which the Court of Chancery or such other court shall deem proper.

3.             AMOUNT OF INDEMNIFICATION. To the extent that a director or officer of the corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Sections 1 or 2, or in the defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith.

4.             DETERMINATION TO INDEMNIFY. Any indemnification under Sections 1 or 2 (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is

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proper in the circumstances because he has met the applicable standard of conduct set forth in Sections 1 and 2.

Such determination shall be made (1) by the Board of Directors by the affirmative vote of all directors not parties to such action, suit or proceeding, or (2) if not obtainable, or, even if obtainable the disinterested director(s) so direct(s), by independent legal counsel in a written opinion, or (3) by the stockholders.

5.             ADVANCE PAYMENT. Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding as authorized by the Board of Directors in the specific case upon receipt of an undertaking by or on behalf of a director, officer, employee or agent to repay such amount unless it shall ultimately be determined that he is entitled to be indemnified by the corporation as authorized in this section or otherwise pursuant to the laws of Delaware.

6.             NON-EXCLUSIVENESS OF BY-LAW. The indemnification provided by this article shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any statute, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in an official capacity and as to action in another capacity while holding such office. Any indemnification, whether required under this By-law or permitted by statute or otherwise, shall continue as to a person who has ceased to be a director, officer or employee and shall inure to the benefit of the heirs, executors and administrators of such a person.

7.             INDEMNIFICATION INSURANCE. The corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation, as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the corporation would have the power to indemnify him against such liability under the provisions of this article.

ARTICLE V

GENERAL PROVISIONS

1.             DIVIDENDS. Dividends upon the capital stock of the corporation may be declared by the Board of Directors in any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property, or in shares of capital stock. Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sums or sums as the directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purposes as the directors shall think conducive to the interest of the corporation, and the directors may modify or abolish any such reserve in the manner in which it was created.

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2.             CHECKS. All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate.

3.             FISCAL YEAR. The fiscal year of the corporation shall be fixed by a resolution of the Board of Directors.

4.             SEAL. The corporate seal shall inscribed thereon the name of the corporation, the year of its organization and the words “Corporate Seal Delaware.” The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

ARTICLE VI

AMENDMENTS

These By-laws may be amended at any proper meeting of the stockholders.

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EX-3.25

Exhibit 3.25

ARTICLES OF INCORPORATION
OF
MERAGON FINANCIAL SERVICES, INC.

The undersigned natural person, being of the age of eighteen (18) years or more, does hereby make and acknowledge these Articles of Incorporation for the purpose of forming a business corporation under and by virtue of the laws of the State of North Carolina.

ARTICLE 1.00Name, Officer, Agent and Duration

(a)           Name and Address.  The name of the Corporation is MERAGON FINANCIAL SERVICES, INC.  Its street address is 86B Asheland Avenue, Asheville, North Carolina 28801.

(b)           Registered Office.  The address of the initial registered office of the Corporation. is 86B Asheland Avenue, City of Asheville, County of Buncombe, State of North Carolina 28801.

(c)           Registered Agent.  The name of the initial registered agent at such address is Gregory B. Sheperd.

(d)           Period of Duration.  The period of duration of the Corporation shall be perpetual and unlimited.

ARTICLE 2.00Purposes

The purpose for which the Corporation is organized is to engage in any lawful act or activity for which corporations may be organized under the laws of the State of North Carolina.

ARTICLE 3.00Shares, Minimum Consideration and Preemptive Rights

(a)           Authorized.  The aggregate number of shares which the Corporation shall have authority to issue is 100,000 shares of common stock, having no par value.

(b)           Minimum Consideration.  The minimum amount of consideration to be received by the Corporation for its shares before it shall commence business is Ten ($10.00) Dollars in cash, property or services of equivalent value.

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ARTICLE 4.00Directors

(a)           Initial Board.  The number of Directors constituting the initial Board of Directors shall be two.

(b)           Increase and Decrease. The number of Directors may be increased or diminished from time to time as provided in the By-Laws of this Corporation.

(c)           Names and Addresses.  The names and addresses of the initial directors are:

Director Name	Office Address
Craig M. Nash	6262 Sunset Drive
	Miami, Florida 33143
Paul W. Rishell	6262 Sunset Drive
	Miami, Florida 33143

The directors shall serve as the directors of the Corporation until the first annual meeting of shareholders or until their successors shall have been duly elected and qualified.

ARTICLE 5.00Incorporator

(a)           Name and Address. The name and address of the Incorporator of the Corporation are as follows:

Gregory B. Sheperd
86B Asheland Avenue
Asheville, NC 28801

IN WITNESS WHEREOF, the undersigned, being the Incorporator designated in Article 5.00 hereof, hereby executes these Articles of Incorporation and certifies to the truth of the facts herein stated, this the 30^th day of August, 2000.

/s/ Gregory B. Sheperd

Gregory B. Sheperd   INCORPORATOR

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EX-3.26

Exhibit 3.26

BYLAWS
OF
MERAGON FINANCIAL SERVICES, INC.

ARTICLE I
OFFICES

1.01PRINCIPAL OFFICE. The principal office of the Corporation shall be located at 861B Asheland Avenue, Asheville, Buncombe County, North Carolina 28801.

1.02REGISTERED OFFICE. The registered office of the Corporation required by law to be maintained in the State of North Carolina may be, but need not be, identical with the principal office.

1.03OTHER OFFICES. The Corporation may have offices at such other places, either within or without the State of North Carolina, as the Board of Directors may designate or as the affairs of the Corporation may require from time to time.

ARTICLE II
MEETING OF SHAREHOLDERS

2.01PLACE OF MEETINGS. All meetings of shareholders shall be held at the principal office of the Corporation, or at such other place, either within or without the State of North Carolina, as shall be designated on the notice of the meeting or agreed upon by a majority of the shareholders entitled to vote thereon.

2.02ANNUAL MEETINGS. The annual meetings of shareholders for the election of directors and the transaction of other business shall be held at a place selected by the directors each year on any day in any month as determined by the Board of Directors.

2.03SUBSTITUTE ANNUAL MEETINGS. If the annual meeting shall not be held on the day designated by these By-Laws, a substitute annual meeting may be called in accordance with the provisions of Section 2.04. A meeting so called shall be designated and treated for all purposes as the annual meeting.

2.04SPECIAL MEETINGS. Special meetings of the shareholders may be called at any time by the President, Secretary, or any shareholder pursuant to the written request of the holders of not less than one-tenth of all the shares entitled to vote at the meeting.

2.05NOTICE OF MEETINGS. (a) Written or printed notice stating the time and place of the meeting shall be delivered not less than ten (10) nor more than fifty (50) days before the date of any shareholders’ meeting, either personally or by mail, by or at the direction of the President, the Secretary, or other person calling the meeting, to each shareholder of record entitled to vote at such meeting; provided that such notice must be given not less than twenty (20) days before the day of any meeting at which a merger or consolidation is to be considered. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the

shareholder at his or her address as it appears on the record of shareholders of the Corporation, with postage thereon prepaid.

(b)In the case of a special meeting, the notice of meeting shall specifically state the purpose or purposes for which the meeting is called; but, in the case of an annual or substitute annual meeting, the notice of meeting need not specifically state the business to be transacted unless such a statement is required by the provisions of the North Carolina Business Corporation Act.

(c)When a meeting is adjourned for thirty (30) days or more, notice of the adjourned meeting shall be given as in the case of an original meeting. When a meeting is adjourned for less than thirty (30) days in any one adjournment, it is not necessary to give any notice of the adjourned meeting other than by announcement at the meeting at which the adjournment is taken.

(d)In the event that a shareholder shall not be in the country in which a meeting is set, such shareholder shall have the right upon written notice to postpone the meeting time for not more than ten (10) days from the date scheduled.

2.06VOTING LISTS. At least ten days before each meeting of shareholders, the Secretary of the Corporation shall prepare an alphabetical list of the shareholders entitled to vote at such meeting or any adjournment thereof, with the address of and number of shares held by each, which list shall be kept on file at the registered office of the Corporation for a period of ten (10) days prior to such meeting, and shall be subject to inspection by any shareholder at any time during the usual business hours. This list shall also be produced and kept open at the time and place of the meeting and shall be subject to inspection by any shareholder during the whole time of the meeting.

2.07QUORUM. (a) A majority of the outstanding shares of the Corporation entitled to vote, represented in person or by proxy, shall constitute a Quorum at a meeting of shareholders, except that at a substitute annual meeting of shareholders the number of shares then represented either in person or by proxy, even though less than a majority, shall constitute a Quorum for the purpose of each meeting.

(b)The shareholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a Quorum.

(c)In the absence of a Quorum at the opening of any meeting of shareholders, such meeting may be adjourned from time to time by a vote of the majority of the shares voting on the motion to adjourn and at any adjourned meeting at which a Quorum is present, any business may be transacted which might have been transacted at the original meeting.

2.08PROXIES. Shares may be voted either in person or by one or more agents authorized by a written proxy executed by the shareholder or by his or her duly authorized attorney-in-fact. A proxy is not valid after the expiration of eleven (11) months from the date of its execution, unless the person executing it specifies therein the length of time for which it is to

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continue in force, or limits its use to a particular meeting, but no proxy shall be valid after ten (10) years from the date of its execution.

2.09VOTING OF SHARES. (a) Subject to the provisions of Section 3.04, each outstanding share entitled to vote shall be entitled to one vote on each matter submitted to a meeting of shareholders.

(b)Except in the election of directors as governed by the provisions of Section 3.03, the vote of a majority of the shares voted on any matter at a meeting of shareholders at which a Quorum is present shall be the act of the shareholders on that matter, unless the vote of a greater number is required by law or by the Charter or By-Laws of this Corporation.

(c)Shares of its own stock owned by the Corporation, directly or indirectly, through a subsidiary Corporation or otherwise, shall not be voted and shall not be counted in determining the total number of shares entitled to vote, except that shares held in a fiduciary capacity may be voted and shall be counted to the extent provided by law.

2.10INFORMAL ACTION BY SHAREHOLDERS. Any action which may be taken at a meeting of the shareholders may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the persons who would be entitled to vote upon such action at a meeting, and filed with the Secretary of the Corporation to be kept as part of the corporate records.

ARTICLE III
BOARD OF DIRECTORS

3.01POWERS. The Board of Directors shall elect the officers designated by the Shareholder. The business and affairs of the Corporation shall be managed by its Shareholder and any other powers customarily exercised by the Board of Directors shall be exercised by the Shareholder.

3.02NUMBER, TERM AND QUALIFICATION. The corporation shall have no fewer than one director. The number of directors constituting the Board of Directors may be increased or decreased from time to time by the vote of the holders of a majority of the outstanding shares of the corporation at any regular or special meeting of shareholders, but no decrease shall have the effect of shortening the term of an incumbent director (unless the shareholders remove the  director), nor shall there ever be fewer than one director. Each director shall hold office until his or her death, resignation, retirement, removal, disqualification or his or her successor shall have been elected and qualified. Directors need not be residents of the State of North Carolina or shareholders of the Corporation.

3.03ELECTION OF DIRECTORS. Except as provided in Section 3.06, the directors shall be elected at the annual meeting of shareholders, and the person who receives the highest number of votes shall be deemed to have been elected. If any shareholder so demands, the election of directors shall be by ballot.

3.04REMOVAL. Any Director may be removed at any time with or without cause by a vote of the shareholders holding a majority of the outstanding shares entitled to vote at an

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election of directors. However, unless the entire Board is removed, an individual director shall not be removed when the number of shares voting against the proposal for removal would be sufficient to elect a director if such shares could be voted cumulatively at an annual election. If any directors are so removed, new directors may be elected at the same meeting.

3.05VACANCIES. Any vacancy occurring in the Board of Directors may be filled by the vote of a majority of the remaining directors even though less than a quorum, or by the sole remaining director. A director elected to fill a vacancy shall be elected for the unexpired term of his or her predecessor in office. Any directorship to be filled by reason of an increase in the authorized number of directors shall be filled only by election at an annual meeting or at a special meeting of shareholders called for that purpose.

3.06CHAIRPERSON OF BOARD. There may be a Chairperson of the Board of Directors elected by the Directors from their number at any meeting of the Board. The Chairperson shall preside at all meetings of the Board of Directors and perform such other duties as may be directed by the Board.

3.07COMPENSATION. The Board of Directors may compensate directors for their services as such and may provide for the payment of any or all expenses incurred by directors in attending regular meetings and special meetings of the Board.

ARTICLE IV
MEETINGS OF DIRECTORS

4.01REGULAR MEETINGS. A regular meeting of the Board of Directors shall be held immediately after, and at the same place as, the annual meeting of shareholders. In addition, the Board of Directors may provide, by resolution, the time and place either within or without the State of North Carolina, for the holding of additional regular meetings.

4.02SPECIAL MEETINGS. Special meetings of the Board of Directors may be called by or at the request of the President or any two (2) directors. Such a meeting may be held either within or without the State of North Carolina, as fixed by the person or persons calling the meeting.

4.03NOTICE OF MEETINGS. Regular meetings of the Board of Directors may be held without notice. The person or persons calling a special meeting of the Board of Directors shall, at least two (2) days before the meeting, give notice thereof by any usual means of communication. Such notice need not specify the purpose for which the meeting is called.

4.04WAIVER OF NOTICE. Any director may waive notice of any meeting. The attendance by a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objection to the transaction of any business because the meeting is not lawfully called or convened.

4.05QUORUM. A majority of the number of directors fixed by these By-Laws shall constitute a Quorum for the transaction of business at any meeting of the Board of Directors.

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4.06MANNER OF ACTING. Except as otherwise provided in these By-Laws, the act of the majority of the directors present at a meeting at which a Quorum is present shall be the act of the Board of Directors.

4.07PRESUMPTION OF ASSENT. A director of the Corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his or her contrary vote is recorded or his or her dissent is otherwise entered in the minutes of the meeting or unless he or she shall file his or her written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the Secretary of the Corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.

4.08INFORMAL ACTION BY DIRECTORS. Action taken by a majority of the directors without a meeting is nevertheless Board action if written consent to the action in question is signed by all the directors and filed with the minutes of the proceedings of the Board, whether done before or after the action so taken,

4.09POSTPONEMENT OF MEETINGS. Notwithstanding any provision to the contrary, each Director must have actual written notice of a meeting other than the annual meeting and if a Director shall not be in the country in which the meeting is set, such Director shall upon written notice have the right to postpone the meeting for up to ten (10) days.

ARTICLE V
OFFICERS

5.01OFFICERS OF THE CORPORATION. The officers of the Corporation shall consist of a President, a Secretary, a Treasurer and such Assistant Secretaries, Assistant Treasurers and other officers as the Board of Directors may from time to time elect. Any two or more offices may be held by the same person, but no officer may act in more than one capacity where action of two or more officers is required, and the offices of President and Secretary shall not be held by the same person.

5.02ELECTION AND TERM. The officers of the Corporation shall be elected by the Board of Directors and each officer shall hold office for one year or until his or her successor shall have been elected and qualified.

5.03COMPENSATION OF OFFICERS. The compensation of all officers of the Corporation shall be fixed by the Board of Directors and no officer shall serve the Corporation in any other capacity and receive compensation therefore unless such additional compensation is authorized by the Board of Directors.

5.04REMOVAL. Any officer or agent elected or appointed by the Board of Directors may be removed by the Board whenever in its judgment the best interests of the Corporation will be served thereby; but such removal shall be without prejudice to the contract rights, if any, of the person so removed.

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5.05BONDS. The Board of Directors may by resolution require any officer, agent, or employee of the Corporation to give bond to the Corporation, with sufficient sureties, conditioned on the faithful performance of the duties of his or her respective office or position, and to comply with such other conditions as may from time to time be required by the Board of Directors.

5.06PRESIDENT. The President shall be the principal executive officer of the Corporation and, subject to the control of the Board of Directors, shall in general supervise and control all of the business and affairs of the Corporation. He or she shall, when present, preside at all meetings of the shareholders. He or she shall sign, with the Secretary, an Assistant Secretary, or any other proper officer of the Corporation thereto authorized by the Board of Directors, certificates for shares of the Corporation, any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these By-Laws to some other officer or agent of the Corporation, or shall be required by law to be otherwise signed or executed; and in general he or she shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time.

5.07VICE-PRESIDENT.  In the absence of the President or in the event of his or her death or inability or refusal to act, the Vice-President, unless otherwise determined by the Board of Directors, shall perform the duties of the President, and when so acting shall have all the powers of and be subject to all the restrictions upon the President. He or she shall perform such other duties as may be assigned to him or her by the President or by the Board of Directors. Any Vice-President may sign, with the Secretary or an Assistant Secretary, certificates for shares of the Corporation.

5.08SECRETARY. The Secretary shall (a) keep the minutes of the meetings of the shareholders, of the Board of Directors, and of all Executive Committees in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these By-Laws or as required by law; (c) be custodian of the corporate records and of the seal of the Corporation and see that the seal of the Corporation is affixed to all of the Corporation’s documents, the execution of which is duly authorized; (d) keep a register of the post office address of each shareholder which shall be furnished to the Secretary by such shareholder; (e) sign with the President, or a Vice-President, certificates for shares of the Corporation, the issuance of which have been authorized by resolution of the Board of Directors; (f) have general charge of the stock transfer books of the Corporation; (g) keep, or cause to be kept, in the State of North Carolina at the Corporation’s registered office or principal place of business a record of the Corporation’s shareholders, giving the names and addresses of all shareholders and the number and class of shares held by each and prepare, or cause to be prepared, voting lists prior to each meeting of shareholders as required by law; and (h) in general, perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him or her by the President or by the Board of Directors.

5.09ASSISTANT SECRETARIES. In the absence of the Secretary, or in the event of his or her death or inability or refusal to act, any Assistant Secretary, unless otherwise determined by the Board of Directors, shall perform the duties of the Secretary, and when so acting shall have

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the powers of and be subject to all the restrictions upon the Secretary. They shall perform such other duties as may be assigned to them by the Secretary, by the President or by the Board of Directors. Any Assistant Secretary may sign, with the President or a Vice-President, certificates for shares of the Corporation.

5.10TREASURER. The Treasurer shall (a) have charge and custody of and be responsible for all funds and securities of the Corporation; receive and give receipts for monies due and payable to the Corporation from any source whatsoever, and deposit all such monies in the name of the Corporation in such depositories as shall be selected in accordance with the provisions of Section 6.04 of these By-Laws; (b) prepare, or cause to be prepared, a true statement of the Corporation’s assets and liabilities as of the close of each fiscal year, all in reasonable detail, which statements shall be made and filed at the Corporation’s registered office or principal place of business in the State of North Carolina within two months after the end of each fiscal year and kept available for a period of at least ten years; and (c) in general, perform all of the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him or her by the President or by the Board of Directors, or by these By-Laws, including the preparation of financial reports and tax returns as required by law or requested by the President or the Board of Directors.

5.11ASSISTANT TREASURERS.  In the absence of the Treasurer, or in the event of his or her death or inability or refusal to act, any Assistant Treasurer, unless otherwise determined by the Board of Directors, shall perform the duties of the Treasurer, and when so acting shall have all the powers of and be subject to all the restrictions upon the Treasurer. They shall perform such other duties as may be assigned to them by the Treasurer, by the President or by the Board of Directors.

ARTICLE VI
CONTRACTS, LOANS, CHECKS AND DEPOSITS

6.01CONTRACTS. The Board of Directors may authorize any officer, officers, agent or agents to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances.

6.02LOANS. No loans shall be contracted on behalf of the Corporation and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances.

6.03CHECKS AND DRAFTS. All checks, drafts or other orders for the payment of money issued in the name of the Corporation shall be signed by such officer, officers, agent or agents of the Corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors.

6.04DEPOSITS. All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such depositories as the Board of Directors may select.

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ARTICLE VII
CERTIFICATES FOR SHARES AND THEIR TRANSFER

7.01CERTIFICATES FOR SHARES. Certificates representing shares of the Corporation shall be in such form as shall be determined by the Board of Directors. The Corporation shall issue and deliver to each shareholder certificates representing all fully paid shares owned by her or him. Certificates shall be signed by the President or a Vice-President and by the Secretary or Treasurer or an Assistant Secretary or an Assistant Treasurer. All certificates for shares shall be consecutively numbered or otherwise identified. The name and address of the person to whom the shares represented thereby are issued, with the number and class of shares and the date of issue, shall be entered on the stock transfer books of the Corporation.

7.02TRANSFER OF SHARES. Transfer of shares of the Corporation shall be made only on the stock transfer books of the Corporation by the holder of record thereof or by his or her legal representative, who shall furnish proper evidence of authority to transfer, or by his or her attorney thereunto authorized by power of attorney duly executed and filed with the Secretary, and on surrender for cancellation of the certificate for such share.

7.03LOST CERTIFICATES. The Board of Directors may direct a new certificate to be issued in place of any certificate issued by the Corporation claimed to have been lost or destroyed, upon receipt of any affidavit of such fact from the person claiming the certificate of stock to have been lost or destroyed. When authorizing such issue of a new certificate, the Board of Directors shall require that the owner of such lost or destroyed certificate, or his or her legal representative, give the Corporation a bond in such sum as the Board may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate claimed to have been lost or destroyed, except where the Board of Directors by resolution finds that in the judgment of the Directors the circumstances justify omission of a bond.

7.04CLOSING TRANSFER BOOKS AND FIXING RECORD DATE. (a) For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the Board of Directors may provide that the stock transfer books shall be closed for a stated period but not to exceed, in any case, fifty (50) days. If the stock transfer books shall be closed for the purpose of determining. shareholders entitled to notice of or to vote at a meeting of shareholders, such books shall be closed for at least ten (10) days immediately preceding such meeting.

(b)In lieu of closing the stock transfer books, the Board of Directors may fix in advance a date as the record date for any such determination of shareholders, such record date in any case to be not more that fifty (50) days and, in case of a meeting of shareholders, not less than ten (10) days immediately preceding the date on which the particular action, requiring such determination of shareholders, is to be taken.

(c)If the stock transfer books are not closed and no record date is fixed for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders, or shareholders entitled to receive payment of a dividend, the date on which notice of the meeting is

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mailed or the date on which the resolution of the Board of Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of shareholders.

(d)When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this Section, such determination shall apply to any adjournment thereof except where the determination has been made through the closing of the stock transfer books and the stated period of closing has expired.

7.05HOLDER OF RECORD.  The Corporation may treat as absolute owner of shares the person in whose name the shares stand of record on its books just as if that person had full competency, capacity and authority to exercise all rights of ownership irrespective of any knowledge or notice to the contrary or any description indicating a representation, pledge or other fiduciary relation or any reference to any other instrument or to the rights of any other person appearing upon its record or upon the share certificate except that any person furnishing to the Corporation proof of his or her appointment as a fiduciary shall be treated as if he or she were a holder of record of its shares.

7.06TREASURY SHARES.  Treasury shares of the Corporation shall consist of such shares as have been issued and thereafter acquired but not canceled by the Corporation. Treasury shares shall not carry voting or dividend rights.

ARTICLE VIII
GENERAL PROVISIONS

8.01DIVIDENDS. The Board of Directors may from time to time declare, and the Corporation may pay, dividends on its outstanding shares in cash, property or its own shares pursuant to law and subject to the provisions of its Charter.

8.02SEAL. The corporate seal of the Corporation shall consist of concentric circles between which is the name of the Corporation and in the center of which is inscribed SEAL, and such seal shall be adopted by the Board of Directors at their initial meeting.

8.03WAIVER OF NOTICE.  Whenever any notice is required to be given to any shareholder or director by law, by the Charter or by these By-Laws, a waiver thereof in writing signed by the person or persons entitled to such waiver, whether before or after the time stated therein, shall be equivalent to the giving of such notice.

8.04INDEMNIFICATION. (a) Any person who at any time serves or has served as a director, officer, employee or agent of the Corporation, or in such capacity at the request of the Corporation for any other corporation, partnership, joint venture, trust or other enterprise, shall have a right to be indemnified by the Corporation to the fullest extent permitted by law against:

(1)reasonable expenses, including attorneys’ fees actually and necessarily incurred by her or him in connection with any threatened, pending completed action, suit or proceedings, whether civil, criminal, administrative or investigative, and whether or not brought by or on behalf of the Corporation, seeking to hold him or her liable by reason of the fact that he or she is or was acting in such capacity; and,

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(2)reasonable payments made by him or her in satisfaction of any judgment, money decree, fine, penalty or settlement for which he or she may have become liable in any such action, suit or proceeding.

(b)The Board of Directors of the Corporation shall take all such action as may be necessary or appropriate to authorize the Corporation to pay the indemnification required by this By-Law, including without limitation, to the extent needed, making a good faith evaluation of the manner in which the claimant for indemnity acted and of the reasonable amount of indemnity due him or her and giving notice to, and obtaining approval by, the shareholders of the Corporation.

(c)Any person who at any time after the adoption of this By-Law served or has served in any of the aforesaid capacities for or on behalf of the Corporation shall be deemed to be doing or to have done so in reliance upon, and as consideration for, the right of indemnification provided herein. Such right shall inure to the benefit of the legal representatives of any such person and shall not be exclusive of any other rights to which such person may be entitled apart from the provisions of this By-Law.

8.05FISCAL YEAR.  The fiscal year of the Corporation shall be fixed by the Board of Directors.

8.06AMENDMENTS. (a) Except as otherwise provided herein, these By-Laws may be amended or repealed and new By-Laws may be adopted by the shareholders or by the affirmative vote of a majority of the Directors then holding office at any regular or special meeting of the Board of Directors.

(b)The Board of Directors shall have no power to adopt a By-Law: (1) prescribing Quorum or voting requirements for action by shareholders or directors different from those prescribed by law; (2) increasing or decreasing the number of directors; or (3) classifying and staggering the election of directors.

(c)No By-Law adopted or amended by the shareholders shall be amended or repealed by the Board of Directors, except to the extent that such By-Law expressly authorized its amendment or repeal by the Board of Directors.

SECRETARY’S CERTIFICATE

This is to certify that the foregoing Bylaws of Meragon Financial Services, Inc. have been duly adopted by the Board of said Corporation on the 31st day of August, 2000.

IN WITNESS WHEREOF, the undersigned, duly and acting Secretary of the Corporation, has signed this Certificate and affixed the seal of the Corporation hereon dated the 31st day of August, 2000.

/s/ Karen Walker

Secretary

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EX-3.27

Exhibit 3.27

STATE OF NORTH CAROLINA	ARTICLES OF INCORPORATION OF
	MERIDIAN FINANCIAL SERVICES, INC.
COUNTY OF BUNCOMBE

I, the undersigned, being a person of full age, do make and acknowledge these Articles of Incorporation for the purpose of forming a business corporation under and by virtue of the laws of the State of North Carolina.

ARTICLE I:  The name of the Corporation shall be Meridian Financial Services, Inc.

ARTICLE II:  The period and duration of the Corporation shall be unlimited.

ARTICLE III:  The purposes for which the Corporation is organized are:

(a)to engage in the business of providing financial services, including collection services to businesses and to engage in other activities related to said business.

(b)to purchase, acquire and conduct the business of any other person, firm or corporation which is, or has been engaged in the activities herein authorized.

(c)to purchase, hold, manufacture, lease, sell and otherwise deal in all kinds of goods, wares, merchandise, personal and real property of every description.

(d)to engage in, conduct and operate any other business which may be deemed by the Board of Directors to be beneficial to the Corporation.

ARTICLE IV:  The aggregate number of shares which the Corporation shall have authority to issue is ten thousand (10,000), which shall be all of the same class and shall have a par value of Ten and No/100ths ($10.00) Dollars per share.

ARTICLE V:  The minimum amount of consideration to be received for its shares with which the Corporation shall commence business is Five Hundred and No/100ths ($500.00) Dollars.

ARTICLE VI:  The address of the initial registered office of the Corporation is:  1 Vance Gap Road, Asheville, Buncombe County, North Carolina 28805, and the name of the initial Registered Agent at such address is:  C. Wayne Kinser.

ARTICLE VII:  The number of Directors of the Corporation may be fixed by the by-laws, but shall not be less than Three (3) or the number of shareholders whichever is less, and the name and address of the person who to serve as Director until the first meeting of the shareholders, or until his successors are elected and qualify, is:  C. Wayne Kinser, 1 Vance Gap Road, Asheville, North Carolina.

ARTICLE VIII:  The name and address of the incorporator is Charles R. Worley, 1 Vance Gap Road, P.O. Box 2232, Asheville, North Carolina 28802.

IN WITNESS WHEREOF, I have hereunto set my hand and seal this the 14th day of February, 1989.

/s/ Charles R. Worley	(Seal)
CHARLES R. WORLEY

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STATE OF NORTH CAROLINA

COUNTY OF BUNCOMBE

This is to certify that on the 14th day of February, 1989, before me, a Notary Public of Buncombe County, North Carolina, personally appeared CHARLES R. WORLEY, who, I am satisfied, is the person named in and who executed the foregoing Articles of Incorporation, and I have first made known to them the contents thereof, they did acknowledge that he signed and delivered the same as his voluntary act and deed for the uses and purposes therein expressed.

IN TESTIMONY WHEREOF, I have set my hand and affixed my official seal, this the 14th day of February, 1989.

		/s/ Illegible	(Seal)
		Notary Public
My commission expires:	June 3, 1992

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EX-3.28

Exhibit 3.28

BY-LAWS OF

MERIDIAN FINANCIAL SERVICES, INC.

ARTICLE I

Offices

Section 1.  Principal Office: The principal office of the corporation shall be located at 2 Angle Street, Asheville, Buncombe County, North Carolina 28803.

Section 2.  Registered Office: The registered office of the corporation shall be located at 1 Vance Gap Road, Asheville, Buncombe County, North Carolina 28805.

Section 3.  Other Offices: The corporation may have offices at such other places, either within or without the State of North Carolina, as the Board of Directors may from time to time determine, or as the affairs of the corporation may require.

ARTICLE II

Meeting of Shareholders

Section 1.  Place of Meeting: All meetings of shareholders shall be held at the principal office of the corporation, or at such other place, either within or without the State of North Carolina, as shall be designated in the notice of the meeting or agreed upon by a majority of the shareholders entitled to vote thereat.

Section 2.  Annual Meetings: The annual meeting of shareholders shall be held not later than sixty (60) days after the close of the fiscal year of the corporation as the same may be adopted from time to time by the Board of Directors. If said date shall fall on a legal holiday then said meeting shall be held on the next day following, not a legal holiday, for the purpose of electing directors of the corporation and for the transaction of such other business as may be properly brought before the meeting.

Section 3.  Substitute Annual Meeting: If the annual meeting shall not be held on the day designated by these by-laws, a substitute annual meeting may be called in accordance with the provisions of Section 4 of this Article. A meeting so called shall be designated and treated for all purposes as the annual meeting.

Section 4.  Special Meeting: Special meetings of the shareholders may be called at any time by the President, Secretary or Board of Directors of the corporation, or by any shareholder pursuant to the written request of the holders of not less than one-tenth of all the shares entitled to vote at the meeting.

Section 5.  Notice of Meetings: Written or printed notice stating the time and place of the meeting shall be delivered not less than ten (10) nor more than fifty (50) days before the date thereof, either personally or by mail, by or at the direction of the President, the Secretary, or other person calling the meeting, to each shareholder of record entitled to vote at such meeting.

In the case of an annual or substitute annual meeting, the notice of meeting need not specifically state the business to be transacted thereat unless it is a matter, other than election of directors, on which the vote of shareholders is expressly required by the provisions of the North Carolina Business Corporation Act. In the case of a special meeting, the notice of meeting shall specifically state the purpose or purposes for which the meeting is called.

When a meeting is adjourned for thirty (30) days or more notice of the adjourned meeting shall be given as in the case of an original meeting.  When a meeting is adjourned for less than thirty (30) days in any one adjournment, it is not necessary to give any notice of the adjourned meeting other than an announcement at the meeting at which the adjournment is taken.

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Section 6.  Voting Lists: At least ten days before each meeting of shareholders the Secretary of the corporation shall prepare an alphabetical list of the shareholders entitled to vote at such meetings, with the address of and number of shares held by each, which list shall be kept on file at the registered office of the corporation for a period of then (10) days prior to such meeting, and shall be subject to inspection by any shareholder at any time during the usual business hours. This list shall be produced and kept open at the time and place of the meeting and shall be subject to inspection by any shareholder during the whole time of the meeting.

Section 7.  Quorum: The holders of a majority of the shares entitled to vote, represented in person or by proxy, shall constitute a quorum at meetings of shareholders. If there is no quorum at the opening of a meeting of shareholders, such meeting may be adjourned from time to time by the vote of a majority of the shares voting on the motion to adjourn; and, at any adjourned meeting at which quorum is present, any business may be transacted which might have been transacted at the original meeting. The shareholders at meeting at which a quorum is present may continue to do business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum.

Section 8.  Voting of Shares: Each outstanding share having voting rights shall be entitled to one vote on each matter submitted to vote at a meeting of shareholders.

Except in the election of Directors, the vote of a majority of the shares voted on any matter at a meeting of shareholders at which a quorum is present shall be the act of the shareholders on that matter, unless the vote of a greater number is required by law or by the charter or by-laws of this corporation. Voting on all matters except the election of Directors shall be by voice vote or by a show of hands unless the holders of one-tenth of the shares

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represented at the meeting shall, prior to the voting on any matter, demand a ballot vote on that particular matter.

Section 9.  Informal Action by Shareholders: Any action which maybe taken at a meeting of the shareholders may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the persons who would be entitled to vote upon such action at a meeting, and filed with the Secretary of the corporation to be kept in the Corporate Minute Book.

ARTICLE III

Directors

Section 1.  General Powers: The business and affairs of the corporation shall be managed by the Board of Directors or by such Executive Committee as the Board may establish pursuant to these by-laws.

Section 2.  Number, Term and Qualifications: The number of Directors elected to succeed the initial Board of Directors as resignated in the Articles of Incorporation of the corporation shall be two (2) in number. The number constituting the Board of Directors shall at all times be three or more except that if and so long as all the shares of the corporation are owned of record by either one or two shareholders, the number of Directors may be fewer than three but not fewer than the number of such shareholders. Each Director shall hold office until his death, resignation, retirement, removal, disqualification or his successor is elected and qualifies. Directors need not be residents of the State of North Carolina or shareholders of the corporation.

Section 3.  Election of Directors: Except as provided in Section 6 of this Article, the Directors shall be elected at the annual meeting of shareholders; and those persons who receive the

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highest number of votes shall be deemed to have been elected. If any shareholder so demands, election of Directors shall be by ballot.

Section 4.  Cumulative Voting: Every shareholder entitled to vote at an election of Directors shall have the right to vote the number of shares standing of record in his name for as many persons as there are Directors to be elected and for whose election he has a right to vote, or to cumulate his vote by giving one candidate as many votes as the number of such Directors multiplied by the number of his shares shall equal, or by distributing such votes on the same principle among any number of such candidates. This right of cumulative voting shall not be exercised unless some shareholder or proxy holder announces in open meeting, before the voting for the Directors starts, his intention so to vote cumulatively; and if such announcement is made, the chair shall declare that all shares entitled to vote have the right to vote cumulatively and shall thereupon grant a recess of not less than one (1) nor more than four (4) hours, as he shall determine, or of such other period of time as is unanimously then agreed upon.

Section 5.  Removal: Directors may be removed from office with or without cause by a vote of shareholders holding a majority of the shares entitled to vote at an election of Directors. However, unless the entire Board is removed, an individual Director may not be removed if the number of shares voting against the removal would be sufficient to elect a Director if such shares were voted cumulatively at an annual election. If any Directors are so removed, new Directors may be elected at the same meeting.

Section 6.  Vacancies: A vacancy occurring on the Board of Directors may be filled by a majority of the remaining Directors, though less than a quorum, or by the sole remaining Director; but a vacancy created by an increase in the authorized number of Directors shall be

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filled only by election at an annual meeting or at a special meeting of a shareholder called for that purpose. The shareholders may elect a Director at any time to fill any vacancy not filed by the Directors.

Section 7.  Chairman: There may be a Chairman of the Board of Directors elected by the Directors from their number at any meeting of the Board. The Chairman shall preside at all meetings of the Board of Directors and perform such other duties as maybe directed by the Board.

Section 8.  Compensation: The Board of Directors may compensate Directors for their services as such and may provide for the payment of all expenses incurred by Directors in attending regular and special meetings of the Board.

Section 9.  Executive Committee: The Board of Directors may, by resolution adopted by a majority of the number of Directors fixed by these by-laws, designate two or more Directors to constitute an Executive Committee, which committee, to the extent provided in such resolution, shall have and may exercise all of the authority of the Board of Directors in the management of the corporation.

ARTICLE IV

Meetings of Directors

Section 1.  Regular Meetings: A regular meeting of the Board of Directors shall be held immediately after and at the same place as, the annual meeting of shareholders. In addition, the Board of Directors may provide, by resolution, the time and place, either within or without the State of North Carolina, for the holding of additional regular meetings.

Section 2.  Special Meetings: Special meetings of the Board of Directors may be called by or at the request of the President or any two Directors. Such meetings may be held either within or without the State of North Carolina.

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Section 3.  Notice of Meetings: Regular meeting of the Board of Directors may be held without notice.

The person or persons calling a special meeting of the Board Directors shall, at least two (2) days before the meeting, give notice thereof by any usual means of communication. Such notice need not specify the purpose for which the meeting is called.

Attendance by a Director at a meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called.

Section 4.  Quorum: A majority of the Directors fixed by these by-laws shall constitute a quorum for the transaction of business at any meeting of the Board of Directors.

Section 5.  Manner of Acting: Except as otherwise provided in this Section, the act of the majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

The vote of a majority of the number of Directors fixed by these by-laws shall be required to adopt a resolution constituting an Executive Committee. The vote of a majority of the Directors then holding office shall be required to adopt a resolution dissolving the corporation without action by the shareholders. Vacancies in the Board of Directors may be filled as provided in Article III, Section 6, of these by-laws.

Section 6.  Informal Action by Directors: Action taken by a majority of the Directors without a meeting is nevertheless Board action if written consent to the action in question is signed by all the Directors and filed with the Minutes of the proceedings of the Board, whether done before or after the action so taken.

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ARTICLE V

Officers

Section 1.  Number: The officers of the corporation shall consist of a President, a Secretary, a Treasurer, and such Vice-President, Assistant Secretaries, Assistant Treasurers and other officers as the Board of Directors may from time to time elect. Any two or more offices may be held by the same person, except the offices of President and Secretary.

Section 2.  Election and Term: The officers of the Corporation shall be elected by the Board of Directors. Such elections may be held at any regular or special meeting of the Board. Each officer shall hold office until his death, resignation, retirement, removal, disqualification, or his successor is elected and qualifies.

Section 3.  Removal: Any officer or agent elected or appointed by the Board of Directors may be removed by the Board with or without cause; but such removal shall be without prejudice to the contract rights, if any, of the person so removed.

Section 4.  Compensation: The compensation of all officers of the corporation shall be fixed by the Board of Directors.

Section 5.  President: The President shall be the principal corporate officer of the corporation and, subject to the control of the Board of Directors, shall, in conjunction with the Chairman, supervise and control the management of the corporation in accordance with these by-laws. The President shall act for the Chairman in the absence of the Chairman.

He shall, when present, preside at all meetings of shareholders. He shall sign, with any other proper officer, certificates for shares of the corporation and any deeds, mortgages, bonds, contracts, or other instruments which may be lawfully executed on behalf of the corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be delegated by the Board of

8

Directors to some other officer or agent; and, in general, he shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time.

Section 6.  Vice-Presidents: The Vice-Presidents in the order of their election, unless otherwise determined by the Board of Directors, shall, in the absence or disability of the President, perform the duties and exercise the powers of that office. In addition, they shall perform such other duties and have such other powers as the Board of Directors shall prescribe.

Section 7.  Secretary: The Secretary shall keep accurate records of the acts and proceedings of all meetings of shareholders and directors. He shall give all notices required by law and by these by-laws. He shall have general charge of the corporate books and records and of the corporate seal, and he shall affix the corporate seal to any lawfully executed instrument requiring it. He shall have general charge of the stock transfer books of the corporation and shall keep, at the registered or principal office of the corporation, a record of shareholders showing the name and address of each shareholder and the number and class of the shares held by each. He shall sign such instruments as may require his signature, and, in general, shall perform all duties incident to the office of Secretary and such other duties as may be assigned him from time to time by the President or by the Board of Directors.

Section 8.  Treasurer: The Treasurer shall have custody of all funds and securities belonging to the corporation and shall receive deposit or disburse the same under the direction of the Board of Directors. He shall keep full and accurate accounts of the finances of the corporation in books especially provided for that purpose; and he shall cause a true statement of its assets and liabilities as of the close of each fiscal year and of the results of its operations and of changes in surplus for such fiscal year all in reasonable detail, including

9

particulars as to convertible securities then outstanding, to be made and filed at the registered or principal office of the corporation within four (4) months after the end of such fiscal year. The statement so filed shall be kept available for inspection by any shareholder for a period of ten (10) years; and the Treasurer shall mail or otherwise deliver a copy of the latest such statement to any shareholder upon his written request therefor. The Treasurer shall, in general, perform all duties incident to his office and such other duties as may be assigned to him from time to time by the President or by the Board of Directors.

Section 9.  Assistant Secretaries and Treasurers: The Assistant Secretaries and Assistant Treasurers shall, in the absence or disability of the Secretary or the Treasurer, respectively perform the duties and exercise the powers of those offices, and they shall, in general, perform such other duties as shall be assigned to them by the Secretary or the Treasurer, respectively, or by the President or by the Board of Directors.

Section 10.  Bonds: The Board of Directors may by resolution require any or all officers, agents and employees of the corporation to give bond to the corporation, with sufficient sureties, conditioned on the faithful performance of the duties of their respective offices or positions, and to comply with such other conditions as may from time to time be required by the Board of Directors.

ARTICLE VI

Contracts, Loans and Deposits

Section 1.  Contracts: The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument on behalf of the corporation, and such authority may be general or confined to specific instances.

10

Section 2.  Loans: No loans shall be contracted on behalf of the corporation and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances.

Section 3.  Checks and Drafts: All checks, drafts or other orders for the payment of money issued in the name of the corporation shall be signed by such officer or officers, agent or agents, of the corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors.

Section 4.  Deposits: All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such depositories as the Board of Directors shall direct.

ARTICLE VII

Certificates for Shares and Their Transfer

Section 1.  Certificates for Shares: Certificates representing shares of the corporation shall be issued, in such form as the Board of Directors shall determine, to every shareholder for the fully paid shares owned by him. These certificates shall be signed by the President or any Vice-President and the Secretary, Assistant Secretary, Treasurer or Assistant Treasurer. They shall be consecutively numbered or otherwise identified; and the name and address of the persons to whom they are issued, with the number of shares and date of issue, shall be entered on the stock transfer books of the corporation.

Section 2.  Transfer of Shares: Transfer of shares shall be made or the stock transfer books of the corporation only upon surrender of the certificates for the shares sought to be transferred by the record holder thereof or by his duly authorized agent, transferred or legal representative. All certificates surrendered for transfer shall be cancelled before new certificates for the transferred shares shall be issued.

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Section 3.  Closing Transfer Books and Fixing Record Date: For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other purpose, the Board of Directors may provide that the stock transfer books shall be closed for a stated period but not to exceed, in any case, fifty (50) days. If the stock transfer books shall be closed for the purpose of determining shareholders entitled to notice of or to vote at a meeting of shareholders, such books shall be closed for at least ten (10) days immediately preceding such meeting.

In lieu of closing the stock transfer books, the Board of Directors may fix in advance a date as the record date for any such determination of shareholders, such record date in any case to be not more than fifty (50) days, and in case of a meeting of shareholders, not less than ten (10) days immediately preceding the date of which the particular action, requiring such determination of shareholders, is to be taken. If the stock transfer books are not closed and no record date is fixed for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders, or shareholders entitled to receive payment of a dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the Board of Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of shareholders.

Section 4.  Lost Certificates: The Board of Directors may authorize the issuance of a new share certificate in place of a certificate claimed to have been lost or destroyed, upon receipt of an affidavit of such fact from the person claiming the loss or destruction. When authorizing such issuance of a new certificate, the Board may require the claimant to give the corporation a bond in such sum as it may direct to indemnify the corporation against loss from any claim

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with respect to the certificate claimed to have been lost or destroyed or the Board may, by resolution reciting that the circumstances justify such action, authorize the issuance of the new certificates without requiring such a bond.

ARTICLE VIII

General Provisions

Section 1.  Dividends: The Board of Directors may from time to time declare, and the corporation may pay, dividends on its outstanding shares in the manner and upon the terms and conditions provided by law and by its charter.

Section 2.  Seal: The corporate seal of the corporation shall consist of two concentric circles between which is the name of the corporation and the name of the State of incorporation and in the center of which is inscribed CORPORATE SEAL; and such seal, as impressed on the margin hereof, is hereby adopted as the corporate seal of the corporation.

Section 3.  Waiver of Notice: Whenever any notice is required to be given to any shareholder or Director under the provisions of the North Carolina Business Corporation Act or under the provisions of the charter or by-laws of this corporation, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be equivalent to the giving of such notice.

Section 4.  Fiscal Year: The fiscal year of the corporation shall be as determined by the Board of Directors at its organizational meeting or as thereafter modified by subsequent action by said Board of Directors.

Section 5.  Amendments: Except as otherwise provided herein, these by-laws may be amended or repealed and new by-laws may be adopted by the affirmative vote of a majority of the Directors then holding office at any regular or special meeting of the Board of Directors.

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The Board of Directors shall have no power to adapt a by-law: (1) Requiring more than a majority of the voting shares for a quorum at a meeting of shareholders or more than a majority of the votes cast to constitute action by the shareholders, except where higher percentages are required by law; (2) providing for the management of the corporation otherwise then by the Board of Directors or its Executive Committees; (3) increasing or decreasing the number of Directors; (4) classifying and staggering the election of Directors.

No by-law adopted or amended by the shareholders shall be altered or repealed by the Board of Directors.

ATTESTED:

/s/ Illegible

Secretary

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EX-3.29

Exhibit 3.29

IN DEPARTMENT OF COMMERCE AND CONSUMER AFFAIRS

STATE OF HAWAII

In the Matter of the Organization	)
	)
of	)
	)
REP HOLDINGS, LTD.	)
	)

ARTICLES OF INCORPORATION

CADES SCHUTTE FLEMING & WRIGHT

Mark A. Hazlett, Esq.

1000 Bishop Street

Honolulu, Hawaii 96813

 IN DEPARTMENT OF COMMERCE AND CONSUMER AFFAIRS

STATE OF HAWAII

In the Matter of the Organization	)
	)
of	)
	)
REP HOLDINGS, LTD.	)
	)

ARTICLES OF INCORPORATION

The undersigned, desiring to fom a corporation (the “Corporation”) under the laws of the State of Hawaii, hereby adopts the following Articles of Incorporation:

ARTICLE I

Corporate Name

The name of the Corporation is REP HOLDINGS, LTD.

ARTICLE II

Authorized Shares

The Corporation is authorized to issue One Thousand (1,000) common shares.

ARTICLE III

Place of Business

The street address of the initial office of the Corporation is 2155 Kalakaua Avenue, Suite 500, Honolulu, Hawaii 96815.

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ARTICLE IV

Directors and Officers

The names and residence addresses of the two (2) persons constituting the initial board of directors and of the officers are:

NAME AND OFFICE	RESIDENCE ADDRESS
Andre S. Tatibouet	3131 Noela Drive
President, Treasurer	Honolulu, Hawaii 96815
and Director
Beverly A. Kirk, Vice President,	316-1 Molo Street
Secretary and Director	Kailua, Hawaii 96734

ARTICLE V

Denial of Preemptive Rights

No shareholder shall have any right to acquire shares or other securities of the Corporation except to the extent such right may be granted by an amendment to these Articles of Incorporation or by a resolution of the board of directors.

ARTICLE VI

Limitation of Liability of Directors

The personal liability of directors of the Corporation shall be eliminated or limited to the fullest extent permitted by Hawaii law.

I certify, in accordance with Section 415-55, Hawaii Revised Statutes, that I have read the above Articles of Incorporation and that they are true and correct to the best of my knowledge.

Witness my hand this 30^th day of April, 1998.

/s/ Mark A. Hazlett

Mark A. Hazlett

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EX-3.30

Exhibit 3.30

BYLAWS

OF

REP HOLDINGS, LTD.

Organized under the laws
of the State of Hawaii

Adopted as of the 1st day of May, 1998

	BYLAWS OF
	REP HOLDINGS, LTD
		Page
	ARTICLE I
	Offices and Seal
Section 1.1	Offices	1
Section 1.2	Seal	1
	ARTICLE II
	Meetings of Shareholders
Section 2.1	Annual Meetings	1
Section 2.2	Special Meetings	1
Section 2.3	Place of Meetings	1
Section 2.4	Notice of Meetings	1
Section 2.3	Quorum	2
Section 2.6	Closing of Transfer Books and Fixing Record Date	2
Section 2.7	Voting Record	2
Section 2.8	Proxies	2
Section 2.9	Voting of Shares by Certain Shareholders	3
Section 2.10	Unanimous, Consent of Shareholders	3
Section 2.11	Shares Held by Nominees	3
Section 2.12	Voting Agreements or Voting Trusts	4
	ARTICLE III
	Board of Directors
Section 3.1	Number and Qualifications	4
Section 3.2	Term of Office	4
Section 3.3	Removal	4
Section 3.4	Vacancies	4
Section 3.5	Committees of the Board	4
	ARTICLE IV
	Actions of the Board of Directors5
Section 4.1	Regular Meetings	5
Section 4.2	Special Meetings	5

i

Section 4.3	Attendance at Meetings by Telephone	5
Section 4.4	Notice of Meetings	5
Section 4.5	Quorum and Adjournment	5
Section 4.6	Presumption of Assent	6
Section 4.7	Unanimous Action Without Meeting	6
Section 4.8	Conflicts of Interest	6
	ARTICLE V
	Officers
Section 5.1	Titles and Number	6
Section 5.2	Election and Term of Office	6
Section 5.3	Chair of the Board	7
Section 5.4	President	7
Section 5.5	Vice Presidents	7
Section 5.6	Secretary and Assistant Secretaries	7
Section 5.7	Treasurer and Assistant Treasurers	7
Section 5.8	Catastrophic Event	8
	ARTICLE VI
	Shares
Section 6.1	Payment for Shares	8
Section 6.2	Certificates for Shares; Uncertificated Shares	8
Section 6.3	Transfer of Shares	8
Section 6.4	Lost Certificates	8
	ARTICLE VII
	Instruments and Investments
Section 7.1	Proper Officers	9
Section 7.2	Facsimile Signatures	9
Section 7.3	Voting Shares Held by the Corporation	9
	Article VIII
	Indemnification
Section 8.1	Indemnification Generally	9
Section 8.2	Suits by or in the Right of the Corporation	10
Section 8.3	Effect of Success in Defense	10

ii

Section 8.4	Authorization for Indemnification	10
Section 8.5	Advances	11
Section 8.6	Indemnification not Exclusive	11
Section 8.7	Insurance	11
Section 8.8	Fiduciaries of Employee Benefits Plan	11

iii

BYLAWS

OF

REP HOLDINGS, LTD.

ARTICLE I

Offices and Seal

Section 1.1Offices.  The principal office of the Corporation shall be at such place as the board of directors shall from time to time determine. The Corporation may have other offices, either within or without the State of Hawaii, as the board of directors may designate, or as the business of the Corporation may require from time to time.

Section 1.2Seal. The Corporation may have a seal.

ARTICLE II
Meetings of Shareholders

Section 2.1Annual Meetings. The annual meeting of shareholders shall be held each year at such time and place as the board of directors shall determine. The purpose of the annual meeting shall be electing directors and transacting otter business as may come before the meeting.

Section 2.2Special Meetings. Special meetings of shareholders may be held for any purpose or purposes. Special meetings shall be held at any time upon the call of the president, any director or upon the written request of shareholders owning not less than one-tenth of the shares entitled to vote at the special meeting.

Section 2.3Place of Meetings. The board of directors may designate any place within or without the State of Hawaii for any annual or special meeting of shareholders. If no designation is made, the meeting shall be held at the principal office of the Corporation.

Section 2.4Notice of Meetings. Written notice of all meetings, annual or special, shall state the place, day, and hour of the meeting and whether it is an annual or special meeting. In the case of a special meeting, the notice shall state the purpose or purposes for which the meeting is called. Except as provided in the next sentence, notice shall be delivered not less than ten days, nor more than seventy days before the data of the meeting. Notice of a meeting to vote upon a merger, consolidation, share exchange or sale of all or substantially all assets otherwise than in the usual and regular course of business shall be delivered not less than twenty days nor more than seventy days before the date of the meeting. Notice shall be delivered personally, by mail or by telecopier, by or at the direction of the president, the secretary, or persons calling the meeting, to each registered holder entitled to vote at the meeting. If mailed, the notice shall be deemed to be delivered when deposited in the United States mail, postage prepaid, addressed to the registered holder at the holder’s address as it appears on the stock transfer books of the Corporation. Waiver by a shareholder in writing of a notice of a shareholders’ meeting shall be equivalent to the giving of notice. Upon notice being given in

1

accordance with provisions of this section, the failure of any shareholder to receive actual notice of any meeting shall not in any way invalidate the meeting or proceedings thereat.

Section 2.5Quorum. Except as otherwise provided by these bylaws, the Corporation’s articles of incorporation or law, a quorum at all meetings of shareholders shall consist of the holders of record of a majority of the shares entitled to vote thereat, present in person or by proxy. If a quorum is not present at any meeting, a majority of the shareholders present in person or by proxy may adjourn, from time to time, without notice other than by an announcement at the meeting, until holders of the number of shares required to constitute a quorum shall attend. At any such adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting as originally noticed.

Section 2.6Closing of Transfer Books and Fixing Record Date. To determine shareholders entitled to notice of, or to vote at, any meeting of shareholders, or entitled to receive any dividend, or to make a determination of shareholders for any other purpose, the board of directors of the Corporation may provide that the stock transfer books shall be closed for a stated period but not to exceed seventy days. If the stock transfer books shall be closed for the purpose of determining shareholders entitled to notice of or to vote at a meeting of shareholders, the books shall be closed for at least ten days immediately preceding the meeting. In lieu of closing the stock transfer books, the board of directors may fix in advance a date as the record date for the determination of shareholders. In case of a meeting of shareholders, the record date shall be not less than ten or twenty days, as determined in accordance with Section 2.4 of these bylaws, prior to the date on which the action requiring the determination of shareholders is to be taken. The record date shall never be more than seventy days prior to the date on which the action is to be taken. If the stock transfer books are not closed and no record date is fixed for the determination of shareholders entitled to notice or to vote at a meeting of shareholders or to receive payment of a dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the Board of Directors declaring the dividend is adopted shall be the record date for the determination of shareholders. When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, the same determination shall apply to any adjournment.

Section 2.7Voting Record. The secretary shall make from the stock transfer books a complete record of the shareholders entitled to vote at the meeting or any adjournment. The list shall be arranged in alphabetical order and show the address of and the number of shares held by each shareholder. The record shall be produced and kept open at the time and place of the meeting and shall be subject to inspection by any shareholder during the whole time of the meeting. Failure to comply with the requirements of this Section shall not affect the validity of any action taken at the meeting.

Section 2.8Proxies. A shareholder may vote either in person or by a proxy executed in writing by the shareholder or by the shareholder’s duly authorized attorney-in-fact. No proxy shall be valid after eleven months from the date of its execution unless otherwise provided in the proxy.

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Section 2.9Voting of Shares by Certain Shareholders. (a) Shares held by another corporation may be voted by the officer, agent, or proxy prescribed by the bylaws of the Corporation or, in the absence of such provision, as the board of directors of the Corporation may determine.

(b)Shares held by a subsidiary of the Corporation shall not be voted at any meeting or counted in determining the total number of outstanding shares at any time. Another corporation is a subsidiary of this Corporation for purposes of this Section if this Corporation owns a majority of the shares voted for election of directors.

(c)Shares held by an administrator, executor, guardian or conservator may be voted by such person, either in person or by proxy, without a transfer of the shares into the person’s name. If the shares have not been transferred into the person’s name, the person shall, as a prerequisite to voting, file with the Corporation a certified copy of the person’s letter evidencing the person’s authority as an administrator, executor, guardian or conservator.

(d)A trustee may not vote shares unless the shares have been transferred into the trustee’s name. Shares standing in the name of trustees may be voted by all or a majority of the trustees, either in person or by proxy.

(e)Shares standing in the name of a receiver may be voted by the receiver. Shares held by or under the control of a receiver may be voted by the receiver without transfer into the receiver’s name if authority so to do is contained in an appropriate order of the court by which the receiver was elected and the order is filed with the secretary.

(f)A shareholder whose shares are pledged shall be entitled to vote the shares until the shares have been transferred into the name of the pledgee. Thereafter, the pledgee shall be entitled to vote the shares transferred, unless prior to the meeting the pledgee or the pledgee’s representative shall file with the secretary a proxy for the pledger to vote the stock.

Section 2.10Unanimous Consent of Shareholders. Whenever the vote of shareholders at any meeting, annual or special, is required or permitted to be taken in connection with any corporate action permitted by law, the meeting and vote of shareholders may be dispensed with if all of the shareholders who would have been entitled to vote upon the action consent in writing to the action being taken.

Section 2.11Shares Held by Nominees.  The board of directors may adopt by resolution a procedure whereby a shareholder of the Corporation may certify in writing to the Corporation that all or a portion of the shares registered in the name of the shareholder are held for the account of a specified person or persons. The resolution shall set forth (1) the types of recordholding shareholders who may certify, (2) the purpose or purposes for which the certificate may be made, (3) the form of certificate and information to be contained therein, (4) if the certificate is with respect to a record date or closing of the stock transfer books, the time within which the certificate must be received by the Corporation, and (5) such other provisions with respect to the procedures as are deemed necessary or desirable. Upon receipt by the Corporation of a certificate complying with the procedure, the persons specified in the certificate shall be

3

deemed, for the purpose or purposes set forth in the certificate, to be the holders of record of the number of shares specified in place of the shareholder making the certificate.

Section 2.12Voting Agreements or Voting Trusts.  The trustee or trustees of any voting trust agreement affecting the shares of the Corporation shall file an executed counterpart of the voting trust agreement with the secretary of the Corporation. The trustee or trustees of any voting agreement affecting the shares of the Corporation may file an executed counterpart thereof with the secretary of the Corporation. The Corporation and all directors and officers thereof may be required to recognize and give effect to the voting powers of the trustee or trustees under agreements of either kind which are filed with the secretary.

ARTICLE III
Board of Directors

Section 3.1Number and Qualifications. The board of directors shall consist of the number of persons elected at any annual or special meeting of the shareholders, but in no event shall the number of directors be less than the minimum number required by law. Directors need not be shareholders. At least one director shall be a resident of the State of Hawaii. Each director shall give to the secretary the mailing address and any changes thereof to which notices shall be sent to the director.

Section 3.2Term of Office. Each director shall hold office, except as otherwise provided by law or in these bylaws, until the next annual meeting of shareholders following that director’s election and until that director’s successor shall be elected and qualified, or that director’s death, resignation or removal as provided in these bylaws.

Section 3.3Removal. The entire board of directors or any director may be removed from office, with or without cause, by a vote of shareholders holding a majority of the outstanding shares entitled to vote at an election of directors. However, no director elected by cumulative voting may be removed if shareholders holding a sufficient number of shares to elect the director at an election of directors vote against the removal. In case any vacancy so created shall not be filled by the shareholders at the meeting, the vacancy shall be filled by the board of directors as hereinafter provided.

Section 3.4Vacancies. Permanent vacancies on the board of directors caused by death, resignation, removal or other cause may be filled by a majority of the remaining directors, though less than a quorum, or by a sole remaining director. Each director so elected shall hold office for the unexpired term of the director’s predecessor in office.

Section 3.5Committees of the Board. The board of directors may elect committees of one or more directors. Anything to the contrary in Section 4.5 of these bylaws notwithstanding, committee members must be designated by a majority of the entire board of directors. If the board of directors elects an executive or other committee, the executive or other committee may exercise all power of the board of directors, except that the executive or other committee may not: (1) authorize distributions; (2) approve or recommend to shareholders actions or proposals required to be approved by shareholders; (3) designate candidates for the office of director, for purposes of proxy solicitations or otherwise, or fill vacancies on the board

4

of directors or any committee thereof (but the nominating committee may make recommendations to be approved or disapproved by the beard of directors); (4) amend these bylaws; (5) approve a plan of merger not requiring shareholder approval; (6) authorize or approve the reacquisition of shares unless pursuant to a general formula or method specified by the board of directors; or (7) authorize or approve the issuance or sale of, or any contract to issue or sell, shares or designate the terms of a series or class of shares, except as permitted by law or pursuant to a stock option or purchase plan approved by the board of directors. Each committee may determine its own procedures for meetings and decision making. If no determination is made, the provisions of Sections 4.2, 4.4 and 4.5 of these bylaws shall apply as if the committee were the board of directors.

ARTICLE IV
Actions of the Board of Directors

Section 4.1Regular Meetings. A regular meeting of the board of directors shall be held without notice other than this bylaw immediately after, and at the same place as, the annual meeting of shareholders. The board of directors may provide, by resolution, the time and place, either within or without the State of Hawaii, for holding additional regular meetings without notice other than the resolution.

Section 4.2Special Meetings. Special meetings of the board of directors may be called by or at the request of the president or any director. The person or persons authorized to call special meetings of the board of directors or the committee may fix any place for holding any special meeting of the board of directors or the committee called by them.

Section 4.3Attendance at Meetings by Telephone. Subject to the provisions of these bylaws regarding notice, members of the board of directors or any committee may participate in a meeting of the board of directors or committee by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time. Participation by such means shall constitute presence in person at the meeting.

Section 4.4Notice of Meetings.  The secretary shall give notice of each meeting of the board of directors. Notice shall be in writing and be mailed to the director’s mailing address, registered pursuant to Section 3.1 of these bylaws, not less than three days before the meeting. Notice may be given personally, by telephone, telecopy, telegraph, or other means than mail not less than one day before the meeting. Notice may also be given as otherwise prescribed in advance by the board of directors. The failure of any director to receive notice shall not invalidate the proceedings of any meeting at which a quorum of directors is present. Notice need not be given to any director who shall, either before or after the meeting, sign a waiver of notice or who shall attend the meeting without protesting, prior to or at its commencement, the lack of notice. Except as otherwise provided by law, the Corporation’s articles of incorporation or these bylaws, a notice or waiver of notice need not state the purposes of the meeting.

Section 4.5Quorum and Adjournment. A majority of the directors shall constitute a quorum for the transaction of business. No actions taken other than the election of directors to fill permanent vacancies, as provided in these bylaws, shall bind the Corporation

5

unless it shall receive the concurring vote of a majority of the directors present at a meeting at which a quorum is present. In the absence of a quorum, the presiding officer or a majority of the directors present may adjourn the meeting from time to time without further notice until a quorum is present.

Section 4.6Presumption of Assent. A director who is present at a meeting of the board of directors or any committee at which action on any matter is taken shall be presumed to have assented to the action. To dissent, the director’s dissent or the director’s withholding of the director’s vote shall be entered in the minutes of the meeting. Alternatively, the director shall file a written dissent to the action with the person acting as the secretary of the meeting before the adjournment thereof or shall forward the dissent by registered or certified mail to the secretary within two days after the date of the action. The right to dissent shall not apply to a director who voted in favor of the action.

Section 4.7Unanimous Action Without Meeting. Any action required or permitted to be taken at any meeting of the hoard of directors or a committee may be taken without meeting if all of the directors or all the committee members consent in writing to the action. The consent may be signed at any time before or after the intended effective date of the action. The consent shall be filed with the minutes of the hoard of directors meetings or committee meetings and shall have the same effect as a unanimous vote.

Section 4.8Conflicts of Interest. A director shall be considered to have a conflict of interest if (a) the director has existing or potential financial or other interests which impair or might reasonably appear to impair independent unbiased judgment in the discharge of the director’s responsibilities to the Corporation, or (b) such director is aware that a member of the director’s family (which, for purposes of this Section 4.8, shall be a spouse, child, parent, sibling, grandchild, aunts and uncles, cousin or spouse of any such person) or any organization in which the director (for a member of the director’s family) is an officer, director, employee, member, partner, trustee, or controlling stockholder, has such existing or potential financial or other interests. Each director shall disclose to the board of directors and each committee on which the director serves any possible conflict of interest at the earliest practical time. A director with a conflict of interest may be counted in determining the presence of a quorum at a meeting of the board of directors or a committee which authorized, approves or ratifies the transaction.

ARTICLE V
Officers

Section 5.1Titles and Number. The officers of the Corporation shall be the president, one or more vice presidents, a secretary, a treasurer and, in the discretion of the board of directors, a chair of the board and such other officers, assistant officers and agents as the board of directors shall from time to time elect with such duties as from time to time may be prescribed by the board of directors or these bylaws.

Section 5.2Election and Term of Office. All officers shall be elected by the board of directors and shall serve at the pleasure of the board of directors. Any person may hold more than one office. Each officer shall hold office until that officer’s successor has been elected and qualified or that officer’s earlier death, resignation or removal as provided in these bylaws.

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All officers shall be subject to removal at any time with or without cause by the board of directors. The board of directors may, in its discretion, elect acting or temporary officers and may elect officers to fill vacancies occurring for any reason whatsoever. The board of directors may, in its discretion, limit or enlarge the duties and powers of any officer elected by it. Officers need not be shareholders of the Corporation.

Section 5.3Chair of the Board. The chair of the board (if elected) shall preside at all meetings of the board of directors and of shareholders and shall perform other duties as may be required of the chair of the board by the board of directors.

Section 5.4President. The president (in the absence of the chair of the board, if elected) shall preside at all meetings of the shareholders and the board of directors. Unless the board of directors shall decide otherwise, the president shall be the chief executive officer of the Corporation and shall have general charge and supervision of the business of the Corporation The president shall perform other duties as are incident to the president’s office or are required of the president by the board of directors.

Section 5.5Vice President.  In the absence or disability of or refusal to act by the president, the vice president or vice presidents shall, in order designated by the president or the board of directors, perform all of the duties of the president. When so acting a vice president shall have all the powers of and be subject to all the restrictions upon the president. The vice president or vice presidents shall have powers and perform other duties as may be prescribed by the president, the board of directors or the bylaws.

Section 5.6Secretary and Assistant Secretaries.  The secretary shall keep the minutes of all meetings of shareholders, the board of directors and committees of the board of directors (if any). The secretary shall give notice in conformity with these bylaws of all meetings of the shareholders and the board of directors. In the absence of the chair of the board and of the president and the vice president or vice presidents, the secretary shall have the power to call meetings of the shareholders, the board of directors and committees of the board of directors. The secretary shall also perform all other duties assigned to the secretary by the president or the board of directors. The assistant secretary or assistant secretaries shall, in the order prescribed by the board of directors or the president, perform all the duties and exercise all the powers of the secretary during the secretary’s absence or disability or whenever the office is vacant. An assistant secretary shall perform all the duties assigned to the assistant secretary or assistant secretaries by the president or the board of directors.

Section 5.7Treasurer and Assistant Treasurers. The treasurer shall be the chief financial and accounting officer of the Corporation. The treasurer shall exercise general supervision over the receipt, custody and disbursement of corporate funds and the keeping of corporate financial records. The treasurer shall perform all other duties assigned to the treasurer by the president or the board of directors. The assistant treasurer or assistant treasurers, if elected, shall, in the order prescribed by the board of directors or the president, perform all the duties and exercise all the powers of the treasurer during the treasurer’s absence or disability or whenever the office is vacant. An assistant treasurer shall perform all the duties assigned to the assistant treasurer or assistant treasurers by the president or the board of directors.

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Section 5.8Catastrophic Event.  In the event of a catastrophe which shall cause the death or inability to act of the chair of the board (if erected), the president and other officers, the order of succession to the presidency shall be the vice president or vice presidents, in such order as shall be determined by resolution of the board of directors, the secretary, and the treasurer until such time as the board of directors fills the vacancies. In the event of the death or inability to act of any director or the president, the secretary may call a special meeting of shareholders or the board of directors for the purpose of filling the vacancies.

ARTICLE VI
Shares

Section 6.1Payment for Shares. The payment for shares may be any legal consideration.

Section 6.2Certificates for Shares; Uncertificated Shares.  Each holder of a share of the Corporation shall be entitled to (a) a share certificate signed by the chair of the board of directors or the president or a vice president, and by the treasurer or the secretary, or an assistant treasurer or assistant secretary, or (b) if the board of directors shall provide that all or some shares shall be uncertificated shares, a written notice setting forth the name of the shareholder and the number, class and series, if any, of shares registered in the name of the shareholders. Certificates for shares shall be in such form as shall be approved by the board of directors and shall bear the corporate seal, if any, or a facsimile thereof. Any or all of the signatures upon a certificate may be a facsimile. In case any officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed upon the certificate shall have ceased to be such officer, transfer agent or registrar before the certificate is issued, the certificate may be issued by the Corporation with the same effect as if the officer, transfer agent or registrar were such officer, transfer agent, or registrar at the date of its issue.

Section 6.3Transfer of Shares. Transfer of shares may be made in any manner permitted by law. No transfer shall be binding upon the Corporation until a properly endorsed certificate has been presented to the secretary of the Corporation for registration of the transfer.

Section 6.4Lost Certificates. The board of directors may adopt rules and regulations respecting replacement of lost, destroyed or mutilated certificates. Subject to these rules or otherwise if no rules are adopted, the board of directors may order a new share certificate to be issued in the place of any share certificate alleged to have been lost, destroyed, or mutilated. In every such case, the owner of the lost, destroyed, or mutilated certificate shall be required to file with the board of directors sworn evidence showing the facts connected with the loss or destruction. Unless the board of directors shall otherwise direct, the owner of the lost or destroyed certificate shall be required to give to the Corporation a bond or undertaking in such sum, in such form, and with such surety or sureties as the board of directors may approve, to indemnify the Corporation against any loss, damage or liability that the Corporation may incur by reason of the issuance of a new certificate. Any new certificate issued in the place of any lost, destroyed, or mutilated certificate shall bear the notation “Issued for Lost Certificate No.               .”  Nothing in this section contained shall impair the right of the board of directors, in its discretion, to refuse to replace any allegedly lest or destroyed certificate, save upon the order of the court having jurisdiction in the matter.

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ARTICLE VII
Instruments and Investments

Section 7.1Proper Officers.  Except as hereinafter provided, or as required by law, all checks, notes, bonds, acceptances or other financial instruments, deeds, loses, contracts, licenses, endorsements, stock, powers, powers of attorney, proxies, waivers, consents, returns, reports, applications, notices, mortgages and other instruments or writings of any nature which require execution on behalf of the Corporation may be signed by any two officers, provided, however, that no officer, though the officer may hold two or more offices, shall sign any instrument in more than one capacity, unless the Corporation has only one officer as permitted by law. However, the board of directors may authorize any documents, instruments or writings to be signed by any officers, agents or employees of the Corporation or any one of them in such manner as the board of directors may determine.

Section 7.2Facsimile Signatures. The board of directors may by resolution provide for the execution of cheeks, warrants, drafts and other orders for the payment of money by a mechanical device or machine or by the use of facsimile signatures under such terms and conditions as shall be set forth in the resolution.

Section 7.3Voting Shares Held by the Corporation.  In all cases where the Corporation owns, holds, or represents under power of attorney, proxy or in any representative capacity, shares of any corporation, or shares or interests in business trusts, partnerships or other associations, the shares or interests shall be represented and voted by the president, or in the absence of the president, by a vice president or as otherwise prescribed by the board of directors. In the absence of either officer, any person specifically elected by the board of directors for the purpose shall have the right to represent and vote the shares or interests.

ARTICLE VIII

Indemnification

Section 8.1Indemnification Generally. The Corporation shall indemnify each person who was, or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) if the person is or was a director, officer, employee or agent of the Corporation or of any division of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with the action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceedings, had no reasonable cause to believe the person’s conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which the person reasonably believed to be in or not opposed to the best interests of the Corporation or, with respect to any criminal action or proceeding, create a

9

presumption that the person had reasonable cause to believe that the person’s conduct was unlawful.

Section 8.2Suits by or in the Right of the Corporation.  The Corporation shall indemnify each person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor because that person is or was a director, officer, employee or agent of the Corporation or of any division of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees) actually and reasonably incurred by the person in connection with the defense or settlement of the action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the Corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which the person shall have been adjudged to be liable for negligence or misconduct in the performance of the person’s duty to the Corporation unless and only to the extent that the court in which the action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for expenses which the court shall deem proper.

Section 8.3Effect of Success in Defense. To the extent that a person who is entitled in indemnification has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Sections 8.1 and 82, or in defense of any claim, issue or matter therein, the person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by the person in connection therewith.

Section 8.4Authorization for Indemnification. Any indemnification under Sections 8.1 and 8.2 of this Article (unless ordered by a court) shall be made by the Corporation only if authorized in the specific case upon a determination that indemnification of the person is proper in the circumstances because the person has met the applicable standard of conduct set forth in Section 8.1 or 82. The determination may be made:

(1)by the board of directors by a majority vote of a quorum consisting of directors who were not parties to the action, suit or proceeding;

(2)if a quorum is not obtainable, or, even if obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written opinion to the Corporation;

(3)if a quorum of disinterested directors so directs, by a majority vote of the stockholders; or

(4)by the court in which the proceeding is or was pending upon application made by the Corporation or the agent, attorney, or other person rendering services in connection with the defense, whether or not the application by the agent, attorney or other person is opposed by the Corporation.

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Section 8.5Advances. Expenses incurred in defending any action, suit or proceeding may be paid by the Corporation in advances of the final disposition of the action, suit or proceeding upon receipt of an undertaking by or on behalf of the person to repay the amount unless it shall ultimately be determined that the person is entitled to be indemnified by the Corporation as authorized in this Article.

Section 8.6Indemnification not Exclusive.  The indemnification and advances of expenses provided by this Article shall not be deemed exclusive of any other rights to which those indemnified may be entitled and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of the person.

Section 8.7Insurance.  The Corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or other agent of the Corporation or of any division of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against the person and incurred by the person in any such capacity or arising out of the person’s status as such, whether or not the Corporation would have the power to indemnify the person against such liability under the provisions of this Article. Insurance may be procured from any insurance company designated by the board of directors, including any insurance company in which the Corporation shall have any equity or other interest, through stock ownership or otherwise.

Section 8.8Fiduciaries of Employee Benefits Plan.  Indemnification, expense advancement or the purchase of insurance for the benefit of any fiduciary of any employee benefit plan or trust for the benefit of employees of the Corporation or another corporation in which the Corporation owns shares shall be made upon the authorization of the board of directors.

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CERTIFICATE

The undersigned Secretary of REP HOLDINGS, LTD. hereby certifies that the foregoing Bylaws were duly adopted by the unanimous written consent of the directors of REP HOLDINGS, LTD. as of May 1, 1998, and that they remain in full force and effect.

DATED this 1st day of May, 1998.

/s/ Beverly A. Kirk

Beverly A. Kirk

Its Secretary

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EX-3.31

Exhibit 3.31

IN THE DEPARTMENT OF COMMERCE AND CONSUMER AFFAIRS

STATE OF HAWAII

In the Matter of the Incorporation

of

RQI HOLDINGS, LTD.

204366 D1

ARTICLES OF INCORPORATION

(HRS § 414-32)

CADES SCHUTTE

A Limited Liability Law Partnership

David F.E. Banks

1000 Bishop Street

Honolulu, Hawaii 96813

IN THE DEPARTMENT OF COMMERCE AND CONSUMER AFFAIRS

STATE OF HAWAII

In the Matter of the Incorporation

of

RQI HOLDINGS, LTD.

ARTICLES OF INCORPORATION

(HRS § 414-32)

The undersigned individual, for the purpose of forming a corporation under the laws of the State of Hawaii, does hereby make and execute these Articles of Incorporation:

ARTICLE I

Corporate Name

The name of the Corporation is RQI Holdings, Ltd.

ARTICLE II

Initial Offices and Agent

Section 2.1Initial Principal Office. The mailing address of the initial principal office of the Corporation is 2155 Kalakaua Avenue, Suite 500, Honolulu, Hawaii 96815.

Section 2.2Initial Registered Office and Registered Agent. The street address of the initial registered office of the Corporation, and the name of its initial registered agent at its initial registered office, is The Corporation Company, Inc., 1000 Bishop Street, Honolulu, Hawaii 96813.

ARTICLE III

Shares

The Corporation is authorized to issue one thousand (1,000) common shares all of the same class.

2

ARTICLE IV

Incorporator

The name and address of the incorporator is David F.E. Banks, 1000 Bishop Street, Suite 1500, Honolulu, Hawaii 96815.

I certify that I have read the above statements and that the same are true and correct to the best of my knowledge and belief.

Signed this 22nd day of May 2003.

/s/ David F.E. Banks

David F.E. Banks

Incorporator

3

Nonrefundable Filing Fee: $100.00	FORM X-10
*Nonprofit: $50.00	12/2006

STATE OF HAWAII
DEPARTMENT OF COMMERCE AND CONSUMER AFFAIRS
Business Registration Division
335 Merchant Street
Mailing Address: P.O. Box 40, Honolulu, Hawaii 96810
Phone No. (808) 586-2727

ARTICLES OF CONVERSION

(Section 414-272, 415A-16.6, 414D-208, 425-193, 425E-1103, 428-902.6, Hawaii Revised Statutes)

PLEASE TYPE OR PRINT LEGIBLY IN BLACK INK

The undersigned, submitting these Articles of Conversion, certify as follows:

1.The converting (original) entity was (check one):

x Profit Corp. o Professional Corp. o Nonprofit Corp. o General Partnership o Limited Partnership

o LLC o LLP (If LLP must also check General Partnership) o LLLP

2.The name and state/country of incorporation/formation/organization or qualification of the converting entity was:

RQI Holdings, Ltd. 204366D1	Hawaii
(Type/Print Entity Name)	(State or Country)

3.The converted (new) entity is (check one):

o Profit Corp. o Professional Corp. o Nonprofit Corp. o General Partnership o Limited Partnership

x LLC o LLP (If LLP must also check General Partnership) o LLLP

4.The name and state/country of incorporation/formation/organization or qualification of the converted entity is:

RQI Holdings, LLC	Hawaii
(Type/Print Entity Name)	(State or Country)

5.The Plan of Conversion has been approved in accordance to Section 414-271, 415A-16.5, 414D-202, 425-192, 425E-1102, 428-902.5, as applicable.

6.An executed Plan of Conversion is on file at the principal place of business of the converting entity whose address is:

2155 Kalakaua, Suite 500, Honolulu, Hawaii 96815

FORM X-10

12/2006

7.A copy of the Plan of Conversion shall be furnished by the converting entity prior to the conversion or by the converted entity after the conversion on written request and without cost, to any shareholder, partner, member, or owner of the converting entity or the converted entity.

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FORM X-10

12/2006

8.Complete the applicable section. The Plan of Conversion was approved by the converting entity as follows:

A.By vote of the shareholders of the converting domestic profit/professional corporation:

Number of Shares Outstanding	Class/Series	Number of Shares Voting  For Conversion	Number of Shares Voting Against Conversion
1,000	Common	1,000	Zero

OR

B.By vote of the converting domestic limited liability company:

Total Number of Authorized Votes Number of Votes
For the Conversion Number of Votes
Against the Conversion

OR

C.o   The converting entity was a foreign profit corporation, a foreign limited liability company, a foreign limited partnership, a foreign limited liability limited partnership, a domestic or foreign nonprofit corporation, a domestic or foreign general partnership, or a domestic or foreign limited liability partnership. The approval of the Plan of Conversion was duly authorized and complied with the laws under which the converting entity was incorporated, formed, organized, or qualified.

OR

D.o   The converting entity was a domestic limited partnership or a domestic limited liability limited partnership and that a majority of the general partners have agreed to the conversion.

9.The conversion is effective on the date and time of filing the Articles of Conversion or at a later date and time, no more than 30 days after the filing, if so stated. Check one of the following statements:

x   Conversion is effective on the date and time of filing the Articles of Conversion.

o   Conversion is effective on,                                                                                      ,at                                              .. m., Hawaiian Standard Time, which date is not later than 30 days after the filing of the Articles of Conversion.

I/we certify under the penalties of Section 414-20, 415A-25, 414D-12, 425-13, 425-172, 425E-208, and 428-1302, Hawaii Revised Statutes, as applicable, that I/we have read the above statements and that the same are true and correct.

Signed this 25th day of May                    , 2007

John McConomy, Vice President	/s/ John McConomy
(Type/Print Name & Title)	(Signature)
(Type/Print Name & Title)	(Signature)

SEE INSTRUCTIONS ON REVERSE SIDE. The articles must be signed by an officer, partner, or other duly authorized representative of the converting entity.

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			FORM LLC-1
Nonrefundable Filing Fee: $50.00			1/2007
	STATE OF HAWAII
DEPARTMENT OF COMMERCE AND CONSUMER AFFAIRS
	Business Registration Division
	335 Merchant Street
Mailing Address: P.O. Box 40, Honolulu, Hawaii 96810
	Phone No. (808) 586-2727

ARTICLES OF ORGANIZATION FOR LIMITED LIABILITY COMPANY

(Section 428-203, Hawaii Revised Statutes)

PLEASE TYPE OR PRINT LEGIBLY IN BLACK INK

The undersigned, for the purpose of forming a limited liability company under the laws of the State of Hawaii, do hereby make and execute these Articles of Organization:

I

The name of the company shall be:

RQI Holdings, LLC

(The name must contain the words Limited Liability Company or the abbreviation L.L.C. or LLC)

II

The mailing address of the initial principal office is:

2155 Kalakaua, Suite 500, Honolulu, Hawaii 96815

III

The company shall have and continuously maintain in the State of Hawaii an agent and street address of the agent for service of process on the company. The agent may be an individual resident of Hawaii, a domestic entity, or a foreign entity authorized to transact or conduct affairs in this State, whose business office is identical with the registered office.

a.The name of the company’s initial agent for service of process is:

CSC Services of Hawaii, Inc.	Hawaii
(Name of Registered Agent)	(State or Country)

b.The street address of the initial registered office in this State is:

Pauahi Tower, 1001 Bishop St., Suite 1600, Honolulu, Hawaii 96813

IV

The name and address of each organizer is:

John McConomy 8955 Highway 98 W., Ste. 203, Destin, FL 32550

FORM LLC-1

1/2007

V

The period of duration is (check one):

x  At-will

o  for a specified term to expire on:
	(Month	Day	Year)

VI

The company is (check one):

a.	o	Manager-managed, and the names and addresses of the initial managers are listed in paragraph “c”,
		and the number of initial members are:                     .

b. x Member-managed, and the names and addresses of the initial members are listed in paragraph “c”.

c.	List the names and addresses of the initial managers if the company is Manager-managed, or
	List the names and addresses of the initial members if the company is Member-managed.

ResortQuest International, Inc.	c/o Gaylord Entertainment Co.
	One Gaylord Drive, Nashville, TN 37214

VII

The members of the company (check one):

x   Shall not be liable for the debts, obligations and liabilities of the company.

o   Shall be liable for all debts, obligations and liabilities of the company.

o   Shall be liable for specified debts, obligations and liabilities of the company as stated below, and have consented in writing to the adoption of this provision or to be bound by this provision.

We certify, under the penalties set forth in the Hawaii Uniform Limited Liability Company Act, that we have read the above statements and that the same are true and correct.

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WWW.BUSINESSREGISTRATIONS.COM	FORM LLC-1
	1/2007

Signed this 25th day of May, 2007

John McConomy
(Type/Print Name of Organizer)	(Type/Print Name of Organizer)
/s/ John McConomy
(Signature of Organizer)	(Signature of Organizer)

SEE INSTRUCTIONS PAGE. The articles must be signed and certified by at least one organizer of the company.

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PLAN OF CONVERSION
OF
RQI HOLDINGS, LTD.
INTO A
HAWAII LIMITED LIABILITY COMPANY

This PLAN OF CONVERSION is made as of this 25th day of May, 2007, by RQI Holdings, Ltd., a Hawaii corporation (the “Corporation”), pursuant to H.R.S § 414-271 et seq.

1.The name of the limited liability company into which the Corporation will be converted is RQI Holdings, LLC.

2.The Corporation is continuing its existence in the organizational form of a limited liability company to be organized under the laws of the State of Hawaii.

3.The manner and basis of converting the shares of the Corporation into membership interests of the limited liability company shall be as follows:

Each share of the Corporation’s outstanding Common Stock shall be converted into one unit of ownership interest in the limited liability company, and all certificates for the shares of the capital stock of the converting entity that shall be issued and outstanding on the effective date and time of the conversion shall be cancelled.

4.The initial Articles of Organization of the converted entity, in substantially the form attached as Exhibit A, shall be attached to the Articles of Conversion of the converting entity.

5.The initial Operating Agreement of the converted entity, in substantially the form attached as Exhibit B, shall be the Operating Agreement of the converted entity

6.The conversion of the Corporation into a limited liability company shall be effective as of the date and time at which the Hawaii Department of Commerce and Consumer Affairs receives the Articles of Conversion for filing.

7.Upon the effective date and time of the conversion:

(a)The converting entity shall continue to exist without interruption, but in the organization form of the converted entity;

(b)All rights, title, and interest in all real estate and other property owned by the converting entity shall automatically be owned by the converted entity without reversion or impairment, subject to any existing liens or other encumbrances thereon;

(c)All liabilities and obligations of the converting entity shall automatically be liabilities and obligations of the converted entity without impairment or diminution due to conversion;

(d)The rights of creditors of the converting entity shall continue against the converted entity and shall not be impaired or extinguished by the conversion;

(e)Any action or proceeding pending by or against the converting entity may be continued by or against the converted entity without any need for substitution of parties;

(f)The former shareholders of the converting entity shall be entitled only to the rights provided in this Plan of Conversion or to the rights to dissent under section 414-342 of the Hawaii Revised statutes;

(g)A shareholder, partner, member, or other owner of the converted entity shall be liable for the debts and obligations of the converting entity that existed before the conversion takes effect and to the extent that the shareholder, partner, member, or other owner:

(i)Agreed in writing to be liable for the debts or obligations;

(ii)Was liable under applicable law prior to the effective date of conversion, for the debts or obligations; or

(iii)Becomes liable under applicable law for existing debts and obligations of the converted entity by becoming a shareholder, partner, member, or other owner of the converted entity; and

(h)Part XIV of the Hawaii Business Corporation Act, dealing with dissenters’ rights, shall apply as if the converted entity were the survivor of a merger with the converting entity.

8.Notification by the Corporation of the approval of the conversion will be deemed to be execution of the operation agreement of the limited liability company by the persons who will be the members of the limited liability company.

[Signatures to follow]

2

IN WITNESS WHEREOF, this Plan of Conversion has been signed by the duly authorized officers of the Corporation as of the day and year first above written.

RQI HOLDINGS, LTD.
By:	/s/ Kelvin Bloom
Name:	Kelvin Bloom
Title:	President

EX-3.32

Exhibit 3.32

AMENDED AND RESTATED OPERATING AGREEMENT

OF

RQI HOLDINGS, LLC

Dated as of

November 6, 2007

AMENDED AND RESTATED OPERATING AGREEMENT
OF
RQI HOLDINGS, LLC

This AMENDED AND RESTATED OPERATING AGREEMENT (the “Agreement”) is made and entered into as of November 6, 2007 (the “Effective Date”), by and between RQI HOLDINGS, LLC, a Hawaii limited liability company (the “Company”), and VACATION HOLDINGS HAWAII, INC., LLC, a Hawaii limited liability company (the “Member”), as the sole member of the Company.

RECITALS:

A.            The Company and ResortQuest International, Inc., a Delaware corporation (“RQI”) entered into that certain Operating Agreement dated as of May 25, 2007 (the “Original Operating Agreement”);

B.            RQI has subsequent to the effective date of the Original Operating Agreement transferred its entire interest in the Company to the Member;

C.            The Company and the Member amended and restated in its entirety the Original Operating Agreement by executing that certain Amended and Restated Operating Agreement dated as of June 15, 2007 (the “First Amended and Restated Operating Agreement”);

D.            The Company and the Member now desire to amend and restate in its entirety the First Amended and Restated Operating Agreement as of the Effective Date by entering into this Agreement;

NOW, THEREFORE, the parties, intending to be legally bound, hereby agree as follows:

ARTICLE I

Definitions

The following terms used in this Agreement shall have the meanings described below:

1.1          “Act” shall mean the Hawaii Uniform Limited Liability Company Act, Haw. Rev. Stat. §§ 428-101, et seq., as now or hereafter amended.

1.2          “Agreement” means this Amended and Restated Operating Agreement, as it may be amended from time to time, complete with all exhibits and schedules hereto.

1.3          “Capital Contribution” means the amount of money contributed by the Member to the Company and, if property other than money is contributed, the initial agreed fair market value of such property, net of liabilities assumed or taken subject to by the Company.

1.4          “Claim” has the meaning set forth in Section 8.3 hereof.

1.5          “Company” means the limited liability company described in the first paragraph of this Agreement as such entity may from time to time be constituted.

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1.6          “Covered Person” has the meaning set forth in Section 8.2 hereof.

1.7          “Managers” means those persons (or person, if just one Manager) from time to time appointed as managers of the Company in accordance with the Act and this Agreement.

1.8          “Member(s)” means the Member and any other persons admitted as members of the Company in the future in accordance with this Agreement and the Act.

1.9          “Person” means an individual, firm, corporation, partnership, limited liability company, association, estate, trust, pension or profit-sharing plan, or any other entity.

1.10        “Principal Office” means the designated Hawaii office of the Company at which the records of the Company are kept as required under the Act.

ARTICLE II

Formation

2.1          Formation. The Company has been formed as a limited liability company pursuant to the Act and in accordance with the terms and conditions of the Original Agreement, which was effective immediately after the filing of Articles of Organization of the Company.

2.2          Intent. For so long as there is only one Member of the Company, it is intended that the Company be operated in a manner consistent with its treatment as a “sole proprietorship” or a “disregarded entity” for federal and state income tax purposes.

ARTICLE III

General Provisions

3.1          Company Name. The name and trade name of the Company is “RQI Holdings, LLC” or such other name or names as the Member may select from time to time, and its business shall he carried on in such names with such variations and changes as the Managers deem necessary to comply with requirements of the jurisdictions in which the Company’s operations are conducted.

3.2          Principal Office and Place of Business. The Principal Office of the Company shall be as set forth in the Company’s Articles of Organization, or as otherwise established inside or outside the State of Hawaii by the Managers. The Company may also have offices at such other places, both within and without the State of Hawaii, as the Managers may determine from time to time or as the business of the Company may require.

3.3          Agent for Service of Process. The Company shall maintain in the State of Hawaii an agent and street address of the agent for service of process on the Company. The name and street address of the agent for service of process is National Registered Agents of HI, Inc., 1136 Union Mall Suite 301, Honolulu, Hawaii 96813. The Managers may, from time to time change the Company’s agent for service of process or its address in accordance with the Act.

3.4          Purpose and Powers. The Company is formed for the purpose of engaging in any business or activity permitted by law. The Company shall possess and may exercise all the

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powers and privileges granted by the Act or by any other law or by this Agreement, together with any powers incidental thereto, insofar as such powers and privileges are necessary or convenient to the conduct, promotion or attainment of the business purposes of the Company.

ARTICLE IV

Members

4.1          Action by the Member(s). The Member(s) may approve any matters by written consent without a meeting to the extent such matters are reserved for approval of the Member(s) under this Agreement or the Act. The Member(s) shall from time to time appoint the Managers and designate one or more persons as Managers.

4.2          Power to Bind the Company. The Member(s), acting in its capacity as member of the Company, shall have no authority to bind the Company to any third party with respect to any matter pertaining to the business or operations of the Company.

ARTICLE V

Capital Contributions

5.1          Initial Capital Contribution. The Company is the converted entity resulting from the conversion of Hotel Corporation of the Pacific, Inc., and no further or additional Capital Contribution is required.

5.2          Other Capital Contributions. Unless the Member(s) otherwise agrees, no Capital Contributions other than as set forth in Section 5.1 hereof shall be required.

ARTICLE VI

Distributions

6.1          Amount and Time of Distributions. The Managers shall have power and authority to declare and make dividends or other distributions, but only as provided by law.

6.2          Distributions to the Member. Distributions shall be made to the Member(s) in accordance with their percentage membership interest.

ARTICLE VII

Management

7.1          Managers.

(a)           Management. Except as may otherwise be provided by the Act or by this Agreement, the property, affairs, and business of the Company shall be managed by or under the direction of the Managers, and the Member(s) shall have no right to act on behalf of or hind the Company. The Managers shall be responsible for policy setting and approving the overall direction of the Company, and the day-to-day business and affairs of the Company. Unless otherwise expressly provided in this Agreement, the Managers will act by a majority of the Managers.

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(b)           Managers. The individuals listed in the attached Exhibit A shall be the Managers of the Company effective as of the date of this Agreement.

(c)           Number and Tenure. There shall be such number of Managers, no fewer than one (1), as from time to time shall be appointed or otherwise fixed by the Member(s). Each Manager appointed shall hold office until his or her successor is appointed and qualified or until his or her earlier resignation or removal. Managers need not be members of the Company.

(d)           Removal of Managers. Any Manager may be removed from office at any time, with or without cause, by the Member(s).

(e)           Vacancies. If any vacancy shall occur among the Managers, the vacancy shall he filled by the Member(s). Each Manager chosen to fill a vacancy shall hold office until his or her successor is duly appointed and qualified.

(f)            Resignation. Any Manager may resign at any time by giving written notice to the Member(s) or all of the other Managers. Unless a later date is specified in such written notice, a resignation shall take effect upon delivery. It shall not be necessary for a resignation to be accepted before it becomes effective.

(g)           Action by Written Consent. Any action required or permitted to be taken by the Managers, either at a meeting or otherwise, may be taken without a meeting if the Managers, as the case may be, by the vote required for the relevant action in accordance with this Agreement, consent thereto in writing.

7.2          Checks, Notes, Etc. All checks, drafts, bills of exchange, acceptances, notes or other obligations or orders for the payment of money shall be signed by any Manager and, if so required by this Agreement, the Member(s) or the Managers or such other persons as the Managers from time to time may designate.

Checks, drafts, bills of exchange, acceptance notes, obligations and orders for the payment of money made payable to the Company may be endorsed for deposit to the credit of the Company with a duly authorized depository by any Manager or such other persons as the Managers from time to time may designate.

7.3          Loans. Subject to Section 7.4, no loans and no renewals of any loans shall be contracted on behalf of the Company except as authorized by the Manager(s). When authorized to do so, any one (1) or more Manager(s) or such other person(s) designated by the Managers may affect loans and advances for the Company from any bank, trust company or other institution or from any firm, corporation or individual, and for such other evidences of indebtedness of the Company. When authorized so to do, any one (1) or more Managers or such other person(s) designated by the Managers may pledge, hypothecate or transfer, as security for the payment of any and all loans, advances, indebtedness and liabilities of the Company, any and all stocks, securities and other personal property at any time held by the Company, and to that end may endorse, assign and deliver the same. Such authority may be general or confined to specific instances.

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7.4          Contracts and Other Actions of the Managers. No agreements, bonds, contracts, deeds, mortgages and other instruments shall be contracted on behalf of the Company by any Manager outside his or her prior designated approved authority, except as authorized by the Managers. When so authorized, any one (1) or more Managers shall be authorized to execute and deliver, in the name and on behalf of the Company, all agreements, bonds, contracts, deeds, mortgages and other instruments, either for the Company’s own account or in a fiduciary or other capacity. When so authorized, the Managers may delegate to any employees or agents the authority to execute and deliver, in the name and on behalf of the Company, agreements, bonds, contracts, deeds, mortgages and other instruments, either for the Company’s own account or in a fiduciary or other capacity. The grant of such authority by the Manager(s) may be general or confined to specific instances. Without limiting the generality of the foregoing, the Company shall not take any of the following actions except pursuant to a majority vote of the Managers:

(a)           the conduct by the Company of any business other than, or the engagement by the Company in any transaction not substantially related to, the Business;

(b)           the incurrence, issuance, assumption, guarantee or refinancing of any indebtedness if the aggregate amount of such indebtedness exceeds $1,000,000;

(c)           transactions with third parties outside the ordinary course of Business including, but not limited to, substantial acquisitions or dispositions;

(d)           the entering into any agreement or transaction with any Manager, employee or other affiliate of the Company;

(e)           the entering into by the Company of any agreement, contract or arrangement pursuant to which the Company is obligated to pay or entitled to receive payments in excess of $1,000,000 over the term of such contract;

(f)            the commencement or settlement of any litigation for an amount in excess of $200,000 in any such commencement or settlement or series of related commencements or settlements; or

(g)           the entering into of any contract, arrangement, understanding or other similar agreement with respect to any of the foregoing (a)-(f).

7.5          Reliance by Third Parties. Any third party shall be entitled to rely on all actions of any Manager to the extent such Manager is authorized to act pursuant to this Agreement, and shall be entitled to deal with such Manager as if it were the sole party in interest therein, both legally and beneficially. Every instrument purporting to be the action of the Company that is consistent with the terms of this Agreement and executed by at least one (1) Manager or such other person(s) designated by the Managers shall be conclusive evidence in favor of any person relying thereon or claiming thereunder that, at the time of delivery thereof, this Agreement was in full force and effect and that the execution and delivery of that instrument is duly authorized by the Manager(s), the Member, and the Company.

7.6          Actions Requiring Approval of the Member. The Managers shall NOT undertake any of the following acts without the approval of the Member(s):

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(a)           Amend the Articles of Organization of the Company;

(b)           Amend this Agreement;

(c)           Enter into any agreement to sell, rent, lease, exchange or otherwise dispose of all or substantially all of the property and assets of the Company;

(d)           Enter into any agreement or plan of merger, combination or conversion to which the Company is a party;

(e)           Cause the dissolution of the Company; or

(f)            Take any other action which this Agreement specifically requires the approval of the Member(s).

ARTICLE VIII

Limitation of Liability; Exculpation and Indemnification

8.1          Limitation of Liability. The debts, obligations, and liabilities of the Company, whether arising in contract, tort, or otherwise, are solely the debts, obligations, and liabilities of the Company. Neither any Manager nor any Member shall be personally liable for any debt, obligation, or liability of the Company solely by reason of being or acting as a manager or a member.

8.2          Exculpation. Notwithstanding any other provisions of this Agreement, whether express or implied, or obligation or duty at law or in equity, none of the Managers, Member(s), or the officers, directors, stockholders, partners, employees, representatives or agents of any of the foregoing (individually, a “Covered Person” and, collectively, the “Covered Persons”) shall be liable to the Company or any other person for any act or omission relating to the Company and the conduct of its business, this Agreement, any related document or any transaction contemplated hereby or thereby, taken or omitted in good faith by a Covered Person and in the reasonable belief that such act or omission is in or is not contrary to the best interests of the Company, provided that such act or omission is not found by a court of competent jurisdiction or an arbitrator or arbitration panel to constitute fraud, willful misconduct, bad faith, gross negligence, or breach of fiduciary duty to the Company or its Member(s).

8.3          Indemnification. To the fullest extent permitted by the Act and applicable law, the Company, its receiver or trustee shall indemnify, defend and hold harmless each Covered Person from and against any and all losses, claims, demands, liabilities, expenses, judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative (“Claims”), in which the Covered Person may be involved, or threatened to be involved, as a party or otherwise, by reason of its management of the affairs of the Company or which relates to or arises out of the Company or its property, business or affairs. A Covered Person shall not be entitled to indemnification under this Section 8.3 with respect to any Claim in which such Covered Person is found by a court of competent jurisdiction to have engaged in fraud, willful misconduct, bad faith, gross negligence, or breach of a fiduciary duty to the Company or any Member. Expenses incurred by a Covered Person in investigating or defending any Claim shall be paid by the Company in advance of the

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final disposition of such Claim upon receipt by the Company of an undertaking by or on behalf of such Covered Person to repay such amount if it shall be ultimately determined that such Covered Person is not entitled to be indemnified by the Company in accordance with this Section 8.3. The Company may maintain insurance at its expense to protect itself and any Manager, trustee, employee or agent of the Company or another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Company would have the power to indemnify such person against such expense, liability or loss under the Act.

ARTICLE IX

Notices

9.1          Form and Delivery.

(a)           Whenever, under the provisions of law or this Agreement, notice is required to be given to any Member, it shall not be construed to mean personal notice unless otherwise specifically provided, but such notice may be given in writing, by mail, telecopy, telegram or messenger addressed to the Member, at its address as it appears on the records of the Company. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, with first class postage prepaid.

(b)           Whenever, under the provisions of law or this Agreement, notice is required to be given to any Manager, it shall not be construed to mean personal notice unless otherwise specifically provided, but such notice may be given in writing, by mail, telecopy, telegram or messenger addressed to such Manager at the usual place of residence or business of such Manager as in the discretion of the person giving such notice will be likely to be received most expeditiously by such Manager. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, with first class postage prepaid.

9.2          Waiver. Whenever any notice is required to be given under the provisions of law or this Agreement, a written waiver of notice signed by the person or persons entitled to said notice, whether before or after the time for the meeting stated in such notice, shall be deemed equivalent to such notice.

ARTICLE X

Accounting

10.1        Fiscal Year and Accounting. The fiscal year of the Company shall be as determined from time to time by the Managers.

10.2        Tax Elections. The Member(s) shall determine whether to make any available elections pursuant to the Internal Revenue Code of 1986 (or successor thereto), as amended from time to time.

10.3        Tax Controversies. The Member(s) is authorized and required to represent the Company (at the Company’s expense) in connection with all examinations of the Company’s affairs by tax authorities, including resulting administrative and judicial proceedings, and to expend Company funds for professional services and costs associated therewith.

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ARTICLE XI

Liquidation and Winding Up

11.1        Dissolution. The Company shall dissolve only upon:

(a)           the vote of the Member(s); or

(b)           the occurrence of any event which makes it unlawful for the business of the Company to be carried on or for the Member(s) to carry on that business in Company.

11.2        Liquidation. Upon dissolution of the Company, the Company shall be liquidated and its business and affairs wound up by the Managers. All proceeds from such liquidation shall be paid (to the extent permitted by applicable law) in the following order:

(a)           First, to creditors, including any Member if it is a creditor, in the order of priority as required by applicable law;

(b)           Second, to a reserve for contingent liabilities to be distributed at the time and in the manner as the Managers determine in their discretion; and

(c)           Thereafter, to the Member(s).

ARTICLE XII

Miscellaneous

12.1        Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Hawaii.

12.2        Severability. If any provision of this Agreement shall be conclusively determined by a court of competent jurisdiction to be invalid or unenforceable to any extent, the remainder of this Agreement shall not be affected thereby.

12.3        Binding Effect. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns.

12.4        Entire Agreement; Supersedure. This Agreement constitutes the entire agreement of the Member(s) relating to the Company and supersedes all prior contracts or agreements with respect to the Company, whether oral or written. This Agreement supersedes and restates the Original Operating Agreement as the same may have been heretofore amended and restated in its entirety.

12.5        Titles and Captions. All article, section and paragraph titles and captions contained in this Agreement are for convenience only and are not a part of the context hereof

12.6        No Third Party Rights. This Agreement is intended to create enforceable rights between the parties hereto only, and creates no rights in, or obligations to, any other Persons whatsoever.

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12.7        Amendments. This Agreement may not be amended or modified, and none of its provisions may be waived by any party hereto, except with the written consent of the Member(s).

12.8        Creditors. None of the provisions of this Agreement shall be for the benefit of or enforceable by any creditors of the Company.

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first written above.

THE COMPANY:		THE MEMBER:
RQI HOLDINGS, LLC, a Hawaii limited		VACATION HOLDINGS HAWAII, INC.,
liability company		a Delaware corporation
By:	/s/ John A. Galea	By:	/s/ Jeanette E. Marbert
	John A. Galea		Jeannette E. Marbert
	Its Manager		Its Executive Vice President

EXHIBIT “A”

MANAGERS

John A. Galea

Victoria J. Kincke

Kelvin M. Bloom

EX-3.33

Exhibit 3.33

Nonrefundable Filing Fee: $200.00* STATE OF HAWAII
DEPARTMENT OF COMMERCE AND CONSUMER AFFAIRS
Business Registration Division
1010 Richards Street
Mailing Address: P.O. Box 40, Honolulu, Hawaii 96810 FORM X-10 7/2001

ARTICLES OF CONVERSION
(Section 414-272, 415A-16.6, 415B-88, 425-193, 428-902.6, Hawaii Revised Statutes)

PLEASE TYPE OR PRINT LEGIBLY IN BLACK INK

The undersigned, submitting these Articles of Conversion, certify as follows:

1.The converting (original) entity was (check one):

x Profit Corp.	o Professional Corp.	o Nonprofit Corp.	o General Partnership	o Limited Partnership
o LLC	o LLP

2.The name and state/country of incorporation/formation/organization or qualification of the converting entity was:

15558D1 HOTEL CORPORATION OF THE PACIFIC, INC.	Hawaii
(Type/Print Entity Name)	(State or Country)

3.The converted (new) entity is (check one):

o Profit Corp.	o Professional Corp.	o Nonprofit Corp.	o General Partnership	o Limited Partnership
x LLC	o LLP

4.The name and state/country of incorporation/formation/organization or qualification of the converted entity is:

20422 C5 RESORTQUEST HAWAII, LLC	Hawaii
(Type/Print Entity Name)	(State or Country)

5.The Plan of Conversion has been approved in accordance to Section 414-271, 415A-16.5, 415B-87, 425-192, 425D-1110, 428-902.5, as applicable.

6.An executed Plan of Conversion is on file at the principal place of business of the converting entity whose address is:

ANA Kalakaua Center, 2155 Kalakaua Avenue, Suite 500, Honolulu, Hawaii 96815-2354

FORM X-10
7/2001

7.A copy of the Plan of Conversion shall be furnished by the converting entity prior to the conversion or by the converted entity after the conversion on written request and without cost, to any shareholder, partner, member, or owner of the converting entity or the converted entity.

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FORM X-10
7/2001

8.Complete the applicable section. The Plan of Conversion was approved by the converting entity as follows:

A.By vote of the shareholders of the converting domestic profit/professional corporation:

Number of Shares Outstanding	Class/Series	Number of Shares Voting For Conversion	Number of Shares Voting Against Conversion
10,000	Common	10,000	Zero

OR

B.By vote of the converting domestic limited liability company:

Total Number of Authorized Votes Number of Votes
For the Conversion Number of Votes
Against the Conversion

OR

C. o The converting entity was a foreign profit corporation, a foreign limited liability company, a foreign limited partnership, a foreign limited liability limited partnership, a domestic or foreign nonprofit corporation, a domestic or foreign general partnership, or a domestic or foreign limited liability partnership. The approval of the Plan of Conversion was duly authorized and complied with the laws under which the converting entity was incorporated, formed, organized, or qualified.

I/we certify under the penalties of Section 414-20, 415A-25, 415B-158, 425-13, 425-172, 425D-204, 425D-1108, and 428-1302, Hawaii Revised Statutes, as applicable, that I/we have read the above statements and that the same are true and correct.

Signed this 27th day of May, 2002

Kelvin Mark Bloom, President	/s/ Kelvin Mark Bloom
(Type/Print Name & Title)	(Signature)

SEE INSTRUCTIONS ON REVERSE SIDE. The articles must be signed by an officer, partner, or other duly authorized representative of the converting entity.

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WWW.BUSINESSREGISTRATIONS.COM FORM LLC-1

7/2001

Nonrefundable Filing Fee: $100.00 STATE OF HAWAII DEPARTMENT OF COMMERCE AND CONSUMER AFFAIRS Business Registration Division 1010 Richards Street Mailing Address: P.O. Box 40, Honolulu, Hawaii 96810

ARTICLES OF ORGANIZATION FOR LIMITED LIABILITY COMPANY

(Section 428-203, Hawaii Revised Statutes)

PLEASE TYPE OR PRINT LEGIBLY IN BLACK INK

The undersigned, for the purpose of forming a limited liability company under the laws of the State of Hawaii, do hereby make and execute these Articles of Organization:

I

The name of the company shall be:

RESORTQUEST HAWAII, LLC

(The name must contain the words Limited Liability Company or the abbreviation L.L.C. or LLC)

II

The street address of the initial designated office in Hawaii is:

ANA  Kalakaua Center, 2155 Kalakaua Avenue, Suite 500, Honolulu, Hawaii 96815-2354

III

The company shall have and continuously maintain in the State of Hawaii an agent and street address of the agent for service of process on the company. The agent may be an individual resident of Hawaii, a domestic entity, or a foreign entity authorized to transact or conduct affairs in this State, whose business office is identical with the registered office.

a.The name of the company’s initial agent for service of process is:

The Corporation Company, Inc.
(Name of Registered Agent)	(State or Country)

b.The street address of the initial registered office in this State is:

1000 Bishop Street, Honolulu, Hawaii 96813

IV

The name and address of each organizer is:
Kelvin Mark Bloom	ANA Kalakaua Center, 2155 Kalakaua Ave.
	Suite 500, Honolulu, Hawaii 96815-2354

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FORM LLC-1
7/2001

V

The period of duration is (check one):

x	At-will
o	For a specified term to expire on:
		(Month	Day	Year)

VI

The company is (check one):

a.	x	Manager-managed, and the names and addresses of the initial managers are listed in paragraph “c”,
		and the number of initial members are: One.

b.	o	Member-managed, and the names and addresses of the initial members are listed in paragraph “c”.
c.	List the names and addresses of the initial managers if the company is Manager-managed, or List the names and addresses of the initial members if the company is Member-managed.

Kelvin Mark Bloom	ANA Kalakaua Center, 2155 Kalakaua Ave
	Suite 500, Honolulu, HI 96815-2354

VII

The members of the company (check one):

xShall not be liable for the debts, obligations and liabilities of the company.

oShall be liable for all debts, obligations and liabilities of the company.

oShall be liable for specified debts, obligations and liabilities of the company as stated below, and have consented in writing to the adoption of this provision or to be bound by this provision.

We certify, under the penalties set forth in the Hawaii Uniform Limited Liability Company Act, that we have read the above statements and that the same are true and correct.

Signed this 27th day of May, 2002

Kelvin Mark Bloom
(Type/Print Name of Organizer)	(Type/Print Name of Organizer)
/s/ Kelvin Mark Bloom
(Signature of Organizer)	(Signature of Organizer)

SEE INSTRUCTIONS PAGE. The articles must be signed and certified by at least one organizer of the company.

EX-3.34

Exhibit 3.34

AMENDED AND RESTATED OPERATING AGREEMENT

OF

RESORTQUEST HAWAII, LLC

Dated as of
September       , 2007

AMENDED AND RESTATED OPERATING AGREEMENT

OF

RESORTQUEST HAWAII, LLC

This AMENDED AND RESTATED OPERATING AGREEMENT (the “Agreement”) is made and entered into as of September            , 2007 (the “Effective Date”), by and between RESORTQUEST HAWAII, LLC, a Hawaii limited liability company (the “Company”), and RQI HOLDINGS, LLC, a Hawaii limited liability company (the “Member”), as the sole member of the Company.

RECITALS:

A.The Company was formed on May 31, 2002 as a result of the conversion of Hotel Corporation of the Pacific, Inc., from a Hawaii corporation into a Hawaii limited liability company pursuant to Sections 414-272 and 428-902.5, Hawaii Revised Statutes.

B.In connection with the formation of the Company, the initial sole member of the Company, ResortQuest International, Inc. and the Company entered into that certain Operating Agreement of ResortQuest Hawaii, LLC dated May 31, 2002 (the “Original Agreement”).

C.ResortQuest International, Inc. thereafter assigned its entire membership interest in the Company to RQI Holdings, Ltd., a Hawaii corporation, effective as of May 31, 2003.

D.In connection with the assignment and assumption of the membership interest, RQI Holdings, Ltd. and the Company amended and restated the Original Agreement by entering into that certain Amended and Restated Operating Agreement of ResortQuest Hawaii, LLC dated May 31, 2003 (the “First A&R Agreement”).

E.RQI Holdings, Ltd., and the Company thereafter amended and restated the First A&R Agreement by entering into that certain Amended and Restated Operating Agreement of ResortQuest Hawaii, LLC dated April 16, 2007 (the “Second A&R Agreement”).

F.The Member was formed on May 25, 2007 as a result of the conversion of RQI Holdings, Ltd. from a Hawaii corporation into a Hawaii limited liability company pursuant to Sections 414-271 and 428-902.5, Hawaii Revised Statutes,

G.As of May 25, 2007, RQI Holdings, Ltd.’s entire membership interest in the Company became the property of the Member as the converted entity pursuant to Sections 414-274 and 428-903, Hawaii Revised Statutes.

H.The Member now desires to amend and restate the Second A&R Agreement as follows:

ARTICLE I

Definitions

The following terms used in this Agreement shall have the meanings described below:

1.1“Act” shall mean the Hawaii Uniform Limited Liability Company Act, Haw. Rev. Stat. §§ 428-101, et seq., as now or hereafter amended.

1.2“Agreement” means this Amended and Restated Operating Agreement, as it may be amended from time to time, complete with all exhibits and schedules hereto.

1.3“Capital Contribution” means the amount of money contributed by the Member to the Company and, if property other than money is contributed, the initial agreed fair market value of such property, net of liabilities assumed or taken subject to by the Company.

1.4“Claim” has the meaning set forth in Section 8.3 hereof.

1.5“Company” means the limited liability company described in the first paragraph of this Agreement as such entity may from time to time be constituted.

1.6“Covered Person” has the meaning set forth in Section 8.2 hereof.

1.7“Managers” means those persons (or person, if just one Manager) from time to time appointed as managers of the Company in accordance with the Act and this Agreement.

1.8“Member(s)” means the Member and any other persons admitted as members of the Company in the future in accordance with this Agreement and the Act.

1.9“Person” means an individual, firm, corporation, partnership, limited liability company, association, estate, trust, pension or profit-sharing plan, or any other entity.

1.10“Principal Office” means the designated Hawaii office of the Company at which the records of the Company are kept as required under the Act.

ARTICLE II

Formation

2.1Formation. In connection with the conversion of Hotel Corporation of the Pacific, Inc., ResortQuest International, Inc. caused the formation of the Company on May 31, 2002, pursuant to the Act and in accordance with the terms and conditions of the Original Agreement.

2.2Intent. For so long as there is only one Member of the Company, it is intended that the Company be operated in a manner consistent with its treatment as a “sole proprietorship” or a “disregarded entity” for federal and state income tax purposes.

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ARTICLE III

General Provisions

3.1Company Name. The name and trade name of the Company is “ResortQuest Hawaii, LLC” or such other name or names as the Member may select from time to time, and its business shall be carried on in such names with such variations and changes as the Managers deem necessary to comply with requirements of the jurisdictions in which the Company’s operations are conducted.

3.2Principal Office and Place of Business. The Principal Office of the Company shall be as set forth in the Company’s Articles of Organization, or as otherwise established inside or outside the State of Hawaii by the Managers. The Company may also have offices at such other places, both within and without the State of Hawaii, as the Managers may determine from time to time or as the business of the Company may require.

3.3Agent for Service of Process. The Company shall maintain in the State of Hawaii an agent and street address of the agent for service of process on the Company. The name and street address of the agent for service of process is National Registered Agents of Hawaii, Inc., 1136 Union Mall Suite 301, Honolulu, Hawaii 96813. The Managers may, from time to time change the Company’s agent for service of process or its address in accordance with the Act.

3.4Purpose and Powers. The Company is formed for the purpose of engaging in operating resort condominiums, hotel management and condominium associate management in the State of Hawaii (the “Business”). The Company shall possess and may exercise all the powers and privileges granted by the Act or by any other law or by this Agreement, together with any powers incidental thereto, insofar as such powers and privileges are necessary or convenient to the conduct, promotion or attainment of the business purposes of the Company.

ARTICLE IV

Members

4.1Action by the Member(s). The Member(s) may approve any matters by written consent without a meeting to the extent such matters are reserved for approval of the Member(s) under this Agreement or the Act. The Member(s) shall from time to time appoint the Managers and designate one or more persons as Managers.

4.2Power to Bind the Company. The Member(s), acting in its capacity as member of the Company, shall have no authority to bind the Company to any third party with respect to any matter pertaining to the business or operations of the Company.

ARTICLE V

Capital Contributions

5.1Initial Capital Contribution. The Company is the converted entity resulting from the conversion of Hotel Corporation of the Pacific, Inc., and no further or additional Capital Contribution is required.

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5.2Other Capital Contributions. Unless the Member(s) otherwise agrees, no Capital Contributions other than as set forth in Section 5.1 hereof shall be required.

ARTICLE VI

Distributions

6.1Amount and Time of Distributions. The Managers shall have power and authority to declare and make dividends or other distributions, but only as provided by law.

6.2Distributions to the Member. Distributions shall be made to the Member(s) in accordance with their percentage membership interest.

ARTICLE VII

Management

7.1Managers.

(a)Management. Except as may otherwise be provided by the Act or by this Agreement, the property, affairs, and business of the Company shall be managed by or under the direction of the Managers, and the Member(s) shall have no right to act on behalf of or bind the Company. The Managers shall be responsible for policy setting and approving the overall direction of the Company, and the day-to-day business and affairs of the Company. Unless otherwise expressly provided in this Agreement, the Managers will act by a majority of the Managers.

(b)Managers. The individuals listed in the attached Exhibit A shall be the Managers of the Company effective as of the date of this Agreement.

(c)Number and Tenure. There shall be such number of Managers, no fewer than one (1), as from time to time shall be appointed or otherwise fixed by the Member(s). Each Manager appointed shall hold office until his or her successor is appointed and qualified or until his or her earlier resignation or removal. Managers need not be members of the Company.

(d)Removal of Managers. Any Manager may be removed from office at any time, with or without cause, by the Member(s).

(e)Vacancies. If any vacancy shall occur among the Managers, the vacancy shall be filled by the Member(s). Each Manager chosen to fill a vacancy shall hold office until his or her successor is duly appointed and qualified.

(f)Resignation. Any Manager may resign at any time by giving written notice to the Member(s) or all of the other Managers. Unless a later date is specified in such written notice, a resignation shall take effect upon delivery. It shall not be necessary for a resignation to be accepted before it becomes effective.

(g)Action by Written Consent. Any action required or permitted to be taken by the Managers, either at a meeting or otherwise, may be taken without a meeting if the

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Managers, as the case may be, by the vote required for the relevant action in accordance with this Agreement, consent thereto in writing.

7.2Checks, Notes, Etc. All checks, drafts, bills of exchange, acceptances, notes or other obligations or orders for the payment of money shall be signed by any Manager and, if so required by this Agreement, the Member(s) or the Managers or such other persons as the Managers from time to time may designate.

Checks, drafts, bills of exchange, acceptance notes, obligations and orders for the payment of money made payable to the Company may be endorsed for deposit to the credit of the Company with a duly authorized depository by any Manager or such other persons as the Managers from time to time may designate.

7.3Loans. Subject to Section 7.4, no loans and no renewals of any loans shall be contracted on behalf of the Company except as authorized by the Manager(s). When authorized to do so, any one (1) or more Manager(s) or such other person(s) designated by the Managers may affect loans and advances for the Company from any bank, trust company or other institution or from any firm, corporation or individual, and for such other evidences of indebtedness of the Company. When authorized so to do, any one (1) or more Managers or such other person(s) designated by the Managers may pledge, hypothecate or transfer, as security for the payment of any and all loans, advances, indebtedness and liabilities of the Company, any and all stocks, securities and other personal property at any time held by the Company, and to that end may endorse, assign and deliver the same. Such authority may be general or confined to specific instances.

7.4Contracts and Other Actions of the Managers. No agreements, bonds, contracts, deeds, mortgages and other instruments shall be contracted on behalf of the Company by any Manager outside his or her prior designated approved authority, except as authorized by the Managers. When so authorized, any one (1) or more Managers shall be authorized to execute and deliver, in the name and on behalf of the Company, all agreements, bonds, contracts, deeds, mortgages and other instruments, either for the Company’s own account or in a fiduciary or other capacity. When so authorized, the Managers may delegate to any employees or agents the authority to execute and deliver, in the name and on behalf of the Company, agreements, bonds, contracts, deeds, mortgages and other instruments, either for the Company’s own account or in a fiduciary or other capacity. The grant of such authority by the Manager(s) may be general or confined to specific instances. Without limiting the generality of the foregoing, the Company shall not take any of the following actions except pursuant to a majority vote of the Managers:

(a)the conduct by the Company of any business other than, or the engagement by the Company in any transaction not substantially related to, the Business;

(b)the incurrence, issuance, assumption, guarantee or refinancing of any indebtedness if the aggregate amount of such indebtedness exceeds $1,000,000;

(c)transactions with third parties outside the ordinary course of Business including, but not limited to, substantial acquisitions or dispositions;

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(d)the entering into any agreement or transaction with any Manager, employee or other affiliate of the Company;

(e)the entering into by the Company of any agreement, contract or arrangement pursuant to which the Company is obligated to pay or entitled to receive payments in excess of $1,000,000 over the term of such contract;

(f)the commencement or settlement of any litigation for an amount in excess of $200,000 in any such commencement or settlement or series of related commencements or settlements; or

(g)the entering into of any contract, arrangement, understanding or other similar agreement with respect to any of the foregoing (a)-(f).

7.5Reliance by Third Parties. Any third party shall be entitled to rely on all actions of any Manager to the extent such Manager is authorized to act pursuant to this Agreement, and shall be entitled to deal with such Manager as if it were the sole party in interest therein, both legally and beneficially. Every instrument purporting to be the action of the Company that is consistent with the terms of this Agreement and executed by at least one (1) Manager or such other person(s) designated by the Managers shall be conclusive evidence in favor of any person relying thereon or claiming thereunder that, at the time of delivery thereof, this Agreement was in full force and effect and that the execution and delivery of that instrument is duly authorized by the Manager(s), the Member, and the Company.

7.6Actions Requiring Approval of the Member. The Managers shall NOT undertake any of the following acts without the approval of the Member(s):

(a)Amend the Articles of Organization of the Company;

(b)Amend this Agreement;

(c)Enter into any agreement to sell, rent, lease, exchange or otherwise dispose of all or substantially all of the property and assets of the Company;

(d)Enter into any agreement or plan of merger, combination or conversion to which the Company is a party;

(e)Cause the dissolution of the Company; or

(f)Take any other action which this Agreement specifically requires the approval of the Member(s).

ARTICLE VIII

Limitation of Liability; Exculpation and Indemnification

8.1Limitation of Liability. The debts, obligations, and liabilities of the Company, whether arising in contract, tort, or otherwise, are solely the debts, obligations, and liabilities of the Company. Neither any Manager nor any Member shall be personally liable for any debt,

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obligation, or liability of the Company solely by reason of being or acting as a manager or a member.

8.2Exculpation. Notwithstanding any other provisions of this Agreement, whether express or implied, or obligation or duty at law or in equity, none of the Managers, Member(s), or the officers, directors, stockholders, partners, employees, representatives or agents of any of the foregoing (individually, a “Covered Person” and, collectively, the “Covered Persons”) shall be liable to the Company or any other person for any act or omission relating to the Company and the conduct of its business, this Agreement, any related document or any transaction contemplated hereby or thereby, taken or omitted in good faith by a Covered Person and in the reasonable belief that such act or omission is in or is not contrary to the best interests of the Company, provided that such act or omission is not found by a court of competent jurisdiction or an arbitrator or arbitration panel to constitute fraud, willful misconduct, bad faith, gross negligence, or breach of fiduciary duty to the Company or its Member(s).

8.3Indemnification. To the fullest extent permitted by the Act and applicable law, the Company, its receiver or trustee shall indemnify, defend and hold harmless each Covered Person from and against any and all losses, claims, demands, liabilities, expenses, judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative (“Claims”), in which the Covered Person may be involved, or threatened to be involved, as a party or otherwise, by reason of its management of the affairs of the Company or which relates to or arises out of the Company or its property, business or affairs. A Covered Person shall not be entitled to indemnification under this Section 8.3 with respect to any Claim in which such Covered Person is found by a court of competent jurisdiction to have engaged in fraud, willful misconduct, bad faith, gross negligence, or breach of a fiduciary duty to the Company or any Member. Expenses incurred by a Covered Person in investigating or defending any Claim shall be paid by the Company in advance of the final disposition of such Claim upon receipt by the Company of an undertaking by or on behalf of such Covered Person to repay such amount if it shall be ultimately determined that such Covered Person is not entitled to be indemnified by the Company in accordance with this Section 8.3. The Company may maintain insurance at its expense to protect itself and any Manager, trustee, employee or agent of the Company or another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Company would have the power to indemnify such person against such expense, liability or loss under the Act.

ARTICLE IX

Notices

9.1Form and Delivery.

(a)Whenever, under the provisions of law or this Agreement, notice is required to be given to any Member, it shall not be construed to mean personal notice unless otherwise specifically provided, but such notice may be given in writing, by mail, telecopy, telegram or messenger addressed to the Member, at its address as it appears on the records of the Company. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, with first class postage prepaid.

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(b)Whenever, under the provisions of law or this Agreement, notice is required to be given to any Manager, it shall not be construed to mean personal notice unless otherwise specifically provided, but such notice may be given in writing, by mail, telecopy, telegram or messenger addressed to such Manager at the usual place of residence or business of such Manager as in the discretion of the person giving such notice will be likely to be received most expeditiously by such Manager. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, with first class postage prepaid.

9.2Waiver. Whenever any notice is required to be given under the provisions of law or this Agreement, a written waiver of notice signed by the person or persons entitled to said notice, whether before or after the time for the meeting stated in such notice, shall be deemed equivalent to such notice.

ARTICLE X

Accounting

10.1Fiscal Year and Accounting. The fiscal year of the Company shall be as determined from time to time by the Managers,

10.2Tax Elections. The Member(s) shall determine whether to make any available elections pursuant to the Internal Revenue Code of 1986 (or successor thereto), as amended from time to time.

10.3Tax Controversies. The Member(s) is authorized and required to represent the Company (at the Company’s expense) in connection with all examinations of the Company’s affairs by tax authorities, including resulting administrative and judicial proceedings, and to expend Company funds for professional services and costs associated therewith.

ARTICLE XI

Liquidation and Winding Up

11.1Dissolution. The Company shall dissolve only upon:

(a)the vote of the Member(s); or

(b)the occurrence of any event which makes it unlawful for the business of the Company to be carried on or for the Member(s) to carry on that business in Company.

11.2Liquidation. Upon dissolution of the Company, the Company shall be liquidated and its business and affairs wound up by the Managers. All proceeds from such liquidation shall be paid (to the extent permitted by applicable law) in the following order:

(a)First, to creditors, including any Member if it is a creditor, in the order of priority as required by applicable law;

(b)Second, to a reserve for contingent liabilities to be distributed at the time and in the manner as the Managers determine in their discretion; and

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(c)Thereafter, to the Member(s).

ARTICLE XII

Miscellaneous

12.1Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Hawaii,

12.2Severability. If any provision of this Agreement shall be conclusively determined by a court of competent jurisdiction to be invalid or unenforceable to any extent, the remainder of this Agreement shall not be affected thereby.

12.3Binding Effect. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns.

12.4Entire Agreement; Supersedure. This Agreement constitutes the entire agreement of the Member(s) relating to the Company and supersedes all prior contracts or agreements with respect to the Company, whether oral or written. This Agreement supersedes and restates the Original Operating Agreement as the same may have been heretofore amended and restated in its entirety.

12.5Titles and Captions. All article, section and paragraph titles and captions contained in this Agreement are for convenience only and are not a part of the context hereof.

12.6No Third Party Rights. This Agreement is intended to create enforceable rights between the parties hereto only, and creates no rights in, or obligations to, any other Persons whatsoever.

12.7Amendments. This Agreement may not be amended or modified, and none of its provisions may be waived by any party hereto, except with the written consent of the Member(s).

12.8Creditors. None of the provisions of this Agreement shall be for the benefit of or enforceable by any creditors of the Company.

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first written above,

THE COMPANY:		THE MEMBER:
RESORTQUEST HAWAII, LLC, a Hawaii limited liability company		RQI HOLDINGS, LLC, a Hawaii limited liability company
		By VACATION HOLDINGS HAWAII, INC., a Delaware corporation Its Sole Member
By:	/s/ Victoria J. Kincke	By:	/s/ Craig M. Nash
	Victoria J. Kincke		Craig M. Nash
	Its Manager		Its Chairman

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EXHIBIT “A”
MANAGERS

John A. Galea

Victoria J. Kincke

Kelvin Bloom

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EX-3.35

Exhibit 3.35

WWW.BUSINESSREGISTRATIONS.COM	FORM LLC-5
	12/2006

Nonrefundable Filing Fee: $25.00

STATE OF HAWAII

DEPARTMENT OF COMMERCE AND CONSUMER AFFAIRS

Business Registration Division

335 Merchant Street

Mailing Address: P.O. Box 40, Honolulu, Hawaii 96810

Phone No. (808) 586-2727

AMENDED AND RESTATED ARTICLES OF ORGANIZATION

(Section 428-204.5, Hawaii Revised Statutes)

PLEASE TYPE OR PRINT LEGIBLY IN BLACK INK

The undersigned, submitting these Amended and Restated Articles of Organization, certify as follows:

1.The name of the limited liability company is:

ResortQuest Real Estate of Hawaii, LLC

2.The Amended and Restated Articles of Organization adopted is attached.

3.The Amended and Restated Articles of Organization was adopted with the consent of all, or a lesser number of, the members of the limited liability company as authorized by the operating agreement.

4.The attached Amended and Restated Articles of Organization supersedes the original Articles of Organization and all amendments thereto.

We certify under the penalties set forth in the Hawaii Uniform Limited Liability Company Act, that we have read the above statements and that the same are true and correct.

Signed this 1st day of September, 2007

Vacation Holdings Hawaii, Inc. — Member
Victoria J. Kincke, Secretary
(Type/Print Name & Title)	(Type/Print Name & Title)

/s/ Victoria J. Kincke
(Signature)	(Signature)

Instructions:Amended and Restated Articles of Organization must be typewritten or printed in black ink, and must be legible. The articles must be signed and certified by at least one manager of a manager-managed company or by at least one member of a member-managed company. All signatures must be in black ink. Submit original articles together with the appropriate fee.

Line 1.State the full name of the limited liability company.

Line 2.Attach the Amended and Restated Articles of Organization that was adopted. Attachment must be typewritten or printed in black ink on 8-1/2 x 11 white, bond paper and printed only on one side.

Do not re-execute the attachment.

Filing Fees:Filing fee ($25.00) is not refundable. Make checks payable to DEPARTMENT OF COMMERCE AND CONSUMER AFFAIRS. Dishonored Check ($15 fee plus interest charge).

For any questions call (808) 586-2727. Neighbor islands may call the following numbers followed by 6-2727 and the # sign: Kauai 274-3141; Maui 984-2400; Hawaii 974-4000, Lanai & Molokai 1-800-468-4644 (toll free).

Fax: (808) 586-2733Email Address: breg@dcca.hawaii.gov

NOTICE:THIS MATERIAL CAN BE MADE AVAILABLE FOR INDIVIDUALS WITH SPECIAL NEEDS. PLEASE CALL THE DIVISION SECRETARY, BUSINESS REGISTRATION DIVISION, DCCA, AT 586-2744, TO SUBMIT YOUR REQUEST.

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STATE OF HAWAII

DEPARTMENT OF COMMERCE AND CONSUMER AFFAIRS

In the Matter of the Organization	)
	)
of	)
	)
RESORTQUEST REAL ESTATE OF	)
HAWAII, LLC	)
	)

AMENDED AND RESTATED
ARTICLES OF ORGANIZATION

STATE OF HAWAII

DEPARTMENT OF COMMERCE AND CONSUMER AFFAIRS

In the Matter of the Organization	)
	)
of	)
	)
RESORTQUEST REAL ESTATE OF	)
HAWAII, LLC	)
	)

AMENDED AND RESTATED ARTICLES OF ORGANIZATION

The undersigned, having formed a limited liability company (the “Company”) under the laws of the State of Hawaii, hereby adopts the following Amended and Restated Articles of Organization:

ARTICLE I
Company Name

The name of the Company is ResortQuest Real Estate of Hawaii, LLC.

ARTICLE II

Place of Business

The mailing address of the principal office is P. O. Box 1840, Kihei, Hawaii 96753.

ARTICLE III

Agent for Service of Process

The Company shall have and continuously maintain in the State of Hawaii an agent and street address of the agent for service of process on the company. The agent may be an individual resident of Hawaii, a domestic entity, or a foreign entity authorized to transact or conduct affairs in this State, whose business office is identical with the registered office.

a.The name of the Company’s agent for service of process is:

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National Registered Agents of HI, Inc.Hawaii

b.The street address of the registered office in this State is 1136 Union Mall, Suite 301, Honolulu, Hawaii 96813.

ARTICLE IV
Organizer

The name and address of the sole organizer is:

John McConomy8955 Hwy 98 W., Ste 203, Destin FL 32550

ARTICLE V
Duration

The period of duration shall be at-will.

ARTICLE VI
Management

The Company is manager-managed, and the names and addresses of the managers are as follows:

Victoria J. Kincke	6262 Sunset Drive, Miami, FL 33143
John A. Galea	6266 Sunset Drive, Miami, FL 33143
Kelvin M. Bloom	2155 Kalakaua Avenue, 5th Floor, Honolulu, HI 96815

ARTICLE VII
Liability of Members

The members of the Company shall not be liable for the debts, obligations and liabilities of the Company.

ARTICLE VIII
Number of Initial Members

The Company has one (1) initial member.

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EX-3.36

Exhibit 3.36

AMENDED AND RESTATED OPERATING AGREEMENT

OF

RESORTQUEST REAL ESTATE OF HAWAII, LLC

Dated as of

September       , 2007

AMENDED AND RESTATED OPERATING AGREEMENT
OF
RESORTQUEST REAL ESTATE OF HAWAII, LLC

This AMENDED AND RESTATED OPERATING AGREEMENT (the “Agreement”) is made and entered into as of September         , 2007 (the “Effective Date”), by and between RESORTQUEST REAL ESTATE OF HAWAII, LLC, a Hawaii limited liability company (the “Company”), and VACATION HOLDINGS HAWAII, INC. a Delaware corporation (the “Member”), as the sole member of the Company.

RECITALS:

A.The Company was formed on May 25, 2007 as a result of the conversion of ResortQuest Real Estate of Hawaii, Inc. from a Hawaii corporation into a Hawaii limited liability company pursuant to Sections 414-272 and 428-902.5, Hawaii Revised Statutes.

B.In connection with the formation of the Company, the initial sole member of the Company, ResortQuest International, Inc. and the Company entered into that certain Operating Agreement of ResortQuest Real Estate of Hawaii, LLC dated May 25, 2007 (the “Operating Agreement”).

C.ResortQuest International, Inc. thereafter assigned its entire membership interest in the Company to the Member effective as of May 31, 2007.

D.The Member now desires to amend and restate the Operating Agreement as follows:

ARTICLE I
Definitions

The following terms used in this Agreement shall have the meanings described below:

1.1“Act” shall mean the Hawaii Uniform Limited Liability Company Act, Haw. Rev. Stat. §§ 428-101, et seq., as now or hereafter amended.

1.2“Agreement” means this Amended and Restated Operating Agreement, as it may be amended from time to time, complete with all exhibits and schedules hereto.

1.3“Capital Contribution” means the amount of money contributed by the Member to the Company and, if property other than money is contributed, the initial agreed fair market value of such property, net of liabilities assumed or taken subject to by the Company.

1.4“Claim” has the meaning set forth in Section 8.3 hereof.

1.5“Company” means the limited liability company described in the first paragraph of this Agreement as such entity may from time to time be constituted.

1.6“Covered Person” has the meaning set forth in Section 8.2 hereof.

1.7“Managers” means those persons (or person, if just one Manager) from time to time appointed as managers of the Company in accordance with the Act and this Agreement.

1.8“Member(s)” means the Member and any other persons admitted as members of the Company in the future in accordance with this Agreement and the Act.

1.9“Person” means an individual, firm, corporation, partnership, limited liability company, association, estate, trust, pension or profit-sharing plan, or any other entity.

1.10“Principal Office” means the designated Hawaii office of the Company at which the records of the Company are kept as required under the Act.

ARTICLE II
Formation

2.1Formation. In connection with the conversion of ResortQuest Real Estate of Hawaii, Inc., ResortQuest International, Inc. caused the formation of the Company on May 25, 2007, pursuant to the Act and in accordance with the terms and conditions of the Operating Agreement.

2.2Intent. For so long as there is only one Member of the Company, it is intended that the Company be operated in a manner consistent with its treatment as a “sole proprietorship” or a “disregarded entity” for federal and state income tax purposes.

ARTICLE III
General Provisions

3.1Company Name. The name and trade name of the Company is “ResortQuest Real Estate of Hawaii, LLC” or such other name or names as the Member may select from time to time, and its business shall be carried on in such names with such variations and changes as the Managers deem necessary to comply with requirements of the jurisdictions in which the Company’s operations are conducted.

3.2Principal Office and Place of Business. The Principal Office of the Company shall be as set forth in the Company’s Articles of Organization, or as otherwise established inside or outside the State of Hawaii by the Managers. The Company may also have offices at such other places, both within and without the State of Hawaii, as the Managers may determine from time to time or as the business of the Company may require.

3.3Agent for Service of Process. The Company shall maintain in the State of Hawaii an agent and street address of the agent for service of process on the Company. The name and street address of the agent for service of process is National Registered Agents of Hawaii, Inc., 1136 Union Mall Suite 301, Honolulu, Hawaii 96813. The Managers may, from time to

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time change the Company’s agent for service of process or its address in accordance with the Act.

3.4Purpose and Powers. The Company is formed for the purpose of engaging in real estate sales and property management (the “Business”). The Company shall possess and may exercise all the powers and privileges granted by the Act or by any other law or by this Agreement, together with any powers incidental thereto, insofar as such powers and privileges are necessary or convenient to the conduct, promotion or attainment of the business purposes of the Company.

ARTICLE IV
Members

4.1Action by the Member(s). The Member(s) may approve any matters by written consent without a meeting to the extent such matters are reserved for approval of the Member(s) under this Agreement or the Act. The Member(s) shall from time to time appoint the Managers and designate one or more persons as Managers.

4.2Power to Bind the Company. The Member(s), acting in its capacity as member of the Company, shall have no authority to bind the Company to any third party with respect to any matter pertaining to the business or operations of the Company.

ARTICLE V
Capital Contributions

5.1Initial Capital Contribution. The Company is the converted entity resulting from the conversion of ResortQuest Real Estate of Hawaii, Inc., and no further or additional Capital Contribution is required.

5.2Other Capital Contributions. Unless the Member(s) otherwise agrees, no Capital Contributions other than as set forth in Section 5.1 hereof shall be required.

ARTICLE VI
Distributions

6.1Amount and Time of Distributions. The Managers shall have power and authority to declare and make dividends or other distributions, but only as provided by law.

6.2Distributions to the Member. Distributions shall be made to the Member(s) in accordance with their percentage membership interest.

ARTICLE VII
Management

7.1Managers.

(a)Management. Except as may otherwise be provided by the Act or by this Agreement, the property, affairs, and business of the Company shall be managed by or under the

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direction of the Managers, and the Member(s) shall have no right to act on behalf of or bind the Company. The Managers shall be responsible for policy setting and approving the overall direction of the Company, and the day-to-day business and affairs of the Company. Unless otherwise expressly provided in this Agreement, the Managers will act by a majority of the Managers.

(b)Managers. The individuals listed in the attached Exhibit A shall be the Managers of the Company effective as of the date of this Agreement.

(c)Number and Tenure. There shall be such number of Managers, no fewer than one (1), as from time to time shall be appointed or otherwise fixed by the Member(s). Each Manager appointed shall hold office until his or her successor is appointed and qualified or until his or her earlier resignation or removal. Managers need not be members of the Company.

(d)Removal of Managers. Any Manager may be removed from office at any time, with or without cause, by the Member(s).

(e)Vacancies. If any vacancy shall occur among the Managers, the vacancy shall be filled by the Member(s). Each Manager chosen to fill a vacancy shall hold office until his or her successor is duly appointed and qualified.

(f)Resignation. Any Manager may resign at any time by giving written notice to the Member(s) or all of the other Managers. Unless a later date is specified in such written notice, a resignation shall take effect upon delivery. It shall not be necessary for a resignation to be accepted before it becomes effective.

(g)Action by Written Consent. Any action required or permitted to be taken by the Managers, either at a meeting or otherwise, may be taken without a meeting if the Managers, as the case may be, by the vote required for the relevant action in accordance with this Agreement, consent thereto in writing.

7.2Checks, Notes, Etc. All checks, drafts, bills of exchange, acceptances, notes or other obligations or orders for the payment of money shall be signed by any Manager and, if so required by this Agreement, the Member(s) or the Managers or such other persons as the Managers from time to time may designate.

Checks, drafts, bills of exchange, acceptance notes, obligations and orders for the payment of money made payable to the Company may be endorsed for deposit to the credit of the Company with a duly authorized depository by any Manager or such other persons as the Managers from time to time may designate,

7.3Loans. Subject to Section 7.4, no loans and no renewals of any loans shall be contracted on behalf of the Company except as authorized by the Manager(s). When authorized to do so, any one (1) or more Manager(s) or such other person(s) designated by the Managers may effect loans and advances for the Company from any bank, trust company or other institution or from any firm, corporation or individual, and for such other evidences of indebtedness of the Company. When authorized so to do, any one (1) or more Managers or such other person(s) designated by the Managers may pledge, hypothecate or transfer, as security for

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the payment of any and all loans, advances, indebtedness and liabilities of the Company, any and all stocks, securities and other personal property at any time held by the Company, and to that end may endorse, assign and deliver the same. Such authority may be general or confined to specific instances.

7.4Contracts and Other Actions of the Managers. No agreements, bonds, contracts, deeds, mortgages and other instruments shall be contracted on behalf of the Company by any Manager outside his or her prior designated approved authority, except as authorized by the Managers. When so authorized, any one (1) or more Managers shall be authorized to execute and deliver, in the name and on behalf of the Company, all agreements, bonds, contracts, deeds, mortgages and other instruments, either for the Company’s own account or in a fiduciary or other capacity. When so authorized, the Managers may delegate to any employees or agents the authority to execute and deliver, in the name and on behalf of the Company, agreements, bonds, contracts, deeds, mortgages and other instruments, either for the Company’s own account or in a fiduciary or other capacity. The grant of such authority by the Manager(s) may be general or confined to specific instances. Without limiting the generality of the foregoing, the Company shall not take any of the following actions except pursuant to a majority vote of the Managers:

(a)the conduct by the Company of any business other than, or the engagement by the Company in any transaction not substantially related to, the Business;

(b)the incurrence, issuance, assumption, guarantee or refinancing of any indebtedness if the aggregate amount of such indebtedness exceeds $1,000,000;

(c)transactions with third parties outside the ordinary course of Business including, but not limited to, substantial acquisitions or dispositions;

(d)the entering into any agreement or transaction with any Manager, employee or other affiliate of the Company;

(e)the entering into by the Company of any agreement, contract or arrangement pursuant to which the Company is obligated to pay or entitled to receive payments in excess of $1,000,000 over the term of such contract;

(f)the commencement or settlement of any litigation for an amount in excess of $200,000 in any such commencement or settlement or series of related commencements or settlements; or

(g)the entering into of any contract, arrangement, understanding or other similar agreement with respect to any of the foregoing (a)-(f).

7.5Reliance by Third Parties. Any third party shall be entitled to rely on all actions of any Manager to the extent such Manager is authorized to act pursuant to this Agreement, and shall be entitled to deal with such Manager as if it were the sole party in interest therein, both legally and beneficially. Every instrument purporting to be the action of the Company that is consistent with the terms of this Agreement and executed by at least one (1) Manager or such other person(s) designated by the Managers shall be conclusive evidence in favor of any person relying thereon or claiming thereunder that, at the time of delivery thereof, this Agreement was

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in full force and effect and that the execution and delivery of that instrument is duly authorized by the Manager(s), the Member, and the Company.

7.6Actions Requiring Approval of the Member. The Managers shall NOT undertake any of the following acts without the approval of the Member(s):

(a)Amend the Articles of Organization of the Company;

(b)Amend this Agreement;

(c)Enter into any agreement to sell, rent, lease, exchange or otherwise dispose of all or substantially all of the property and assets of the Company;

(d)Enter into any agreement or plan of merger, combination or conversion to which the Company is a party;

(e)Cause the dissolution of the Company; or

(f)Take any other action which this Agreement specifically requires the approval of the Member(s).

ARTICLE VIII
Limitation of Liability; Exculpation and Indemnification

8.1Limitation of Liability. The debts, obligations, and liabilities of the Company, whether arising in contract, tort, or otherwise, are solely the debts, obligations, and liabilities of the Company. Neither any Manager nor any Member shall be personally liable for any debt, obligation, or liability of the Company solely by reason of being or acting as a manager or a member.

8.2Exculpation. Notwithstanding any other provisions of this Agreement, whether express or implied, or obligation or duty at law or in equity, none of the Managers, Member(s), or the officers, directors, stockholders, partners, employees, representatives or agents of any of the foregoing (individually, a “Covered Person” and, collectively, the “Covered Persons”) shall be liable to the Company or any other person for any act or omission relating to the Company and the conduct of its business, this Agreement, any related document or any transaction contemplated hereby or thereby, taken or omitted in good faith by a Covered Person and in the reasonable belief that such act or omission is in or is not contrary to the best interests of the Company, provided that such act or omission is not found by a court of competent jurisdiction or an arbitrator or arbitration panel to constitute fraud, willful misconduct, bad faith, gross negligence, or breach of fiduciary duty to the Company or its Member(s).

8.3Indemnification. To the fullest extent permitted by the Act and applicable law, the Company, its receiver or trustee shall indemnify, defend and hold harmless each Covered Person from and against any and all losses, claims, demands, liabilities, expenses, judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative (“Claims”), in which the Covered Person may be involved, or threatened to be involved, as a party or otherwise, by reason of its

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management of the affairs of the Company or which relates to or arises out of the Company or its property, business or affairs. A Covered Person shall not be entitled to indemnification under this Section 8.3 with respect to any Claim in which such Covered Person is found by a court of competent jurisdiction to have engaged in fraud, willful misconduct, bad faith, gross negligence, or breach of a fiduciary duty to the Company or any Member. Expenses incurred by a Covered Person in investigating or defending any Claim shall be paid by the Company in advance of the final disposition of such Claim upon receipt by the Company of an undertaking by or on behalf of such Covered Person to repay such amount if it shall be ultimately determined that such Covered Person is not entitled to be indemnified by the Company in accordance with this Section 8.3. The Company may maintain insurance at its expense to protect itself and any Manager, trustee, employee or agent of the Company or another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Company would have the power to indemnify such person against such expense, liability or loss under the Act.

ARTICLE IX
Notices

9.1Form and Delivery.

(a)Whenever, under the provisions of law or this Agreement, notice is required to be given to any Member, it shall not be construed to mean personal notice unless otherwise specifically provided, but such notice may be given in writing, by mail, telecopy, telegram or messenger addressed to the Member, at its address as it appears on the records of the Company. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, with first class postage prepaid.

(b)Whenever, under the provisions of law or this Agreement, notice is required to be given to any Manager, it shall not be construed to mean personal notice unless otherwise specifically provided, but such notice may be given in writing, by mail, telecopy, telegram or messenger addressed to such Manager at the usual place of residence or business of such Manager as in the discretion of the person giving such notice will be likely to be received most expeditiously by such Manager. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, with first class postage prepaid.

9.2Waiver. Whenever any notice is required to be given under the provisions of law or this Agreement, a written waiver of notice signed by the person or persons entitled to said notice, whether before or after the time for the meeting stated in such notice, shall be deemed equivalent to such notice.

ARTICLE X
Accounting

10.1Fiscal Year and Accounting. The fiscal year of the Company shall be as determined from time to time by the Managers.

10.2Tax Elections. The Member(s) shall determine whether to make any available elections pursuant to the Internal Revenue Code of 1986 (or successor thereto), as amended from time to time.

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10.3Tax Controversies. The Member(s) is authorized and required to represent the Company (at the Company’s expense) in connection with all examinations of the Company’s affairs by tax authorities, including resulting administrative and judicial proceedings, and to expend Company funds for professional services and costs associated therewith.

ARTICLE XI
Liquidation and Winding Up

11.1Dissolution. The Company shall dissolve only upon:

(a)the vote of the Member(s); or

(b)the occurrence of any event which makes it unlawful for the business of the Company to be carried on or for the Member(s) to carry on that business in Company.

11.2Liquidation. Upon dissolution of the Company, the Company shall be liquidated and its business and affairs wound up by the Managers. All proceeds from such liquidation shall be paid (to the extent permitted by applicable law) in the following order:

(a)First, to creditors, including any Member if it is a creditor, in the order of priority as required by applicable law;

(b)Second, to a reserve for contingent liabilities to be distributed at the time and in the manner as the Managers determine in their discretion; and

(c)Thereafter, to the Member(s).

ARTICLE XII
Miscellaneous

12.1Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Hawaii.

12.2Severability. If any provision of this Agreement shall be conclusively determined by a court of competent jurisdiction to be invalid or unenforceable to any extent, the remainder of this Agreement shall not be affected thereby.

12.3Binding Effect. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns.

12.4Entire Agreement; Supersedure. This Agreement constitutes the entire agreement of the Member(s) relating to the Company and supersedes all prior contracts or agreements with respect to the Company, whether oral or written. This Agreement supersedes and restates the Original Operating Agreement as the same may have been heretofore amended and restated in its entirety.

12.5Titles and Captions. All article, section and paragraph titles and captions contained in this Agreement are for convenience only and are not a part of the context hereof

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12.6No Third Party Rights. This Agreement is intended to create enforceable rights between the parties hereto only, and creates no rights in, or obligations to, any other Persons whatsoever.

12.7Amendments. This Agreement may not be amended or modified, and none of its provisions may be waived by any party hereto, except with the written consent of the Member(s).

12.8Creditors. None of the provisions of this Agreement shall be for the benefit of or enforceable by any creditors of the Company.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first written above.

THE COMPANY:		THE MEMBER:
RESOURTQUEST REAL ESTATE OF HAWAII, LLC, a Hawaii limited liability company		VACATION HOLDINGS HAWAII, INC., a Delaware corporation
By	/s/ Victoria J. Kincke	By	/s/ Craig M. Nash
	Victoria J. Kincke		Craig M. Nash
	Its Manager		Its Chairman

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EXHIBIT “A”

MANAGERS

John A. Galea

Victoria J. Kincke

Kelvin Bloom

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EX-3.37

Exhibit 3.37

CERTIFICATE OF INCORPORATION
OF
VACATION HOLDINGS HAWAII, INC.

I, the undersigned, for the purpose of incorporating and organizing a corporation under the General Corporation Law of the State of Delaware, do hereby execute this Certificate of Incorporation and do hereby certify as follows:

ARTICLE I

The name of the corporation (which is hereinafter referred to as the “Corporation”) is:

Vacation Holdings Hawaii, Inc.

ARTICLE II

The address of the Corporation’s registered office in the State of Delaware is c/o National Registered Agents, Inc., 160 Greentree Drive, Suite 101, City of Dover, County of Kent, State of Delaware 19904. The name of the Corporation’s registered agent at such address is National Registered Agents, Inc.

ARTICLE III

The purpose of the Corporation shall be to engage in any lawful act or activity for which corporations may be organized and incorporated under the General Corporation Law of the State of Delaware.

ARTICLE IV

The Corporation shall be authorized to issue 40,000 shares of capital stock, 10,000 shares of which shall be Class A Common Stock, par value $0.01 per share (the “Class A Common Stock”), 10,000 shares of which shall be Class B Common Stock, par value $0.01 per share (the “Class B Common Stock” and, together with the Class A Common Stock, the

“Common Stock”) and 20,000 shares of which shall be Preferred Stock, par value $0.01 per share (the “Preferred Stock”).

The following is a statement of the designations and the powers, privileges and rights, and the qualifications, limitations or restrictions thereof in respect of each class of capital stock of the Corporation.

Section 1.Common Stock.

(a)General. The voting, dividend and liquidation rights of the holders of the Common Stock are subject to and qualified by the rights of the holders of the Preferred Stock of any series as may be designated by the Board of Directors of the Corporation (the “Board”) upon any issuance of the Preferred Stock of any series.  Except as otherwise provided in Section 1 of this Article IV and as otherwise required by applicable law, all shares of Class A Common Stock and Class B Common Stock shall be identical in all respects and shall entitle the holders thereof to the same rights, preferences and privileges, subject to the same qualifications, limitations and restrictions, as set forth herein.

(b)Voting. Except as otherwise provided herein or required by applicable law, (a) each holder of Class A Common Stock shall be entitled to one vote for each share of Class A Common Stock held as of the applicable record date on any matter that is submitted to a vote or for the consent of the shareholders of the Corporation and (b) each holder of Class B Common Stock shall not be entitled to vote on any matter that is submitted to a vote or for the consent of the shareholders of the Corporation. Holders of Common Stock shall not be entitled to cumulate their votes for the election of directors or any other matter submitted to a vote of the shareholders of the Corporation.

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(c)Dividends. Subject to the provisions of the Preferred Stock, as and when dividends are declared or paid with respect to shares of Common Stock, whether in cash, property or securities of the Corporation, the holders of Class A Common Stock and the holders of Class B Common Stock shall be entitled to receive such dividends pro rata among all holders of Common Stock at the same rate per share of each class of Common Stock; provided, that (a) if dividends are declared or paid in shares of Common Stock, the dividends payable to holders of Class A Common Stock shall be payable in shares of Class A Common Stock and the dividends payable to holders of Class B Common Stock shall be payable in shares of Class B Common Stock and (b) if the dividends consist of other voting securities of the Corporation, the Corporation shall make available to each holder of Class B Common Stock dividends consisting of non-voting securities (except as otherwise requited by law) of the Corporation which are otherwise identical to the voting securities and which are convertible into such voting securities on the same terms as the Class B Common Stock is convertible into the Class A Common Stock.

(d)Liquidation. Subject to the provisions of the Preferred Stock, the holders of Class A Common Stock and Class B Common Stock shall be entitled to participate pro rata at the same rate per share of each class of Common Stock in all distributions to the holders of Common Stock in any liquidation, dissolution or winding up of the Corporation.

(e)Conversion.

(i)In connection with the occurrence of a Conversion Event, each outstanding share of Class B Common Stock shall be converted into a share of Class A Common Stock. For the purposes of Section 1(e) of this Article IV, (i) “Conversion Event” shall mean (x) the occurrence of an initial Public Offering, or (y) the vote by the holders of a majority of the outstanding shares of Class A Common Stock to convert all

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of the shares of Class B Common Stock into shares of Class A Common Stock, and (ii) “Public Offering” shall mean the sale of shares of the Corporation’s Common Stock in an underwritten public offering registered under the Securities Act of 1933, as amended from time to time (other than a public offering relating solely to a transaction under Rule 145 promulgated pursuant to the Securities Act (or any successor thereto) or to an employee benefit plan of the Corporation).

(ii)The conversion of Class B Common Stock into Class A Common Stock shall be deemed to have been effected as of the close of business on the date of the Conversion Event and at such time the rights of the holder of the converted Class B Common Stock shall cease and each holder shall be deemed to have become the holder of record of the shares of Class A Common Stock represented thereby.

(iii)Promptly after the surrender of certificates and the receipt of written notice, the Corporation shall issue and deliver in accordance with the surrendering holder’s instructions the certificate or certificates for the Class A Common Stock issuable upon such conversion.

(iv)The issuance of certificates for Class A Common Stock upon conversion of Class B Common Stock shall be made without charge to the holders of such shares for any issuance tax in respect thereof or other cost incurred by the Corporation in connection with such conversion and the related issuance of Class A Common Stock.

(v)The Corporation shall at all tunes reserve and keep available out of its authorized but unissued shares of Class A Common Stock, solely for the purpose of issuance upon the conversion of the Class B Common Stock, such number of shares of

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Class A Common Stock issuable upon the conversion of all outstanding Class B Common Stock.

(vi)The Corporation shall not close its books against the transfer of shares of Common Stock in any manner which would interfere with the timely conversion of any shares of Class B Common Stock.  The Corporation shall assist and cooperate with any holder of Class B Common Stock required to make any governmental filings or obtain any governmental approval prior to or in connection with any conversion of Class B Common Stock hereunder (including, without limitation, making any filings required to be made by the Corporation).

(f)Stock Splits.  The Corporation in any manner subdivides or combines or takes any similar action with respect to the outstanding shares of one class of Common Stock, the outstanding shares of the other classes of Common Stock shall be proportionately subdivided or combined in a similar manner or a similar action will be taken with respect to such other classes.

Section 2.Preferred Stock. Preferred Stock shall be issued in one or more series. The Board is authorized, subject to any limitations prescribed by law, to provide for the issuance of shares of Preferred Stock in series, and by filing a certificate pursuant to the applicable law of the State of Delaware, to establish from time to time the number of shares to be included in each such series, and to fix the designations, powers, preferences and rights of the shares of each such series and any qualifications, limitations or restrictions thereof. Different series of Preferred Stock shall not be construed to constitute different classes of shares for the purposes of voting by classes unless expressly provided.

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Section 3.Series A Preferred Stock.  The designated powers, preferences and rights, and qualifications, limitations and restrictions thereof, of the Series A Preferred Stock are as follows:

(a)Number of Shares; Designation. A total of ten thousand (10,000) shares of Preferred Stock are hereby designated as “Series A Preferred Stock” (the “Series A Preferred Stock” ).

(b)Rank. The Series A Preferred Stock shall, with respect to payment of dividends, (i) rank senior and prior to the Common Stock and all Junior Dividend Stock (as defined in Paragraph (c)(i)(D)), (ii) rank on a parity with all Parity Dividend Stock (as defined in Paragraph (c)(i)(D)), and (iii) rank junior to any class or series of capital stock ranking senior and prior to the Series A Preferred Stock with respect to the payment of dividends (“Senior Dividend Stock”) and to any class or series of capital stock of the Corporation (other than the Common Stock), whether currently issued or issued in the future, that does not by its terms expressly provide that it ranks on a parity with or junior to the Series A Preferred Stock as to dividends. The Series A Preferred Stock shall, with respect to rights upon liquidation, dissolution or winding up of the affairs of the Corporation, (i) rank senior and prior to the Common Stock and all Junior Liquidation Stock (as defined in Paragraph (d)(ii)), (ii) rank on a parity with all Parity Liquidation Stock (as defined in Paragraph (d)(ii)), and (iii) rank junior to all Senior Liquidation Stock (as defined in Paragraph (d)(ii)) and to any class or series of capital stock of the Corporation (other than the Common Stock), whether currently issued or issued in the future, that does not by its terms expressly provide that it ranks on a parity with or junior to the Series A Preferred Stock as to rights upon liquidation, dissolution or winding-up of the Corporation.

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(c)Dividends. (i)(A) The holders of the issued and outstanding shares of the Series A Preferred Stock shall be entitled to receive, to the extent funds are legally available therefor, as and when declared by the Board, cumulative dividends at the annual rate per share of 10% of the Liquidation Preference (as defined in Paragraph (d)(i)), and all unpaid dividends, if any, whether or not declared, from the date of issuance of each share of Series A Preferred Stock to the applicable dividend payment date. Dividends on shares of Series A Preferred Stock shall be payable quarterly. The first dividend shall be payable on [June 30], 2007, and thereafter, dividends shall be payable on each September 30, December 31, March 31 and June 30 (each, a “Dividend Payment Date”).

(B)Dividends on the Series A Preferred Stock shall be paid in cash or, at the election of the Board, in additional shares of Series A Preferred Stock.  If any dividends are paid in additional shares of Series A Preferred Stock, the issuance of the requisite number of such shares of Series A Preferred Stock (such number determined as provided in the next sentence) shall constitute full payment of any such dividend.  Shares, or fractions thereof, of Series A Preferred Stock issued to pay dividends shall be valued at their Liquidation Preference. All dividend payments paid with respect to shares of Series A Preferred Stock shall be paid pro rata to the holders entitled thereto. All shares of Series A Preferred Stock issued as a dividend with respect to shares of Series A Preferred Stock shall thereupon be duly authorized, validly issued, fully paid and non-assessable.

(C)Each fractional share of the Series A Preferred Stock outstanding shall be entitled to a ratably proportionate amount of all dividends accruing with respect to each outstanding share of the Series A Preferred Stock

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pursuant to Paragraph (c)(i)(A) of this Section 3, and all of such dividends with respect to such outstanding fractional shares shall be fully cumulative and shall accrue (whether or not declared), without interest, and shall be payable in the same manner and at such times as provided for in Paragraphs (c)(i)(A) and (c)(i)(B) of this Section 3 with respect to dividends on each outstanding share of the Series A Preferred Stock.

(D)Dividends to be paid on a Dividend Payment Date shall be payable to the holders of record of shares of the Series A Preferred Stock as they appear on the stock register of the Corporation at the close of business on such record dates (each, a “Dividend Payment Record Date”), which shall be not more than 40 days nor fewer than 10 days preceding each Dividend Payment Date thereof, as shall be fixed by the Board. Holders of shares of the Series A Preferred Stock shall be entitled to receive dividends in preference to and in priority over dividends upon the Common Stock and any other series or class of the Corporation’s capital stock that ranks junior as to dividends to the Series A Preferred Stock (“Junior Dividend Stock”) and shall be on a parity as to dividends with any series or class of the Corporation s capital stock that does not rank senior or junior as to dividends with the Series A Preferred Stock (“Parity Dividend Stock”). The holders of shares of the Series A Preferred Stock shall not be entitled to any dividends in excess of full cumulative dividends, as herein provided.

(ii)No dividends, other than dividends payable solely in Common Stock, Junior Dividend Stock, or warrants or other rights to acquire Common Stock or Junior Dividend Stock, shall be paid or declared and set apart for payment on, and no

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purchase, redemption or other acquisition shall be made by the Corporation or entity directly or indirectly controlled by the Corporation of, any Common Stock or Junior Dividend Stock unless and until all accrued and unpaid dividends on the Series A Preferred Stock shall have been paid.

(iii)No dividends paid in cash shall be paid or declared and set apart for payment on any Parity Dividend Stock for any period unless the Corporation has paid or declared and set apart for payment, or contemporaneously pays or declares and sets apart for payment, on the Series A Preferred Stock all accrued and unpaid dividends for all dividend payment periods terminating on or prior to the date of payment of such dividends.

(d)Liquidation.

(i)In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the holders of the outstanding shares of Series A Preferred Stock shall be entitled to receive $100,000 per share (the “Liquidation Preference”), plus an amount in cash equal to the accrued and unpaid dividends thereon, whether or not declared, to the payment date.

(ii)In the event of any voluntary or involuntary liquidation, dissolution or winding-up of the Corporation, the holders of shares of Series A Preferred Stock (A) shall not be entitled to receive the Liquidation Preference of the shares held by them until payment in full or provision has been made for the payment of all claims of creditors of the Corporation and the liquidation preference of any class or series of capital stock ranking senior to the Series A Preferred Stock with respect to rights upon liquidation, dissolution or winding up of the affairs of the Corporation (“Senior Liquidation Stock”),

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plus accrued and unpaid dividends thereon, if any, whether or not declared, to the payment date, shall have been paid in full and (B) shall be entitled to receive the Liquidation Preference of such shares held by them, plus an amount in cash equal to the accrued and unpaid dividends thereon, if any, whether or not declared, to the payment date, in preference to and in priority over any distributions upon the Common Stock and any other series or class of the Corporation’s capital stock that ranks junior to the Series A Preferred Stock as to rights upon liquidation, dissolution or winding up of the affairs of the Corporation (“Junior Liquidation Stock”). Upon payment in full of the Liquidation Preference plus an amount in cash equal to the accrued and unpaid dividends thereon, if any, whether or not declared, to the payment date, to which the holders of shares of the Series A Preferred Stock are entitled, the holders of shares of the Series A Preferred Stock shall not be entitled to any further participation in any distribution of assets by the Corporation. Subject to clause (A) above, if the assets of the Corporation are not sufficient to pay in full the Liquidation Preference plus an amount in cash equal to the accrued and unpaid dividends thereon, if any, whether or not declared, to the payment date, payable to the holders of shares of the Series A Preferred Stock and the liquidation preference payable to the holders of any series or class of the Corporation’s capital stock, outstanding on the date hereof or hereafter issued, that ranks on a parity with the Series A Preferred Stock as to rights upon liquidation, dissolution or winding up of the affairs of the Corporation (“Parity Liquidation Stock”), the holders of all such shares shall share ratably in proportion to the full respective preferential amounts payable on such shares in any distribution.

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(iii)          For the purposes of this paragraph (d), neither the sale of all or substantially all of the assets of the Corporation nor the consolidation or merger of the Corporation with or into any other entity shall be deemed to be a voluntary or involuntary liquidation, dissolution or winding-up of the Corporation, unless (A) such sale, consolidation or merger shall be in connection with a plan of liquidation, dissolution or winding up of the Corporation or (B) a majority of the outstanding shares of Series A Preferred Stock entitled to vote thereon shall have consented to the treatment of such sale, consolidation or merger as a liquidation of the Corporation, in which case such sale, consolidation or merger shall be deemed a liquidation of the Corporation for purposes of this paragraph (d), and in which case, as a condition precedent to such sale, consolidation or merger, and immediately prior thereto, the outstanding shares of Series A Preferred Stock shall be redeemed for an amount in cash (or such other securities or property to which a majority of the outstanding shares of Series A Preferred Stock entitled to vote thereon shall have consented) equal to the Liquidation Preference thereof plus an amount equal to the accrued and unpaid dividends thereon, if any, whether or not declared, to the redemption date.

(e)           Voting Rights.

(i)            Except as otherwise required by law and as set forth in paragraph (e)(ii) below, the holders of Series A Preferred Stock shall have no voting rights.

(ii)           So long as any shares of the Series A Preferred Stock are outstanding, in addition to any vote or consent of stockholders required by law or by the Corporation’s Certificate of Incorporation, the affirmative vote or consent of the holders of at least a majority of the shares of Series A Preferred Stock at any time issued and

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outstanding, acting as a single class, given in person or by proxy at any meeting called for such purpose, shall be necessary for effecting or validating:

(A)          any reclassification of the Series A Preferred Stock or any amendment, alteration or repeal (including as a result of a merger or consolidation involving the Corporation, including a merger or consolidation in which the Series A Preferred Stock is converted into a different class or series of stock or other securities of this Corporation or stock or other securities of another corporation, including, in the latter case, stock having rights preferences and powers identical to those of the Series A Preferred Stock and including any merger in which the Series A Preferred Stock is converted into cash) of any of the provisions of the Certificate of Incorporation or Bylaws of the Corporation which adversely affects the voting powers, rights or preferences of the holders of the shares of Series A Preferred Stock; provided, that any amendment of the provisions of the Corporation’s Certificate of Incorporation so as to authorize or create, or to increase the authorized amount of, Junior Liquidation Stock or Junior Dividend Stock shall not be deemed to affect adversely the voting powers, rights or preferences of the holders of shares of Series A Preferred Stock;

(B)           the authorization or creation of, or the increase in the authorized amount of, or the issuance of any shares of any class or series of Senior Liquidation Stock, Parity Liquidation Stock; Senior Dividend Stock or Parity Dividend Stock or any security convertible into shares of any class or series of Senior Liquidation Stock, Parity Liquidation Stock, Senior Dividend Stock or Parity Dividend Stock; or

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(C)           the consolidation of the Corporation with or into any other entity, and the merger of the Corporation into any other entity or the merger of the Corporation with any other entity in a merger in which the Corporation is the surviving entity, unless, in the latter case, the resulting corporation will thereafter have no class or series of shares and no other securities either authorized or outstanding ranking prior to, or on a parity with, shares of Series A Preferred Stock in the payment of dividends or the distribution of its assets on liquidation, dissolution or winding up.

In connection with any right to vote pursuant to paragraph (e)(ii), each holder of shares of Series A Preferred Stock shall have one vote for each share held.

(f)            Waiver. Any rights of the holders of Series A Preferred Stock set forth herein may be waived by the affirmative vote or consent of the holders of a majority of the shares of Series A Preferred Stock then outstanding.

(g)           Status of Shares. All shares of the Series A Preferred Stock that are at any time reacquired by the Corporation shall be retired by the Board and shall not be reissued and, upon the taking of any action required by applicable law, shall have the status of authorized but unissued shares of Preferred Stock, without designation as to series, subject to reissuance by the Board as shares of any one or more other series.

ARTICLE V

Unless and except to the extent that the By-Laws of the Corporation shall so requite, the election of directors of the Corporation need not be by written ballot.

ARTICLE VI

In furtherance and not in limitation of the powers conferred by law, the Board is expressly authorized and empowered to make, alter and repeal the By-Laws of the Corporation

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by a majority vote at any regular or special meeting of the Board or by written consent, subject to the power of the stockholders of the Corporation to alter or repeal any By-Laws made by the Board.

ARTICLE VII

The Corporation reserves the right at any time from time to time to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, and any other provisions authorized by the laws of the State of Delaware at the time in force may be added or inserted, in the manner now or hereafter prescribed by law; and all rights, preferences and privileges of whatsoever nature conferred upon stockholders, directors or any other persons whomsoever by and pursuant to this Certificate of Incorporation in its present form of as hereafter amended are granted subject to the right reserved in this Article.

ARTICLE VIII

The Corporation hereby renounces, to the fullest extent permitted by Section 122(17) of the General Corporation Law of the State of Delaware, any interest or expectancy of the Corporation in, or in being offered an opportunity to participate in, any business opportunities presented to one or more of its directors or stockholders.

ARTICLE IX

Section 1.               Elimination of Certain Liability of Directors. A director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent such exemption from liability or limitation thereof is not permitted under the General Corporation Law of the State of Delaware as the same exists or may hereafter be amended.

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Any repeal or modification of the foregoing paragraph shall not adversely affect any right or protection of a director of the Corporation existing hereunder with respect to any act or omission occurring prior to such repeal or modification.

Section 2                Indemnification and Insurance.

(a)           Right to Indemnification. Each parson who was or is made a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he or she, or a person of whom he or she is the legal representative, is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the General Corporation Law of the State of Delaware, as the same exists or may hereafter be amended (but, in the case of any such amendment, to the fullest extent permitted by law, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment), against all expense, liability and loss (including attorneys’ fees, judgments, fines, amounts paid or to be paid in settlement, and excise taxes or penalties arising under the Employee Retirement Income Security Act of 1974) reasonably incurred or suffered by such person in connection therewith and such indemnification shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of his or her heirs, executors and administrators; provided, however, that,

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except as provided in paragraph (b) hereof, the Corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the Board. The right to indemnification conferred in this Section shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if the General Corporation Law of the State of Delaware requires, the payment of such expenses incurred by a director or officer in his or her capacity as a director or offices (and not in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding, shall be made only upon delivery to the Corporation of an undertaking, by or on behalf of such director of officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under this Section or otherwise. The Corporation may, by action of the Board, provide indemnification to employees and agents of the Corporation with the same scope and effect as the foregoing indemnification of directors and officers.

(b)           Right of Claimant to Bring Suit.  If a claim under paragraph (a) of this Section is not paid in full by the Corporation within thirty days after a written claim has been received by the Corporation, the claimant may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses inclined in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the Corporation) that the claimant has not met the standards

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of conduct which make it permissible tinder the General Corporation Law of the State of Delaware for the Corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the Corporation. Neither the failure of the Corporation (including its Board, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set  forth in the General Corporation Law of the State of Delaware, nor an actual determination by the Corporation (including its Board, independent legal counsel, or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

(c)           Non-Exclusivity of Rights. The right to indemnification and the payment of expenses incurred in defending a proceeding in advance of its final disposition conferred in this Section shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of the Certificate of Incorporation, By-law, agreement, vote of stockholders or disinterested directors or otherwise.

(d)           Insurance.  The Corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Corporation of another corporation, partnership, joint venture, trust or other enterprise against any such expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the General Corporation Law of the State of Delaware.

ARTICLE X

The name and mailing address of the incorporator is Gregg Winiarski c/o IAC/InterActiveCorp, 555 West 18^th Street, New York, New York 10011.

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IN WITNESS WHEREOF, I, the undersigned, being the incorporator hereinbefore named, do hereby further certify that the facts hereinabove stated are truly set forth and, accordingly, I have hereunto set my hand this 11^th day of April, 2007.

/s/ Gregg Winiarski

Gregg Winiarski

Incorporator

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Delaware
The First State

I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT OF “VACATION HOLDINGS HAWAII, INC.”, FILED IN THIS OFFICE ON THE TWENTY-SECOND DAY OF SEPTEMBER, A.D. 2008, AT 3:30 O’CLOCK P.M.

A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE KENT COUNTY RECORDER OF DEEDS.

CERTIFICATE OF AMENDMENT OF
THE CERTIFICATE OF INCORPORATION OF
VACATION HOLDINGS HAWAII, INC.

Pursuant to Section 242 of the General Corporation Law of the State of Delaware, Vacation Holdings Hawaii, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY:

FIRST: That the Board of Directors of the Corporation duly adopted resolutions proposing and declaring advisable the following amendment to the certificate of incorporation of the Corporation:

Article IV Section 1(e) is hereby deleted in its entirety and Article IV Section 1(f) is hereby modified to become Article IV Section 1(e).

SECOND: That by action of written consent dated September 19, 2008, the stockholders of the Corporation entitled to vote thereon consented to the adoption of such amendment.

THIRD: That said amendment was duly adopted in accordance with Section 242 of the General Corporation Law of the State of Delaware.

FOURTH: That said amendment shall become effective on the date of filing.

[signature appears on next page]

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IN WITNESS WHEREOF, said Corporation has caused this certificate to be signed this 22^nd day of September, 2008.

VACATION HOLDINGS HAWAII, INC.
By:	/s/ Jeanette E. Marbert
Name:	Jeanette E. Marbert
Title:	Executive Vice President

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EX-3.38

Exhibit 3.38

BY-LAWS

OF

VACATION HOLDINGS HAWAII, INC.

(as of April 11, 2007)

ARTICLE I

OFFICES

SECTION 1.REGISTERED OFFICE — The registered office of Vacation Holdings Hawaii, Inc. (the “Corporation”) shall be established and maintained at the office of National Registered Agents, Inc. at 160 Greentree Drive, Suite 101, in the City of Dover, County of Kent, State of Delaware 19904, and said National Registered Agents, Inc. shall be the registered agent of the Corporation in charge thereof.

SECTION 2.OTHER OFFICES — The Corporation may have other offices, either within or without the State of Delaware, at such place or places as the Board of Directors may from time to time select or the business of the Corporation may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

SECTION 1.ANNUAL MEETINGS — Annual meetings of stockholders for the election of directors, and for such other business as may be stated in the notice of the meeting, shall be held at such place, either within or without the State of Delaware, and at such time and date as the Board of Directors, by resolution, shall determine and as set forth in the notice of the meeting.  If the Board of Directors fails so to determine the time, date and place of meeting, the annual meeting of stockholders shall be held at the registered office of the Corporation on the first Tuesday in April.  If the date of the annual meeting shall fall upon a legal holiday, the meeting shall be held on the next succeeding business day.  At each annual meeting, the stockholders entitled to vote shall elect a Board of Directors and they may transact such other corporate business as shall be stated in the notice of the meeting.

SECTION 2.SPECIAL MEETINGS — Special meetings of the stockholders for any purpose or purposes may be called by the Chairman of the Board, the President or the Secretary, or by resolution of the Board of Directors.

SECTION 3.VOTING — Each stockholder entitled to vote in accordance with the terms of the Certificate of Incorporation of the Corporation and these By-Laws may vote in person or by proxy, but no proxy shall be voted after three years from its date unless such proxy provides for a longer period.  All elections for directors shall be decided by plurality vote; all other questions shall be decided by majority vote except as otherwise provided by the Certificate of Incorporation or the laws of the State of Delaware.

A complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, with the address of each, and the number of shares held by each, shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held.  The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may he inspected by any stockholder who is entitled to be present.

SECTION 4.QUORUM — Except as otherwise required by law, by the Certificate of Incorporation of the Corporation or by these By-Laws, the presence, in person or by proxy, of stockholders holding shares constituting a majority of the voting power of the Corporation shall constitute a quorum at all meetings of the stockholders.  In case a quorum shall not be present at any meeting, a majority in interest of the stockholders entitled to vote thereat, present in person or by proxy, shall have the power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until the requisite amount of stock entitled to vote shall be present.  At any such adjourned meeting at which the requisite amount of stock entitled to vote shall be represented, any business may be transacted that might have been transacted at the meeting as originally noticed; but only those stockholders entitled to vote at the meeting as originally noticed shall be entitled to vote at any adjournment or adjournments thereof.

SECTION 5.NOTICE OF MEETINGS — Written notice, stating the place, date and time of the meeting, and the general nature of the business to be considered, shall be given to each stockholder entitled to vote thereat, at his or her address as it appears on the records of the Corporation, not less than ten nor more than sixty days before the date of the meeting.  No business other than that stated in the notice shall be transacted at any meeting without the unanimous consent of all the stockholders entitled to vote thereat.

SECTION 6.ACTION WITHOUT MEETING — Unless otherwise provided by the Certificate of Incorporation of the Corporation, any action required or permitted to be taken at any annual or special meeting of stockholders may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.  Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

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ARTICLE III

DIRECTORS

SECTION 1.NUMBER AND TERM — The business and affairs of the Corporation shall be managed under the direction of a Board of Directors which shall consist of not less than two persons.  The exact number of directors shall initially be two and may thereafter be fixed from time to time by the Board of Directors.  Directors shall be elected at the annual meeting of stockholders and each director shall be elected to serve until his or her successor shall be elected and shall qualify.  A director need not be a stockholder.

SECTION 2.RESIGNATIONS — Any director may resign at any time.  Such resignation shall be made in writing, and shall take effect at the time specified therein, and if no time be specified, at the time of its receipt by the Chairman of the Board, the President or the Secretary.  The acceptance of a resignation shall not be necessary to make it effective.

SECTION 3.VACANCIES — If the office of any director becomes vacant, the remaining directors in the office, though less than a quorum, by a majority vote, may appoint any qualified person to fill such vacancy, who shall hold office for the unexpired term and until his or her successor shall be duly chosen.  If the office of any director becomes vacant and there are no remaining directors, the stockholders, by the affirmative vote of the holders of shares constituting a majority of the voting power of the Corporation, at a special meeting called for such purpose, may appoint any qualified person to fill such vacancy.

SECTION 4.REMOVAL — Except as hereinafter provided, any director or directors may be removed either for or without cause at any time by the affirmative vote of the holders of a majority of the voting power entitled to vote for the election of directors, at an annual meeting or a special meeting called for the purpose, and the vacancy thus created may be filled, at such meeting, by the affirmative vote of holders of shares constituting a majority of the voting power of the Corporation.

SECTION 5.COMMITTEES — The Board of Directors may, by resolution or resolutions passed by a majority of the whole Board of Directors, designate one or more committees, each committee to consist of one or more directors of the Corporation.

Any such committee, to the extent provided in the resolution of the Board of Directors, or in these By-Laws, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it.

SECTION 6.MEETINGS — The newly elected directors may hold their first meeting for the purpose of organization and the transaction of business, if a quorum be present, immediately after the annual meeting of the stockholders; or the time and place of such meeting may be fixed by consent of all the Directors.

Regular meetings of the Board of Directors may be held without notice at such places and times as shall be determined from time to time by resolution of the Board of Directors.

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Special meetings of the Board of Directors may be called by the Chairman of the Board or the President, or by the Secretary on the written request of any director, on at least one day’s notice to each director (except that notice to any director may be waived in writing by such director) and shall be held at such place or places as may be determined by the Board of Directors, or as shall be stated in the call of the meeting.

Unless otherwise restricted by the Certificate of Incorporation of the Corporation or these By-Laws, members of the Board of Directors, or any committee designated by the Board of Directors, may participate in any meeting of the Board of Directors or any committee thereof by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.

SECTION 7.QUORUM — A majority of the Directors shall constitute a quorum for the transaction of business.  If at any meeting of the Board of Directors there shall be less than a quorum present, a majority of those present may adjourn the meeting from time to time until a quorum is obtained, and no further notice thereof need be given other than by announcement at the meeting which shall be so adjourned.  The vote of the majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors unless the Certificate of Incorporation of the Corporation or these By-Laws shall require the vote of a greater number.

SECTION 8.COMPENSATION — Directors shall not receive any stated salary for their services as directors or as members of committees, but by resolution of the Board of Directors a fixed fee and expenses of attendance may be allowed for attendance at each meeting.  Nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity as an officer, agent or otherwise, and receiving compensation therefor.

SECTION 9.ACTION WITHOUT MEETING — Any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may he taken without a meeting if a written consent thereto is signed by all members of the Board of Directors or of such committee, as the case may be, and such written consent is filed with the minutes of proceedings of the Board of Directors or such committee.

ARTICLE IV

OFFICERS

SECTION 1.OFFICERS — The officers of the Corporation shall be a Chairman of the Board, a President, one or more Vice Presidents, a Treasurer and a Secretary, all of whom shall be elected by the Board of Directors and shall hold office until their successors are duly elected and qualified.  In addition, the Board of Directors may elect such Assistant Secretaries and Assistant Treasurers as they may deem proper.  The Board of Directors may appoint such other officers and agents as it may deem advisable, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors.

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SECTION 2.CHAIRMAN OF THE BOARD — The Chairman of the Board shall be the Chief Executive Officer of the Corporation.  He or she shall preside at all meetings of the Board of Directors and shall have and perform such other duties as may be assigned to him or her by the Board of Directors.  The Chairman of the Board shall have the power to execute bonds, mortgages and other contracts on behalf of the Corporation, and to cause the seal of the Corporation to be affixed to any instrument requiring it, and when so affixed the seal shall be attested to by the signature of the Secretary or the Treasurer or an Assistant Secretary or an Assistant Treasurer.

SECTION 3.PRESIDENT — The President shall be the Chief Operating Officer of the Corporation.  He or she shall have the general powers and duties of supervision and management usually vested in the office of President of a corporation.  The President shall have the power to execute bonds, mortgages and other contracts on behalf of the Corporation, and to cause the seal to be affixed to any instrument requiring it, and when so affixed the seal shall be attested to by the signature of the Secretary or the Treasurer or an Assistant Secretary or an Assistant Treasurer.

SECTION 4.VICE PRESIDENTS — Each Vice President shall have such powers and shall perform such duties as shall be assigned to him or her by the Board of Directors.

SECTION 5.TREASURER — The Treasurer shall be the Chief Financial Officer of the Corporation.  He or she shall have the custody of the Corporate funds and securities and shall keep full and accurate account of receipts and disbursements in books belonging to the Corporation.  He or she shall deposit all moneys and other valuables in the name and to the credit of the Corporation in such depositaries as may be designated by the Board of Directors.  He or she shall disburse the funds of the Corporation as may be ordered by the Board of Directors, the Chairman of the Board, or the President, taking proper vouchers for such disbursements.  He or she shall render to the Chairman of the Board, the President and Board of Directors at the regular meetings of the Board of Directors, or whenever they may request it, an account of all his or her transactions as Treasurer and of the financial condition of the Corporation.  If required by the Board of Directors, he or she shall give the Corporation a bond for the faithful discharge of his or her duties in such amount and with such surety as the Board of Directors shall prescribe.

SECTION 6.SECRETARY — The Secretary shall give, or cause to be given, notice of all meetings of stockholders and of the Board of Directors and all other notices required by law or by these By-Laws, and in case of his or her absence or refusal or neglect so to do, any such notice may be given by any person thereunto directed by the Chairman of the Board or the President, or by the Board of Directors, upon whose request the meeting is called as provided in these By-Laws.  He or she shall record all the proceedings of the meetings of the Board of Directors, any committees thereof and the stockholders of the Corporation in a book to be kept for that purpose, and shall perform such other duties as may be assigned to him or her by the Board of Directors, the Chairman of the Board or the President.  He or she shall have the custody of the seal of the Corporation and shall affix the same to all instruments requiring it, when authorized by the Board of Directors, the Chairman of the Board or the President, and attest to the same.

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SECTION 7.ASSISTANT TREASURERS AND ASSISTANT SECRETARIES — Assistant Treasurers and Assistant Secretaries, if any, shall be elected and shall have such powers and shall perform such duties as shall be assigned to them, respectively, by the Board of Directors.

ARTICLE V

MISCELLANEOUS

SECTION 1.CERTIFICATES OF STOCK — A certificate of stock shall be issued to each stockholder certifying the number of shares owned by such stockholder in the Corporation.  Certificates of stock of the Corporation shall be of such form and device as the Board of Directors may from time to time determine.

SECTION 2.LOST CERTIFICATES — A new certificate of stock may be issued in the place of any certificate theretofore issued by the Corporation, alleged to have been lost or destroyed, and the Board of Directors may, in its discretion, require the owner of the lost or destroyed certificate, or such owner’s legal representatives, to give the Corporation a bond, in such sum as they may direct, not exceeding double the value of the stock, to indemnify the Corporation against any claim that may be made against it on account of the alleged loss of any such certificate, or the issuance of any such new certificate.

SECTION 3.TRANSFER OF SHARES — The shares of stock of the Corporation shall be transferable only upon its books by the holders thereof in person or by their duly authorized attorneys or legal representatives, and upon such transfer the old certificates shall be surrendered to the Corporation by the delivery thereof to the person in charge of the stock and transfer books and ledgers, or to such other person as the Board of Directors may designate, by whom they shall be cancelled, and new certificates shall thereupon be issued.  A record shall he made of each transfer and whenever a transfer shall be made for collateral security, and not absolutely, it shall be so expressed in the entry of the transfer.

SECTION 4.STOCKHOLDERS RECORD DATE — In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors and which record date: (1) in the case of determination of stockholders entitled to vote at any meeting of stockholders or adjournment thereof, shall, unless otherwise required by law, not be more than sixty nor less than ten days before the date of such meeting; (2) in the case of determination of stockholders entitled to express consent to corporate action in writing without a meeting, shall not be more than ten days from the date upon which the resolution fixing the record date is adopted by the Board of Directors; and (3) in the case of any other action, shall not be more than sixty days prior to such other action.  If no record date is fixed: (1) the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day

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next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held; (2) the record date for determining stockholders entitled to express consent to corporate action in writing without a meeting when no prior action of the Board of Directors is required by law, shall be the first day on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation in accordance with applicable law, or, if prior action by the Board of Directors is required by law, shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action; and (3) the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

SECTION 5.DIVIDENDS — Subject to the provisions of the Certificate of Incorporation of the Corporation, the Board of Directors may, out of funds legally available therefor at any regular or special meeting, declare dividends upon stock of the Corporation as and when they deem appropriate.  Before declaring any dividend there may be set apart out of any funds of the Corporation available for dividends, such sum or sums as the Board of Directors from time to time in their discretion deem proper for working capital or as a reserve fund to meet contingencies or for equalizing dividends or for such other purposes as the Board of Directors shall deem conducive to the interests of the Corporation.

SECTION 6.SEAL — The corporate seal of the Corporation shall be in such form as shall be determined by resolution of the Board of Directors.  Said seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise imprinted upon the subject document or paper.

SECTION 7.FISCAL YEAR — The fiscal year of the Corporation shall be determined by resolution of the Board of Directors.

SECTION 8.CHECKS — All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation shall be signed by such officer or officers, or agent or agents, of the Corporation, and in such manner as shall be determined from time to time by resolution of the Board of Directors.

SECTION 9.NOTICE AND WAIVER OF NOTICE — Whenever any notice is required to be given under these By-Laws, personal notice is not required unless expressly so stated, and any notice so required shall be deemed to be sufficient if given by depositing the same in the United States mail, postage prepaid, addressed to the person entitled thereto at his or her address as it appears on the records of the Corporation, and such notice shall be deemed to have been given on the day of such mailing.  Stockholders not entitled to vote shall not be entitled to receive notice of any meetings except as otherwise provided by law.  Whenever any notice is required to be given under the provisions of any law, or under the provisions of the Certificate of Incorporation of the Corporation or of these By-Laws, a waiver thereof, in writing and signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent to such required notice.

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ARTICLE VI

AMENDMENTS

These By-Laws may be altered, amended or repealed at any annual meeting of the stockholders (or at any special meeting thereof if notice of such proposed alteration, amendment or repeal to be considered is contained in the notice of such special meeting) by the affirmative vote of the holders of shares constituting a majority of the voting power of the Corporation.  Except as otherwise provided in the Certificate of Incorporation of the Corporation, the Board of Directors may by majority vote of those present at any meeting at which a quorum is present alter, amend or repeal these By-Laws, or enact such other By-Laws as in their judgment may be advisable for the regulation and conduct of the affairs of the Corporation.

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EX-3.39

Exhibit 3.39

ARTICLES OF INCORPORATION

OF

WORLDEX CORPORATION

We, the undersigned, hereby associate ourselves together for the purpose of becoming a corporation under the laws of the State of Florida, by and under the provisions of the Statutes of the State of Florida, providing for the formation, liability, rights, privileges, and immunities of corporations for profit.

ARTICLE I

The name of this corporation shall be:

WORLDEX CORPORATION

ARTICLE II

DURATION

This corporation shall have perpetual existence commencing on the date of the filing of these Articles with the Department of State.

ARTICLE III

PURPOSE

The general purposes for which this corporation is organized are:

1.             To engage in the business of structuring, managing, developing, owning, and constructing of real estate developments, and to generally do all things necessary and incidental to the operation of a real estate development or resort, including, but not limited to, consulting.

2.             To take, acquire, buy, hold, own, maintain, work, develop, sell, convey, lease, mortgage, exchange, improve and otherwise invest in and dispose of real estate and real property or any interest or rights therein without limit as to the amount; to do all things and engage in all activities necessary and proper or incidental to the business of investing in and developing real estate.

3.             To sell at wholesale and retail and to deal in any manner whatever in all types and descriptions of property; to do all things and engage in all activities necessary and proper or incidental in wholesale and retail business.

4.             To conduct and carry on the business of builders and contractors for the purpose of building, erecting, altering, repairing or doing any other work in connection with any and all classes of building and improvements of any kind and nature, whatsoever, including the building, rebuilding, alteration, repairing or improvement of houses, factories, buildings, works, or erections of every kind and description whatsoever including the location, laying out and constructing of roads, avenues, docks, slips, sewers, bridges, wells, walls, canals, railroads or street railways, power plants and generally in all classes of buildings, erections and works, both public and private, or integral parts thereof, and generally to do and perform any and all works as builders and contractors, and with that end in view to solicit, obtain, make, perform and carry out contracts covering the building and contracting business and the work connected therewith.

5.             To manufacturer, buy, sell, trade and deal in all and every kind of material product, manufactured and unmanufactured, iron, steel, wood, brick, cement, granite, stone, and other products and materials, including the quarrying of stone, to buy, acquire, hold, use, employ, mortgage, convey, lease, and dispose of patent rights, letters, patent processes, devices, inventions, trademarks, formulas, goodwill, and other rights, to land money on bonds secured by

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mortgage and real property and to make advances from time to time on bonds secured by mortgage and real property and to make advances from time to time on bonds secured by mortgage for future advances on real estate, but nothing herein set forth shall give or be construed to give         corporation any banking powers.

6.             To purchase, acquire, hold, and dispose of stocks, bonds, and other obligations including judgments, interest, accounts or debts of any corporation, domestic or foreign (except moneyed or transportation or banking, or insurance corporations) owning or controlling any articles which are or might be or become useful in the business of this company, and to purchase, acquire, hold and dispose of stocks, bonds, or other obligations including judgments, interest, accounts or debts of any corporation, domestic or foreign (except moneyed or transportation or banking or insurance corporation) engaged in a business similar to that of this company, or engaged in the manufacture, use or sale of property, or in the construction or operation of works necessary or useful in the business of this company, or in which, or in connection with which, the manufactured articles, product or property of this company may be used, or of any corporation with which this corporation is or may be used, or of any corporation with which this corporation is or may be authorized to consolidate according to law, and this company may issue in exchange therefor the stocks, bonds or other obligations of this company.

7.             To purchase, take and lease, or in exchange, hire or otherwise acquire any real or personal property, rights or privileges suitable or convenient for any of the purposes of this business, and to purchase, acquire, erect and construct, make improvements of buildings or machinery, stores or works, insofar as the same may be appurtenant to or useful for the conduct of the business as above specified, but only to the extent to which the company may be authorized by the statutes under which it is organized.

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8.             To acquire and carry on all or any part of the business or property of any company engaged in a business similar to that authorized to be conducted by this company, or with which this company is authorized under the laws of this state to consolidate, or whose stock the company under the laws of this state and the provisions of this certificate is authorized to purchase and to undertake in conjunction therewith, any liabilities of any person, firm, association, or company described as aforesaid, possessing of property suitable for any of the purposes of this company, or for carrying on any business which this company is authorized to conduct, and as for the consideration for the same to pay cash or to issue shares, stocks and obligations of this company.

9.             To purchase, subscribe for or otherwise acquire and to hold the shares, stocks, or obligations of any company organized under the laws of this state or of any other state, or of any territory of the United States, or of any foreign country, except moneyed or transportation or banking or insurance corporations, and to sell or exchange the same, or upon the distribution of assets or divisions of profits, to distribute any such shares, stocks, or obligations or proceeds thereof among the stockholders of this company.

10.           To borrow or raise money for any purposes of the company, and to secure the same and interest, or for any other purpose, to mortgage all or any part of the property corporeal or incorporeal rights or franchises of this company now owned or hereafter acquired, and to create, issue, draw and accept and negotiate bonds and mortgages, bills of exchange, promissory notes or other obligations or negotiable instruments.

11.           To guarantee the payment of dividends or interest on any shares, stocks, debentures or other securities issued by, or any other contract or obligation of, any corporation described as aforesaid, whenever proper or necessary for the business of the company, and

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provided the required authority be first obtained for that purpose, and always subject to the limitations herein prescribed.

12.           To acquire by purchase or otherwise own, hold, buy, sell, convey, lease, mortgage or encumber real estate or other property, personal or mixed.

13.           To buy, sell, and generally trade in, store, carry and transport all kinds of goods, wares, merchandise, provisions and supplies.

14.           And further to do and perform and cause to be done or performed each, any and all of the acts and things above enumerated, and any and all other acts and things insofar as the same may be incidental to or included in any or all of the general powers given, always provided on the grant of the foregoing enumerated powers is upon the express condition precedent that the various powers above enumerated shall be exercised by said company only in case the same are authorized to be exercised by the acts above recited under which said company is organized, and the same shall be exercised by said company only in the manner and to the extent that the same may be authorized to be exercised under the said acts above recited under which it was organized. The said corporation may perform any part of its business outside of the State of Florida, in the other states or colonies of the United States of America, and in all foreign countries.

ARTICLE IV

CAPITAL STOCK

The maximum number of shares of stock that this corporation is authorized to have outstanding at any time is: 100,000 shares of common stock with a par value of 10¢ per share; voting shall be non-cumulative.

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ARTICLE V

PRE-EMPTIVE RIGHTS

Every shareholder, upon the sale for cash of any new stock of this corporation shall have the right to purchase his pro-rata share thereof (as nearly as may be done without issuance of fractional shares) at the price at which it is offered to others.

ARTICLE VI

INITIAL REGISTERED OFFICE AND AGENT

The street address of initial registered office of this corporation is 7000 S. W. 62nd Avenue, Suite 311, South Miami, Florida, and the name of the initial registered agent of this corporation at that address is Mark G. Langer.

ARTICLE VII

INITIAL BOARD OF DIRECTORS

This corporation shall have five (5) directors constituting the initial board of directors. The number of directors may be either increased or decreased from time to time by the by-laws. The names and addresses of the initial board of directors of this corporation are:

Mark G. Langer	Thomas J. Davis, Jr.	Kenneth V. Knight
7000 SW 62nd Ave.	7000 S. W. 62nd Avenue	700 SW 62nd Avenue
Suite 311	Suite 306	Suite 306
S. Miami, FL 33143	South Miami, Florida 33143	S. Miami, FL 33143
	Mario F. Rodriguez	Allen F. Burkett
	7000 S. W. 62nd Avenue	7000 SW 62nd Avenue
	Suite 306	Suite 306
	South Miami, Florida 33143	S. Miami, FL 33143

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ARTICLE VIII

INCORPORATORS

The names and addresses of each person signing these Articles are:

Thomas J. Davis, Jr.

7000 S. W. 62nd Avenue

Suite 306

South Miami, Florida 33143

Mario F. Rodriguez

7000 S. W. 62nd Avenue

Suite 306

South Miami, Florida 33143

ARTICLE IX

INDEMNIFICATION

The corporation shall indemnify any officer or director or any former officer or director to the full extent permitted by law.

ARTICLE X

AMENDMENT

This corporation reserves the right to amend or repeal any provision contained in these Articles of Incorporation, or any amendment hereto, and any right conferred upon the shareholders is subject to this reservation.

IN WITNESS WHEREOF, the undersigned subscriber has executed these Articles of Incorporation this 20th day of May, 1981.

/s/ Thomas J. Davis, Jr.

THOMAS J. DAVIS, JR.

/s/ Mario F. Rodriguez

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MARIO F. RODRIGUEZ

STATE OF FLORIDA	)
	)	SS
SS COUNTY OF DADE	)

BEFORE ME, a notary public authorized to take acknowledgments in the State and County set forth above, personally appeared THOMAS J. DAVIS, JR. and MARIO F. RODRIGUEZ known by me to be the persons who executed the foregoing Articles of Incorporation and they acknowledged before me that they executed those Articles of Incorporation.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my Official Seal in the State and County aforesaid this 20th day of May, 1981.

/s/ Illegible

NOTARY PUBLIC, STATE OF FLORIDA

AT LARGE

My commission expires:

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CERTIFICATE DESIGNATING PLACE OF BUSINESS OR DOMICILE FOR THE SERVICES OF PROCESS WITHIN THIS STATE, NAMING AGENT UPON WHOM PROCESS MAY BE SERVED.

In pursuance of Chapter 48.091, Florida Statutes, the following is submitted, in compliance with said Act:

First—That

WORLDEX CORPORATION

desiring to organize under the laws of the State of

Florida

with its principal

office, as indicated in the articles of incorporation at City of

Miami

County of

Dade

, State of

Florida

has named

Mark G. Langer

located at

7000 S. W. 62nd Avenue, Ste 311, Miami, Florida 33143

(Street address and number of building,

Post Office Box address not acceptable)

City of

Miami

, County of

Dade

, State of Florida, as its agent

to accept service of process within this state.

ACKNOWLEDGMENT:     (MUST BE SIGNED BY DESIGNATED AGENT)

Having been named to accept service of process for the above stated corporation, at place designated in this certificate, I hereby accept to act in this capacity, and agree to comply with the provision of said Act relative to keeping open said office.

By	/s/ Mark G. Langer
	(Resident Agent)

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EX-3.40

Exhibit 3.40

BYLAWS OF

WORLDEX CORPORATION

ARTICLE I  MEETINGS OF SHAREHOLDERS.

Section 1.               Annual Meeting. The annual meeting

12/30/87              The annual meeting of the Shareholders of this Corporation shall be held during the month of December of each year on the particular day to be designated by the Board of Directors, or at such other time and place as is designated by the Board of Directors of the Corporation.

Directors of the corporation. Business transacted at the annual meeting shall include the election of directors of the corporation. If the designated day shall fall on a Sunday or legal holiday, then the meeting shall be held on the first business day thereafter.

Section 2.               Special Meetings. Special meetings of the shareholders shall be held when directed by the President or the Board of Directors, or when requested in writing by the holders of not less than 10% of all the shares entitled to vote at the meeting. A meeting requested by shareholders shall be called for a date not less than 10 nor more than 60 days after the request is made, unless the shareholders requesting the meeting designate a later date. The call for the meeting shall be issued by the Secretary, unless the President, Board of Directors, or shareholders requesting the meeting shall designate another person to do so.

Section 3.               Place. Meetings of shareholders shall be held at the principal place of business of the corporation or at such other place as may be designated by the Board of Directors.

1/24/91                RESOLVED, that the Shareholders of the Corporation may participate in Shareholder meetings by means of a conference telephone or similar communications equipment by means of which all persons participating in the meetings can hear each other at the same time. Participation by such means shall constitute presence in person at a meeting.

Section 4.               or by first class mail, by or at the direction of the President, the Secretary or the officer or persons calling the meeting to each shareholder of record entitled to vote at such meeting.  If mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the shareholder at his address as it appears on the stock transfer books of the corporation, with postage thereon prepaid.

Section 5.               Notice of Adjourned Meeting. When a meeting is adjourned to another time or place, it shall not be necessary to give any notice of the adjourned meeting if the time and place to which the meeting is adjourned are announced at the meeting at which the adjournment is taken, and at the adjourned meeting any business may be transacted that might have been transacted on the original date of the meeting. If, however, after the adjournment the Board of Directors fixes a new record date for the adjourned meeting, a notice of the adjourned meeting shall be given as provided in this Article to each shareholder of record on the new record date entitled to vote at such meeting.

Section 6.               Shareholder Quorum and Voting. A majority of the shares entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders.

If a quorum is present, the affirmative vote of a majority of the shares represented at the meeting and entitled to vote on the subject matter shall be the act of the shareholders unless otherwise provided by law.

Section 7.               Voting of Shares. Each outstanding share shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders.

Section 8.               Proxies. A shareholder may vote either in person or by proxy executed in writing by the shareholder or his duly authorized attorney-in-fact. No proxy shall be valid after the duration of 11 months from the date thereof unless otherwise provided in the proxy.

Section 9.               Action by Shareholders Without a Meeting. Any action required by law, these bylaws, or the Articles of Incorporation of this corporation to be taken at any annual or special meeting of shareholders, or any action which may be taken at any annual or special meeting of shareholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted, as is provided by law.

ARTICLE II  DIRECTORS

Section 1.               Function. All corporate powers shall be exercised by or under the authority of, and the business and affairs of the corporation shall be managed under the direction of, the Board of Directors.

Section 2.               Qualification. Directors need not be residents of this state and shareholders of this corporation.

Section 3.               Compensation. The Shareholders shall have authority to fix the compensation of directors.

Section 4.               Presumption of Assent. A director of the corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless he votes against such action or abstains from voting in respect thereto because of an asserted conflict of interest.

Section 5.               Number. This corporation shall have not less than two (2) directors.

Section 6.               Election and Term. Each person named in the Articles of Incorporation as a member of the initial Board of Directors shall hold office until the first annual meeting of shareholders, and until his successor shall have been elected and qualified or until his earlier resignation, removal from office or death.

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At the first annual meeting of shareholders and at each annual meeting thereafter the shareholders shall elect directors to hold office until the next succeeding annual meeting. Each director shall hold office for a term for which he is elected and until his successor shall have been elected and qualified or until his earlier resignation, removal from office or death.

Section 7.               Vacancies. Any vacancy occurring in the Board of Directors, including any vacancy created by reason of an increase in the number of directors, may be filled by the affirmative vote of a majority of the remaining directors though less than a quorum of the Board of Directors. A director elected to fill a vacancy shall hold office only until the next election of directors by the shareholders.

Section 8.               Removal of Directors. At a meeting of shareholders called expressly for that purpose, any director or the entire Board of Directors may be removed, with or without cause, by a vote of the holders of a majority      of the shares then entitled to vote at an election of directors.

Section 9.               Quorum and Voting. A majority of the number of directors fixed by these bylaws shall constitute a quorum for the transaction of business. The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Section 10.             Executive and Other Committees. The Board of Directors, by resolution adopted by 2/3 of the full Board of Directors, may designate from among its members an executive committee and one or more other committees each of which, to the extent provided in such resolution shall have and may exercise all the authority of the Board of Directors, except as is provided by law.

Section 11.             Place of Meeting. Regular and special meetings of the Board of Directors shall be held at 7000 S.W. 62nd Avenue, Suite 306, Miami, Florida.

Section 12.             Time, Notice and Call of Meetings. Regular meetings of the Board of Directors shall be held without notice on the last Wednesday of every month at 1:00 o’clock P.M.  Written notice of the time and place of special meetings of the Board of Directors shall be given to each director by either personal delivery, telegram or cablegram at least seven (7) days before the meeting or by notice mailed to the director at least ten (10) days before the meeting.

Notice of a meeting of the Board of Directors need not be given to any director who signs a waiver of notice either before or after the meeting. Attendance of a director at a meeting shall constitute a waiver of notice of such meeting and waiver of any and all objections to the place of the meeting, the time of the meeting, or the manner in which it has been called or convened, except when a director states, at the beginning of the meeting, any objection to the transaction of business because the meeting is not lawfully called or convened.

Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting.

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A majority of the directors present, whether or not a quorum exists, may adjourn any meeting of the Board of Directors to another time and place. Notice of any such adjourned meeting shall be given to the directors who were not present at the time of the adjournment and, unless the time and place of the adjourned meeting are announced at the time of the adjournment, to the other directors.

Meetings of the Board of Directors may be called by the chairman of the board, by the president of the corporation or by any two directors.

Members of the Board of Directors may participate in a meeting of such board by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time. Participation by such means shall constitute presence in person at a meeting.

Section 13.             Action Without a Meeting. Any action required to be taken at a meeting of the Board of Directors, or any action which may be taken at a meeting of the Board of Directors or a committee thereof, may be taken without a meeting if a consent in writing, setting forth the action so to be taken, signed by all the directors, or all the members of the committee, as the case may be, is filed in the minutes of the proceedings of the board or of the committee. Such consent shall have the same effect as a unanimous vote.

ARTICLE III  OFFICERS

Section 1.               Officers. The officers of this corporation shall consist of a president, a secretary and a treasurer, each of whom shall be elected by the Board of Directors. Such other officers and assistant officers and agents as may be deemed necessary may be elected or appointed by the Board of Directors from time to time. Any two or more offices may be held by the same person.

Section 2.               Duties. The officers of this corporation shall have the following duties:

The President shall be the chief executive officer of the corporation, shall have general and active management of the business and affairs of the corporation subject to the directions of the Board of Directors, and shall preside at all meetings of the shareholders and Board of Directors.

The Secretary shall have custody of, and maintain all of the corporate records except the financial records; shall record the minutes of all meetings of the shareholders and Board of Directors, send all notices of all meetings and perform such other duties as may be prescribed by the Board of Directors or the President.

The Treasurer shall have custody of all corporate funds and financial records, shall keep full and accurate accounts of receipts and disbursements and render accounts thereof at the annual meetings of shareholders and whenever else required by the Board of Directors or the President, and shall perform such other duties as may be prescribed by the Board of Directors or the President.

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Section 3.               Removal of Officers. An officer or agent elected or appointed by the Board of Directors may be removed by the board whenever in its judgment the best interests of the corporation will be served thereby.

Any vacancy in any office may be filed by the Board of Directors.

ARTICLE IV  STOCK CERTIFICATES

Section 1.               Issuance. Every holder of shares in this corporation shall be entitled to have a certificate representing all shares to which he is entitled. No certificate shall be issued for any share until such share is fully paid.

Section 2.               Form. Certificates representing shares in this corporation shall be signed by the President or Vice President and the Secretary or an Assistant Secretary and may be sealed with the seal of this corporation or a facsimile thereof.

Section 3.               Transfer of Stock. The corporation shall register a stock certificate presented to it for transfer if the certificate is properly endorsed by the holder of record or by his duly authorized attorney.

Section 4.               Lost, Stolen, or Destroyed Certificates. If the shareholder shall claim to have lost or destroyed a certificate of shares issued by the corporation, a new certificate shall be issued upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed, and, at the discretion of the Board of Directors, upon the deposit of a bond or other indemnity in such amount and with such sureties, if any, as the board may reasonably require.

ARTICLE V  BOOKS AND RECORDS

Section 1.               Books and Records. This corporation shall keep correct and complete books and records of account and shall keep minutes of the proceedings of its shareholders, Board of Directors and committees of directors.

This corporation shall keep at its registered office or principal place of business a record of its shareholders, giving the names and addresses of all shareholders and the number of the shares held by each.

Any books, records and minutes may be in written form or in any other form capable of being converted into written form within a reasonable time.

Section 2.               Shareholders’ Inspection Rights. Any person who shall have been a holder of record of shares or of voting trust certificates therefor at least six months immediately preceding his demand or shall be the holder of record of, or the holder of record of voting trust certificates for, at least five percent of the outstanding shares of the corporation, upon written demand stating the purpose thereof, shall have the right to examine, in person or by agent or attorney, at any reasonable time or times, for any proper purpose its relevant books and records of accounts, minutes and records of shareholders and to make extracts therefrom.

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Section 3.               Financial Information. Not later than four months after the close of each fiscal year, this corporation shall prepare a balance sheet showing in reasonable detail the financial condition of the corporation as of the close of its fiscal year, and a profit and loss statement showing the results of the operations of the corporation during its fiscal year.

Upon the written request of any shareholder or holder of voting trust certificates for shares of the corporation, the corporation shall mail to each shareholder or holder of voting trust certificates a copy of the most recent such balance sheet and profit and loss statement.

The balance sheets and profit and loss statements shall be filed in the registered office of the corporation in this state, shall be kept for at least five years, and shall be subject to inspection during business hours by any shareholder or holder of voting trust certificates, in person or by agent.

ARTICLE VI  DIVIDENDS

The Board of Directors of this corporation may, from time to time, declare and the corporation may pay dividends on its shares in cash, property or its own shares, except when the corporation is insolvent or when the payment thereof would render the corporation insolvent, subject to the provisions of the Florida Statutes.

ARTICLE VII  CORPORATE SEAL

The Board of Directors shall provide a corporate seal which shall be in circular form.

ARTICLE VIII  AMENDMENT

These bylaws may be altered, amended or repealed, and new bylaws may be adopted, by a majority vote of the Shareholders at any duly called general or special meeting.

ARTICLE IX  INDEMNIFICATION OF DIRECTORS, OFFICERS AND ANY OTHERS

1/25/85                ARTICLE IX. INDEMNIFICATION OF DIRECTORS, OFFICERS AND ANY OTHERS.  See attached amendment.

1/24/91                ARTICLE IX. INDEMNIFICATION OF DIRECTORS, OFFICERS AND ANY OTHERS.  Amended, revised and replaced in its entirety as set forth in the Minutes of an Annual Joint Meeting of the Shareholders and Board of Directors held on January 24, 1991 - copy attached to By-Laws.

the Corporation, by reason of the fact that he or she is or was a director, officer or employee retained to provide legal counsel to the Corporation, or is or was serving at the request of the Corporation as a director, officer or legal counsel of another corporation, partnership, joint venture, trust or other enterprise, shall be indemnified against judgments, fines, amounts paid in settlement and expenses, including attorneys’ fees, actually and reasonably incurred by him or her as a result of such action, suit or proceeding, or any appeal therein, if such director, officer or legal counsel acted in good faith in a manner he or she reasonably believed to be within the scope of his/her authority and in the best interest of Worldex Corporation and, in any criminal

6

action or proceeding, without reasonable grounds for belief that such action was unlawful. The termination of any such action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that any director, officer or legal counsel did not act in good faith in the reasonable belief that such action was in the best interest of Worldex Corporation, and with respect to any criminal action or proceeding that he or she did not have reasonable ground to believe that such action was unlawful.

Indemnification hereunder shall continue as to a person who has ceased to be a director, officer or legal counsel, and shall inure to the benefit of the heirs, personal representatives and administrators of such person. The foregoing rights of indemnification shall not be deemed exclusive of any other rights to which any such person may otherwise be entitled apart from this By-Law.

The Board of Directors may authorize the purchase and maintenance of insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability under the provisions of this By-Law.

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EX-3.41

Exhibit 3.41

ARTICLES OF INCORPORATION

OF

INTERVAL WORLD TRAVEL, INC.

WE, the undersigned, hereby associate ourselves together for the purpose of becoming a corporation under the Laws of the State of Florida, by and under the provisions of the Statutes of the State of Florida, providing for the formation, liability, rights, privileges and immunities of corporations for profit.

ARTICLE I.

The name of this corporation shall be:

INTERVAL WORLD TRAVEL, INC.

ARTICLE II.

The general nature of the business and the object and purposes proposed to be transacted and carried on, are to do any and all of the things mentioned herein, as fully and to the same extent as natural persons might or could do, viz:

1.             To engage in providing services to the travel industry.

2.             To take, acquire, buy, hold, own, maintain, work, develop, sell, convey, lease, mortgage, exchange, improve and otherwise invest in and dispose of real estate and real property or any interest or rights therein without limit as to the amount; to do all things and engage in all activities necessary and proper or incidental to the business of investing in and developing real estate.

3.             To sell at wholesale and retail and to deal in any manner whatever in all types and descriptions or property; to do all things and engage in all activities necessary and proper or incidental in wholesale and retail business.

4.             To conduct and carry on the business of builders and contractors for the purpose of building, erecting, altering, repairing or doing any other work in connection with any and all classes of building and improvements of any kind and nature, whatsoever, including the building, rebuilding, alteration, repairing or improvement of houses, factories, buildings, works, or erections of every kind and description whatsoever including the location, laying out and constructing of roads, avenues, docks, slips, sewers, bridges, wells, walls, canals, railroads or street railways, power plants and generally in all classes of buildings, erections and works, both public and private, or integral parts thereof, and generally to do and perform any and all works as builders and contractors, and with that end in view to solicit, obtain, make, perform and carry out contracts covering the building and contracting business and the work connected therewith.

5.             To manufacturer, buy, sell, trade and deal in all and every kind of material product, manufactured and unmanufactured, iron, steel, wood, brick, cement, granite, stone, and other products and materials, including the quarrying of stone, to buy, acquire, hold, use, employ, mortgage, convey, lease, and dispose of patent rights, letters, patent processes, devices, inventions, trademarks, formulas, goodwill, and other rights, to lend money on bonds secured by mortgage and real property and to make advances from time to time on bonds secured by mortgage and real property and to make advances from time to time on bonds secured by mortgage for future advances on real estate, but nothing herein set forth shall give or be construed to give said corporation any banking powers.

6.             To purchase, acquire, hold, and dispose of stocks, bonds, and other obligations including judgments, interest, accounts or debts of any corporation, domestic or foreign (except moneyed or transportation or banking, or insurance corporations) owning or controlling any articles which are or might be or become useful in the business of this company, and to purchase,

2

acquire, hold and dispose of stocks, bonds, or other obligations including judgments, interest, accounts or debts of any corporation, domestic or foreign (except moneyed or transportation or banking or insurance corporation) engaged in a business similar to that of this company, or engaged in the manufacturer, use or sale of property, or in the construction or operation of works necessary or useful in the business of this company, or in which, or in connection with which, the manufactured articles, product or property of this company may be used, or of any corporation with which this corporation is or may be used, or of any corporation with which this corporation is or may be authorized to consolidate according to law, and this company may issue in exchange therefor the stocks, bonds or other obligations of this company.

7.             To purchase, take and lease, or in exchange, hire or otherwise acquire any real or personal property, rights or privileges suitable or convenient for any of the purposes of this business, and to purchase, acquire, erect and construct, make improvements of buildings or machinery, stores or works, insofar as the same may be appurtenant to or useful for the conduct of the business as above specified, but only to the extent to which the company may be authorized by the statutes under which it is organized.

8.             To acquire and carry on all or any part of the business or property of any company engaged in a business similar to that authorized to be conducted by this company, or with which this company is authorized under the laws of this state to consolidate, or whose stock the company under the laws of this state and the provisions of this certificate is authorized to purchase and to undertake in conjunction therewith, any liabilities of any person, firm, association, or company described as aforesaid, possessing of property suitable for any of the purposes of this company, or for carrying on any business which this company is authorized to

3

conduct, and as for the consideration for the same to pay cash or to issue shares, stocks and obligations of this company.

9.             To purchase, subscribe for or otherwise acquire and to hold the shares, stocks, or obligations of any company organized under the laws of this state or of any other state, or of any territory of the United States, or of any foreign country, except moneyed or transportation or banking or insurance corporations, and to sell or exchange the same, or upon the distribution of assets or divisions of profits, to distribute any such shares, stocks, or obligations or proceeds thereof among the stockholders of this company.

10.           To borrow or raise money for any purposes of the company, and to secure the same and interest, or for any other purpose, to mortgage all or any part of the property corporeal or incorporeal rights or franchises of this company now owned or hereafter acquired, and to create, issue, draw and accept and negotiate bonds and mortgages, bills of exchange, promissory notes or other obligations or negotiable instruments.

11.           To guarantee the payment of dividends or interest on any shares, stocks, debentures or other securities issued by, or any other contract or obligation of, any corporation described as aforesaid, whenever proper or necessary for the business of the company, and provided the required authority be first obtained for that purpose, and always subject to the limitations herein prescribed.

12.           To acquire by purchase or otherwise own, hold, buy, sell, convey, lease, mortgage or incumber real estate or other property, personal or mixed.

13.           To buy, sell, and generally trade in, store, carry and transport all kinds of goods, wares, merchandise, provisions and supplies.

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14.           And further to do and perform and cause to be done or performed each, any and all of the acts and things above enumerated, and any and all other acts and things insofar as the same may be incidental to or included in any or all of the general powers give, always provided on the grant of the foregoing enumerated powers is upon the express condition precedent that the various powers above enumerated shall be exercised by said company only in case the same are authorized to be exercised by the acts above recited under which said company is organized, and the same shall be exercised by said company only in the manner and to the extent that the same may be authorized to be exercised under the said acts above recited under which it was organized. The said corporation may perform any part of its business outside of the State of Florida, in the other states or colonies of the United States of America, and in all foreign countries.

ARTICLE III.

The maximum number of shares of stock that this corporation is authorized to have outstanding at any time is:

7500 shares at $1.00 par value per share

ARTICLE IV.

The amount of capital with which this corporation will begin business will be not less than Five Hundred Dollars ($500.00).

ARTICLE V.

This corporation is to have perpetual existence.

ARTICLE VI.

The street address of the initial registered office of this corporation is

6075 SUNSET DRIVE, 4th FLOOR
SOUTH MIAMI, FLORIDA 33143

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and the name of the initial registered agent of this corporation at that address is

MARK G. LANGER

ARTICLE VII.

The number of directors shall be not less than three (3).

ARTICLE VIII.

The names and street addresses of the first board of directors, who, subject to the provisions of the Certificate of Incorporation, the by-laws and the corporation laws of the State of Florida, shall hold office for the first year of the corporation’s existence, or until their successors are elected and have qualified, are:

Name	Address
AL MANSFIELD	6301 Sunset Drive, South Miami, Florida
CAROLE TAYLOR	6075 Sunset Drive, South Miami, Florida
MARK G. LANGER	6075 Sunset Drive, South Miami, Florida

ARTICLE IX.

The names and street addresses of each subscriber to the Certificate of Incorporation are as follows, to wit:

Name	Address	Shares
AL MANSFIELD	6301 Sunset Drive, South Miami, Florida	200
CAROLE TAYLOR	6075 Sunset Drive, South Miami, Florida	200
MARK G. LANGER	6075 Sunset Drive, South Miami, Florida	200

ARTICLE X.

The corporation shall have the further right and power to:

From time to time to determine whether and to what extent and at what times and places and under what conditions and regulations, the accounts and books of this corporation (other than the stock book) or any of them shall be open to inspection of stockholders; and no stockholder shall have any right of inspecting any account, book or document of this corporation except as conferred by statute, unless authorized by a resolution of the stockholders or board of directors. The corporation may in its by-laws confer powers upon its board of directors or officers, in addition to the foregoing and in addition to the powers authorized and expressly conferred by statute. Both stockholders and directors

6

shall have power, if the by-laws so provide, to hold their respective meetings and to have one or more offices within or without the State of Florida, and to keep the books of this corporation (subject to the provisions of the statutes) outside the State of Florida, at such places as may from time to time be designated by the Board of Directors. The corporation reserves the right to amend, alter, change or repeal any provision contained in the Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.

WE, THE UNDERSIGNED, being each and all of the original subscribers to the capital stock hereinabove named for the purpose of forming a corporation for profit to do business both within and without the State of Florida, do hereby make, subscribe, acknowledge and file this Certificate, hereby declaring and certifying that the facts herein stated are true.

/s/ Al Mansfield	(Seal)
AL MANSFIELD
/s/ Carole Taylor	(Seal)
CAROLE TAYLOR
/s/ Mark G. Langer	(Seal)
MARK G. LANGER

STATE OF FLORIDA	)
	)	SS:
COUNTY OF DADE	)

BE IT REMEMBERED that on this day personally appeared before me

AL MANSFIELD, CAROLE TAYLOR AND MARK G. LANGER

the parties to the foregoing Articles of Incorporation, well known to me to be such and severally acknowledged the said Articles to be the free and voluntary act and deed of them, and each of them, each for himself and not for the other, and that the facts herein stated are truly set forth.

WITNESS my hand and notarial seal at Florida, this 18 day of September, 1978.

/s/ Illegible

Notary Public, State of

My commission expires:

7

CERTIFICATE DESIGNATING PLACE OF BUSINESS OR DOMICILE FOR THE SERVICE OF PROCESS WITHIN FLORIDA, NAMING AGENT UPON WHOM PROCESS MAY BE SERVED.

IN COMPLIANCE WITH SECTION 48.091, FLORIDA STATUTES, THE FOLLOWING IS SUBMITTED:

FIRST—THAT	INTERVAL WORLD TRAVEL, INC.
	(NAME OF CORPORATION)

DESIRING TO ORGANIZE OR QUALIFY UNDER THE LAWS OF THE STATE OF FLORIDA, WITH ITS PRINCIPAL PLACE OF BUSINESS AT CITY OF
	SOUTH MIAMI,
	(CITY)

STATE OF	FLORIDA	, HAS NAMED	MARK G. LANGER	,
	(STATE)		(NAME OF RESIDENT AGENT)

LOCATED AT	6075 SUNSET DRIVE, 4TH Floor	,
	(STREET ADDRESS AND NUMBER OF BUILDING,
	POST OFFICE BOX ADDRESSES ARE NOT ACCEPTABLE)

CITY OF	SOUTH MIAMI,	STATE OF FLORIDA, AS ITS AGENT TO ACCEPT
	(CITY)

SERVICE OF PROCESS WITHIN FLORIDA.

SIGNATURE	/s/ Al Mansfield
	(CORPORATE OFFICER)
	AL MANSFIELD
TITLE	INCORPORATOR
DATE	SEPTEMBER 18, 1978

HAVING BEEN NAMED TO ACCEPT SERVICE OF PROCESS FOR THE ABOVE STATED CORPORATION, AT THE PLACE DESIGNATED IN THIS CERTIFICATE, I HEREBY AGREE TO ACT IN THIS CAPACITY, AND I FURTHER AGREE TO COMPLY WITH THE PROVISIONS OF ALL STATUTES RELATIVE TO THE PROPER AND COMPLETE PERFORMANCE OF MY DUTIES

	SIGNATURE		/s/ Mark G. Langer
			(RESIDENT AGENT)
			MARK G. LANGER
DATE		SEPTEMBER 18, 1978

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ARTICLES OF AMENDMENT TO THE
ARTICLES OF INCORPORATION OF
INTERVAL WORLD TRAVEL, INC.

Pursuant to the provisions of Section 607.181 of the Florida General Corporation Act, the undersigned corporation adopts the following Articles of Amendment to its Articles of Incorporation:

1.             The name of the corporation is INTERVAL WORLD TRAVEL, INC.

2.             The following Amendment of the Articles of Incorporation was adopted by the shareholders of the corporation on January 21, 1985, in the manner prescribed by the Florida General Corporation Act:

The name of the corporation shall
be WORLDEX TRAVEL CENTERS, INC.

3.             The number of shares of the corporation outstanding at the time of the adoption was 500, and the number of shares entitled to vote thereon was 500.

4.             The shareholders of the corporation voted unanimously in favor of the Amendment.

Dated January 21, 1985

INTERVAL WORLD TRAVEL, INC.
BY:	/s/ Kenneth V. Knight
	Kenneth V. Knight, President
and
BY:	/s/ Allen F. Burkett
	Allen F. Burkett, Secretary

STATE OF FLORIDA	)
	)	ss.
COUNTY OF DADE	)

BEFORE ME, the undersigned authority, personally appeared Kenneth V. Knight and Allen F. Burkett, President and Secretary, respectively, of Interval World Travel, Inc., who are to me well known to be the persons described in and who subscribed the above Articles of

9

Amendment to the Articles of Incorporation, and they did freely and voluntarily acknowledge before me according to the law they made and subscribed the same for the use and purposes therein mentioned and set forth.

IN WITNESS WHEREOF, I have hereunto set my hand and my official seal, at Miami, Dade County, Florida, this 21st day of January, 1985.

/s/ Illegible

Notary Public, in and for the State

of Florida at Large

My Commission Expires:

10

ARTICLES OF AMENDMENT
OF
ARTICLES OF INCORPORATION
OF
WORLDEX TRAVEL CENTERS, INC.

Pursuant to the provisions of Section 607.1006, Florida Statutes, WORLDEX TRAVEL CENTERS, INC., a Florida corporation, adopts and files the following articles of amendment to its articles of incorporation:

ARTICLE I.

It is desirable to change the name of the Corporation from Worldex Travel Centers, Inc. to Interval Travel, Inc.

ARTICLE II.

Pursuant to Sections 607.1003 and 607.0821, Florida Statutes, the Board of Directors of the Corporation, by unanimous written consent of its members dated October 19, 1999, adopted a resolution proposing and declaring advisable the following amendment to the Articles of Incorporation of the Corporation:

RESOLVED that the Articles of Incorporation of the Corporation shall be amended by changing ARTICLE I to read as follows:

“The name of the Corporation shall be INTERVAL TRAVEL, INC.”

ARTICLE III.

In lieu of a meeting and vote of stockholders, the sole stockholder of the Corporation has given written consent dated October 19, 1999 of said amendment in accordance with the provisions of Section 607.0704, Florida Statutes.

ARTICLE IV.

These Articles of Amendment shall be effective when filed.

IN WITNESS WHEREOF, the Corporation has caused these Articles of Amendment to be signed this 20th day of October, 1999.

WORLDEX TRAVEL CENTERS, INC.

By:	/s/ Jeanette E. Marbert
	Jeanette E. Marbert, Chief Operating Officer

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ARTICLES OF AMENDMENT
TO
ARTICLES OF INCORPORATION
OF
INTERVAL TRAVEL, INC.

Pursuant to the provisions of Section 607.1006, Florida Statutes, INTERVAL TRAVEL, INC., a Florida corporation (Document Number 587356), adopts and files the following articles of amendment to its articles of incorporation:

ARTICLE I.

It is desirable to change the name of the Corporation from Interval Travel, Inc. to Worldwide Vacation & Travel, Inc.

ARTICLE II.

Pursuant to Sections 607.1003 and 607.0821, Florida Statutes, the Board of Directors of the Corporation, by unanimous written consent of its members dated May 18 , 2005, adopted a resolution proposing and declaring advisable the following amendment to the Articles of Incorporation of the Corporation:

RESOLVED that the Articles of Incorporation of the Corporation shall be amended by changing ARTICLE I to read as follows:

The name of the Corporation shall be: WORLDWIDE VACATION & TRAVEL, INC.

ARTICLE III.

In lieu of a meeting and vote of shareholders, the sole shareholder of the Corporation has given written consent dated May 18, 2005 of said amendment in accordance with the provisions of Section 607.0704, Florida Statutes.

ARTICLE IV.

These Articles of Amendment shall be effective on June 15, 2005.

IN WITNESS WHEREOF, the Corporation has caused these Articles of Amendment to be signed this 18 day of May, 2005.

INTERVAL TRAVEL, INC.

By:	/s/ Jeanette E. Marbert
	Jeanette E. Marbert, Chief Operating Officer

12

EX-3.42

Exhibit 3.42

BYLAWS

OF

INTERVAL WORLD TRAVEL, INC.

ARTICLE I.  MEETINGS OF SHAREHOLDERS.

Section 1.  Annual Meeting.  The annual meeting of the shareholders of this corporation shall be held on the 25th day of September of each year or at such other time and glace designated by the Board of Directors of the corporation.  Business transacted at the annual meeting shall include the election of directors of the corporation.  If the designated day shall fall on a Sunday or legal holiday, then the meeting shall be held on the first business day thereafter.

Section 2.  Special Meetings.  Special meetings of the shareholders shall be held when directed by the President or the Board of Directors, or when requested in writing by the holders of not less than 10% of all the shares entitled to vote at the meeting.  A meeting requested by shareholders shall be called for a date not less than 10 nor more than 60 days after the request is made, unless the shareholders requesting the meeting designate a later date.  The call for the meeting shall be issued by the Secretary, unless the President, Board of Directors, or shareholders requesting the meeting shall designate another person to do so.

12/30/87The annual meeting of the Shareholders of this Corporation shall be held during the month of December of each year on the particular day to be designated by the Board of Directors, or at such other time and place as is designated by the Board of Directors of the Corporation.

Section 3.  Place.  Meetings of shareholders shall be held at the principal place of business of the corporation or at such other place as may be designated by the Board of Directors.

Section 4.  Notice.  Written notice stating the place, day and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than 10 nor more than 60 days before the meeting, either personally or by first class mail, by or at the direction of the President, the Secretary or the officer or persons calling the meeting to each shareholder of record entitled to vote at such meeting.  If mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the shareholder at his address as it appears on the stock transfer books of the corporation, with postage thereon prepaid.

Section 5.  Notice of Adjourned Meeting.  When a meeting is adjourned to another time or place, it shall not be necessary to give any notice of the adjourned meeting if the time and place to which the meeting is adjourned are announced at the meeting at which the adjournment is taken, and at the adjourned meeting any business may be transacted that might have been transacted on the original date of the

/24/ 91RESOLVED, that the Shareholders of the Corporation may participate in meetings by means of a conference telephone or similar communications equipment by means of which all persons participating in the meetings can hear each other at the same time.  Participation by such means shall constitute presence in person at a meeting.

meeting.  If, however, after the adjournment the Board of Directors fixes a new record date for the adjourned meeting, a notice of the adjourned meeting shall be given as provided in this Article to each shareholder of record on the new record date entitled to vote at such meeting.

Section 6.  Shareholder Quorum and Voting.  A majority of the shares entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders.

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If a quorum is present, the affirmative vote of a majority of the shares represented at the meeting and entitled to vote on the subject matter shall be the act of the shareholders unless otherwise provided by law.

Section 7.  Voting of Shares.  Each outstanding share shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders.

Section 8.  Proxies.  A shareholder may vote either in person or by proxy executed in writing by the shareholder or his duly authorized attorney-in-fact.  No proxy shall be valid after the duration of 11 months from the date thereof unless otherwise provided in the proxy.

Section 9.  Action by Shareholders Without a Meeting.  Any action required by law, these bylaws, or the Articles of Incorporation of this corporation to be taken at any annual or special meeting of shareholders, or any action which may be taken at any annual or special meeting of shareholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted, as is provided by law.

ARTICLE II.   DIRECTORS

Section 1.  Function.  All corporate powers shall be exercised by or under the authority of, and the business and affairs of the corporation shall be managed under the direction of, the Board of Directors.

Section 2.  Qualification.  Directors need not be residents of this state and shareholders of this corporation.

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Section 3.  Compensation.  The Board of Directors shall have authority to fix the compensation of directors.

Section 4.  Presumption of Assent.  A director of the corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless he votes against such action or abstains from voting in respect thereto because of an asserted conflict of interest.

Section 5.  Number.  This corporation shall have at least three (3) directors.

Section 6.  Election and Term.  Each person named in the Articles of Incorporation as a member of the initial Board of Directors shall hold office until the first annual meeting of shareholders, and until his successor shall have been elected and qualified or until his earlier resignation, removal from office or death.

At the first annual meeting of shareholders and at each annual meeting thereafter the shareholders shall elect directors to hold office until the next succeeding annual meeting.  Each director shall hold office for a term for which he is elected and until his successor shall have been elected and qualified or until his earlier resignation, removal from office or death.

Section 7.  Vacancies.  Any vacancy occurring in the Board of Directors, including any vacancy created by reason of an increase in the number of directors, may be filled by the affirmative vote of a majority of the remaining directors though less than a quorum of the Board of Directors.  A director elected to fill a vacancy shall hold office only until the next election of directors by the shareholders.

Section 8.  Removal of Directors.  At a meeting of shareholders called expressly for that purpose, any director or the entire Board of Directors may be removed, with or without

iv

cause, by a vote of the holders of a majority of the shares then entitled to vote at an election of directors.

Section 9.  Quorum and Voting.  A majority of the number of directors fixed by these bylaws shall constitute a quorum for the transaction of business.  The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Section 10.  Executive and Other Committees.  The Board of Directors, by resolution adopted by       a majority of the full Board of Directors, may designate from among its members an executive committee and one or more other committees each of which, to the extent provided in such resolution shall have and may exercise all the authority of the Board of Directors, except as is provided by law.

Section 11.  Place of Meeting.  Regular and special meetings of the Board of Directors shall be held wherever duly called by the Board of Directors.

Section 12.  Time, Notice and Call of Meetings.  Regular meetings of the Board of Directors shall be held whenever duly designated by the Board of Directors.  Written notice of the time and place of special meetings of the Board of Directors shall be given to each director by either personal delivery, telegram or cablegram at least seven (7) days before the meeting or by notice mailed to the director at least ten (10) days before the meeting.

Notice of a meeting of the Board of Directors need not be given to any director who signs a waiver of notice either before or after the meeting.  Attendance of a director at a meeting shall constitute a waiver of notice of such meeting and waiver of any and all objections to the place of the meeting, the time of the meeting, or the manner in which it has been called or

v

convened, except when a director states, at the beginning of the meeting, any objection to the transaction of business because the meeting is not lawfully called or convened.

Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting.

A majority of the directors present, whether or not a quorum exists, may adjourn any meeting of the Board of Directors to another time and place.  Notice of any such adjourned meeting shall be given to the directors who were not present at the time of the adjournment and, unless the time and place of the adjourned meeting are announced at the time of the adjournment, to the other directors.

Meetings of the Board of Directors may be called by the chairman of the board, by the president of the corporation or by any two directors.

Members of the Board of Directors may participate in a meeting of such board by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time.  Participation by such means shall constitute presence in person at a meeting.

Section 13.  Action Without a Meeting.  Any action required to be taken at a meeting of the Board of Directors, or any action which may be taken at a meeting of the Board of Directors or a committee thereof, may be taken without a meeting if a consent in writing, setting forth the action so to be taken, signed by all the directors, or all the members of the committee, as the case may be, is filed in the minutes of the proceedings of the board or of the committee.  Such consent shall have the same effect as a unanimous vote.

vi

ARTICLE III. OFFICERS

Section 1.  Officers.  The officers of this corporation shall consist of a president, a secretary and a treasurer, each of whom shall be elected by the Board of Directors.  Such other officers and assistant officers and agents as may be deemed necessary may be elected or appointed by the Board of Directors from time to time.  Any two or more offices may be held by the same person.

Section 2.  Duties.  The officers of this corporation shall have the following duties:

The President shall be the chief executive officer of the corporation, shall have general and active management of the business and affairs of the corporation subject to the directions of the Board of Directors, and shall preside at all meetings of the shareholders and Board of Directors.

The Secretary shall have custody of, and maintain, all of the corporate records except the financial records; shall record the minutes of all meetings of the shareholders and Board of Directors, send all notices of all meetings and perform such other duties as may be prescribed by the Board of Directors or the President.

The Treasurer shall have custody of all corporate funds and financial records, shall keep full and accurate accounts of receipts and disbursements and render accounts thereof at the annual meetings of shareholders and whenever else required by the Board of Directors or the President, and shall perform such other duties as may be prescribed by the Board of Directors or the President.

Section 3.  Removal of Officers.  An officer or agent elected or appointed by the Board of Directors may be removed by the board whenever in its judgment the best interests of the corporation will be served thereby.

vii

Any vacancy in any office may be filed by the Board of Directors.

ARTICLE IV. STOCK CERTIFICATES

Section 1.  Issuance.  Every holder of shares in this corporation shall be entitled to have a certificate representing all shares to which he is entitled.  No certificate shall be issued for any share until such share is fully paid.

Section 2.  Form.  Certificates representing shares in this corporation shall be signed by the President or Vice President and the Secretary or an Assistant Secretary and may be sealed with the seal of this corporation or a facsimile thereof.

Section 3.  Transfer of Stock.  The corporation shall register a stock certificate presented to it for transfer if the certificate is properly endorsed by the holder of record or by his duly authorized attorney.

Section 4.  Lost, Stolen, or Destroyed Certificates.  If the shareholder shall claim to have lost or destroyed a certificate of shares issued by the corporation, a new certificate shall be issued upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed, and, at the discretion of the Board of Directors, upon the deposit of a bond or other indemnity in such amount and with such sureties, if any, as the board may reasonably require.

ARTICLE V. BOOKS AND RECORDS.

Section 1.  Books and Records.  This corporation shall keep correct and complete books and records of account and shall keep minutes of the proceedings of its shareholders, Board of Directors and committees of directors.

This corporation shall keep at its registered office or principal place of business a record of its shareholders, giving the names and addresses of all shareholders and the number of the shares held by each.

viii

Any books, records and minutes may be in written form or in any other form capable of being converted into written form within a reasonable time.

Section 2.  Shareholders’ Inspection Rights.  Any person who shall have been a holder of record of shares or of voting trust certificates therefor at least six months immediately preceding his demand or shall be the holder of record of, or the holder of record of voting trust certificates for, at least five percent of the outstanding shares of the corporation, upon written demand stating the purpose thereof, shall have the right to examine, in person or by agent or attorney, at any reasonable time or times, for any proper purpose its relevant books and records of accounts, minutes and records of shareholders and to make extracts therefrom.

Section 3.  Financial Information.  Not later than four months after the close of each fiscal year, this corporation shall prepare a balance sheet showing in reasonable detail the financial condition of the corporation as of the close of its fiscal year, and a profit and loss statement showing the results of the operations of the corporation during its fiscal year.

Upon the written request of any shareholder or holder of voting trust certificates for shares of the corporation, the corporation shall mail to each shareholder or holder of voting trust certificates a copy of the most recent such balance sheet and profit and loss statement.

The balance sheets and profit and loss statements shall be filed in the registered office of the corporation in this state, shall be kept for at least five years, and shall be subject to inspection during business hours by any shareholder or holder of voting trust certificates, in person or by agent.

ARTICLE VI. DIVIDENDS.

The Board of Directors of this corporation may, from time to time, declare and the corporation may pay dividends on its shares in cash, property or its own shares, except when the

ix

corporation is insolvent or when the payment thereof would render the corporation insolvent, subject to the provisions of the Florida Statutes.

ARTICLE VII.  CORPORATE SEAL.

The Board of Directors shall provide a corporate seal which shall be in circular form.

ARTICLE VIII.  AMENDMENT.

These bylaws may be altered, amended or repealed, and new bylaws may be adopted; by majority vote of the shareholders, at any regular or special meeting thereof, or as otherwise provided under Florida law.

1/24/91ARTICLE VIV – INDEMNIFICATION OF DIRECTORS, OFFICERS AND ANY OTHERS. (See Minutes of an Annual Joint Meeting of the Shareholders and Board of Directors held on January 24, 1991 – Copy attached to By-Laws).

x

EX-3.43

Exhibit 3.43

ARTICLES OF INCORPORATION

OF

SAGE SYSTEMS, INC.

The undersigned, for the purposes of forming a corporation under and pursuant to the provisions of law of the state of Washington and in pursuance thereof, hereby adopts the following Articles of Incorporation.

ARTICLE I

The name of the corporation shall be:

SAGE SYSTEMS, INC.

ARTICLE II

The duration of the corporation shall be perpetual.

ARTICLE III

The purposes for which the corporation is organized and the powers which it shall have and may exercise to carry out such purposes are to engage in any activity or business not in conflict with the laws of the state of Washington or the United States and to have the power to take all lawful action necessary and/or convenient to carry out such purposes, and without limiting the generality of the foregoing, specifically;

1.To engage in data processing service, consulting, brokerage financing and related services.

2.In furtherance of and not in limitation of the general powers inferred by the laws of the state of Washington, it is expressly provided that this corporation shall also have the following powers –

(a)To purchase or otherwise acquire, so far as permitted by law, the whole or any part of the undertaking and business of any person, firm or corporation engaged in a business of the same general character as that for which this corporation is organized, and the property and liability, including the goodwill, assets and stock in trade thereof, and to pay for the same either in cash or in shares, or partly in cash and partly in shares.

(b)To purchase or otherwise acquire, and to hold, maintain, work, develop, sell, lease, exchange, hire, convey, mortgage, or otherwise dispose of and deal in, lands and leaseholds, and any interests, estate and rights in real property and any personal and mixed property, and any franchises, rights, business or privileges necessary, convenient and appropriate for any of the purposes herein expressed.

(c)To acquire by purchase, subscription, or otherwise, and to hold for investments or otherwise, and to use, sell, assign, transfer, mortgage, pledge, or otherwise deal with or dispose of stocks, bonds, or any obligations or securities of this or any corporation or corporations; and to merge or consolidate with any corporation in such manner as may be provided by law. However, money or property of this corporation shall not be used for purchase of shares of it’s own stock when such use would cause any impairment of the capital of the corporation, and the corporation shall not be entitled to vote, either directly or indirectly, on any shares of it’s own stock which it may hold.

(d)To borrow money, and to make an issue notes, bonds, debentures, obligations and evidences of indebtedness of all kinds, whether secured by mortgage, pledge or otherwise without limit as to amount, except as may be prohibited by statute, and to secure the same by mortgage, pledge or otherwise, and generally to make and perform agreements and contracts of every kind and description.

(e)To conduct and carry on it’s business, or any part thereof, and to have one or more offices, and to exercise all or any of it’s corporate powers and rights in the State of Washington, and in the various states, territories, colonies and dependencies of the United States, and the District of Columbia and in all or any foreign country.

(f)To enter into, make, perform and carry out contracts of every kind for any lawful purpose pertaining to it’s business, with any individual, entity, firm, association or corporation, or with any government, municipality or public authority, domestic or foreign.

(g)To do any and all of the things to the same extent a natural person might or could do and in any part of the world as principals, agents, contractors, trustees, or otherwise, either alone or in the company of others.

(h)To do all and everything necessary, suitable and proper for the accomplishment of any of the purposes, or the attainment of any of the objects, or the furtherance of any of the powers hereinabove set forth, either alone or in association with other corporations, firms, or individuals, and to do every act or acts, thing or things, incidental or appertant to or growing out of or connected with the aforesaid business or powers, or any part or parts thereof: provided, the same be not inconsistent with the laws under which this corporation is organized.

(i)To have such powers as are conferred on corporations under the laws of this state.

ARTICLE IV

The capital of this corporation shall be $50,000 consisting of 500,000 shares of common stock with par value of $0.10 per share. Capital stock may be issued by the corporation from time to time for such consideration, including (without limitation) labor, services, money or property, as may be fixed by resolution of Board of Directors.

2

ARTICLE V

No holders of shares of stock of this corporation shall be entitled as such as a matter of right to subscribe for, purchase, or otherwise acquire any share of stock of this corporation of any class, whether now or hereafter authorized, or any securities convertible into shares of stock of this corporation on a pro-rata basis with all other shareholders.

ARTICLE VI

The Registered Agent of the corporation shall be Deborah L. Hamilton and the Registered Office of the corporation shall be 15005 116th Pl. N.E., Bothell, Washington, 98011.

ARTICLE VII

In voting for directors or for any other matter on which the shareholders are required to vote, the shares shall be cumulative as to such votes. The Board of Directors is authorized to determine all of the other rights and restrictions of share holders in the By-Laws.

ARTICLE VIII

Every director and officer shall be indemnified against all liabilities, civil and criminal, incurred in relation to his duties, including all reasonable costs of defense, except to the extent that he shall have been finally adjudged to be liable for negligence or misconduct in the matter out of which the liability arises.

ARTICLE IX

The number of directors of this corporation shall be such numbers as determined by the Board of Directors, but not less than three (3), (except where all shares are owned of record by fewer than three (3) shareholders, in which case, the number of directors shall not be less than the number of such shareholders.) The names and post office addresses of the first director, who will manage the affairs of the corporation from the time of it’s organization until their successors are elected and qualified at the first annual meeting, or as follows:

Deborah L. Hamilton, 15005 116th Pl. N.E., Bothell, Washington, 98011

ARTICLE X

The authority to make by-laws and to repeal and amend the same is vested in the Board of Directors, subject to the power of the shareholders to change or repeal the same.

ARTICLE XI

These Articles of incorporation may be amended by a vote of the stockholders present at any annual meeting or at a special meeting called for such purpose, and such amended Articles shall be filed in the same manner as these Articles.

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ARTICLE XII

The name and address of the person forming the corporation is as follows:

Deborah L. Hamilton, 15005 116th Pl. N.E., Bothell, Washington, 98011

IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal this 3rd day of February, 1986.

		/s/ Deborah L. Hamilton
State of Washington	)
	) ss.
County of King	)

On this day personally appeared before me Deborah L. Hamilton to me known as the individual described in and who executed the foregoing Articles of Incorporation, and acknowledged that he signed the same as his free and voluntary act and deed, for the uses and purposes therein mentioned.

Given under my hand and official seal the 3 day of February, 1986.

/s/ Karen L. Day

Notary Public in and for the State of Washington,
residing at Bellevue.

4

Consent of Registered Agent

I, Deborah L. Hamilton, give my consent and authorization to Sage Systems, Inc. to use my name as their registered agent.

February 4, 1986	Date
/s/ Deborah L. Hamilton
Deborah L. Hamilton

5

FOR OFFICE USE ONLY

	ARTICLES OF AMENDMENT WASHINGTON PROFIT CORPORATION (Per Chapter 23B. 10 RCW)
· Please PRINT or TYPE in black ink	FEE: $30
· Sign, date and return original AND ONE COPY to:
	EXPEDITED (24-HOUR) SERVICE AVAILABLE - $20 PER ENTITY
CORPORATIONS DIVISION 801 CAPITOL WAY SOUTH · PO BOX 40234 OLYMPIA, WA 98504-0234	INCLUDE FEE AND WRITE “EXPEDITE” IN BOLD LETTERS ON OUTSIDE OF ENVELOPE
	FOR OFFICE USE ONLY
· BE SURE TO INCLUDE FILING FEE. Checks should be made payable to “Secretary of State”		FILED: 01 / 05 / 2005

 IMPORTANT! Person to contact about this filing  Alan Koslow Daytime Phone Number (with area code)
(305) 666-1861, ext. 7149

AMENDMENT TO ARTICLES OF INCORPORATION

NAME OF CORPORATION (As currently recorded with the Office of the Secretary of State) SAGE SYSTEMS, INC.
UBI NUMBER 600 642 627	CORPORATION NUMBER (If known)	AMENDMENTS TO ARTICLES OF INCORPORATION WERE ADOPTED ON
		Date:	January 3, 2005
EFFECTIVE DATE OF ARTICLES OF AMENDMENT	(Specified effective date may be up to 30 days AFTER receipt of the document by the Secretary of State)
	o Specific Date:			x     Upon filing by the Secretary of State
ARTICLES OF AMENDMENT WERE ADOPTED BY (Please check ONE of the following)
o Incorporators. Shareholders action was not required
o Board of Directors. Shareholders action was not required
x Duly approved shareholder action in accordance with Chapter 23B.10 RCW

AMENDMENTS TO THE ARTICLES OF INCORPORATION ARE AS FOLLOWS

If amendment provides for an exchange, reclassification, or cancellation of issued shares, provisions for

implementing the amendment must be included. If necessary, attach additional amendments or information.

 Article I of the Articles of Incorporation is hereby amended in its entirety to read as follows:

“ARTICLE I

 The name of the corporation shall be: XYZII, Inc.”

SIGNATURE OF OFFICER  This document is hereby executed under penalties of perjury, and is, to the best of my knowledge, true and correct.
	/s/ W. Carl Drew	W. Carl Drew	1/3/05
Signature of Officer		Printed Name	Date

INFORMATION AND ASSISTANCE- 360/753/7115 (TDD - 360/753-1485)

005-002-(9/00)

American LegalNet, Inc.

 www.USCourtForme.com

EX-3.44

Exhibit 3.44

BYLAWS
of
SAGE SYSTEMS, INC.

Adopted March 5, 1986 and Amended and Restated March 21, 1995.

ARTICLE I
(Offices)

The principal office of the Corporation shall be located at: 2135 - 112th Avenue Northeast, Suite 101, Bellevue, Washington 98004.

The Corporation may have such other offices, either within or without the State of Washington, as the Board of Directors (“Board”) may designate or as the business of the Corporation may require from time to time.

ARTICLE II
(Shareholders)

2.1Annual Meeting: The Annual Meeting of the Shareholders shall be held the first week of January in each year at the office of the Corporation for the purpose of electing directors and transacting such other business as may come before the meeting. If the day fixed for the Annual Meeting is a legal holiday at the place of the meeting, the meeting shall be held on the next succeeding business day. If the election of directors is not held on the day designated for the Annual Meeting of the Shareholders, or at any adjournment thereof, the election shall be held at a Special Meeting of the Shareholders as soon thereafter as practicable.

2.2Special Meetings: The President or the Board may call a Special Meeting of the Shareholders for any purpose. At the request of the holders of not less than one-tenth of all of the outstanding shares of the Corporation entitled to vote at the meeting, the President shall call a Special Meeting of the Shareholders.

2.3Place of Meeting: All meetings shall be held at the principal office of the Corporation or at such other place within or without the State of Washington designated by the Board or by a Waiver of Notice signed by all of the Shareholders entitled to vote at the meeting.

2.4Notice of Meeting: The President or Board when calling an Annual or Special Meeting of Shareholders shall cause to be delivered to each Shareholder entitled to vote at the meeting either personally or by mail not less than 10 nor more than 50 days before the meeting written notice stating the place, day and hour of the meeting and, in the case of a Special Meeting, the purpose or purposes of which the meeting is called.

2.5Action by Shareholders without a Meeting: Any action required or permitted to be taken at a Shareholder’s Meeting may be taken without a meeting if a written consent setting forth the action so taken is signed by all Shareholders entitled to vote with respect to the subject matter thereof. Any such consent shall be inserted in the Minute Book as if it were the Minutes of a Shareholder’s Meeting.

2.6Quorum: A majority of the outstanding shares of the Corporation entitled to vote, represented in person or by proxy, shall constitute a quorum at a Shareholder’s Meeting. If less than a majority of the outstanding shares are represented at a meeting, a majority of the shares so represented may adjourn the meeting from time to time without further notice. At an adjourned meeting at which a quorum is present or represented, any business may be transacted that might have been transacted at the meeting as originally notified. The Shareholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough Shareholders to leave less than a quorum.

2.7Proxies: At all Shareholder’s Meetings, a Shareholder may vote by proxy executed in writing by the Shareholder or by his Attorney-in-Fact. Such proxy shall be filed with the Secretary of the Corporation before or at the time of the meeting. Unless otherwise provided in the proxy, a proxy shall be invalid after 11 months from the date of its execution.

2.8Voting of Shares: Each outstanding share entitled to vote shall be entitled to one vote upon each matter submitted to a vote at a meeting of Shareholders.

2.9Cumulative Voting: Each Shareholder entitled to vote at an election of directors may vote in person or by proxy the number of shares owned by him for as many persons as there are directors to be elected and for whose election he has a right to vote or he may cumulate his votes by distributing among one or more candidates as many votes as are equal to the number of such directors multiplied by the number of his shares.

ARTICLE III
(Board of Directors)

3.1General Powers: The business and affairs of the Corporation shall be managed by the Board.

3.2Number, Tenure and Qualifications: The number of directors of this Corporation shall be such numbers as determined by the Board of Directors, but not less than three (3), (except where all shares are owned of record by fewer than three (3) shareholders, in which case, the number of directors shall not be less than the number of such shareholders.) No decrease in the number of directors shall have the effect of shortening the term of any incumbent director. Each director shall hold office until the next Annual Meeting until his successor shall have been elected and qualifies unless he resigns or is removed. Directors need not be shareholders of the Corporation.

3.3Regular Meetings: A Regular Board Meeting shall be held without notice immediately after and at the same place as the Annual Meeting of Shareholders. By Resolution, the Board may provide the time and place either within or without the State of Washington for holding additional Regular Meetings without other notice than such Resolution.

3.4Special Meetings: Special Board meetings may be called by or at the request of the President or any two directors. The person or persons authorized to call Special Meetings may fix any place either within or without the State of Washington as the place for holding any Special Board Meeting called by them.

3.5Notice: Written Notice of each Special Board Meeting shall be delivered personally, telegraphed, faxed or mailed to each Director at his business address at least two days before the meeting. If such Notice is mailed, it shall be deemed to be delivered when deposited in the United States mail properly addressed, with postage prepaid. If the Notice is telegraphed, it shall be deemed to be delivered when the content of the telegram is delivered to the telegraph office. If the Notice is faxed, it shall be deemed to be delivered when the content of the facsimile transmission is transmitted to said Directors facsimile number on record with the Corporation. The attendance of a director at a meeting shall constitute a Waiver of Notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any Regular or Special Meeting of the Board need be specified in the Notice or Waiver of Notice of such meeting.

3.6Quorum: A majority of the directors shall constitute a quorum for the transaction of business at any Board meeting but, if less than such majority be present at a meeting, a majority of the directors present may adjourn the meeting from time to time without further notice.

3.7Manner of Acting: The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board.

3.8Vacancies: Any vacancy occurring on the Board may be filled by the affirmative vote of a majority of the remaining directors though less than a quorum of the Board. A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office. Any directorship to be filled by reason of an increase in the number of directors shall be filled by election at an Annual Meeting or at a Special Shareholder’s Meeting called for that purpose.

3.9Removal: At a meeting of Shareholders called expressly for that purpose, one or more members of the Board (including the entire Board) may be removed, with or without cause, by a vote of the holders of a majority of the shares then entitled to vote on election of directors. (If less than the entire Board is to be removed, no one director may be removed if the votes cast against his removal would be sufficient to elect him if then cumulatively voted at an election of the neuter Board.)

3.10Compensation: By Board Resolution, directors may be paid their expenses, if any, of attendance at each Board meeting or a fixed sum for attendance at each Board meeting or a stated salary as director or any combination of the foregoing. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.

3.11Presumption of Assent: A director of the Corporation present at a Board meeting at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his dissent is entered in the Minutes of the meeting or unless he files his written dissent to such action with the person acting as the Secretary of the meeting before the adjournment thereof or unless he forwards such dissent by registered mail to the Secretary of the Corporation immediately after the adjournment of the meeting. A director who voted in favor of such action may not dissent.

3.12Action by Directors without a Meeting: Any action required or permitted to be taken at a meeting of the Board may be taken without a meeting if a written consent setting forth the action to be taken is signed by each of the directors. Any such written consent shall be inserted in the Minute Book as if it were the Minutes of a Board meeting.

ARTICLE IV
(Officers)

4.1Number: The Officers of the Corporation shall be a President, one or more Vice-Presidents, a Secretary and a Treasurer, each of whom shall be elected by the Board. Such other officers and assistant officers as may be deemed necessary may be elected or appointed by the Board. Any two or more offices may be held by the same person, except the offices of President and Secretary provided that if there is only one Shareholder/Director, then he may be both President and Secretary.

4.2Election and Term of Office: The Officers of the Corporation shall be elected annually by the Board at the Board meeting held after the Annual Meeting of the Shareholders. If the election of officers is not held at such meeting, such election shall be held as soon thereafter as a Board meeting conveniently may be held. Each officer shall hold office until the next Annual Meeting and until his successor shall have been elected and qualified unless he resigns or is removed.

4.3Vacancies: A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board for the unexpired portion of the term.

4.4President: The President shall be the principal executive officer of the Corporation and, subject to the Board’s control, shall supervise and control all of the business and affairs of the Corporation. When present, he shall preside over all Shareholder’s meetings and over all Board meetings. With the Secretary or other officer of the Corporation authorized by the Board, he may sign Certificates for shares of the Corporation, Deed, Mortgages, Bonds, Contracts, or other instruments that the Board has authorized to be executed, except when the signing and execution thereof has been expressly delegated by the Board or by these Bylaws to some other officer or agent of the Corporation or is required by law to be otherwise signed or executed by some other officer or in some other manner. In general, he shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board from time to time.

4.5Vice- President: In the absence of the President or in the event of his death, inability or refusal to act, the Vice-President (or in the event of more than one Vice-President, the Vice-President who was first elected to such office) shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all restrictions upon the President, Vice-Presidents shall perform such other duties as from time to time may be assigned to them by the President or by the Board.

4.6Secretary: The Secretary shall: (a) keep the Minutes of Shareholder’s and Board Meetings in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; (c) be custodian of the

corporate records and of the seal of the Corporation and see that the seal of the Corporation is affixed to all documents, the execution of which on behalf of the Corporation under its seal is duly authorized; (d) keep a register of the post office address of each Shareholder as furnished to the Secretary by each Shareholder; (e) sign with the President, or Vice-President, Certificates for shares of the Corporation, the issuance of which has been authorized by Resolution of the Board; (f) have general charge of the stock transfer books of the Corporation; and (g) in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the President or by the Board.

4.7Treasurer: If required by the Board, the Treasurer shall give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the Board shall determine. He shall have charge and custody of and be responsible for all funds and securities of the Corporation; receive and give receipts for moneys due and payable to the Corporation in such banks, trust companies or other depositories as shall be selected in accordance with the provisions of these Bylaws and in general perform all of the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the President or by the Board.

4.8Salaries: The salaries of the officers shall be fixed from time to time by the Board, and no officer shall be prevented from receiving such salary by reason of the fact that he is also a director of the Corporation.

ARTICLE V
(Contracts, Loans, Checks & Deposits)

5.1Contracts: The Board may authorize any officer or officers, agent or agents, to enter into any Contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances.

5.2Loans: No loans shall be contracted on behalf of the Corporation and no evidences of indebtedness shall be issued in its name unless authorized by a Resolution of the Board. Such authority may be general or confined to specific instances.

5.3Loans to Officers and Directors: No loans shall be made by the Corporation to its officers or directors, unless first approved by the holders of two-thirds of the shares, and no loans shall be made by the Corporation secured by its shares.

5.4Checks, Drafts, etc.: All Checks, Drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation, shall be signed by such officer or officers, agent or agents, of the Corporation and in such manner as from time to time determined by Resolution of the Board.

5.5Deposits: All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as the Board may select.

ARTICLE VI
(Certificates for Shares & Their Transfer)

6.1Certificates for Shares: Certificates representing shares of the Corporation shall be signed by the President or Vice-President and by the Secretary and shall include on their face written notice:

“The shares represented by this Certificate are subject to all the terms and conditions of the Bylaws and Articles of Incorporation of Sage Systems, Inc., and any amendments thereof, copies of which are on file at the office of the Corporation.”

All Certificates shall be consecutively numbered or otherwise identified. The name and address of the person to whom the shares represented thereby are issued, with the number of shares and the date of issue shall be entered on the Stock Transfer Books of the Corporation. All Certificates surrendered to the Corporation for transfer shall be cancelled and no new Certificate shall be issued until the former Certificate for a like number of shares shall have been surrendered and cancelled, except that in case of a lost, destroyed or mutilated Certificate, a new one may be issued therefore upon such terms and indemnity to the Corporation as the Board may prescribe.

6.2Transfer of Shares: Transfer of Shares of the Corporation shall be made only on the Stock Transfer Books of the Corporation by the holder of record thereof or his legal representative, who shall furnish proper evidence of authority to transfer, or by his Attorney-in-Fact authorized by Power of Attorney duly executed and filed with the Secretary of the Corporation, and on surrender for cancellation of the Certificates for such shares. The person in whose name shares stand on the books of the Corporation shall be deemed by the Corporation to be the owner thereof for all purposes.

6.3Share Transfer Restriction: No Shareholder shall sell or otherwise dispose of any of the shares in the Corporation, now or hereafter acquired by him, except under the following terms and conditions:

(a)A person (herein called the “proposing transferor”) desiring to transfer any share or shares in the Corporation shall give notice in writing (herein called “transfer notice”) to the Corporation that he desires to transfer the same. The transfer notice shall specify the price, which shall be expressed in lawful money of the United States and the terms of payment upon which the proposing transferor is prepared to transfer the share or shares and shall constitute the Corporation his agent for the sale thereof to any Shareholder or Shareholders of the Corporation at the price and upon the terms of payment so specified. The transfer notice shall also state whether or not the proposing transferor has had an offer to purchase the shares or any of them from, or proposes to sell the shares or any of them to, any particular person or persons who are not Shareholders, and if so the names and addresses of such persons shall be specified in the transfer notice. The transfer notice shall constitute an offer by the proposing transferor to the other Shareholders of the Corporation holding shares of the class or classes included in the transfer notice and shall not be revocable except with the sanction of the directors. If the transfer notice pertains to shares of more than one class then the consideration and terms of payment for each class of shares shall be stated separately in the transfer notice.

(b)The directors shall forthwith upon receipt thereof transmit the transfer notice to each of the Shareholders, other than the proposing transferor, holding shares of the class or classes set forth in the transfer notice and request the Shareholder to whom the transfer notice is sent to state in writing within 14 days from the date of the transfer notice whether he is willing to accept any, and if so, the maximum number of shares he is willing to accept at the price and upon the terms specified in the transfer notice. A Shareholder shall only be entitled to purchase shares of the class or classes held by him.

(c)Upon the expiration of the 14-day notice period referred to in Article 6.3 (b), if the directors shall have received from the Shareholders entitled to receive the transfer notice sufficient acceptances to take up the full number of shares offered by the transfer notice and, if the transfer notice includes shares of more than one class, sufficient acceptances from the members of each class to take up the full number of shares of each class offered by the transfer notice, the directors shall thereupon apportion shares so offered among the Shareholders so accepting and so far as may be, pro-rata, according to the number of shares held by each of them respectively, and in the case of more than one class of shares, then pro-rata in respect of each class. If the directors shall not have received sufficient acceptances as aforesaid, they may, but only with consent of the proposing transferor who shall not be obligated to sell to Shareholders in the aggregate less than the total number of shares of one or more classes of shares offered by the transfer notice, apportion the shares so offered among the Shareholders so accepting so far as may be according to the number of shares held by each respectively but only up to the amount accepted by such Shareholders respectively. Upon any such apportionment being made, the proposing transferor shall be bound upon payment of the price to transfer the shares to the respective Shareholders to whom the directors have apportioned same. If, in any case, the proposing transferor, having become so bound fails in transferring any share, the Corporation may receive the purchase money for that share and shall upon receipt cause the name of the purchasing Shareholders to be entered in the register as the holder of the shares and cancel the Certificate of the share held by the proposed transferor, whether the same shall be produced to the Corporation or not, and shall hold such purchase money in trust for the proposing transferor. The receipt of the Corporation for the purchase money shall be a good discharge to the purchasing Shareholders and after his name has been entered in the register the validity of the proceedings shall not be questioned by any person.

(d)In the event that some or all of the shares offered shall not be sold under the preceding Articles within the 14-day period referred to in Article 6.3(b), the proposing transferor shall be at liberty for a period of 90 days after the expiration of that period to transfer such of the shares so offered as are not sold to any person provided that he shall not sell them at a price less than that specified in the transfer notice or on terms more favorable to a purchaser than those specified in the transfer notice.

(e)The provisions as to transfer contained in this Article shall not apply:

(i)if before the proposed transfer of shares is made, the transferor shall obtain consents to the proposed transfer from members of the Corporation, who at the time of the transfer are the registered holders of two-thirds or more of the issued shares of the class to be transferred to the Corporation or if the shares comprise more than one class, then from the registered holders of two-thirds or more of the shares of each class to be transferred and such

consent shall be taken to be a waiver of the application of the preceding Articles as regards such transfer; or

(ii)to a transfer of shares desired to be made merely for the purpose of effectuating the appointment of a new trustee for the owner hereof, provided that it is proved to the satisfaction of the Board that such is the case.

(f)Nothing herein shall preclude any Shareholder from transferring by gift or devise any shares to spouse or any child or children of the Shareholder.

ARTICLE VII
(Fiscal Year)

The fiscal year of the Corporation shall be the calendar year.

ARTICLE VIII
(Seal)

The Seal of this Corporation shall consist of the name of the Corporation, the State of its incorporation and the year of its incorporation.

ARTICLE IX
(Waiver of Notice)

Whenever any notice is required to be given to any Shareholder or Director of the Corporation under the provisions of these Bylaws or under the provisions of the Articles of Incorporation or under the provisions of the Washington Business Corporation Act, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

ARTICLE X
(Indemnification)

To the full extent permitted by the Washington Business Corporation Act the Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any civil, criminal, administrative or investigative action, suit or proceeding (whether brought by or in the right of the Corporation or otherwise) by reason of the fact that he is or was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director or officer of another corporation, against expenses (including attorney’s fees), judgments, fines and liabilities, reasonably incurred by or imposed upon him in connection with or resulting from any claim, action, suit, or proceeding, provided that he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interest of the Corporation. The termination of any action, suit, or proceeding by judgment, order, settlement, or conviction or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in, or not opposed to, the best interests of the Corporation. The Board of Directors may obtain insurance on behalf of any person who is or was a director, officer, employee, or agent against any liability arising out of his status as such, whether or not the Corporation would have power to indemnify

him against such liability. The Board of Directors may, at any time, approve indemnification under the Washington Business Corporations Act, of any other person which the Corporation has the power to indemnify. The indemnification provided by this Section shall not be deemed exclusive of any other rights to which a person may be entitled as a matter of law or by contract.

ARTICLE XI
(Amendments)

These Bylaws may be altered, amended or repealed and new Bylaws may be adopted by the Board at any Regular or Special Meeting of the Board.

ADOPTED BY THE BOARD OF DIRECTORS, this 21st day of March, 1995.

/s/ Woodrow J. O’Rourke

Woodrow J. O’Rourke - Director

/s/ Susan N. O’Rourke

Susan N. O’Rourke - Director

/s/ James D. McBride

James D. McBride - Director

/s/ Carol L. McBride

Carol L. McBride - Director

RESOLUTION
of the
BOARD OF DIRECTORS
of
SAGE SYSTEMS, INC.
A Washington Corporation

At a special meeting of the Board of Directors of Sage Systems, Inc. held on the 21st day of March, 1995 at the principal office of the Corporation, the following issues were discussed and resolved:

WHEREAS, the principal office of the Corporation has changed and said change should be reflected in the Corporations Bylaws, and

WHEREAS, Article 3, Section 3.2 of the Corporations Bylaws differs from the Corporations Articles of Incorporation pertaining to the number of Directors on the Board of Directors, and

WHEREAS, Article 3, Section 3.5 of the Corporations Bylaws pertains to the methods of providing Notice of Special Meeting to Directors. Said methods should include the use of Facsimile, and

WHEREAS, Article 3, Section 3.9 of the Corporations Bylaws contains two typographical errors, and

WHEREAS, Article 4, Section 4.2 of the Corporations Bylaws contains one typographical error.

NOW THEREFORE BE IT RESOLVED:

THAT, the Sage Systems, Inc. Bylaws shall be amended to reflect the correct and current address of the principal office of the Corporation;

THAT, Article 3, Section 3.2 of the Corporations Bylaws shall be amended to read as follows:

The number of directors of this Corporation shall be such numbers as determined by the Board of Directors, but not less than three (3), (except where all shares are owned of record by fewer than three (3) shareholders, in which case, the number of directors shall not be less than the number of such shareholders. No decrease in the number of directors shall have the effect of shortening the term of any incumbent director. Each director shall hold office until the next Annual Meeting until his successor shall have been elected and qualifies unless he resigns or is removed. Directors need not be shareholders of the Corporation.

THAT, Article 3, Section 3.5 of the Corporations Bylaws shall be amended to include the use of Facsimile as a method of providing Notice of Special Meeting;

THAT, Article 3, Section 3.9 of the Corporations Bylaws shall be amended by having the word “case” corrected to read “cast” and the word “neitre” corrected to read “neuter”;

THAT, Article 4, Section 4.2 of the Corporations Bylaws shall be amended by having the word “an” corrected to read “and”.

BE IT FURTHER RESOLVED:

THAT, the Corporations Bylaws be further amended to include the signatures of the now current Directors.

CERTIFICATION BY THE PRESIDENT

I, Woodrow J. O’Rourke do hereby certify that I am the President of Sage Systems, Inc. and the above referenced Resolutions were passed at the Special Meeting of the Sage Systems, Inc. Board of Directors held on the 21st day of March, 1995 at the Corporations principal office.

/s/ Woodrow J. O’Rourke

Woodrow J. O’Rourke President

EX-5.1

Exhibit 5.1

[Baker & Hostetler LLP letterhead]

October 3, 2008

Interval Acquisition Corp.

6262 Sunset Drive

South Miami, Florida  33143

Re:	Interval Acquisition Corp.
	9.5% Senior Notes due 2016
	Registration Statement on Form S-4

Ladies and Gentlemen:

We have acted as counsel to Interval Leisure Group, Inc., a Delaware corporation (“ILG”), and Interval Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of ILG (the “Company”), and the other Guarantors (as defined below) in connection with the Registration Statement on Form S-4 (the “Registration Statement”) being filed by the Company with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), relating to the public offering of $300,000,000 aggregate principal amount of 9.5% Senior Notes due 2016 (the “Exchange Notes”) and related guarantees (the “Exchange Guarantees”) by the entities listed on Schedule I hereto (the “Guarantors”).  The Exchange Notes are to be issued pursuant to an exchange offer (the “Exchange Offer”) in exchange for like principal amounts of the issued and outstanding 9.5% Senior Notes due 2016 of the Company (the “Restricted Notes”), together with the guarantees thereof by the Guarantors (the “Restricted Guarantees”), issued under the Indenture, dated as of August 19, 2008, as supplemented by the First Supplemental Indenture, dated as of August 20, 2008 (together, the “Indenture”), by and between the Company and The Bank of New York Mellon, as trustee (the “Trustee”), as contemplated by the Registration Rights Agreement, dated as of August 20, 2008, by and among the Company, the Guarantors and the Noteholders listed on the signature pages thereto.

This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act.

In rendering this opinion, we have examined and relied upon a signed copy of the Registration Statement filed with the Commission. We have also examined originals or copies, certified or otherwise identified to our satisfaction, of the documents and instruments filed as exhibits to the Registration Statement,  records of the corporate proceedings of the Company and the Guarantors and such other agreements, documents, certificates and statements of governmental officials and other instruments as we deemed necessary to render this opinion.  We have assumed the authenticity of all documents submitted to us as originals, the genuineness of all signatures, the legal capacity of all natural persons and the conformity with the original

documents of all documents submitted to us as copies and the authenticity of the originals of such latter documents.

We have assumed and relied, without independent investigation, upon (i) the due formation, existence and good standing of the Company and each Guarantor, (ii) the due authorization, execution and valid delivery of the Indenture, the Restricted Notes, the Restricted Guarantees, the Exchange Notes and the Exchange Guarantees by the respective parties thereto, including the Trustee, the Company and each Guarantor, (iii) the legality, validity and binding effect of the Indenture with respect to the Trustee, (iv) the authentication of the Restricted Notes by the Trustee in the manner provided in the Indenture, and the valid delivery of the same, (v) that the Trustee (a) is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, (b) is duly qualified to engage in the activities contemplated by the Indenture, (c) is in compliance, generally and with respect to acting as a trustee under the Indenture, with all applicable laws and regulations, and (d) has the requisite organizational and legal power and authority to perform its obligations under the Indenture, and (vi) the Indenture shall have become duly qualified under the Trust Indenture Act of 1939, as amended.

Based on the foregoing and subject to the qualifications and limitations set forth below, we are of the opinion that when the Registration Statement, as finally amended (including any post-effective amendments), becomes effective and when the Exchange Notes and the Exchange Guarantees (in the form examined by us) have been executed and authenticated in accordance with the terms of the Indenture and have been delivered upon consummation of the Exchange Offer against receipt of Restricted Notes and the Restricted Guarantees surrendered in exchange therefor in accordance with the terms of the Exchange Offer, (i) the Exchange Notes will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, and (ii) the Exchange Guarantee of each Guarantor will constitute the valid and binding obligation of such Guarantor, enforceable against such Guarantor in accordance with its terms.

The opinions expressed herein may be limited by: (i) the effect of bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or other similar laws relating to or affecting the rights and remedies of creditors; (ii) the effect of general principles of equity, whether enforcement is considered in a proceeding in equity or at law (including the possible unavailability of specific performance or injunctive relief), concepts of materiality, reasonableness, good faith and fair dealing and the discretion of the court before which any proceeding thereof may be brought; (iii) the invalidity under certain circumstances under law or court decisions of provisions providing for the indemnification of or contribution to a party with respect to a liability where such indemnification or contribution is contrary to public policy; and (iv) by general principles of interpretation and rules of construction of contracts.

It is understood that this opinion is to be used only in connection with the offer and sale of the Exchange Notes while the Registration Statement is in effect.

This opinion is expressed as of the date hereof.  Please note that we are opining only as to the matters expressly set forth herein, and no opinion should be inferred as to any other matters.  This opinion is based upon currently existing statutes, rules, regulations and judicial decisions,

2

and we disclaim any obligation to advise you of any change in any of these sources of law or subsequent legal or factual developments which might affect any matters or opinions set forth herein.  We do not find it necessary for the purposes of this opinion to cover, and accordingly we express no opinion as to, the application of the securities or blue sky laws of the various states to the sale of the Exchange Notes.

This opinion is limited to the state laws of the state of New York and the federal laws of the United States of America (together, the “Opined on Law”). We express no opinion herein as to the laws of any other jurisdiction other than the Opined on Law or as to the effect of any such non-opined on law on the opinions herein stated.

We hereby consent to the filing of this opinion as an exhibit to the Company’s Registration Statement on Form S-4 relating to the Exchange Notes and the reference to us under the caption “Legal Matters” in the Registration Statement. In giving this consent, we do not hereby admit that we are included in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission.

Very truly yours,

/s/ Baker & Hostetler LLP

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Schedule I

IIC Holdings, Incorporated

Interval European Holdings Limited

Interval Holdings, Inc.

Interval International Holdings, Inc.

Interval International, Inc.

Interval International Overseas Holdings, Inc.

Interval Leisure Group, Inc.

Interval Resort & Financial Services, Inc.

Interval Software Services, LLC

Interval Vacation Exchange, Inc.

Meragon Financial Services, Inc.

Meridian Financial Services, Inc.

REP Holdings, Ltd.

ResortQuest Hawaii, LLC

ResortQuest Real Estate of Hawaii, LLC

RQI Holdings, LLC

Vacation Holdings Hawaii, Inc.

Worldex Corporation

Worldwide Vacation & Travel, Inc.

XYZII, Inc.

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EX-12.1

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Exhibit 12.1

INTERVAL LEISURE GROUP, INC. AND SUBSIDIARIES
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
(In thousands, except for ratios)
(Unaudited)

		Six Months Ended June 30,				Years Ended December 31,
		2008		2007		2007		2006		2005		2004		2003
Earnings before income taxes and minority interest			71,792		62,576		116,100		93,911		78,447		51,705		24,510
Interest expense			113		116		205		357		623		1,162		2,020
Interest portion of rental expense			1,616		1,562		3,255		3,091		2,856		2,828		2,840
	Pre-tax income plus fixed charges		73,521		64,254		119,560		97,359		81,926		55,695		29,370
Interest expense			113		116		205		357		623		1,162		2,020
Interest portion of rental expense(1)			1,616		1,562		3,255		3,091		2,856		2,828		2,840
	Total fixed charges		1,729		1,678		3,460		3,448		3,479		3,990		4,860
Ratio of earnings to fixed charges			42.5		38.3		34.6		28.2		23.5		14.0		6.0

(1)

For purposes of computing the ratio of earnings to fixed charges, earnings consist of earnings before income taxes and minority interest plus fixed charges. Fixed charges consist of interest expense and a portion (approximately 33%) of rental expense that management believes is representative of the interest component of rental expense.

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Exhibit 12.1

INTERVAL LEISURE GROUP, INC. AND SUBSIDIARIES COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES (In thousands, except for ratios) (Unaudited)

EX-23.1

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Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

        We consent to the reference to our firm under the caption "Experts" and to the use of our report dated May 5, 2008 in the Registration Statement (Form S-4 No. 333-XXXXX) and related Prospectus of Interval Leisure Group, Inc. and subsidiaries dated October 3, 2008.

/s/ Ernst & Young LLP

New York, New York
September 29, 2008

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Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

EX-25.1

Exhibit 25.1

FORM T-1

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2)           o

THE BANK OF NEW YORK MELLON

(Exact name of trustee as specified in its charter)

New York
(State of incorporation
if not a U.S. national bank) 13-5160382
(I.R.S. employer
identification no.)

One Wall Street, New York, N.Y.
(Address of principal executive offices) 10286
(Zip code)

INTERVAL ACQUISITION CORP.

(Exact name of obligor as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization) 36-4189885
(I.R.S. employer
identification no.)

6262 Sunset Drive
Miami, Florida
(Address of principal executive offices) 33143
(Zip code)

INTERVAL LEISURE GROUP, INC.
(Exact name of obligor as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization) 26-2590997
(I.R.S. employer
identification no.)

IIC Holdings, Incorporated
(Exact name of obligor as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization) 36-4197698
(I.R.S. employer
identification no.)

Interval European Holdings Limited
(Exact name of obligor as specified in its charter)

England and Wales and Delaware
(State or other jurisdiction of
incorporation or organization) 06-1427289
(I.R.S. employer
identification no.)

Interval Holdings, Inc.
(Exact name of obligor as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization) 06-1428126
(I.R.S. employer
identification no.)

Interval International Holdings, Inc.
(Exact name of obligor as specified in its charter)

Florida
(State or other jurisdiction of
incorporation or organization) 65-0575608
(I.R.S. employer
identification no.)

2

Interval International, Inc.
(Exact name of obligor as specified in its charter)

Florida
(State or other jurisdiction of
incorporation or organization) 59-2367254
(I.R.S. employer
identification no.)

Interval International Overseas Holdings, Inc.
(Exact name of obligor as specified in its charter)

Florida
(State or other jurisdiction of
incorporation or organization) 65-0575611
(I.R.S. employer
identification no.)

Interval Resort & Financial Services, Inc.
(Exact name of obligor as specified in its charter)

Florida
(State or other jurisdiction of
incorporation or organization) 65-0614258
(I.R.S. employer
identification no.)

Interval Software Services, LLC
(Exact name of obligor as specified in its charter)

Florida
(State or other jurisdiction of
incorporation or organization) 65-1133709
(I.R.S. employer
identification no.)

Interval Vacation Exchange, Inc.
(Exact name of obligor as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization) 06-1428446
(I.R.S. employer
identification no.)

3

Meragon Financial Services, Inc.
(Exact name of obligor as specified in its charter)

North Carolina
(State or other jurisdiction of
incorporation or organization) 56-2220495
(I.R.S. employer
identification no.)

Meridian Financial Services, Inc.
(Exact name of obligor as specified in its charter)

North Carolina
(State or other jurisdiction of
incorporation or organization) 56-1663191
(I.R.S. employer
identification no.)

REP Holdings, LTD.
(Exact name of obligor as specified in its charter)

Hawaii
(State or other jurisdiction of
incorporation or organization) 99-0335453
(I.R.S. employer
identification no.)

RQI Holdings, LLC
(Exact name of obligor as specified in its charter)

Hawaii
(State or other jurisdiction of
incorporation or organization) 03-0530842
(I.R.S. employer
identification no.)

ResortQuest Hawaii, LLC
(Exact name of obligor as specified in its charter)

Hawaii
(State or other jurisdiction of
incorporation or organization) 13-4207830
(I.R.S. employer
identification no.)

4

ResortQuest Real Estate of Hawaii, LLC
(Exact name of obligor as specified in its charter)

Hawaii
(State or other jurisdiction of
incorporation or organization) 99-0266391
(I.R.S. employer
identification no.)

Vacation Holdings Hawaii, Inc.
(Exact name of obligor as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization) 87-0799653
(I.R.S. employer
identification no.)

Worldex Corporation
(Exact name of obligor as specified in its charter)

Florida
(State or other jurisdiction of
incorporation or organization) 59-2229404
(I.R.S. employer
identification no.)

Worldwide Vacation & Travel, Inc.
(Exact name of obligor as specified in its charter)

Florida
(State or other jurisdiction of
incorporation or organization) 22-2362974
(I.R.S. employer
identification no.)

XYZII, Inc.
(Exact name of obligor as specified in its charter)

Washington
(State or other jurisdiction of
incorporation or organization) 91-1326725
(I.R.S. employer
identification no.)

5

9.5% Senior Notes due 2016

Guarantees of the 9.5% Senior Notes due 2016

(Title of the indenture securities)

6

1.General information.  Furnish the following information as to the Trustee:

(a)Name and address of each examining or supervising authority to which it is subject.

Name	Address
Superintendent of Banks of the State of New York	One State Street, New York, N.Y. 10004-1417, and Albany, N.Y. 12223
Federal Reserve Bank of New York	33 Liberty Street, New York, N.Y. 10045
Federal Deposit Insurance Corporation	Washington, D.C. 20429
New York Clearing House Association	New York, New York 10005

(b)Whether it is authorized to exercise corporate trust powers.

Yes.

2.Affiliations with Obligor.

If the obligor is an affiliate of the trustee, describe each such affiliation.

None.

16.List of Exhibits.

Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the “Act”) and 17 C.F.R. 229.10(d).

1.A copy of the Organization Certificate of The Bank of New York Mellon (formerly known as The Bank of New York, itself formerly Irving Trust Company) as now in effect, which contains the authority to commence business and a grant of powers to exercise corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1 filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with Registration Statement No. 33-21672, Exhibit 1 to Form T-1 filed with Registration Statement No. 33-29637, Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121195 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-152735).

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4.A copy of the existing By-laws of the Trustee.  (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-121195).

6.The consent of the Trustee required by Section 321(b) of the Act (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-152735).

7.A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.

8

SIGNATURE

Pursuant to the requirements of the Act, the Trustee, The Bank of New York Mellon, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of New York, and State of New York, on the 26th day of September, 2008.

THE BANK OF NEW YORK MELLON
By:	/S/         SHERMA THOMAS
	Name:   SHERMA THOMAS
	Title:     ASSISTANT TREASURER

9

EX-99.2

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Exhibit 99.2

LETTER OF TRANSMITTAL

INTERVAL ACQUISITION CORP.

offer to exchange all outstanding
9.5% Senior Notes due 2016 and
the related guarantees

for

9.5% Senior Notes due 2016
and the related guarantees
which have been registered under the Securities Act of 1933,
as amended, pursuant to the prospectus dated    •    , 2008

THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M.,
NEW YORK CITY TIME, ON    •    , 2008, UNLESS EXTENDED.

The exchange agent for the exchange offer is:

The Bank of New York Mellon
Corporate Trust Operations
Reorganization Unit
101 Barclay Street—7 East
New York, NY 10286
Attn: Mr. Randolph Holder

Facsimile: 212-298-1915
For confirmation call: 212-815-5098

        Delivery of this letter of transmittal to an address other than as set forth above or transmission of this letter of transmittal via facsimile to a number other than as set forth above will not constitute valid delivery.

        The instructions contained herein should be read carefully before this letter of transmittal is completed.

        Do not complete or return this letter of transmittal if your outstanding notes are held in an account with a Broker, Dealer, Commercial Bank Or Trust Company. This letter of transmittal is being supplied for your information only. The institution holding your outstanding notes will supply you with separate instructions regarding the tender of your outstanding notes.

        The undersigned acknowledges that he or she has received the prospectus, dated    •    , 2008 (the "prospectus"), of Interval Acquisition Corp., a Delaware corporation (the "Company") and certain subsidiaries and the parent of the Company (the "Guarantors"), and this letter of transmittal (this "letter"), which together constitute the Company's and the Guarantors' offer (the "exchange offer") to exchange an aggregate principal amount of $300,000,000 of the Company's 9.5% Senior Notes due 2016, including the guarantees thereof by the Guarantors (the "exchange notes"), which have been registered under the Securities Act of 1933, as amended (the "Securities Act"), for a like principal

amount of the Company's issued and outstanding 9.5% Senior Notes due 2016, including the guarantees thereof by the Guarantors (the "restricted notes"), from the registered holders thereof (the "holders"). In the event of any conflict between this letter and the prospectus, the prospectus shall govern.

        For each restricted note accepted for exchange, the holder of such restricted note will receive an exchange note having a principal amount equal to that of the surrendered restricted note. The exchange notes will bear interest from the most recent date to which interest has been paid on the restricted notes or, if no interest has been paid on the restricted notes, from August 19, 2008. Accordingly, registered holders of exchange notes on the relevant record date for the first interest payment date following the consummation of the exchange offer will receive interest accruing from the most recent date to which interest has been paid or, if no interest has been paid, from August 19, 2008. Restricted notes accepted for exchange will cease to accrue interest from and after the date of consummation of the exchange offer. Holders of restricted notes whose restricted notes are accepted for exchange will not receive any payment in respect of accrued interest on such restricted notes otherwise payable on any interest payment date the record date for which occurs on or after consummation of the exchange offer.

        The Company reserves the right, at any time or from time to time, to extend the exchange offer at its discretion, in which event the term "expiration date" shall mean the latest time and date to which the exchange offer is extended. The Company shall notify the holders of the restricted notes of any extension as promptly as practicable by oral or written notice thereof.

        This letter is to be completed by a holder of restricted notes if either (a) a tender of restricted notes is to be made by book-entry transfer to the account of the exchange agent at The Depository Trust Company (the "book entry transfer facility"), pursuant to the procedures for tender by book-entry transfer set forth in the prospectus under "The Exchange Offer—Procedures for Tendering Old Notes—Book-Entry Transfers" and an agent's message, as defined below, is not delivered, or (b) certificates for such restricted notes are to be forwarded herewith. Certificates or book-entry confirmation of the transfer of restricted notes into the exchange agent's account at the book-entry transfer facility, as well as this letter, properly completed and duly executed, with any required signature guarantees, and any other documents required by this letter, must be received by the exchange agent at its address set forth herein on or prior to the expiration date. Tenders by book-entry transfer may also be made by delivering an agent's message in lieu of this letter. The term "agent's message" means a message transmitted to the exchange agent by the book-entry transfer facility which states that the book entry transfer facility has received an express acknowledgment that the tendering holder agrees to be bound by this letter and that the Company and the Guarantors may enforce this letter against such holder. Holders of restricted notes who are unable to deliver confirmation of the book-entry tender of their restricted notes into the exchange agent's account at the book-entry transfer facility (a "book-entry confirmation") and all other documents required by this letter to the exchange agent on or prior to the expiration date must tender their restricted notes according to the guaranteed delivery procedures set forth in "The Exchange Offer—Procedures for Tendering Old Notes—Guaranteed Delivery Procedures" section of the prospectus. See Instruction 1.

2

DELIVERY OF DOCUMENTS TO THE BOOK-ENTRY TRANSFER FACILITY
DOES NOT CONSTITUTE DELIVERY TO THE EXCHANGE AGENT.

        The undersigned has completed the appropriate boxes below and signed this letter to indicate the action the undersigned desires to take with respect to the exchange offer.

        List below the restricted notes to which this letter relates. If the space provided below is inadequate, the certificate numbers and principal amount of restricted notes should be listed on a separate signed schedule affixed hereto.

All tendering holders complete this box:

DESCRIPTION OF RESTRICTED NOTES
Name(s) and Address(es) of Registered Holder(s) (Please fill in, if Blank)		Aggregate Principal Amount of Restricted Note(s)	Principal Amount Tendered*
	Total
*	Unless otherwise indicated in this column, a holder will be deemed to have tendered ALL of the restricted notes represented by the restricted notes indicated in the previous column. See Instruction 7. Restricted notes tendered hereby must be in denominations of principal amount of $1,000 and any integral multiple thereof. See Instruction 1.

        The undersigned has completed, executed and delivered this letter of transmittal to indicate the action the undersigned desires to take with respect to the exchange offer. Holders who wish to tender their outstanding notes must complete this letter of transmittal in its entirety.

Boxes below to be checked by eligible institutions only:

o

Check here if tendered restricted notes are being delivered by book-entry transfer made to the account maintained by the exchange agent with the book entry transfer facility and complete the following:

        Name of tendering institution:

        DTC account number:

        Transaction code number:

3

o

Check here and enclose a photocopy of the notice of guaranteed delivery if tendered restricted notes are being delivered pursuant to a notice of guaranteed delivery previously sent to the exchange agent and complete the following (see Instruction 1):

        Name(s) of registered holder(s):

        Window ticket number (if any):

        Date of execution of notice of guaranteed delivery:

        Name of institution which guaranteed delivery:

If guaranteed delivery is to be made by book-entry transfer:

        Name of tendering institution:

        DTC account number:

        Transaction code number:

o

Check here if tendered by book-entry transfer and non-exchanged restricted notes are to be returned by crediting the DTC account number set forth above.

o

Check here if you are a broker-dealer who acquired the restricted notes for your own account as a result of market-making or other trading activities (a "participating broker-dealer") and wish to receive 10 additional copies of the prospectus and 10 copies of any amendments or supplements thereto.

        Name:

        Address:

        If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of exchange notes. If the undersigned is a broker-dealer that will receive exchange notes, it acknowledges that such restricted notes were acquired by such broker-dealer as a result of market-making or other trading activities and that it must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction, including the delivery of a prospectus that contains information with respect to any selling holder required by the Securities Act in connection with any resale of the exchange notes; however, by so acknowledging and by delivering such a prospectus, the undersigned will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. If the undersigned is a broker-dealer that will receive exchange notes, it represents that the restricted notes to be exchanged for the exchange notes were acquired as a result of market-making activities or other trading activities.

4

PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY

Ladies and Gentlemen:

        Upon the terms and subject to the conditions of the exchange offer, the undersigned hereby tenders to the Company (which, for purposes hereof, shall be deemed to include the Guarantors) the aggregate principal amount of restricted notes indicated above. Subject to, and effective upon, the acceptance for exchange of the restricted notes tendered hereby, the undersigned hereby sells, assigns and transfers to, or upon the order of, the Company all right, title and interest in and to such restricted notes as are being tendered hereby.

        The undersigned hereby irrevocably constitutes and appoints the exchange agent as the undersigned's true and lawful agent and attorney-in-fact with respect to such tendered restricted notes, with full power of substitution, among other things, to cause the restricted notes to be assigned, transferred and exchanged. The undersigned hereby represents and warrants that the undersigned has full power and authority to tender, sell, assign and transfer the restricted notes, and to acquire exchange notes issuable upon the exchange of such tendered restricted notes, and that, when the same are accepted for exchange, the Company will acquire good and unencumbered title thereto, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claim when the same are accepted by the Company. The undersigned hereby further represents that (i) any exchange notes acquired in exchange for restricted notes tendered hereby will have been acquired in the ordinary course of business of the person receiving such exchange notes, whether or not such person is the undersigned, (ii) neither the holder of such restricted notes nor any such other person is participating in, intends to participate in or has an arrangement or understanding with any person to participate in the distribution of such exchange notes in violation of the provisions of the Securities Act, (iii) neither the holder of such restricted notes nor any such other person is an "affiliate," as defined in Rule 405 under the Securities Act, of the Company or any Guarantor or, if it is an "affiliate" it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable, (iv) if such holder is a broker-dealer that will receive exchange notes for its own account in exchange for registrable notes that were acquired as a result of market-making or other trading activities, then such holder will deliver a prospectus (or, to the extent permitted by law, make available a prospectus to purchasers) in connection with any resale of such exchange securities, and (v) the undersigned is not acting on behalf of any person who could not truthfully make the foregoing representations.

        The undersigned acknowledges that this exchange offer is being made in reliance on interpretations by the staff of the Securities and Exchange Commission (the "SEC"), as set forth in no-action letters issued to third parties, that the exchange notes issued pursuant to the exchange offer in exchange for the restricted notes may be offered for resale, resold and otherwise transferred by holders thereof (other than any such holder that is an "affiliate" of the Company within the meaning of Rule 405 under the Securities Act), without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that such exchange notes are acquired in the ordinary course of such holders' business and such holders have no arrangement with any person to participate in the distribution of such exchange notes. However, the SEC has not considered the exchange offer in the context of a no-action letter and there can be no assurance that the staff of the SEC would make a similar determination with respect to the exchange offer as in other circumstances. If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of exchange notes and has no arrangement or understanding to participate in a distribution of exchange notes. If any holder is an affiliate of the Company, is engaged in or intends to engage in or has any arrangement or understanding with respect to the distribution of the exchange notes to be acquired pursuant to the exchange offer, such holder (i) could not rely on the applicable interpretations of the staff of the SEC and (ii) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction. If the undersigned is a broker-dealer that will receive exchange notes for its own account in exchange for restricted notes,

5

it represents that the restricted notes to be exchanged for the exchange notes were acquired by it as a result of market-making activities or other trading activities and acknowledges that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such exchange notes; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act.

        The undersigned will, upon request, execute and deliver any additional documents deemed by the Company to be necessary or desirable to complete the sale, assignment and transfer of the restricted notes tendered hereby. All authority conferred or agreed to be conferred in this letter and every obligation of the undersigned hereunder shall be binding upon the successors, assigns, heirs, executors, administrators, trustees in bankruptcy and legal representatives of the undersigned and shall not be affected by, and shall survive, the death or incapacity of the undersigned. This tender may be withdrawn only in accordance with the procedures set forth in "The Exchange Offer—Withdrawal Rights" section of the prospectus.

        Unless otherwise indicated herein in the box entitled "Special Issuance Instructions" below, please credit the account indicated above maintained at the book-entry transfer facility. Similarly, unless otherwise indicated under the box entitled "Special Delivery Instructions" below, please send the exchange notes (and, if applicable, substitute certificates representing restricted notes for any restricted notes not exchanged) to the undersigned at the address shown above in the box entitled "Description of Restricted Notes."

The undersigned, by completing the box entitled "Description of Restricted Notes" above and signing this letter, will be deemed to have tendered the restricted notes as set forth in such box above.

6

SPECIAL ISSUANCE INSTRUCTIONS
(See Instruction 3)

        To be completed ONLY if restricted notes not exchanged and/or exchange notes are to be issued in the name of and sent to someone other than the person or persons whose signature(s) appear(s) on this letter above, or if restricted notes delivered by book-entry transfer which are not accepted for exchange are to be returned by credit to an account maintained at the book-entry transfer facility other than the account indicated above.

Issue exchange notes and/or restricted notes to:

Name(s):	(Please type or print)
	(Please type or print)
Address:
	(Zip Code)

(Complete Substitute Form W-9)
o	Credit unexchanged restricted notes delivered by book-entry transfer to the book-entry transfer facility account set forth below.
(Book-entry transfer facility account number, if applicable)

SPECIAL DELIVERY INSTRUCTIONS
(See Instruction 3)

        To be completed ONLY if restricted notes not exchanged and/or exchange notes are to be sent to someone other than the person or persons whose signature(s) appear(s) on this letter above or to such person or persons at an address other than shown in the box entitled "Description of Restricted Notes" on this letter above.

Mail exchange notes and/or restricted notes to:

Name(s):	(Please type or print)
	(Please type or print)
Address:
	(Zip Code)

Important: This letter or a facsimile hereof or an agent's message in lieu thereof (together a book-entry confirmation and all other required documents or the notice of guaranteed delivery) must be received by the exchange agent prior to 5:00 p.m., New York City time, on the expiration date.

Please read this entire letter of transmittal
carefully before completing any box above.

7

PLEASE SIGN HERE
(to be completed by all tendering holders)
(complete accompanying substitute Form W-9 below)

X
X
(Signature(s) of owner)	(Date)

Area code and telephone number:

            If a holder is tendering any restricted notes, this letter must be signed by the registered holder(s) as the name(s) appear(s) on the certificate(s) for the restricted notes or by any person(s) authorized to become registered holder(s) by endorsements and documents transmitted herewith. If signature is by a trustee, executor, administrator, guardian, officer or other person acting in a fiduciary or representative capacity, please set forth full title. See Instruction 2.

Name(s):	(Please type or print)
Capacity:
Address:
	(Zip Code)

SIGNATURE GUARANTEE
(If required by Instruction 2)

Signature(s) guaranteed by an eligible institution:
	(Authorized signature)
(Title)
(Name and firm)

Dated: ,

8

INSTRUCTIONS
Forming part of the terms and conditions of the exchange offer.

1.

Delivery of this letter and notes; Guaranteed delivery procedures.

        A holder of restricted notes may tender the same by (i) properly completing and signing this letter of transmittal or a facsimile thereof (all references in the prospectus to the letter of transmittal shall be deemed to include a facsimile thereof) and delivering the same, together with the certificate or certificates, if applicable, representing the restricted notes being tendered and any required signature guarantees and any other documents required by this letter of transmittal, to the exchange agent at its address set forth herein prior to 5:00 p.m., New York City time, on the expiration date, (ii) complying with the procedure for book-entry transfer described below and set forth in "The Exchange Offer—Procedures for Tendering Old Notes—Book-Entry Transfers" section of the prospectus, or (iii) complying with the guaranteed delivery procedures described below and set forth in "The Exchange Offer—Procedures for Tendering Old Notes—Guaranteed Delivery" section of the prospectus. Registered notes tendered hereby must be in denominations of principal amount of $1,000 and any integral multiple thereof.

        The exchange agent will make a request to establish an account with respect to the restricted notes at The Depositary Trust Company ("DTC"), as the book-entry transfer facility, for purposes of the exchange offer promptly after the date of the prospectus. Any financial institution that is a participant in DTC's system may make book-entry delivery of restricted notes by causing DTC to transfer such restricted notes into the exchange agent's account at DTC in accordance with DTC's Automated Tender Offer Program procedures for such transfer. However, although delivery of restricted notes may be effected through book-entry transfer at DTC, an agent's message in connection with book-entry transfer and any other required documents must, in any case, be transmitted to and received by the exchange agent at the address set forth herein on or prior to the expiration date or the guaranteed delivery procedures, described below and in "The Exchange Offer—Procedures for Tendering Old Notes—Guaranteed Delivery" section of the prospectus, must be complied with.

        A holder may tender restricted notes that are held through DTC by transmitting its acceptance through DTC's Automatic Tender Offer Program, for which the transaction will be eligible, and DTC will then edit and verify the acceptance and send an agent's message to the exchange agent for its acceptance. The term "agent's message" means a message transmitted to the exchange agent by DTC which states that the DTC has received an express acknowledgment that the tendering holder agrees to be bound by the letter of transmittal and that the Company and the Guarantors may enforce the letter of transmittal against such holder. Delivery of an agent's message will also constitute an acknowledgement from the tendering DTC participant that the representations and warranties set forth in this letter of transmittal are true and correct.

        DELIVERY OF THE AGENT'S MESSAGE BY DTC WILL SATISFY THE TERMS OF THE EXCHANGE OFFER AS TO EXECUTION AND DELIVERY OF A LETTER OF TRANSMITTAL BY THE PARTICIPANT IDENTIFIED IN THE AGENT'S MESSAGE. DTC PARTICIPANTS MAY ALSO ACCEPT THE EXCHANGE OFFER BY SUBMITTING A NOTICE OF GUARANTEED DELIVERY THROUGH THE AUTOMATIC TENDER OFFER PROGRAM.

        Holders who cannot deliver required documents to the exchange agent on or prior to the expiration date, or who cannot complete the procedure for book-entry transfer on a timely basis, may tender their restricted notes pursuant to the guaranteed delivery procedures set forth in "The Exchange Offer—Procedures for Tendering Old Notes—Guaranteed Delivery" section of the prospectus. Pursuant to such procedures, (a) such tender must be made by or through an eligible institution, (b) the properly completed and duly executed notice of guaranteed delivery must (i) state that the tender is being made, (ii) set forth the name and address of the holder of the restricted notes being tendered and the amount

9

of the restricted notes being tendered, and (iii) guarantee that, within three New York Stock Exchange trading days after the date of execution of the notice of guaranteed delivery, the certificates for all physically tendered restricted notes, in proper form for transfer, or a book-entry confirmation, as the case may be, together with a properly completed and duly executed letter of transmittal, or an agent's message in lieu thereof, with any required signature guarantees and any other documents required by this letter of transmittal, will be deposited by the eligible institution with the exchange agent, and (c) the exchange agent must receive the certificates for the restricted notes, or a book-entry confirmation, and a properly completed and duly executed letter of transmittal, or an agent's message in lieu thereof, with any required signature guarantees and any other documents required by this letter of transmittal within three New York Stock Exchange trading days after the date of execution of the notice of guaranteed delivery.

        The method of delivery of certificates for the restricted notes, this letter of transmittal and all other required documents is at your election and sole risk. If delivery is by mail, we recommend registered mail with return receipt requested, properly insured, or overnight delivery service. In all cases, you should allow sufficient time to ensure delivery to the exchange agent before the expiration date. Delivery is complete when the exchange agent actually receives the items to be delivered. Delivery of documents to DTC in accordance with DTC's procedures does not constitute delivery to the exchange agent. Do not send letters of transmittal, certificates representing restricted notes or other documents to the Company or any Guarantor.

        See "The Exchange Offer" section of the prospectus.

2.

Signatures on this letter; Bond powers and endorsements; Guarantee of signatures.

        If any tendered restricted notes are owned of record by two or more joint owners, all of such owners must sign this letter.

        When this letter is signed by the registered holder or holders of the restricted notes specified herein and tendered hereby, no separate bond powers are required. If, however, the exchange notes are to be issued to a person other than the registered holder, then separate bond powers are required.

        If this letter or bond powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing, and, unless waived by the Company, proper evidence satisfactory to the Company of their authority to so act must be submitted.

        Signatures on bond powers required by this Instruction 2 must be guaranteed by a firm that is a financial institution (including most banks, savings and loan associations and brokerage houses) that is a participant in the Securities Transfer Agents Medallion Program, the New York Stock Exchange Medallion Signature Program or the Stock Exchanges Medallion Program (each an "eligible institution").

        Signatures on this letter need not be guaranteed by an eligible institution, provided the restricted notes are tendered (i) by a registered holder of restricted notes (which term, for purposes of the exchange offer, includes any participant in the book-entry transfer facility system whose name appears on a security position listing as the holder of such restricted notes) who has not completed the box entitled "Special Issuance Instructions" or "Special Delivery Instructions" on this letter or (ii) for the account of an eligible institution.

3.

Special issuance and delivery instructions.

        Tendering holders of restricted notes should indicate in the applicable box the name and address to which exchange notes issued pursuant to the exchange offer are to be sent, if different from the name or address of the person signing this letter. In the case of issuance in a different name, the employer identification or social security number of the person named must also be indicated. Holders

10

tendering restricted notes by book-entry transfer may request that restricted notes not exchanged be credited to such account maintained at the book-entry transfer facility as such noteholder may designate hereon. If no such instructions are given, such restricted notes not exchanged will be returned to the name and address of the person signing this letter.

4.

Transfer taxes.

        The Company will pay all transfer taxes, if any, applicable to the transfer of restricted notes to it or its order pursuant to the exchange offer. If, however, exchange notes and/or substitute restricted notes not exchanged are to be delivered to, or are to be registered or issued in the name of, any person other than the registered holder of the restricted notes tendered hereby, or if tendered restricted notes are registered in the name of any person other than the person signing this letter, or if a transfer tax is imposed for any reason other than the transfer of restricted notes to the Company or its order pursuant to the exchange offer, the amount of any such transfer taxes (whether imposed on the registered holder or any other persons) will be payable by the tendering holder. Exchange notes will not be issued unless satisfactory evidence of payment of such taxes or exemption therefrom is established by the registered holder.

5.

Waiver of conditions.

        The Company reserves the absolute right to waive satisfaction of any or all conditions enumerated in the prospectus.

6.

No conditional tenders.

        No alternative, conditional, irregular or contingent tenders will be accepted. All tendering holders of restricted notes, by execution of this letter, shall waive any right to receive notice of the acceptance of their restricted notes for exchange.

        Neither the Company, the exchange agent nor any other person is obligated to give notice of any defect or irregularity with respect to any tender of restricted notes nor shall any of them incur any liability for failure to give any such notice.

7.

Partial tenders; Withdrawal rights.

        If less than all of the restricted notes evidenced by a submitted certificate are to be tendered, the tendering holder(s) should fill in the aggregate principal amount of restricted notes tendered in the box entitled "Description of Restricted Notes—Principal Amount Tendered." A newly issued certificate for the restricted notes submitted but not tendered will be sent to such holder as soon as practicable after the expiration date. All restricted notes delivered to the exchange agent will be deemed to have been tendered unless otherwise clearly indicated.

        Tenders of restricted notes may be withdrawn at any time prior to 5:00 p.m., New York City time, on the expiration date.

        For a withdrawal of a tender of restricted notes to be effective, a written notice of withdrawal must be received by the exchange agent at the address set forth above prior to 5:00 p.m., New York City time, on the expiration date. Any such notice of withdrawal must (i) specify the name of the person having tendered the restricted notes to be withdrawn (the "depositor"), (ii) identify the restricted notes to be withdrawn (including the principal amount of such restricted notes), and (iii) where certificates for restricted notes are transmitted, identify the name of the registered holder of the restricted notes, if different from that of the person withdrawing the restricted notes. If you delivered or otherwise identified certificated restricted notes to the exchange agent, you must submit the serial numbers of the restricted notes to be withdrawn and the signature on the notice of withdrawal must be guaranteed by an eligible institution, except in the case of restricted notes tendered for the account of an eligible institution. See "The Exchange Offer—Procedures for Tendering Old Notes—Signature Guarantees"

11

for further information on the requirements for guarantees of signatures on notices of withdrawal. If you tendered restricted notes in accordance with applicable book-entry transfer procedures, the notice of withdrawal must specify the name and number of the account at DTC to be credited with the withdrawn restricted notes and you must deliver the notice of withdrawal to the exchange agent. You may not rescind withdrawals of tender; however, restricted notes properly withdrawn may again be tendered at any time on or prior to the expiration date in accordance with the procedures described under "The Exchange Offer—Procedures for Tendering Old Notes."

        The Company will determine, in its sole and absolute discretion, all questions regarding the validity, form and eligibility, including time of receipt, of notices of withdrawal. Its determination of these questions as well as its interpretation of the terms and conditions of the exchange offer, including this letter of transmittal, will be final and binding on all parties. None of the Company and the Guarantors, any of their respective affiliates or assigns, the exchange agent or any other person is under any obligation to give notice of any irregularities in any notice of withdrawal, nor will any of them be liable for failing to give any such notice.

        Withdrawn restricted notes will be returned to the holder as promptly as practicable after withdrawal without cost to the holder. In the case of restricted notes tendered by book-entry transfer through DTC, the restricted notes withdrawn will be credited to an account maintained with DTC.

8.

Mutilated, lost, stolen or destroyed restricted notes.

        Any holder whose restricted notes have been mutilated, lost, stolen or destroyed should contact the exchange agent at the address set forth herein for further instructions.

9.

Requests for assistance or additional copies.

        Questions relating to the procedure for tendering, requests for additional copies of the prospectus and this letter, and requests for notices of guaranteed delivery and other related documents may be directed to the exchange agent at the address and telephone number indicated above. All other questions regarding the exchange offer should be directed to the following address or phone number:

Attn: General Counsel
Interval Leisure Group
6262 Sunset Drive
Miami, Florida 33143
(305) 666-1861

12

IMPORTANT TAX INFORMATION

TO ENSURE COMPLIANCE WITH TREASURY DEPARTMENT CIRCULAR 230, YOU ARE HEREBY NOTIFIED THAT: (A) ANY FEDERAL TAX ADVICE CONTAINED HEREIN IS NOT INTENDED OR WRITTEN TO BE USED, AND CANNOT BE USED BY ANY TAXPAYER FOR THE PURPOSE OF AVOIDING PENALTIES THAT MAY BE IMPOSED UNDER THE INTERNAL REVENUE CODE; (B) THE ADVICE IS WRITTEN IN CONNECTION WITH THE PROMOTION OR MARKETING OF THE TRANSACTION OR THE MATTERS ADDRESSED HEREIN; AND (C) THE TAXPAYER SHOULD SEEK ADVICE BASED ON THE TAXPAYER'S PARTICULAR CIRCUMSTANCES FROM AN INDEPENDENT TAX ADVISOR.

        To prevent backup withholding on interest payments on the notes, each U.S. Holder (as defined below) should either (x) provide his, her or its correct taxpayer identification number ("TIN") by completing the copy of the substitute IRS Form W-9 attached to this letter of transmittal, certifying that (1) he, she or it is a "United States person" (as defined in section 7701(a)(30) of the Internal Revenue Code of 1986, as amended (the "Code")), (2) the TIN provided is correct (or that such U.S. Holder is awaiting a TIN) and (3) that the U.S. Holder is exempt from backup withholding because (i) the holder has not been notified by the Internal Revenue Service (the "IRS") that he, she or it is subject to backup withholding as a result of a failure to report all interest or dividends, or (ii) the IRS has notified the U.S. Holder that he, she or it is no longer subject to backup withholding or (y) otherwise establish an exemption. If you do not provide a completed Substitute Form W-9 to the withholding agent, backup withholding may begin and continue until you furnish your TIN. If you do not provide the withholding agent with the correct TIN or an adequate basis for exemption, you may be subject to a $50 penalty imposed by the IRS, and payments may be subject to backup withholding at a rate of 28% (until 2010, at which time the rate is currently scheduled to be 31%). If withholding results in an overpayment of taxes, a refund may be obtained.

        To prevent backup withholding, a Non-U.S. Holder should (i) submit a properly completed IRS Form W-8 BEN or other Form W-8 to the exchange agent, certifying under penalties of perjury to the holder's foreign status or (ii) otherwise establish an exemption. IRS Forms W-8 may be obtained on the web at www.irs.gov.

        Certain holders (including, among others, corporations) are exempt recipients generally not subject to these backup withholding requirements. See the enclosed copy of the IRS Substitute Form W-9 and Guidelines for Request for Taxpayer Identification Number on Substitute Form W-9. To avoid possible erroneous backup withholding, exempt U.S. Holders, while not required to file Substitute Form W-9, should complete and return the Substitute Form W-9 and check the "Exempt" box on its face.

        For the purposes of these instructions, a "U.S. Holder" is (i) an individual who is a citizen or resident alien of the United States, (ii) a corporation (including an entity taxable as a corporation) created under the laws of the United States or of any political subdivision thereof, (iii) an estate the income of which is subject to U.S. federal income tax regardless of its source or (iv) a trust if (a) a court within the United States is able to exercise primary supervision over the administration of the trust and one or more U.S. persons have the authority to control all substantial decisions of the trust or (b) the trust has a valid election in effect under applicable Treasury regulations to be treated as a U.S. person. Holders that are, or hold notes through, partnerships and other pass-through entities should consult their tax advisors regarding their treatment for purposes of these instructions. A "Non-U.S. Holder" is any holder (other than a holder that is, or holds its shares through, a partnership or other pass-through entity) that is not a U.S. Holder.

        If a partnership (including any entity or arrangement treated as a partnership or other pass-through entity for United States federal income tax purposes) is a holder of a note, the United States federal income tax treatment of a partner in the partnership will generally depend on the status of the partner and the activities of the partnership. Partners and partnerships should consult their tax advisors as to the particular federal income tax consequences applicable to them.

        See the enclosed Guidelines for Request for Taxpayer Identification Number on Substitute Form W-9 for additional information and instructions.

13

REQUESTER'S NAME: [                                    ]
SUBSTITUTE FORM W-9 Department of the Treasury Internal Revenue Service (IRS)	Part 1—PLEASE PROVIDE YOUR TIN IN THE BOX AT THE RIGHT OR, IF YOU DO NOT HAVE A TIN, WRITE "APPLIED FOR" AND SIGN THE CERTIFICATION BELOW.	Social Security Number OR Taxpayer Identification Number o  Exempt
Payer's Request for Taxpayer Identification Number (TIN) Please fill in your name and address below.	Check appropriate box: o  Disregarded Entity o  Individual/Sole Proprietor o  Corporation o  Partnership o  Other (If you are an LLC, check the box marked "Other", write LLC, and also check one of the other boxes to indicate your tax status (e.g., disregarded entity, individual/sole proprietor, corporation, partnership).
Name Business Name	Part 2—Certification—Under penalties of perjury, I certify that: (1)  The number shown on this form is my correct Taxpayer Identification Number (or I am waiting for a number to be issued to me),
Address (number and street) City, State and Zip Code	(2)  I am not subject to backup withholding because (a) I am exempt from backup withholding, (b) I have not been notified by the IRS that I am subject to backup withholding as a result of failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding, and (3)  I am a U.S. person (as defined for U.S. federal income tax purposes).
	Certification Instructions—You must cross out item (2) in Part 2 above if you have been notified by the IRS that you are subject to backup withholding because of under reporting interest or dividends on your tax return. However, if after being notified by the IRS that you were subject to backup withholding, you received another notification from the IRS that you are no longer subject to backup withholding, do not cross out item (2). If you are exempt from backup withholding, check the box in Part 1 and see the enclosed "Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9".

Signature: Date:

YOU MUST COMPLETE THE FOLLOWING CERTIFICATION IF YOU WROTE "APPLIED FOR" ON SUBSTITUTE FORM W-9.

CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER

        I certify under penalties of perjury that a taxpayer identification number has not been issued to me, and either (a) I have mailed or delivered an application to receive a taxpayer identification number to the appropriate Internal Revenue Service Center or Social Security Administration Office or (b) I intend to mail or deliver an application in the near future. I understand that until I provide a taxpayer identification number, all reportable payments made to me will be subject to backup withholding, but will be refunded if I provide a certified taxpayer identification number within 60 days.

Signature: Date:

THE IRS DOES NOT REQUIRE YOUR CONSENT TO ANY PROVISION OF THIS DOCUMENT OTHER THAN THE CERTIFICATIONS REQUIRED TO AVOID BACKUP WITHHOLDING.

14

GUIDELINES FOR REQUEST FOR TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9

         U.S. person.    Use Form W-9 only if you are a U.S. person (including a resident alien), to provide your correct TIN to the person requesting it (the requester) and, if applicable, to:

1.

Certify that the TIN you are giving is correct (or you are waiting for a number to be issued),



2.

Certify that you are not subject to backup withholding, or



3.

Claim exemption from backup withholding if you are a U.S. exempt payee.

        For federal tax purposes you are considered a U.S. person if you are:

        An individual who is a citizen or resident of the United States,

        A partnership, corporation, company, or association created or organized in the United States or under the laws of the United States, or

        Any estate (other than a foreign estate) or trust. See Regulations sections 301.7701-6(a) and 7(a) for additional information.

        Partners and partnerships must consult their own tax advisors regarding the application of these rules to them.

         Foreign person.    If you are a foreign person, do not use Form W-9. Instead, use the appropriate Form W-8 (see Publication 515, Withholding of Tax on Nonresident Aliens and Foreign Entities).

Nonresident alien who becomes a resident alien.

        Generally, only a nonresident alien individual may use the terms of a tax treaty to reduce or eliminate U.S. tax on certain types of income. However, most tax treaties contain a provision known as a "saving clause." Exceptions specified in the saving clause may permit an exemption from tax to continue for certain types of income even after the recipient has otherwise become a U.S. resident alien for tax purposes. If you are a U.S. resident alien who is relying on an exception contained in the saving clause of a tax treaty to claim an exemption from U.S. tax on certain types of income, you must attach a statement to Form W-9 that specifies the following five items:

1.

The treaty country. Generally, this must be the same treaty under which you claimed exemption from tax as a nonresident alien.



2.

The treaty article addressing the income.



3.

The article number (or location) in the tax treaty that contains the saving clause and its exceptions.



4.

The type and amount of income that qualifies for the exemption from tax.



5.

Sufficient facts to justify the exemption from tax under the terms of the treaty article.

         Example.    Article 20 of the U.S.-China income tax treaty allows an exemption from tax for scholarship income received by a Chinese student temporarily present in the United States. Under U.S. law, this student will become a resident alien for tax purposes if his or her stay in the United States exceeds 5 calendar years. However, paragraph 2 of the first Protocol to the U.S.-China treaty (dated April 30, 1984) allows the provisions of Article 20 to continue to apply even after the Chinese student becomes a resident alien of the United States. A Chinese student who qualifies for this exception (under paragraph 2 of the first protocol) and is relying on this exception to claim an exemption from tax on his or her scholarship or fellowship income would attach to Form W-9 a statement that includes the information described above to support that exemption.

15

        If you are a nonresident alien or a foreign entity not subject to backup withholding, give the requester the appropriate completed Form W-8.

         What is backup withholding?    Persons making certain payments to you must under certain conditions withhold and pay to the IRS 28% of such payments (after December 31, 2002). This is called "backup withholding." Payments that may be subject to backup withholding include interest, dividends, broker and barter exchange transactions, rents, royalties, nonemployee pay, and certain payments from fishing boat operators. Real estate transactions are not subject to backup withholding.

        You will not be subject to backup withholding on payments you receive if you give the requester your correct TIN, make the proper certifications, and report all your taxable interest and dividends on your tax return.

Payments you receive will be subject to backup withholding if:

1.

You do not furnish your TIN to the requester, or



2.

You do not certify your TIN when required (see the Part II instructions below for details), or



3.

The IRS tells the requester that you furnished an incorrect TIN, or



4.

The IRS tells you that you are subject to backup withholding because you did not report all your interest and dividends on your tax return (for reportable interest and dividends only), or



5.

You do not certify to the requester that you are not subject to backup withholding under 4 above (for reportable interest and dividend accounts opened after 1983 only).

        Certain payees and payments are exempt from backup withholding. See the instructions below and the separate Instructions for the Requester of Form W-9.

Penalties

         Failure to furnish TIN.    If you fail to furnish your correct TIN to a requester, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect.

         Civil penalty for false information with respect to withholding.    If you make a false statement with no reasonable basis that results in no backup withholding, you are subject to a $500 penalty.

         Criminal penalty for falsifying information.    Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment.

         Misuse of TINs.    If the requester discloses or uses TINs in violation of federal law, the requester may be subject to civil and criminal penalties.

Specific Instructions

Name

        If you are an individual, you must generally enter the name shown on your social security card. However, if you have changed your last name, for instance, due to marriage without informing the Social Security Administration of the name change, enter your first name, the last name shown on your social security card, and your new last name. If the account is in joint names, list first, and then circle, the name of the person or entity whose number you entered in Part I of the form.

         Sole proprietor.    Enter your individual name as shown on your social security card on the "Name" line. You may enter your business, trade, or "doing business as (DBA)" name on the "Business name" line.

16

         Limited liability company (LLC).    If you are a single-member LLC (including a foreign LLC with a domestic owner) that is disregarded as an entity separate from its owner under Treasury regulations section 301.7701-3, enter the owner's name on the "Name" line. Enter the LLC's name on the "Business name" line. Check the appropriate box for your filing status (sole proprietor, corporation, etc.), then check the box for "Other" and enter "LLC" in the space provided.

         Other entities.    Enter your business name as shown on required Federal tax documents on the "Name" line. This name should match the name shown on the charter or other legal document creating the entity. You may enter any business, trade, or DBA name on the "Business name" line.

Note:    Check the appropriate box for your status (individual/sole proprietor, corporation, etc.).

Exempt From Backup Withholding

        If you are exempt, enter your name as described above and check the appropriate box for your status, then check the "Exempt" box under the taxpayer identification number and sign and date the form.

        Generally, individuals (including sole proprietors) are not exempt from backup withholding. Corporations are exempt from backup withholding for certain payments, such as interest and dividends.

Note:    If you are exempt from backup withholding, you should still complete this form to avoid possible erroneous backup withholding.

         Exempt payees.    Backup withholding is not required on any payments made to the following payees:

1.

An organization exempt from tax under section 501(a), any IRA, or a custodial account under section 403(b)(7) if the account satisfies the requirements of section 401(f)(2),



2.

The United States or any of its agencies or instrumentalities,



3.

A state, the District of Columbia, a possession of the United States, or any of their political subdivisions or instrumentalities,



4.

A foreign government or any of its political subdivisions, agencies, or instrumentalities, or



5.

An international organization or any of its agencies or instrumentalities.

Other payees that may be exempt from backup withholding include:

6.

A corporation,



7.

A foreign central bank of issue,



8.

A dealer in securities or commodities required to register in the United States, the District of Columbia, or a possession of the United States,



9.

A futures commission merchant registered with the Commodity Futures Trading Commission,



10.

A real estate investment trust,



11.

An entity registered at all times during the tax year under the Investment Company Act of 1940,



12.

A common trust fund operated by a bank under section 584(a),



13.

A financial institution,



14.

A middleman known in the investment community as a nominee or custodian, or



15.

A trust exempt from tax under section 664 or described in section 4947.

17

        The chart below shows types of payments that may be exempt from backup withholding. The chart applies to the exempt recipients listed above, 1 through 15.

If the payment is for...	THEN the payment is exempt for...
Interest and dividend payments	All exempt recipients except for 9
Broker transactions	Exempt recipients 1 through 13. Also, a person registered under the Investment Advisers Act of 1940 who regularly acts as a broker
Barter exchange transactions and patronage dividends	Exempt recipients 1 through 5
Payments over $600 required to be reported and direct sales over $5,000(1)	Generally, exempt recipients 1 through 7(2)

(1)

See Form 1099-MISC, Miscellaneous Income, and its instructions.

(2)

However, the following payments made to a corporation (including gross proceeds paid to an attorney under section 6045(f), even if the attorney is a corporation) and reportable on Form 1099-MISC are not exempt from backup withholding: medical and health care payments, attorneys' fees; and payments for services paid by a federal executive agency.

Part I.    Taxpayer Identification Number (TIN)

         Enter your TIN in the appropriate box.    If you are a resident alien and you do not have and are not eligible to get an SSN, your TIN is your IRS individual taxpayer identification number (ITIN). Enter it in the social security number box. If you do not have an ITIN, see How to get a TIN below.

        If you are a sole proprietor and you have an EIN, you may enter either your SSN or EIN. However, the IRS prefers that you use your SSN.

        If you are a single-owner LLC that is disregarded as an entity separate from its owner, enter your SSN (or EIN, if you have one). If the LLC is a corporation, partnership, etc., enter the entity's EIN.

Note.    See the chart below for further clarification of name and TIN combinations.

         How to get a TIN.    If you do not have a TIN, apply for one immediately. To apply for an SSN, get Form SS-5, Application for a Social Security Card, from your local Social Security Administration office or get this form online at www.socialsecurity.gov/online/ss-5.pdf. You may also get this form by calling 1-800-772-1213. Use Form W-7, Application for IRS Individual Taxpayer Identification Number, to apply for an ITIN, or Form SS-4, Application for Employer Identification Number, to apply for an EIN. You can apply for an EIN online by accessing the IRS website at www.irs.gov/businesses/ and clicking on Employer ID Numbers under Related Topics. You can get Forms W-7 and SS-4 from the IRS by visiting www.irs.gov or by calling 1-800-TAX-FORM (1-800-829-3676).

        If you are asked to complete Form W-9 but do not have a TIN, fill out the box entitled "CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER."

Caution: A disregarded domestic entity that has a foreign owner must use the appropriate Form W-8.

Part II.    Certification

        To establish to the withholding agent that you are a U.S. person, or resident alien, sign Form W-9.

        For a joint account, only the person whose TIN is shown in Part I should sign (when required). Exempt recipients, see Exempt From Backup Withholding above.

18

         Signature requirements.    Complete the certification as indicated in 1 through 4 below.

1.

Interest, dividend, broker, and barter exchange accounts opened after 1983 and broker accounts considered inactive during 1983.    You must sign the certification or backup withholding will apply. If you are subject to backup withholding and you are merely providing your correct TIN to the requester, you must cross out item 2 in the certification before signing the form.

2.

Real estate transactions.    You must sign the certification. You may cross out item 2 of the certification.

3.

Other payments.    You must give your correct TIN, but you do not have to sign the certification unless you have been notified that you have previously given an incorrect TIN. "Other payments" include payments made in the course of the requester's trade or business for rents, royalties, goods (other than bills for merchandise), medical and health care services (including payments to corporations), payments to a nonemployee for services, payments to certain fishing boat crew members and fishermen, and gross proceeds paid to attorneys (including payments to corporations).

4.

Mortgage interest paid by you, acquisition or abandonment of secured property, cancellation of debt, qualified tuition program payments (under section 529), IRA, Coverdell ESA, Archer MSA or HSA contributions or distributions, and pension distributions. You must give your correct TIN, but you do not have to sign the certification.

What Name and Number To Give the Requester

For this type of account:			Give name and SSN of:
1.	Individual		The individual
2.	Two or more individuals (joint account)		The actual owner of the account or, if combined funds, the first individual on the account(1)
3.	Custodian account of a minor (Uniform Gift to Minors Act)		The minor(2)
4.	a.	The usual revocable savings trust (grantor is also trustee)	The grantor-trustee(1)
	b.	So-called trust account that is not a legal or valid trust under state law	The actual owner(1)
5.	Sole proprietorship or single-owner LLC		The owner(3)

For this type of account:		Give name and EIN of:
6.	Sole proprietorship or single-owner LLC	The owner(3)
7.	A valid trust, estate, or pension trust	Legal entity(4)
8.	Corporate or LLC electing corporate status on Form 8832	The corporation
9.	Association, club, religious, charitable, educational, or other tax-exempt organization	The organization
10.	Partnership or multi-member LLC	The partnership
11.	A broker or registered nominee	The broker or nominee
12.	Account with the Department of Agriculture in the name of a public entity (such as a state or local government, school district, or prison) that receives agricultural program payments	The public entity

(1)

List first and circle the name of the person whose number you furnish. If only one person on a joint account has an SSN, that person's number must be furnished.

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(2)

Circle the minor's name and furnish the minor's SSN.

(3)

You must show your individual name and you may also enter your business or "DBA" name on the second name line. You may use either your SSN or EIN (if you have one). If you are a sole proprietor, IRS encourages you to use your SSN.

(4)

List first and circle the name of the legal trust, estate, or pension trust. (Do not furnish the TIN of the personal representative or trustee unless the legal entity itself is not designated in the account title.)

Note.    If no name is circled when more than one name is listed, the number will be considered to be that of the first name listed.

Privacy Act Notice

        Section 6109 of the Internal Revenue Code requires you to provide your correct TIN to persons who must file information returns with the IRS to report interest, dividends, and certain other income paid to you, mortgage interest you paid, the acquisition or abandonment of secured property, cancellation of debt, or contributions you made to an IRA, or Archer MSA or HSA. The IRS uses the numbers for identification purposes and to help verify the accuracy of your tax return. The IRS may also provide this information to the Department of Justice for civil and criminal litigation, and to cities, states, and the District of Columbia to carry out their tax laws. We may also disclose this information to other countries under a tax treaty, to federal and state agencies to enforce federal nontax criminal laws, or to federal law enforcement and intelligence agencies to combat terrorism.

        You must provide your TIN whether or not you are required to file a tax return. Payers must generally withhold 28% of taxable interest, dividend, and certain other payments to a payee who does not give a TIN to a payer. Certain penalties may also apply.

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Exhibit 99.2

IMPORTANT TAX INFORMATION
GUIDELINES FOR REQUEST FOR TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9

EX-99.3

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Exhibit 99.3

INTERVAL ACQUISITION CORP.

offer to exchange all outstanding
9.5% Senior Notes due 2016 and
the related guarantees
for
9.5% Senior Notes due 2016
and the related guarantees
which have been registered under the Securities Act of 1933,
as amended, pursuant to the prospectus dated        •        , 2008

THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M.,
NEW YORK CITY TIME, ON        •        , 2008, UNLESS EXTENDED.

To Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees:

        As described in the enclosed prospectus, dated        •        , 2008, (as the same may be amended or supplemented from time to time, the "prospectus"), and letter of transmittal (the "letter of transmittal"), Interval Acquisition Corp. (the "Company") and certain subsidiaries and the parent of the Company (collectively, the "Guarantors") are offering to exchange (the "exchange offer") an aggregate principal amount of $300,000,000 of the Company's 9.5% Senior Notes due 2016, including the related guarantees thereof by the Guarantors (the "exchange notes"), which have been registered under the Securities Act of 1933, as amended (the "Securities Act"), for a like principal amount of the Company's issued and outstanding 9.5% Senior Notes due 2016, including the guarantees thereof by the Guarantors (the "restricted notes"), from the registered holders thereof (the "holders"). The exchange offer is being made in order to satisfy certain obligations of the Company contained in the registration rights agreement, dated as of August 20, 2008, by and among the Company, the Guarantors and the holders referred to therein. Terms not defined herein shall have the respective meanings ascribed to them in the prospectus.

        WE URGE YOU TO PROMPTLY CONTACT YOUR CLIENTS FOR WHOM YOU HOLD RESTRICTED NOTES REGISTERED IN YOUR NAME OR IN THE NAME OF YOUR NOMINEE OR WHO HOLD RESTRICTED NOTES REGISTERED IN THEIR OWN NAMES. PLEASE NOTE THAT THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON        •        , 2008, UNLESS THE COMPANY EXTENDS THE EXCHANGE OFFER (THE "EXPIRATION DATE").

        The Company will not pay any fees or commissions to you for soliciting tenders of restricted notes pursuant to the exchange offer. The Company will pay all transfer taxes, if any, applicable to the tender of restricted notes to it or its order, except as otherwise provided in the prospectus and the letter of transmittal.

        Enclosed are copies of the following documents:

        1.     A form of letter which you may send, as a cover letter to accompany the prospectus and related materials, to your clients for whose accounts you hold restricted notes registered in your name or the name of your nominee, with space provided for obtaining the client's instructions regarding the exchange offer.

        2.     The prospectus.

        3.     The letter of transmittal for your use in connection with the tender of restricted notes and for the information of your clients, including a Substitute Form W-9 and Guidelines for Certification of

Taxpayer Identification Number on Substitute Form W-9 (providing information relating to U.S. federal income tax backup withholding).

        4.     A form of notice of guaranteed delivery.

        5.     Return envelopes addressed to The Bank of New York Mellon, N.A., (the "exchange agent") for the restricted notes.

        Your prompt action is requested. Tendered restricted notes may be withdrawn, subject to the procedures described in the prospectus, at any time prior to 5:00 p.m., New York City time, on the expiration date.

        To participate in the exchange offer, certificates for restricted notes, together with a duly executed and properly completed letter of transmittal or facsimile thereof, or a timely confirmation of a book-entry transfer of such restricted notes into the account of the exchange agent, at The Depository Trust Company, with any required signature guarantees, and any other required documents, must be received by the exchange agent by the expiration date as indicated in the prospectus and the letter of transmittal.

        If holders of the restricted notes wish to tender but it is impracticable for them to forward their restricted notes prior to the expiration date or to comply with the book-entry transfer procedures on a timely basis, a tender may be effected by following the guaranteed delivery procedures described in the prospectus and in the letter of transmittal.

        Additional copies of the enclosed material may be obtained from the exchange agent at its address or telephone number set forth on the first page of the letter of transmittal.

Very truly yours,

INTERVAL ACQUISITION CORP.

Nothing contained herein or in the enclosed documents shall constitute you or any person as an agent of Interval Acquisition Corp. or the exchange agent, or authorize you or any other person to use any document or make any statements on behalf of either of them in connection with the exchange offer, other than the documents enclosed herewith and the statements expressly contained therein.

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Exhibit 99.3

EX-99.4

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Exhibit 99.4

INTERVAL ACQUISITION CORP.

offer to exchange all outstanding
9.5% Senior Notes due 2016 and
the related guarantees
for
9.5% Senior Notes due 2016
and the related guarantees
which have been registered under the Securities Act of 1933,
as amended, pursuant to the prospectus dated        •        , 2008

THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M.,
NEW YORK CITY TIME, ON        •        , 2008, UNLESS EXTENDED.

To our clients:

        Enclosed for your consideration is a prospectus, dated    •    , 2008 (the "prospectus"), and the related letter of transmittal (the "letter of transmittal"), relating to the offer (the "exchange offer") of Interval Acquisition Corp. (the "Company"), a Delaware corporation, and certain subsidiaries and the parent of the Company (collectively, the "Guarantors"), to exchange an aggregate principal amount of $300,000,000 of the Company's 9.5% Senior Notes due 2016, including the guarantees thereof by the Guarantors (the "exchange notes"), which have been registered under the Securities Act of 1933, as amended (the "Securities Act"), for a like principal amount of the Company's issued and outstanding 9.5% Senior Notes due 2016, including the related guarantees thereof by the Guarantors (the "restricted notes") upon the terms and subject to the conditions described in the prospectus and the letter of transmittal. The exchange offer is being made in order to satisfy certain obligations of the Company contained in the registration rights agreement dated August 20, 2008, by and among the Company, the Guarantors and the holders referred to therein.

        This material is being forwarded to you as the beneficial owner of the restricted notes held by us for your account but not registered in your name. A TENDER OF SUCH RESTRICTED NOTES MAY ONLY BE MADE BY US AS THE HOLDER OF RECORD AND PURSUANT TO YOUR INSTRUCTIONS. THE LETTER OF TRANSMITTAL IS FURNISHED TO YOU FOR YOUR INFORMATION ONLY AND CANNOT BE USED BY YOU TO TENDER THE RESTRICTED NOTES HELD BY US FOR YOUR ACCOUNT.

        Accordingly, we request instructions as to whether you wish us to tender on your behalf the restricted notes held by us for your account, pursuant to the terms and conditions set forth in the enclosed prospectus and letter of transmittal. WE URGE YOU TO READ THE PROSPECTUS AND LETTER OF TRANSMITTAL CAREFULLY BEFORE INSTRUCTING US TO TENDER THE RESTRICTED NOTES.

        Your instructions should be forwarded to us as promptly as possible in order to permit us to tender the restricted notes on your behalf in accordance with the provisions of the exchange offer. The exchange offer will expire at 5:00 p.m., New York City time, on        •        , 2008 (the "expiration date"), unless extended by the Company. Any restricted notes tendered pursuant to the exchange offer may be withdrawn at any time before the expiration date.

        Your attention is directed to the following:

        1.     The exchange offer is for the entire aggregate principal amount of the outstanding restricted notes.

        2.     The exchange offer is subject to certain conditions set forth in the prospectus in the section captioned "The Exchange Offer—Conditions to the Exchange Offer."

        3.     The exchange offer expires at 5:00 p.m., New York City time, on    •    , 2008, unless extended by the Company.

        4.     Any transfer taxes incident to the transfer of the restricted notes from the tendering holder to the Company will be paid by the Company, except as provided in the prospectus and the instructions to the letter of transmittal.

        5.     The exchange offer is not being made to, nor will the surrender of the restricted notes for exchange be accepted from or on behalf of, holders of the restricted notes in any jurisdiction in which the exchange offer or acceptance thereof would not be in compliance with the securities or blue sky laws of such jurisdiction.

        6.     The acceptance for exchange of the restricted notes validly tendered and not withdrawn will be effected promptly after the expiration of the exchange offer and the issuance of exchange notes will be made promptly thereafter.

        7.     The Company expressly reserves the right, in its reasonable discretion and in accordance with applicable law, at any time (i) to extend the expiration date of the exchange offer, (ii) to delay the acceptance of any restricted notes, (iii) to terminate the exchange offer and not accept any restricted notes for exchange if the Company determines that any of the conditions to the exchange offer, as set forth in the prospectus, have not occurred or have not been satisfied, and (iv) to amend the terms of the exchange offer in any manner. In the event of any extension, delay, non-acceptance, termination or amendment, the Company will as promptly as practicable give oral or written notice of the action to the exchange agent and make a public announcement of such action. In the case of an extension, the announcement will be made no later than 9:00 a.m. New York City time, on the next business day after the previously scheduled expiration date.

        8.     Consummation of the exchange offer may have adverse consequences to non-tendering restricted note holders including that the reduced amount of outstanding restricted notes as a result of the exchange offer may adversely affect the trading market, liquidity and market price of the restricted notes.

If you wish to have us tender your restricted notes, please so instruct us by completing, executing and returning to us the instruction form on the back of this letter.

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Instructions with respect to
the exchange offer

        The undersigned acknowledge(s) receipt of your letter and the enclosed material referred to therein relating to the exchange offer made by Interval Acquisition Corp. and the Guarantors with respect to the restricted notes.

        This will instruct you to tender the restricted notes held by you for the account of the undersigned, upon and subject to the terms and conditions set forth in the prospectus and the related letter of transmittal.

        The undersigned expressly agrees to be bound by the enclosed letter of transmittal and that such letter of transmittal may be enforced against the undersigned.

o	Please tender the restricted notes held by you for my account as indicated below:
		Aggregate principal amount at maturity of restricted notes
	Restricted notes:	$
o	Please do not tender any restricted notes held by you for my account.

Dated:

Signature(s):

Print name(s) here:

Print address(es):

Area code and telephone number(s):

Tax identification or social security number(s):

        None of the restricted notes held by us for your account will be tendered unless we receive written instructions from you to do so. Unless a specific contrary instruction is given in the space provided, your signature(s) hereon shall constitute an instruction to us to tender all the restricted notes held by us for your account.

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Exhibit 99.4

EX-99.5

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Exhibit 99.5

NOTICE OF GUARANTEED DELIVERY

INTERVAL ACQUISITION CORP.

offer to exchange all outstanding
9.5% Senior Notes due 2016 and
the related guarantees
for
9.5% Senior Notes due 2016
and the related guarantees
which have been registered under the Securities Act of 1933,
as amended, pursuant to the prospectus dated        •        , 2008

        This form or one substantially equivalent hereto must be used to accept the exchange offer of Interval Acquisition Corp., a Delaware corporation, (the "Company") and certain subsidiaries and the parent of the Company (collectively, the "Guarantors") made pursuant to the prospectus, dated         •        , 2008 (the "prospectus"), if the procedure for book-entry transfer cannot be completed on a timely basis or time will not permit all required documents to reach The Bank of New York Mellon, N.A., as exchange agent (the "exchange agent"), prior to 5:00 P.M., New York City time, on the expiration date of the exchange offer.

        Such form may be delivered or transmitted by facsimile transmission, mail or hand delivery to the exchange agent as set forth below. In addition, in order to utilize the guaranteed delivery procedure to tender the outstanding 9.5% Senior Notes due 2016 of the Company and related guarantees thereof by the Guarantors (the "restricted notes") pursuant to the exchange offer, (a) such tender must be made by or through an eligible institution, (b) the properly completed and duly executed notice of guaranteed delivery must (i) state that the tender is being made and (ii) set forth the name and address of the holder of the restricted notes being tendered and the amount of the restricted notes being tendered, and (c) the exchange agent must receive the certificates for the restricted notes, or a book-entry confirmation, and a properly completed and duly executed letter of transmittal, or an agent's message in lieu thereof, with any required signature guarantees and any other documents required by the letter of transmittal within three New York Stock Exchange trading days after the date of execution of the notice of guaranteed delivery.

        Terms not defined herein shall have the respective meanings ascribed to them in the prospectus.

THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M.,
NEW YORK CITY TIME, ON        •        , 2008, UNLESS EXTENDED.

The exchange agent for the exchange offer is:

The Bank of New York Mellon
Corporate Trust Operations
Reorganization Unit
101 Barclay Street—7 East
New York, NY 10286
Attn: Mr. Randolph Holder
Facsimile: 212-298-1915
For confirmation call: 212-815-5098

Delivery of this instrument to an address other than as set forth above, or transmission of this instrument via facsimile other than as set forth above, will not constitute a valid delivery.

Ladies and Gentlemen:

        Upon the terms and conditions set forth in the prospectus and the accompanying letter of transmittal, the undersigned hereby tenders to the Company and the Guarantors the principal amount of restricted notes set forth below pursuant to the guaranteed delivery procedure described in "The Exchange Offer Procedures for Tendering Old Notes—Guaranteed Delivery" section of the prospectus.

Principal amount at maturity of 9.5% Senior Notes

due 2016 tendered:*

If 9.5% Senior Notes due 2016 will be delivered by book-entry transfer to the Depository Trust Company,

provide account number:

Total principal amount at maturity represented by 9.5% Senior Notes due 2016 certificate(s):

$

Account number:

*

Must be in denominations of principal amount of $1,000 and any integral multiple thereof.

All authority herein conferred or agreed to be conferred shall survive the death or incapacity of the undersigned and every obligation of the undersigned hereunder shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned.

Please sign here**

X	Date:
X     Signature(s) of owner(s) or authorized signatory	Date:

Area code and telephone number:

**

Must be signed by the holder(s) of restricted notes as their name(s) appear(s) on a security position listing, or by person(s) authorized to become registered holder(s) by endorsement and documents transmitted with this notice of guaranteed delivery. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer or other person acting in a fiduciary or representative capacity, such person must set forth his or her full title below.

Please print name(s) and address(es)

Name(s):

Capacity:

Address(es):

Name(s):

Capacity:

Address(es):

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GUARANTEE
(Not to be used for signature guarantees)

        The undersigned, a financial institution (including most banks, savings and loan associations and brokerage houses) that is a participant in the Securities Transfer Agents Medallion Program, the New York Stock Exchange Medallion Signature Program or the Stock Exchanges Medallion Program, hereby guarantees that the certificates representing the principal amount of restricted notes tendered hereby in proper form for transfer, or timely confirmation of the book-entry transfer of such restricted notes into the exchange agent's account at The Depository Trust Company pursuant to the procedures set forth in "The Exchange Offer—Procedures for Tendering Old Notes—Guaranteed Delivery" section of the prospectus, together with one or more properly and duly executed letters of transmittal (or facsimile thereof or agent's message in lieu thereof) and any required signature guarantee and any other documents required by the letter of transmittal, will be received by the exchange agent at the address set forth above, no later than three New York Stock Exchange trading days after the date of execution of the notice of guaranteed delivery.

Name of firm:	(Authorized signature)
Address:	Name:	(Please print or type)
Zip Code:	Title:

Dated:
Telephone number:

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Exhibit 99.5