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As Filed with the Securities and Exchange Commission on May 5, 2016.

Registration Statement No. 333-210533-25

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

Amendment No. 1
            to            

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 Number)

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)

With a copy to:
Laurie L. Green, Esq. Holland & Knight LLP 515 East Las Olas Boulevard #1200 Fort Lauderdale, Florida 33301 (954) 468-7808	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 ý Accelerated filer o Non-accelerated filer o
(Do not check if a
smaller reporting company) Smaller reporting company o

         If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

         Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)    o

         Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)    o

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.

EXPLANATORY NOTE

        This Amendment No. 1 to Interval Acquisition Corp.'s Registration Statement on Form S-4 (Registration No. 333-210533-25) (the "Registration Statement") is being filed for the purpose of making certain changes to Items 20 and 21 of Part II of the Registration Statement and to file certain exhibits to the Registration Statement. No changes or additions are being made hereby to the Prospectus constituting Part I of the Registration Statement (not included herein) or to Items 22 of Part II of the Registration Statement.

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
AQUA-ASTON HOLDINGS, INC.	Delaware		7011	87-0799653
AQUA HOSPITALITY LLC	Delaware		7011	46-0641767
AQUA HOTELS AND RESORTS, INC.	Delaware		7011	26-3181909
CDP GP, INC.	Delaware		1531	36-4190833
CERROMAR DEVELOPMENT PARTNERS GP, INC.	Delaware		1531	36-4158824
GRAND ASPEN HOLDINGS, LLC	Delaware		1531	95-4837613
GRAND ASPEN LODGING, LLC	Delaware		1531	95-4351998
HT-HIGHLANDS, INC.	Delaware		1531	36-3978574
HTS-BC, L.L.C.	Delaware		1531	36-3296881
HTS-BEACH HOUSE, INC.	Delaware		1531	36-4097668
HTS-BEACH HOUSE PARTNER, L.L.C.	Delaware		1531	36-4097668
HTS-COCONUT POINT, INC.	Delaware		1531	36-4262309
HTS-GROUND LAKE TAHOE, INC.	Delaware		1531	36-4197178
HTS-KEY WEST, INC.	Delaware		1531	36-3942758
HTS-KW, INC.	Delaware		1531	36-4187262
HTS-LAKE TAHOE, INC.	Delaware		1531	36-3919669
HTS-LOAN SERVICING, INC.	Delaware		1531	36-4206919
HTS-MAIN STREET STATION, INC.	Delaware		1531	36-4351998
HTS-MAUI, L.L.C.	Delaware		1531	45-5601104
HTS-SAN ANTONIO, L.L.C.	Delaware		1531	32-0018843
HTS-SEDONA, INC.	Delaware		1531	36-4290387
HTS-SUNSET HARBOR PARTNER, L.L.C.	Delaware		1531	47-3952343
HTS-WINDWARD POINTE PARTNER, L.L.C.	Delaware		1531	47-3932767
HV GLOBAL GROUP, INC.	Delaware		8699	36-3878044
HV GLOBAL MANAGEMENT CORPORATION	Delaware		6531	36-3950778
HV GLOBAL MARKETING CORPORATION	Florida		6531	65-0459735
HVO KEY WEST HOLDINGS, LLC	Florida		6531	47-5257462
INTERVAL HOLDINGS, INC.	Delaware		8600	06-1428126
INTERVAL INTERNATIONAL, INC.	Florida		8600	59-2367254
INTERVAL RESORT & FINANCIAL SERVICES, INC.	Florida		7380	65-0614258
OWNERS' RESORTS AND EXCHANGE, INC.	Utah		6531	87-0450262
S.O.I. ACQUISITION CORP.	Florida		1531	61-1731501
VACATION OWNERSHIP LENDING GP, INC.	Delaware		6199	36-4190833
VACATION RESORTS INTERNATIONAL	California		6531	95-3700624
VOL GP, INC.	Delaware		6199	36-4190834
WINDWARD POINTE II, L.L.C.	Delaware		1531	35-2556668
WORLDWIDE VACATION & TRAVEL, INC.	Florida		4700	22-2362974
IIC HOLDINGS, INCORPORATED	Delaware		8600	36-4197698
ILG INTERNATIONAL HOLDINGS, INC.	Florida		8600	90-0924055
INTERVAL SOFTWARE SERVICES, LLC	Florida		8600	65-1133709
MANAGEMENT ACQUISITION HOLDINGS, LLC	Delaware		6531	27-3967875
RESORT SALES SERVICES, INC.	Delaware		6531	38-3990004
ILG MANAGEMENT, LLC	Florida		6531	90-0968929
AQUA HOTELS & RESORTS, LLC	Hawaii		7011	65-1163911
DIAMOND HEAD MANAGEMENT LLC	Hawaii		7011	45-2996891
HOTEL MANAGEMENT SERVICES LLC	Hawaii		7011	27-0562444

Exact Name of Registrant as Specified in its Charter*	Jurisdiction of Incorporation or Organization	Primary Standard Industrial Classification Code Number		IRS Employer Identification Number
KAI MANAGEMENT SERVICES LLC	Hawaii		7011	26-4613508
AQUA HOTELS AND RESORTS OPERATOR LLC	Delaware		7011	37-1697816
AQUA LUANA OPERATOR LLC	Hawaii		7011	81-1847298
AQUA-ASTON HOSPITALITY, LLC	Hawaii		7011	13-4207830
ASTON HOTELS & RESORTS FLORIDA, LLC	Florida		7011	46-3267551
MAUI CONDO AND HOME, LLC	Hawaii		6531	99-0266391
RQI HOLDINGS, LLC	Hawaii		6531	03-0530842
BEACH HOUSE DEVELOPMENT PARTNERSHIP	Florida		1531	65-0680991
CDP INVESTORS, L.P.	Delaware		1531	36-4158822
CERROMAR DEVELOPMENT PARTNERS, L.P., S.E.	Delaware		1531	36-4158825
HTS-SAN ANTONIO, L.P.	Delaware		1531	36-0018843
HTS-SAN ANTONIO, INC.	Delaware		1531	45-0479517
HTS-WILD OAK RANCH BEVERAGE, LLC	Texas		1531	20-1231294
MERIDIAN FINANCIAL SERVICES, INC.	North Carolina		7320	56-1663191
TRADING PLACES INTERNATIONAL, LLC	California		6531	95-2848811
KEY WESTER LIMITED	Florida		1531	36-4204734
MERAGON FINANCIAL SERVICES, INC.	North Carolina		7320	56-2220495
PARADISE VACATION ADVENTURES, LLC	Hawaii		7999	33-0910128
REP HOLDINGS, LTD.	Hawaii		6531	99-0335453
RESORT MANAGEMENT FINANCE SERVICES, INC.	Florida		6159	45-2346663
SUNSET HARBOR DEVELOPMENT PARTNERSHIP	Florida		1531	65-0482474
VACATION OWNERSHIP LENDING, L.P.	Delaware		6199	36-4190846
VOL INVESTORS, L.P.	Delaware		6199	36-4190836

*

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.

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., Aqua-Aston Holdings, Inc., Aqua Hospitality LLC, Aqua Hotels and Resorts, Inc., Aqua Hotels and Resorts Operator LLC, CDP GP, Inc., CDP Investors, L.P., Cerromar Development Partners GP, Inc., Cerromar Development Partners, L.P., S.E., Grand Aspen Holdings, LLC, Grand Aspen Lodging, LLC, HT-Highlands, Inc., HTS-BC, L.L.C., HTS-Beach House, Inc., HTS-Beach House Partner, L.L.C., HTS-Coconut Point, Inc., HTS-Ground Lake Tahoe, Inc., HTS-Key West, Inc., HTS-KW, Inc., HTS-Lake Tahoe, Inc., HTS-Loan Servicing, Inc., HTS-Main Street Station, Inc., HTS-Maui, L.L.C., HTS-San Antonio, L.P., HTS-San Antonio, L.L.C., HTS-San Antonio, Inc., HTS-Sedona, Inc., HTS-Sunset Harbor Partner, L.L.C., HTS-Windward Pointe Partner L.L.C., HV Global Group, Inc., HV Global Management Corporation, IIC Holdings, Incorporated, Interval Holdings, Inc., Management Acquisition Holdings, LLC, Resort Sales Services, Inc., Vacation Ownership Lending GP, Inc., Vacation Ownership Lending, L.P., VOL GP, Inc., VOL Investors, L.P. and Windward Pointe II, L.L.C.

        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 Aqua-Aston Holdings, Inc., HT-Highlands, Inc., HTS-Key West, Inc., HTS-Lake Tahoe, Inc., HV Global Group, Inc., HV Global Management Corporation, IIC Holdings, Incorporated, CDP GP, Inc., Cerromar Development Partners, GP, Inc., HTS-Beach House, Inc., HTS-Coconut Point, Inc., HTS-Ground Lake Tahoe, Inc., HTS-KW, Inc., HTS-Loan Servicing, Inc., HTS-Main Street Station, Inc., HTS-Sedona, Inc., HTS-San Antonio, Inc., Interval Holdings, Inc., Vacation Ownership Lending, GP, Inc. and VOL GP, Inc., the amended and restated certificates of incorporation of Interval Acquisition Corp. and Interval Leisure Group, Inc., and the second amended and restated certificate of incorporation of Aqua Hotels and Resorts, 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;

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•

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 Aqua-Aston Holdings, Inc., IIC Holdings, Incorporated and Interval Holdings, Inc., the amended and restated certificates of incorporation of Interval Leisure Group, Inc. and Interval Acquisition Corp. and the second amended and restated certificate of incorporation of Aqua Hotels and Resorts, 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.

        The certificates of incorporation of CDP GP, Inc., Cerromar Development Partners GP, Inc., HT-Highlands, Inc., HV Global Group, Inc., HTS-Key West, Inc., HV Global Management Corporation, HTS-Beach House, Inc., HTS-Coconut Point, Inc., HTS-Ground Lake Tahoe, Inc., HTS-KW, Inc., HTS-Lake Tahoe, Inc., HTS-Loan Servicing, Inc., HTS-Main Street Station, Inc., HTS-San Antonio, Inc., HTS-Sedona, Inc., HV Global Management Corporation, Vacation Ownership Lending GP, Inc., VOL GP, Inc. and the second amended and restated certificate of incorporation of Aqua Hotels and Resorts, Inc., provide that they shall, to the fullest extent permitted by Section 145 of the DGCL, indemnify all persons whom it may indemnify pursuant thereto.

        The amended and restated certificate of incorporation of Interval Acquisition Corp. further provides 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, administrative or investigative in nature, 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 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. Notwithstanding the foregoing, the Interval Acquisition Corp.'s Amended and Restated Certificate of Incorporation further provides that it 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.

        The certificate of incorporation of Aqua-Aston Holdings, Inc. provides that the corporation shall indemnify each person who was or is 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, by reason of the fact that such person, or a person of whom 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, employee benefit plan, trust or other enterprise 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 by such person in connection with such action, suit or proceeding to the full extent permitted by law. Notwithstanding the foregoing, the certificate of incorporation of Aqua-Aston Holdings, Inc. further provides that it 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.

        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 shall indemnify any person who was or is

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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, employee benefit plan or other enterprise. 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 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.

        Aqua Hotels and Resorts, Inc.'s By-laws provide that it will indemnify the officers and directors against all expenses (including attorneys' fees) judgments, fines and amounts paid in settlement actually and reasonably incurred by such persons in any action, suit or proceeding, to the extent such amounts may be indemnified under applicable laws, and pay to any officer or director, in advance of the final disposition of any civil or criminal action, suit or proceeding, the expenses incurred by such officer or director in defending such action, suit or proceeding.

        The by-laws of CDP GP, Inc., Cerromar Development Partners GP, Inc., Vacation Ownership Lending GP, Inc. and VOL GP, Inc. provide that officers and directors shall be entitled to the rights of indemnification if by reason of such officer or director's corporate status he is, or is threatened to be made, a party to any threatened, pending or completed proceeding, other than a proceeding by or in the right of the corporation. In this situation, such officer or director will be indemnified against expenses, judgements, penalties, fines and amounts paid in settlement actually and reasonably incurred by him or on his behalf in connection with such proceeding or any claim, issue or matter therein, 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 proceeding, had no reasonable cause to believe his conduct was unlawful. The by-laws of CDP GP, Inc., Cerromar Development Partners GP, Inc., Vacation Ownership Lending GP, Inc. and VOL GP, Inc. further provide that officers and directors shall be entitled to the rights of indemnification if by reason of such officer or director's corporate status he is, or is threatened to be made, a party to any threatened, pending or completed proceeding brought by or in the right of the corporation to procure a judgment in its favor. In this situation, such officer or director will be indemnified against expenses actually and reasonably incurred by him or on his behalf 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. Notwithstanding the foregoing, no indemnification against such expenses shall be made in respect of any claim, issue or matter in such proceeding as to which indemnitee shall have been adjudged to be liable to the corporation if applicable law prohibits such indemnification; provided however, that if applicable law so permits, indemnification against expenses shall nevertheless be made by the corporation in such event and only to the extent that the Court of Chancery of the State of Delaware, or in the court in which such proceeding shall have been brought or is pending, shall determine.

        The by-laws of HT-Highlands, Inc., HTS-Beach House, Inc., HTS-Coconut Point, Inc., HTS-Ground Lake Tahoe, Inc., HTS-Key West Inc., HTS-KW, Inc., HTS-Lake Tahoe, Inc., HTS-Loan Servicing, Inc., HTS-Main Street Station, Inc., HTS-San Antonio, Inc. and HTS-Sedona, Inc. provide for indemnification of its officers and directors to the extent permitted by the Delaware General Corporation Law. The bylaws of Interval Acquisition Corp., Interval Holdings, Inc. and Resort Sales Services, Inc. contain no provisions related to indemnification and, accordingly, the indemnification rights of its directors and officers are determined by the provisions described above.

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        The second amended and restated limited liability company operating agreement of Grand Aspen Holdings, LLC and the limited liability company operating agreements of Grand Aspen Lodging, LLC, HTS-BC, L.L.C., HTS-Beach House Partner, L.L.C., HTS-Maui, L.L.C., HTS-Sunset Harbor Partner, L.L.C. and HTS-Windward Pointe Partner, L.L.C. provide that no member, officer or director shall be liable to the company or to any member (or to any affiliate thereof), for any losses, claims, damages, liabilities or expenses, including but not limited to reasonable attorney's fees, asserted against or incurred by the respective company or by any member in connection with any action taken or omitted by such member, officer or director within the scope of the authority conferred upon such member, officer or director by the applicable limited liability company agreement or the Delaware LLC act, provided that such member, officer or director shall have acted in good faith and in the belief that such act or omission was in the best interests of the company and that such officer or director shall not have engaged in fraud, willful misconduct or gross negligence and, with respect to any criminal action or proceeding, Grand Aspen Holdings, LLC, Grand Aspen Lodging, LLC and HTS-Maui, L.L.C. provide that such member, officer or director had no reasonable cause to believe his conduct was unlawful. The company indemnifies, holds harmless and agrees to defend each officer and director from and against any damages asserted by any person (whether against the company, the member or such member, director or officer) or otherwise incurred by such member, director or officer by reason of any act performed by such member, director or officer in accordance with the standards set forth above or in enforcing the provisions of the indemnities above. Expenses incurred in defending a civil or criminal action, suit or proceeding shall be paid out of company funds in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by the member, director or officer to repay such amount unless it shall ultimately be determined that it is entitled to be indemnified by the company.

        The Amended and Restated Limited Liability Company Agreement of Aqua Hospitality LLC and the Limited Liability Company Agreement of Management Acquisition Holdings, LLC provide that the company will indemnify, defend and hold harmless the member, each manager and any and all of the member's affiliates (each an "indemnitee"), to the extent of their assets, for, from and against any liability, damage, cost, expense, loss, claim or judgment incurred by the indemnitee arising out of any claim based upon acts performed or omitted to be performed by the indemnitee in connection with the business of the company, including without limitation, attorneys' fees and costs incurred by the indemnitee in settlement of defense of such claims. Each agreement further provides that notwithstanding the forgoing, no indemnitee shall be so indemnified, defended or held harmless for claims based upon act or omissions in breach of the respective limited liability company agreement or which constitute fraud, gross negligence or willful misconduct.

        The limited liability company operating agreement of Aqua Hotels and Resorts Operator LLC provides that it shall indemnify, defend and hold harmless the managing member and each authorized person from and against any and all claims, demands, liabilities and expenses (including attorneys' fees and any amounts expended in the settlement of any such claim, demand, liability or expense) to the maximum extent permitted under the Delaware LLC Act, except to the extent that any such claims, demands, liabilities or expenses arise as a result of the willful misconduct, gross negligence, intentional disregard of the terms of the LLC Agreement or fraud of the managing member or authorized person of the company, as the case may be. The company shall advance to the indemnified party the amount of such expenses and fees at the time they become due, unless the managing member makes a good faith reasonable determination that such indemnified party will not be entitled to indemnification according to the standard set forth above. If expenses have been advanced to the indemnified party and it is ultimately determined that such indemnified party did not meet the above standard then the amounts to the indemnified party shall be repaid by such indemnified party.

        The limited liability company operating agreements of HTS-San Antonio, L.L.C. and Windward Pointe II, L.L.C. provide that the company shall indemnify, defend and hold harmless the member and

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the officers from and against any claims, causes of action, costs or expenses, including but not limited to reasonable attorneys fees, asserted against such person or incurred by such person in such capacity arising out of such person's status as such to the fullest extent permitted by law.

        The partnership agreements of CDP Investors, L.P., Cerromar Development Partners, L.P., S.E. and VOL Investors, L.P. contain no provisions related to indemnification and, accordingly, the indemnification rights of the directors and officers are determined by the provisions described above.

        The Partnership Agreement of HTS-San Antonio, L.P. provides that neither the general partner nor any person acting on its behalf pursuant to the Partnership Agreement shall be liable, responsible, or accountable in damages or otherwise to the partnership or to any partner for any acts or omissions performed or omitted to be performed by them within the scope of the authority conferred upon the general partner by the Partnership Agreement and the Delaware Revised Uniform Limited Partnership Act, provided that the general partner's conduct or omission to act was taken in good faith and in the belief that such conduct or omission was in the best interests of the Partnership and, provided further, that the general partner shall not be guilty of fraud, willful misconduct or gross negligence. The partnership will indemnify and hold harmless the general partner and its affiliates and any individual acting on their behalf from any loss, damage, claim or liability including, but not limited to, reasonable attorneys' fees and expenses incurred by them by reason of any act performed by them in accordance with the standards above or in enforcing the provisions of this indemnity, provided, however, no partner shall have any personal liability with respect to the foregoing indemnification liabilities, any such indemnification to be satisfied solely out of the assets of the partnership, it being understood and agreed that a deficit balance in the capital account of a partner shall not be deemed an asset of the partnership for these purposes.

Florida Entities

        The following registrants are business entities formed under Florida law: Aston Hotels & Resorts Florida, LLC, Beach House Development Partnership, HV Global Marketing Corporation, HVO Key West Holdings, LLC, ILG International Holdings, Inc., ILG Management, LLC, International Holdings, Inc., Interval International, Inc., Interval Resort & Financial Services, Inc., Interval Software Services, LLC, Key Wester Limited, Resort Management Finance Services, Inc., S.O.I. Acquisition Corp., Sunset Harbor Development Partnership 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

•

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.

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        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 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 limited liability company operating agreements of Aston Hotels & Resorts Florida, LLC and ILG Management, LLC provide that the company will indemnify, defend and hold harmless the member, each manager and any and all of the member's affiliates (each, an "indemnitee"), to the

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extent of its assets, against any liability, damage, cost, expense, loss, claim or judgment incurred by the indemnitee arising out of any claim based upon acts performed or omitted to be performed by the indemnitee in connection with the business of the company, including without limitation, attorneys' fees and costs incurred by the indemnitee in settlement or defense of such claims. Notwithstanding the foregoing, no indemnitee shall be so indemnified, defended or held harmless for claims based upon acts or omissions in breach of the company's operating agreement or which constitute fraud, gross negligence or willful misconduct. Amounts incurred by an indemnitee in connection with any action or suit arising out of or in connection with company affairs shall be reimbursed by the company. No indemnitee shall be personally liable, responsible, accountable in damages or otherwise to the company for any act or omission performed or omitted by such indemnitee in connection with the company or its business.

        The Amended and Restated By-laws of Interval International, Inc. require that, to the extent permitted by law, it 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 of any nature, whether civil, criminal, administrative or investigative, 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 any other corporation or enterprise. Such person shall be indemnified against any liability (including but not limited to any obligation to pay a judgment, settlement, penalty, fine, or excise tax assessed with respect to an employee benefit plan), and any expense (including but not limited to counsel fees). These indemnification rights are not exclusive of any other rights to indemnification of liabilities to which such person may be entitled under any written agreement, Board resolution, vote of shareholders or law.

        The Articles of Incorporation and By-laws of 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 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.

        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;

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•

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 of HV Global Marketing Corporation provide that it will indemnify any officer or director, or any former officer or director, to the fullest extent permitted by law.

        The Limited Liability Company Agreement of HVO Key West Holdings, LLC provides that it will indemnify and hold harmless, to the fullest extent permitted by law, each Member, or any officers, directors, stockholders, partners, employees, affiliates, representatives or agents of any of the Member, and any officer, employee, representative or agent of the Company (each a "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 with respect to (i) any Claim with respect to which such Covered Person has engaged in fraud, willful misconduct, bad faith or gross negligence or (ii) any Claim initiated by such Covered Person unless such Claim (or part thereof) (A) was brought to enforce such Covered Person's rights to indemnification hereunder or (B) was authorized or consented to by the Member. Expenses incurred by a Covered Person in 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 as authorized by the Limited Liability Company Agreement. The Limited Liability Company Agreement further provides that any repeal or modification of the indemnification provisions contained in the Limited Liability Agreement by the Member shall not adversely affect any rights of such Covered Person pursuant to the Limited Liability Company Agreement, including the right to indemnification and to the advancement of expenses of a Covered Person existing at the time of such repeal or modification with respect to any acts or omissions occurring prior to such repeal or modification. None of the Covered Persons shall be liable to the Company or any other person for any act or omission (in relation to the Company, its property or the conduct of its business or affairs, the Limited Liability Company Agreement, any related document or any transaction or investment contemplated hereby or thereby) taken or omitted by a Covered Person in the reasonable belief that such act or omission is in or is not contrary to the best interests of the Company and is within the scope of authority granted to such Covered Person by the Agreement, provided such act or omission does not constitute fraud, willful misconduct, bad faith, or gross negligence.

        The Articles of Incorporation of ILG International Holdings, Inc., Resort Management Finance Services, Inc. and S.O.I. Acquisition Corp. provide that they will, to the fullest extent legally permissible under the provisions of the FBCA, indemnify and hold harmless any and all persons whom it shall have power to indemnify under said provisions from and against any and all liabilities (including expenses) imposed upon or reasonably incurred by such person in connection with any action, suit or other proceeding in which such person may be involved or with which such person may be threatened, or other matters referred to in or covered by said provisions both as to action in such person's official capacity and as to action in any other capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee or agent of the corporation. Such

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indemnification provided shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any Bylaw, Agreement or Resolution adopted by the shareholders entitled to vote thereon after notice.

        The by-laws of ILG International Holdings, Inc., S.O.I. Acquisition Corp. and Resort Management Finance Services, Inc. provide that the corporation shall to the fullest extent permitted by law, indemnify any person who was or is a party or threatened to be made a party to any proceeding by reason of the fact that the 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 any other corporation or enterprise with respect to liabilities and expenses arising from such proceeding, against any liability (including but not limited to any obligation to pay a judgment, settlement, penalty, fine or excise tax assessed with respect to an employee benefit plan), and any expense (including but not limited to counsel fees) and the corporation shall advance to such person any reasonable expense, where such liability or expense is incurred by such person in connection with any proceeding. The term "Proceeding" includes any threatened, pending or completed action, suit or proceeding of any nature, whether civil, criminal, administrative or investigative. Such rights of indemnification and the advancement of expenses shall not be deemed exclusive of any other rights to indemnification against liabilities or the advancement of expenses to which a party may be entitled under any written agreement, Board resolution, vote of shareholders or law. The corporation shall take any affirmative action necessary to effect such indemnification or advancement of expenses under the requirements of applicable law, including, without limitation, the requirements of Section 607.0850, Florida Statutes.

        The By-laws, as amended, of Worldwide Vacation & Travel, Inc. provide that it will 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 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.

        The Agreement of Limited Partnership of Key Wester Limited provides that neither the general partner nor any person acting on its behalf pursuant to such Agreement shall be liable, responsible, or accountable in damages or otherwise to the partnership or to any partner for any acts or omissions performed or omitted to be performed by them within the scope of the authority conferred upon the general partner by the Agreement and the Florida Revised Uniform Partnership Act. The partnership will indemnify and hold harmless the general partner and its affiliates and any individual acting on their behalf from any loss, damage, claim or liability including, but not limited to, attorneys' fees and expenses incurred by them by reason of any act performed by them in accordance with the standards set forth above or in enforcing the provisions of this indemnity.

Hawaii Entities

        The following registrants are business entities organized under Hawaii law: Aqua Hotels & Resorts, LLC, Aqua Luana Operator LLC, Aqua-Aston Hospitality, LLC, Diamond Head Management LLC, Hotel Management Services LLC, Kai Management Services LLC, Maui Condo and Home, LLC, Paradise Vacation Adventures, LLC, RQI Holdings, LLC and REP Holdings, LTD.

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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 proceeding by or in the right of the corporation, 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, unless otherwise set forth in the entity's operating agreement, 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. Unless otherwise set forth in the entity's operating agreement, 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 operating agreement of Aqua Luana Operator LLC provides that it shall indemnify and hold harmless the members holding not less than a majority of all of the membership interests from and against all claims and demands to the maximum extent permitted by the Hawaii Uniform Limited Liability Company Act ("HULLCA").

        The first amended operating agreements of Diamond Head Management LLC, Hotel Management Services LLC and Kai Management Services LLC and the second amended operating agreement of Aqua Hotels & Resorts, LLC provide that they shall indemnify and hold harmless the manager and each officer and agent of the company from and against all claims and demands to the maximum extent permitted by the HULLCA.

        The Articles of Incorporation and By-laws of REP Holdings, Ltd. 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

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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 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 Aqua-Aston Hospitality, LLC, Maui Condo and Home, LLC and RQI Holdings, LLC provide that the company will indemnify, defend and hold harmless each manager, member, officer, director, stockholder, partner, employee, representative, or agent (each, a "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, 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).

        The HBCA provisions summarized above determine the indemnification rights of its directors and officers of Paradise Vacation Adventures, LLC.

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;

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•

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 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 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.

Texas Entity

        The following registrant is a limited liability company formed in the state of Texas: HTS-Wild Oak Ranch Beverage, LLC.

        Section 101.402 of the Texas Business Organizations Code provides that a Texas limited liability company may

•

indemnify a person;

•

pay in advance or reimburse expenses incurred by a person; and

•

purchase or procure or establish and maintain insurance or another arrangement to indemnify or hold harmless a person.

        For the purposes of Section 101.402 of the Texas Business Organizations Code, a person includes a member, manager, or officer of a limited liability company or an assignee of a membership interest in the company. In addition, Section 101.401 of the Texas Business Organizations Code provides that the

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company agreement of a limited liability company may expand or restrict any duties, including fiduciary duties, and related liabilities that a member, manager, officer, or other person has to the company or to a member or manager of the company.

        The Regulations of HTS-Wild Oak Ranch Beverage, LLC provide that neither the member, nor any officer, director, manager, partner, principal, equity holder, employee or affiliate of a member or the company, as the case may be, (each, an "indemnified person") shall be liable, responsible or accountable, whether director or indirectly, in contract, tort or otherwise, to the company or to the member (or any affiliate thereof), as applicable, for any losses, claims, damages, liabilities or expenses, including but not limited to, reasonable attorneys' fees (collectively, "Damages") asserted against, suffered or incurred by the company or by the member (or an affiliate thereof) arising out of, relating to or in connection with any action taken or omitted by the indemnified person within the scope of the authority conferred upon such indemnified person by the Regulations or TBOC, provided that such indemnified person shall have acted in good faith and in the belief that such act or omission was in the best interests of the company and, provided further, that such indemnified person shall not have engaged in fraud, willful misconduct or gross negligence. The company indemnifies and holds harmless and agrees to defend each indemnified party from and against any damages asserted by any person (whether against the company, the member or such indemnified person) or otherwise incurred by such indemnified person by reason of any act performed by such by such indemnified person in accordance with the standards above or in enforcing the provisions of the indemnities described above. Notwithstanding anything to the contrary contained in the Regulations, the member shall not have any personal liability with respect to the indemnities set forth above, and any such indemnities shall be satisfied solely out of assets of the company. Expenses incurred in defending a civil or criminal action, suit or proceeding shall be paid out of Company funds in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by the indemnified person to repay such amount unless it shall ultimately be determined that it is entitled to be indemnified by the company. The Regulations further provide that the exculpation of liability and indemnification provided above shall not be deemed exclusive of any other limitation on liability or rights to which those seeking indemnification may be entitled under any statute, agreement, vote of the member or otherwise.

Utah Entity

        The following registrant is a corporation incorporated in the state of Utah: Owners' Resorts and Exchange, Inc.

        Pursuant to Section 902 of the Utah Revised Business Corporation Act ("URBCA"), a Utah corporation may indemnify a person who is or was a party in any proceeding because the person is or was a director of the corporation against liability incurred with respect to a proceeding if:

•

the conduct of the person was in good faith;

•

the person reasonably believed that such conduct was in, or not opposed to, the best interests of the corporation; and

•

in the case of any criminal proceeding, the person had no reasonable cause to believe the person's conduct was unlawful.

        Section 902 of the URBCA provides that indemnification of a director in connection with a proceeding by or in the right of the corporation is limited to reasonable expenses incurred in the proceeding. In addition, the corporation may not indemnify a director in connection with a proceeding in which the director was adjudged liable to the corporation. Pursuant to Section 903 of the URBCA, a Utah corporation, unless limited by its articles of incorporation, must indemnify a director who was successful, on the merits or otherwise, in the defense of any proceeding against reasonable expenses incurred by such person in connection with the proceeding. Pursuant to Section 907 of the URBCA,

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unless a corporation's articles of incorporation provide otherwise, a Utah corporation may indemnify an officer, employee, fiduciary or agent of the corporation to the same extent as a director.

        The Amended and Restated Articles of Incorporation of Owners' Resorts and Exchange, Inc. provide that directors have no personal liability whatsoever to the corporation or its shareholders for monetary damages for any action taken or any failure to take any action, as a director, except liability for (i) the amount of a financial benefit received by a director to which he or she is not entitled; (ii) an intentional infliction of harm on the corporation or shareholders; (iii) a violation of Utah Code Annotated Section 16-10a-842 or its successor provisions; or (iv) an intentional violation of criminal law.

        The Amended and Restated By-laws of Owners' Resorts and Exchange, Inc. provide that it will indemnify any individual made a party to a proceeding because the individual is or was a director of the corporation, against liability incurred in the proceeding only if such indemnification is both (i) determined permissible and (ii) authorized as set forth below. The corporation shall not indemnify a director unless a determination has been made and payment has been authorized in accordance with certain procedures under the URBCA. Additionally, the individual must demonstrate that his conduct was in good faith, that he reasonably believed that his conduct was in, or not opposed to, the corporation's best interests and in the case of a criminal proceeding, he had no reasonable cause to believe his conduct was unlawful. Owners' Resorts and Exchange, Inc. will not indemnify a director in connection with a proceeding by or in the right of the corporation in which the director was adjudged liable to the corporation or in connection with any other proceeding charging that the director derived an improper personal benefit, whether or not involving action in his or her official capacity, in which proceeding he was adjudged liable on the basis that he derived an improper personal benefit. Indemnification permitted in connection with a proceeding by or in the right of the corporation is limited to reasonable expenses incurred in connection with the proceeding.

        In certain circumstances, the corporation will pay reasonable expenses incurred by a director who is a party to a proceeding in advance of final disposition. In addition, the board of directors may indemnify and advance expenses to any officer, employee or agent of the corporation who is not a director to any extent consistent with public policy.

California Entities

        The following registrants are business entities organized in the state of California: Trading Places International, LLC and Vacation Resorts International.

        Under Section 17704.08 of the California Revised Uniform Limited Liability Company Act (the "RULLCA"), a limited liability company shall reimburse for any payment made and indemnify for any debt, obligation or other liability incurred by a member of a member-managed limited liability company or the manager of a manager-managed limited liability company in the course of the member's or manager's activities on behalf of the limited liability company, if, in making the payment or incurring the debt, obligation or other liability, the member or manager complied with the fiduciary duties under the RULLCA. Except as provided under the RULLCA, a limited liability company may reimburse for any payment made and may indemnify for any debt, obligation, or other liability incurred by a person not identified in the preceding sentence, including, without limitation, any officer, employee or agent of the limited liability company, in the course of that person's activities on behalf of the limited liability company. A limited liability company may purchase and maintain insurance on behalf of any person against liability asserted against or incurred by that person.

        Under Section 17701.10 of the RULLCA, the operating agreement of a limited liability company may alter or eliminate the indemnification for a member or manager and may eliminate or limit a member or manager's liability to the limited liability company and members for money damages, except for a breach of the duty of loyalty, a financial benefit received by the member or manager to which the

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member or manager is not entitled, a member's liability for excess distributions, intentional infliction of harm on the limited liability company or a member or an intentional violation of criminal law.

        The Articles of Incorporation and By-laws of Vacation Resorts International contain no provisions related to indemnification and, accordingly, the indemnification rights of its directors and officers are determined by Section 317 of the California Corporations Code.

        The Limited Liability Company Agreement of Trading Places International, LLC provides that it will indemnify, defend and hold harmless the member, each manager and any and all of the member's affiliates to the extent of its assets, for, from and against any liability, damage, cost, expense, loss, claim or judgment incurred by the indemnitee arising out of any claim based upon acts performed or omitted to be performed by the indemnitee in connection with the business of the company, including without limitation, attorneys' fees and costs incurred by the indemnitee in settlement or defense of such claims. Notwithstanding the foregoing, no indemnitee shall be so indemnified, defended or held harmless for claims based upon acts or omissions in breach of the Limited Liability Company Agreement or which constitute fraud, gross negligence, or willful misconduct. Amounts incurred by an indemnitee in connection with any action or suit arising out of or in connection with company affairs shall be reimbursed by the company. In addition, no indemnitee shall be personally liable, responsible, accountable in damages or otherwise to the company for any act or omission performed or omitted by such indemnitee in connection with the company or its business. The member's liability for the debts and obligations of the company is limited as set forth in the RULLCA and other applicable law.

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.

        The information required by subsection (b) of this item is incorporated by reference to Item 15 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2015.

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;

II-15

        (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;

        (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 of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that 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-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 May 5, 2016.

INTERVAL LEISURE GROUP, INC.
By:	/s/ JEANETTE E. MARBERT Jeanette E. Marbert Executive Vice President and Chief Operating Officer

        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 indicated on May 5, 2016.

Signature	Title
* Craig M. Nash	Chairman, Chief Executive Officer, President (Principal executive officer) and Director
* Jeanette E. Marbert	Executive Vice President, Chief Operating Officer and Director
* William L. Harvey	Executive Vice President and Chief Financial Officer (Principal financial officer)
* John A. Galea	Senior Vice President, Chief Accounting Officer and Treasurer (Principal accounting officer)
* David Flowers	Director
* Victoria L. Freed	Director
* Chad Hollingsworth	Director

II-17

Signature	Title
* Gary S. Howard	Director
* Lewis J. Korman	Director
* Thomas J. Kuhn	Director
* Thomas P. Murphy, Jr.	Director
* Avy H. Stein	Director
* Thomas J. McInerney	Director

*By:	/s/ JEANETTE E. MARBERT
	Name:	Jeanette E. Marbert
	Attorney-in-Fact

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 May 5, 2016.

INTERVAL ACQUISITION CORP.
By:	/s/ JEANETTE E. MARBERT Jeanette E. Marbert Executive Vice President and Chief Operating Officer

        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 indicated on May 5, 2016.

Signature	Title
* Craig M. Nash	President, Chief Executive Officer (Principal executive officer) and Director
* William L. Harvey	Executive Vice President, Chief Financial Officer (Principal financial officer) and Director
* John A. Galea	Senior Vice President, Chief Accounting Officer and Treasurer (Principal accounting officer)
* Jeanette E. Marbert	Executive Vice President, Chief Operating Officer and Director

*By:	/s/ JEANETTE E. MARBERT
	Name:	Jeanette E. Marbert
	Attorney-in-Fact

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 May 5, 2016.

IIC HOLDINGS, INCORPORATED ILG INTERNATIONAL HOLDINGS, INC. RESORT SALES SERVICES, INC.
By:	/s/ JEANETTE E. MARBERT Jeanette E. Marbert President

        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 indicated on May 5, 2016.

Signature	Title
/s/ JEANETTE E. MARBERT Jeanette E. Marbert	President (Principal executive officer) and Director
* John A. Galea	Senior Vice President, Chief Financial Officer, Treasurer (Principal financial officer and principal accounting officer) and Director
* William L. Harvey	Executive Vice President and Director

*By:	/s/ JEANETTE E. MARBERT
	Name:	Jeanette E. Marbert
	Attorney-in-Fact

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 May 5, 2016.

INTERVAL SOFTWARE SERVICES, LLC MANAGEMENT ACQUISITION HOLDINGS, LLC
By:	/s/ JEANETTE E. MARBERT Jeanette E. Marbert President and Chief Operating Officer

        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 indicated on May 5, 2016.

Signature			Title
/s/ JEANETTE E. MARBERT Jeanette E. Marbert			President, Chief Operating Officer (Principal executive officer) and Manager
* William L. Harvey			Executive Vice President (Principal financial officer) and Manager
* John A. Galea			Senior Vice President, Secretary (Principal accounting officer) and Manager
*By:	/s/ JEANETTE E. MARBERT
	Name:	Jeanette E. Marbert
	Attorney-in-Fact

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 Asheville, State of North Carolina, on May 5, 2016.

MERAGON FINANCIAL SERVICES, LLC
By:	/s/ GREGORY B. SHEPERD Gregory B. Sheperd President

        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 indicated on May 5, 2016.

Signature	Title
/s/ GREGORY B. SHEPERD Gregory B. Sheperd	President (Principal executive officer, principal financial officer and principal accounting officer) and Director

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 May 5, 2016.

MERIDIAN FINANCIAL SERVICES, INC.
By:	/s/ VICTORIA J. KINCKE Victoria J. Kincke Senior Vice President and Secretary

        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 indicated on May 5, 2016.

Signature			Title
* Gregory B. Sheperd			President (Principal executive officer)
* John A. Galea			Senior Vice President, Chief Financial Officer, Treasurer (Principal financial officer and principal accounting officer) and Director
* Victoria J. Kincke			Senior Vice President, Secretary and Director
/s/ WILLIAM L. HARVEY William L. Harvey			Director
*By:	/s/ WILLIAM L. HARVEY
	Name:	William L. Harvey
	Attorney-in-Fact

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 Miami, State of Florida, on May 5, 2016.

REP HOLDINGS, LTD.
By:	/s/ VICTORIA J. KINCKE Victoria J. Kincke Senior Vice President and Secretary

        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 indicated on May 5, 2016.

Signature			Title
* Kelvin M. Bloom			President (Principal executive officer) and Director
* John A. Galea			Senior Vice President, Chief Financial Officer (Principal financial officer and principal accounting officer) and Director
* Victoria J. Kincke			Senior Vice President, Secretary and Director
*By:	/s/ JEANETTE E. MARBERT
	Name:	Jeanette E. Marbert
	Attorney-in-Fact

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 Miami, State of Florida, on May 5, 2016.

VACATION OWNERSHIP LENDING, L.P.
By:	Vacation Ownership Lending GP, Inc., as general partner
By:	/s/ JEANETTE E. MARBERT Jeanette E. Marbert Executive Vice President

        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 indicated on May 5, 2016.

Signature			Title
* John Burlingame			President (Principal executive officer)
* William L. Harvey			Executive Vice President (Principal financial officer) and Director
* John A. Galea			Senior Vice President and Treasurer (Principal accounting officer)
/s/ JEANETTE E. MARBERT Jeanette E. Marbert			Executive Vice President and Director
*By:	/s/ JEANETTE E. MARBERT
	Name:	Jeanette E. Marbert
	Attorney-in-Fact

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 May 5, 2016.

VOL INVESTORS, L.P.
By:	VOL GP, Inc., as general partner
By:	/s/ JEANETTE E. MARBERT Jeanette E. Marbert Executive Vice President

        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 indicated on May 5, 2016.

Signature			Title
* John Burlingame			President (Principal executive officer)
* William L. Harvey			Executive Vice President and Director (Principal financial officer)
* John A. Galea			Senior Vice President and Treasurer (Principal accounting officer)
/s/ JEANETTE E. MARBERT Jeanette E. Marbert			Executive Vice President and Director
*By:	/s/ JEANETTE E. MARBERT
	Name:	Jeanette E. Marbert
	Attorney-in-Fact

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 May 5, 2016.

AQUA-ASTON HOLDINGS, INC.
By:	/s/ JEANETTE E. MARBERT Jeanette E. Marbert Executive Vice President

        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 indicated on May 5, 2016.

Signature			Title
* Craig M. Nash			Chairman and Director
* Kelvin M. Bloom			President (Principal executive officer)
* John A. Galea			Chief Financial Officer, Treasurer (Principal financial officer and principal accounting officer) and Director
/s/ JEANETTE E. MARBERT Jeanette E. Marbert			Executive Vice President and Director
*By:	/s/ JEANETTE E. MARBERT
	Name:	Jeanette E. Marbert
	Attorney-in-Fact

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 May 5, 2016.

AQUA HOTELS AND RESORTS, INC.
By:	/s/ JOHN A. GALEA John A. Galea Senior Vice President

        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 indicated on May 5, 2016.

Signature			Title
* Craig M. Nash			Chairman
* Matthew Bailey			President and Chief Operating Officer (Principal executive officer)
* John A. Galea			Senior Vice President and Manager (Principal financial officer and principal accounting officer)
* Kelvin M. Bloom			Executive Vice President and Manager
*By:	/s/ JEANETTE E. MARBERT
	Name:	Jeanette E. Marbert
	Attorney-in-Fact

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 May 5, 2016.

INTERVAL HOLDINGS, INC.
By:	/s/ JEANETTE E. MARBERT Jeanette E. Marbert Executive Vice President

        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 indicated on May 5, 2016.

Signature			Title
* Craig M. Nash			President and Director (Principal executive officer)
* John A. Galea			Senior Vice President, Chief Financial Officer, Treasurer (Principal financial officer and principal accounting officer) and Director
/s/ JEANETTE E. MARBERT Jeanette E. Marbert			Executive Vice President and Director
*By:	/s/ JEANETTE E. MARBERT
	Name:	Jeanette E. Marbert
	Attorney-in-Fact

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 May 5, 2016.

INTERVAL INTERNATIONAL, INC.
By:	/s/ JEANETTE M. MARBERT Jeanette M. Marbert Executive Vice President and Chief Operating Officer

        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 indicated on May 5, 2016.

Signature			Title
* Craig M. Nash			Chairman, Chief Executive Officer and Director (Principal executive officer)
* William L. Harvey			Executive Vice President (Principal financial officer)
* John A. Galea			Senior Vice President, Chief Financial Officer (Principal accounting officer) and Director
/s/ JEANETTE E. MARBERT Jeanette E. Marbert			Executive Vice President, Chief Operating Officer and Director
*By:	/s/ JEANETTE E. MARBERT
	Name:	Jeanette E. Marbert
	Attorney-in-Fact

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 May 5, 2016.

INTERVAL RESORT & FINANCIAL SERVICES, INC.
By:	/s/ JEANETTE E. MARBERT Jeanette E. Marbert Executive Vice President

        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 indicated on May 5, 2016.

Signature			Title
* David C. Gilbert			President (Principal executive officer)
* John A. Galea			Senior Vice President, Chief Financial Officer, Treasurer (Principal financial officer and principal accounting officer) and Director
/s/ JEANETTE E. MARBERT Jeanette E. Marbert			Executive Vice President and Director
* William L. Harvey			Director
*By:	/s/ JEANETTE E. MARBERT
	Name:	Jeanette E. Marbert
	Attorney-in-Fact

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 May 5, 2016.

OWNERS' RESORTS AND EXCHANGE, INC.
By:	/s/ JEANETTE E. MARBERT Jeanette E. Marbert Executive Vice President

        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 indicated on May 5, 2016.

Signature			Title
* Loren V. Gallagher			President and Chief Executive Officer (Principal executive officer)
* William L. Harvey			Executive Vice President and Director (Principal financial officer)
* John A. Galea			Senior Vice President, Treasurer and Director (Principal accounting officer)
/s/ JEANETTE E. MARBERT Jeanette E. Marbert			Executive Vice President and Director
*By:	/s/ JEANETTE E. MARBERT
	Name:	Jeanette E. Marbert
	Attorney-in-Fact

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 May 5, 2016.

S.O.I. Acquisition Corp.
By:	/s/ JEANETTE E. MARBERT Jeanette E. Marbert Executive Vice President and Chief Operating Officer

        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 indicated on May 5, 2016.

Signature			Title
* Craig M. Nash			President, Chief Executive Officer (Principal executive officer) and Director
* William L. Harvey			Executive Vice President, Chief Financial Officer (Principal financial officer) and Director
* John A. Galea			Senior Vice President and Chief Accounting Officer (Principal accounting officer)
/s/ JEANETTE E. MARBERT Jeanette E. Marbert			Executive Vice President, Chief Operating Officer and Director
*By:	/s/ JEANETTE E. MARBERT
	Name:	Jeanette E. Marbert
	Attorney-in-Fact

II-33

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 May 5, 2016.

WORLDWIDE VACATION & TRAVEL, INC.
By:	/s/ JEANETTE E. MARBERT Jeanette E. Marbert Executive Vice President

        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 indicated on May 5, 2016.

Signature			Title
* Craig M. Nash			Chairman and Director
* David C. Gilbert			President (Principal executive officer)
* John A. Galea			Senior Vice President, Chief Financial Officer, Treasurer (Principal financial officer and principal accounting officer) and Director
/s/ JEANETTE E. MARBERT Jeanette E. Marbert			Executive Vice President and Director
*By:	/s/ JEANETTE E. MARBERT
	Name:	Jeanette E. Marbert
	Attorney-in-Fact

II-34

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 May 5, 2016.

AQUA HOSPITALITY LLC
By:	/s/ JOHN A. GALEA John A. Galea Senior Vice President

        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 indicated on May 5, 2016.

Signature			Title
* Craig M. Nash			Chairman
* Matthew Bailey			President and Chief Operating Officer (Principal executive officer)
* John A. Galea			Senior Vice President and Manager (Principal financial officer and principal accounting officer)
* Kelvin M. Bloom			Executive Vice President and Manager
* Victoria J. Kincke			Senior Vice President, Secretary and Manager
*By:	/s/ JEANETTE E. MARBERT
	Name:	Jeanette E. Marbert
	Attorney-in-Fact

II-35

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 May 5, 2016.

AQUA HOTELS & RESORTS, LLC
By:	Aqua Hospitality LLC, as manager
By:	/s/ JOHN A. GALEA John A. Galea Senior Vice President

        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 indicated on May 5, 2016.

Signature			Title
* Craig M. Nash			Chairman
* Matthew Bailey			President and Chief Operating Officer (Principal executive officer)
* John A. Galea			Senior Vice President and Manager (Principal financial officer and principal accounting officer)
* Kelvin M. Bloom			Executive Vice President and Manager
* Victoria J. Kincke			Senior Vice President, Secretary and Manager
*By:	/s/ JEANETTE E. MARBERT
	Name:	Jeanette E. Marbert
	Attorney-in-Fact

II-36

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 May 5, 2016.

DIAMOND HEAD MANAGEMENT, LLC HOTEL MANAGEMENT SERVICES, LLC KAI MANAGEMENT SERVICES LLC
By:	Aqua Hospitality LLC, as manager
By:	/s/ JOHN A. GALEA John A. Galea Senior Vice President

        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 indicated on May 5, 2016.

Signature			Title
* Craig M. Nash			Chairman
* Matthew Bailey			President and Chief Operating Officer (Principal executive officer)
* John A. Galea			Senior Vice President and Manager (Principal financial officer and principal accounting officer)
* Kelvin M. Bloom			Executive Vice President and Manager
* Victoria J. Kincke			Senior Vice President, Secretary and Manager
*By:	/s/ JEANETTE E. MARBERT
	Name:	Jeanette E. Marbert
	Attorney-in-Fact

II-37

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 May 5, 2016.

AQUA HOTELS AND RESORTS OPERATOR LLC AQUA LUANA OPERATOR LLC
By:	Aqua Hospitality LLC, as managing member
By:	/s/ JOHN A. GALEA John A. Galea Senior Vice President

        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 indicated on May 5, 2016.

Signature			Title
* Craig M. Nash			Chairman
* Matthew Bailey			President and Chief Operating Officer (Principal executive officer)
* John A. Galea			Senior Vice President and Manager (Principal financial officer and principal accounting officer)
* Kelvin M. Bloom			Executive Vice President and Manager
* Victoria J. Kincke			Senior Vice President, Secretary and Manager
*By:	/s/ JEANETTE E. MARBERT
	Name:	Jeanette E. Marbert
	Attorney-in-Fact

II-38

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 May 5, 2016.

AQUA-ASTON HOSPITALITY, LLC ASTON HOTELS & RESORTS, FLORIDA LLC MAUI CONDO AND HOME, LLC RQI HOLDINGS, LLC
By:	/s/ VICTORIA J. KINCKE Victoria J. Kincke Manager

        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 indicated on May 5, 2016.

Signature			Title
* Kelvin M. Bloom			Manager (Principal executive officer)
* John A. Galea			Manager (Principal financial officer and principal accounting officer)
* Victoria J. Kincke			Manager
*By:	/s/ JEANETTE E. MARBERT
	Name:	Jeanette E. Marbert
	Attorney-in-Fact

II-39

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 May 5, 2016.

BEACH HOUSE DEVELOPMENT PARTNERSHIP
By:	HTS-Beach House, Inc., as general partner
By:	/s/ JEANETTE E. MARBERT Jeanette E. Marbert Executive Vice President

        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 indicated on May 5, 2016.

Signature			Title
* John Burlingame			President (Principal executive officer)
* John A. Galea			Senior Vice President and Treasurer (Principal accounting officer)
* William L. Harvey			Executive Vice President and Director (Principal financial officer)
/s/ JEANETTE E. MARBERT Jeanette E. Marbert			Executive Vice President and Director
*By:	/s/ JEANETTE E. MARBERT
	Name:	Jeanette E. Marbert
	Attorney-in-Fact

II-40

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 May 5, 2016.

CDP INVESTORS, L.P.
By:	CDP GP, Inc., as general partner
By:	/s/ JEANETTE E. MARBERT Jeanette E. Marbert Executive Vice President

        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 indicated on May 5, 2016.

Signature			Title
* John Burlingame			President (Principal executive officer)
* William L. Harvey			Executive Vice President (Principal financial officer) and Director
* John A. Galea			Senior Vice President and Treasurer (Principal accounting officer)
/s/ JEANETTE E. MARBERT Jeanette E. Marbert			Executive Vice President and Director
*By:	/s/ JEANETTE E. MARBERT
	Name:	Jeanette E. Marbert
	Attorney-in-Fact

II-41

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 May 5, 2016.

CERROMAR DEVELOPMENT PARTNERS, L.P., S.E.
By:	Cerromar Development Partners GP, Inc., as general partner
By:	/s/ JEANETTE E. MARBERT Jeanette E. Marbert Executive Vice President

        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 indicated on May 5, 2016.

Signature			Title
* John Burlingame			President (Principal executive officer)
* William L. Harvey			Executive Vice President (Principal financial officer) and Director
* John A. Galea			Senior Vice President and Treasurer (Principal accounting officer)
/s/ JEANETTE E. MARBERT Jeanette E. Marbert			Executive Vice President and Director
*By:	/s/ JEANETTE E. MARBERT
	Name:	Jeanette E. Marbert
	Attorney-in-Fact

II-42

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 May 5, 2016.

GRAND ASPEN HOLDINGS, LLC GRAND ASPEN LODGING, LLC HTS-MAUI, L.L.C. WINDWARD POINTE II, L.L.C.
By:	/s/ JEANETTE E. MARBERT Jeanette E. Marbert Executive Vice President

        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 indicated on May 5, 2016.

Signature			Title
* John Burlingame			President (Principal executive officer)
* William L. Harvey			Executive Vice President (Principal financial officer)
* John A. Galea			Senior Vice President and Treasurer (Principal accounting officer)
/s/ JEANETTE E. MARBERT Jeanette E. Marbert			Executive Vice President
*By:	/s/ JEANETTE E. MARBERT
	Name:	Jeanette E. Marbert
	Attorney-in-Fact

II-43

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 May 5, 2016.

HTS-B.C., LLC HTS-BEACH HOUSE PARTNER, L.L.C. HTS- SUNSET HARBOR PARTNER, L.L.C. HTS-WINDWARD POINTE PARTNER, L.L.C.
By:	/s/ JEANETTE E. MARBERT Jeanette E. Marbert Executive Vice President

        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 indicated on May 5, 2016.

Signature			Title
* John Burlingame			President (Principal executive officer)
* William L. Harvey			Executive Vice President (Principal financial officer) and Manager
* John A. Galea			Senior Vice President and Treasurer (Principal accounting officer)
/s/ JEANETTE E. MARBERT Jeanette E. Marbert			Executive Vice President and Manager
*By:	/s/ JEANETTE E. MARBERT
	Name:	Jeanette E. Marbert
	Attorney-in-Fact

II-44

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 May 5, 2016.

CDP GP, INC. CERROMAR DEVELOPMENT PARTNERS GP, INC. HT-HIGHLANDS, INC. HTS-BEACH HOUSE, INC. HTS-COCONUT POINT, INC. HTS-GROUND LAKE TAHOE, INC. HTS-KEY WEST, INC. HTS-KW, INC. HTS-LAKE TAHOE, INC. HTS-LOAN SERVICING, INC. HTS-MAIN STREET STATION, INC. HTS-SEDONA, INC. HV GLOBAL MANAGEMENT CORPORATION HV GLOBAL MARKETING CORPORATION VACATION OWNERSHIP LENDING GP, INC. VOL GP, INC.
By:	/s/ JEANETTE E. MARBERT Jeanette E. Marbert Executive Vice President

        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 indicated on May 5, 2016.

Signature			Title
* John Burlingame			President (Principal executive officer)
* William L. Harvey			Executive Vice President (Principal financial officer) and Director
* John A. Galea			Senior Vice President and Treasurer (Principal accounting officer)
/s/ JEANETTE E. MARBERT Jeanette E. Marbert			Executive Vice President and Director
*By:	/s/ JEANETTE E. MARBERT
	Name:	Jeanette E. Marbert
	Attorney-in-Fact

II-45

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 May 5, 2016.

HTS-SAN ANTONIO, INC.
By:	/s/ VICTORIA J. KINCKE Victoria J. Kincke Senior Vice President and Secretary

        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 indicated on May 5, 2016.

Signature			Title
* John Burlingame			President (Principal executive officer)
/s/ WILLIAM L. HARVEY William L. Harvey			Executive Vice President (Principal financial officer) and Director
* John A. Galea			Senior Vice President and Treasurer (Principal accounting officer)
* Victoria J. Kincke			Senior Vice President, Secretary and Director
*By:	/s/ WILLIAM L. HARVEY
	Name:	William L. Harvey
	Attorney-in-Fact

II-46

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 May 5, 2016.

TRADING PLACES INTERNATIONAL, LLC
By:	/s/ VICTORIA J. KINCKE Victoria J. Kincke Senior Vice President and Secretary
PARADISE VACATION ADVENTURES, LLC
By:	Trading Places International, LLC, as sole member
By:	/s/ VICTORIA J. KINCKE Victoria J. Kincke Senior Vice President and Secretary

        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 indicated on May 5, 2016.

Signature	Title
* Loren V. Gallagher	President and Chief Executive Officer (Principal executive officer)
/s/ WILLIAM L. HARVEY William L. Harvey	Executive Vice President (Principal financial officer) and Director
* John A. Galea	Senior Vice President, Treasurer (Principal accounting officer) and Director
* Victoria J. Kincke	Senior Vice President, General Counsel, Secretary and Director

*By:	/s/ WILLIAM L. HARVEY
	Name:	William L. Harvey
	Attorney-in-Fact

II-47

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 May 5, 2016.

HTS-SAN ANTONIO, L.L.C.
By:	/s/ JEANETTE E. MARBERT Jeanette E. Marbert Executive Vice President

        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 indicated on May 5, 2016.

Signature	Title
* John Burlingame	President (Principal executive officer)
* William L. Harvey	Executive Vice President (Principal financial officer)
* John A. Galea	Senior Vice President and Treasurer (Principal accounting officer)
/s/ JEANETTE E. MARBERT Jeanette E. Marbert	Executive Vice President

*By:	/s/ JEANETTE E. MARBERT
	Name:	Jeanette E. Marbert
	Attorney-in-Fact

II-48

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 May 5, 2016.

HTS-SAN ANTONIO, L.P.
By:	HTS-San Antonio, Inc., as general partner
By:	/s/ VICTORIA J. KINCKE Victoria J. Kincke Senior Vice President and Secretary

        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 indicated on May 5, 2016.

Signature	Title
* John Burlingame	President (Principal executive officer)
/s/ WILLIAM L. HARVEY William L. Harvey	Executive Vice President (Principal financial officer)
* John A. Galea	Senior Vice President and Treasurer (Principal accounting officer)
* Victoria J. Kincke	Senior Vice President and Secretary

*By:	/s/ WILLIAM L. HARVEY
	Name:	William L. Harvey
	Attorney-in-Fact

II-49

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 May 5, 2016.

HTS-WILD OAK RANCH BEVERAGE, LLC
By:	/s/ VICTORIA J. KINCKE Victoria J. Kincke Senior Vice President and Secretary

        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 indicated on May 5, 2016.

Signature	Title
/s/ WILLIAM L. HARVEY William L. Harvey	President (Principal executive officer, principal financial officer and principal accounting officer) and Manager
/s/ VICTORIA J. KINCKE Victoria J. Kincke	Senior Vice President, Secretary and Manager

II-50

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 May 5, 2016.

HV GLOBAL GROUP, INC.
By:	/s/ JEANETTE E. MARBERT Jeanette E. Marbert Executive Vice President

        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 indicated on May 5, 2016.

Signature			Title
* John Burlingame			President (Principal executive officer)
* William L. Harvey			Executive Vice President (Principal financial officer) and Director
* John A. Galea			Senior Vice President, Treasurer (Principal accounting officer) and Director
/s/ JEANETTE E. MARBERT Jeanette E. Marbert			Executive Vice President and Director
*By:	/s/ JEANETTE E. MARBERT
	Name:	Jeanette E. Marbert
	Attorney-in-Fact

II-51

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 May 5, 2016.

ILG MANAGEMENT, LLC
By:	/s/ JEANETTE E. MARBERT Jeanette E. Marbert Manager

        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 indicated on May 5, 2016.

Signature			Title
/s/ JEANETTE E. MARBERT Jeanette E. Marbert			Manager (Principal executive officer)
* William L. Harvey			Manager (Principal financial officer)
* John A. Galea			Manager (Principal accounting officer)
*By:	/s/ JEANETTE E. MARBERT
	Name:	Jeanette E. Marbert
	Attorney-in-Fact

II-52

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 May 5, 2016.

KEY WESTER LIMITED
By:	HTS-KW, Inc., as general partner
By:	/s/ JEANETTE E. MARBERT Jeanette E. Marbert Executive Vice President

        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 indicated on May 5, 2016.

Signature			Title
* John Burlingame			President (Principal executive officer)
* William L. Harvey			Executive Vice President (Principal financial officer) and Director
* John A. Galea			Senior Vice President and Treasurer (Principal accounting officer)
/s/ JEANETTE E. MARBERT Jeanette E. Marbert			Executive Vice President and Director
*By:	/s/ JEANETTE E. MARBERT
	Name:	Jeanette E. Marbert
	Attorney-in-Fact

II-53

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 May 5, 2016.

RESORT MANAGEMENT FINANCE SERVICES, INC.
By:	/s/ MICHELE KEUSCH Michele Keusch President

        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 indicated on May 5, 2016.

Signature			Title
/s/ MICHELE KEUSCH Michele Keusch			President (Principal executive officer) and Director
* Jill Tilton Silverman			Treasurer (Principal financial officer and principal accounting officer) and Director
/s/ VICTORIA J. KINCKE Victoria J. Kincke			Secretary and Director
*By:	/s/ JEANETTE E. MARBERT
	Name:	Jeanette E. Marbert
	Attorney-in-Fact

II-54

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 May 5, 2016.

HVO KEY WEST HOLDINGS, LLC
By:	HV Global Marketing Corporation, its sole member
By:	/s/ JEANETTE E. MARBERT Jeanette E. Marbert Executive Vice President

        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 indicated on May 5, 2016.

Signature			Title
* John Burlingame			President (Principal executive officer)
* William L. Harvey			Executive Vice President (Principal financial officer) and Director
* John A. Galea			Senior Vice President (Principal accounting officer) and Treasurer
/s/ JEANETTE E. MARBERT Jeanette E. Marbert			Executive Vice President and Director
*By:	/s/ JEANETTE E. MARBERT
	Name:	Jeanette E. Marbert
	Attorney-in-Fact

II-55

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 May 5, 2016.

SUNSET HARBOR DEVELOPMENT PARTNERSHIP
By:	HTS-Key West, Inc., as general partner
By:	/s/ JEANETTE E. MARBERT Jeanette E. Marbert Executive Vice President

        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 indicated on May 5, 2016.

Signature			Title
* William L. Harvey			Executive Vice President (Principal executive officer and principal financial officer) and Director
* John A. Galea			Senior Vice President and Treasurer (Principal accounting officer)
/s/ JEANETTE E. MARBERT Jeanette E. Marbert			Executive Vice President and Director
*By:	/s/ JEANETTE E. MARBERT
	Name:	Jeanette E. Marbert
	Attorney-in-Fact

II-56

EXHIBIT INDEX

Exhibit			Description	Incorporated By Reference Location
	2.1		Business Transfer Deed, dated August 3, 2013, among CLC Resort Management Limited, Gorvines Limited, VRI Europe Limited and the other parties thereto	ILG's Quarterly Report on Form 10-Q filed on November 5, 2013
	2.2		Equity Interest Purchase Agreement, dated May 6, 2014 among Hyatt Corporation, HTS-Aspen, L.L.C., S.O.I. Acquisition Corp. and Interval Leisure Group.	ILG's Quarterly Report on Form 10-Q filed on August 6, 2014
	2.3		Agreement and Plan of Merger, dated as of October 27, 2015, by and among Interval Leisure Group, Inc., Iris Merger Sub, Inc., Starwood Hotels & Resorts Worldwide, Inc. and Vistana Signature Experiences, Inc.	Exhibit 2.1 to the Current Report on Form 8-K/A filed by Starwood Hotels & Resorts Worldwide, Inc. on November 3, 2015
	2.4		Separation Agreement, dated as of October 27, 2015, by and among Interval Leisure Group, Inc., Starwood Hotels & Resorts Worldwide, Inc. and Vistana Signature Experiences, Inc.	Exhibit 2.2 to the Current Report on Form 8-K/A filed by Starwood Hotels & Resorts Worldwide, Inc. on November 3, 2015
	3.1		Amended and Restated Certificate of Incorporation of Interval Leisure Group, Inc.	ILG's Current Report on Form 8-K filed on August 25, 2008
	3.2		Fourth Amended and Restated By-laws of Interval Leisure Group, Inc.	ILG's Current Report on Form 8-K filed on December 12, 2014
	3.3		Certificate of Designation, Preferences and Rights of Series A Junior Participating Preferred Stock of Interval Leisure Group, Inc.	ILG's Quarterly Report on Form 10-Q filed on August 11, 2009
	3.4	**	Certificate of Incorporation of Vacation Holdings Hawaii, Inc. (now Aqua-Aston Holdings, Inc.)
	3.5	*	By-laws of Vacation Holdings Hawaii, Inc. (now Aqua-Aston Holdings, Inc.)
	3.6	*	Certificate of Formation of Aqua Hospitality LLC
	3.7	*	Amended and Restated Limited Liability Company Agreement of Aqua Hospitality LLC
	3.8	*	Articles of Organization of Aqua Hotels & Resorts, LLC
	3.9	*	Second Amended Operating Agreement of Aqua Hotels & Resorts, LLC
	3.10	*	Second Amended and Restated Certificate of Incorporation of Aqua Hotels and Resorts, Inc.
	3.11	*	By-laws of Aqua Hotels and Resorts, Inc.
	3.12	*	Certificate of Formation of Aqua Hotels and Resorts Operator LLC

II-57

Exhibit			Description	Incorporated By Reference Location
	3.13	*	Limited Liability Company Agreement of Aqua Hotels and Resorts Operator LLC
	3.14	*	Articles of Organization of Aqua Luana Operator LLC
	3.15	*	Operating Agreement of Aqua Luana Operator LLC
	3.16	**	Articles of Organization of ResortQuest Hawaii, LLC (now Aqua-Aston Hospitality, LLC)
	3.17		Amended and Restated Operating Agreement of ResortQuest Hawaii, LLC (now Aqua-Aston Hospitality, LLC)	ILG's Registration Statement on Form S-4 filed on October 3, 2008
	3.18	*	Articles of Organization of Aston Hotels & Resorts Florida, LLC
	3.19	*	Operating Agreement of Aston Hotels & Resorts Florida, LLC
	3.20	*	Certificate of Incorporation of CDP GP, Inc.
	3.21	*	By-laws of CDP GP, Inc.
	3.22	*	Certificate of Limited Partnership of CDP Investors, L.P.
	3.23	*	Agreement of Limited Partnership of CDP Investors, L.P.
	3.24	*	Certificate of Incorporation of Cerromar Development Partners GP, Inc.
	3.25	*	By-laws of Cerromar Development Partners GP, Inc.
	3.26	*	Certificate of Limited Partnership of Cerromar Development Partners, L.P., S.E.
	3.27	*	Agreement of Limited Partnership of Cerromar Development Partners, L.P., S.E.
	3.28	*	Articles of Organization of Diamond Head Management LLC
	3.29	*	First Amended Operating Agreement of Diamond Head Management LLC
	3.30	*	Certificate of Formation of Grand Aspen Holdings, LLC
	3.31	*	Second Amended and Restated Limited Liability Company Operating Agreement of Grand Aspen Holdings, LLC
	3.32	*	Certificate of Formation of Grand Aspen Lodging, LLC
	3.33	*	Limited Liability Company Operating Agreement of Grand Aspen Lodging, LLC
	3.34	*	Reserved
	3.35	*	Reserved
	3.36	*	Articles of Organization of Hotel Management Services LLC

II-58

Exhibit			Description	Incorporated By Reference Location
	3.37	*	First Amended Operating Agreement of Hotel Management Services LLC
	3.38	*	Certificate of Incorporation of H-Sub 68, Inc. (now HT-Highlands, Inc.)
	3.39	*	By-laws of HT-Highlands, Inc.
	3.40	*	Certificate of Formation of HTS-BC, L.L.C.
	3.41	*	Limited Liability Company Operating Agreement of HTS-BC, L.L.C.
	3.42	*	Certificate of Incorporation of HTS-Beach House, Inc.
	3.43	*	By-laws of HTS-Beach House, Inc.
	3.44	*	Certificate of Formation of HTS-Beach House Partner, L.L.C.
	3.45	*	Limited Liability Company Operating Agreement of HTS-Beach House Partner, L.L.C.
	3.46	*	Certificate of Incorporation of HTS-Coconut Point, Inc.
	3.47	*	By-laws of HTS-Coconut Point, Inc.
	3.48	*	Certificate of Incorporation of HTS-Ground Lake Tahoe, Inc.
	3.49	*	By-laws of HTS-Ground Lake Tahoe, Inc.
	3.50	*	Certificate of Incorporation of H-Sub 65, Inc. (now HTS-Key West, Inc.)
	3.51	**	By-laws of HTS-Key West, Inc.
	3.52	*	Certificate of Incorporation of HTS-KW, Inc.
	3.53	*	By-laws of HTS-KW, Inc.
	3.54	*	Certificate of Incorporation of HT-New Dulles Airport Hotel, Inc. (now HTS-Lake Tahoe, Inc.)
	3.55	*	By-laws of HTS-Lake Tahoe, Inc.
	3.56	*	Certificate of Incorporation of HTS-Loan Servicing, Inc.
	3.57	*	By-laws of HTS-Loan Servicing, Inc.
	3.58	*	Certificate of Incorporation of HTS-Main Street Station, Inc.
	3.59	*	By-laws of HTS-Main Street Station, Inc.
	3.60	*	Certificate of Formation of HTS-Maui, L.L.C.
	3.61	*	Limited Liability Company Operating Agreement of HTS-Maui, L.L.C.
	3.62	*	Certificate of Incorporation of HTS-San Antonio, Inc.
	3.63	*	By-laws of HTS-San Antonio, Inc

II-59

Exhibit			Description	Incorporated By Reference Location
	3.64	*	Certificate of Formation of HTS-San Antonio, L.L.C.
	3.65	*	Operating Agreement of HTS-San Antonio, L.L.C.
	3.66	*	Certificate of Limited Partnership of HTS-San Antonio, L.P.
	3.67	*	Agreement of Limited Partnership of HTS-San Antonio, L.P.
	3.68	*	Certificate of Incorporation of HTS-Sedona, Inc.
	3.69	*	By-laws of HTS-Sedona, Inc.
	3.70	*	Certificate of Formation of HTS-Sunset Harbor Partner, L.L.C.
	3.71	*	Limited Liability Company Operating Agreement of HTS-Sunset Harbor Partner, L.L.C.
	3.72	*	Articles of Organization of HTS-Wild Oak Ranch Beverage, LLC
	3.73	*	Regulations of HTS-Wild Oak Ranch Beverage, LLC
	3.74	*	Certificate of Formation of HTS-Windward Pointe Partner, L.L.C.
	3.75	*	Limited Liability Company Operating Agreement of HTS-Windward Pointe Partner, L.L.C.
	3.76	*	Certificate of Incorporation of H-Sub 54, Inc. (now HV Global Group, Inc.)
	3.77	*	By-laws of Hyatt Vacation Ownership, Inc. (now HV Global Group, Inc.)
	3.78	*	Certificate of Incorporation of H-Sub 67, Inc. (now HV Global Management Corporation)
	3.79	*	By-laws of Hyatt Vacation Management Corporation (now HV Global Management Corporation)
	3.80	*	Articles of Incorporation of Key West Vacation Marketing Company (now HV Global Marketing Corporation)
	3.81	*	By-laws of Key West Vacation Marketing Company (now HV Global Marketing Corporation)
	3.82		Reserved
	3.83	*	Articles of Organization of HVO Key West Holdings, LLC
	3.84	*	Limited Liability Company Agreement of HVO Key West Holdings, LLC
	3.85		Certificate of Incorporation of Interval International, Inc. (now IIC Holdings, Incorporated)	ILG's Registration Statement on Form S-4 filed on October 3, 2008

II-60

Exhibit			Description	Incorporated By Reference Location
	3.86		By-laws of Interval International, Inc. (now IIC Holdings, Incorporated)	ILG's Registration Statement on Form S-4 filed on October 3, 2008
	3.87	*	Articles of Incorporation of ILG International Holdings, Inc.
	3.88	*	By-laws of ILG International Holdings, Inc.
	3.89	*	Articles of Organization of ILG Management, LLC
	3.90	*	Operating Agreement of ILG Management, LLC
	3.91		Certificate of Incorporation of Interval Holdings, Inc.	ILG's Registration Statement on Form S-4 filed on October 3, 2008
	3.92		By-laws of Interval Holdings, Inc.	ILG's Registration Statement on Form S-4 filed on October 3, 2008
	3.93		Articles of Incorporation of New Interval International, Inc. (now Interval International, Inc.)	ILG's Registration Statement on Form S-4 filed on October 3, 2008
	3.94	*	Amended and Restated By-laws of Interval International, Inc.
	3.95		Articles of Incorporation of Tenstar Corporation (now Interval Resort & Financial Services, Inc.)	ILG's Registration Statement on Form S-4 filed on October 3, 2008
	3.96		By-laws of Tenstar Corporation (now Interval Resort & Financial Services, Inc.)	ILG's Registration Statement on Form S-4 filed on October 3, 2008
	3.97		Amended and Restated Articles of Organization of Interval Software Services, LLC	ILG's Registration Statement on Form S-4 filed on October 3, 2008
	3.98		Operating Agreement of Resort Solutions, LLC (now Interval Software Services, LLC)	ILG's Registration Statement on Form S-4 filed on October 3, 2008
	3.99	*	Articles of Organization Kai Management Services LLC
	3.100	*	First Amended Operating Agreement of Kai Management Services LLC
	3.101	*	Certificate of Partnership of Key Wester Limited
	3.102	*	Agreement of Limited Partnership of Key Wester Limited
	3.103	**	Amended and Restated Articles of Organization of ResortQuest Real Estate of Hawaii, LLC (now Maui Condo and Home, LLC)

II-61

Exhibit			Description	Incorporated By Reference Location
	3.104		Amended and Restated Operating Agreement of ResortQuest Real Estate of Hawaii, LLC (now Maui Condo and Home, LLC)	ILG's Registration Statement on Form S-4 filed on October 3, 2008
	3.105	*	Certificate of Formation of TPI Acquisition Holdings, LLC (now Management Acquisition Holdings, LLC)
	3.106	*	Limited Liability Company Agreement of TPI Acquisition Holdings, LLC (now Management Acquisition Holdings, LLC)
	3.107		Articles of Incorporation of Meragon Financial Services, Inc.	ILG's Registration Statement on Form S-4 filed on October 3, 2008
	3.108		By-laws of Meragon Financial Services, Inc.	ILG's Registration Statement on Form S-4 filed on October 3, 2008
	3.109		Articles of Incorporation of Meridian Financial Services, Inc.	ILG's Registration Statement on Form S-4 filed on October 3, 2008
	3.110		By-laws of Meridian Financial Services, Inc.	ILG's Registration Statement on Form S-4 filed on October 3, 2008
	3.111	*	Amended and Restated Articles of Incorporation of Owners' Resorts and Exchange, Inc.
	3.112	*	Amended and Restated By-laws of Owners' Resorts and Exchange, Inc.
	3.113	*	Articles of Organization of Paradise Vacation Adventures, LLC
	3.114	*	Articles of Incorporation of ICR Finance Services, Inc. (now Resort Management Finance Services, Inc.)
	3.115	*	By-laws of ICR Finance Services, Inc. (now Resort Management Finance Services, Inc.)
	3.116		Articles of Incorporation of REP Holdings, Ltd.	ILG's Registration Statement on Form S-4 filed on October 3, 2008
	3.117		By-laws of REP Holdings, LTD.	ILG's Registration Statement on Form S-4 filed on October 3, 2008
	3.118	*	Certificate of Incorporation of Resort Sales Services, Inc.
	3.119	*	By-laws of Resort Sales Services, Inc.
	3.120		Amended and Restated Articles of Organization of RQI Holdings, LLC	ILG's Registration Statement on Form S-4 filed on December 24, 2008

II-62

Exhibit			Description	Incorporated By Reference Location
	3.121		Amended and Restated Operating Agreement of RQI Holdings, LLC	ILG's Registration Statement on Form S-4 filed on October 3, 2008
	3.122	*	Articles of Incorporation of S.O.I. Acquisition Corp.
	3.123	*	By-laws of S.O.I. Acquisition Corp.
	3.124	*	Articles of Incorporation of Laguna Niguel Travel, Inc. (now Trading Places International, LLC)
	3.125	*	Limited Liability Company Agreement of Trading Places International, LLC
	3.126	*	Certificate of Incorporation of Vacation Ownership Lending GP, Inc.
	3.127	*	By-laws of Vacation Ownership Lending GP, Inc.
	3.128	*	Certificate of Limited Partnership of Vacation Ownership Lending, L.P.
	3.129	*	Articles of Incorporation of Vacation Resorts International
	3.130	*	By-laws of Vacation Resorts International
	3.131	*	Certificate of Incorporation of VOL GP, Inc.
	3.132	*	By-laws of VOL GP, Inc.
	3.133	*	Certificate of Limited Partnership of VOL Investors, L.P.
	3.134	*	Agreement of Limited Partnership of VOL Investors, L.P.
	3.135	*	Certificate of Formation of Windward Pointe II, L.L.C.
	3.136	*	Operating Agreement of Windward Pointe II, L.L.C.
	3.137		Articles of Incorporation of Interval Travel, Inc. (now Worldwide Vacation & Travel, Inc.)	ILG's Registration Statement on Form S-4 filed on October 3, 2008
	3.138		By-laws of Interval Travel, Inc. (now Worldwide Vacation & Travel, Inc.)	ILG's Registration Statement on Form S-4 filed on October 3, 2008
	4.1		Rights Agreement dated as of June 10, 2009, between Interval Leisure Group, Inc. and the Bank of New York Mellon, as Rights Agent, which includes the Form of Certificate of Designation, Preferences and Rights of Series A Junior Participating Preferred Stock as Exhibit A, the Form of Rights Certificate as Exhibit B and the Summary of Rights to Purchase Preferred Stock as Exhibit C	ILG's Current Report on Form 8-K filed on June 11, 2009
	4.2		Indenture, dated April 10, 2015, among Interval Acquisition Corp., Interval Leisure Group, Inc., the other Guarantors party thereto and HSBC Bank USA, National Association	ILG's Current Report on Form 8-K filed on April 10, 2015

II-63

Exhibit			Description	Incorporated By Reference Location
	4.3		Registration Rights Agreement among Interval Acquisition Corp., Interval Leisure Group, Inc., the other Guarantors party thereto, and Wells Fargo Securities, LLC, dated April 10, 2015	ILG's Current Report on Form 8-K filed on April 10, 2015
	4.4		Form of 5.625% Senior Note due 2023	Exhibit A to Exhibit 4.2
	5.1	**	Opinion of Holland & Knight LLC
	12.1	*	Computation of Ratio of Earnings to Fixed Charges
	21.1		Subsidiaries of Interval Leisure Group, Inc.	ILG's Annual Report on Form 10-K filed on February 26, 2016
	23.1	*	Consent of Ernst & Young LLP
	23.2	*	Consent of Ernst & Young LLP
	23.3	**	Consent of Holland & Knight LLP (included in Exhibit 5.1)
	25.1	*	Form T-1 Statement of Eligibility of The Bank of New York Mellon to act as Trustee
	99.1	*	Letter of Transmittal
	99.2	*	Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees
	99.3	*	Letter to Clients

†

Reflects management contracts and management and director compensatory plans

*

Previously Filed

**

Filed Herewith

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QuickLinks

EXPLANATORY NOTE
TABLE OF ADDITIONAL REGISTRANTS
PART II INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20. Indemnification of Officers and Directors

Item 21. Exhibits and Financial Statements Schedules
Item 22. Undertakings

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EXHIBIT INDEX

EX-3.4

Exhibit 3.4

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

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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.

(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 nonvoting 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.

(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.

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(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 l(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 of the shares of Class B Common Stock into shares of Class A Common Stock, and “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 tile 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

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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 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.

(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. 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 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

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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.

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 011 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,

(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

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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 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

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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 that: 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 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.

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(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”), 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

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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.

(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

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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 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

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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

(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.

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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 require, 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 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, after, change or repeal any pro vision 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

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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 or 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 1Elimination 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.

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 2Indemnification and Insurance.

(a)Right to 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

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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, 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 officer (and

15

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 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 i n 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 my 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 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

16

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 bas 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 Right. 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 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 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 18th Street, New York, New York 10011.

17

IN WITNESS WHEREOF, I, the undersigned, being the incorporator herein before named, do hereby further certify that the facts hereinabove stated are truly set forth and, accordingly, I have hereunto set my hand this 11th day of April, 2007.

/s/ Gregg Winiarski

Gregg Winiarski

Incorporator

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]

IN WITNESS WHEREOF, said Corporation has caused this certificate to be signed this 22nd day of September, 2008.

VACATION HOLDINGS HAWAII, INC.
By:	/s/ Jeanette E. Marbert
Name:	Jeanette E. Marbert
Title:	Executive Vice President

20

STATE OF DELAWARE
CERTIFICATE OF AMENDMENT
OF CERTIFICATE OF INCORPORATION

The corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware does hereby certify:

FIRST:  That at a meeting of the Board of Directors of Vacation Holdings Hawaii, Inc. resolutions were duly adopted setting forth a proposed amendment of the Certificate of Incorporation of said corporation, declaring said amendment to be advisable and calling a meeting of the stockholders of said corporation for consideration thereof. The resolution setting forth the proposed amendment is as follows:

RESOLVED, that the Certificate of Incorporation of this corporation be amended by changing the Article thereof numbered “Article I” so that, as amended, said Article shall be and read as follows:

The name of the corporation (which is hereinafter referred to as the “Corporation”) is:

HOSPITALITY PARTNERS, INC.

SECOND:  That thereafter, pursuant to resolution of its Board of Directors, a special meeting of the stockholders of said corporation was duly called and held upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware at which meeting the necessary number of shares as required by statute were voted in favor of the amendment.

THIRD:  That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, said corporation has caused this certificate to be signed this 7th day of May, 2014

By:	/s/ Victoria J. Kincke
	Authorized Officer
Title:	Sr. Vice President and Secretary
Name:	Victoria J. Kincke
	Print or Type

STATE OF DELAWARE
CERTIFICATE OF AMENDMENT
OF CERTIFICATE OF INCORPORATION

The corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware does hereby certify:

FIRST:  That at a meeting of the Board of Directors of HOSPITALITY PARTNERS, INC. resolutions were duly adopted setting forth a proposed amendment of the Certificate of Incorporation of said corporation, declaring said amendment to be advisable and calling a meeting of the stockholders of said corporation for consideration thereof. The resolution setting forth the proposed amendment is as follows:

RESOLVED, that the Certificate of Incorporation of this corporation be amended by changing the Article thereof numbered “Article I” so that, as amended, said Article shall be and read as follows:

The name of the corporation (which is hereinafter referred to as the “Corporation”) is:

AHR HOSPITALITY PARTNERS, INC.

SECOND:  That thereafter, pursuant to resolution of its Board of Directors, a special meeting of the stockholders of said corporation was duly called and held upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware at which meeting the necessary number of shares as required by statute were voted in favor of the amendment.

THIRD:  That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, said corporation has caused this certificate to be signed this 11th day of September, 2014

By:	/s/ Victoria J. Kincke
	Authorized Officer
Title:	Sr. Vice President and Secretary
Name:	Victoria J. Kincke
	Print or Type

22

STATE OF DELAWARE
CERTIFICATE OF AMENDMENT
OF CERTIFICATE OF INCORPORATION

The corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware does hereby certify:

FIRST:  That at a meeting of the Board of Directors of

AHR HOSPITALITY PARTNERS, INC.

resolutions were duly adopted setting forth a proposed amendment of the Certificate of Incorporation of said corporation, declaring said amendment to be advisable and calling a meeting of the stockholders of said corporation for consideration thereof.  The resolution setting forth the proposed amendment is as follows:

RESOLVED, that the Certificate of Incorporation of this corporation be amended by changing the Article thereof numbered “Article I” so that, as amended, said Article shall be and read as follows:

The name of the corporation (which is hereinafter referred to as the “Corporation”) is:

AQUA-ASTON HOLDINGS, INC.

SECOND:  That thereafter, pursuant to resolution of its Board of Directors, a special meeting of the stockholders of said corporation was duly called and held upon notice in accordance with Section 222 of the General Corporation law of the State of Delaware at which meeting the necessary number of shares as required by statute were voted in favor of the amendment.

THIRD: That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, said corporation has caused this certificate to be signed this 21st day of July, 2015.

By:	/s/ Victoria J. Kincke
	Authorized Officer
Title:	Senior Vice President
Name:	Victoria J. Kincke
	Print or Type

EX-3.16

Exhibit 3.16

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.

American LegalNet, Inc.

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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.

American LegalNet, Inc.

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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.

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 AMENDMENT TO CHANGE LIMITED LIABILITY COMPANY NAME
(Section 428-204, Hawaii Revised Statutes)

PLEASE TYPE OR PRINT LEGIBLY IN BLACK INK

The undersigned, for the purpose of amending the articles of organization, do hereby as follows:

1.	The present name of the limited liability company is:
	ASTON HOTELS & RESORTS, LLC

2.	The name of the limited liability company is changed to:
	AQUA-ASTON HOSPITALITY, LLC
3.	The amendment 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.

We certify, under the penalties set forth in the Hawaii Uniform Limited Liability Company Act, that we have read the above statements, we are authorized to make this change, and that the statements are true and correct.

Signed this 31 day of JULY 2015

KELVIN BLOOM	Manager
(Type/Print Name & Title)		(Type/Print Name & Title)
KELVIN BLOOM
(Signature)		(Signature)

EX-3.51

Exhibit 3.51

HTS-KEY WEST, INC.

-o-0-o-

BY-LAWS

-o-0-o-

ARTICLE I

OFFICES

Section 1The registered office shall be in the City of Dover, County of Kent, State of Delaware.

Section 2The 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 1All meetings of the stockholders for the election of directors shall be held in the City of Chicago, State of Illinois, at such place as may be fixed from time to time by the board of directors, or at such other place either within or without the State of Delaware as shall be designated from time to time by the board of directors and stated in the notice of the meeting. Meetings of stockholders for any other purpose may be held at such time and place, within or without the State of Delaware, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

Section 2Annual meetings of stockholders, commencing with the year 1994 shall be held on the first Monday of June if not a legal holiday, and if a legal holiday, then on the next secular day following, at 10:00 A. M., or at such other date and time as shall be designated from time to time by the board of directors and stated in the notice of the meeting, at which they shall elect by a plurality vote a board of directors, and transact such other business as may properly be brought before the meeting.

Section 3Written notice of the annual meeting stating the place, date and hour of the meeting shall be given to each stockholder entitled to vote at such meeting not less than ten nor more than sixty days before the date of the meeting.

Section 4The 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 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, 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 present.

Section 5Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute or by the certificate of incorporation, may be called by the president and shall be called by the president or secretary at the request in writing of a majority of the board of directors, or at the request in writing of stockholders owning a majority in amount of the entire capital stock of the corporation issued and outstanding and entitled to vote. Such request shall state the purpose or purposes of the proposed meeting.

Section 6Written notice of a special meeting stating the place, date and hour of the meeting and the purpose or purposes for which the meeting is called, shall be given not less than ten nor more than sixty days before the date of the meeting, to each stockholder entitled to vote at such meeting.

Section 7Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.

Section 8The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by statute or by the certificate of incorporation. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified. 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 9When a quorum is present at any meeting, the vote of the holders of a majority of the stock having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which by express provision of the statutes 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 10Unless otherwise provided in the certificate of incorporation, each stockholder shall at every meeting of the stockholders be entitled to one vote in person or by proxy for each share of the capital stock having voting power held by such stockholder, but no proxy shall be voted on after three years from its date, unless the proxy provides for a longer period.

Section 11Unless 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

2

action which may be taken at any annual or special meeting of such 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 III

DIRECTORS

Section 1The number of directors which shall constitute the whole board shall be not less than two (2). The directors shall be elected at the annual meeting of the stockholders, except as provided in Section 2 of this Article, and each director elected shall hold office until his successor is elected and qualified. Directors need not be stockholders.

Section 2Vacancies 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, and the directors so chosen shall hold office until the next annual election and until their successors are duly elected and shall qualify, unless sooner displaced. If there are no directors in office, then an election of directors may be held in the manner provided by statute. If, at the time of filling any vacancy or any newly created directorship, the directors then in office shall constitute less than a majority of the whole board (as constituted immediately prior to any such increase), the Court of Chancery may, upon application of any stockholder or stockholders holding at least ten percent of the total number of the shares at the time outstanding having the right to vote for such directors, summarily order an election to be held to fill any such vacancies or newly created directorships, or to replace the directors chosen by the directors then in office.

Section 3The business of the corporation shall be managed by or under the direction of its board of directors, which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the certificate of incorporation or by these by-laws directed or required to be exercised or done by the stockholders.

MEETINGS OF THE BOARD OF DIRECTORS

Section 4The board of directors of the corporation may hold meetings, both regular and special, either within or without the State of Delaware.

Section 5The first meeting of each newly elected board of directors shall be held at such time and place as shall be fixed by the vote of the stockholders at the annual meeting and no notice of such meeting shall be necessary to the newly elected directors in order legally to constitute the meeting, provided a quorum shall be present. In the event of the failure of the stockholders to fix the time or place of such first meeting of the newly elected board of directors, or in the event such meeting is not held at the time and place so fixed by the stockholders, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter

3

provided for special meetings of the board of directors, or as shall be specified in a written waiver signed by all of the directors.

Section 6Regular meetings of the board of directors may be held without notice at such time and at such places as shall from time to time be determined by the board.

Section 7Special meetings of the board may be called by the president without notice to each director; special meetings shall be called by the president or secretary in like manner and on like notice on the written request of two directors unless the board consists of only one director; in which case special meetings shall be called by the president or secretary in like manner and on like notice on the written request of the sole director.

Section 8At all meetings of the board a majority of the directors shall constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the board of directors, except as may be otherwise specifically provided by statute or by the certificate of incorporation. 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 9Unless otherwise restricted by the certificate of incorporation or these by-laws, 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.

Section 10Unless 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 a meeting of the board of directors, or any committee, by means of 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.

COMMITTEES OF DIRECTORS

Section 11The 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. The 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 a member of a committee, 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 of directors, shall have and may exercise all the powers and authority of the board of directors in the

4

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; but no such committee shall have the power or authority in reference to amending the certificate of incorporation, adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange or all of substantially all of the corporation’s property and assets, recommending to the stockholders a dissolution of the corporation or a revocation of a dissolution, or amending the by-laws of the corporation; and, unless the resolution or the certificate of incorporation expressly so provide, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of stock. 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.

Section 12Each committee shall keep regular minutes of its meetings and report the same to the board of directors when required.

COMPENSATION OF DIRECTORS

Section 13Unless otherwise restricted by the certificate of incorporation or these by-laws, the board of directors shall have the authority to fix the compensation of directors. The 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.

REMOVAL OF DIRECTORS

Section 14Unless otherwise restricted by the certificate of incorporation or these by-laws, any director or the entire board of directors may be removed, with or without cause, by the holders of a majority of shares entitled to vote at an election of directors.

ARTICLE IV

NOTICES

Section 1Whenever, under the provisions of the statutes or of the certificate of incorporation or of these by-laws, notice is required to be given to any director or stockholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, addressed to such director or stockholder, at his address as it appears on the records of the corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Notice to directors may also be given by telegram.

Section 2Whenever any notice is required to be given under the provisions of the statutes or of the certificate of incorporation or of 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.

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ARTICLE V

OFFICERS

Section 1The officers of the corporation shall be chosen by the board of directors and shall be a president, a vice president, a secretary and a treasurer. The board of directors may also choose additional vice presidents, and one or more assistant secretaries and assistant treasurers. Any number of offices may be held by the same person, unless the certificate of incorporation or these by-laws other- wise provide.

Section 2The board of directors at its first meeting after each annual meeting of stockholders shall choose a president, one or more vice presidents, a secretary and a treasurer.

Section 3The board of directors may appoint such other officers and agents as it shall deem necessary 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.

Section 4The salaries of all officers and agents of the corporation shall be fixed by the board of directors.

Section 5The officers of the corporation shall hold office until their successors are chosen and qualify. Any officer elected or appointed by the board of directors may be removed at any time by the affirmative vote of a majority of the board of directors.

Any vacancy occurring in any office of the corporation shall be filled by the board of directors.

THE PRESIDENT

Section 6The president shall be the chief executive officer of the corporation, shall preside at all meetings of the stockholders and the board of directors, shall have general and active management of the business of the corporation and shall see that all orders and resolutions of the board of directors are carried into effect.

Section 7He 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 VICE PRESIDENTS

Section 8In the absence of the president or in the event of his inability or refusal to act, the vice president (or in the event there be more than one vice president, the vice presidents in the order designated by the directors, or in the absence of any designation, then in the order of their election) 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. The vice president shall per-form such other duties and have such other powers as the board of directors may from time to time prescribe.

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THE SECRETARY AND ASSISTANT SECRETARY

Section 9The secretary shall attend all meetings of the board of directors and all meetings of the stockholders and record all the proceedings of the meetings of the corporation and of the board of directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required. He shall give, or cause to be given notice of all meetings of the stockholders and special meetings of the board of directors, and shall perform such other duties as may be prescribed by the board of directors or president, under whose supervision he shall be. He shall have custody of the corporate seal of the corporation and he, or an assistant secretary, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by his 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 signature.

Section 10The assistant secretary, or if there be more than one, the assistant secretaries in the order determined by the board of directors (or if there be no such determination, then in the 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 perform such other duties and have such other powers as the board of directors may from time to time prescribe.

THE TREASURER AND ASSISTANT TREASURERS

Section 11The treasurer shall have the custody of the corporate funds and securities and 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.

Section 12He shall disburse the funds of the corporation as may be ordered by the board of directors, taking proper vouchers for such disbursements, and shall render to the president and the board of directors, at its regular meetings, or when the board of directors so requires, an account of all his transactions as treasurer and of the financial condition of the corporation.

Section 13If required by the board of directors, he 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.

Section 14The assistant treasurer, or if there shall be more than one, the assistant treasurers in the order determined by the board of directors (or if there be no such determination, 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 perform such other duties and have such other powers as the board of directors may from time to time prescribe.

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ARTICLE VI

CERTIFICATE OF STOCK

Section 1Every 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, or the president or a vice president and the treasurer or an assistant treasurer, or the secretary or an assistant secretary of the corporation, certifying the number of shares owned by him in the corporation.

Section 2Any or all of the signatures on the certificate may be facsimile. 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.

LOST CERTIFICATES

Section 3The board of directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of the 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 legal representative, to advertise the same in such manner as it shall require and/or to give the corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost, stolen or destroyed.

TRANSFER OF STOCK

Section 4Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignation or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books.

FIXING RECORD DATE

Section 5In 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, in advance, a record date, which shall not be more than sixty nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a

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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.

REGISTERED STOCKHOLDERS

Section 6The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.

ARTICLE VII

GENERAL PROVISIONS

DIVIDENDS

Section 1Dividends 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.

Section 2Before 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 for such other purpose 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.

ANNUAL STATEMENT

Section 3The board of directors shall present at each annual meeting, and at any special meeting of the stockholders when called for by vote of the stockholders, a full and clear statement of the business and condition of the corporation.

CHECKS

Section 4All 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.

FISCAL YEAR

Section 5The fiscal year of the corporation shall be fixed by resolution of the board of directors.

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SEAL

Section 6The corporate seal shall have 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.

INDEMNIFICATION

Section 7The corporation shall indemnify its officers, directors, employees and agents to the extent permitted by the General Corporation Law of Delaware.

ARTICLE VIII

AMENDMENTS

Section 1These by-laws may be altered, amended or repealed or new by-laws may be adopted by the stockholders or by the board of directors, when such power is conferred upon the board of directors by the certificate of incorporation, at any regular meeting of the stockholders or of the board of directors, or at any special meeting of the stockholders or of the board of directors if notice of such alteration, amendment, repeal or adoption of new by-laws be contained in the notice of such special meeting. If the power to adopt, amend or repeal by-laws is conferred upon the board of directors by the certificate of incorporation, it shall not divest or limit the power of the stockholders to adopt, amend or repeal by-laws.

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EX-3.103

Exhibit 3.103

FIELD 05/25/2007 03:11 PM Business Registration Division DEPT. OF COMMERCE AND CONSUMER AFFAIRS State Of Hawaii 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 FORM X-10 12/2008 [ILLEGIBLE] ARTICLES OF CONVERSION (Section 414-272, 415A-16.6, 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): Profit Corp. Professional Corp. Nonprofit Corp. General Partnership Limited Partnership LLC LLP (If LLP must also check General Partnership) LLLP 2. The name and state/country of incorporation/formation/organization or qualification of the converting entity was: ResortQuest Real Estate of Hawaii, Inc. Hawaii (Type/Print Entity Name) (State or Country) 3. The converted (new) entity is (check one): Profit Corp. Professional Corp. Nonprofit Corp. General Partnership Limited Partnership LLC LLP (If LLP must also check General Partnership) LLP 4. The name and state/country of incorporation/formation/organization or qualification of the converted entity is: ResortQuest Real Estate of 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, 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: 2511 South Kihei Road, Suite F, Kihei, Hawaii 96753 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.

Form X-10 12/2008 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 Common Stock 10 0 OR B. By vote of the converting domestic limited liability company: Total Number of Authorized Votes Nmuber of Votes for Conversion Nmuber of Votes against Conversion OR C. 1The 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 a 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. 1 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: Conversion is effective on the date and time of filing the Articles of Conversion. 1 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, I/we are authorized to sign this Articles of Conversion, and that the above statements are true and correct. Signed this 25thday of May 2007 John MConomy,Vice President [ILLEGIBLE] (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.

Department of Commerce and Consumer Affairs CERTIFICATE OF CONVERSION I, LAWRENCE M. REIFURTH, Director of Commerce and Consumer Affairs of the State of Hawaii, do hereby certify that pursuant to the Articles of Conversion of RESORTQUEST REAL ESTATE OF HAWAII, INC., a Hawaii profit corporation, filed in this department on May 25, 2007, in accordance with the Hawaii Revised Statutes, RESORTQUEST REAL ESTATE OF HAWAII, INC. is hereby converted to RESORTQUEST REAL ESTATE OF HAWAII, LLC, a Hawaii limited liability company, and that the conversion became effective on May 25,2007 at 3:11 p.m. IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of the Department of Commerce and Consumer Affairs, at Honolulu, State of Hawaii, this 25th day of May, 2007. Director of Commerce and Consumer Affairs

www.BusinessRegistrations.com Nonrefundable Filing Fee $50.00 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 FORM LLC-1 1/2007 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 Real Estate of Hawaii, 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: 2511 South Kihei Road, Suite F, Kihei, Hawaii 96753 III The company shall have and continuously maintain in the State of Hawaii a registered initial agent who shall have a business address in this State. The agent may be an individual who resides in this State, a domestic entity or a foreign entity authorized to transact business in this State, where business office is identical with the registered office. a. The name of the company’s registered agent initial registered office in this state is: CSC Services of Hawaii, Inc. Hawaii (Name of Registered Agent) (State or Country) b. The street address of the place of business of the person in State of Hawaii to which service of process and other notice and documents being served on or sent to the entity represented by it may be delivered to is: IV The name and address of each organizer is: John Mcconomy 8955 Highway 90 W., Stc. Z03, Descin, FL 32550 CSC Services of Hawaii, Inc. Pauani Tower, 1001 Bishop St., Suite 1600, Bonolvlu, Hawaii 96813

FORM LLC-1 1/2007 V The period of duration is (check one): At-will For a specified term to expire on: (Day) (Year) (Month) VI The company is (check one): a. Manager-managed, and the names and addresses of the initial managers are listed in paragraph “e, and the number of initial members are: b. Member-managed, and the names and addresses of the initial members are listed in paragraph “e, 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): Shall not be liable for the debts, obligations and liabilities of the company. Shall be liable for all debts, obligations and liabilities of the company. 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 Signed this 25th day of May 2007 John McConocy (Type/Print Name of Organizer) (Type/Print Name of Organizer) (Signature of Organizer) (Signature of Organizer) SEE INSTRUCTIONS PAGE. The articles must be signed and certified by at least one organizer of the company.

www.BUSINESS REGISTRATION.COM 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 STATEMENT OF CHANGE OF REGISTERED AGENT(Section 414-62,414-438.414D-72. 414D-278, 425-19. 425E-115, 428-108 Hawaii Revised Statutes) PLEASE TYPE OR PRINT LEGIBLY IN BLACK INK The undersigned certify as follows. 1. Please check one: Profit Corporation (R12S/B1S)  Nonprofit Corporation (F/$10/B15  General Partnership F/$10/B33)  [Limited Liability Partnership(R12S/B1S) (F(S»U4| Limited partnership F/$10/B34  Limited Liability limited partnership F/$10/BJ4 þLimited Liability Company (F/$25/L14 2. The name and state/country of incorporation/formation or organization of the entity is’ RESORTQUEST REAL ESTATE OF HAWAII, LLC (Type/Print Entity Name) HAWAII (State or Country) 3. a. Name of its current registered agent: CSC Services of Hawaii, Inc. b. Street address of its current registered office in this State: 1001 Bishop St., Suite 1600, Pauahi Tower, Honolulu, HI 96813 4. Name of its registered agent after the change is: National Registered Agents of HI, Inc. (Type/Print Name of Agent) Delaware (State or Country, if Agent is an Entity) 5. Street address (including number, street, city, state, and zip code) of its registered office in this State after the change is: 1136 Union Mall, Suite 301, Honolulu, HI 96813 6. The address of Its registered office and the business address of its registered agent is identical. If/we certify under the penalties of Section 414-20, 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 7 th day of June , 2007 Secretary of Vacation Holdings Hawaii, Inc. Sole Member and Manager (Type/Print Name & Title) (Signature of Officer) (Signature of Officer) SEE INSTRUCTIONS ON REVERSE SIDE.

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 streeet address of the agent for service of process on the company. The agent may be an

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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:

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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FILED 02/08/2008 10:23 AM Business Registration Division DEPT. OF COMMERCE AND CONSUMER AFFAIRS State of Hawaii 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 FORM T-1 1/2007 APPLICATION FOR REGISTRATION OF TRADE NAME (Chapter 482, Hawaii Revised Statutes) PLEASE TYPE OR PRINT LEGIBL Y IN BLACK INK 1.  Applicant’s Name: RESORTQUEST REAL ESTATE OF HAWAII, LLC Applicant’s Address: P. O. BOX 1840 KIHEI HAWAII 96753 (Including city, state, and zip code) 2.  Registration is (check one): Sole Proprietor Corporation Partnership LLC LLP Unincorporated Association OR Other (explain): 4.  If applicant is an entity, list state or country of incorporation/formation/organization HAWAII 5.  Trade Name is: MAUI CONDO AND HOME VACATIONS 6.  Applicant is (check one) Originator of name OR Assignee (one to whom name was assigned to by another) 7.  Nature of business for which the trade name is being used: REAL ESTATE MANAGEMENT AND SALES I certify , under the penalties set forth in Section 482-3.S, Hawaii Revised Statutes, that (check one): ¨ I am the applicant OR I am under the MANAGER (Office Held) of the applicant named in the foregoing application, and that the statements made in the application are true and correct to the best of my knowledge and belief. KELVIN BLOOM (Print Name) (Signature) (Date) SEE INSTRUCTIONS ON REVERSE SIDE. Application must be certified by the applicant if an individual. For corporations, application must be signed by an authorized officer of the corporation. General or limited partnerships must be signed by a general partner. For LLC, must be signed end certified by a manager of a manager-managed company or by a member of a member-managed company, LLP must be signed and certified by a partner. (DEPARTMENTAL USE ONLY) Certificate of Registration No. 4060449 CERTIFICATE OF REGISTRATION OF TRADE NAME In accordance with the provisions of Chapter 482. Hawaii Revised Statutes, this Certificate of Registration is issued to secure the aforesaid applicant the use of the said TRADE NAME throughout the State of Hawaii for the term of five years from February 8, 2008, to February 7, 2013. REGISTRATION OF A TRADE NAME WITH THE DEPARTMENT DOES NOT GRANT YOU OWNERSHIP OF THE TRADE NAME DEPARTMENT OF COMMERCE AND CONSUMER AFFAIRS STATE OF HAWAII Dated: February 8, 2008 (Director of Commerce and Consumer Affairs)

WWW.BUSINESSREGISTRATIONS.COM Nonrefundable Filing Fee: $25.00 FORM LLC-2 7/2008 FILED 01/23/2009 10:13 AM Business Registration Division DEPT. OF COMMERCE AND CONSUMER AFFAIRS State of Hawaii 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 AMENDMENT TO CHANGE LIMITED LIABILITY COMPANY NAME (Section 428-204, Hawaii Revised Statutes) PLEASE TYPE OR PRINT LEGIBLY IN BLACK INK The undersigned, for the purpose of amending the Articles of Organization, do hereby certify as follows: 1. The present name of the limited liability company is: ResortQuest Real Estate of Hawaii,LLC 2. The name of the limited liability company is changed to: Maui Condo and Home, LLC 3. The amendment 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. We certify, under the penalties set forth in the Hawaii Uniform Limited Liability Company Act, that we have read the above statements, we are authorized to make this change, and that the statements are true and correct. Signed this 20th day of January, 2009  Victoria Kincke,Manager Kelvin Bloom, Manager (Type/Print Name & Title) (Type/Print Name & Title) [Illigible] [Illigible] (Signature) (Signature) Instructions : Articles 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 prior to the change. Line 2. State the new name of the limited liability company. The company name must contain the words Limited Liability Company , or the abbreviation,L.L.C.or LLC. Filing Fees :Filing fee ($25.00) is not refundable . Make checks payable to DEPARTMENT OF COMMERCE AND CONSUMER AFFAIRS. Dishonored Check Fee $25.00. 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) 586-2733 Email 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. ALL BUSINESS REGISTRATION FILINGS ARE OPEN TO PUBLIC INSPECTION. (SECTION 92F-11, HRS)  I HEREBY CERTIFY that this is a true and correct copy of official record(s) of the Business Registration Division [Illegble] DIRECTOR OF COMMERCE AND CONSUMER AFFAIRS AND CONSUMER AFFAIRS June 7, 2012 Validate online at http //hbe.shawaii.gov/documents Document ID 1KA -35M-7TD-9KY-12237604

EX-5.1

Exhibit 5.1

515 East Las Olas Boulevard, Suite 1200 | Fort Lauderdale, FL 33301 | T 954.525.1000 | F 954.463.2030

Holland & Knight LLP | www.hklaw.com

May 5, 2016

Interval Acquisition Corp.

and the Guarantors listed on Schedule I hereto

6262 Sunset Drive

Miami, Florida 33143

Re:Exchange by Interval Acquisition Corp. of 5.625% Senior Secured Notes due 2023

Ladies and Gentlemen:

We have acted as counsel to Interval Acquisition Corp., a Delaware corporation (the “Company”), the guarantors listed on Schedule I hereto organized under the laws of the States of California, Delaware, Florida, North Carolina, Texas and Utah (the “Non-Hawaii Guarantors”) and the guarantors listed on Schedule I hereto organized under the laws of the State of Hawaii (the “Hawaii Guarantors,” and together with the Non-Hawaii Guarantors, the “Guarantors”), in connection with the Registration Statement on Form S-4 (the “Registration Statement”), 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 issuance by the Company of up to $350,000,000 aggregate principal amount of 5.625% Senior Secured Notes due 2023 (the “Registered Notes”). The Registered Notes are being issued pursuant to an indenture dated as of April 10, 2015 (the “Indenture”), by and among the Company, the Guarantors, and HSBC Bank USA, National Association as trustee (the “Trustee”). The Registered Notes will be offered by the Company in exchange for a like aggregate principal amount of its outstanding 5.625% Senior Secured Notes due 2023 (the “Exchange”). The Registered Notes are to be unconditionally guaranteed on a senior secured basis by each of the Guarantors pursuant to guarantees contained in the Indenture (the “Guarantees”).

We have examined instruments, documents and records which we deemed relevant and necessary for the basis of our opinions hereinafter expressed. In such examination, we have assumed (a) the authenticity of original documents and the genuineness of all signatures, (b) the conformity to the originals of all documents submitted to us as copies, (c) the truth, accuracy and completeness of the information, representations and warranties contained in the records, documents, instruments and certificates we have reviewed and that there has been no undisclosed waiver of any right, remedy or provision contained in any such documents, and (d) that each transaction complies with all tests of good faith, fairness and conscionability required by law.

Anchorage | Atlanta | Austin | Boston | Chicago | Dallas | Denver | Fort Lauderdale | Houston | Jacksonville | Lakeland
Los Angeles | Miami | New York | Northern Virginia | Orlando | Portland | San Francisco | Stamford | Tallahassee | Tampa
Washington, D.C. | West Palm Beach

We have also assumed (i) the valid existence and good standing of the Trustee, (ii) that the Trustee has the requisite corporate power and authority to enter into and perform its obligations under the Indenture and that the Indenture is the valid and legally binding obligation of the Trustee, and (iii) the due authorization, execution and delivery by the Trustee of the Indenture.

Based on such examination and subject to the foregoing exceptions, qualifications, and limitations, we are of the opinion that:

1. When the Registered Notes have been duly completed, executed, authenticated and delivered in accordance with the Indenture upon the Exchange, the Registered Notes will be legal, valid and binding obligations of the Company enforceable against the Company in accordance with their terms, subject to the limitations of bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer, preference or other laws or judicial decisions affecting the enforcement of creditors’ rights generally and general principles of equity.

2. The execution, delivery and performance by each Guarantor of its Guarantee of the Registered Notes have been duly authorized by all necessary corporate, limited liability company, or partnership action, as applicable, on the part of such Guarantor.

3. The Guarantees of each of the Guarantors, when duly and validly executed and delivered by or on behalf of the Guarantors in accordance with the terms of the Indenture and as contemplated by the Registration Statement, and duly authenticated by the Trustee, will constitute the legal, valid and binding obligation of such Guarantor, enforceable against such Guarantor in accordance with its terms, subject to the limitations of bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer, preference or other laws or judicial decisions affecting the enforcement of creditors’ rights generally and general principles of equity.

The opinion expressed in paragraph 2 above as it relates to the Hawaii Guarantors is based upon, and we rely herein upon, the opinion of Hawaii counsel attached hereto as Schedule II (the “Hawaii Counsel Opinion”).  Further, the opinion expressed in paragraph 2 above as it relates to the Hawaii Guarantors is subject to the qualifications, assumptions and limitations set forth in the Hawaii Counsel Opinion.

The opinions expressed above (except as set forth in paragraph 2 as to the Hawaii Guarantors) are limited to the laws of the State of New York. Therefore, we express no opinion concerning matters governed by the laws of any other jurisdiction.

We undertake no obligation to advise the addressees (or any other third party) of changes in law or fact that occur after the date hereof, even though the change may affect the legal analysis, a legal conclusion or an informational confirmation in the opinion.

We hereby consent to the filing of this opinion letter as an exhibit to the above-referenced Registration Statement and the use of our name wherever it appears in the Registration Statement, the prospectus and in any amendment or supplement thereto. In giving such consent, we do not thereby admit that we are included within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission issued thereunder.

Very truly yours,

/s/ HOLLAND & KNIGHT LLP

HOLLAND & KNIGHT LLP

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SCHEDULE I

Exact Name of Registrant as Specified in its Charter	Jurisdiction of Incorporation or Organization
AQUA-ASTON HOLDINGS, INC.	Delaware
AQUA HOSPITALITY LLC	Delaware
AQUA HOTELS AND RESORTS, INC.	Delaware
CDP GP, INC.	Delaware
CERROMAR DEVELOPMENT PARTNERS GP, INC.	Delaware
GRAND ASPEN HOLDINGS, LLC	Delaware
GRAND ASPEN LODGING, LLC	Delaware
HT-HIGHLANDS, INC.	Delaware
HTS-BC, L.L.C.	Delaware
HTS-BEACH HOUSE, INC.	Delaware
HTS-BEACH HOUSE PARTNER, L.L.C.	Delaware
HTS-COCONUT POINT, INC.	Delaware
HTS-GROUND LAKE TAHOE, INC.	Delaware
HTS-KEY WEST, INC.	Delaware
HTS-KW, INC.	Delaware
HTS-LAKE TAHOE, INC.	Delaware
HTS-LOAN SERVICING, INC.	Delaware
HTS-MAIN STREET STATION, INC.	Delaware
HTS-MAUI, L.L.C.	Delaware
HTS-SAN ANTONIO, L.L.C.	Delaware
HTS-SEDONA, INC.	Delaware
HTS-SUNSET HARBOR PARTNER, L.L.C.	Delaware
HTS-WINDWARD POINTE PARTNER, L.L.C.	Delaware
HV GLOBAL GROUP, INC.	Delaware
HV GLOBAL MANAGEMENT CORPORATION	Delaware
HV GLOBAL MARKETING CORPORATION	Florida
HVO Key West Holdings, LLC	Florida
INTERVAL HOLDINGS, INC.	Delaware
INTERVAL INTERNATIONAL, INC.	Florida
INTERVAL RESORT & FINANCIAL SERVICES, INC.	Florida
OWNERS’ RESORTS AND EXCHANGE, INC.	Utah
S.O.I. ACQUISITION CORP.	Florida
VACATION OWNERSHIP LENDING GP, INC.	Delaware
VACATION RESORTS INTERNATIONAL	California
VOL GP, INC.	Delaware
WINDWARD POINTE II, L.L.C.	Delaware
WORLDWIDE VACATION & TRAVEL, INC.	Florida
IIC HOLDINGS, INCORPORATED	Delaware
ILG INTERNATIONAL HOLDINGS, INC.	Florida
INTERVAL SOFTWARE SERVICES, LLC	Florida
MANAGEMENT ACQUISITION HOLDINGS, LLC	Delaware
RESORT SALES SERVICES, INC.	Delaware
ILG MANAGEMENT, LLC	Florida
AQUA HOTELS & RESORTS, LLC	Hawaii
DIAMOND HEAD MANAGEMENT, LLC	Hawaii
HOTEL MANAGEMENT SERVICES LLC	Hawaii
KAI MANAGEMENT SERVICES LLC	Hawaii
AQUA HOTELS AND RESORTS OPERATOR LLC	Delaware
AQUA LUANA OPERATOR LLC	Hawaii
AQUA-ASTON HOSPITALITY, LLC	Hawaii
ASTON HOTELS & RESORTS FLORIDA, LLC	Florida
MAUI CONDO AND HOME, LLC	Hawaii
RQI HOLDINGS, LLC	Hawaii
BEACH HOUSE DEVELOPMENT PARTNERSHIP	Florida
CDP INVESTORS L.P.	Delaware
CERROMAR DEVELOPMENT PARTNERS, L.P., S.E.	Delaware
HTS-SAN ANTONIO, L.P.	Delaware
HTS-SAN ANTONIO, INC.	Delaware
HTS-WILD OAK RANCH BEVERAGE, LLC	Texas
MERIDIAN FINANCIAL SERVICES, INC.	North Carolina
TRADING PLACES INTERNATIONAL, LLC	California
KEY WESTER LIMITED	Florida
MERAGON FINANCIAL SERVICES, INC.	North Carolina
PARADISE VACATION ADVENTURES, LLC	Hawaii
REP HOLDINGS, LTD.	Hawaii
RESORT MANAGEMENT FINANCE SERVICES, INC.	Florida
SUNSET HARBOR DEVELOPMENT PARTNERSHIP	Florida
VACATION OWNERSHIP LENDING L.P.	Delaware
VOL INVESTORS, L.P.	Delaware

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SCHEDULE II

GOODSILL ANDERSON QUINN & STIFEL	DAVID J. REBER	DALE E. ZANE	WALTER K. CORONEL	COUNSEL:
A LIMITED LIABILITY LAW PARTNERSHIP LLP	THOMAS W. WILLIAMS, JR.	LINDALEE K. FARM	MARISSA L. L. OWENS	JACQUELINE L.S. EARLE
	LANI L. EWART	JUDY YURIKO LEE	DAVID J. HOFTIEZER	ROBERT J. HACKMAN
FIRST HAWAIIAN CENTER, SUITE 1600 · 999 BISHOP STREET	RANDALL K. STEVERSON	LENNES N. OMURO	SCOTT K.D. SHISHIDO	TERESA A. O’CONNELL
HONOLULU, HAWAII 96813	LISA WOODS MUNGER	PETER Y. KIKUTA	TRAVIS M. AGUSTIN	ELIZABETH H. LEE
	PETER T. KASHIWA	THOMAS BENEDICT	SHIMPEI OKI
MAIL ADDRESS: P.O. BOX 3196	RUSSELL S. KATO	EDMUND K. SAFFERY	JORDAN M. ODO	OF COUNSEL:
HONOLULU, HAWAII 96801	VINCENT A. PIEKARSKI	LISA A. BAIL	JAMES E. ABRAHAM	MARTIN ANDERSON
	MICHAEL J. O’MALLEY	CAROLYN K. WONG	ALANA PEACOTT-RICARDOS	CONRAD M. WEISER
TELEPHONE (808) 547-5600 · FAX (808) 547-5880	GAIL Y. COSGROVE	REGAN M. IWAO	JENNIFER M. YAMANUHA	RONALD H. W. LUM
info@goodsill.com · www.goodsill.com	LEIGHTON J.H.S. YUEN	DAWN T. SUGIHARA	LISA Y. TELLIO
	CORLIS J. CHANG	ANNE T. HORIUCHI	LYNDA L. ARAKAWA	MARSHALL M. GOODSILL
	BARBARA A. PETRUS	ROSEMARIE S. J. SAM	CHRISTINE A. TERADA	(1916-2004)
	PATRICIA M. NAPIER	JOHNATHAN C. BOLTON	JENNIFER F. CHIN	WILLIAM F. QUINN
	MIKI OKUMURA	RANDALL C. WHATTOFF	LAUREN K. CHUN	(1919-2006)
	AUDREY E. J. NG	BRETT R. TOBIN	ANDREW K. RECKTENWALD	RICHARD E. STIFEL
	ALAN S. FUJIMOTO	CLAIRE E. GOLDBERG	EWAN C. RAYNER	(1920-1993)
	RAYMOND K. OKADA	H. GREGORY NASKY	KELLY K. SUZUKA	JOHN R. LACY
	GAIL O. AYABE			(1942-2014)

May 5, 2016

Interval Acquisition Corp.

and the Hawaii Guarantors listed on Schedule I hereto

6262 Sunset Drive

Miami, FL  33143

Re:Exchange by Interval Acquisition Corp. of 5.625% Senior Secured Notes Due 2023

Ladies and Gentlemen:

We have acted as counsel to both Interval Acquisition Corp., a Delaware corporation (“IAC”), which is a wholly-owned subsidiary of Interval Leisure Group, Inc., a Delaware corporation (“ILG” and together with IAC the “Company”), and the Guarantors listed on Schedule 1 hereto organized under the laws of the State of Hawaii (individually, a “Hawaii Guarantor,” and collectively, the “Hawaii Guarantors”) in furtherance of a Purchase Agreement dated April 10, 2015 and a Registration Rights Agreement dated April 10, 2015 and in connection with the Registration Statement on Form S-4 (the “Registration Statement”), filed by the Company with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), to register the issuance by IAC of up to $350,000,000 aggregate principal amount of 5.625% Senior Secured Notes due 2023 (the “Registered Notes”).  Capitalized terms used herein and not otherwise defined herein are used as defined in the Registration Statement or the Officers’ Certificate (hereinafter defined).

The Registered Notes are being issued pursuant to the Purchase Agreement, the Registration Rights Agreement and the Indenture dated as of April 10, 2015, as supplemented November 10, 2015 (as supplemented, the “Indenture”), by and among the IAC, the Hawaii Guarantors, additional Guarantors organized under the laws of the States of California, Delaware, Florida, North Carolina, Texas and Utah (the “Non-Hawaii Guarantors” and together with the ILG and the Hawaii Guarantors, the “Guarantors”), and HSBC Bank USA, National Association, as Trustee (the “Trustee”).  The Registered Notes will be offered by

IAC in exchange for original, unregistered, outstanding 5.625% Senior Secured Notes due 2023  with a like aggregate principal amount (the “Exchange”).

The form and terms of the Registered Notes will be identical in all material respects to the form and terms of the original notes being exchanged, except that the Registered Notes:  will have been registered under the Securities Act; will not bear restrictive legends; will not entitle holders to the registration rights that apply to the original notes; and will not contain provisions relating to additional interest in connection with the original notes under circumstances related to the timing of the Exchange.  The Exchange also will not be extended to holders of original notes in any jurisdiction where the Exchange would not comply with the securities or blue sky laws of that jurisdiction. The Registered Notes are to be unconditionally guaranteed on a senior secured basis by each of the Guarantors pursuant to guarantees described in the Indenture (individually, a “Guarantee”, and collectively, the “Guarantees”).

In rendering the opinion set forth below, we have relied on the foregoing description of the Exchange and the definitions of capitalized terms, as well as on originals or copies of the following documents as attached to the Officers’ Certificate dated concurrently herewith (“Officers’ Certificate”) or as attached as an Exhibit to the Registration Statement or incorporated therein by reference to Edgarized prior filings:

(1)An omnibus Officers’ Certificate of factual material by ILG senior officers pro se and on behalf of IAC and each of the Guarantors, including the Hawaii Guarantors, which confirms the accuracy and completeness of the following:

(a)  The organizational documents, each as amended through the date hereof, of each of the Hawaii Guarantors;

(b)  Bylaws, operating agreement or limited liability agreement, each as amended or otherwise updated through the date hereof and as applicable, of each Hawaii Guarantor;

(c)  Certificates of Good Standing for each Hawaii Guarantor;

(d)  Written consents and minutes of all meetings of the Boards of Directors, Members or Managers of each Hawaii Guarantor, as applicable, relating to the Exchange, the Registered Notes, the Hawaii Guarantors, the Registration Statement or the Indenture.

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(2)The Registration Statement, including Exhibits pertinent to any Hawaii Guarantor, as executed by each Hawaii Guarantor; and

(3)The Indenture, the Registration Rights Agreement and the Purchase Agreement, including provisions for the Guarantees and for the replacement of the original notes with the Exchange Notes, as executed, approved or otherwise adopted by each Hawaii Guarantor.

We have examined instruments, documents and records that we deemed relevant and necessary for the basis of our opinion hereinafter expressed.  In such examination, we have assumed:  (a) the authenticity of original documents and the genuineness of all signatures; (b) the conformity to the originals of all documents submitted to us as copies; (c) the truth, accuracy and completeness of the information, representations and warranties contained in the records, documents, instruments and certificates we have reviewed and that there has been no undisclosed modifications of any provisions of any documents reviewed by us in connection with our rendering of these opinions and no undisclosed prior waiver of any right, remedy or provision contained in any such documents; and (d) that each transaction document complies with all tests of good faith, fairness and conscionability required by law.

We have also assumed:  (i) the valid existence and good standing of the Company and the Trustee; (ii) that the Company and the Trustee have the requisite limited liability company or corporate power and authority to enter into and perform their obligations under the Indenture and that the Indenture is the valid and legally binding obligation of the Company and the Trustee; and (iii) the due authorization, execution and delivery by the Trustee of the Indenture.  In addition, we have assumed that the Registered Notes coupled with a Guarantee, as applicable, by a Hawaii Guarantor, will be executed and delivered by an authorized officer of IAC for exchange in full compliance with each document governing the Exchange to include the Hawaii Guarantees.

Based on such examination and subject to the foregoing exceptions, qualifications and limitations, we are of the opinion that:

1.Each of the Hawaii Guarantors is either duly incorporated or duly formed, as applicable, and in good standing under the laws of the State of Hawaii.

2.Each of the Hawaii Guarantors has corporate or limited liability power and authority, as applicable, to enter into and perform its obligations as a Hawaii Guarantor under the Indenture,

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3.The execution, delivery and performance by each Hawaii Guarantor of its respective Guarantee has been duly authorized by each such Hawaii Guarantor by all necessary limited liability company or corporate action, on the part of each such Hawaii Guarantor.

4.The respective Guarantee of each Hawaii Guarantor, when duly and validly executed and delivered by or on behalf of each such Hawaii Guarantor in accordance with the terms of the Indenture and as contemplated by the Registration Statement, and duly authenticated by the Trustee, will constitute the legal, valid and binding obligations of each such Hawaii Guarantor, enforceable against each such Hawaii Guarantor in accordance with its terms, subject to the limitations of bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer, preference, or other laws or judicial decisions affecting the enforcement of creditors’ rights generally and the effect of general principles of equity or at law (including the possible unavailability of specific performance or injunctive relief), and of the discretion of a court or other authority or body to invalidate or decline to enforce any right, remedy or provisions of such document if any thereof are determined by such court or other authority or body to be violative of public policy or a penalty.

The opinion expressed herein is limited to the laws of the State of Hawaii (but not including any statutes, ordinances, administrative decisions, rules or regulation of any political subdivision of the State of Hawaii).  Therefore, we express no opinion concerning matters governed by the laws of any other jurisdiction or of the effects of the laws of any other jurisdiction.

We undertake no obligation to advise the addressees (or any other third party) of changes in law or fact that occur after the date hereof, even though the change may affect the legal analysis, a legal conclusion or an informational confirmation in the opinion.

We hereby consent to the filing of this opinion as an exhibit to the above-referenced Registration Statement and the use of  our name wherever it appears in the Registration Statement, the prospectus and in any amendment or supplement thereto. In giving such consent, we do not thereby admit that we are included within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission issued thereunder.

4

We further consent to reliance on this opinion by Holland & Knight LLP in issuing its opinion concurrently with this Opinion, stating, in pertinent part, that execution, delivery and performance by the Hawaii Guarantors of the Registered Notes has been duly authorized by all necessary limited liability company or corporate action on the part of each Hawaii Guarantor.

Very truly yours,

GOODSILL ANDERSON QUINN & STIFEL,

A Limited Liability Law Partnership LLP

/s/ Goodsill, Anderson, Quinn & Stifel,

A Limited Liability Law Partnership LLP

5

SCHEDULE I

GUARANTOR	JURISDICTION OF FORMATION
Aqua-Aston Hospitality, LLC	Hawaii
Aqua Hotels & Resorts, LLC	Hawaii
Aqua Luana Operator LLC	Hawaii
Diamond Head Management LLC	Hawaii
Hotel Management Services LLC	Hawaii
Kai Management Services LLC	Hawaii
Maui Condo and Home, LLC	Hawaii
Paradise Vacation Adventures, LLC	Hawaii
REP Holdings, Ltd.	Hawaii
RQI Holdings, LLC	Hawaii