Item 20. Indemnification of Directors and Officers
Delaware
Each of Marriott
Ownerships Resorts, Inc., Marriott Vacations Worldwide Corporation, Marriott Kauai Ownership Resorts, Inc., Marriott Resorts Sales Company, Inc., MORI Residences, Inc., MTSC, Inc., MVW of Hawaii, Inc., MVW SSC, Inc., MVW US Holdings, Inc., The
Ritz-Carlton Development Company, Inc., The Ritz-Carlton Sales Company, Inc., The Ritz-Carlton Title Company, Inc., Aqua Hotels and Resorts, Inc., Aqua-Aston Holdings, Inc., CDP GP, Inc., Cerromar Development Partners GP, Inc.,
HT-Highlands,
Inc.,
HTS-Coconut
Point, Inc.,
HTS-Ground
Lake Tahoe, Inc.,
HTS-Beach
House,
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.,
HTS-Sedona,
Inc., HV Global Group, Inc., HV Global Management Corporation, IIC
Holdings, Incorporated, ILG Shared Ownership, Inc., Interval Acquisition Corp., Interval Holdings, Inc., Kauai Blue, Inc., Resort Sales Services, Inc., Vacation Ownership Lending GP, Inc., Vistana Signature Experiences, Inc., Vistana Signature
Network, Inc., VOL GP, Inc., WVC Rancho Mirage, Inc.,
e-CRM
Central, LLC, Kauai Lagoons Holdings LLC, Marriott Ownership Resorts Procurement, LLC, MH Kapalua Venture, LLC, MORI Golf (Kauai), LLC, MORI Member
(Kauai), LLC, MORI Waikoloa Holding Company, LLC, MVW US Services, LLC, RBF, LLC, RCC (GP) Holdings LLC, RCDC 942, L.L.C., RCDC Chronicle LLC, The Cobalt Travel Company, LLC, The Lion & Crown Travel Co., LLC, The Ritz-Carlton Management
Company, L.L.C., Volt Merger Sub, LLC, Aqua Hospitality LLC, Aqua Hotels and Resorts Operator LLC, FOH Holdings, LLC, FOH Hospitality, LLC, Grand Aspen Holdings, LLC, Grand Aspen Lodging, LLC, HPC Developer, LLC,
HTS-BC,
L.L.C.,
HTS-Beach
House Partner, L.L.C.,
HTS-Maui,
L.L.C.,
HTS-San
Antonio,
L.L.C.,
HTS-Sunset
Harbor Partner, L.L.C.,
HTS-Windward
Pointe Partner, L.L.C., Management Acquisition Holdings, LLC, Windward Pointe II, L.L.C., R.C. Chronicle
Building, L.P., RCC (LP) Holdings L.P., CDP Investors, L.P., Cerromar Development Partners, L.P., S.E.,
HTS-San
Antonio, L.P., Pelican Landing Timeshare Ventures Limited Partnership, Vacation Ownership
Lending, L.P. and VOL Investors, L.P. is formed or incorporated under the laws of the State of Delaware.
Corporations
Section 145 of the Delaware General Corporation Law authorizes a corporation to 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, 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 another corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorneys fees,
judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding, if the person acted in good faith and in a manner the person reasonably believed to be in, or not
opposed to, the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe the persons conduct was unlawful. In addition, the Delaware General Corporation Law does not permit
indemnification in any threatened, pending or completed action or suit by or in the right of the corporation in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation, unless and only
to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability, but in view of all the circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses, which such court shall deem proper. To the extent that a present or former director or officer of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to
above, or in defense of any claim, issue or matter, such person shall be indemnified against expenses, including attorneys fees, actually and reasonably incurred by such person. Indemnity is mandatory to the extent a claim, issue or matter has
been successfully
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