Common use of Notes Receivable Clause in Contracts

Notes Receivable. All notes receivable (the "Notes") from RedChip officers and RedChip Stockholders, including Marcxx Xxxxxx, Xxugxxx Xxxxx xxx Thomxx Xxxxxxxx (xxllectively the "Note Shareholders") shall be amended and restated to provide that, at the Closing, each Note Shareholder shall deliver to FRT a number of shares of FRT Stock, which such Note Shareholders shall have received as Merger Shares, equal to the amount of the Note divided by the average of the "last sale" prices of FRT Stock on the OTCBB (or any exchange on which such FRT Stock may then be listed) for the ten (10) Trading Days ending on the Trading Day immediately prior to the Closing (the "Settlement Shares"); provided, however, that in no event shall the number of the Settlement Shares exceed the number of shares of FRT Stock received at the Closing by the Note Shareholder in exchange for the RedChip Stock acquired by such Note Shareholder pursuant to the Note. The amended and restated Notes shall be repaid in full and the obligation shall have final settlement pursuant to this repayment with Merger Shares. At the Closing, the Note Shareholders and FRT shall enter a contingent payment agreement which shall provide that upon the earlier of (i) Marcx 00, 0000, (xx) xx any time at the option of the Note Shareholder or (iii) upon the consummation by FRT of an underwritten public offering (each a "Contingent Payment Date") either FRT or the Note Shareholders, as determined below, will be obligated to deliver a contingent amount of shares of FRT Stock to the other party based on the following calculation: a number of shares of FRT Stock equal to (i) the amount of the note payable which was repaid in full at Closing divided by (ii) the average of the "last sale" prices of FRT Stock on the OTCBB (or any exchange on which such FRT Stock may then be listed) for the ten (10) Trading Days ending on the Trading Day immediately prior to the Contingent Payment Date (the "Contingent Shares"). If the Settlement Shares are greater than the Contingent Shares, then FRT shall deliver to the Note Shareholder an amount of shares of FRT Stock equal to the difference between the two numbers. If the Settlement Shares are less than the Contingent Shares, then the Note Shareholder shall deliver to FRT an amount of shares of FRT Stock equal to the difference between the two numbers; provided, however, that in no event shall such additional shares plus the Settlement Shares exceed the number of shares of FRT Stock received at the Closing by the Note Shareholder in exchange for the RedChip Stock acquired by such Note Shareholder pursuant to the Note. Notwithstanding the foregoing, the parties will use their best efforts to permit the repayment of any of the obligations under the Notes in cash rather than FRT Stock.

Notes Receivable. All notes receivable Borrower shall not take any action (nor permit or consent to the "Notes"taking of any action) from RedChip officers and RedChip Stockholders, including Marcxx Xxxxxx, Xxugxxx Xxxxx xxx Thomxx Xxxxxxxx which might reasonably be anticipated to impair the value of the Collateral or any of the rights of Lender in the Collateral. Borrower shall not (xxllectively i) modify or amend any of the "Note Shareholders") Pledged Documents without Lender's prior written consent except that Borrower shall be amended and restated permitted to provide that, at modify up to (1) 15% of the Closing, each Note Shareholder shall deliver Notes Receivable which are to FRT a number be pledged to Lender by reducing the interest rate charged and/or (2) 20% of shares the Notes Receivable which are to be pledged to Lender by extending the term of FRT Stock, which such Note Shareholders the Notes Receivable beyond 84 months so long as (a) no Financed Notes Receivable shall have received been modified more than two times; (b) all Financed Notes Receivable have a weighted average interest rate of 13.75%; (c) no term exceeds 120 months; (d) no more than 20% of all Financed Notes Receivable have a term exceeding 84 months; (e) at such time as Merger Shares10% of the Financed Notes Receivable constitute Notes Receivable which have been modified as permitted hereunder any additional modified Notes Receivable to be pledged to Lender shall be subject to the further requirement that the Purchasers under such modified Notes Receivable to be pledged to Lender shall have made two (2) timely and consecutive monthly payments; (f) no additional modified Notes Receivable shall be pledged to Lender after the expiration of the Revolving Period except in replacement of a modified Financed Note Receivable which has become ineligible; (g) no unmodified Financed Note Receivable which becomes ineligible may be replaced with a modified Note Receivable; and (h) there shall be no limit on assumptions of Notes Receivable provided the purchaser has made a 10% down payment, equal to or (ii) grant extensions of time for the payment of, compromise for less than the full face value, release in whole or in part any Purchaser liable for the payment of, or allow any credit whatsoever except for the amount of cash to be paid upon, any Collateral or any instrument or document representing the Collateral. If a Note divided Receivable is a newly originated Eligible Note Receivable which is replacing an existing Eligible Note Receivable pledged as Collateral under the Loan Agreement and the proceeds have been used to finance the purchase of an Interval which is being upgraded by the average consumer borrower to a more expensive Interval, then (a) the principal balance of the "last sale" prices existing Eligible Note Receivable which is being upgraded may still be included for purposes of FRT Stock calculating the Availability for a period of time expiring on the OTCBB earlier to occur of (i) the 31st day after the consumer documents effecting the upgrade have been executed or any exchange (ii) the date on which any payment on such FRT Stock may then be listedEligible Note Receivable becomes thirty (30) for or more days past due, and (b) on or before the second (2nd) Business Day after the expiration of the statutory rescission period in connection with any consumer documents executed effecting any upgrade involving an Eligible Note Receivable and in any event within ten (10) Trading Days ending on the Trading Day immediately prior to the Closing (the "Settlement Shares"); provideddays of such upgrade, however, that in no event shall the number of the Settlement Shares exceed the number of shares of FRT Stock received at the Closing by the Note Shareholder in exchange for the RedChip Stock acquired by such Note Shareholder pursuant to the Note. The amended and restated Notes shall be repaid in full and the obligation shall have final settlement pursuant to this repayment with Merger Shares. At the Closing, the Note Shareholders and FRT shall enter a contingent payment agreement which shall provide that upon the earlier of (i) Marcx 00, 0000, (xx) xx any time at the option of the Note Shareholder or (iii) upon the consummation by FRT of an underwritten public offering (each a "Contingent Payment Date") either FRT or the Note Shareholders, as determined below, will be obligated to deliver a contingent amount of shares of FRT Stock to the other party based on the following calculation: a number of shares of FRT Stock equal to (i) the amount of the note payable which was repaid in full at Closing divided by (ii) the average of the "last sale" prices of FRT Stock on the OTCBB (or any exchange on which such FRT Stock may then be listed) for the ten (10) Trading Days ending on the Trading Day immediately prior to the Contingent Payment Date (the "Contingent Shares"). If the Settlement Shares are greater than the Contingent Shares, then FRT Borrower shall deliver to Lender or its designee the Note Shareholder an amount original of shares of FRT Stock equal the new promissory note executed in connection with such upgrade duly endorsed in blank by Borrower and Borrower will cause all payments made with respect to such new promissory note to be forwarded to the difference between the two numbers. If the Settlement Shares are less than the Contingent Shares, then the Note Shareholder shall deliver to FRT an amount of shares of FRT Stock equal to the difference between the two numbers; provided, however, that in no event shall such additional shares plus the Settlement Shares exceed the number of shares of FRT Stock received at the Closing by the Note Shareholder in exchange for the RedChip Stock acquired by such Note Shareholder pursuant to the Note. Notwithstanding the foregoing, the parties will use their best efforts to permit the repayment of any of the obligations under the Notes in cash rather than FRT StockLockbox.

Notes Receivable. All notes receivable The second paragraph of Section (a) of the "Notes") from RedChip officers and RedChip Stockholders, including Marcxx Xxxxxx, Xxugxxx Xxxxx xxx Thomxx Xxxxxxxx (xxllectively additions to Section 2.2 of the "Note Shareholders") shall be loan Agreement made pursuant to the Fourth Amendment to Supplemental is hereby amended and restated as follows: If a Note Receivable is a newly originated Eligible Note Receivable which is replacing an existing Eligible Note Receivable pledged as Collateral under the Loan Agreement and the proceeds have been used to provide thatfinance the purchase of an Interval which is being upgraded by the consumer borrower to a more expensive Interval, at then (a) the Closingprincipal balance of the existing Eligible Note Receivable which is being upgraded may still be included for purposes of calculating the Availability for a period of time expiring on the earlier to occur of (i) the 31st day after the consumer documents effecting the upgrade have been executed or (ii) the date on which any payment on such Eligible Note Receivable becomes thirty (30) or more days past due, each (b) on or before the second (2nd) Business Day after the expiration of the statutory rescission period in connection with any consumer documents executed effecting any upgrade involving an Eligible Note Shareholder Receivable and in any event within ten (10) days of such upgrade, Borrower shall deliver to FRT a number Lender or its designee the original of shares of FRT Stockthe new promissory note executed in connection with such upgrade duly endorsed in blank by Borrower and Borrower will cause all payments made with respect to such new promissory note to be forwarded to the Lockbox, which such Note Shareholders shall have received and (c) except as Merger Sharesprovided in the next sentence, equal to the amount of the Note divided by the average principal balance of the "last sale" prices of FRT Stock on the OTCBB (or any exchange on which such FRT Stock may then be listed) for the ten (10) Trading Days ending on the Trading Day immediately prior to the Closing (the "Settlement Shares"); provided, however, that newly originated Eligible Note Receivable in no event shall the number excess of the Settlement Shares exceed principal balance of the number of shares of FRT Stock received at the Closing by the existing Eligible Note Shareholder in exchange for the RedChip Stock acquired Receivable which is being upgraded and replaced by such newly originated Eligible Note Shareholder pursuant to Receivable shall not be considered for purposes of calculating Availability. In the Note. The amended and restated Notes shall be repaid in full and the obligation shall have final settlement pursuant to this repayment with Merger Shares. At the Closing, the event more than one upgraded Eligible Note Shareholders and FRT shall enter a contingent payment agreement which shall provide that upon the earlier of (i) Marcx 00, 0000, (xx) xx any time Receivable is being replaced by Borrower at the option of the Note Shareholder or (iii) upon the consummation by FRT of an underwritten public offering (each a "Contingent Payment Date") either FRT or the Note Shareholders, as determined below, will be obligated to deliver a contingent amount of shares of FRT Stock to the other party based on the following calculation: a number of shares of FRT Stock equal to (i) the amount of the note payable which was repaid in full at Closing divided by (ii) the average of the "last sale" prices of FRT Stock on the OTCBB (or any exchange on which such FRT Stock may then be listed) for the ten (10) Trading Days ending on the Trading Day immediately prior to the Contingent Payment Date (the "Contingent Shares"). If the Settlement Shares are greater than the Contingent Sharesanytime, then FRT shall deliver to Borrower may aggregate the Note Shareholder an amount of shares of FRT Stock equal to the difference between the two numbers. If the Settlement Shares are less than the Contingent Shares, then the Note Shareholder shall deliver to FRT an amount of shares of FRT Stock equal to the difference between the two numbers; provided, however, that in no event shall such additional shares plus the Settlement Shares exceed the number of shares of FRT Stock received at the Closing by the Note Shareholder in exchange for the RedChip Stock acquired by such Note Shareholder pursuant to the Note. Notwithstanding the foregoing, the parties will use their best efforts to permit the repayment balances of any of such replacement Notes Receivable and shall only be required to provide sufficient replacement Notes Receivable to replace the obligations under the Notes in cash rather than FRT Stockaggregate balance being substituted for.