Common use of Loan Documents; Collateral Clause in Contracts

Loan Documents; Collateral. Not less than five (5) Business Days prior to the date of any Advance, Borrower shall have: (i) delivered to Agent a list of all Eligible Notes Receivable and related Mortgages which are to be the subject of such requested Advance, indicating the unpaid principal balance owing on each of the Pledged Notes Receivable deemed to be an Eligible Note Receivable, together with such additional information as Agent may require; (ii) delivered to Agent (or, if Agent shall so instruct, a designee appointed by Agent in writing) (A)the original of each Pledged Note Receivable (duly endorsed with the words "Pay to the order of Liberty Bank, as Agent, with Liberty Bank Attention: Xxxxxxx Xxx November 15, 2007 Page 2 recourse"), (B) the original of each Mortgage securing such Pledged Notes Receivable, (C) the original of each purchase contract (including addenda) relating to the Pledged Notes Receivable and Mortgages, (D) originals or true copies of the related truth-in-lending disclosures, loan application, warranty deed, Payment Authorization Agreement and, if required by Agent, the related Purchaser's acknowledgement, receipt and exchange company application, disclosures and materials, and (E) with respect to each Eligible Note Receivable from the sale of Intervals at Oak N' Spruce evidence satisfactory to Agent of the filing in the appropriate recorder's office of the original UCC-1 Financing Statement, naming the Purchaser of the Interval giving rise to the Eligible Note Receivable as debtor and Borrower as secured party (the "Purchaser Financing Statement"), perfecting Borrower's security interest in the applicable Interval to secure the Purchaser's obligations under the Eligible Note Receivable and naming Borrower as assignor and Agent as assignee, assigning to Agent, all of Borrower's right, title and interest under each Purchaser Financing Statement. (iii) delivered to Agent a duly executed Assignment of Notes Receivable and Mortgages assigning to Agent all of Borrower's right, title and interest in and to each such Pledged Note Receivable and the related Mortgage; and (iv) subject to Section 4.4(c)(xvi) hereof and the partial waiver set forth in Section 5.1(f) hereof, delivered to Agent, with respect to each Encumbered Interval, a commitment for a Mortgagee's Title Policy showing that the Mortgage in respect of such Interval has been assigned to Agent and insuring in favor of Agent the first priority Lien of such Mortgage in the amount of the Advance to be made in respect of such Pledged Note Receivable, with a satisfactory title insurance policy to be issued within ninety (90) days from the date of the Advance. The Mortgages and the assignments thereof to Agent shall each be duly recorded in the applicable land records with acceptable confirmation of submission for recording provided to Agent. The Mortgagee's Title Policies shall be in form and substance satisfactory to Agent and shall be issued by a title insurance company satisfactory to Agent (the "Title Company"), and name Borrower as the insured party therein. The funding of the requested Advance, delivery of the Collateral and issuance of the title insurance policy, and recording of the assignments or any releases may, in Agent's discretion, be effected by way of an escrow arrangement with the Title Company or other fiduciary, the form and substance of which shall be satisfactory to Agent."

Loan Documents; Collateral. Not less than five ten (510) Business Days prior to the date of any AdvanceAdvance under the Loan, the Borrower shall have: (i) delivered to Agent Lender a list of all Eligible Notes Receivable and related Mortgages which are to be the subject of such requested Advance, indicating the unpaid principal balance owing on each of the Pledged Notes Receivable deemed to be an Eligible Note Receivable, together with such additional information as Agent Lender may requirereasonably request; (ii) delivered to Agent Lender (or, if Agent Lender shall so instruct, a designee appointed by Agent Lender in writing) (i) (A)the the original of each Pledged Note Receivable (duly endorsed by Borrower with the words "Pay to the order of Liberty BankXxxxxxx X. Xxxx, as Agenten mi caracter de apoderado de la sociedad CR Resorts Puerto Vallarta, with Liberty Bank Attention: Xxxxxxx Xxx November 15S. de X.X. de C.V., 2007 Page 2 recourseendoso en prenda con recurso este xxxxxx suscrito por el Sr. ______________, a favor de la sociedad Textron Financial Corporation, cuyo domicilio es 00 Xxxxxxxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxx Xxxxxx 00000, Estados Unidos de America"), ; (Bii) the original of each Mortgage securing such Pledged Notes Receivableor, (C) the original if not yet received, a true copy of each purchase contract (including addenda) relating to the Pledged Notes Receivable and Mortgages, the Interval Lease Contracts; (Diii) originals or true copies of the related truth-in-lending disclosuresdisclosures or other applicable disclosure, loan applicationif any, warranty deed, Payment Authorization Agreement and, if required by AgentLender, loan applications, Payment Authorization Agreements, the related Purchaser's acknowledgementacknowledgments, receipt receipts, consents to closing, and exchange company applicationExchange Company applications, disclosures and materials, materials and (Eiv) evidence that proper notice of Borrower's pledge and assignment to Lender of the Pledged Notes Receivable and related Interval Lease Contracts has been delivered to and acknowledged by each consumer obligor (Borrower shall use its best efforts to obtain within sixty (60) days from the date of the Initial Advance evidence that the consumer obligor(s) of each Note Receivable pledged to Lender with respect to each Eligible the Initial Advance has acknowledged and accepted Borrower's pledge and assignment of such Note Receivable from the sale to Lender; thereafter, Borrower shall provide Lender with such evidence of Intervals at Oak N' Spruce evidence satisfactory to Agent of the filing in the appropriate recorder's office of the original UCC-1 Financing Statement, naming the Purchaser of the Interval giving rise to the Eligible Note Receivable as debtor and Borrower as secured party (the "Purchaser Financing Statement"), perfecting Borrower's security interest in the applicable Interval to secure the Purchaser's obligations acknowledgement with each request for Advance under the Eligible Note Receivable and naming Borrower as assignor and Agent as assignee, assigning to Agent, all of Borrower's right, title and interest under each Purchaser Financing Statement.Loan); (iii) delivered to Agent Lender (or if Lender shall so instruct, a duly executed designee appointed by Lender in writing) an Assignment of Pledged Notes Receivable and Mortgages Interval Lease Contracts, duly executed and in proper form for recording, assigning to Agent Lender all of Borrower's right, title and interest in and to each such Pledged Note Receivable and the related Mortgage; andInterval Lease Contract; (iv) subject to Section 4.4(c)(xvi) hereof and the partial waiver set forth in Section 5.1(f) hereof, delivered to AgentLender, with respect to each Encumbered Interval, a commitment for a Mortgageenotary's Title Policy showing opinion confirming that the Mortgage in Interval Lease Contract with respect of to such Interval has been assigned to Agent Lender and insuring in favor of Agent the Lender a valid and first priority Lien assignment of and security interest in such Mortgage Interval Lease Contract; (v) for the Initial Advance only, delivered to Lender, the original UCC financing statements or Mexican equivalent covering the Collateral, recorded, to the extent permitted under applicable Mexican laws, in the amount Public Registry of Properties in the location of each of the Advance to be made in respect of such Pledged Note Receivable, with a satisfactory title insurance policy to be issued within ninety (90) days from the date Resorts. The assignments of the Advance. The Mortgages Interval Purchase Contracts and the assignments thereof to Agent UCC financing statements or Mexican equivalent, if required, shall each be have been duly recorded recorded, to the extent permitted under applicable Mexican laws, in the applicable land records with acceptable confirmation Public Registry of submission for recording provided Properties of in the location of each of the Resorts. All Pledged Notes Receivable assigned to Agent. The Mortgagee's Title Policies shall be in form Lender must have evidence thereon of payment of all required documentary stamps and substance satisfactory to Agent and shall be issued by a title insurance company satisfactory to Agent (the "Title Company")intangible taxes, and name Borrower as the insured party thereinif any are required. The funding of the requested Advance, delivery of the Collateral and issuance of the title insurance policy, and recording of the assignments or pledges, or any releases and the UCC financing statements, if any, may, in AgentLender's discretion, be effected by way of an escrow arrangement with the Title Company Mexican notary who issues the title report or certificate required under Section 4.1(b) of this Agreement or other fiduciaryfiduciary selected by Lender, the form and substance of which shall be satisfactory to AgentLender."

Loan Documents; Collateral. Not less than five (5) Business Days prior to the date of any Advance, Borrower shall have: (i1) delivered to Agent Lender a list of all Eligible Notes Receivable and related Mortgages which are to be the subject of such requested Advance, indicating the unpaid principal balance owing on each of the Pledged Notes Receivable deemed to be an Eligible Note Receivable, together with such additional information as Agent Lender may require; (ii2) delivered to Agent Lender (or, if Agent Lender shall so instruct, a designee appointed by Agent Lender in writing) (A)the A) the original of each Pledged Note Receivable (duly endorsed with the words "“Pay to the order of Liberty Bank, as Agent, Textron Financial Corporation with Liberty Bank Attention: Xxxxxxx Xxx November 15, 2007 Page 2 recourse"”), (B) the original of each Mortgage securing such Pledged Notes Receivable, (C) the original of each purchase contract (including addenda) relating to the Pledged Notes Receivable and Mortgages, (D) originals or true copies of the related truth-in-lending disclosures, loan application, warranty deed, Payment Authorization Agreement and, if required by AgentLender, the related Purchaser's ’s acknowledgement, receipt and exchange company application, disclosures and materials, and (E) with respect to each Eligible Note Receivable from the sale of Intervals at Oak N' Spruce evidence satisfactory to Agent of the filing in the appropriate recorder's office of ’ Spruce: (i) the original UCC-1 Financing Statement, naming the Purchaser of the Interval giving rise to the Eligible Note Receivable as debtor and Borrower as secured party (the "“Purchaser Financing Statement"”), perfecting Borrower's ’s security interest in the applicable Interval to secure the Purchaser's ’s obligations under the Eligible Note Receivable and (ii) a UCC-3 Assignment, naming Borrower as assignor and Agent Lender as assignee, assigning to AgentLender, all of Borrower's ’s right, title and interest under each Purchaser Financing Statement.; (iii3) delivered to Agent Lender a duly executed Assignment of Notes Receivable and Mortgages assigning to Agent Lender all of Borrower's ’s right, title and interest in and to each such Pledged Note Receivable and the related Mortgage; and (iv4) subject to Section 4.4(c)(xvi) hereof and the partial waiver set forth in Section 5.1(f5.1(a)(vi) hereof, delivered to AgentLender, with respect to each Encumbered Interval, a commitment for a Mortgagee's ’s Title Policy showing that the Mortgage in respect of such Interval has been assigned to Agent Lender and insuring in favor of Agent Borrower the first priority Lien of such Mortgage in the amount of the Advance to be made in respect of such Pledged Note Receivable, with a satisfactory title insurance policy to be issued within ninety sixty (9060) days from the date of the Advance. The Mortgages and the assignments thereof to Agent Lender shall each be have been duly recorded in the applicable land records with acceptable confirmation of submission for recording provided to Agentrecords. The Mortgagee's ’s Title Policies shall be in form and substance satisfactory to Agent Lender and shall be issued by a title insurance company satisfactory to Agent Lender (the "“Title Company"”), and name Borrower as the insured party therein. The funding of the requested Advance, delivery of the Receivable Loan Component Collateral and issuance of the title insurance policy, and recording of the assignments or any releases may, in Agent's Lender’s discretion, be effected by way of an escrow arrangement with the Title Company or other fiduciary, the form and substance of which shall be satisfactory to AgentLender."

Loan Documents; Collateral. Not less than five (5) Business Days prior to the date of any Advance, Borrower shall have: (i) delivered to Agent a list of all Eligible Notes Receivable and related Mortgages which are to be the subject of such requested Advance, indicating the unpaid principal balance owing on each of the Pledged Notes Receivable deemed to be an Eligible Note Receivable, together with such additional information as Agent may require; (ii) delivered to Agent (or, if Agent shall so instruct, a designee appointed by Agent in writing) (A) (A)the the original of each Pledged Note Receivable (duly endorsed with the words "“Pay to the order of Liberty Bank, Textron Financial Corporation as Agent, Agent with Liberty Bank Attention: Xxxxxxx Xxx November 15, 2007 Page 2 recourse"”), (B) the original of each Mortgage securing such Pledged Notes Receivable, (C) the original of each purchase contract (including addenda) relating to the Pledged Notes Receivable and Mortgages, (D) originals or true copies of the related truth-in-lending disclosures, loan application, warranty deed, Payment Authorization Agreement and, if required by Agent, the related Purchaser's ’s acknowledgement, receipt and exchange company application, disclosures and materials, and (E) with respect to each Eligible Note Receivable from the sale of Intervals at Oak N' Spruce evidence satisfactory to Agent of the filing in the appropriate recorder's office of ’ Spruce: (i) the original UCC-1 Financing Statement, naming the Purchaser of the Interval giving rise to the Eligible Note Receivable as debtor and Borrower as secured party (the "“Purchaser Financing Statement"”), perfecting Borrower's ’s security interest in the applicable Interval to secure the Purchaser's ’s obligations under the Eligible Note Receivable and (ii) a UCC-3 Assignment, naming Borrower as assignor and Agent as assigneeassignee on behalf of Lenders, assigning to Agent, on behalf of Lenders, all of Borrower's ’s right, title and interest under each Purchaser Financing Statement. (iii) delivered to Agent a duly executed Assignment of Notes Receivable and Mortgages assigning to Agent all of Borrower's ’s right, title and interest in and to each such Pledged Note Receivable and the related Mortgage; and (iv) subject to Section 4.4(c)(xvi) hereof and the partial waiver set forth in Section 5.1(f) hereof, delivered to Agent, with respect to each Encumbered Interval, a commitment for a Mortgagee's ’s Title Policy showing that the Mortgage in respect of such Interval has been assigned to Agent and insuring in favor of Agent the first priority Lien of such Mortgage in the amount of the Advance to be made in respect of such Pledged Note Receivable, with a satisfactory title insurance policy to be issued within ninety forty five (9045) days from the date of the Advance. The Mortgages and the assignments thereof to Agent shall each be have been duly recorded in the applicable land records with acceptable confirmation of submission for recording provided to Agentrecords. The Mortgagee's ’s Title Policies shall be in form and substance satisfactory to Agent and shall be issued by a title insurance company satisfactory to Agent (the "“Title Company"”), and name Borrower Agent as the insured party thereintherein as agent for Lenders. The funding of the requested Advance, delivery of the Collateral and issuance of the title insurance policy, and recording of the assignments or any releases may, in Agent's ’s discretion, be effected by way of an escrow arrangement with the Title Company or other fiduciary, the form and substance of which shall be satisfactory to Agent."

Loan Documents; Collateral. Not less than five ten (510) Business Days prior to the date of any Advance, the Borrower shall have: (i) delivered to Agent Lender a list of all Eligible Notes Receivable and related Mortgages which are to be the subject of such requested Advance, indicating the unpaid principal balance owing on each of the Pledged Notes Receivable deemed to be an Eligible Note Receivable, together with such additional information as Agent Lender may require; (ii) delivered to Agent Lender (or, if Agent Lender shall so instruct, a designee appointed by Agent Lender in writing) (A) (A)the the original of each Pledged Note Receivable (duly endorsed with the words "Pay to the order of Liberty Bank, as Agent, Textron Financial Corporation with Liberty Bank Attention: Xxxxxxx Xxx November 15, 2007 Page 2 recourse"), (B) the original of each Mortgage securing such Pledged Notes Receivable, (C) the original of each purchase contract (including addenda) relating to the Pledged Notes Receivable and Mortgages, and (D) originals or true copies of the related truth-in-lending disclosures, loan application, warranty deed, Payment Authorization Agreement and, if required by AgentLender, the related Purchaser's acknowledgement, receipt receipt, owner's policy of title insurance and exchange company application, disclosures and materials, and (E) with respect to each Eligible Note Receivable from the sale of Intervals at Oak N' Spruce evidence satisfactory to Agent of the filing in the appropriate recorder's office of the original UCC-1 Financing Statement, naming the Purchaser of the Interval giving rise to the Eligible Note Receivable as debtor and Borrower as secured party (the "Purchaser Financing Statement"), perfecting Borrower's security interest in the applicable Interval to secure the Purchaser's obligations under the Eligible Note Receivable and naming Borrower as assignor and Agent as assignee, assigning to Agent, all of Borrower's right, title and interest under each Purchaser Financing Statement.; (iii) delivered to Agent Lender a duly executed Assignment of Notes Receivable and Mortgages assigning to Agent Lender all of the Borrower's right, title and interest in and to each such Pledged Note Receivable and the related Mortgage; and (iv) subject to Section 4.4(c)(xvi) hereof and the partial waiver set forth in Section 5.1(f) hereof, delivered to AgentLender, with respect to each Encumbered Interval, a commitment for a Mortgageemortgagee's Title Policy showing that the Mortgage in respect of such Interval has been assigned to Agent and insuring in favor of Agent the first priority Lien of such Mortgage in the amount of the Advance to be made in respect of such Pledged Note Receivable, with a satisfactory title insurance policy to be issued within ninety (90) days from the date of the Advance. The Mortgages and the assignments thereof to Agent shall each be duly recorded in the applicable land records with acceptable confirmation of submission for recording provided to Agent. The Mortgagee's Title Policies shall be in form and substance satisfactory to Agent and shall be issued by a title insurance company satisfactory to Agent (the "Title Company"), and name Borrower as the insured party therein. The funding of the requested Advance, delivery of the Collateral and issuance of the title insurance policy, and recording of the assignments or any releases may, in Agent's discretion, be effected by way of an escrow arrangement with the Title Company or other fiduciary, the form and substance of which shall be satisfactory to Agent."showing that the

Loan Documents; Collateral. Not less than five (5) Business Days prior to the date of any Advance, the Borrower shall have: (ia) delivered to Agent Lender a list of all Eligible Notes Receivable and related Mortgages Intervals which are to be the subject of such requested Advance, indicating the unpaid principal balance owing on each of the Pledged Notes Receivable deemed to be an Eligible Note Receivable, together with such additional information as Agent Lender may require; (iib) delivered to Agent Lender (or, if Agent Lender shall so instruct, a designee appointed by Agent Lender in writing) (A)the original of each Pledged Note Receivable (duly endorsed with the words "Pay ), to the order of Liberty Bank, as Agent, with Liberty Bank Attention: Xxxxxxx Xxx November 15, 2007 Page 2 recourse")extent available, (Ba) the original or certified copies of each Mortgage securing such Pledged Notes Receivableany deed or beneficial interest certificate, or other documents evidencing conveyance of the Interval in question to the Borrower, (Cb) a copy of any title policy received by the Borrower in connection with its acquisition of the Interval in question, and (c) original or true copies of each any purchase contract (including addenda) relating to or other agreements entered into by the Pledged Notes Receivable and Mortgages, (D) originals or true copies of the related truth-in-lending disclosures, loan application, warranty deed, Payment Authorization Agreement and, if required by Agent, the related Purchaser's acknowledgement, receipt and exchange company application, disclosures and materials, and (E) Borrower with any person with respect to each Eligible Note Receivable from the sale of Intervals at Oak N' Spruce evidence satisfactory by the Borrower to Agent of the filing in the appropriate recorder's office of the original UCC-1 Financing Statement, naming the any Purchaser of the Interval giving rise to the Eligible Note Receivable as debtor and Borrower as secured party (the "Purchaser Financing Statement"), perfecting Borrower's security interest in the applicable Interval to secure the Purchaser's obligations under the Eligible Note Receivable and naming Borrower as assignor and Agent as assignee, assigning to Agent, all of Borrower's right, title and interest under each Purchaser Financing Statement.question; (iiic) delivered to Agent Lender a duly executed Assignment Mortgage or Mortgages granting to Lender a first mortgage lien on the Inventory; (d) original UCC financing statements covering the Collateral, filed with the Secretary of Notes Receivable and Mortgages assigning to Agent all State of Borrower's right, title and interest in and to each such Pledged Note Receivable Texas and the related MortgageSecretary of State of each state in which the Collateral is located; and (ive) subject to Section 4.4(c)(xvi) hereof and the partial waiver set forth in Section 5.1(f4.5(c)(xvi) hereof, delivered to AgentLender, with respect to each Encumbered IntervalInterval constituting a part of the Inventory, a commitment for a Mortgageemortgagee's Title Policy title insurance policy showing that the Mortgage in respect of such Interval has been assigned to Agent and insuring in favor of Agent Lender the first priority Lien of such Mortgage in the amount of the Advance to be made in respect of such Pledged Note ReceivableInterval (or in case of any Modification(s) to Mortgage, an endorsement to the existing mortgagee's title insurance policy endorsing said policy to reflect such Modification(s) of Mortgage), with a satisfactory title insurance policy to be issued within ninety (90) days from a reasonable time following the date of the requested Advance. The Mortgages and the assignments thereof to Agent Lender shall each be have been duly recorded in the applicable land records with acceptable confirmation of submission for recording provided to Agentwhich are described in Schedule A hereof. The Mortgageemortgagee's Title Policies title insurance policies shall be in form and substance satisfactory to Agent Lender and shall be issued by a title insurance company satisfactory to Agent Lender (the "Title CompanyTITLE COMPANY"), and name Borrower Lender as the insured party therein. The funding of the requested Advance, delivery of the Collateral and issuance of the title insurance policy, and recording of the assignments mortgages or any releases may, in AgentLender's discretion, be effected by way of an escrow arrangement with the Title Company or other fiduciary, the form and substance of which shall be satisfactory to AgentLender."

Loan Documents; Collateral. Not less than five (5) Business Days prior to the date of any Advance, Borrower shall have: (i) delivered to Agent a list of all Eligible Notes Receivable and related Mortgages which are not previously delivered to be the subject of such requested AdvanceAgent, indicating the unpaid principal balance owing on each of the Pledged Notes Receivable deemed to be an Eligible Note Receivable, together with such additional information as Agent may require; (ii) delivered to Agent (or, if Agent shall so instruct, a designee appointed by Agent in writing) (A) (A)the the original of each Pledged Note Receivable (duly endorsed with the words "“Pay to the order of Liberty BankWxxxx Fargo Capital Finance, LLC, as Agent, with Liberty Bank Attention: Xxxxxxx Xxx November 15, 2007 Page 2 recourse"”), (B) the original of each Mortgage securing such Pledged Notes Receivable, (C) the original of each purchase contract (including addenda) relating to the Pledged Notes Receivable and Mortgages, (D) originals or true copies of the related truth-in-lending disclosures, loan application, warranty deed, Payment Authorization Agreement and, if required by Agent, the related Purchaser's acknowledgement, receipt and exchange company application, disclosures and materials, and (E) with respect to each Eligible Note Receivable from the sale of Intervals at Oak N' Spruce evidence satisfactory to Agent of the filing in the appropriate recorder's office of the original UCC-1 Financing Statement, naming the Purchaser of the Interval giving rise to the Eligible Note Receivable as debtor and Borrower as secured party (the "“Purchaser Financing Statement"”), perfecting Borrower's security interest in the applicable Interval to secure the Purchaser's obligations under the Eligible Note Receivable and naming Borrower as assignor and Agent as assignee, assigning to Agent, all of Borrower's right, title and interest under each Purchaser Financing Statement. (iii) delivered to Agent a duly executed Assignment of Notes Receivable and Mortgages assigning to Agent Agent, to the extent not previously assigned, all of Borrower's right, title and interest in and to each such Pledged Note Receivable and the related Mortgage; and (iv) subject to Section 4.4(c)(xvi) hereof and the partial waiver set forth in Section 5.1(f) hereof, delivered to Agent, with respect to each Encumbered Interval, a commitment for a Mortgagee's Title Policy showing that the Mortgage in respect of such Interval has been assigned to Agent and insuring in favor of Agent the first priority Lien of such Mortgage in the then outstanding principal amount of the Advance to be made in respect of such Pledged Note ReceivableReceivable secured by such Mortgage, with a satisfactory title insurance policy to be issued within ninety forty-five (9045) days from the date of the Advance. The Mortgages and the assignments thereof to Agent shall each be duly recorded in the applicable land records with acceptable confirmation of submission for recording provided to Agentrecords. The Mortgagee's Title Policies shall be in form and substance satisfactory to Agent and shall be issued by a title insurance company satisfactory to Agent (the "Title Company"), and name Borrower as the insured party therein. The funding of the requested Advance, delivery of the Collateral and issuance of the title insurance policy, and recording of the assignments or any releases may, in Agent's discretion, be effected by way of an escrow arrangement with the Title Company or other fiduciary, the form and substance of which shall be satisfactory to Agent."

Loan Documents; Collateral. Not less than five (5) Business Days prior to the date of any Advance, the Borrower shall have: (i1) delivered to Agent Lender a list of all Eligible Notes Receivable and related Mortgages Intervals which are to be the subject of such requested Advance, indicating the unpaid principal balance owing on each of the Pledged Notes Receivable deemed to be an Eligible Note Receivable, together with such additional information as Agent Lender may require; (ii2) delivered to Agent Lender (or, if Agent Lender shall so instruct, a designee appointed by Agent Lender in writing) (A)the original of each Pledged Note Receivable (duly endorsed with the words "Pay ), to the order of Liberty Bank, as Agent, with Liberty Bank Attention: Xxxxxxx Xxx November 15, 2007 Page 2 recourse")extent available, (Ba) the original or certified copies of each Mortgage securing such Pledged Notes Receivableany deed or beneficial interest certificate, or other documents evidencing conveyance of the Interval in question to the Borrower, (Cb) a copy of any title policy received by the Borrower in connection with its acquisition of the Interval in question, and (c) original or true copies of each any purchase contract (including addenda) relating or other agreements entered into by the Borrower with any person with respect to the Pledged Notes Receivable and sale by the Borrower to any Purchaser of the Interval in question; (3) delivered to Lender a duly executed Inventory Mortgage Inventory Mortgages, in the form and substance attached here as Exhibit F, or in the case of an existing Inventory Mortgage, a modification thereof in the form and substance attached here as Exhibit F-1 (D) originals or true copies each containing such changes and modifications as are necessary to reflect the law of the related truth-in-lending disclosuresstate in which the Resort in question is located) granting to Lender a first mortgage lien on the Inventory; (4) original UCC financing statements covering the Inventory Loan Component Collateral, loan application, warranty deed, Payment Authorization Agreement filed with the Secretary of State of Texas and the Secretary of State of each state in which the Inventory Loan Component Collateral is located; and, if required by Agent, the related Purchaser's acknowledgement, receipt and exchange company application, disclosures and materials, and (E5) with respect to each Eligible Note Receivable from the sale of Intervals at Oak N' Spruce evidence satisfactory to Agent Interval constituting a part of the filing in the appropriate recorder's office of the original UCC-1 Financing Statement, naming the Purchaser of the Interval giving rise to the Eligible Note Receivable as debtor and Borrower as secured party (the "Purchaser Financing Statement"), perfecting Borrower's security interest in the applicable Interval to secure the Purchaser's obligations under the Eligible Note Receivable and naming Borrower as assignor and Agent as assignee, assigning to Agent, all of Borrower's right, title and interest under each Purchaser Financing Statement. (iii) delivered to Agent a duly executed Assignment of Notes Receivable and Mortgages assigning to Agent all of Borrower's right, title and interest in and to each such Pledged Note Receivable and the related Mortgage; and (iv) subject to Section 4.4(c)(xvi) hereof and the partial waiver set forth in Section 5.1(f) hereof, delivered to Agent, with respect to each Encumbered IntervalInventory, a commitment for a Mortgagee's Title Policy mortgagee’s title insurance policy showing that the Mortgage in respect of such Interval has been assigned to Agent and insuring in favor of Agent Lender the first priority Lien of such Inventory Mortgage in the amount of the Advance to be made in respect of such Pledged Note ReceivableInterval (or in case of any Modification(s) to Inventory Mortgage, an endorsement to the existing mortgagee’s title insurance policy endorsing said policy to reflect such Modification(s) of Inventory Mortgage), with a satisfactory title insurance policy to be issued within ninety (90) days from a reasonable time following the date of the requested Advance. The Inventory Mortgages and the assignments thereof to Agent shall each be have been duly recorded in the applicable land records with acceptable confirmation of submission for recording provided to Agentwhich are described in Schedule A hereof. The Mortgagee's Title Policies mortgagee’s title insurance policies shall be in form and substance satisfactory to Agent Lender and shall be issued by a title insurance company satisfactory to Agent (the "Title Company"), and name Borrower Lender as the insured party therein. The funding of the requested Advance, delivery of the Inventory Loan Component Collateral and issuance of the title insurance policy, and recording of the assignments mortgages or any releases may, in Agent's Lender’s discretion, be effected by way of an escrow arrangement with the Title Company or other fiduciary, the form and substance of which shall be satisfactory to AgentLender."

Loan Documents; Collateral. Not less than five (5) Business Days prior to the date of any Advance, the Borrower shall have: (ia) delivered to Agent a list of all Eligible Notes Receivable and related Mortgages Intervals which are to be the subject of such requested Advance, indicating the unpaid principal balance owing on each of the Pledged Notes Receivable deemed to be an Eligible Note Receivable, together with such additional information as Agent may require; (ii) delivered to Agent (or, if Agent shall so instruct, a designee appointed by Agent in writing) (A)the original of each Pledged Note Receivable (duly endorsed with the words "Pay to the order of Liberty Bank, as Agent, with Liberty Bank Attention: Xxxxxxx Xxx November 15, 2007 Page 2 recourse"), (B) the original of each Mortgage securing such Pledged Notes Receivable, (C) the original of each purchase contract (including addenda) relating to the Pledged Notes Receivable and Mortgages, (D) originals or true copies of the related truth-in-lending disclosures, loan application, warranty deed, Payment Authorization Agreement and, if required by Agent, the related Purchaser's acknowledgement, receipt and exchange company application, disclosures and materials, and (E) with respect to each Eligible Note Receivable from the sale of Intervals at Oak N' Spruce evidence satisfactory to Agent of the filing in the appropriate recorder's office of the original UCC-1 Financing Statement, naming the Purchaser of the Interval giving rise to the Eligible Note Receivable as debtor and Borrower as secured party (the "Purchaser Financing Statement"), perfecting Borrower's security interest in the applicable Interval to secure the Purchaser's obligations under the Eligible Note Receivable and naming Borrower as assignor and Agent as assignee, assigning to Agent, all of Borrower's right, title and interest under each Purchaser Financing Statement. (iiib) delivered to Agent a duly executed Assignment of Notes Receivable and Mortgage or Mortgages assigning granting to Agent all of Borrower's right, title and interest in and to each such Pledged Note Receivable and a first mortgage lien on the related Mortgage; andInventory; (ivc) subject to Section 4.4(c)(xvi) hereof and the partial waiver set forth in Section 5.1(f4.5(c)(xvi) hereof, delivered to Agent, with respect to each Encumbered IntervalInterval constituting a part of the Inventory, a commitment for a Mortgagee's Title Policy mortgagee’s title insurance policy showing that the Mortgage in respect of such Interval has been assigned to Agent and insuring will create in favor of Agent the a first priority Lien on the Intervals covered thereby (or in case of any Modification(s) to Mortgage, an endorsement to the existing mortgagee’s title insurance policy endorsing said policy to reflect such Mortgage in the amount Modification(s) of the Advance to be made in respect of such Pledged Note ReceivableMortgage), with a satisfactory title insurance policy to be issued within ninety (90) days from a reasonable time following the date of the requested Advance. The amount of each title policy will be equal to the amount advanced to Borrower with respect to the Inventory covered thereby. Notwithstanding anything heretofore to the contrary, until such time as deeded Intervals are permitted under local law governing the Oak N’ Spruce Resort, Agent agrees that Borrower shall not be required to provide such a commitment or a Mortgagee Title Insurance Policy with respect to the Oak N’ Spruce Resort in order to qualify any such Resort as an Eligible Resort, provided, however, that until such time as Agent and Borrower have agreed to the contrary, under no circumstances shall any portion of Loan be secured by Intervals from the Oak N’ Spruce Resort. The Mortgages and the assignments thereof to Agent shall each be have been duly recorded in the applicable land records with acceptable confirmation of submission for recording provided to Agentwhich are described in Schedule 5.2 hereof. The Mortgagee's Title Policies mortgagee’s title insurance policies shall be in form and substance satisfactory to Agent and shall be issued by a title insurance company satisfactory to Agent (the "“Title Company"”), and name Borrower Agent, as agent for Lenders, as the insured party therein. The funding of the requested Advance, delivery of the Collateral and issuance of the title insurance policy, and recording of the assignments mortgages or any releases may, in Agent's ’s discretion, be effected by way of an escrow arrangement with the Title Company or other fiduciary, the form and substance of which shall be satisfactory to Agent."

Loan Documents; Collateral. Not less than five (5) Business Days prior to the date of any Advance, Borrower shall have: (i) delivered to Agent a list of all Eligible Notes Receivable and related Mortgages which are to be the subject of such requested Advance, indicating the unpaid principal balance owing on each of the Pledged Notes Receivable deemed to be an Eligible Note Receivable, together with such additional information as Agent may require; (ii) delivered to Agent (or, if Agent shall so instruct, a designee appointed by Agent in writing) (A) (A)the the original of each Pledged Note Receivable (duly endorsed with the words "“Pay to the order of Liberty Bank, as Agent, with Liberty Bank Attention: Xxxxxxx Xxx November 15, 2007 Page 2 recourse"”), (B) the original of each Mortgage securing such Pledged Notes Receivable, (C) the original of each purchase contract (including addenda) relating to the Pledged Notes Receivable and Mortgages, (D) originals or true copies of the related truth-in-lending disclosures, loan application, warranty deed, Payment Authorization Agreement and, if required by Agent, the related Purchaser's ’s acknowledgement, receipt and exchange company application, disclosures and materials, and (E) with respect to each Eligible Note Receivable from the sale of Intervals at Oak N' ’ Spruce evidence satisfactory to Agent of the filing in the appropriate recorder's ’s office of the original UCC-1 Financing Statement, naming the Purchaser of the Interval giving rise to the Eligible Note Receivable as debtor and Borrower as secured party (the "“Purchaser Financing Statement"”), perfecting Borrower's ’s security interest in the applicable Interval to secure the Purchaser's ’s obligations under the Eligible Note Receivable and naming Borrower as assignor and Agent as assignee, assigning to Agent, all of Borrower's ’s right, title and interest under each Purchaser Financing Statement. (iii) delivered to Agent a duly executed Assignment of Notes Receivable and Mortgages assigning to Agent all of Borrower's ’s right, title and interest in and to each such Pledged Note Receivable and the related Mortgage; and (iv) subject to Section 4.4(c)(xvi) hereof and the partial waiver set forth in Section 5.1(f) hereof, delivered to Agent, with respect to each Encumbered Interval, a commitment for a Mortgagee's ’s Title Policy showing that the Mortgage in respect of such Interval has been assigned to Agent and insuring in favor of Agent the first priority Lien of such Mortgage in the amount of the Advance to be made in respect of such Pledged Note Receivable, with a satisfactory title insurance policy to be issued within ninety forty five (9045) days from the date of the Advance. The Mortgages and the assignments thereof to Agent shall each be duly recorded in the applicable land records with acceptable confirmation of submission for recording provided to Agentrecords. The Mortgagee's ’s Title Policies shall be in form and substance satisfactory to Agent and shall be issued by a title insurance company satisfactory to Agent (the "“Title Company"”), and name Borrower as the insured party therein. The funding of the requested Advance, delivery of the Collateral and issuance of the title insurance policy, and recording of the assignments or any releases may, in Agent's ’s discretion, be effected by way of an escrow arrangement with the Title Company or other fiduciary, the form and substance of which shall be satisfactory to Agent."

Loan Documents; Collateral. Not less than five (5) Business Days prior to the date of any Advance, Borrower shall have: (i) delivered to Agent a list of all Eligible Notes Receivable and related Mortgages which are to be the subject of such requested Advance, indicating the unpaid principal balance owing on each of the Pledged Notes Receivable deemed to be an Eligible Note Receivable, together with such additional information as Agent may require; (ii) delivered to Agent (or, if Agent shall so instruct, a designee appointed by Agent in writing) (A) (A)the the original of each Pledged Note Receivable (duly endorsed with the words "“Pay to the order of Liberty BankXxxxx Fargo Foothill, Inc., as Agent, with Liberty Bank Attention: Xxxxxxx Xxx November 15, 2007 Page 2 recourse"”), (B) the original of each Mortgage securing such Pledged Notes Receivable, (C) the original of each purchase contract (including addenda) relating to the Pledged Notes Receivable and Mortgages, (D) originals or true copies of the related truth-in-lending disclosures, loan application, warranty deed, Payment Authorization Agreement and, if required by Agent, the related Purchaser's ’s acknowledgement, receipt and exchange company application, disclosures and materials, and (E) with respect to each Eligible Note Receivable from the sale of Intervals at Oak N' ’ Spruce evidence satisfactory to Agent of the filing in the appropriate recorder's ’s office of the original UCC-1 Financing Statement, naming the Purchaser of the Interval giving rise to the Eligible Note Receivable as debtor and Borrower as secured party (the "“Purchaser Financing Statement"”), perfecting Borrower's ’s security interest in the applicable Interval to secure the Purchaser's ’s obligations under the Eligible Note Receivable and naming Borrower as assignor and Agent as assignee, assigning to Agent, all of Borrower's ’s right, title and interest under each Purchaser Financing Statement. (iii) delivered to Agent a duly executed Assignment of Notes Receivable and Mortgages assigning to Agent all of Borrower's ’s right, title and interest in and to each such Pledged Note Receivable and the related Mortgage; and (iv) subject to Section 4.4(c)(xvi) hereof and the partial waiver set forth in Section 5.1(f) hereof, delivered to Agent, with respect to each Encumbered Interval, a commitment for a Mortgagee's ’s Title Policy showing that the Mortgage in respect of such Interval has been assigned to Agent and insuring in favor of Agent the first priority Lien of such Mortgage in the amount of the Advance to be made in respect of such Pledged Note Receivable, with a satisfactory title insurance policy to be issued within ninety forty five (9045) days from the date of the Advance. The Mortgages and the assignments thereof to Agent shall each be duly recorded in the applicable land records with acceptable confirmation of submission for recording provided to Agentrecords. The Mortgagee's ’s Title Policies shall be in form and substance satisfactory to Agent and shall be issued by a title insurance company satisfactory to Agent (the "“Title Company"”), and name Borrower Agent, as agent for Lenders, as the insured party thereintherein as agent for Lenders. The funding of the requested Advance, delivery of the Collateral and issuance of the title insurance policy, and recording of the assignments or any releases may, in Agent's ’s discretion, be effected by way of an escrow arrangement with the Title Company or other fiduciary, the form and substance of which shall be satisfactory to Agent."