AMONG

1
EXHIBIT 10.6.14

Execution Counterpart

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$100,000,000

CREDIT AGREEMENT

AMONG

SIGNATURE RESORTS, INC.,

CERTAIN LENDERS PARTY HERETO,

NATIONSBANK OF TEXAS, N.A., AS ADMINISTRATIVE LENDER,

AND

SOCIETE GENERALE, AS DOCUMENTATION AGENT

FEBRUARY 18, 1998

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TABLE OF CONTENTS

Page
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ARTICLE 1

Definitions

Section 1.1 Defined Terms . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Section 1.2 Amendments and Renewals . . . . . . . . . . . . . . . . . . . . . 25
Section 1.3 Construction . . . . . . . . . . . . . . . . . . . . . . . . . . 25

ARTICLE 2

Advances

Section 2.1 The Advances . . . . . . . . . . . . . . . . . . . . . . . . . . 25
Section 2.2 Manner of Borrowing and Disbursement . . . . . . . . . . . . . . 26
Section 2.3 Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
Section 2.4 Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
Section 2.5 Prepayments . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
Section 2.6 Reduction of Commitment . . . . . . . . . . . . . . . . . . . . . 31
Section 2.7 Non-Receipt of Funds by the Administrative Lender . . . . . . . . 32
Section 2.8 Payment of Principal of Advances . . . . . . . . . . . . . . . . 32
Section 2.9 Reimbursement . . . . . . . . . . . . . . . . . . . . . . . . . . 32
Section 2.10 Manner of Payment . . . . . . . . . . . . . . . . . . . . . . . . 33
Section 2.11 LIBOR Lending Offices . . . . . . . . . . . . . . . . . . . . . . 34
Section 2.12 Sharing of Payments . . . . . . . . . . . . . . . . . . . . . . . 34
Section 2.13 Calculation of LIBOR Rate . . . . . . . . . . . . . . . . . . . . 35
Section 2.14 Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
Section 2.15 Letters of Credit . . . . . . . . . . . . . . . . . . . . . . . . 38

ARTICLE 3

Conditions Precedent

Section 3.1 Conditions Precedent to the Initial Advance and the Initial
Issuance of Letters of Credit . . . . . . . . . . . . . . . . . 44
Section 3.2 Conditions Precedent to All Advances and Letters of Credit . . . . 46
Section 3.3 Conditions Precedent to Conversions and Continuations . . . . . . 48

ARTICLE 4

Representations and Warranties

Section 4.1 Representations and Warranties . . . . . . . . . . . . . . . . . . 48
Section 4.2 Survival of Representations and Warranties, etc . . . . . . . . . . 57

ARTICLE 5

General Covenants

Section 5.1 Preservation of Existence and Similar Matters . . . . . . . . . . . 57
Section 5.2 Business; Compliance with Applicable Law . . . . . . . . . . . . . 57
Section 5.3 Maintenance of Properties . . . . . . . . . . . . . . . . . . . . . 57
Section 5.4 Accounting Methods and Financial Records . . . . . . . . . . . . . 58
Section 5.5 Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58
Section 5.6 Payment of Taxes and Claims . . . . . . . . . . . . . . . . . . . . 58
Section 5.7 Visits and Inspections . . . . . . . . . . . . . . . . . . . . . . 58
Section 5.8 Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . 59
SECTION 5.9 INDEMNITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59
Section 5.10 Environmental Law Compliance . . . . . . . . . . . . . . . . . . . 60
Section 5.11 Further Assurances . . . . . . . . . . . . . . . . . . . . . . . . 61
Section 5.12 Management of Projects . . . . . . . . . . . . . . . . . . . . . . 62
Section 5.13 Obligations to Purchasers . . . . . . . . . . . . . . . . . . . . . 62
Section 5.14 Owners Associations . . . . . . . . . . . . . . . . . . . . . . . . 62
Section 5.15 Note Receivable Information . . . . . . . . . . . . . . . . . . . . 63
Section 5.16 Maintenance of Borrowing Base . . . . . . . . . . . . . . . . . . . 63
Section 6.1 Borrowing Base Report . . . . . . . . . . . . . . . . . . . . . . . 64
Section 6.2 Eligible Notes Receivable Report . . . . . . . . . . . . . . . . . 64
Section 6.4 Annual Financial Statements and Information; Certificate of
No Default . . . . . . . . . . . . . . . . . . . . . . . . . . . 65
Section 6.5 Compliance Certificate . . . . . . . . . . . . . . . . . . . . . . 66
Section 6.6 Copies of Other Reports and Notices . . . . . . . . . . . . . . . . 66
Section 6.7 Notice of Litigation, Default and Other Matters . . . . . . . . . . 67
Section 6.8 ERISA Reporting Requirements . . . . . . . . . . . . . . . . . . . 67

ARTICLE 7

Negative Covenants

Section 7.1 Indebtedness . . . . . . . . . . . . . . . . . . . . . . . . . . . 68
Section 7.2 Liens . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 69
Section 7.3 Investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . 69
Section 7.4 Liquidation, Merger . . . . . . . . . . . . . . . . . . . . . . . . 70
Section 7.5 Sales of Assets . . . . . . . . . . . . . . . . . . . . . . . . . . 70
Section 7.6 Acquisitions . . . . . . . . . . . . . . . . . . . . . . . . . . . 70
Section 7.7 Capital Expenditures . . . . . . . . . . . . . . . . . . . . . . . 71
Section 7.8 Restricted Payments . . . . . . . . . . . . . . . . . . . . . . . . 71

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Section 7.9 Affiliate Transactions . . . . . . . . . . . . . . . . . . . . . . 71
Section 7.10 Compliance with ERISA . . . . . . . . . . . . . . . . . . . . . . . 71
Section 7.11 Minimum Interest Coverage Ratio . . . . . . . . . . . . . . . . . . 72
Section 7.12 Minimum Tangible Net Worth . . . . . . . . . . . . . . . . . . . . 72
Section 7.13 Maximum Senior Debt to Total Capital . . . . . . . . . . . . . . . 72
Section 7.14 Maximum Total Debt to Total Capital . . . . . . . . . . . . . . . . 72
Section 7.15 Sale and Leaseback . . . . . . . . . . . . . . . . . . . . . . . . 72
Section 7.16 Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 73
Section 7.17 Fiscal Year . . . . . . . . . . . . . . . . . . . . . . . . . . . . 73
Section 7.18 Amendment of Organizational Documents . . . . . . . . . . . . . . . 73
Section 7.19 Amendments and Waivers of Subordinated Debt . . . . . . . . . . . . 73
Section 7.20 Use of Lenders' Name . . . . . . . . . . . . . . . . . . . . . . . 73
Section 7.21 Servicing and Collection Agreement . . . . . . . . . . . . . . . . 73
Section 7.22 Custodial Agreement . . . . . . . . . . . . . . . . . . . . . . . . 74
Section 7.23 Notes Receivable . . . . . . . . . . . . . . . . . . . . . . . . . 74
Section 8.1 Events of Default . . . . . . . . . . . . . . . . . . . . . . . . . 74
Section 8.2 Remedies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 77

ARTICLE 9

Changes in Circumstances

Section 9.1 LIBOR Basis Determination Inadequate . . . . . . . . . . . . . . . 78
Section 9.2 Illegality . . . . . . . . . . . . . . . . . . . . . . . . . . . . 78
Section 9.3 Increased Costs . . . . . . . . . . . . . . . . . . . . . . . . . . 79
Section 9.4 Effect On Base Rate Advances . . . . . . . . . . . . . . . . . . . 80
Section 9.5 Capital Adequacy . . . . . . . . . . . . . . . . . . . . . . . . . 80
Section 9.6 Replacement Lender . . . . . . . . . . . . . . . . . . . . . . . . 80

ARTICLE 10

Agreement Among Lenders

Section 10.1 Agreement Among Lenders . . . . . . . . . . . . . . . . . . . . . . 81
Section 10.2 Lender Credit Decision . . . . . . . . . . . . . . . . . . . . . . 84
Section 10.3 Benefits of Article . . . . . . . . . . . . . . . . . . . . . . . . 84

ARTICLE 11

Miscellaneous

Section 11.1 Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 84
Section 11.2 Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 85
Section 11.3 Waivers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 86

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Section 11.4 Calculation by the Lenders Conclusive and Binding . . . . . . . . . 86
Section 11.5 Set-Off . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 87
Section 11.6 Assignment . . . . . . . . . . . . . . . . . . . . . . . . . . . . 87
Section 11.7 Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . 89
Section 11.8 Severability . . . . . . . . . . . . . . . . . . . . . . . . . . . 89
Section 11.9 Interest and Charges . . . . . . . . . . . . . . . . . . . . . . . 89
Section 11.10 Headings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 90
Section 11.11 Amendment and Waiver . . . . . . . . . . . . . . . . . . . . . . . 90
Section 11.12 Exception to Covenants . . . . . . . . . . . . . . . . . . . . . . 90
Section 11.13 No Liability of Issuing Bank . . . . . . . . . . . . . . . . . . . 90
Section 11.14 Confidentiality . . . . . . . . . . . . . . . . . . . . . . . . . . 91
Section 11.15 No Liability of Lenders to Purchasers . . . . . . . . . . . . . . . 92
SECTION 11.16 GOVERNING LAW . . . . . . . . . . . . . . . . . . . . . . . . . . . 92
SECTION 11.17 WAIVER OF JURY TRIAL . . . . . . . . . . . . . . . . . . . . . . . 92
SECTION 11.18 ENTIRE AGREEMENT . . . . . . . . . . . . . . . . . . . . . . . . . 92

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Schedules and Exhibits

Schedule 1: LIBOR Lending Offices
Schedule 2: Existing Liens
Schedule 3: Existing Litigation and Material Liabilities
Schedule 4: Subsidiaries
Schedule 5: Existing Investments
Schedule 6: Existing Indebtedness
Schedule 7: Qualification and Good Standing
Schedule 8: Intellectual Property and Disputes Relating Thereto
Schedule 9: Labor Relations
Schedule 10: List of Specified Resorts

Exhibit A: Revolving Credit Note
Exhibit B: Swing Line Note
Exhibit C: Security Agreement
Exhibit D: Borrowing Base Report
Exhibit E: Compliance Certificate
Exhibit F: Assignment Agreement
Exhibit G: Subsidiary Guaranty
Exhibit H: Notice of Borrowing
Exhibit I: Assignment of Pledged Documents

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CREDIT AGREEMENT

THIS CREDIT AGREEMENT is dated as of February 18, 1998, among
SIGNATURE RESORTS, INC., a Maryland corporation (the "Borrower"), the Lenders
from time to time party hereto, NATIONSBANK OF TEXAS, N.A., a national banking
association, as administrative agent for the Lenders, and SOCIETE GENERALE, as
documentation agent for the Lenders.

BACKGROUND

The Lenders have been requested to provide the Borrower the funds
required to (a) refinance certain existing debt of the Borrower and its
Subsidiaries (as hereinafter defined), (b) finance acquisitions permitted
hereunder, (c) finance eligible mortgage loans, and (d) finance the ongoing
working capital and general corporate requirements of the Borrower and its
Subsidiaries. The Lenders have agreed to provide such financing, subject to
the terms and conditions set forth below.

In consideration of the mutual covenants and agreements contained
herein, and other good and valuable consideration hereby acknowledged, the
parties hereto agree as follows:

ARTICLE 1

Definitions

Section 1.1 Defined Terms. For purposes of this Agreement:

"Acquisition" means any transaction pursuant to which the Borrower or
any of its Subsidiaries, (a) whether by means of a capital contribution or
purchase or other acquisition of Capital Stock, (i) acquires more than 50% of
the Capital Stock in any Person pursuant to a solicitation by the Borrower or
such Subsidiary of tenders of Capital Stock of such Person, or through one or
more negotiated block, market, private or other transactions, or a combination
of any of the foregoing, or (ii) makes any corporation a Subsidiary of the
Borrower or such Subsidiary, or causes any corporation, other than a Subsidiary
of the Borrower or such Subsidiary, to be merged into the Borrower or such
Subsidiary (or agrees to be merged into any other corporation other than a
wholly-owned Subsidiary (excluding directors' qualifying shares) of the
Borrower or such Subsidiary), or (b) purchases all or substantially all of the
business or assets of any Person or of any operating division of any Person.

"Administrative Lender" means NationsBank of Texas, N.A., a national
banking association, as administrative agent for Lenders, or such successor
administrative agent appointed pursuant to Section 10.1(b) hereof.

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"Advance" means a Revolving Credit Advance or a Swing Line Advance and
"Advances" means Revolving Credit Advances and Swing Line Advances.

"Affiliate" means, as applied to any Person, any other Person that,
directly or indirectly, through one or more Persons, Controls or is Controlled
By or Under Common Control with, that Person.

"Agreement" means this Credit Agreement, as amended, modified,
supplemented or restated from time to time.

"Agreement Date" means the date of this Agreement.

"Applicable Environmental Laws" means applicable laws pertaining to
health or the environment, including without limitation, the Comprehensive
Environmental Response, Compensation, and Liability Act of 1980, as amended by
the Superfund Amendments and Reauthorization Act of 1986 (as amended from time
to time, "CERCLA"), the Resource Conservation and Recovery Act of 1976, as
amended by the Used Oil Recycling Act of 1980, the Solid Waste Disposal Act
amendments of 1980, and the Hazardous and Solid Waste Amendments of 1984 (as
amended from time to time, "RCRA").

"Applicable Law" means (a) in respect of any Person, all provisions of
constitutions, statutes, rules, regulations and orders of governmental bodies or
regulatory agencies applicable to such Person and its properties, including,
without limiting the foregoing, all orders and decrees of all courts and
arbitrators in proceedings or actions to which the Person in question is a
party, and (b) in respect of contracts relating to interest or finance charges
that are made or performed in the State of Texas, "Applicable Law" shall mean
the laws of the United States of America, including without limitation 12 USC
Sections 85 and 86(a), as amended from time to time, and any other statute of
the United States of America now or at any time hereafter prescribing the
maximum rates of interest on loans and extensions of credit, and the laws of the
State of Texas, including, without limitation, Art. 1H, if applicable, and if
Art. 1H is not applicable, Art. 1D and any other statute of the State of Texas
prescribing maximum rates of interest with respect to extensions of credit;
provided that the parties hereto agree that the provisions of Chapter 346 of the
Texas Finance Code, as amended, shall not apply to Advances, this Agreement, the
Notes or any other Loan Documents.

"Applicable LIBOR Rate Margin" means the following per annum
percentages, applicable in the following situations:

Applicability Percentage
------------- ----------

(a) Sum of (i) aggregate outstanding Advances and (ii) aggregate 1.375%
Reimbursement Obligations is greater than or equal to 75% of
Eligible Notes Receivable

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(b) Sum of (i) aggregate outstanding Advances and (ii) aggregate 1.125%
Reimbursement Obligations is greater than or equal to 65% but
less than 75% of Eligible Notes Receivable

(c) Sum of (i) aggregate outstanding Advances and (ii) aggregate 0.875%
Reimbursement Obligations is less than 65% of Eligible Notes
Receivable

The Applicable LIBOR Rate Margin payable by the Borrower on the LIBOR Advances
outstanding hereunder shall be subject to reduction or increase, as applicable
and as set forth in the table above, on a monthly basis, retroactively as of
the first day of each month and for such month, based upon the aggregate
outstanding Advances and Reimbursement Obligations as of the last day of the
immediately preceding month and the Eligible Notes Receivable as of the last
day of the immediately preceding month (as reflected in the Borrowing Base
Report, as of the last day of such month, to be delivered to the Lenders
pursuant to Section 6.1 hereof).

"Art. 1D" means Article 5069-1D, Title 79, Revised Civil Statutes of
Texas, 1925, as amended.

"Art. 1H" means Article 5069-1H, Title 79, Revised Civil Statutes of
Texas, 1925, as amended.

"Art. 1.04" means Article 5069-1.04, Title 79, Revised Civil Statutes
of Texas, as amended.

"Assignees" means any assignee of a Lender pursuant to an Assignment
Agreement and shall have the meaning ascribed thereto in Section 11.6 hereof.

"Assignment Agreement" has the meaning specified in Section 11.6
hereof.

"Assignment of Pledged Documents" means an Assignment of Pledged
Documents, in substantially the form of Exhibit I hereto, pursuant to which the
Borrower and each Restricted Subsidiary transfers and assigns to the
Administrative Lender (for the benefit of the Lenders), all of the right, title
and interest of the Borrower and each Restricted Subsidiary in and to each Note
Receivable and the other Pledged Documents with respect to each such Note
Receivable, free and clear of all Liens, as security for the Obligations.

"Authorized Signatory" means such senior personnel of the Borrower as
may be duly authorized and designated in writing by the Borrower to execute
documents, agreements and instruments on behalf of the Borrower, and to request
Advances and Letters of Credit hereunder.

"Average Quarterly Delinquency Rate" means the ratio (expressed as a
percentage), calculated on a monthly basis as of the last day of each month, of
(i) the aggregate outstanding

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principal balance, as of the date of calculation, of all notes receivable of
the Borrower and its Subsidiaries generated from, or attributable to, the
Specified Resorts, with respect to which notes receivable any scheduled payment
is more than sixty (60) days past due, to (ii) the aggregate outstanding
principal balance, as of the date of calculation, of all notes receivable of
the Borrower and its Subsidiaries generated from, or attributable to, the
Specified Resorts; provided, however, that notes receivable of the Borrower or
of any Subsidiary that are, at the time of such calculation, included in any
Securitization shall be excluded entirely from the foregoing calculation.

"Base Rate Advance" means any Advance bearing interest at the Base
Rate Basis.

"Base Rate Basis" means, for any day, a per annum interest rate equal
to the higher of (a) the sum of (i) 0.50% plus (ii) the Federal Funds Rate on
such day or (b) the Prime Rate on such day. The Base Rate Basis shall be
adjusted automatically without notice as of the opening of business on the
effective date of each change in the Prime Rate or the Federal Funds Rate, as
the case may be, to account for such change.

"Borrower" has the meaning specified in the introductory provision
hereof.

"Borrowing Base" means, the following amounts, during the following
periods of time and under the following circumstances:

(i) during the period of time from the Agreement Date
through, and including, the date of consummation of the first Securitization to
be consummated by the Borrower after the Agreement Date, the Borrowing Base
shall be an amount equal to 85% of the aggregate unpaid principal balance, at
the time in question, of Eligible Notes Receivable;

(ii) during the period of time from the date of
consummation of the first Securitization to be consummated by the Borrower
after the Agreement Date through, and including, the date of consummation of
the second Securitization to be consummated by the Borrower after the Agreement
Date, the Borrowing Base shall be an amount equal to the lesser of (i) 85% of
the aggregate unpaid principal balance, at the time in question, of Eligible
Notes Receivable and (ii) an amount equal to the product of (x) 100%, minus two
(2) times the Credit Enhancement Percentage with respect to such Securitization
and (y) the aggregate unpaid principal amount, at the time in question, of
Eligible Notes Receivable; and

(iii) thereafter, the Borrowing Base shall be an
amount equal to the lesser of (i) 85% of the aggregate unpaid principal
balance, at the time in question, of Eligible Notes Receivable and (ii) an
amount equal to the product of (x) 100%, minus two (2) times the maximum Credit
Enhancement Percentage with respect to the Borrower's two most recent
Securitizations and (y) the aggregate unpaid principal amount, at the time in
question, of Eligible Notes Receivable.

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This Note has been negotiated in substantial part in the State of Texas
and all questions with respect to the Note and the rights and liabilities of the
parties will be governed by the laws of Texas in all respects, including
matters of construction, validity, enforcement and performance, regardless of
the choice of law provisions of Texas or any other jurisdiction. Any and all
disputes between the parties which may arise pursuant to this Note not resolved
by then will be heard and determined before an appropriate federal or state
court located in Houston, Texas. The parties hereto acknowledge that such
courts have the jurisdiction to interpret and enforce the provisions of this
Note and the parties waive any and all objections that they may have as to
personal jurisdiction or venue in any of the above courts.

JALATE, LTD.,
a California corporation

By:
-------------------------------------
Xxxxxxxxx X. Xxxxxxx
Vice President and Chief
Financial Officer

Accepted:

/s/ XXXXXXX X. XXXXXXX
----------------------------------------
Xxxxxxx X. XxXxxxx

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"Borrowing Base Report" means a report, signed by an Authorized
Signatory, in substantially the form of Exhibit D, appropriately completed.

"Business Day" means a day on which commercial banks are open (a) for
the transaction of business in Dallas, Texas and New York, New York, and, (b)
with respect to any LIBOR Advance, for the transaction of international
business (including dealings in U.S. dollar deposits) in London, England.

"Capital Expenditures" means, for any period, expenditures made by the
Borrower and the Restricted Subsidiaries to acquire or construct fixed assets,
plant and equipment (including renewals, improvements and replacements during
such period and the aggregate amount of items leased or acquired under
Capitalized Lease Obligations at the cost of the item, but excluding capital
expenditures made with insurance proceeds to the extent used to replace or
repair damaged fixed assets, plant and equipment) computed in accordance with
GAAP, consistently applied, provided however, that the term "Capital
Expenditures" shall not include (i) Investments permitted hereunder, (ii)
Acquisitions permitted hereunder or (iii) expenditures made by the Borrower or
the Restricted Subsidiaries to acquire or construct time-share residential real
estate projects that are acquired or constructed for the purpose of creating,
maintaining or enhancing the Borrower's inventory of Time-Share Interests.

"Capital Stock" means, as to any Person, the equity interests in such
Person, including, without limitation, the shares of each class of capital
stock in any Person that is a corporation, and each class of partnership
interest (including, without limitation, general, limited and preference units)
in any Person that is a partnership.

"Capitalized Lease Obligations" means that portion of any obligation
of the Borrower or any Restricted Subsidiary as lessee under a lease which at
the time are recorded as capitalized lease obligations on the balance sheet of
the Borrower or such Restricted Subsidiary prepared in accordance with GAAP.

"Cash and Cash Equivalents" means with respect to the Borrower and
each Restricted Subsidiary (a) cash (which, after the occurrence of an Event of
Default, shall exclude any cash proceeds of Accounts), (b) securities issued or
directly and fully guaranteed or insured by the United States Government or any
agency or instrumentality thereof having maturities of not more than six months
from the date of acquisition, (c) certificates of deposit and eurodollar time
deposits with maturities of six months or less from the date of acquisition,
bankers' acceptances with maturities not exceeding six months and overnight
bank deposits, in each case with any Lender or with any domestic commercial
bank having capital and surplus in excess of $500,000,000, (d) repurchase
obligations with a term of not more than seven days for underlying securities
of the types described in clauses (b) and (c) entered into with any financial
institution meeting the qualifications specified in clause (c) above, (e)
commercial paper issued by any Lender or the parent corporation of any Lender,
and commercial paper rated A-1 or the equivalent thereof by Standard & Poor's
Ratings Group, a Division of XxXxxx-Xxxx, Inc., a New York corporation, or P-1
or the equivalent thereof by Xxxxx'x Investors Service, Inc., and

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in each case maturing within six months after the date of acquisition, and (f)
a readily redeemable "money market mutual fund" advised by a bank described in
clause (c) hereof, or an investment advisor registered under Section 203 of the
Investment Advisors Act of 1940, that has and maintains an investment policy
limiting its investments primarily to instruments of the types described in
clauses (a) through (e) hereof and having on the date of such Investment total
assets of at least One Hundred Million Dollars ($100,000,000.00).

"Change of Control" means the occurrence of any of the following
events after the Agreement Date: (a) any Person or any Persons acting together
which would constitute a "group" (a "Group") for purposes of Section 13(d) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or any
successor provision thereto, other than the Group whose nominees constituted a
majority of the board of directors of the Borrower as of the close of business
on the Agreement Date, together with any Affiliates or Related Persons thereof,
shall beneficially own (as defined in Rule 13d-3 of the Securities and Exchange
Commission under the Exchange Act or any successor provision thereto) at least
30% of the aggregate voting power of all classes of Capital Stock of the
Borrower entitled to vote generally in the election of directors of the
Borrower; (b) any Person or Group, other than any Person or Group whose
nominees constituted a majority of the board of directors of the Borrower as of
the close of business on the Agreement Date, together with any Affiliates or
Related Persons thereof, shall succeed in having sufficient of its or their
nominees elected to the Board of Directors of the Borrower, such that such
nominees, when added to any existing director remaining on the Board of
Directors of the Borrower after such election who is an Affiliate or Related
Person of such Group, shall constitute a majority of the Board of Directors of
the Borrower; or (c) any "change of control" or "change in control" or similar
term howsoever defined in any agreement governing any other Indebtedness of the
Borrower or any of its Subsidiaries.

"Code" means the Internal Revenue Code of 1986, as amended.

"Collateral" means any collateral granted at any time by any Person to
the Administrative Lender for the benefit of the Lenders to secure the
Obligations.

"Collateral Document" means any document under which Collateral is
granted and any document related thereto.

"Commitment Fee" has the meaning specified in Section 2.4(a) hereof.

"Commitment" means $100,000,000, as reduced from time to time pursuant
to Section 2.6 hereof.

"Compliance Certificate" means a certificate, signed by an Authorized
Signatory, in substantially the form of Exhibit E, appropriately completed.

"Control" or "Controlled By" or "Under Common Control" means
possession, directly or indirectly, of power to direct or cause the direction
of management or policies (whether

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14
through ownership of voting securities, by contract or otherwise); provided,
however, that in any event any Person which beneficially owns, directly or
indirectly, 10% or more (in number of votes) of the securities having ordinary
voting power for the election of directors of a corporation shall be
conclusively presumed to control such corporation.

"Controlled Group" means as of the applicable date, as to any Person
not an individual, all members of a controlled group of corporations and all
trades or businesses (whether or not incorporated) which are under common
control with such Person and which, together with such Person, are treated as a
single employer under Section 414(b), (c), (m) or (o) of the Code; provided,
however, that the Subsidiaries of the Borrower shall be deemed to be members of
the Borrower's Controlled Group.

"Credit Enhancement Percentage" means, with respect to the
Securitization in question, the highest overall credit enhancement (expressed
as a percentage) that was, or would have been, required in order to attain a
"BBB" rating (or its equivalent) by the applicable rating agency(ies) involved
on all securities issued in connection with such Securitization (assuming that
all securities that were issued in connection therewith were so rated), as such
Credit Enhancement Percentage shall be communicated to the Administrative
Lender by such rating agency(ies); provided, however, that if such Credit
Enhancement Percentage shall, for any reason whatsoever, not be communicated to
the Administrative Lender by such rating agency(ies) with respect to any such
Securitization, the Administrative Lender shall determine such Credit
Enhancement Percentage with respect to such Securitization based upon the
information available to the Administrative Lender at such time.

"Custodial Agreement" means collectively, one or more agency and
custodial agreement(s) among the Borrower, each Restricted Subsidiary that owns
any of the Notes Receivable included, from time to time, in the Borrowing Base,
the Administrative Lender and the Custodian, providing for the maintenance of
the Pledged Documents, as such agreement(s) may, from time to time, be amended,
modified, supplemented and/or restated with the written consent of the
Administrative Lender.

"Custodian" means LaSalle National Bank or such other Person(s) as may
be designated from time to time by the Administrative Lender, following notice
thereof to the Borrower, to maintain physical possession of the Pledged
Documents.

"Debtor Relief Laws" means any applicable liquidation,
conservatorship, bankruptcy, moratorium, rearrangement, insolvency,
reorganization or similar debtor relief Laws affecting the rights of creditors
generally from time to time in effect.

"Deed of Trust" means any deed of trust or mortgage executed and
delivered by a Purchaser, encumbering all the right, title and interest of each
such Purchaser in and to its purchased Time-Share Interest as security for the
Purchaser's obligations under any Note Receivable.

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15
"Default" means an Event of Default and/or any of the events specified
in Section 8.1, regardless of whether there shall have occurred any passage of
time or giving of notice that would be necessary in order to constitute such
event an Event of Default.

"Default Rate" means a simple per annum interest rate equal to (a)
with respect to Base Rate Advances the lesser of (i) the Highest Lawful Rate or
(ii) the Prime Rate plus 2.00% or (b) with respect to LIBOR Advances, the
lesser of (i) the Highest Lawful Rate or (ii) the LIBOR Basis plus 2% in excess
of the Applicable Rate Margin then in effect.

"Determining Lenders" means, on any date of determination, any
combination of the Lenders having more than 50% of the aggregate amount of the
Advances (which for purposes of the calculation shall include for each Lender
an amount equal to the product of such Lender's Specified Percentage multiplied
by the aggregate amount of Swing Line Advances outstanding) then outstanding;
provided, however, that if there are no Advances outstanding hereunder,
"Determining Lenders" shall mean any combination of Lenders whose Specified
Percentages aggregate more than 50%.

"Dividend" means, as to any Person, (a) any declaration or payment of
any dividend (other than a stock dividend) on, or the making of any
distribution on account of, any shares of Capital Stock of, or other similar
interest in, such Person and (b) any purchase, redemption, or other acquisition
or retirement for value of any shares of Capital Stock of, or similar interest
in, such Person.

"Dollar" or "$" means the lawful currency of the United States of
America.

"Domestic Subsidiary" means any Subsidiary of the Borrower other than
a Foreign Subsidiary.

"EBIT" means, for any period, determined in accordance with GAAP on a
consolidated basis for the Borrower and the Restricted Subsidiaries, the sum of
(a) Pretax Net Income (excluding therefrom, to the extent included in
determining Pretax Net Income, any items of extraordinary gain, including net
gains on the sale of assets other than asset sales in the ordinary course of
business, and adding thereto, to the extent included in determining Pretax Net
Income, any items of extraordinary loss, including net losses on the sale of
assets), plus (b) interest expense, plus (c) non-recurring charges incurred as
a result of business combinations utilizing the pooling accounting method to
the extent that such charges would be permitted to be capitalized utilizing the
purchase accounting method.

"EBITDA" means, for any period, determined in accordance with GAAP on
a consolidated basis for the Borrower and its Subsidiaries, the sum of (a) EBIT
plus (b) depreciation, amortization and other non-cash charges (to the extent
included in determining EBIT).

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16
"Eligible Notes Receivable" means at the time of any determination
thereof, the Notes Receivable of the Borrower and the Restricted Subsidiaries
(at least 85% of which the Purchasers in respect thereof are residents of the
United States, Puerto Rico, the United States Virgin Islands or Canada) which
are reasonably acceptable to the Determining Lenders in their discretion for
the purposes of determining the Borrowing Base and as to which the following
requirements have been fulfilled with respect to each Note Receivable:

(a) The Borrower or a Restricted Subsidiary has lawful and
absolute title to such Note Receivable;

(b) The interests of the Borrower or the applicable Restricted
Subsidiary(ies) in such Note Receivable and the Pledged Documents relating
thereto are subject to a first priority security interest in favor of the
Administrative Lender pursuant to the Collateral Documents, prior to the rights
of, and enforceable against, all other Persons;

(c) The Note Receivable shall not have a term of greater than
one-hundred twenty (120) months and the Note Receivable shall be payable in
equal monthly payments in amounts sufficient to repay in full the principal
balance thereof and accrued interest thereon during such term; provided,
however, that Notes Receivable having terms greater than one-hundred twenty
(120) months but not greater than one-hundred eighty (180) months may be
included as Eligible Notes Receivable to the extent that such longer term Notes
Receivable otherwise satisfy the criteria for inclusion as Eligible Notes
Receivable and the aggregate outstanding principal balance of such longer term
Notes Receivable does not, at any time, exceed fifteen percent (15%) of the
aggregate outstanding principal balance of all Eligible Note Receivable
included in the Borrowing Base;

(d) The Purchaser in respect of such Note Receivable shall have
timely made at least the first regularly scheduled installment payment due
thereon;

(e) The Purchaser in respect of such Note Receivable has made a
cash down payment of at least ten percent (10%) of the aggregate actual
purchase price of all Time-Share Interests purchased by such Purchaser, all of
the Notes Receivable with respect to such Purchaser qualify as, and are
included as, Eligible Notes Receivable and as Collateral hereunder and no part
of such cash down payment by such Purchaser has been made or loaned to the
Purchaser by the Borrower or any of its Subsidiaries or an Affiliate of the
Borrower or any of its Subsidiaries;

(f) The terms of such Note Receivable have not been restructured,
rewritten or otherwise modified in any manner that would reduce the interest
rate with respect thereto, reduce the principal amount thereof, reduce the
amount of any scheduled payment(s) with respect thereto, extend the maturity
date thereof (unless such extension was granted solely for the purpose of
upgrading the applicable Purchaser to a larger Unit and/or an additional
Time-Share Interest in the Project), release or impair any collateral securing
same, release or impair any obligations or duties of any Purchaser with respect
thereto or in any manner that would

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17
otherwise result in such Note Receivable not qualifying as an Eligible Note
Receivable hereunder;

(g) No installment of such Note Receivable is more than fifty-nine
(59) days past due;

(h) The Unit in respect of such Note Receivable has been
completed, developed, and furnished pursuant to the specifications provided in
the Purchase Documents or a certificate of occupancy or a bond insuring the
completion thereof has been posted;

(i) The Purchaser is not an Affiliate of, related to or employed
by, the Borrower or any of its Subsidiaries nor is the Purchaser in default
under any Note Receivable or other obligation of such Purchaser to the Borrower
or to any of the Borrower's Subsidiaries;

(j) The Note Receivable is free and clear of all Liens, and
subject to no claims of rescission, invalidity, unenforceability, illegality,
defense, discount, offset or counterclaim;

(k) The Purchaser in respect of such Note Receivable has no right
to rescind the purchase of the Time-Share Interest;

(l) All sales and financing documents relating to the Note
Receivable have been executed and delivered to the Administrative Lender and
have not been modified from the standard forms theretofore approved by the
Administrative Lender;

(m) The terms of such Note Receivable and all related instruments
comply with all Laws;

(n) The Note Receivable is recognized on the books of the Borrower
or the applicable Restricted Subsidiary, as applicable, as a bona fide sale of
a fee simple interest time-share estate in one or more Time-Share Interests,
and such sale is evidenced by Purchase Documents and secured by a first
priority mortgage or deed of trust on the purchased Time-Share Interest, which
mortgage or deed of trust has been assigned of record by the Borrower or the
applicable Restricted Subsidiary to the Administrative Lender;

(o) The Time-Share Interest purchased and to which the Note
Receivable relates is not subject to any Lien (other than Liens for ad valorem
taxes that are not yet due and payable, Liens for association assessments that
are not yet due and payable and Liens in favor of the Administrative Lender),
and either (i) the Unit with respect to the Time-Share Interest purchased and
to which such Note Receivable relates is not subject to any Lien (other than
Liens for ad valorem taxes that are not yet due and payable, Liens for
association assessments that are not yet due and payable and Liens in favor of
the Administrative Lender) or (ii) the Time-Share Interest purchased and to
which the Note Receivable relates has been permanently and irrevocably released
from any such Lien (including, without limitation, any after-acquired property
provisions thereof) with respect to such Unit;

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18
(p) The Deed of Trust securing the Note Receivable is insured
under a mortgagee title insurance policy in favor of the Administrative Lender
acceptable to the Administrative Lender, subject only to those exceptions to
title as the Administrative Lender approves;

(q) Payments under the Note Receivable are to be in legal tender
of the United States;

(r) The Note Receivable and the other Purchase Documents are
valid, genuine and enforceable against the Purchaser;

(s) The Purchaser in respect of the Note Receivable has not
assigned his or her obligations under such Note Receivable or rights in the
applicable Time-Share Interest, except to the extent that any such Purchaser
has assigned its interest in a Time-Share Interest to such Purchaser's former
spouse in connection with divorce proceedings between such Purchaser and such
former spouse or to a member of such Purchaser's immediate family and, in
either case, such Purchaser remains primarily liable with respect to such Note
Receivable;

(t) The payments due under such Note Receivable have been made by
the Purchaser in respect thereof and not by the Borrower or any of its
Subsidiaries or any Affiliate of the Borrower or any of its Subsidiaries on
such Purchaser's behalf;

(u) The Purchaser in respect of such Note Receivable is not
subject to any Debtor Relief Laws and is not an adverse party in any Litigation
(and has not threatened any Litigation) with the Borrower or any of its
Subsidiaries or any Lender;

(v) The Borrower or the applicable Restricted Subsidiary, as
applicable, has performed all of its obligations to the Purchasers in respect
of such Note Receivable, and there shall be no executory obligations to such
Purchaser to be performed by the Borrower or the applicable Restricted
Subsidiary; and

(w) The Project containing the Unit subject to such Note
Receivable is located in the United States of America or in such other
jurisdiction(s) as may, from time to time, be designated in writing by the
Determining Lenders.

"Equity" means shares of capital stock or partnership, profits,
capital or member interest, or options, warrants or any other right to
subscribe for or otherwise acquire capital stock or a partnership, profits,
capital or member interest, of the Borrower or any Subsidiary of the Borrower.

"ERISA" means the Employee Retirement Income Security Act of 1974, as
amended from time to time, and any regulation promulgated thereunder.

"ERISA Event" means, with respect to the Borrower and its
Subsidiaries, (a) a Reportable Event (other than a Reportable Event not subject
to the provision for 30-day notice to the PBGC pursuant to regulations issued
under Section 4043 of ERISA), (b) the withdrawal

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19
of any such Person or any member of its Controlled Group from a Plan subject to
Title IV of ERISA during a plan year in which it was a "substantial employer"
as defined in Section 4001(a)(2) of ERISA, (c) the filing of a notice of intent
to terminate under Section 4041(c) of ERISA, (d) the institution of proceedings
to terminate a Plan by the PBGC, (e) the failure to make required contributions
which could result in the imposition of a lien under Section 412 of the Code or
Section 302 of ERISA, or (f) any other event or condition which might
reasonably be expected to constitute grounds under Section 4042 of ERISA for
the termination of, or the appointment of a trustee to administer, any Plan or
the imposition of any liability under Title IV of ERISA other than PBGC
premiums due but not delinquent under Section 4007 of ERISA.

"Event of Default" means any of the events specified in Section 8.1,
provided that any requirement for notice or lapse of time has been satisfied.

"Federal Funds Rate" means, for any day, the rate per annum equal to
the weighted average of the rates on overnight Federal funds transactions with
members of the Federal Reserve System arranged by Federal funds brokers on such
day, as published by the Federal Reserve Bank of Dallas on the Business Day
next succeeding such day, provided that (a) if such day is not a Business Day,
the Federal Funds Rate for such day shall be such rate on such transactions on
the next preceding Business Day as so published on the next succeeding Business
Day, and (b) if no such rate is so published on such next succeeding Business
Day, the Federal Funds Rate for such day shall be the average of the quotations
for the day for such transactions received by the Administrative Lender from
three Federal funds brokers of recognized standing selected by it.

"Fee Letter" has the meaning specified in Section 2.4(b) hereof.

"Foreign Subsidiary" means any Subsidiary of the Borrower which is not
organized under the laws of any state of the United States of America, the
District of Columbia or the United States Virgin Islands.

"GAAP" means generally accepted accounting principles applied on a
consistent basis, set forth in the Opinions of the Accounting Principles Board
of the American Institute of Certified Public Accountants, or their successors
which are applicable in the circumstances as of the date in question. The
requirement that such principles be applied on a consistent basis shall mean
that the accounting principles applied in a current period are comparable in
all material respects to those applied in a preceding period.

"Guarantor" means each direct and indirect Restricted Domestic
Subsidiary of the Borrower and each direct and indirect Restricted Foreign
Subsidiary of the Borrower which has executed a Subsidiary Guaranty.

"Guaranty" or "Guaranteed", means (a) as applied to an obligation of
another Person, (i) a guaranty, direct or indirect, in any manner, of any part
or all of such obligation, and (ii) an

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20
agreement, direct or indirect, contingent or otherwise, the practical effect of
which is to assure in any way the payment or performance (or payment of damages
in the event of nonperformance) of any part or all of such obligation,
including, without limiting the foregoing, any reimbursement obligations with
respect to amounts which may be drawn by beneficiaries of outstanding letters
of credit and (b) an agreement, direct or indirect, contingent or otherwise, to
maintain the net worth, working capital, earnings or other financial
performance of another Person; provided, however, Guaranty does not mean (y)
the endorsement of instruments for collection or deposit in the ordinary course
of business and (z) customary indemnities given in connection with asset sales
in the ordinary course of business.

"Hedge Agreements" means any and all agreements, devices or
arrangements designed to protect at least one of the parties thereto from the
fluctuations of interest rates, exchange rates or forward rates applicable to
such party's assets, liabilities or exchange transactions, including, but not
limited to, dollar-denominated or cross-currency interest rate exchange
agreements, forward currency exchange agreements, interest rate cap, swap or
collar protection agreements, and forward rate currency or interest rate
options, as the same may be amended or modified and in effect from time to
time, and any and all cancellations, buy backs, reversals, terminations or
assignments of any of the foregoing.

"Highest Lawful Amount" means at the particular time in question the
maximum amount of interest which, under Applicable Law, the Lenders are then
permitted to charge on the Obligations at the Highest Lawful Rate.

"Highest Lawful Rate" means at the particular time in question the
maximum rate of interest which, under Applicable Law, the Lenders are then
permitted to charge on the Obligations. If the maximum rate of interest which,
under Applicable Law, the Lenders are permitted to charge on the Obligations
shall change after the date hereof, the Highest Lawful Rate shall be
automatically increased or decreased, as the case may be, from time to time as
of the effective time of each change in the Highest Lawful Rate without notice
to the Borrower. For purposes of determining the Highest Lawful Rate under the
Applicable Law of the State of Texas, the applicable rate ceiling shall be (a)
the weekly rate ceiling described in and computed in accordance with the
provisions of Art. 1H, or (b) either the quarterly ceiling or the annualized
ceiling computed pursuant to Art. 5069-ID.008, Title 79, Revised Civil Statutes
of Texas, as amended; provided, however, that at any time the weekly rate
ceiling, the quarterly ceiling or the annualized ceiling shall be less than 18%
per annum or more than 24% per annum, the provisions of Art. 5069-1D.009(a) and
(b), Title 79, Revised Civil Statutes of Texas, as amended, shall control for
purposes of such determination, as applicable.

"Indebtedness" means, with respect to any Person, without duplication,
(a) all obligations for borrowed money, (b) all obligations evidenced by bonds,
debentures, notes or similar instruments, (c) all obligations under conditional
sale or other title retention agreements relating to property or assets
purchased by such Person, (d) all obligations issued or assumed as the deferred
purchase price of property or services, (e) all obligations secured by any Lien
on any property or asset owned by such Person (other than accounts payable
arising in the ordinary

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21
course of business), whether or not the obligation secured thereby shall have
been assumed (provided that, unless such obligations shall have been assumed,
for purposes of this definition the amount of such Indebtedness at any time
shall be deemed to equal the fair market value of such property or asset at
such time), (f) the principal portion of all obligations of such Person under
any synthetic lease, tax retention operating lease, off-balance sheet loan or
similar off-balance sheet financing product where such transaction is
considered borrowed money indebtedness for tax purposes but is classified as an
Operating Lease in accordance with GAAP, (g) to the extent not otherwise
included, all Capitalized Lease Obligations of such Person, all obligations of
any general partnership, joint venture or other Person to the extent that the
Person in question is liable, whether contractually, as a matter of applicable
law or otherwise, for such obligations, all obligations in respect of letters
of credit, bankers' acceptances and similar instruments, all obligations under
Hedge Agreements, and all obligations in respect of payment, performance and
similar bonds, (h) the Net Exposure Under Securitizations, (i) an amount equal
to eight times the annual rental payment(s) under, or in connection with, any
Operating Lease entered into as part of, or in connection with, any sale and
leaseback transaction and (j) any Guaranty of such Person of any obligation of
another Person constituting obligations of a type set forth above.

"Indemnified Matters" has the meaning specified in Section 5.9(a)
hereof.

"Indemnitees" has the meaning specified in Section 5.9(a) hereof.

"Intangible Assets" means those assets which are treated as intangible
pursuant to GAAP, and in any event including, without limitation: (a)
obligations, if any, owing by Affiliates to the Borrower or to any Restricted
Subsidiary, (b) accounts, notes or mortgages receivable which are deemed by the
Borrower, any of the Restricted Subsidiaries or the Administrative Lender to be
uncollectible or which should be subject to a reserve for bad debts in
accordance with GAAP or which are subject to claims or set-offs (to the extent
of such claim or set-off); (c) leases and leasehold improvements; (d) any asset
which is intangible or lacks intrinsic and marketable value or collectibility,
including without limitation goodwill, noncompetition agreements, patents,
copyrights, trademarks, franchises or organization or research and development
costs; (e) organizational and experimental expense; and (f) unamortized debt
discount and expense.

"Interest Coverage Ratio" means the ratio of EBITDA to Interest
Expense, calculated for the four consecutive fiscal quarters ending on the date
of calculation.

"Interest Expense" means, for any period, determined in accordance
with GAAP on a consolidated basis for the Borrower and the Restricted
Subsidiaries, interest expense (including interest expense pursuant to
Capitalized Lease Obligations).

"Interest Period" means the period beginning on the day any LIBOR
Advance is made and ending one, two, three or six months thereafter (as the
Borrower shall select); provided, however, that all of the foregoing provisions
are subject to the following:

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22
(a) if any Interest Period would otherwise end on a day which is
not a Business Day, such Interest Period shall be extended to the next
succeeding Business Day, unless, with respect to a LIBOR Advance, the result of
such extension would be to extend such Interest Period into another calendar
month, in which event such Interest Period shall end on the immediately
preceding Business Day;

(b) any Interest Period with respect to a LIBOR Advance that
begins on the last Business Day of a calendar month (or on a day for which
there is no numerically corresponding day in the calendar month at the end of
such Interest Period) shall end on the last Business Day of a calendar month;
and

"Investment" means any acquisition of all or substantially all assets
of any Person, or any direct or indirect purchase or other acquisition of, or
beneficial interest in, capital stock or other securities of any other Person,
or any direct or indirect loan, advance (other than loans or advances to
employees for moving and travel expenses, drawing accounts and similar
expenditures in the ordinary course of business) or capital contribution to, or
investment in any other Person, including without limitation the purchase of
accounts receivable of any other Person.

"Issuing Bank" means NationsBank of Texas, N.A., a national banking
association, in its capacity as issuer of the Letters of Credit.

"Law" means any statute, law, ordinance, regulation, rule, order,
writ, injunction, or decree of any Tribunal.

"Lender" means each financial institution shown on the signature pages
hereof so long as such financial institution maintains a portion of the
Commitment or is owed any part of the Obligations (including the Administrative
Lender in its individual capacity), and each Assignee that hereafter becomes a
party hereto pursuant to Section 11.6 hereof, subject to the limitations set
forth therein.

"L/C Cash Collateral Account" has the meaning specified in Section
2.15(g) hereof.

"L/C Related Documents" has the meaning specified in Section 2.15(e)
hereof.

"Letter of Credit" has the meaning specified in Section 2.15(a)
hereof.

"Letter of Credit Agreement" has the meaning specified in Section
2.15(b) hereof.

"Letter of Credit Facility" has the meaning specified in Section
2.15(a) hereof.

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23
"LIBOR Advance" means an Advance which the Borrower requests to be
made as a LIBOR Advance or which is reborrowed as a LIBOR Advance, in
accordance with the provisions of Section 2.2 hereof.

"LIBOR Basis" means a simple per annum interest rate equal to the
lesser of (a) the Highest Lawful Rate, or (b) the sum of the LIBOR Rate plus
the Applicable LIBOR Rate Margin. The LIBOR Basis shall, with respect to LIBOR
Advances subject to reserve or deposit requirements, be subject to premiums for
such reserve or deposit requirements assessed by each Lender to the extent
incurred by such Lender, which are payable directly to each Lender. Once
determined, the LIBOR Basis shall remain unchanged during the applicable
Interest Period.

"LIBOR Lending Office" means, with respect to a Lender, the office
designated as its LIBOR Lending Office on Schedule 1 attached hereto, and such
other office of the Lender or any of its Affiliates hereafter designated by
notice to the Borrower and the Administrative Lender.

"LIBOR Rate" means, for any LIBOR Advance for any Interest Period
therefor, the rate per annum (rounded upwards, if necessary, to the nearest
1/100 of 1%) appearing on Telerate Page 3750 (or any successor page) as the
London interbank offered rate for deposits in Dollars at approximately 11:00
a.m. (London time) two Business Days prior to the first day of such Interest
Period for a term comparable to such Interest Period. If for any reason such
rate is not available, the term "LIBOR Rate" shall mean, for any LIBOR Advance
for any Interest Period therefor, the rate per annum (rounded upwards, if
necessary, to the nearest 1/100 of 1%) appearing on Reuters Screen LIBO Page as
the London interbank offered rate for deposits in Dollars at approximately
11:00 a.m. (London time) two Business Days prior to the first day of such
Interest Period for a term comparable to such Interest Period; provided,
however, if more than one rate is specified on Reuters Screen LIBO Page, the
applicable rate shall be the arithmetic mean of all such rates.

"Lien" means, with respect to any property, any mortgage, lien,
pledge, collateral assignment, hypothecation, charge, security interest, title
retention agreement, levy, execution, seizure, attachment, garnishment or other
similar encumbrance of any kind in respect of such property, whether or not
xxxxxx, vested or perfected.

"Litigation" means any proceeding, claim, lawsuit, arbitration, and/or
investigation by or before any Tribunal, including, without limitation,
proceedings, claims, lawsuits, and/or investigations under or pursuant to any
environmental, occupational, safety and health, antitrust, unfair competition,
securities, Tax or other Law, or under or pursuant to any contract, agreement
or other instrument.

"Loan Documents" means this Agreement, the Notes, the Security
Agreements, any other Collateral Document, the Subsidiary Guaranty, the
Administrative Lender Fee Letter, any Hedge Agreements entered into with any
Lender, the Assignments of Pledged Documents, and any other document or
agreement executed or delivered from time to time by the Borrower, any

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24
Subsidiary of the Borrower or any other Person in connection herewith or as
security for the Obligations.

"Material Adverse Effect" means any act or circumstance or event that
(a) could reasonably be expected to be material and adverse to the business,
financial condition, results of operations, or business prospects of the
Borrower and its Restricted Subsidiaries taken as a whole, or (b) in any manner
whatsoever does or could reasonably be expected to materially and adversely
affect the validity or enforceability of any Loan Document.

"Maturity Date" means February 17, 2001, or the earlier date of
termination in whole of the Commitment pursuant to Section 2.6 or 8.2 hereof.

"Multiemployer Plan" means, as to any Person, at any time, a
"multiemployer plan" within the meaning of Section 4001(a)(3) of ERISA and to
which such Person or any member of its Controlled Group is making, or is
obligated to make contributions or has made, or been obligated to make,
contributions within the past five (5) years.

"NationsBank" means NationsBank of Texas, N.A., a national banking
association, in its capacity as a Lender hereunder, but not in its capacity as
Administrative Lender hereunder.

"Necessary Authorization" means any right, franchise, license, permit,
consent, approval or authorization from, or any filing or registration with,
any Tribunal or any Person necessary or appropriate to enable the Borrower or
any Subsidiary of the Borrower to maintain and operate its business and
properties.

"Net Cash Proceeds" means, with respect to any sale, lease, transfer
or other disposition of any asset by any Person, the amount of cash received by
such Person in connection with such transaction (including cash proceeds of any
property received in consideration of any such sale, lease, transfer or other
disposition) after deducting therefrom the aggregate, without duplication, of
the following amounts to the extent properly attributable to such transaction
or to the asset that is the subject thereof: (i) reasonable brokerage
commissions, legal fees, finder's fees, financial advisory fees, accounting
fees, underwriting fees, investment banking fees and other similar commissions
and fees, in each case, to the extent paid or payable by such Person; (ii)
filing, recording or registration fees or charges or similar fees or charges
paid by such Person; (iii) taxes paid or payable by such Person or any
shareholder, partner or member of such Person to governmental taxing
authorities as a result of such sale or other disposition; and (iv) payment of
the outstanding principal amount of, premium or penalty, if any, and interest
on any Indebtedness that is secured by a Lien on the asset in question and that
is required to be repaid under the terms thereof as a result of such asset
sale.

"Net Exposure Under Securitization" means, for any date of
calculation, the sum of (i) any and all obligations and liabilities of the
Borrower or any Restricted Subsidiary under, or in connection with, any
Securitization, as of such date of calculation, to the extent that same
constitute liabilities of the Borrower or of such Restricted Subsidiary under
GAAP or would,

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25
under GAAP, constitute liabilities of the Borrower or of such Restricted
Subsidiary if such Securitization were treated as an on balance sheet
transaction and (ii) the fair market value of any and all property of the
Borrower or of any Restricted Subsidiary that is pledged or encumbered, or as
to which the interest(s) of the Borrower or any Restricted Subsidiary are
subordinated or otherwise impaired, as security for or as a credit enhancement
or otherwise in connection with, any Securitization.

"Net Income" means, with respect to any Person for any period, the net
income (loss) of such Person, after provisions for taxes and extraordinary
items, determined in accordance with GAAP.

"Net Worth" means, as of any date of calculation, for the Borrower and
the Restricted Subsidiaries, on a consolidated basis, determined in accordance
with GAAP, the consolidated total stockholders' equity of the Borrower and the
Restricted Subsidiaries.

"Note Receivable" means a promissory note executed by a Purchaser in
favor of the Borrower or a Restricted Subsidiary which has arisen out of the
sale of a Time-Share Interest to a Purchaser, which note is secured by a Deed
of Trust.

"Notes" means, collectively, the Revolving Credit Notes and the Swing
Line Note.

"Notice of Borrowing" has the meaning specified in Section 2.2(a)
hereof.

"Notice of Issuance" has the meaning specified in Section 2.15(b)
hereof.

"Obligations" means (a) all obligations of any nature (whether matured
or unmatured, fixed or contingent, including the Reimbursement Obligations) of
the Borrower or any other Obligor to any Lender or the Administrative Lender
under any of the Loan Documents as they may be amended from time to time, and
(b) all obligations of the Borrower or any other Obligor for losses, damages,
expenses or any other liabilities of any kind that any Lender may suffer by
reason of a breach by the Borrower or any other Obligor of any obligation,
covenant or undertaking with respect to any Loan Document payable by the
Borrower or any other Obligor under any Loan Document.

"Obligor" means the Borrower and each Guarantor.

"Operating Lease" means any operating lease, as defined in the
Financial Accounting Standard Board Statement of Financial Accounting Standards
No. 13, dated November, 1976 or otherwise in accordance with GAAP, of the
Borrower and/or any of the Restricted Subsidiaries.

"Participant" has the meaning specified in Section 11.6(c) hereof.

"Participation" has the meaning specified in Section 11.6(c) hereof.

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26
"Payment Date" means the last day of the Interest Period for any LIBOR
Advance.

"PBGC" means the Pension Benefit Guaranty Corporation or any entity
succeeding to any or all of its functions under ERISA.

"Permitted Liens" means, as applied to any Person:

(a) Any Lien in favor of the Lenders to secure the Obligations
hereunder;

(b) (i) Liens on real estate for ad valorem taxes not yet
delinquent, and (ii) Liens for taxes, assessments, governmental charges,
levies, homeowners' association dues or other claims that are not yet
delinquent or that are being diligently contested in good faith by appropriate
proceedings in accordance with Section 5.6 hereof and for which adequate
reserves shall have been set aside on such Person's books, but only so long as
no foreclosure, restraint, sale or similar proceedings have been commenced with
respect thereto;

(c) Liens of carriers, landlords, warehousemen, mechanics,
laborers and materialmen incurred in the ordinary course of business for sums
not yet due or being contested in good faith, if such reserve or appropriate
provision, if any, as shall be required by GAAP shall have been made therefor;

(d) Liens incurred in the ordinary course of business in
connection with worker's compensation, unemployment insurance or similar
legislation;

(e) Easements, right-of-way, restrictions and other similar
encumbrances on the use of real property which do not interfere in any material
respect with the ordinary conduct of the business of such Person;

(f) Liens in respect of judgments or awards for which appeals or
proceedings for review are being prosecuted and in respect of which a stay of
execution upon any such appeal or proceeding for review shall have been
secured, provided that (i) such Person shall have established adequate reserves
for such judgments or awards, (ii) such judgments or awards shall be fully
insured (subject to customary deductibles) and the insurer shall not have
denied coverage, or (iii) such judgments or awards shall have been bonded to
the satisfaction of the Determining Lenders;

(g) Any Liens which secure Indebtedness that is permitted by
Section 7.1 (b) hereof; provided, however, that (i) none of such Liens shall
cover or apply to any of the Collateral, (ii) the fair market value of the
property covered by any such Lien shall not, at the time of the grant or
creation of such Lien, exceed, in the case of property other than notes
receivable or accounts receivable, 200% of the principal amount of the
Indebtedness secured by such Lien and (iii) none of such Liens shall secure any
Subordinated Debt;

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27
(h) Liens arising from filing Uniform Commercial Code financing
statements for precautionary purposes relating solely to true leases of
personal property permitted by this Agreement under which the Borrower or any
of its Subsidiaries is a lessee;

(i) Any zoning or similar law or right reserved to or vested in
any Tribunal to control or regulate the use of any real property;

(j) Any Lien in favor of any Lender to secure any obligations owed
to such Lender in respect of any Hedge Agreement;

(k) Liens incurred or deposits made to secure the performance of
bids, trade contracts (other than for Indebtedness), statutory obligations,
surety and appeal bonds, performance bonds and other obligations of a like
nature incurred in the ordinary course of business; and

(l) any replacements or renewals of Liens (but no increases in the
Indebtedness secured thereby) permitted by clauses (h) and (i) hereof.

"Person" means an individual, corporation, partnership, trust or
unincorporated organization, or a government or any agency or political
subdivision thereof.

"Plan" means an employee benefit plan as defined in Section 3(3) of
ERISA (including a Multiemployer Plan) pursuant to which any employees of the
Borrower, its Subsidiaries or any member of their Controlled Group participate.

"Pledged Documents" means, collectively, the Notes Receivable, the
Deeds of Trust and the Purchase Documents.

"Pretax Net Income" means net profit (or loss) before taxes of the
Borrower and the Restricted Subsidiaries, on a consolidated basis, determined
in accordance with GAAP.

"Prime Rate" means, at any time, the prime interest rate announced or
published by the Reference Lender from time to time as its reference rate for
the determination of interest rates for loans of varying maturities in United
States dollars to United States residents of varying degrees of
creditworthiness and being quoted at such time by the Reference Lender as its
"prime rate;" it being understood that such rate may not be the lowest rate of
interest charged by the Reference Lender.

"Projects" means those time-share residential real estate projects
constructed by the Borrower or any of its Subsidiaries in which the Borrower or
any of its Subsidiaries sells Time-Share Interests and as to which any of the
Notes Receivable generated therefrom constitute Collateral hereunder.

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28
"Purchase Documents" means any purchase agreement and related sale and
escrow documents executed and delivered by a Purchaser to the Borrower or any
of its Subsidiaries with respect to the purchase of a Time-Share Interest.

"Purchaser" means a Person who purchases a Time-Share Interest in a
Project from the Borrower or any of its Subsidiaries or any other obligor in
respect of the Note Receivable executed in connection therewith.

"Quarterly Date" means the last day of each March, June, September and
December, beginning March 31, 1998.

"Reference Lender" means NationsBank; provided that if the commitments
of NationsBank hereunder shall terminate and if NationsBank shall have no
Advances and Letters of Credit outstanding hereunder, NationsBank shall cease
to be the Reference Lender, and Administrative Lender (after consultation with
Borrower) shall, with notice to Borrower and Lenders, designate another Lender
as the Reference Lender.

"Reimbursement Obligations" means, in respect of any Letter of Credit
as at any date of determination, the sum of (a) the maximum aggregate amount
which is then available to be drawn under such Letter of Credit plus (b) the
aggregate amount of all drawings under such Letter of Credit not theretofore
reimbursed by the Borrower.

"Related Person" means (a) any Affiliate of the Borrower, (b) any
individual or entity who directly or indirectly holds 10% or more of any class
of Capital Stock of the Borrower, (c) any relative of such individual by blood,
marriage or adoption not more remote than first cousin and (d) any officer or
director of the Borrower.

"Release Date" means the date on which the Notes have been paid, all
other Obligations due and owing have been paid and performed in full, and the
Commitments have been terminated.

"Reportable Event" has the meaning set forth in Section 4043(b) of
ERISA.

"Restricted Domestic Subsidiary" means each Domestic Subsidiary which
has executed a Subsidiary Guaranty and has delivered to the Lenders such board
resolutions, officer's certificates and opinions of counsel as the
Administrative Lender shall have reasonably requested.

"Restricted Foreign Subsidiary" means each Foreign Subsidiary (i)
which either has executed and delivered a Subsidiary Guaranty or with respect
to which at least 65% of whose Capital Stock has been pledged to the
Administrative Lender, for the benefit of the Lenders, pursuant to
documentation acceptable to the Administrative Lender and (ii) as to which the
Lenders have received such board resolutions, officer's certificates and
opinions of counsel as the Administrative Lender shall have reasonably
requested.

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29
"Restricted Payments" means, collectively, (i) Dividends and (ii) any
(A) payment or prepayment of principal, premium or penalty on any Subordinated
Debt of the Borrower or any Subsidiary of the Borrower or any defeasance,
redemption, purchase, repurchase or other acquisition or retirement for value,
in whole or in part, of any Subordinated Debt (including, without limitation,
the setting aside of assets or the deposit of funds therefor) and (B)
prepayment of interest on any Subordinated Debt.

"Restricted Subsidiary" means any Restricted Domestic Subsidiary or
any Restricted Foreign Subsidiary.

"Revolving Credit Advance" means an Advance made pursuant to Section
2.1(a) hereof.

"Revolving Credit Notes" means the promissory notes of the Borrower
evidencing Revolving Credit Advances, substantially in the form of Exhibit A
hereto, together with any extensions, renewals or amendments thereof or
thereto, and any substitutions therefor.

"Rights" means rights, remedies, powers and privileges.

"Security Agreement" means any Collateral Transfer of Notes and Liens
(Security Agreement), substantially in the form of Exhibit C hereto, as
amended, modified, renewed, supplemented or restated from time to time.

"Securitization" means a sale or hypothecation of Notes Receivable by
the Borrower in which the proceeds thereof are utilized to repay in full all
outstanding Advances attributable to such Notes Receivable pursuant to
documentation reasonably acceptable to the Administrative Lender.

"Securitization Subsidiary" means any subsidiary of the Borrower which
is organized for the sole purpose of facilitating a Securitization and which
performs no business and has no other assets outside of those necessary to
consummate a Securitization.

"Senior Debt" means, as of the date of any determination, the
remainder of (a) Total Debt minus (b) Subordinated Debt.

"Servicing Agent" means, collectively, the Person(s) that are
initially named as the servicer(s) under the Servicing and Collection
Agreement, or, should such Person(s) cease to act as Servicing Agent under the
Servicing and Collection Agreement, such other entity as the Borrower and each
Restricted Subsidiary that is a party to the Servicing and Collection Agreement
may appoint with the prior written consent of the Administrative Lender.

"Servicing and Collection Agreement" means, collectively, the
Servicing and Collection Agreement(s), in such form as the Administrative
Lender shall prescribe, to be made among the Borrower, each Restricted
Subsidiary that owns any of the Notes Receivable included in the

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30
Borrowing Base, the Administrative Lender and the Servicing Agent, as from time
to time modified, replaced or restated.

"Solvent" means, with respect to any Person, that the fair value of
the assets of such Person (both at fair valuation and at present fair saleable
value) is, on the date of determination, greater than the total amount of
liabilities (including contingent and unliquidated liabilities) of such Person
as of such date and that, as of such date, such Person is able to pay all
liabilities of such Person as such liabilities mature and such Person does not
have unreasonably small capital with which to carry on its business. In
computing the amount of contingent or unliquidated liabilities at any time,
such liabilities will be computed at the amount which, in light of all the
facts and circumstances existing at such time, represents the amount that can
reasonably be expected to become an actual or matured liability discounted to
present value at rates believed to be reasonable by such Person.

"Special Counsel" means the law firm of Xxxxxxx, Xxxxxxx & Xxxxxxx,
P.C., or such other legal counsel as the Administrative Lender may select.

"Specified Percentage" means, as to any Lender, the percentage
indicated beside its name on the signature pages hereof, or if applicable,
specified in its most recent Assignment Agreement.

"Specified Resorts" means, collectively, the time-share residential
real estate projects described or referred to in Schedule 10 attached hereto.

"Subordinated Debt" means, collectively, (i) the 5.75% Convertible
Subordinated Notes, issued by the Borrower as of January 15, 1997, in the
aggregate original principal amount of $138,000,000, due in 2007, (ii) the
9.75% Senior Subordinated Notes, issued by the Borrower as of August 1, 1997,
in the aggregate original principal amount of $200,000,000, due October 1, 2007
and (iii) any other Indebtedness of the Borrower or any Subsidiary of the
Borrower having maturities and terms, and which is subordinated to payment of
the Obligations in a manner, approved in writing by the Administrative Lender
and the Determining Lenders, with only such changes or amendments as are not
prohibited by Section 7.19 hereof.

"Subsidiary" of any Person means any corporation, partnership, joint
venture, trust or estate or other Person of which (or in which) more than 50%
of:

(a) the outstanding capital stock having voting power to elect a
majority of the Board of Directors of such corporation (irrespective of whether
at the time capital stock of any other class or classes of such corporation
shall or might have voting power upon the occurrence of any contingency),

(b) the interest in the capital or profits of such partnership or
joint venture,

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31
(d) the equity interest of such other Person,

is at the time directly or indirectly owned by such Person, by such Person and
one or more of its Subsidiaries or by one or more of such Person's
Subsidiaries; provided, however, that (i) no Person shall be deemed to be a
Subsidiary of the Borrower solely by virtue of the fact that certain shares of
the stock of such Person have been pledged to the Borrower and (ii) the
Securitization Subsidiary shall not be deemed to be a Subsidiary for purposes
of this Agreement.

"Subsidiary Guaranty" means a guaranty, substantially in the form of
Exhibit G hereto, executed and delivered by each Guarantor, as such
guaranty(ies) may be amended, supplemented, modified, renewed or otherwise
restated from time to time.

"Swing Line Advance" means an Advance made pursuant to Section 2.1(b)
hereof.

"Swing Line Bank" means NationsBank of Texas, N.A. and any successors
thereto appointed in accordance with Section 10.1(b) hereof.

"Swing Line Facility" has the meaning specified in Section 2.1(b)
hereof.

"Swing Line Note" means the Swing Line Note of the Borrower payable to
the order of the Swing Line Bank, substantially in the form of Exhibit B
hereto, together with any extensions, renewals or amendments thereof or
thereto, and any substitutions therefor.

"Tangible Net Worth" means the sum of the following for the Borrower
and the Restricted Subsidiaries, on a consolidated basis, determined in
accordance with GAAP, (a) Net Worth minus (b) the sum of the following (without
duplication in respect of items already deducted in arriving at Net Worth):
Intangible Assets, and any write-up in the book value of assets resulting from
revaluation thereof subsequent to December 31, 1996.

"Taxes" has the meaning specified in Section 2.14 hereof.

"Time-Share Interest" means an undivided fee simple ownership interest
as tenants in common with all other Purchasers with respect to any Unit with
respect to the exclusive right to use such Unit and the common areas for the
Project with respect to such Unit for a specified length of time, on an annual
or a biennial basis.

"Total Capital" means, as of any date of determination, the sum of (a)
Total Debt plus (b) Tangible Net Worth.

"Total Debt" means, as of any date of determination, determined for
the Borrower and the Restricted Subsidiaries on a consolidated basis, without
duplication, (i) indebtedness for borrowed money, (ii) obligations evidenced by
bonds, debentures, notes or other similar instruments, (iii) obligations to pay
the deferred purchase price of property or services other than trade payables
incurred in the ordinary course of business, (iv) obligations in respect of
letters

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32
of credit, banker's acceptances and similar instruments, (v) obligations under
Hedge Agreements, (vi) Capitalized Lease Obligations, (vii) obligations in
respect of payment, performance and similar bonds, and (viii) Net Exposure
Under Securitization.

"Tribunal" means any state, commonwealth, federal, foreign,
territorial, or other court or government body, subdivision, agency,
department, commission, board, bureau, or instrumentality of a governmental or
other regulatory or public body or authority.

"UCC" means the Uniform Commercial Code of Texas, as amended from time
to time, and the Uniform Commercial Code applicable in such other states as any
Collateral may be located.

"Unit" means a residential unit in a Project as shown on the recorded
condominium plat therefor or other evidence thereof, as required or permitted
under applicable Law.

"Unused Portion" means an amount equal to the result of (a) the
Commitment minus (b) the sum of (i) the outstanding Revolving Credit Advances
plus (ii) the outstanding Reimbursement Obligations in respect of the Letters
of Credit.

Section 1.2 Amendments and Renewals. Each definition of an
agreement in this Article 1 shall include such agreement as amended to date,
and as amended or renewed from time to time in accordance with its terms, but
only with the prior written consent of the Determining Lenders or all the
Lenders as required pursuant to Section 11.11 hereof.

Section 1.3 Construction. The terms defined in this Article 1
(except as otherwise expressly provided in this Agreement) for all purposes
shall have the meanings set forth in Section 1.1 hereof, and the singular shall
include the plural, and vice versa, unless otherwise specifically required by
the context. All accounting terms used in this Agreement which are not
otherwise defined herein shall be construed in accordance with GAAP on a
consolidated basis for the Borrower and its Subsidiaries, unless otherwise
expressly stated herein.

ARTICLE 2

Advances

Section 2.1 The Advances.

(a) Revolving Credit Advances. Each Lender severally agrees, upon
the terms and subject to the conditions of this Agreement, to make Revolving
Credit Advances to the Borrower from time to time until the Maturity Date in an
aggregate amount not to exceed its Specified Percentage of the Commitment less
its Specified Percentage of the aggregate amount of all Reimbursement
Obligations then outstanding (assuming compliance with all conditions to
drawing), for the purposes set forth in Section 5.8 hereof. Subject to Section
2.9 hereof,

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33
Revolving Credit Advances may be repaid and then reborrowed. Notwithstanding
any provision in any Loan Document to the contrary, in no event shall the
principal amount of all outstanding Revolving Credit Advances exceed the lesser
of (i) the result of (A) the Borrowing Base minus (B) the aggregate outstanding
Reimbursement Obligations and Swing Line Advances and (ii) the Commitment. Any
Revolving Credit Advance shall, at the option of the Borrower as provided in
Section 2.2 hereof (and, in the case of LIBOR Advances, subject to the
provisions of Article 9 hereof), be made as a Base Rate Advance or a LIBOR
Advance; provided that there shall not be outstanding, at any one time, more
than five LIBOR Advances.

(b) The Swing Line Loans. The Borrower may request Swing Line
Bank to make, and Swing Line Bank agrees to make, on the terms and conditions
hereinafter set forth, advances ("Swing Line Advances") to the Borrower from
time to time on any Business Day during the period from the date hereof until
the Maturity Date in an aggregate amount not to exceed at any time outstanding
the lesser of (i) the Commitment, less the sum of (A) the aggregate principal
amount of Revolving Credit Advances then outstanding plus (B) the aggregate
principal amount of all Reimbursement Obligations then outstanding, and (ii)
$10,000,000 (assuming compliance with all conditions to drawing) (the "Swing
Line Facility"). Each Swing Line Advance shall be in an amount not less than
$100,000 and in multiples thereof. Each Swing Line Advance shall be a Base
Rate Advance. Within the limits of the Swing Line Facility, Swing Line
Advances may be repaid and then reborrowed.

Section 2.2 Manner of Borrowing and Disbursement.

(a) In the case of Base Rate Advances, the Borrower, through an
Authorized Signatory, shall give the Administrative Lender prior to 11:00 a.m.,
Dallas, Texas time, on the date of any proposed Base Rate Advance irrevocable
written notice, or irrevocable telephonic notice followed immediately by
written notice, in substantially the form of Exhibit H hereto (a "Notice of
Borrowing") (provided, however, that the Borrower's failure to confirm any
telephonic notice in writing shall not invalidate any notice so given), of its
intention to borrow a Base Rate Advance hereunder. Such notice of borrowing
shall specify the requested funding date, which shall be a Business Day, and
the amount of the proposed aggregate Base Rate Advances to be made by Lenders.

(b) In the case of LIBOR Advances, the Borrower, through an
Authorized Signatory, shall give the Administrative Lender at least three
Business Days' irrevocable written notice, or irrevocable telephonic notice
followed immediately by written notice (provided, however, that the Borrower's
failure to confirm any telephonic notice in writing shall not invalidate any
notice so given) pursuant to a Notice of Borrowing, of its intention to borrow
a LIBOR Advance hereunder. Notice shall be given to the Administrative Lender
prior to 11:00 a.m., Dallas, Texas time, in order for such Business Day to
count toward the minimum number of Business Days required. LIBOR Advances
shall in all cases be subject to Article 9 hereof. For LIBOR Advances, the
notice of borrowing shall specify the requested funding date, which shall be a
Business Day, the amount of the proposed aggregate LIBOR Advances to be made by
Lenders and the Interest Period selected by the Borrower, provided that no such
Interest Period shall

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34
extend past the Maturity Date, or prohibit or impair the Borrower's ability to
comply with Section 2.5 or 2.8 hereof.

(c) In the case of Swing Line Advances, the Borrower, through an
Authorized Signatory, shall give the Swing Line Bank and the Administrative
Lender prior to 12:00 noon, Dallas, Texas time, on the date of any proposed
Swing Line Advance irrevocable written notice or irrevocable telephonic notice
followed immediately by written notice (provided, however, that the Borrower's
failure to confirm any telephonic notice in writing shall not invalidate any
notice so given), of its intention to borrow or reborrow a Swing Line Advance.
Such notice of borrowing shall specify the requested funding date, which shall
be a Business Day, and the amount of the proposed Swing Line Advance.

(d) Subject to Sections 2.1 and 2.9 hereof, the Borrower shall
have the option (i) to convert at any time all or any part (subject to the
requirements contained herein as to the minimum amounts of LIBOR Advances) of
the outstanding Base Rate Advances to LIBOR Advances and all or any part of the
outstanding LIBOR Advances to Base Rate Advances or (ii) upon expiration of any
Interest Period applicable to a LIBOR Advance, to continue all or any portion
of such LIBOR Advance equal to $5,000,000 and integral multiples of $1,000,000
in excess of that amount as a LIBOR Advance and the succeeding Interest
Period(s) of such continued LIBOR Advance shall commence on the last day of the
Interest Period of the LIBOR Advance to be continued; provided, however, (A)
LIBOR Advances may only be converted into Base Rate Advances on the expiration
date of the Interest Period applicable thereto and (B) notwithstanding anything
in this Agreement to the contrary, no outstanding Advance may be continued as,
or converted into, a LIBOR Advance when any Default or Event of Default has
occurred and is continuing. At least two Business Days prior to a proposed
conversion/continuation date, the Borrower, through an Authorized Signatory,
shall give the Administrative Lender irrevocable written notice, or irrevocable
telephonic notice followed immediately by written notice (provided, however,
that the Borrower's failure to confirm any telephonic notice in writing shall
not invalidate any notice so given), stating (i) the proposed
conversion/continuation date (which shall be a Business Day), (ii) the amount
of the Advance to be converted/continued, (iii) in the case of a conversion to,
or a continuation of, a LIBOR Advance, the requested Interest Period, and (iv)
in the case of a conversion of a Base Rate Advance to a LIBOR Advance or
continuation of a LIBOR Advance, stating that no Default or Event of Default
has occurred and is continuing. If the Borrower shall fail to give any notice
in accordance with this Section 2.2(d), the Borrower shall be deemed
irrevocably to have requested that such LIBOR Advance be converted to a Base
Rate Advance in the same principal amount. Notice shall be given to the
Administrative Lender prior to 11:00 a.m., Dallas, Texas time, in order for
such Business Day to count toward the minimum number of Business Days required.

(e) The aggregate amount of Base Rate Advances to be made by the
Lenders on any day shall be in a principal amount which is at least $2,000,000
and which is an integral multiple of $500,000; provided, however, that such
amount may equal the unused amount of the applicable Commitment. The aggregate
amount of LIBOR Advances having the same Interest

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35
Period and to be made by the Lenders on any day shall be in a principal amount
which is at least $5,000,000 and which is an integral multiple of $1,000,000.

(f) The Administrative Lender shall promptly notify the Lenders of
each notice (other than with respect to a Swing Line Advance) received from the
Borrower pursuant to this Section. Each Lender shall, not later than 2:00
p.m., Dallas, Texas time, on the date of any Advance, deliver to the
Administrative Lender, at its address set forth herein, such Lender's Specified
Percentage of such Advance in immediately available funds in accordance with
the Administrative Lender's instructions. Prior to 3:00 p.m., Dallas, Texas
time, on the date of any Advance hereunder, the Administrative Lender shall,
subject to satisfaction of the conditions set forth in Article 3, disburse the
amounts made available to the Administrative Lender by the Lenders by (i)
transferring such amounts by wire transfer pursuant to the Borrower's
instructions, or (ii) in the absence of such instructions, crediting such
amounts to the account of the Borrower maintained with the Administrative
Lender. All Advances shall be made by each Lender according to its Specified
Percentage.

(g) The Swing Line Bank shall, not later than 1:30 p.m., Dallas,
Texas time, on the date of any Swing Line Advance, deliver to the
Administrative Lender at its address set forth herein, the amount of such Swing
Line Advance in immediately available funds in accordance with the
Administrative Lender's instructions. Prior to 2:00 p.m., Dallas, Texas time,
on the date of any Swing Line Advance, the Administrative Lender shall, subject
to the conditions set forth in Article 3, disburse the amount made available to
the Administrative Lender by the Swing Line Bank by (i) transferring such
amounts by wire transfer pursuant to the Borrower's instruction or (ii) in the
absence of such instructions, crediting such amounts to the account of the
Borrower maintained with the Administrative Lender. Forthwith upon demand by
the Swing Line Bank and in any event upon the making of the request or the
granting of the consent specified by Section 8.2 to authorize the
Administrative Lender to declare the Advances due and payable pursuant to the
provisions of Section 8.2, each Lender, including the Swing Line Bank,
notwithstanding the failure of the Borrower at such time to satisfy each
condition specified in Article 3, shall make by 12:00 noon (Dallas, Texas time)
on the first Business Day following receipt by such Lender of notice from the
Swing Line Bank, a Revolving Credit Advance which is a Base Rate Advance in an
amount equal to the product of (i) the Specified Percentage of such lender
times (ii) the aggregate outstanding principal amount of the Swing Line
Advances. The proceeds of such Revolving Credit Advances shall be applied by
the Administrative Lender to repay the outstanding Swing Line Advances.

Section 2.3 Interest.

(a) On Base Rate Advances.

(i) The Borrower shall pay interest on the outstanding
unpaid principal amount of the Base Rate Advances outstanding from
time to time, until such Base Rate Advances are due (whether at
maturity, by reason of acceleration, by scheduled reduction, or
otherwise) and repaid at a simple interest rate per annum equal to the
Base Rate Basis

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for the Base Rate Advances as in effect from time to time. If at any
time the Base Rate Basis would exceed the Highest Lawful Rate,
interest payable on the Base Rate Advances shall be limited to the
Highest Lawful Rate, but the Base Rate Basis shall not thereafter be
reduced below the Highest Lawful Rate until the total amount of
interest accrued on the Base Rate Advances equals the amount of
interest that would have accrued if the Base Rate Basis had been in
effect at all times.

(ii) Interest on the Base Rate Advances shall be computed
on the basis of a year of 365 or 366 days, as appropriate, for the
actual number of days elapsed, and shall be payable in arrears on each
Quarterly Date and on the Maturity Date.

(b) On LIBOR Advances.

(i) The Borrower shall pay interest on the unpaid
principal amount of each LIBOR Advance, from the date such Advance is
made until it is due (whether at maturity, by reason of acceleration,
by scheduled reduction, or otherwise) and repaid, at a rate per annum
equal to the LIBOR Basis for such LIBOR Advance. The Administrative
Lender, whose determination shall be controlling in the absence of
manifest error, shall determine the LIBOR Basis on the second Business
Day prior to the applicable funding date and shall notify the Borrower
and the Lenders of such LIBOR Basis.

(ii) Subject to Section 11.9 hereof, interest on each
LIBOR Advance shall be computed on the basis of a 360-day year for the
actual number of days elapsed, and shall be payable in arrears on the
applicable Payment Date and on the Maturity Date; provided, however,
that if the Interest Period for such LIBOR Advance exceeds three
months, interest shall also be due and payable in arrears on each
three-month anniversary of the commencement of such Interest Period
during such Interest Period.

(i) The Borrower shall pay interest on the outstanding
principal amount of each Swing Line Advance, from the date each Swing
Line Advance is made until it is due (whether at maturity, by
acceleration or otherwise) or repaid, at a rate per annum equal to the
Base Rate Basis in effect from time to time. If at any time the Base
Rate Basis would exceed the Highest Lawful Rate, interest payable on
the Swing Line Advances shall be limited to the Highest Lawful Rate,
but the Base Rate Basis shall not thereafter be reduced below the
Highest Lawful Rate until the total amount of interest accrued on the
Swing Line Advances equals the amount of interest that would have
accrued if the Base Rate Basis had been in effect at all times.

(ii) Interest on each Swing Line Advance shall be computed
on the basis of a year of 365 or 366 days, as applicable, for the
number of days elapsed, and shall be payable quarterly in arrears on
each Quarterly Date and on the Maturity Date.

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(d) Interest After an Event of Default. (i) After an Event of
Default (other than an Event of Default specified in Section 8.1(f) or (g)
hereof) and during any continuance thereof, at the option of Determining
Lenders and provided that the Administrative Lender has given notice to the
Borrower of the decision to charge interest at the Default Rate, and (ii) after
an Event of Default specified in Section 8.1(f) or (g) hereof and during any
continuance thereof, automatically and without any action or notice by the
Administrative Lender or any Lender, the Obligations shall bear interest at a
rate per annum equal to the Default Rate. Such interest shall be payable on
the earlier of demand or the Maturity Date, and shall accrue until the earlier
of (i) waiver or cure (to the satisfaction of the Determining Lenders) of the
applicable Event of Default, (ii) agreement by the Lenders to rescind the
charging of interest at the Default Rate, or (iii) payment in full of the
Obligations. The Lenders shall not be required to accelerate the maturity of
the Advances, to exercise any other rights or remedies under the Loan
Documents, or to give notice to the Borrower of the decision to charge interest
at the Default Rate.

Section 2.4 Fees.

(a) Commitment Fee. Subject to Section 11.9 hereof, the Borrower
agrees to pay to the Administrative Lender, for the ratable account of the
Lenders, a commitment fee (the "Commitment Fee") on the daily average Unused
Portion during the period commencing on the Agreement Date and ending on the
Maturity Date, at the following per annum percentages, applicable in the
following situations:

Applicability Percentage
------------- ----------

(a) Sum of (i) aggregate outstanding Advances and (ii) aggregate 0.375%
Reimbursement Obligations is greater than or equal to 75% of
Eligible Notes Receivable

(b) Sum of (i) aggregate outstanding Advances and (ii) aggregate 0.250%
Reimbursement Obligations is less than 75% of Eligible Notes
Receivable

The Commitment Fee shall be subject to reduction or increase, as applicable and
as set forth in the table above, on a monthly basis, retroactively as of the
first day of each month and for such month, based upon the aggregate
outstanding Advances and Reimbursement Obligations as of the last day of the
immediately preceding month and the Eligible Notes Receivable as of the last
day of the immediately preceding month (as reflected in the Borrowing Base
Report, as of the last day of such month, to be delivered to the Lenders
pursuant to Section 6.1 hereof). The fee shall be (i) payable in arrears on
each Quarterly Date and on the Maturity Date, (ii) fully earned when due and,
subject to Section 11.9 hereof, nonrefundable when paid and (iii) subject to
Section 11.9 hereof, computed on the basis of a year of 365 or 366 days, as
appropriate, for the actual number of days elapsed.

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(b) Other Fees. Subject to Section 11.9 hereof, the Borrower
agrees to pay to the Administrative Lender, for the account of the
Administrative Lender, the fees on the dates and in the amounts specified in
the letter agreement (the "Fee Letter"), dated as of the Agreement Date,
between the Borrower and the Administrative Lender.

Section 2.5 Prepayments.

(a) Voluntary LIBOR Advance Prepayments. Upon three Business
Days' prior telephonic notice (to be promptly followed by written notice) by an
Authorized Signatory to the Administrative Lender, LIBOR Advances may be
voluntarily prepaid but only so long as the Borrower concurrently reimburses
the Lenders in accordance with Section 2.9 hereof. Any notice of prepayment
shall be irrevocable.

(b) Mandatory Prepayment. On or before the date of any reduction
of the Commitment, the Borrower shall prepay applicable outstanding Advances in
an amount necessary to reduce the sum of outstanding Advances and Reimbursement
Obligations to an amount less than or equal to the Commitment as so reduced.
On any date that the aggregate principal amount of outstanding Advances and
Reimbursement Obligations exceed the Borrowing Base, the Borrower shall
immediately prepay Advances in an amount equal to such excess amount and all
interest attributable to such excess amount. To the extent required by the
immediately preceding two sentences, the Borrower shall first prepay all Base
Rate Advances and shall thereafter prepay LIBOR Advances. To the extent that
any prepayment requires that a LIBOR Advance be repaid on a date other than the
last day of its Interest Period, the Borrower shall reimburse each Lender in
accordance with Section 2.9 hereof. To the extent that outstanding Advances
exceed the Commitment after any reduction thereof, the Borrower shall repay any
such excess amount and all accrued interest attributable to such excess
Advances on the date of such reduction.

(c) Payments, Generally. Any prepayment of any LIBOR Advance
shall be accompanied by interest accrued on the principal amount being prepaid.
Any voluntary partial payment of a Base Rate Advance shall be in a principal
amount which is at least $2,000,000 and which is an integral multiple of
$500,000 (unless constituting a payment of all outstanding Base Rate Advances).
Any voluntary partial payment of a LIBOR Advance shall be in a principal amount
which is at least $5,000,000 and which is an integral multiple of $1,000,000
(unless constituting a payment of all outstanding LIBOR Advances), and to the
extent that any prepayment of a LIBOR Advance is made on a date other than the
last day of its Interest Period, the Borrower shall reimburse each Lender in
accordance with Section 2.9 hereof. Any voluntary partial payment of a Swing
Line Advance shall be in a principal amount which is at least $100,000 or an
integral multiple thereof.

Section 2.6 Reduction of Commitment.

(a) Voluntary Reduction. The Borrower shall have the right, upon
not less than ten Business Days' notice by an Authorized Signatory to the
Administrative Lender (if telephonic,

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39
to be confirmed by telex or in writing on or before the date of reduction or
termination), which shall promptly notify the Lenders, to terminate or reduce
the Commitment, in whole or in part, without premium or penalty except as
provided in the next sentence. Each partial termination shall be in an
aggregate amount which is at least $5,000,000 and which is an integral multiple
of $1,000,000, and no voluntary reduction of the Commitment shall cause any
LIBOR Advance to be repaid prior to the last day of its Interest Period unless
the Borrower shall reimburse each Lender in accordance with Section 2.9 hereof.

(b) Mandatory Reduction. The Commitment shall be automatically
reduced to zero on the Maturity Date.

(c) General Requirements. Upon any reduction of the Commitment
pursuant to this Section, the Borrower shall immediately make a repayment of
applicable Advances in accordance with Section 2.5(b) hereof. The Borrower
shall reimburse each Lender in connection with any such payment in accordance
with Section 2.9 hereof to the extent applicable. The Borrower shall not have
any right to rescind any termination or reduction. Once reduced, the
Commitment may not be increased or reinstated.

Section 2.7 Non-Receipt of Funds by the Administrative Lender.
Unless the Administrative Lender shall have been notified by a Lender no later
than the date that such Lender receives notice of a proposed Revolving Credit
Advance from the Administrative Lender pursuant to Section 2.2(e) hereof that
such Lender does not intend to make the proceeds of such Revolving Credit
Advance available to the Administrative Lender, the Administrative Lender may
assume that such Lender has made such proceeds available to the Administrative
Lender on such date, and the Administrative Lender may in reliance upon such
assumption (but shall not be required to) make available to the Borrower a
corresponding amount. If such corresponding amount is not in fact made
available to the Administrative Lender by such Lender, the Administrative
Lender shall be entitled to recover such amount on demand from such Lender (or,
if such Lender fails to pay such amount forthwith upon such demand, from the
Borrower) together with interest thereon in respect of each day during the
period commencing on the date such amount was available to the Borrower and
ending on (but excluding) the date the Administrative Lender receives such
amount from (a) the Lender, at a per annum rate equal to the lesser of (i) the
Highest Lawful Rate or (ii) the Federal Funds Rate or (b) the Borrower, at the
per annum rate applicable at the time to such Revolving Credit Advance.
Notwithstanding Section 10.1(f), no Lender shall be liable for any other
Lender's failure to fund a Revolving Credit Advance hereunder.

Section 2.8 Payment of Principal of Advances. To the extent not
otherwise required to be paid earlier as provided herein, the principal amount
of the Advances, all accrued interest and fees thereon, and all other
Obligations related thereto, shall be due and payable in full on the Maturity
Date.

Section 2.9 Reimbursement. Whenever any Lender shall sustain or
incur (other than through a default by that Lender) any losses (inclusive of
any such losses attributable to

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40
change(s) in the LIBOR Rate during the applicable period(s), but exclusive of
any losses of any other anticipated profits on the part of such Lender) or
reasonable out-of-pocket expenses actually incurred in connection with (a)
failure by the Borrower to borrow (including any failure to continue or convert
into) any LIBOR Advance after having given notice of its intention to borrow
(or to continue or convert) in accordance with Section 2.2 hereof (whether by
reason of the Borrower's election not to proceed or the non-fulfillment of any
of the conditions set forth in Article 3 hereof) or (b) any prepayment for any
reason of any LIBOR Advance in whole or in part (including a prepayment
pursuant to Section 9.3(b) hereof) on other than the last day of an Interest
Period applicable to such LIBOR Advance, the Borrower agrees to pay to any such
Lender, within 30 days after demand by such Lender, an amount sufficient to
compensate such Lender for all such losses (inclusive of any such losses
attributable to change(s) in the LIBOR Rate during the applicable period(s),
but exclusive of any losses of any other anticipated profits on the part of
such Lender) and out-of-pocket expenses, subject to Section 11.9 hereof. Such
losses shall include, without limiting the generality of the foregoing,
reasonable expenses incurred by such Lender in connection with the
re-employment of funds prepaid, repaid, converted or not borrowed, converted or
paid, as the case may be. A certificate as to any amounts payable to any
Lender under this Section 2.9 submitted to the Borrower by such Lender shall
certify that such amounts were actually incurred by such Lender and shall show
in reasonable detail an accounting of the amount payable and the calculations
used to determine in good faith such amount and shall be conclusive absent
manifest or demonstrable error. Nothing in this Section 2.9 shall provide the
Borrower or any Subsidiary of the Borrower the right to inspect the records,
files or books of any Lender.

Section 2.10 Manner of Payment.

(a) Each payment (including prepayments) by the Borrower of the
principal of or interest on the Advances, fees, and any other amount owed under
this Agreement or any other Loan Document shall be made not later than 12:00
noon (Dallas, Texas time) on the date specified for payment under this
Agreement to the Administrative Lender at the Administrative Lender's office,
in lawful money of the United States of America constituting immediately
available funds.

(b) If any payment under this Agreement or any other Loan Document
shall be specified to be made upon a day which is not a Business Day, it shall
be made on the next succeeding day which is a Business Day, unless, with
respect to a payment due in respect of a LIBOR Advance, such Business Day falls
in another calendar month, in which case payment shall be made on the preceding
Business Day. Any extension of time shall in such case be included in
computing interest and fees, if any, in connection with such payment.

(c) Without waiving any other rights or recourse that the Borrower
may otherwise have against any Lender for such Lender's breach of its
obligations hereunder, the Borrower agrees to pay principal, interest, fees and
all other amounts due under the Loan Documents without deduction for set-off or
counterclaim or any deduction whatsoever.

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41
(d) If some but less than all amounts due from the Borrower are
received by the Administrative Lender, the Administrative Lender shall apply
such amounts in the following order of priority: (i) to the payment of the
Administrative Lender's reasonable expenses incurred on behalf of the Lenders
then due and payable, if any; (ii) to the payment of all other fees then due
and payable; (iii) to the payment of interest then due and payable on the
Advances; (iv) to the payment of all other amounts not otherwise referred to in
this clause (d) then due and payable under the Loan Documents; and (v) to the
payment of principal then due and payable on the Advances.

(e) Each payment by the Borrower in respect of obligations
relating to the Revolving Credit Advances and the Letters of Credit (whether
for principal, interest, fees or otherwise) shall be made to the Administrative
Lender for the account of the Lenders pro rata in accordance with their
respective Specified Percentages. Each payment by the Borrower in respect of
obligations relating to Swing Line Advances (whether for principal, interest,
fees or otherwise) shall be made to the Administrative Lender for the account
of the Swing Line Bank.

Section 2.11 LIBOR Lending Offices. Each Lender's initial LIBOR
Lending Office is set forth opposite its name in Schedule 1 attached hereto.
Each Lender shall have the right at any time and from time to time to designate
a different office of itself or of any Affiliate of such Lender as such
Lender's LIBOR Lending Office, and to transfer any outstanding LIBOR Advance to
such LIBOR Lending Office. No such designation or transfer shall result in any
liability on the part of the Borrower for increased costs or expenses resulting
solely from such designation or transfer (except any such transfer which is
made by a Lender pursuant to Section 9.2 or 9.3 hereof, or otherwise for the
purpose of complying with Applicable Law, to the extent that Applicable Law, or
any relevant construction or interpretation thereof, changes after the
Agreement Date). Increased costs for expenses resulting from a change in law
occurring subsequent to any such designation or transfer shall be deemed not to
result solely from such designation or transfer.

Section 2.12 Sharing of Payments. Any Lender obtaining a payment
(whether voluntary or involuntary, due to the exercise of any right of set-off,
or otherwise) on account of its Advances or its participation in the Letters of
Credit (other than pursuant to Sections 2.4(b), 2.14, 2.15(d), 9.3 or 9.5 or in
respect of Swing Line Advances) in excess of its Specified Percentage of all
payments made by the Borrower with respect to Advances and the Letters of
Credit shall purchase from each other Lender such participation in the Advances
made by such other Lender or its participation in the Letters of Credit as
shall be necessary to cause such purchasing Lender to share the excess payment
pro rata according to Specified Percentages with each other Lender; provided,
however, that if all or any portion of such excess payment is thereafter
recovered from such purchasing Lender, the purchase shall be rescinded and the
purchase price restored to the extent of such recovery, but without interest.
The Borrower agrees that any Lender so purchasing a participation from another
Lender pursuant to this Section, to the fullest extent permitted by law, may
exercise all its rights of payment (including the right of set-off) with
respect to such participation as fully as if such Lender were the direct
creditor of the Borrower in the amount of such participation.

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42
Section 2.13 Calculation of LIBOR Rate. The provisions of this
Agreement relating to calculation of the LIBOR Rate are included only for the
purpose of determining the rate of interest or other amounts to be paid
hereunder that are based upon such rate, it being understood that each Lender
shall be entitled to fund and maintain its funding of all or any part of a
LIBOR Advance as it sees fit.

Section 2.14 Taxes.

(a) Any and all payments by the Borrower hereunder shall be made,
in accordance with Section 2.10, free and clear of and without deduction for
any and all present or future taxes, levies, imposts, deductions, charges and
withholdings, and all liabilities with respect thereto, excluding, in the case
of each Lender and the Administrative Lender, (i) taxes imposed on, based upon
or measured by its overall net income, net worth or capital, and franchise
taxes, doing business taxes or minimum taxes imposed on it, (A) by the
jurisdiction under the laws of which such Lender or the Administrative Lender
(as the case may be) is organized or in which it has its applicable lending
office or any political subdivision thereof; or (B) by any other jurisdiction,
or any political subdivision thereof, other than those imposed solely by reason
of (1) an asserted relation of such jurisdiction to the transactions
contemplated by this Agreement, (2) the activities of the Borrower in such
jurisdiction or (3) the activities in connection with the transactions
contemplated by this Agreement of a Lender or the Administrative Lender; (ii)
taxes imposed by reason of failure by the Lender or the Administrative Lender
to comply with the requirements of paragraph (e) of this Section 2.14; and
(iii) in the case of any Lender, any Taxes in the nature of transfer, stamp,
recording or documentary taxes resulting from a transfer (other than as a
result of foreclosure) by such Lender of all or any portion of its interest in
this Agreement, the Notes or any other Loan Documents; (all such non-excluded
taxes, levies, imposts, deductions, charges, withholdings and liabilities being
hereinafter referred to as "Taxes"). If the Borrower shall be required by Law
to deduct or withhold any Taxes from or in respect of any sum payable hereunder
to any Lender or the Administrative Lender, (x) the sum payable shall be
increased as may be necessary so that after making all required deductions for
Taxes (including deductions applicable to additional sums payable under this
Section 2.14) such Lender or the Administrative Lender (as the case may be)
receives an amount equal to the sum it would have received had no such
deductions been made, (y) the Borrower shall make such deductions and (z) the
Borrower shall pay the full amount of Taxes deducted to the relevant taxation
authority or other authority in accordance with Applicable Law.

(b) In addition, the Borrower agrees to pay any and all stamp and
documentary taxes and any and all other excise and property taxes, charges and
similar levies (other than Taxes described in clause (iii) of the first
sentence of Section 2.14(a)) that arise from any payment made hereunder or from
the execution, delivery or registration of, or otherwise with respect to, this
Agreement or any other Loan Document (hereinafter referred to as "Other
Taxes").

(c) The Borrower will indemnify each Lender and the Administrative
Lender for the full amount of Taxes and Other Taxes (including, without
limitation, any Taxes or Other Taxes imposed by any jurisdiction on amounts
payable under this Section 2.14) paid by such Lender

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43
or the Administrative Lender (as the case may be) and all liabilities
(including penalties, additions to tax, interest and reasonable expenses)
arising therefrom or with respect thereto whether or not such Taxes or Other
Taxes were correctly or legally asserted, other than penalties, additions to
tax, interest and expenses arising as a result of gross negligence or wilful
misconduct on the part of such Lender or the Administrative Lender, provided,
however, that the Borrower shall have no obligation to indemnify such Lender or
the Administrative Lender unless and until such Lender or the Administrative
Lender shall have delivered to the Borrower a certificate certifying that such
Taxes or Other Taxes (and/or penalties, additions to tax, interest and
reasonable expenses) were actually incurred by such Lender or the
Administrative Lender and showing in reasonable detail an accounting of the
amount payable and the calculations used to determine in good faith such
amount, which certificate shall be conclusive absent manifest or demonstrable
error. Nothing in this Section 2.14 shall provide the Borrower or any
Subsidiary of the Borrower the right to inspect the records, files or books of
any Lender or the Administrative Lender. This indemnification shall be made
within 30 days from the date such Lender or the Administrative Lender (as the
case may be) makes written demand therefor.

(d) As soon as practicable after the date of any payment of Taxes,
the Borrower will furnish to the Administrative Lender the original or a
certified copy of a receipt evidencing payment thereof. For purposes of this
Section 2.14 the terms "United States" and "United States Person" shall have
the meanings set forth in Section 7701 of the Code.

(e) Each Lender which is not a United States Person hereby agrees
that:

(i) it shall, no later than the Agreement Date (or, in
the case of a Lender which becomes a party hereto pursuant to Section
11.6after the Agreement Date, the date upon which such Lender becomes
a party hereto) and at such times as necessary in the reasonable
determination of the Borrower, deliver to the Borrower through the
Administrative Lender, with a copy to the Administrative Lender:

(A) if any lending office is located in the United States
of America, two (2) accurate and complete signed
originals of Internal Revenue Service Form 4224 or
any successor thereto ("Form 4224"),

(B) if any lending office is located outside the United
States of America, two (2) accurate and complete
signed originals of Internal Revenue Service Form
1001 or any successor thereto ("Form 1001"),

in each case indicating that such Lender is on the date of delivery
thereof entitled to receive payments of principal, interest and fees
for the account of such lending office or lending offices under this
Agreement free from withholding of United States Federal income tax;

(ii) if at any time such Lender changes its lending office
or lending offices or selects an additional lending office it shall,
at the same time or reasonably promptly

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44
thereafter but only to the extent the forms previously delivered by it
hereunder are no longer effective, deliver to the Borrower through the
Administrative Lender, with a copy to the Administrative Lender, in
replacement for the forms previously delivered by it hereunder:

(A) if such changed or additional lending office is
located in the United States of America, two (2)
accurate and complete signed originals of Form 4224;
or

(B) otherwise, two (2) accurate and complete signed
originals of Form 1001,

in each case indicating that such Lender is on the date of delivery
thereof entitled to receive payments of principal, interest and fees
for the account of such changed or additional lending office under
this Agreement free from withholding of United States Federal income
tax;

(iii) it shall, before or promptly after the occurrence of
any event (including the passing of time but excluding any event
mentioned in clause (ii) above) requiring a change in the most recent
Form 4224 or Form 1001 previously delivered by such Lender and if the
delivery of the same be lawful, deliver to the Borrower through the
Administrative Lender with a copy to the Administrative Lender, two
(2) accurate and complete original signed copies of Form 4224 or Form
1001 in replacement for the forms previously delivered by such Lender;

(iv) it shall, promptly upon the request of the Borrower
to that effect, deliver to the Borrower such other forms or similar
documentation as may be required from time to time by any applicable
law, treaty, rule or regulation in order to establish such Lender's
tax status for withholding purposes; and

(v) it shall notify the Borrower after any event
(including an amendment to, or a change in any applicable law or
regulation or in the written interpretation thereof by any regulatory
authority or any judicial authority, or by ruling applicable to such
Lender of any governmental authority charged with the interpretation
or administration of any law) shall occur that results in such Lender
no longer being capable of receiving payments under this Agreement
without any deduction or withholding of United States federal income
tax.

(f) Without prejudice to the survival of any other agreement of
the Borrower hereunder, the agreements and obligations of the Borrower
contained in this Section 2.14 shall survive the payment in full of principal
and interest hereunder.

(g) Each Lender (and the Administrative Lender with respect to
payments to the Administrative Lender for its own account) agrees that (i) it
will take all reasonable actions by all usual means to maintain all exemptions,
if any, available to it from United States withholding

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45
taxes (whether available by treaty, existing administrative waiver or by virtue
of the location of any Lender's lending office), (ii) it will use reasonable
best efforts (consistent with its internal policy and legal and regulatory
restrictions) to change the jurisdiction of its lending office, if the making
of such a change would avoid the need for, or reduce the amount of, any such
additional amounts which may thereafter accrue and would not, in the reasonable
judgment of such Lender, be materially disadvantageous to such Lender, and
(iii) otherwise cooperate with the Borrower to minimize amounts payable by the
Borrower under this Section 2.14; provided, however, the Lenders and the
Administrative Lender shall not be obligated by reason of this Section 2.14(g)
to contest the payment of any Taxes or Other Taxes or to disclose any
information regarding its tax affairs or tax computations or reorder its tax or
other affairs or tax or other planning. Subject to the foregoing, to the
extent the Borrower pays sums pursuant to this Section 2.14 and the Lender or
the Administrative Lender receives a refund of any or all of such sums, such
refund shall be applied to reduce any amounts then due and owing under this
Agreement or, to the extent that no amounts are due and owing under this
Agreement at the time such refunds are received, the party receiving such
refund shall promptly pay over all such refunded sums to the Borrower, provided
that (i) no Event of Default is in existence at such time or (ii) all of the
Obligations have been fully and finally paid or satisfied. At such time, if
any, that such Default or Event of Default is cured or waived, the party
receiving such refund shall promptly pay over all such refunded sums to the
Borrower.

(h) If the Borrower becomes obligated to pay additional amounts
described in this Section 2.14 to any Lender, the Borrower may designate a
financial institution reasonably acceptable to the Administrative Lender to
replace such Lender by purchasing for cash and receiving an assignment of such
Lender's pro rata share of the Commitment and the Rights of such Lender under
the Loan Documents without recourse to or warranty by, or expense to, such
Lender, for a purchase price equal to the outstanding amounts owed to such
Lender (including such additional amounts owing to such Lender pursuant to this
Section 2.14). Upon execution of an Assignment Agreement, such other financial
institution shall be deemed to be a "Lender" for all purposes of this Agreement
as set forth in Section 11.6 hereof.

Section 2.15 Letters of Credit.

(a) The Letter of Credit Facility. The Borrower may request the
Issuing Bank, on the terms and conditions hereinafter set forth, to issue, and
the Issuing Bank shall, if so requested, issue, letters of credit (the "Letters
of Credit") for the account of the Borrower or any other Obligor from time to
time on any Business Day from the date of the initial Advance until the
Maturity Date in an aggregate maximum amount (assuming compliance with all
conditions to drawing) not to exceed, at any time outstanding, the least of (i)
$20,000,000 (the "Letter of Credit Facility"), (ii) the remainder of the
Borrowing Base minus the aggregate principal amount of Advances then
outstanding and the aggregate amount of all drawings under Letter(s) of Credit
not theretofore reimbursed by the Borrower, and (iii) the Commitment. No
Letter of Credit shall have an expiration date (including all rights of
renewal) later than the earlier of (i) the Maturity Date or (ii) one year after
the date of issuance thereof. Immediately upon the issuance of each Letter of
Credit, the Issuing Bank shall be deemed to have sold and transferred to each

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46
Lender, and each Lender shall be deemed to have purchased and received from the
Issuing Bank, in each case irrevocably and without any further action by any
party, an undivided interest and participation in such Letter of Credit, each
drawing thereunder and the obligations of the Borrower under this Agreement in
respect thereof in an amount equal to the product of (x) such Lender's
Specified Percentage times (y) the maximum amount available to be drawn under
such Letter of Credit (assuming compliance with all conditions to drawing).
Within the limits of the Letter of Credit Facility, and subject to the limits
referred to above, the Borrower may request the issuance of Letters of Credit
under this Section 2.15(a), repay any Advances resulting from drawings
thereunder pursuant to Section 2.15(c) and request the issuance of additional
Letters of Credit under this Section 2.15(a).

(b) Request for Issuance. Each Letter of Credit shall be issued
upon notice, given not later than 11:00 a.m. (Dallas, Texas time) on the fourth
Business Day prior to the date of the proposed issuance of such Letter of
Credit, by the Borrower to the Issuing Bank. Each Letter of Credit shall be
issued upon notice given in accordance with the terms of any separate agreement
between the Borrower and the Issuing Bank in form and substance reasonably
satisfactory to the Borrower and the Issuing Bank providing for the issuance of
Letters of Credit pursuant to this Agreement and containing terms and
conditions not inconsistent with this Agreement (a "Letter of Credit
Agreement"), provided that if any such terms and conditions are inconsistent
with this Agreement, this Agreement shall control. Each such notice of
issuance of a Letter of Credit by the Borrower (a "Notice of Issuance") shall
be in writing or by telecopier, specifying therein, in the case of a Letter of
Credit, the requested (A) date of such issuance (which shall be a Business
Day), (B) maximum amount of such Letter of Credit, (C) expiration date of such
Letter of Credit, (D) name and address of the beneficiary of such Letter of
Credit, and (E) form of such Letter of Credit and specifying such other
information as shall be required pursuant to the relevant Letter of Credit
Agreement. If the requested terms of such Letter of Credit are acceptable to
the Issuing Bank in its reasonable discretion, the Issuing Bank will, upon
fulfillment of the applicable conditions set forth in Article 3 hereof, make
such Letter of Credit available to the Borrower at its office referred to in
Section 11.1 or as otherwise agreed with the Borrower in connection with such
issuance.

(c) Drawing and Reimbursement. The payment by the Issuing Bank of
a draft drawn under any Letter of Credit shall constitute for all purposes of
this Agreement the making by the Issuing Bank of an Advance, which shall bear
interest at the Base Rate Basis, in the amount of such draft (but without any
requirement for compliance with the conditions set forth in Article 3 hereof).
In the event that a drawing under any Letter of Credit is not reimbursed by the
Borrower by 11:00 a.m. (Dallas, Texas time) on the first Business Day after
such drawing, the Issuing Bank shall promptly notify Administrative Lender and
each other Lender. Each such Lender shall, on the first Business Day following
such notification, make a Revolving Credit Advance (or if, as a result of any
Debtor Relief Law, the Lenders are prohibited from making a Revolving Credit
Advance, each Lender shall fund its participation purchased pursuant to Section
2.15(a) by making such amount available to the Administrative Lender), which
shall bear interest at the Base Rate Basis, and shall be used to repay the
applicable portion of the Issuing Bank's Advance with respect to such Letter of
Credit, in an amount equal to the amount of its

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47
participation in such drawing for application to reimburse the Issuing Bank
(but without any requirement for compliance with the applicable conditions set
forth in Article 3 hereof) and shall make available to the Administrative
Lender for the account of the Issuing Bank, by deposit at the Administrative
Lender's office, in same day funds, the amount of such Revolving Credit Advance
(or such participation). In the event that any Lender fails to make available
to the Administrative Lender for the account of the Issuing Bank the amount of
such Revolving Credit Advance (or such participation), the Issuing Bank shall
be entitled to recover such amount on demand from such Lender together with
interest thereon at a rate per annum equal to the lesser of (i) the Highest
Lawful Rate or (ii) the Federal Funds Rate.

(d) Increased Costs. If after the Agreement Date any change in
any Law or in the interpretation thereof by any court or administrative or
governmental authority charged with the administration thereof shall either (i)
impose, modify or deem applicable any reserve, special deposit or similar
requirement against letters of credit or guarantees issued by, or assets held
by, or deposits in or for the account of, the Issuing Bank or any Lender or any
corporation controlling the Issuing Bank or any Lender or (ii) impose on the
Issuing Bank or any Lender or any corporation controlling the Issuing Bank or
any Lender any other condition regarding this Agreement or any Letter of
Credit, and the result of any event referred to in the preceding clause (i) or
(ii) shall be to increase the cost to the Issuing Bank or any corporation
controlling the Issuing Bank of issuing or maintaining any Letter of Credit or
to any Lender or any corporation controlling such Lender of purchasing any
participation therein or making any Advance pursuant to Section 2.15(c), then,
within 30 days after demand by the Issuing Bank or such Lender (which demand
shall be made not later than one year after the Issuing Bank or applicable
Lender receives notice of the relevant change), the Borrower shall, subject to
Section 11.9 hereof, pay to the Issuing Bank or such Lender, from time to time
as specified by the Issuing Bank or such Lender, additional amounts that shall
be sufficient to compensate the Issuing Bank or such Lender or any corporation
controlling such Lender for such increased cost. A certificate as to the
amount of such increased cost, submitted to the Borrower by the Issuing Bank or
such Lender, shall certify that such increased costs were actually incurred by
the Issuing Bank or such Lender and shall show in reasonable detail an
accounting of the amount payable and the calculation used to determine in good
faith such amount and shall be conclusive absent manifest or demonstrable
error. In determining such amount, the Issuing Bank or such Lender may use any
reasonable averaging or attribution method. Nothing in this Section 2.15(d)
shall provide the Borrower or any Subsidiary of the Borrower the right to
inspect the records, files or books of the Issuing Bank or any Lender. If the
Borrower becomes obligated to pay additional amounts described in this Section
2.15(d) to any Lender, the Borrower may designate a financial institution
reasonably acceptable to the Administrative Lender to replace such Lender by
purchasing for cash and receiving an assignment of such Lender's pro rata share
of the Commitments and the Rights of such Lender under the Loan Documents
without recourse to or warranty by, or expenses to, such Lender, for a purchase
price equal to the outstanding amounts owing to such Lender (including such
additional amounts owing to such Lender pursuant to this Section 2.15(d). Upon
execution of an Assignment Agreement, such other financial institution shall be
deemed to be a "Lender" for all purposes of this Agreement as set forth in
Section 11.6 hereof. The obligations of the Borrower under this Section
2.15(d) shall survive termination of

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48
this Agreement. The Issuing Bank or any Lender claiming any additional
compensation under this Section 2.15(d) shall use reasonable efforts
(consistent with legal and regulatory restrictions) to reduce or eliminate any
such additional compensation which may thereafter accrue and which efforts
would not, in the reasonable judgment of the Issuing Bank or such Lender, be
otherwise disadvantageous.

(e) Obligations Absolute. The obligations of the Borrower under
this Agreement with respect to any Letter of Credit, any Letter of Credit
Agreement and any other agreement or instrument relating to any Letter of
Credit or any Advance pursuant to Section 2.15(c) shall be unconditional and
irrevocable, and shall be paid strictly in accordance with the terms of this
Agreement, such Letter of Credit Agreement and such other agreement or
instrument under all circumstances, including, without limitation, the
following circumstances:

(i) any lack of validity or enforceability of this
Agreement, any other Loan Document, any Letter of Credit Agreement,
any Letter of Credit or any other agreement or instrument relating
thereto (collectively, the "L/C Related Documents");

(ii) (A) any change in the time, manner or place of
payment of, or in any other term of, all or any of the Obligations of
the Borrower in respect of the Letters of Credit or any Advance
pursuant to Section 2.15(c) or (B) any other amendment or waiver of or
any consent to departure from all or any of the L/C Related Documents;

(iii) the existence of any claim, set-off, defense or other
right that the Borrower may have at any time against any beneficiary
or any transferee of a Letter of Credit (or any Persons for whom any
such beneficiary or any such transferee may be acting), the Issuing
Bank, any Lender or any other Person, whether in connection with this
Agreement, the transactions contemplated hereby or by the L/C Related
Documents or any unrelated transaction;

(iv) any statement or any other document presented under a
Letter of Credit proving to be forged, fraudulent, invalid or
insufficient in any respect or any statement therein being untrue or
inaccurate in any respect, except to the extent finally determined by
a court of competent jurisdiction to be the result of the gross
negligence or willful misconduct of the Issuing Bank in connection
therewith;

(v) payment by the Issuing Bank under a Letter of Credit
against presentation of a draft or certificate that does not comply
with the terms of the Letter of Credit, except to the extent finally
determined by a court of competent jurisdiction to be the result of
the gross negligence or willful misconduct of the Issuing Bank in
connection therewith;

(vi) any exchange, release or non-perfection of any
Collateral, or any release or amendment or waiver of or consent to
departure from any guarantee, for all or any

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49
of the Obligations of the Borrower in respect of the Letters of Credit
or any Advance pursuant to Section 2.15(c); or

(vii) any other circumstance or happening whatsoever,
whether or not similar to any of the foregoing, including, without
limitation, any other circumstance that might otherwise constitute a
defense available to, or a discharge of, the Borrower or a guarantor,
except to the extent finally determined by a court of competent
jurisdiction to be the result of the gross negligence or willful
misconduct of the Issuing Bank in connection therewith.

(f) Compensation for Letters of Credit.

(i) Credit Fee. Subject to Section 11.9 hereof, the
Borrower shall pay to the Administrative Lender for the ratable
account of each Lender a fee (which shall be payable quarterly in
arrears on each Quarterly Date and on the Maturity Date) equal to a
rate per annum equal to the product of the Applicable LIBOR Rate
Margin in effect from time to time multiplied by the average daily
amount available for drawing under all outstanding Letters of Credit.
Subject to Section 11.9 hereof, such fee shall be computed on the
basis of a 360-day year for the actual number of days elapsed.

(ii) Fronting Fee. Subject to Section 11.9 hereof, the
Borrower shall pay to the Administrative Lender for the account of the
Issuing Bank a fronting fee (which shall be payable in arrears on each
Quarterly Date and on the Maturity Date) in an amount equal to 0.10%
per annum on the average daily amount available for drawing under all
outstanding Letters of Credit, computed, subject to Section
11.9hereof, on the basis of a 360-day year for the actual number of
days elapsed.

(iii) Other Fees. Subject to Section 11.9 hereof, the
Borrower shall pay, with respect to each amendment, renewal or
transfer of each Letter of Credit and each drawing made thereunder,
reasonable documentary and processing charges in accordance with the
Issuing Bank's standard schedule for such charges in effect at the
time of such amendment, renewal, transfer or drawing, as the case may
be.

(g) L/C Cash Collateral Account.

(i) Upon the Maturity Date or the occurrence, and during
the continuance, of an Event of Default and demand by the
Administrative Lender pursuant to Section 8.2(c), the Borrower will
promptly pay to the Administrative Lender in immediately available
funds an amount equal to the maximum amount then available to be drawn
under the Letters of Credit then outstanding. Any amounts so received
by the Administrative Lender shall be deposited by the Administrative
Lender in a deposit account maintained by the Issuing Bank (the "L/C
Cash Collateral Account").

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50
(ii) As security for the payment of all Reimbursement
Obligations and for any other Obligations, the Borrower hereby grants,
conveys, assigns, pledges, sets over and transfers to the
Administrative Lender (for the benefit of the Issuing Bank and
Lenders), and creates in the Administrative Lender's favor (for the
benefit of the Issuing Bank and Lenders) a Lien in, all money,
instruments and securities at any time held in or acquired in
connection with the L/C Cash Collateral Account, together with all
proceeds thereof. The L/C Cash Collateral Account shall be under the
sole dominion and control of the Administrative Lender and the
Borrower shall have no right to withdraw or to cause the
Administrative Lender to withdraw any funds deposited in the L/C Cash
Collateral Account. At any time and from time to time, upon the
Administrative Lender's request, the Borrower promptly shall execute
and deliver any and all such further instruments and documents,
including UCC financing statements, as may be necessary, appropriate
or desirable in the Administrative Lender's judgment to obtain the
full benefits (including perfection and priority) of the security
interest created or intended to be created by this paragraph (ii) and
of the rights and powers herein granted. The Borrower shall not
create or suffer to exist any Lien on any amounts or investments held
in the L/C Cash Collateral Account other than the Lien granted under
this paragraph (ii).

(iii) The Administrative Lender shall (A) apply any funds
in the L/C Cash Collateral Account on account of Reimbursement
Obligations when the same become due and payable, (B) after the
Maturity Date, apply any proceeds remaining in the L/C Cash Collateral
Account first to pay any unpaid Obligations then outstanding hereunder
and then to refund any remaining amount to the Borrower.

(iv) The Borrower, no more than once in any calendar
month, may direct the Administrative Lender to invest the funds held
in the L/C Cash Collateral Account (so long as the aggregate amount of
such funds exceeds any relevant minimum investment requirement) in (A)
Cash and Cash Equivalents or direct obligations of the United States
or any agency thereof, or obligations guaranteed by the United States
or any agency thereof and (B) one or more other types of investments
permitted by the Determining Lenders, in each case with such
maturities as the Borrower, with the consent of the Determining
Lenders, may specify, pending application of such funds on account of
Reimbursement Obligations or on account of other Obligations, as the
case may be. In the absence of any such direction from the Borrower,
the Administrative Lender shall invest the funds held in the L/C Cash
Collateral Account (so long as the aggregate amount of such funds
exceeds any relevant minimum investment requirement) in one or more
types of investments with the consent of the Determining Lenders with
such maturities as the Borrower, with the consent of the Determining
Lenders, may specify, pending application of such funds on account of
Reimbursement Obligations or on account of other Obligations, as the
case may be. All such investments shall be made in the Administrative
Lender's name for the account of the Lenders, subject to the ownership
interest therein of the Borrower. The Borrower recognizes that any
losses or taxes with respect to such investments shall be borne solely
by the Borrower, and the Borrower agrees to hold the Administrative
Lender and the Lenders harmless from any

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51
and all such losses and taxes. Administrative Lender may liquidate
any investment held in the L/C Cash Collateral Account in order to
apply the proceeds of such investment on account of the Reimbursement
Obligations as provided in Section 2.15(g)(iii) hereof (or on account
of any other Obligation then due and payable, as the case may be)
without regard to whether such investment has matured and without
liability for any penalty or other fee incurred (with respect to which
the Borrower hereby agrees to reimburse the Administrative Lender) as
a result of such application.

(v) After the establishment of the L/C Cash Collateral
Account pursuant to Section 2.15(g)(i) hereof, the Borrower shall pay
to the Administrative Lender the fees customarily charged by the
Issuing Bank with respect to the maintenance of accounts similar to
the L/C Cash Collateral Account.

ARTICLE 3

Conditions Precedent

Section 3.1 Conditions Precedent to the Initial Advance and the
Initial Issuance of Letters of Credit. The obligation of each Lender to make
the initial Revolving Credit Advance, the obligation of the Issuing Bank to
issue the initial Letter of Credit and the obligation of the Swing Line Bank to
make the initial Swing Line Advance are subject to (i) receipt by the
Administrative Lender of the following items which are to be delivered, in form
and substance satisfactory to each Lender, with a copy (except for the Notes
and this Agreement) for each Lender, and (ii) satisfaction of the following
conditions which are to be satisfied:

(a) A loan certificate of each Obligor certifying as to the
accuracy of its representations and warranties in the Loan Documents with
respect to such Obligor, and including a certificate of incumbency with respect
to each Authorized Signatory, and including (i) a copy of the articles or
certificate of incorporation or similar organizational documents of such
Obligor, certified to be true, complete and correct by the secretary of state
of its state of organization, (ii) a copy of the true, complete and correct
Bylaws or similar governance documents of such Obligor, and (iv) a copy of a
certificate of good standing and a certificate of existence for its state of
organization and each state in which the nature of its business requires it to
be qualified;

(b) a duly executed Revolving Credit Note payable to the order of
each Lender and in an amount for each Lender equal to its Specified Percentage
of the Commitment;

(c) the duly executed Swing Line Note payable to the order of the
Swing Line Bank, in the principal amount of $10,000,000;

(d) opinions of counsel to each Obligor addressed to the Lenders
and in form and substance reasonably acceptable to the Administrative Lender,
dated the Agreement Date, and

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52
addressing the matters set forth in Sections 4.1(a), (b), (c), (e), (f), (h),
(m), (n), (o) and (p), as deemed appropriate by the Administrative Lender, and
if the Projects have not been registered under the Federal Interstate Land
Sales Full Disclosure Act, stating that the Projects do not fall within the
purview of the Federal Interstate Land Sales Full Disclosure Act, and covering
such other matters incident to the transactions contemplated hereby as the
Administrative Lender or Special Counsel may reasonably request;

(e) reimbursement for the Administrative Lender for Special
Counsel's reasonable and customary fees (on an hourly basis) and expenses
rendered through the date hereof, to the extent invoiced;

(f) evidence that all proceedings of each Obligor taken in
connection with the transactions contemplated by this Agreement and the other
Loan Documents shall be reasonably satisfactory in form and substance to the
Lenders and Special Counsel; and the Lenders shall have received copies of all
documents or other evidence which the Administrative Lender, Special Counsel or
any Lender may reasonably request in connection with such transactions;

(g) any fees or expenses required to be paid on or before the
Agreement Date pursuant to the Fee Letter;

(h) Security Agreements, appropriately completed and duly executed
by each of the Obligors, dated as of the Agreement Date, granting a Lien in all
Collateral covered thereby, together with related financing statements, and
insurance certificates listing Administrative Lender, as its interest may
appear, as loss payee and additional insured and otherwise in a form required
by the Collateral Documents;

(i) the duly executed Servicing and Collection Agreement;

(j) the duly executed Custodial Agreement, together with evidence
of delivery to the Custodian of the original counterpart of each Note
Receivable included in the Borrowing Base, together with allonges, in form and
substance acceptable to the Administrative Lender, duly executed by the
Borrower or the applicable Restricted Subsidiary owning such Note Receivable
and Assignments of Pledged Documents appropriately completed and duly executed
by the Borrower or the applicable Restricted Subsidiary owning such Pledged
Documents;

(k) simultaneously with the making of the initial Revolving Credit
Advance, executed UCC-3 Termination Statements to be filed in appropriate
jurisdictions to terminate all Liens against the Collateral, or any portion
thereof (other than Permitted Liens, if any);

(l) copies of the form of Purchase Documents which have been or
are being used in connection with the Projects;

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53
(m) there shall have occurred no material adverse change in the
business, assets or financial condition of the Borrower and its Subsidiaries,
taken as a whole, since December 31, 1996;

(n) each of the Subsidiary Guaranties, duly executed by the
Guarantor party thereto;

(p) a mortgagee title insurance policy [or if such mortgagee title
insurance policy has not been issued, a binding, irrevocable and unconditional
(other than for conditions acceptable to the Administrative Lender) commitment
to issue such mortgagee title insurance policy] in favor of the Administrative
Lender, in form and substance acceptable to the Administrative Lender, covering
each Deed of Trust;

(q) in form and substance reasonably satisfactory to the Lenders
and Special Counsel, such other documents, instruments and certificates as the
Administrative Lender or any Lender may reasonably require in connection with
the transactions contemplated hereby, including without limitation, evidence of
the status, organization or authority of the Borrower or any Subsidiary of the
Borrower, and the enforceability of the Obligations; and

(r) The Borrower shall have delivered a Borrowing Base Report
reflecting Eligible Notes Receivable as of a date after December 29, 1997.

Section 3.2 Conditions Precedent to All Advances and Letters of
Credit. The obligation of each Lender to make each Revolving Credit Advance
hereunder (including the initial Revolving Credit Advance), the obligation of
the Issuing Bank to issue each Letter of Credit (including the initial Letter
of Credit) and the obligation of the Swing Line Bank to make each Swing Line
Advance (including the initial Swing Line Advance) are subject to fulfillment
of the following conditions immediately prior to or contemporaneously with each
such Advance or issuance:

(a) With respect to each Advance and each issuance of a Letter of
Credit, all of the representations and warranties of each Obligor under the
Loan Documents, which, pursuant to Section 4.2 hereof, are made at and as of
the time of each such Advance or issuance, shall be true and correct at such
time in all material respects, both before and after giving effect to the
application of the proceeds of the Advance or Letter of Credit;

(b) The incumbency of the Authorized Signatories shall be as
stated in the certificate of incumbency delivered in the Borrower's loan
certificate pursuant to Section 3.1(a) or as subsequently modified and
reflected in a certificate of incumbency delivered to the Administrative
Lender. The Lenders may, without waiving this condition, consider it fulfilled
and a representation by the Borrower made to such effect if no written notice
to the contrary, dated on or before the date of such Advance or Letter of
Credit, is received by the Administrative Lender from the Borrower prior to the
making of such Advance or issuance of such Letter of Credit;

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54
(c) There shall not exist a Default or Event of Default hereunder
that has not been waived or cured to the satisfaction of the Determining
Lenders or all Lenders, as required pursuant to Section 11.11 hereof;

(d) The aggregate Advances and Letters of Credit, after giving
effect to such proposed Advance or Letter of Credit, shall not exceed the
maximum principal amount then permitted to be outstanding hereunder;

(e) No order, judgment, injunction or decree of any Tribunal shall
purport to enjoin or restrain any Lender or the Issuing Bank from making any
Advance or issuing any Letter of Credit;

(f) (i) There shall not be pending, or to the knowledge of the
Borrower, threatened any Litigation against or affecting the Borrower or any
Subsidiary of the Borrower or any property of the Borrower or any Subsidiary of
the Borrower that has not been disclosed in writing by the Borrower pursuant to
Section 4.1(h) or 6.7(a) prior to the making of the last preceding Advance or
the issuance of the last preceding Letter of Credit (or in the case of the
initial Advances and Letters of Credit, prior to the Agreement Date) that could
reasonably be expected to have a Material Adverse Effect, (ii) there shall not
be pending, or to the knowledge of the Borrower, threatened any Litigation
against or affecting the Borrower or any Subsidiary of the Borrower or any
property of the Borrower or any Subsidiary of the Borrower that (x) was
disclosed by the Borrower only after the Agreement Date, (y) was disclosed by
the Borrower as threatened Litigation prior to the Agreement Date but
subsequently became pending Litigation or (z) was not disclosed by the
Borrower, that could reasonably be expected to have a Material Adverse Effect
and (iii) there shall have occurred no development in any Litigation against or
affecting the Borrower or any Subsidiary of the Borrower or any property of the
Borrower or any Subsidiary of the Borrower that could reasonably be expected to
have a Material Adverse Effect;

(g) There shall have occurred no material adverse change in the
business, assets, financial condition, results of operations or business
prospects of the Borrower and its Subsidiaries, taken as a whole, since
December 31, 1996;

(h) The Borrower shall have delivered a current Borrowing Base
Report evidencing that there is availability under the Commitment after taking
into account the projected Advance or Letter of Credit; and

(i) The Average Quarterly Delinquency Rate shall not exceed eight
percent (8.0%).

Notwithstanding anything herein to the contrary, the obligation of
each Lender to make a Revolving Credit Advance pursuant to Section 2.15(c) (or
to fund its participation in respect of Letters of Credit pursuant to Section
2.15(c)) shall be absolute and unconditional and shall not be affected by any
circumstances, including, without limitation, (i) the occurrence of any

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55
Default or Event of Default, (ii) the failure of the Borrower to satisfy any
condition set forth in this Section 3.2 or (iii) any other circumstance,
happening or event whatsoever.

Section 3.3 Conditions Precedent to Conversions and
Continuations. The obligation of the Lenders to convert any existing Base Rate
Advance into a LIBOR Advance or to continue any existing LIBOR Advance is
subject to the condition precedent that on the date of such conversion or
continuation no Default or Event of Default shall have occurred and be
continuing or would result from the making of such conversion or continuation.
The acceptance of the benefits of each such conversion and continuation shall
constitute a representation and warranty by the Borrower to each of the Lenders
that no Default or Event of Default shall have occurred and be continuing or
would result from the making of such conversion or continuation.

ARTICLE 4

Representations and Warranties

Section 4.1 Representations and Warranties. The Borrower hereby
represents and warrants to each Lender as follows:

(a) Organization; Power; Qualification. The respective
jurisdiction of organization or incorporation and percentage ownership by the
Borrower of the Subsidiaries listed on Schedule 4 are true and correct as of
the Agreement Date. Schedule 4 is a complete and accurate listing as of the
Agreement Date, showing with respect to the Borrower and each Subsidiary of the
Borrower (a) its mailing address, which is its principal place of business, (b)
the classes of its Capital Stock and the number and amount of its Capital Stock
authorized and outstanding, (c) each record and beneficial owner of 5% or more
of the outstanding Capital Stock of each Restricted Subsidiary, and (d) all
outstanding options, rights, rights of conversion, redemption, purchase or
repurchase, rights of first refusal and similar rights relating to the Capital
Stock of the Restricted Subsidiaries. All of the outstanding Capital Stock of
the Borrower and each Subsidiary of the Borrower is validly issued, fully paid
and non-assessable. Each of the Borrower and its Subsidiaries is a corporation
or other legal Person duly organized, validly existing and in good standing
under the laws of its state of incorporation or organization. Each of the
Borrower and its Subsidiaries has the legal power and authority to own its
properties and to carry on its business as now being and hereafter proposed to
be conducted. Each of the Borrower and its Subsidiaries is authorized to do
business, duly qualified and in good standing as set forth in Schedule 7 and no
qualification or authorization is necessary in any other jurisdictions in which
the character of its properties or the nature of its business requires such
qualification or authorization, except where the failure to be so qualified or
authorized could not reasonably be expected to have a Material Adverse Effect.

(b) Authorization. The Borrower has legal power and has taken all
necessary legal action to authorize it to borrow and request Letters of Credit
hereunder. Each of the Borrower and its Subsidiaries has legal power and has
taken all necessary legal action to execute, deliver

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56
and perform the Loan Documents to which it is party in accordance with the
terms thereof, and to consummate the transactions contemplated thereby. Each
Loan Document has been duly executed and delivered by the Borrower or the
Subsidiary of the Borrower executing it. Each of the Loan Documents to which
the Borrower or any of its Subsidiaries is a party is a legal, valid and
binding obligation of the Borrower or such Subsidiary, as applicable,
enforceable in accordance with its terms, subject, to enforcement of remedies,
to the following qualifications: (i) equitable principles generally, and (ii)
Debtor Relief Laws (insofar as any such law relates to the bankruptcy,
insolvency or similar event of the Borrower or any Subsidiary of the Borrower).

(c) Compliance with Other Loan Documents and Contemplated
Transactions. The execution, delivery and performance by the Borrower and its
Subsidiaries of the Loan Documents to which they are respectively a party, and
the consummation of the transactions contemplated thereby, do not and will not
(i) require any consent or approval necessary on or prior to the Agreement Date
not already obtained, except to the extent that the failure to obtain any such
consent or approval could not reasonably be expected to have a Material Adverse
Effect, (ii) violate any Applicable Law, (iii) conflict with, result in a
breach of, or constitute a default under the certificate of incorporation,
by-laws or other similar organizational or governance document of the Borrower
or any Subsidiary of the Borrower, (iv) conflict with, result in a breach of,
or constitute a default under any Necessary Authorization, indenture, agreement
or other instrument, to which the Borrower or any Subsidiary of the Borrower is
a party or by which they or their respective properties may be bound, the
result of which could reasonably be expected to have a Material Adverse Effect,
or (v) result in or require the creation or imposition of any Lien (other than
Liens in favor of the Lenders to secure the Obligations hereunder) upon or with
respect to any property now owned or hereafter acquired by the Borrower or any
Subsidiary of the Borrower.

(d) Business. The Borrower and its Subsidiaries are engaged
primarily in the business of acquiring, developing and operating time share
resorts and other time-share activities, providing financing for the purchase
of Units or other interests in its time-share resorts and other leisure
activities (exclusive of gaming) and activities directly related to the
foregoing.

(e) Licenses, etc. All Necessary Authorizations have been duly
obtained, and are in full force and effect without any known conflict with the
rights of others and free from any unduly burdensome restrictions, unless the
failure to obtain or have in effect such Necessary Authorizations could not
reasonably be expected to result in a Material Adverse Effect. The Borrower
and its Subsidiaries are and will continue to be in compliance in all material
respects with all provisions thereof. No circumstance exists which could
reasonably be expected to impair the utility of the Necessary Authorization or
the right to renew such Necessary Authorization the effect of which could
reasonably be expected to have a Material Adverse Effect. No Necessary
Authorization is the subject of any pending or, to the best of the Borrower's
knowledge, threatened challenge, suspension, cancellation or revocation, the
effect of which could reasonably be expected to have a Material Adverse Effect.

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57
(f) Compliance with Law. The Borrower and its Subsidiaries are in
compliance in all respects with all Applicable Laws, except where the failure
to so comply could not reasonably be expected to have a Material Adverse
Effect.

(g) Title to Properties. The Borrower and its Restricted
Subsidiaries have good and indefeasible title to, or a valid leasehold interest
in, all of their material assets. None of their assets is subject to any
Liens, except Permitted Liens. No financing statement or other Lien filing
(except relating to Permitted Liens) is on file in any state or jurisdiction
that names the Borrower or any of its Restricted Subsidiaries as debtor or
covers (or purports to cover) any assets of the Borrower or any of its
Restricted Subsidiaries. The Borrower and its Restricted Subsidiaries have not
signed any such financing statement or filing, nor any security agreement
authorizing any Person to file any such financing statement or filing (except
relating to Permitted Liens).

(h) Litigation. Except as reflected on Schedule 3 hereto, as of
the Agreement Date there is no Litigation pending against, or, to the
Borrower's current actual knowledge, threatened against the Borrower, or in any
other manner relating directly and adversely to the Borrower or any of its
Subsidiaries, or any of their respective properties, in any court or before any
arbitrator of any kind or before or by any governmental body in which the
amount claimed (in excess of applicable insurance) exceeds $500,000.

(i) Taxes. All material federal, state and other tax returns of
the Borrower and its Subsidiaries required by law to be filed have been duly
filed or extensions have been timely filed, and all material federal, state and
other Taxes upon the Borrower, its Subsidiaries or any of their properties,
income, profits and assets, which are due and payable, have been paid, unless
the same are being diligently contested in accordance with Section 5.6 hereof.
The charges, accruals and reserves on the books of the Borrower and its
Subsidiaries in respect of their Taxes are, in the reasonable judgment of the
Borrower, adequate.

(j) Financial Statements; Material Liabilities.

(i) The Borrower has heretofore delivered to Lenders (a)
the audited consolidated balance sheets of the Borrower and its
Subsidiaries as at December 31, 1996, and the related statements of
earnings and changes in investment and statement of cash flows for the
twelve-month period then ended, and (b) unaudited consolidated balance
sheets of the Borrower and its Subsidiaries as at June 30, 1997, and
the related statements of earnings and statement of cash flows for the
six-month period then ended. Such financial statements were prepared
in conformity with GAAP (except for the absence of footnotes) and
fairly present, in all material respects, the financial position of
the Borrower and its Subsidiaries as at the date thereof and the
combined results of operations and cash flows for the period covered
thereby.

(ii) The projected financial statements of the Borrower
and its Subsidiaries delivered to the Lenders prior to or on the
Agreement Date were prepared in good faith

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58
and management of the Borrower believes them to be based on reasonable
assumptions (which assumptions have been included in the most recent
projections furnished to the Lenders prior to the Agreement Date) and
to fairly present in all material respects the projected financial
condition of the Borrower and its Subsidiaries and the projected
results of operations as of the dates and for the periods shown for
the Borrower and its Subsidiaries, it being recognized by the Lenders
that such projections as to future events are not to be viewed as
facts and that actual results during the period or periods covered by
any such projections may differ from the projected results.

(iii) The financial statements of the Borrower and its
Subsidiaries delivered to the Lenders pursuant to Section 6.1, 6.2 and
6.3 hereof fairly present in all material respects their respective
financial condition and their respective results of operations as of
the dates and for the periods shown, all in accordance with GAAP,
subject to normal year-end adjustments. The latest of such financial
statements reflects all material liabilities, direct and contingent,
of the Borrower and each Subsidiary of the Borrower that are required
to be disclosed in accordance with GAAP. As of the date of the latest
of such financial statements, there were no Guaranties, liabilities
for Taxes, forward or long-term commitments or unrealized or
anticipated losses from any unfavorable commitments that are
substantial in amount that are required to be reflected but that are
not reflected on such financial statements or the footnotes thereto.

(k) No Adverse Change. Since December 31, 1996, no event or
circumstance has occurred or arisen which is reasonably likely to have a
Material Adverse Effect.

(l) ERISA. None of the Borrower or its Controlled Group maintains
or contributes to any Plan subject to Title IV of ERISA other than those
disclosed to the Administrative Lender in writing. Each such Plan (other than
any Multiemployer Plan) is in compliance in all material respects with the
applicable provisions of ERISA, the Code, and any other applicable Law, except
to the extent that failure to so comply would not reasonably be expected to
have a Material Adverse Effect. With respect to each Plan (other than any
Multiemployer Plan) of the Borrower and each member of its Controlled Group,
all reports required under ERISA or any other Applicable Law to be filed with
any Tribunal, the failure of which to file could reasonably be expected to
result in liability of the Borrower or any member of its Controlled Group in
excess of $100,000, have been duly filed. All such reports are true and
correct in all material respects as of the date given. No Plan of the Borrower
or any member of its Controlled Group has been terminated under Section 4041(c)
of ERISA nor has any accumulated funding deficiency (as defined in Section
412(a) of the Code) been incurred (without regard to any waiver granted under
Section 412 of the Code), nor has any funding waiver from the Internal Revenue
Service been received or requested the result of which could reasonably be
expected to have a Material Adverse Effect. None of the Borrower or any member
of its Controlled Group has failed to make any contribution or pay any amount
due or owing as required under the terms of any such Plan, or by Section 412 of
the Code or Section 302 of ERISA by the due date under Section 412 of the Code
and Section 302 of ERISA, the result of which could reasonably be expected to
have a Material Adverse Effect. There has been no ERISA Event or

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59
any event requiring disclosure under Section 4041(c)(3)(C) or 4063(a) of ERISA
with respect to any Plan (other than any Multiemployer Plan) or its related
trust of the Borrower or any member of its Controlled Group since the effective
date of ERISA. The present value of the benefit liabilities, as defined in
Title IV of ERISA, of each Plan subject to Title IV of ERISA (other than a
Multiemployer Plan) of the Borrower and each member of its Controlled Group
does not exceed by more than $500,000 the present value of the assets of each
such Plan as of the most recent valuation date using each such Plan's actuarial
assumptions at such date. There are no pending, or to the Borrower's knowledge
threatened, claims, lawsuits or actions (other than routine claims for benefits
in the ordinary course) asserted or instituted against, and neither the
Borrower nor any member of its Controlled Group has knowledge of any threatened
litigation or claims against, the assets of any Plan or its related trust or
against any fiduciary of a Plan with respect to the operation of such Plan, the
result of which could reasonably be expected to have a Material Adverse Effect.
None of the Borrower or, to the Borrower's knowledge, any member of its
Controlled Group has engaged in any prohibited transactions, within the meaning
of Section 406 of ERISA or Section 4975 of the Code, in connection with any
Plan the result of which could reasonably be expected to have a Material
Adverse Effect. None of the Borrower or any member of its Controlled Group has
incurred or reasonably expects to incur (A) any liability under Title IV of
ERISA (other than premiums due under Section 4007 of ERISA to the PBGC), (B)
any withdrawal liability (and no event has occurred which with the giving of
notice under Section 4219 of ERISA would result in such liability) under
Section 4201 of ERISA as a result of a complete or partial withdrawal (within
the meaning of Section 4203 or 4205 of ERISA) from a Multiemployer Plan, as
defined in Section 1.1 of this Agreement but without regard to the five-year
limitation provided therein or (C) any liability under Section 4062 of ERISA to
the PBGC or to a trustee appointed under Section 4042 of ERISA. None of the
Borrower, any member of its Controlled Group, or any organization to which the
Borrower or any member of its Controlled Group is a successor or parent
corporation within the meaning of ERISA Section 4069(b), has engaged in a
transaction within the meaning of ERISA Section 4069, the result of which could
reasonably be expected to have a Material Adverse Effect. None of the Borrower
or any member of its Controlled Group maintains or has established any Plan,
which is a welfare benefit plan within the meaning of Section 3(1) of ERISA and
which provides for continuing benefits or coverage for any participant or any
beneficiary of any participant after such participant's termination of
employment, except as may be required by any Applicable Law, the result of
which could reasonably be expected to have a Material Adverse Effect. Each of
Borrower and its Controlled Group which maintains a Plan which is a welfare
benefit plan within the meaning of Section 3(1) of ERISA has complied in all
material respects with any applicable notice and continuation requirements of
the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, and the
regulations thereunder. None of the Borrower or any member of its Controlled
Group maintains, has established, or has ever participated in a multiemployer
welfare benefit arrangement within the meaning of Section 3(40)(A) of ERISA.

(m) Compliance with Regulations G, T, U and X. The Borrower is
not engaged principally or as one of its important activities in the business
of extending credit for the purpose of purchasing or carrying any margin stock
within the meaning of Regulations G, T, U and X

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60
of the Board of Governors of the Federal Reserve System, and no part of the
proceeds of the Advances or Letters of Credit will be used to purchase or carry
any margin stock or to extend credit to others for the purpose of purchasing or
carrying any margin stock. No more than 25% of the assets of the Borrower and
its Subsidiaries are margin stock. None of the Borrower and its Subsidiaries
nor any agent acting on their behalf, has taken or will knowingly take any
action which would cause this Agreement or any other Loan Documents to violate
any regulation of the Board of Governors of the Federal Reserve System or to
violate the Securities Exchange Act of 1934, in each case as in effect now or
as the same may hereafter be in effect.

(n) Authorization. The Borrower and its Subsidiaries are not
required to obtain any Necessary Authorization on or prior to the Agreement
Date that has not already been obtained from, or effect any material filing or
registration that has not already been effected with, any Tribunal or any other
Person in connection with the execution and delivery of this Agreement or any
other Loan Document, or the performance thereof, in accordance with their
respective terms, including any borrowings hereunder, except for the filing of
financing statements (and other similar notices) containing a description of
the Collateral with certain Tribunals.

(o) Absence of Default. The Borrower and its Subsidiaries are in
compliance in all material respects with all of the provisions of their
certificate of incorporation and by-laws (or similar organizational and
governance documents), and no event has occurred or failed to occur, which has
not been remedied or waived, the occurrence or non-occurrence of which
constitutes, or which with the passage of time or giving of notice or both
would constitute, (i) an Event of Default or (ii) a default by the Borrower or
any of its Subsidiaries under any indenture, agreement or other instrument, or
any judgment, decree or order to which the Borrower or any of its Subsidiaries
or by which they or any of their respective properties is bound, except to the
extent that such default could not reasonably be expected to have a Material
Adverse Effect.

(p) Governmental Regulation. Neither the Borrower nor any of its
Subsidiaries is subject to regulation under the Public Utility Holding Company
Act of 1935, the Federal Power Act, the Interstate Commerce Act or the
Investment Company Act of 1940. Neither the entering into or performance by
the Borrower of this Agreement nor the issuance of the Notes violates any
provision of such act or requires any consent, approval, or authorization of,
or registration with, the Securities and Exchange Commission or any other
Tribunal pursuant to any provisions of such act.

(q) Environmental Matters. Neither the Borrower nor any
Subsidiary has any current actual knowledge that any substance deemed hazardous
by any Applicable Environmental Law, has been installed (i) on any real
property fee title to which is now owned by the Borrower or any of its
Subsidiaries or (ii) by Borrower or any of its Subsidiaries on any real
property leased by the Borrower or any of its Subsidiaries, in either case in a
manner which does not comply with Applicable Environmental Laws, except to the
extent that the failure to so comply could not reasonably be expected to have a
Material Adverse Effect. The Borrower and its Subsidiaries are not in
violation of or subject to any existing, pending or, to the best of the
Borrower's knowledge, threatened investigation or inquiry by any Tribunal or to
any remedial

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61
obligations under any Applicable Environmental Laws, the effect of which could
reasonably be expected to have a Material Adverse Effect. The Borrower and its
Subsidiaries have not obtained and are not required to obtain any permits,
licenses or similar authorizations other than certificates of occupancy and
building permits and other authorizations that have been obtained to construct,
occupy, operate or use any buildings, improvements, fixtures, and equipment
forming a part of any real property owned or leased by the Borrower or any
Subsidiary of the Borrower by reason of any Applicable Environmental Laws,
except to the extent that the failure to so obtain could not reasonably be
expected to have a Material Adverse Effect. The Borrower and its Subsidiaries
undertook, at the time of acquisition of fee title to any real property,
reasonable inquiry into the previous ownership and uses of such real property
consistent with good commercial or customary practice. The Borrower and its
Subsidiaries have taken reasonable steps to determine, and the Borrower and its
Subsidiaries have no current actual knowledge, that any hazardous substances or
solid wastes have been disposed of or otherwise released (i) on or to the real
property fee title to which is owned by the Borrower or any of its Subsidiaries
or (ii) by Borrower or any of its Subsidiaries on or to any real property
leased by Borrower or any of its Subsidiaries, all within the meaning of the
Applicable Environmental Laws, the effect of which could reasonably be expected
to have a Material Adverse Effect. To the extent required to do so by any
Applicable Environmental Laws, the Borrower and its Subsidiaries have disposed
of all hazardous substances and solid wastes (if any), all within the meaning
of the Applicable Environmental Laws, generated in their respective businesses
in compliance with all Applicable Environmental Laws, except to the extent that
the failure to so comply could not reasonably be expected to have a Material
Adverse Effect.

(r) Certain Fees. No broker's, finder's or other fee or
commission will be payable by the Borrower (other than to the Lenders
hereunder) with respect to the making of the Commitments or the Advances
hereunder. The Borrower agrees to indemnify and hold harmless the
Administrative Lender and each Lender from and against any claims, demand,
liability, proceedings, costs or expenses asserted with respect to or arising
in connection with any such fees or commissions payable by the Borrower.

(s) Patents, Etc. Except as reflected on Schedule 8 hereto, the
Borrower and its Subsidiaries have collectively obtained or applied for all
patents, trademarks, service marks, trade names, copyrights, licenses and other
rights, free from burdensome restrictions, that are necessary for the operation
of their business as presently conducted and as proposed to be conducted,
except to the extent that the failure to so obtain or apply could not
reasonably be expected to have a Material Adverse Effect. Except as reflected
on Schedule 8 hereto, nothing has come to the current actual knowledge of the
Borrower or any of its Subsidiaries to the effect that (i) any process, method,
part or other material presently contemplated to be employed by the Borrower or
any Subsidiary of the Borrower may infringe any patent, trademark, service
xxxx, trade name, copyright, license or other right owned by any other Person,
or (ii) there is pending or overtly threatened any claim or litigation against
or affecting the Borrower or any Subsidiary of the Borrower contesting its
right to sell or use any such process, method, part or other material, which
could reasonably be expected to have a Material Adverse Effect.

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62
(t) Disclosure. All factual information furnished by the Borrower
or any of its Subsidiaries in writing to the Administrative Lender or any
Lender in connection with this Agreement, the other Loan Documents or any
transaction contemplated herein or therein is, and all other factual
information hereafter furnished by or on behalf of the Borrower or any of its
Subsidiaries in writing to the Administrative Lender or any Lender will be,
true and accurate in all material respects on the date as of which such
information is dated or certified and not incomplete by omitting to state any
fact necessary to make such information (taken as a whole) not misleading at
such time in light of the circumstances under which such information was
provided. There is no fact known to the Borrower and not known to the public
generally that could reasonably be expected to have a Material Adverse Effect,
which has not been set forth in this Agreement or in the documents,
certificates and statements furnished to the Lenders by or on behalf of the
Borrower prior to the date hereof in connection with the transaction
contemplated hereby.

(u) Solvency. The Borrower is, and Borrower and its Subsidiaries
on a consolidated basis are, Solvent.

(v) Labor Relations. Except as provided on Schedule 9, neither
the Borrower nor any Subsidiary is a party to a collective bargaining agreement
or similar agreement, and the Borrower and each Subsidiary is in compliance in
all material respects with all Laws respecting employment and employment
practices, terms and conditions of employment, wages and hours and other laws
related to the employment of its employees, except where the failure to comply
could not reasonably be expected to result in a Material Adverse Effect, and
there are no arrears in the payment of wages, withholding or social security
taxes, unemployment insurance premiums or other similar obligations of the
Borrower or any Subsidiary or for which the Borrower or any Subsidiary may be
responsible other than in the ordinary course of business, except for such
unpaid or unwithheld arrears which could not reasonably be expected to result
in a Material Adverse Effect. There is no strike, work stoppage or labor
dispute with any union or group of employees pending or overtly threatened
involving Borrower or any Subsidiary that could reasonably be expected to have
a Material Adverse Effect.

(w) Consolidated Business Entity. The Borrower and its
Subsidiaries are engaged in the business of developing and operating time-
share resorts and other leisure activities (exclusive of gaming). These
operations require financing on a basis such that the credit supplied can be
made available from time to time to the Borrower and various of its
Subsidiaries, as required for the continued successful operation by the
Borrower and its Subsidiaries as a whole. The Borrower and its Subsidiaries
expect to derive benefit (and the board of directors of the Borrower and its
Subsidiaries have determined that the Borrower and its Subsidiaries may
reasonably be expected to derive benefit), directly or indirectly, from the
credit extended by the Lenders hereunder, both in their separate capacities and
as members of the group of companies, since the successful operation and
condition of the Borrower and its Subsidiaries is dependent on the continued
successful performance of the functions of the group as a whole.

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63
(x) Time-Share Interest Exchange Network. Borrower and its
Subsidiaries are members and participants, pursuant to validly executed and
enforceable written agreements in Resort Condominiums International, L.L.C. and
Interval International. Borrower and its Subsidiaries have paid all fees and
other amounts due and owing under such agreements and are not otherwise in
default in any material respect thereunder.

(y) Time-Share Interests. The sale, offering of sale, and
financing of Time-Share Interests in the Projects (i) do not constitute the
sale, or the offering of sale, of securities subject to registration
requirements of the Securities Act of 1933, as amended, or any state or foreign
securities Law, (ii) except to the extent that any such violation(s), either
individually or in the aggregate, could not reasonably be expected to have a
Material Adverse Effect, do not violate any time-sharing or other Law of any
state or foreign country in which sales or solicitation of Time-Share Interests
occur, and (iii) except to the extent that any such violation(s), either
individually or in the aggregate, could not reasonably be expected to have a
Material Adverse Effect, do not violate any consumer credit or usury Laws of
any state or foreign country in which sales or solicitation of Time-Share
Interests occur. Except to the extent that any such failure(s), either
individually or in the aggregate, could not reasonably be expected to have a
Material Adverse Effect, the Borrower and its Subsidiaries have not failed to
make or cause to be made any registrations or declarations with any Tribunal
necessary to the ownership of the Projects or to the conduct of its business,
including, without limitation, the operation of the Projects and the sale, or
offering for sale, of Time-Share Interests therein. Except to the extent that
any such noncompliance(s), either individually or in the aggregate, could not
reasonably be expected to have a Material Adverse Effect, Borrower and its
Subsidiaries have, to the extent required by its activities and businesses,
fully complied with (i) all of the applicable provisions of (A) the Consumer
Credit Protection Act, as amended, (B) the Federal Trade Commission Act, as
amended, (C) the Federal Interstate Land Sales Full Disclosure Act, as amended,
(D) any other Laws of any Tribunal otherwise applicable, and (E) all rules and
regulations promulgated under any of the foregoing. True and complete copies of
the Purchase Documents and other documents requested by the Administrative
Lender which have been and are being used by the Borrower and its Subsidiaries
in connection with the Projects and the sale or offering for sale of Time-Share
Interests therein have been delivered to the Administrative Lender. The
Time-Share Interests in the Projects constitute undivided interests in real
property under the Laws of the jurisdictions in which the applicable Units are
located.

(z) Common Areas. To the extent that the Borrower or any of its
Subsidiaries are legally obligated to construct same, the common areas and
amenities appurtenant to sold Time-Share Interests, and the streets and other
off-site improvements contained within the Projects have been completed or a
bond insuring the completion thereof has been obtained and such interests in
such common areas are free and clear of all Liens except Permitted Liens.

(aa) Subordinated Debt. The terms, provisions, covenants and
requirements contained in the documents, instruments and agreements relating to
the Subordinated Debt are not more restrictive than the comparable terms,
provisions, covenants and requirements contained in this Agreement and the
other Loan Documents. All of the Obligations constitute senior indebtedness

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64
under the documents, instruments and agreements evidencing or relating to the
Subordinated Debt and, as such, all of the Obligations are expressly superior
in right of payment to the Subordinated Debt.

Section 4.2 Survival of Representations and Warranties, etc. All
representations and warranties made under this Agreement and the other Loan
Documents shall be deemed to be made at and as of the Agreement Date and at and
as of the date of each Advance and the date of issuance of each Letter of
Credit, and each shall be true and correct in all material respects when made,
except to the extent (a) previously fulfilled in accordance with the terms
hereof or (b) previously waived in writing by the Determining Lenders with
respect to any particular factual circumstance or permitted by the terms of
this Agreement. All such representations and warranties shall survive, and not
be waived by, the execution hereof by any Lender, any investigation or inquiry
by any Lender, or by the making of any Advance or the issuance of any Letter of
Credit under this Agreement.

ARTICLE 5

General Covenants

So long as any of the Obligations are outstanding and unpaid or any
Commitment is outstanding (whether or not the conditions to borrowing have been
or can be fulfilled):

Section 5.1 Preservation of Existence and Similar Matters. The
Borrower shall, and shall cause each Subsidiary of the Borrower to:

(a) except as otherwise permitted pursuant to Section 7.4 hereof,
preserve and maintain, or timely obtain and thereafter preserve and maintain,
its existence, rights, franchises, licenses, authorizations, consents,
privileges and all other Necessary Authorizations from any Tribunal, the loss
of which could reasonably be expected to have a Material Adverse Effect; and

(b) except as otherwise permitted pursuant to Section 7.4 hereof,
qualify and remain qualified and authorized to do business in each jurisdiction
in which the character of its properties or the nature of its business requires
such qualification or authorization, unless the failure to do so could not
reasonably be expected to have a Material Adverse Effect.

Section 5.2 Business; Compliance with Applicable Law. The
Borrower and its Subsidiaries shall (a) engage primarily in the businesses set
forth in Section 4.1(d) hereof, and (b) comply in all respects with the
requirements of all Applicable Law, except where the failure to so comply could
not reasonably be expected to have a Material Adverse Effect.

Section 5.3 Maintenance of Properties. To the maximum extent
that the Borrower and/or any Subsidiary of the Borrower has the right, power or
authority (whether as a matter of contract, at law or otherwise) to do so, the
Borrower shall, and shall cause each Subsidiary

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65
of the Borrower to, maintain or cause to be maintained all its properties
(whether owned or held under lease) in reasonably good repair, working order
and condition, taken as a whole, and from time to time make or cause to be made
all appropriate (in the reasonable judgment of the Borrower) repairs, renewals,
replacements, additions, betterments and improvements thereto, except where the
failure to so maintain, repair, renew, replace or improve could not reasonably
be expected to have a Material Adverse Effect.

Section 5.4 Accounting Methods and Financial Records. The
Borrower shall, and shall cause each Subsidiary of the Borrower to, maintain a
system of accounting established and administered in accordance with GAAP, keep
adequate records and books of account in which complete entries will be made
and all transactions reflected in accordance with GAAP, and keep accurate and
complete records of its respective assets. The Borrower and each of its
Subsidiaries shall maintain its fiscal year in the manner in existence on the
Agreement Date.

Section 5.5 Insurance. The Borrower shall, and shall cause each
Restricted Subsidiary of the Borrower to, maintain insurance from responsible
companies in such amounts and against such risks as shall be customary and
usual in the industry for companies of similar size and capability. Each
insurance policy shall (a) provide for at least 30 days' prior notice to the
Administrative Lender of any proposed termination or cancellation of such
policy, whether on account of default or otherwise and (b) otherwise contain
the requirements for insurance set forth in the Security Agreements.

Section 5.6 Payment of Taxes and Claims. The Borrower shall, and
shall cause each Subsidiary of the Borrower to, pay and discharge all material
Taxes to which they are subject prior to the date on which penalties attach
thereto, and all lawful material claims for labor, materials and supplies
which, if unpaid, might become a Lien upon any of its properties; except that
no such Tax or claim need be paid which is being diligently contested in good
faith by appropriate proceedings and for which adequate reserves shall have
been set aside on the appropriate books, but only so long as no Lien shall
attach with respect thereto and no foreclosure, distraint, sale or similar
proceedings shall have been commenced. The Borrower shall, and shall cause
each Subsidiary of the Borrower to, timely file all information returns (or
extensions of such filing deadlines) required by federal, state or local tax
authorities.

Section 5.7 Visits and Inspections. The Borrower shall, and
shall cause each Subsidiary of the Borrower to, promptly permit representatives
of the Administrative Lender or any Lender from time to time after reasonable
notice by the Administrative Lender or any Lender to (a) visit and inspect the
properties of the Borrower and its Subsidiaries as often as the Administrative
Lender or any Lender shall reasonably deem advisable, (b) audit, inspect and
make extracts from and copies of the Borrower's and each such Subsidiary's
books and records, and (c) discuss with the Borrower's and each such
Subsidiary's appropriate directors, officers, employees and auditors its
business, assets, liabilities, financial positions, results of operations and
business prospects, provided that such representatives of the Administrative
Lender or any Lender shall keep confidential all information obtained pursuant
to this Section 5.7 to the extent required by Section 11.14. The Borrower
shall pay the reasonable expenses related to up to

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66
three (3) such inspections and audits performed by the Administrative Lender
per twelve-month period. Prior to the occurrence of an Event of Default, all
such visits and inspections shall be conducted during normal business hours.
Following the occurrence and during the continuance of an Event of Default,
such visits and inspections shall be conducted at any time requested by the
Administrative Lender or any Lender without any requirement for reasonable
notice.

Section 5.8 Use of Proceeds. The proceeds of the Advances and
the Letters of Credit shall be used by the Borrower (a) to refinance certain
existing debt of the Borrower and its Subsidiaries, (b) to finance Acquisitions
permitted under Section 7.6 hereof, (c) to finance eligible mortgage loans, (d)
to finance the ongoing working capital and general corporate requirements of
the Borrower and its Subsidiaries, and (e) for other legitimate corporate
purposes not otherwise prohibited hereunder.

SECTION 5.9 INDEMNITY.

(a) THE BORROWER AGREES TO DEFEND, PROTECT, INDEMNIFY AND HOLD
HARMLESS THE ADMINISTRATIVE LENDER, EACH LENDER, EACH OF THEIR RESPECTIVE
AFFILIATES, AND EACH OF THEIR RESPECTIVE (INCLUDING SUCH AFFILIATES') OFFICERS,
DIRECTORS, EMPLOYEES, AGENTS, ATTORNEYS, SHAREHOLDERS AND CONSULTANTS
(INCLUDING, WITHOUT LIMITATION, THOSE RETAINED IN CONNECTION WITH THE
SATISFACTION OR ATTEMPTED SATISFACTION OF ANY OF THE CONDITIONS SET FORTH
HEREIN) OF EACH OF THE FOREGOING (COLLECTIVELY, "INDEMNITEES") FROM AND AGAINST
ANY AND ALL LIABILITIES, OBLIGATIONS, LOSSES, DAMAGES, PENALTIES, ACTIONS,
PROCEEDINGS (WHETHER CIVIL OR CRIMINAL), JUDGMENTS, SUITS, CLAIMS, REASONABLE
COSTS, REASONABLE EXPENSES AND REASONABLE DISBURSEMENTS OF ANY KIND OR NATURE
WHATSOEVER (INCLUDING, WITHOUT LIMITATION, THE REASONABLE FEES AND
DISBURSEMENTS OF COUNSEL FOR SUCH INDEMNITEES IN CONNECTION WITH ANY
INVESTIGATIVE, ADMINISTRATIVE OR JUDICIAL PROCEEDING, WHETHER OR NOT SUCH
INDEMNITEES SHALL BE DESIGNATED A PARTY THERETO), IMPOSED ON, INCURRED BY, OR
ASSERTED AGAINST SUCH INDEMNITEES (WHETHER DIRECT, INDIRECT OR CONSEQUENTIAL
AND WHETHER BASED ON ANY FEDERAL, STATE, OR LOCAL LAWS AND REGULATIONS, UNDER
COMMON LAW OR AT EQUITABLE CAUSE, OR ON CONTRACT, TORT OR OTHERWISE, ARISING
FROM OR CONNECTED WITH THE PAST, PRESENT OR FUTURE OPERATIONS OF THE BORROWER,
ITS SUBSIDIARIES OR THEIR RESPECTIVE PREDECESSORS IN INTEREST, OR THE PAST,
PRESENT OR FUTURE ENVIRONMENTAL CONDITION OF PROPERTY OF THE BORROWER OR ITS
SUBSIDIARIES), RELATING TO OR ARISING OUT OF THIS AGREEMENT, THE OTHER LOAN
DOCUMENTS, OR ANY ACT, EVENT OR TRANSACTION OR ALLEGED ACT, EVENT OR
TRANSACTION RELATING OR ATTENDANT THERETO, THE MANAGEMENT OF THE ADVANCES OR
LETTERS OF CREDIT, INCLUDING IN CONNECTION WITH, OR AS A RESULT, IN WHOLE OR IN
PART,

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OF ANY ORDINARY OR MERE NEGLIGENCE OF ADMINISTRATIVE LENDER OR ANY LENDER
(OTHER THAN THOSE MATTERS RAISED EXCLUSIVELY BY A PARTICIPANT OR OTHER LENDER
AGAINST THE ADMINISTRATIVE LENDER OR ANY LENDER AND NOT THE BORROWER OR ANY OF
ITS SUBSIDIARIES), OR THE USE OR INTENDED USE OF THE PROCEEDS OF THE ADVANCES
OR LETTERS OF CREDIT HEREUNDER, OR IN CONNECTION WITH ANY INVESTIGATION OF ANY
POTENTIAL MATTER COVERED HEREBY, OR THE PROJECTS, OR ANY LENDER'S STATUS BY
VIRTUE OF THE ASSIGNMENT OF PLEDGED DOCUMENTS, OR ANY ACT OR OMISSION BY THE
BORROWER, ANY OF ITS SUBSIDIARIES, THE CUSTODIAN OR THE SERVICING AGENT, OR THE
EMPLOYEES OR AGENTS OF ANY OF THEM, OR ANY ACT OR OMISSION BY ALL BROKERS,
AGENTS OR OTHER SALESMEN OF TIME-SHARE INTERESTS, BUT EXCLUDING (I) ANY CLAIM
OR LIABILITY THAT ARISES AS THE RESULT OF THE GROSS NEGLIGENCE OR WILFUL
MISCONDUCT OF ANY INDEMNITEE, AS FINALLY JUDICIALLY DETERMINED BY A COURT OF
COMPETENT JURISDICTION, AND (II) MATTERS RAISED BY ONE LENDER OR PARTICIPANT
AGAINST ANOTHER LENDER OR PARTICIPANT OR BY ANY SHAREHOLDERS OF A LENDER OR A
PARTICIPANT AGAINST A LENDER OR A PARTICIPANT OR THE RESPECTIVE MANAGEMENT OF
SUCH LENDER OR PARTICIPANT (COLLECTIVELY, "INDEMNIFIED MATTERS"). TO THE
EXTENT THAT ANY INDEMNIFIED MATTER INVOLVES ONE OR MORE INDEMNITEES, SUCH
INDEMNITEES SHALL USE THE SAME LEGAL COUNSEL UNLESS ANY INDEMNITEE IN ITS
REASONABLE DISCRETION DETERMINES THAT CONFLICTS EXIST OR MAY ARISE IN
CONNECTION WITH SUCH REPRESENTATION.

(b) WITHOUT DUPLICATION, THE BORROWER SHALL PERIODICALLY, UPON
REQUEST, REIMBURSE EACH INDEMNITEE FOR ITS REASONABLE LEGAL AND OTHER ACTUAL
REASONABLE EXPENSES (INCLUDING THE REASONABLE COST OF ANY INVESTIGATION AND
PREPARATION) INCURRED IN CONNECTION WITH ANY INDEMNIFIED MATTER. THE
REIMBURSEMENT, INDEMNITY AND CONTRIBUTION OBLIGATIONS UNDER THIS SECTION SHALL
BE IN ADDITION TO ANY LIABILITY WHICH THE BORROWER MAY OTHERWISE HAVE, SHALL
EXTEND UPON THE SAME TERMS AND CONDITIONS TO EACH INDEMNITEE, AND SHALL BE
BINDING UPON AND INURE TO THE BENEFIT OF ANY SUCCESSORS, ASSIGNS, HEIRS AND
PERSONAL REPRESENTATIVES OF THE BORROWER, THE ADMINISTRATIVE LENDER, THE
LENDERS AND ALL OTHER INDEMNITEES. THIS SECTION SHALL SURVIVE ANY TERMINATION
OF THIS AGREEMENT AND PAYMENT OF THE OBLIGATIONS.

Section 5.10 Environmental Law Compliance. The use which the
Borrower or any Subsidiary of the Borrower intends to make of any real property
which is owned or leased by it will not result in the disposal or other release
of any hazardous substance or solid waste on or to such real property which is
in violation of Applicable Environmental Laws, the effect of which could
reasonably be expected to have a Material Adverse Effect. As used herein, the

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terms "hazardous substance" and "release" as used in this Section shall have
the meanings specified in CERCLA (as defined in the definition of Applicable
Environmental Laws), and the terms "solid waste" and "disposal" shall have the
meanings specified in RCRA (as defined in the definition of Applicable
Environmental Laws); provided, however, that if CERCLA or RCRA is amended so as
to broaden or lessen the meaning of any term defined thereby, such broader or
lesser meaning shall apply subsequent to the effective date of such amendment;
and provided further, to the extent that any other law applicable to the
Borrower, any Subsidiary or any of their respective properties establishes (to
the exclusion of the applicability of CERCLA and RCRA) a meaning for "hazardous
substance," "release," "solid waste," or "disposal" which is broader or lesser
than that specified in either CERCLA or RCRA, such broader or lesser meaning
shall apply. The Borrower agrees to indemnify and hold the Administrative
Lender and each Lender harmless from and against, and to reimburse them with
respect to, any and all claims, demands, causes of action, loss, damage,
liabilities, reasonable costs and reasonable expenses (including reasonable
attorneys' fees and courts costs) of any kind or character, known or unknown,
fixed or contingent, asserted against or incurred by any of them at any time
and from time to time by reason of or arising out of (a) the failure of the
Borrower or any Subsidiary to perform any of their obligations hereunder
regarding asbestos or Applicable Environmental Laws, (b) any violation on or
before the Release Date of any Applicable Environmental Law in effect on or
before the Release Date, and (c) any act, omission, event or circumstance
existing or occurring on or prior to the Release Date (including without
limitation the presence on such real property or release from such real
property of hazardous substances or solid wastes disposed of or otherwise
released on or prior to the Release Date), resulting from or in connection with
the ownership of the real property, regardless of whether the act, omission,
event or circumstance constituted a violation of any Applicable Environmental
Law at the time of its existence or occurrence; provided that, the Borrower
shall not be under any obligation to indemnify the Administrative Lender or any
Lender to the extent that any such liability arises as the result of the gross
negligence or wilful misconduct of such Person, as finally judicially
determined by a court of competent jurisdiction. The provisions of this
paragraph shall survive the Release Date and shall continue thereafter in full
force and effect.

Section 5.11 Further Assurances. At any time or from time to time
upon request by the Administrative Lender, the Borrower or any Subsidiary of
the Borrower shall execute and deliver such further documents and do such other
acts and things as the Administrative Lender may reasonably request in order to
effect fully the purposes of this Agreement and the other Loan Documents and to
provide for payment of the Obligations in accordance with the terms of this
Agreement and the other Loan Documents. Without limiting the generality of the
foregoing, the Borrower agrees to (a) update and deliver to the Administrative
Lender supplements to Schedules 3 and 4 hereto at the time of delivery of the
financial statements set forth in Sections 6.1 and 6.2 hereof if the
information provided therein is not complete and correct, and (b) update and
deliver to the Administrative Lender Schedule 1 to the Security Agreements
promptly upon discovery that the information provided therein is not complete
and correct.

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Section 5.12 Management of Projects. To the maximum extent that
the Borrower and/or any Subsidiary of the Borrower has the right, power or
authority (whether as a matter of contract, at law or otherwise) to do so, the
Borrower shall, and shall cause each of its Subsidiaries to, maintain managers
and management contracts with respect to each Project which are reasonably
satisfactory to the Administrative Lender; provided, however, that the Borower
and each Subsidiary of the Borrower shall be deemed to be reasonably
satisfactory to the Administrative Lender as managers of the Projects for
purposes of this Section 5.12. The Borrower shall not change the manager of
any Project (except to the extent that the Borrower replaces the existing
manager with a manager that is a Subsidiary of the Borower) or materially
amend, modify or waive any provision of or terminate the management contract
for any Project without the prior written consent of the Administrative Lender.

Section 5.13 Obligations to Purchasers. The Borrower shall, and
shall cause each of its Subsidiaries to, fulfill all obligations to the
Purchasers under Eligible Notes Receivable which are used in making the
Borrowing Base computations or otherwise constitute part of the Collateral.

Section 5.14 Owners Associations. The Borrower shall, and shall
cause each of its Subsidiaries to, cause each Purchaser to automatically be a
member of each Project's owners association or associations, if any, and shall
be entitled to vote on the affairs thereof (subject, however, to any
preferential voting rights in favor of the Borrower or any of its Subsidiaries
as permitted under applicable time- share Laws). Each such owners association
shall have the authority to fix and levy pro rata upon each Purchaser annual
assessments to cover the costs of maintaining and operating such Project
(including, without limitation, taxes and assessments not levied by the
appropriate taxing authority directly against owners of Time-Share Interests)
and to establish a reasonable reserve for improvements, the replacement of
property and furnishings, and contingencies. If the Borrower or any of its
Subsidiaries controls an owners association, the Borrower or any of its
Subsidiaries will while it controls such association: (i) cause such owners
association to discharge timely and completely its obligations under such
Project's governing documents and maintain the reserve described above and (ii)
to the extent requested to do so by the Administrative Lender, pay or loan to
such owners association, not less often than is necessary to provide sufficient
funding for such owners association in order to maintain, preserve and maximize
the ownership, quality, safety, marketability, value and appearance of the
applicable Project, the difference between (A) the cumulative total amount of
the maintenance and operating expenses incurred by such association, together
with the amount of any installment of real property taxes currently due and
payable with respect to such Project not directly levied against owners of
Time-Share Interests, through the end of the calendar month preceding the month
in which such payment or loan is made and (B) the cumulative total amount of
assessments (less amounts thereof allocated to reserve expenses) payable to the
association by Time-Share Interest owners other than the Borrower or its
Subsidiaries, as appropriate, through the end of the calendar month preceding
the month in which such payment or loan is made.

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Section 5.15 Note Receivable Information. The Borrower shall, and
shall cause each of its Subsidiaries to, maintain accurate and complete files
relating to the Notes Receivable with respect to the Projects and other
Collateral, and such files will contain copies of each Note Receivable, copies
of all relevant credit memoranda relating to such Notes Receivable and all
collection information and correspondence related thereto.

Section 5.16 Maintenance of Borrowing Base. The Borrower shall,
and shall cause each of its Restricted Subsidiaries to, at all times maintain
the Borrowing Base at an amount equal to or greater than the aggregate
principal amount of all outstanding Revolving Credit Advances, Swing Line
Advances and Reimbursement Obligations. Without waiving or otherwise modifying
the foregoing requirements of this Section 5.16, if any Note Receivable is
included in the Borrowing Base as an Eligible Note Receivable and such Note
Receivable thereafter fails to meet the criteria for inclusion as an Eligible
Note Receivable, the Borrower shall have the right to obtain a release of the
nonqualifying Note Receivable from the Liens hereunder in favor of the
Administrative Lender and the Lenders if immediately prior to, and after giving
effect to, such proposed release, (i) the Borrower is in compliance with the
requirements of this Section 5.16, and (ii) no Default or Event of Default
exists hereunder or under any of the other Loan Documents. Without waiving or
otherwise modifying the foregoing requirements of this Section 5.16, if any
Note Receivable is included as Collateral hereunder and such Note Receivable is
thereafter included in a Securitization, the Borrower shall have the right to
obtain a release of such Note Receivable from the Liens hereunder in favor of
the Administrative Lender and the Lenders if immediately prior to, and after
giving effect to, such proposed release, (i) the Borrower is in compliance with
the requirements of this Section 5.16, and (ii) no Default or Event of Default
exists hereunder or under any of the other Loan Documents. Without waiving or
otherwise modifying the foregoing requirements of this Section 5.16, if a Note
Receivable is not past-due or otherwise in default and such Note Receivable
ceases to qualify as an Eligible Note Receivable solely by virtue of (i) the
reduction of the amount of any scheduled payment(s) with respect thereto or
(ii) the extension of the maturity date thereof, a Note Receivable received by
the Borrower or a Restricted Subsidiary in substitution or replacement therefor
shall not fail to qualify as an Eligible Note Receivable solely by virtue of
the fact that the Purchaser in respect of such substitution or replacement Note
Receivable has not made at least the first regularly scheduled payment due
thereon.

ARTICLE 6

Information Covenants

So long as any of the Obligations are outstanding and unpaid or any
Commitment is outstanding (whether or not the conditions to borrowing have been
or can be fulfilled), the Borrower shall furnish or cause to be furnished to
each Lender or shall notify each Lender of the following events:

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Section 6.1 Borrowing Base Report. Within 15 days after the end
of each month of each fiscal year, the Borrowing Base Report setting forth (a)
a certification of Eligible Notes Receivable, (b) calculation of the Borrowing
Base, and (c) an asset portfolio report in form and substance satisfactory to
the Administrative Lender.

Section 6.2 Eligible Notes Receivable Report. Within 30 days
after the second fiscal quarter and the last fiscal quarter of each fiscal
year, a report showing through the end of such fiscal quarter, (a) the opening
and closing balances on each Eligible Note Receivable, (b) all payments
received on each Eligible Note Receivable allocated to interest, principal,
late charges, taxes or the like, (c) the average rate of interest for all
Eligible Notes Receivable, (d) an itemization of delinquencies, prepayments and
any other adjustments for each Eligible Note Receivable, (e) the average down
payment received with respect to all Eligible Notes Receivable, and (g) the
nature and status of any claims asserted or legal action pending with respect
to any Eligible Note Receivable.

Section 6.3 Quarterly Financial Statements and Information.

(a) Within 45 days after the end of each fiscal quarter of each
fiscal year, the consolidated and consolidating balance sheets of the Borrower
and its Subsidiaries as at the end of such fiscal quarter and the related
consolidated and consolidating statements of income for such fiscal quarter and
for the elapsed portion of the year ended with the last day of such fiscal
quarter, and consolidated and consolidating statements of cash flow for the
elapsed portion of the year ended with the last day of such fiscal quarter, all
of which shall be certified by the president, chief financial officer or
treasurer of the Borrower, to, in his or her opinion acting solely in his or
her capacity as an officer of the Borrower, present fairly in all material
respects, in accordance with GAAP (except for the absence of footnotes), the
financial position and results of operations of the Borrower and its
Subsidiaries as at the end of and for such fiscal quarter, and for the elapsed
portion of the year ended with the last day of such fiscal quarter, subject
only to normal year-end adjustments.

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(b) Within 45 days after the end of each fiscal quarter of each
fiscal year, the consolidated and consolidating balance sheets of the Borrower
and the Restricted Subsidiaries as at the end of such fiscal quarter and the
related consolidated and consolidating statements of income for such fiscal
quarter and for the elapsed portion of the year ended with the last day of such
fiscal quarter, and consolidated and consolidating statements of cash flow for
the elapsed portion of the year ended with the last day of such fiscal quarter,
all of which shall be certified by the president, chief financial officer or
treasurer of the Borrower, to, in his or her opinion acting solely in his or
her capacity as an officer of the Borrower, present fairly in all material
respects, in accordance with GAAP (except for the absence of footnotes), the
financial position and results of operations of the Borrower and the Restricted
Subsidiaries as at the end of and for such fiscal quarter, and for the elapsed
portion of the year ended with the last day of such fiscal quarter, subject
only to normal year-end adjustments.

Section 6.4 Annual Financial Statements and Information;
Certificate of No Default.
(a) Within 90 days after the end of each fiscal year, a copy of
(i) the consolidated and consolidating balance sheets of the Borrower and its
Subsidiaries, as of the end of the current and prior fiscal years and (ii) the
consolidated and consolidating statements of earnings and consolidated
statements of changes in shareholders' equity, and statements of cash flow as
of and through the end of such fiscal year, all of which are prepared in
accordance with GAAP, and certified by independent certified public accountants
reasonably acceptable to the Lenders (provided, however, any former big six
public accounting firm shall be acceptable to the Lenders), whose opinion shall
be in scope and substance in accordance with generally accepted auditing
standards and shall be unqualified as to scope of audit and going concern.

(b) Within 90 days after the end of each fiscal year, a copy of
(i) the consolidated and consolidating balance sheets of the Borrower and the
Restricted Subsidiaries, as of the end of the current and prior fiscal years
and (ii) the consolidated and consolidating statements of earnings and
consolidated statements of changes in shareholders' equity, and statements of
cash flow as of and through the end of such fiscal year, all of which shall be
certified by the president, chief financial officer or treasurer of the
Borrower, to, in his or her opinion acting solely in his or her capacity as an
officer of the Borrower, conform to the presentation of the audited financial
statements to be delivered pursuant to Section 6.4(a) hereof and to present
fairly in all material respects, in accordance with GAAP (except for the
absence of footnotes), the financial position and results of operations of the
Borrower and the Restricted Subsidiaries as at the end of and for such fiscal
year.

(c) As soon as available, but in any event within 30 days after
December 31, 1997 and within 30 days after the end of each fiscal year
thereafter, a copy of the annual consolidated financial projections (including
pro forma income statements, balance sheets and statements of cash flow) of the
Borrower and the Restricted Subsidiaries for the succeeding fiscal year.

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Section 6.5 Compliance Certificate. At the time financial
statements are furnished pursuant to Sections 6.3 and 6.4 hereof, the
Compliance Certificate, completed as provided therein, executed by the
president, the chief financial officer, or treasurer of the Borrower.

Section 6.6 Copies of Other Reports and Notices.

(a) Promptly upon their becoming available, a copy of (i) all
material final reports or letters submitted to the Borrower or any Subsidiary
of the Borrower by accountants in connection with any annual, interim or
special audit, including without limitation any final report prepared in
connection with the annual audit referred to in Section 6.2 hereof, and, if
requested by the Administrative Lender, any other comment letter submitted to
management in connection with any such audit, (ii) each financial statement,
report, notice or proxy statement sent by the Borrower to stockholders
generally, (iii) each regular, periodic or other report and any registration
statement (other than statements on Form S-8) or prospectus (or material
written communication in respect of any thereof) filed by the Borrower or any
Subsidiary of the Borrower with any securities exchange, with the Securities
and Exchange Commission or any successor agency, (iv) all press releases
concerning material financial aspects of the Borrower or any Subsidiary of the
Borrower, and (v) forms of Purchase Documents and, to the extent requested by
the Administrative Lender, other documents being used in connection with the
Projects to the extent different from those delivered pursuant to Section
3.1(l) hereof;

(b) Promptly upon becoming aware (i) that the holder(s) of any
note(s) or other evidence of indebtedness or other security of the Borrower or
any Subsidiary of the Borrower in excess of $500,000 in the aggregate has given
notice or taken any action with respect to a breach, failure to perform,
claimed default or event of default thereunder, (ii) of the occurrence or
non-occurrence of any event which constitutes or which with the passage of time
or giving of notice or both could constitute a material breach by the Borrower
or any Subsidiary of the Borrower under any material agreement or instrument
other than this Agreement to which the Borrower or any Subsidiary of the
Borrower is a party or by which any of their respective properties may be
bound, or (iii) of any event, circumstance or condition which could reasonably
be expected to be classified as a Material Adverse Effect, a written notice
specifying the details thereof (or the nature of any claimed default or event
of default) and what action is being taken or is proposed to be taken with
respect thereto;

(c) Promptly upon becoming aware that any party to any Capitalized
Lease Obligations or Operating Lease, in each case, in excess of $500,000, has
given notice or taken any action with respect to a breach, failure to perform,
claimed default or event of default thereunder, a written notice specifying the
details thereof (or the nature of any claimed default or event of default) and
what action is being taken or is proposed to be taken with respect thereto;

(d) Promptly upon receipt thereof, information with respect to and
copies of any notices received from any Tribunal relating to any order, ruling,
law, information or policy that relates to a breach of or noncompliance with
any Law, or could reasonably be expected to result

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in the payment of money by the Borrower or any Subsidiary of the Borrower in an
amount of $500,000 or more in the aggregate, or otherwise have a Material
Adverse Effect, or result in the loss or suspension of any Necessary
Authorization where such loss could reasonably be expected to have a Material
Adverse Effect; and

(e) From time to time and promptly upon each request, such data,
certificates, reports, statements, documents or further information regarding
the assets, business, liabilities, financial position, projections, results of
operations or business prospects of the Borrower and its Subsidiaries, as the
Administrative Lender or any Lender may reasonably request.

Section 6.7 Notice of Litigation, Default and Other Matters.
Prompt notice of the following events after the Borrower has knowledge or
notice thereof:

(a) The commencement of all Litigation and investigations by or
before any Tribunal, and all actions and proceedings in any court or before any
arbitrator involving claims (i) for damages (including punitive damages) in
excess of $500,000 (after deducting the amount with respect to the Borrower or
any Subsidiary of the Borrower is insured), against or in any other way
relating directly to the Borrower, any Subsidiary of the Borrower, or any of
their respective properties or businesses or (ii) which otherwise could affect
any Collateral and which could reasonably be expected to have a Material
Adverse Effect; and

(b) Promptly upon the happening of any condition or event of which
the Borrower has current actual knowledge which constitutes a Default, a
written notice specifying the nature and period of existence thereof and what
action is being taken or is proposed to be taken with respect thereto.

Section 6.8 ERISA Reporting Requirements.

(a) Promptly and in any event (i) within 30 days after the
Borrower or any member of its Controlled Group has current actual knowledge
that any ERISA Event described in clause (a) of the definition of ERISA Event
or any event described in Section 4063(a) of ERISA with respect to any Plan of
the Borrower or any member of its Controlled Group has occurred, and (ii)
within 10 days after the Borrower or any member of its Controlled Group has
current actual knowledge that any other ERISA Event with respect to any Plan of
the Borrower or any member of its Controlled Group has occurred or a request
for a minimum funding waiver under Section 412 of the Code has been made with
respect to any Plan of the Borrower or any member of its Controlled Group, a
written notice describing such event and describing what action is being taken
or is proposed to be taken with respect thereto, together with a copy of any
notice of such event that is given to the PBGC;

(b) Promptly and in any event within three Business Days after
receipt thereof by the Borrower or any member of its Controlled Group from the
PBGC, copies of each notice received by the Borrower or any member of its
Controlled Group of the PBGC's intention to terminate any Plan or to have a
trustee appointed to administer any Plan;

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(c) Promptly and in any event within 30 days after the filing
thereof by the Borrower or any member of its Controlled Group with the United
States Department of Labor or the Internal Revenue Service, copies of each
annual report (including Schedule B thereto, if applicable) with respect to
each Plan subject to Title IV of ERISA of which Borrower or any member of its
Controlled Group is the "plan sponsor";

(d) Promptly, and in any event within 10 Business Days after
receipt thereof, a copy of any correspondence the Borrower or any member of its
Controlled Group receives from the Plan Sponsor (as defined by Section
4001(a)(10) of ERISA) of any Plan concerning potential withdrawal liability
pursuant to Section 4219 or 4202 of ERISA, and a statement from the chief
financial officer of the Borrower or such member of its Controlled Group
setting forth details as to the events giving rise to such potential withdrawal
liability and the action which the Borrower or such member of its Controlled
Group is taking or proposes to take with respect thereto;

(e) Notification within 30 days of any material increases in the
benefits provided under any existing Plan which is not a Multiemployer Plan, or
the establishment of any new Plans, or the commencement of contributions to any
Plan to which the Borrower or any member of its Controlled Group was not
previously contributing, which could reasonably be expected in any such case to
result in an additional material liability to the Borrower;

(f) Notification within three Business Days after the Borrower or
any member of its Controlled Group knows that the Borrower or any such member
of its Controlled Group has filed or intends to file a notice of intent to
terminate any Plan under a distress termination within the meaning of Section
4041(c) of ERISA and a copy of such notice; and

(g) Within three Business Days after receipt of written notice of
commencement thereof, notice of all actions, suits and proceedings before any
court or governmental department, commission, board, bureau, agency or
instrumentality, domestic or foreign, affecting the Borrower or any member of
its Controlled Group with respect to any Plan, except those which, in the
aggregate, could not reasonably be expected to have a Material Adverse Effect.

ARTICLE 7

Negative Covenants

So long as any of the Obligations are outstanding and unpaid or any
Commitment is outstanding (whether or not the conditions to borrowing have been
or can be fulfilled):

Section 7.1 Indebtedness. The Borrower shall not, and shall not
permit any Restricted Subsidiary to, create, assume, incur or otherwise become
or remain obligated in respect of, or permit to be outstanding, or suffer to
exist any Indebtedness, except:

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(a) Indebtedness under the Loan Documents; and

(b) Other Indebtedness, if, and only to the extent that,
immediately prior to, and after giving effect to, the incurrence of such
Indebtedness, no Default or Event of Default exists.

Section 7.2 Liens. The Borrower shall not, and shall not permit
any Restricted Subsidiary to, create, assume, incur, permit or suffer to exist,
directly or indirectly, any Lien on any of its assets, whether now owned or
hereafter acquired, except Permitted Liens.

Section 7.3 Investments. The Borrower shall not, and shall not
permit any Restricted Subsidiary to, make any Investment, except that the
Borrower and any Restricted Subsidiary may purchase or otherwise acquire and
own:

(a) Cash and Cash Equivalents;

(b) Accounts receivable that arise in the ordinary course of
business and are payable on standard terms;

(d) Investments which are Acquisitions permitted pursuant to
Section 7.6 hereof;

(e) Investments in the form of Hedge Agreements entered into with
any Lender;

(f) Investments in Subsidiaries of the Borrower which are
Restricted Subsidiaries;

(g) Guaranties of Indebtedness (i) of any Person other than the
Borrower or a Restricted Subsidiary to the extent that (x) the aggregate amount
of such Guaranties by the Borrower and the Restricted Subsidiaries does not
exceed ten percent (10%) of the combined total assets of the Borrower and the
Restricted Subsidiaries and (y) immediately prior to and after giving effect to
any such proposed Guaranty there shall not exist a Default or Event of Default
and (ii) of the Borrower or of a Restricted Subsidiary to the extent that such
Guaranty, and the Indebtedness guaranteed thereby, are permitted by Section 7.1
hereof;

(h) Investments in joint ventures provided that (i) immediately
prior to and after giving effect to any such proposed Investment there shall
not exist a Default or Event of Default, (ii) the Administrative Lender shall
have received at least 10 Business Days prior to the date of such Investment a
Compliance Certificate setting forth the covenant calculations, both
immediately prior to and after giving effect to the proposed Investment, and
(iii) the joint venture shall be in the business described in Schedule 4.1(d)
hereof or other activities directly related thereto;

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(i) Investments in, or with respect to, any Person other than the
Borrower or a Restricted Subsidiary to the extent that (i) the aggregate amount
of such Investments by the Borrower and the Restricted Subsidiaries does not at
any time exceed ten percent (10%) of the combined total assets of the Borrower
and the Restricted Subsidiaries and (ii) immediately prior to and after giving
effect to any such proposed Investment there shall not exist a Default or Event
of Default; and

(j) Other Investments not to exceed $7,500,000 in the aggregate
amount outstanding at any time.

Section 7.4 Liquidation, Merger. The Borrower shall not, and
shall not permit any Restricted Subsidiary to, at any time:

(a) liquidate or dissolve itself (or suffer any liquidation or
dissolution) or otherwise wind up, except that a Restricted Subsidiary may
liquidate or dissolve into the Borrower or a Restricted Subsidiary; or

(b) enter into any merger or consolidation unless (i) with respect
to a merger or consolidation involving the Borrower, the Borrower shall be the
surviving corporation, or if the merger or consolidation involves a Restricted
Subsidiary and not the Borrower, such Restricted Subsidiary shall be the
surviving corporation, (ii) such transaction shall not be utilized to
circumvent compliance with any term or provision herein and (iii) no Default or
Event of Default shall then be in existence or occur as a result of such
transaction.

Section 7.5 Sales of Assets. The Borrower shall not, and shall
not permit any Restricted Subsidiary to, sell, lease, transfer or otherwise
dispose of, any of its assets except (a) inventory and Time-Share Interests in
the ordinary course of business, (b) obsolete or worn- out assets, (c) sales of
tangible assets in which the Net Cash Proceeds from the disposition thereof are
reinvested, within 90 days before or after such disposition, in productive
tangible assets of a similar nature of the Borrower and the Restricted
Subsidiaries, (d) asset sales between Obligors, (e) sales of Notes Receivable
(other than Notes Receivable included as Collateral hereunder) to unrelated
third parties for full and fair consideration, (f) other asset sales not to
exceed $5,000,000 in the aggregate amount during any one fiscal year and (g)
other dispositions that constitute grants by the Borrower or a Restricted
Subsidiary of Permitted Liens.

Section 7.6 Acquisitions. The Borrower shall not, and shall not
permit any Restricted Subsidiary to, make any Acquisitions; provided, however,
if immediately prior to and after giving effect to the proposed Acquisition
there shall not exist a Default or Event of Default, the Borrower or any
Restricted Subsidiary may make Acquisitions so long as (i) such Acquisition
shall not be opposed by the board of the directors of the Person being
acquired, (ii) Lenders shall have received written notice at least 10 Business
Days prior to the date of such Acquisition, (iii) the Administrative Lender
shall have received at least 10 Business Days prior to the date of such
Acquisition a Compliance Certificate setting forth the covenant calculations
both immediately prior to and after giving effect to the proposed Acquisition,
(iv) the assets, property

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or business acquired shall be in the business described in Section 4.1(d)
hereof and, (v) either (x) contemporaneously with the consummation of such
Acquisition, the Person being acquired shall become a Restricted Subsidiary or
(y) such Acquisition would be permitted as an Investment under Section 7.3(i).

Section 7.7 Capital Expenditures. The Borrower shall not, and
shall not permit any Restricted Subsidiary to, make or commit to make any
Capital Expenditures during any fiscal year in an aggregate amount in excess of
$10,000,000.

Section 7.8 Restricted Payments. The Borrower shall not, and
shall not permit any Restricted Subsidiary to, directly or indirectly declare,
pay or make any Restricted Payments except (a) Dividends payable by a
Restricted Subsidiary to the Borrower or to a Guarantor, (b) scheduled payments
of principal and interest on the Subordinated Debt; provided, however, the
Borrower shall not, and shall not permit any Restricted Subsidiary to, declare,
pay or make any Restricted Payments permitted by clauses (a) and/or (b) of this
Section 7.8 unless there shall exist no Default or Event of Default prior to or
after giving effect to any such proposed Restricted Payment, and (c) Dividends
payable by the Borrower in respect of its Capital Stock, if, and to the extent
that, (i) no Default or Event of Default shall exist prior to or after giving
effect to the declaration and/or payment of any such Dividend(s) and (ii) the
aggregate amount of all such Dividends declared and/or paid by the Borrower
during any fiscal year of the Borrower does not exceed the sum of (x)
$10,000,000, plus (y) 50% of the Net Income of the Borrower (excluding from the
calculation thereof any Net Income attributable to any Subsidiary of the
Borrower other than the Restricted Subsidiaries) for the immediately preceding
fiscal year of the Borrower.

Section 7.9 Affiliate Transactions. The Borrower shall not, and
shall not permit any Restricted Subsidiary to, at any time engage in any
transaction with an Affiliate other than in the ordinary course of business and
on terms no less advantageous to the Borrower or such Restricted Subsidiary
than would be the case if such transaction had been effected with a
non-Affiliate. The Borrower shall not, and shall not permit any Restricted
Subsidiary to, incur or suffer to exist any Indebtedness, or any Guaranty of
any such Indebtedness, to any Affiliate, unless such Affiliate shall (i) be a
Restricted Subsidiary, (ii) subordinate the payment and performance thereof to
the Obligations on terms and conditions and pursuant to documentation
satisfactory to the Determining Lenders or (iii) pledge the applicable
Indebtedness to the Administrative Lender pursuant to documentation acceptable
to the Administrative Lender.

Section 7.10 Compliance with ERISA. The Borrower shall not, and
shall not permit any Subsidiary to, directly or indirectly, or permit any
member of its Controlled Group to directly or indirectly, (a) terminate any
Plan so as likely to result in any material (in the reasonable opinion of the
Determining Lenders) liability to the Borrower or any member of its Controlled
Group taken as a whole, (b) permit to exist any ERISA Event, or any other event
or condition with respect to a Plan which could reasonably be expected to have
a Material Adverse Effect, (c) make a complete or partial withdrawal (within
the meaning of Section 4201 of ERISA) from any Multiemployer Plan so as likely
to result in any material (in the reasonable

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opinion of the Determining Lenders) liability to the Borrower or any member of
its Controlled Group taken as a whole, (d) enter into any new Plan or modify
any existing Plan so as to increase its obligations thereunder which could
reasonably be expected to have a Material Adverse Effect, or (e) permit the
present value of all benefit liabilities, as defined in Title IV of ERISA,
under any Plan (other than a Multiemployer Plan) of the Borrower or any member
of its Controlled Group that is subject to Title IV of ERISA (using the
actuarial assumptions utilized by each such Plan) to exceed the fair market
value of Plan assets allocable to such benefits by more than $200,000, all
determined as of the most recent valuation date for such Plan.

Section 7.11 Minimum Interest Coverage Ratio. The Borrower shall
not permit the Interest Coverage Ratio to be less than 2.50 to 1 at the end of
any fiscal quarter.

Section 7.12 Minimum Tangible Net Worth. The Borrower shall not
permit the Tangible Net Worth to be less than an amount equal to the sum of (a)
$155,000,000, plus (b) 50% of cumulative Net Income of the Borrower and the
Restricted Subsidiaries for the period from, but not including, June 30, 1997
through the date of calculation (but excluding from the calculation of such
cumulative Net Income the effect, if any, of any fiscal quarter (or portion of
a fiscal quarter not then ended) of the Borrower or any Restricted Subsidiary
for which Net Income was a negative number), plus (c) 75% of the Net Cash
Proceeds received by the Borrower after June 30, 1997 as a result of any
offering of Equity or pursuant to any conversion or exchange of convertible
Indebtedness or preferred Capital Stock into common Capital Stock of the
Borrower, plus (d) an amount equal to 75% of the tangible net worth of any
Person that becomes a Restricted Subsidiary or is merged into or consolidated
with the Borrower or any Restricted Subsidiary after June 30, 1997 or
substantially all of the assets of which are acquired by the Borrower or any
Restricted Subsidiary after June 30, 1997, (in each case determined as of the
date that such Person becomes a Restricted Subsidiary or is merged into or
consolidated with the Borrower or a Restricted Subsidiary or that such assets
are so acquired), provided that the purchase price paid therefor is paid in
equity securities of the Borrower or any Subsidiary of the Borrower.

Section 7.13 Maximum Senior Debt to Total Capital. The Borrower
shall not permit the ratio of Senior Debt to Total Capital to exceed 0.35 to 1
at the end of any fiscal quarter.

Section 7.14 Maximum Total Debt to Total Capital. The Borrower
shall not permit the ratio of Total Debt to Total Capital to exceed (a) 0.70 to
1 at December 31, 1997 and (b) 0.65 to 1 at the end of any fiscal quarter
thereafter.

Section 7.15 Sale and Leaseback. The Borrower shall not, and
shall not permit any Subsidiary of the Borrower to, enter into any arrangement
whereby it sells or transfers any of its assets, and thereafter rents or leases
such assets, except to the extent that the fair market value of the asset(s)
covered by all such arrangements entered into during any fiscal year of the
Borrower does not, in the aggregate, exceed $2,000,000.

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Section 7.16 Business. Neither the Borrower nor any Restricted
Subsidiary shall conduct any business other than the business described in
Section 4.1(d) hereof.

Section 7.17 Fiscal Year. The Borrower shall not, and shall not
permit any Restricted Subsidiary to, change its fiscal year except to a fiscal
year ending December 31.

Section 7.18 Amendment of Organizational Documents. The Borrower
shall not, and shall not permit any Restricted Subsidiary to, amend its
articles of incorporation or bylaws (or similar organizational or governance
documents) in any manner that could reasonably be expected to (a) result in a
Material Adverse Effect or (b) impair or affect the Rights of the
Administrative Lender or any Lender under any Loan Documents or in respect of
any Collateral.

Section 7.19 Amendments and Waivers of Subordinated Debt. The
Borrower shall not, and shall not permit any Restricted Subsidiary to, change
or amend (or take any action or fail to take any action the result of which is
an effective amendment or change) or accept any waiver or consent with respect
to, any document, instrument or agreement relating to any Subordinated Debt
that would result in (a) an increase in the principal, interest, overdue
interest, fees or other amounts payable under the Subordinated Debt, (b) an
acceleration in any date fixed for payment or prepayment of principal,
interest, fees or other amounts payable under the Subordinated Debt (including,
without limitation, as a result of any redemption), (c) a reduction in any
percentage of holders of the Subordinated Debt required under the terms of the
Subordinated Debt to take (or refrain from taking) any action under the
Subordinated Debt, (d) a change in any financial covenant under the
Subordinated Debt making such financial covenant more restrictive, (e) a change
in any default or event of default (however designated) under the Subordinated
Debt which makes such default or event of default more restrictive, (f) a
change in the definition of "Change of Control" as provided in the Subordinated
Debt which would result in such definition being more restrictive than such
definition in this Agreement, (g) a change in any of the subordination
provisions of the Subordinated Debt, (h) a change in any covenant, term or
provision in the Subordinated Debt which would result in such term or provision
being more restrictive than the terms of this Agreement and the other Loan
Documents or (i) a change in any term or provision of the Subordinated Debt
that could have, in any material respect, an adverse effect on the interest of
the Lenders.

Section 7.20 Use of Lenders' Name. The Borrower shall not, and
shall not permit any Subsidiary to, use the name of any Lender or any Affiliate
of any Lender in connection with any of their respective businesses or
activities, except in connection with internal business matters, administration
of any of the Advances and as required in dealings with any Tribunal.

Section 7.21 Servicing and Collection Agreement. The Borrower
shall not, and shall not permit any Restricted Subsidiary to, amend, modify or
terminate the Servicing and Collection Agreement; provided, however, that the
Person(s) serving as servicer(s) and/or collector(s) thereunder may be replaced
with other Person(s) who are reasonably acceptable to the Administrative
Lender. The Servicing and Collection Agreement shall be cancelable by the
Administrative Lender upon the occurrence of an Event of Default.

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Section 7.22 Custodial Agreement. The Borrower shall not, and
shall not permit any Restricted Subsidiary to, (a) amend, modify or terminate
the Custodial Agreement or (b) interfere with the Custodian's performance of
its duties under the Custodial Agreement or take any action that would be
inconsistent with the Custodial Agreement.

Section 7.23 Notes Receivable. The Borrower shall not, and shall
not permit any Restricted Subsidiary to, amend, modify or waive any terms of
any Note Receivable included in the Borrowing Base or permit any departure from
the obligations thereunder unless, and only to the extent that, (a) at the time
of any such amendment, modification or waiver, no default, event of default or
breach (howsoever designated) exists under, or with respect to, the applicable
Note Receivable, and (b) either (x) such amendment, modification or waiver does
not, and could not reasonably be expected to, result in such Note Receivable
not constituting an Eligible Note Receivable hereunder or (y) such amendment,
modification or waiver is evidenced by a replacement Note Receivable that is an
Eligible Note Receivable.

ARTICLE 8

Default

Section 8.1 Events of Default. Each of the following shall
constitute an Event of Default, whatever the reason for such event, and whether
voluntary, involuntary, or effected by operation of law or pursuant to any
judgment or order of any court or any order, rule or regulation of any
governmental or non-governmental body:

(a) Any representation or warranty made under any Loan Document
shall prove to have been incorrect or misleading in any material respect when
made;

(b) The Borrower shall fail to pay any (i) principal under any
Note when due or (ii) interest under any Note or any fees payable hereunder or
any other costs, fees, expenses or other amounts payable hereunder or under any
other Loan Document within two Business Days after the date due;

(c) The Borrower or any Restricted Subsidiary shall default in the
performance or observance of any agreement or covenant contained in Section 5.1
or Article 7;

(d) The Borrower or any Restricted Subsidiary shall default in the
performance or observance of any other agreement or covenant contained in this
Agreement not specifically referred to elsewhere in this Section 8.1, and such
default shall not be cured within a period of fifteen days after the earlier of
notice from the Administrative Lender thereof or actual notice thereof by the
Borrower or such Restricted Subsidiary;

(e) There shall occur any default or breach in the performance or
observance of any agreement or covenant in any of the Loan Documents (other
than this Agreement) and such

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default shall not be cured within a period of thirty days after the earlier of
notice from the Administrative Lender thereof or actual notice thereof by an
officer of any Obligor;

(f) There shall be commenced an involuntary proceeding or an
involuntary petition shall be filed in a court having competent jurisdiction
seeking (i) relief in respect of any Obligor or any Subsidiary of the Borrower,
or a substantial part of the property or the assets of such Obligor or
Subsidiary of the Borrower, under Title 11 of the United States Code, as now
constituted or hereafter amended, or any other applicable Federal, state or
foreign bankruptcy law or other similar law, (ii) the appointment of a
receiver, liquidator, assignee, trustee, custodian, sequestrator or similar
official of any Obligor or any Subsidiary of the Borrower, or of any
substantial part of their respective properties, or (iii) the winding-up or
liquidation of the affairs of any Obligor or any Subsidiary of the Borrower,
and any such proceeding or petition shall continue unstayed and in effect for a
period of forty-five days;

(g) Any Obligor or any Subsidiary of the Borrower shall (i) file a
petition, answer or consent seeking relief under Title 11 of the United States
Code, as now constituted or hereafter amended, or any other applicable Federal,
state or foreign bankruptcy law or other similar law, (ii) consent to the
institution of proceedings thereunder or to the filing of any such petition or
to the appointment or taking of possession of a receiver, liquidator, assignee,
trustee, custodian, sequestrator or other similar official of any Obligor or
any Subsidiary of the Borrower or of substantially all of its properties, (iii)
file an answer admitting the material allegations filed against it in any such
proceeding, (iv) make a general assignment for the benefit of creditors, (v)
become unable, admit in writing its ability or fail generally to pay its debts
as they become due, or (vi) any Obligor or any Subsidiary of the Borrower shall
take any corporate action in furtherance of any of the actions described in
this Section 8.1(g);

(h) A final judgment or judgments shall be entered by any court
against any Obligor for the payment of money which exceeds $500,000 in the
aggregate for all Obligors, or a warrant of attachment or execution or similar
process shall be issued or levied against property of any Obligor which,
together with all other such property of the Borrower and its Subsidiaries
subject to any such process, exceeds in value $500,000 in the aggregate, and if
such judgment or award is not insured or, within 30 days after the entry, issue
or levy thereof, such judgment, warrant or process shall not have been paid or
discharged or stayed pending appeal, or if, after the expiration of any such
stay, such judgment, warrant or process shall not have been paid or discharged;

(i) With respect to any Plan of the Borrower or any member of its
Controlled Group: (i) the Borrower, any such member, or any other
party-in-interest or disqualified person (other than any Lender) shall engage
in transactions which in the aggregate would reasonably be expected to result
in a direct or indirect liability to the Borrower or any member of its
Controlled Group under Section 409 or 502 of ERISA or Section 4975 of the Code;
(ii) the Borrower or any member of its Controlled Group shall incur any
accumulated funding deficiency, as defined in Section 412 of the Code, or
request a funding waiver from the Internal Revenue Service for contributions;
(iii) the Borrower or any member of its Controlled Group

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shall incur any withdrawal liability as a result of a complete or partial
withdrawal within the meaning of Section 4203 or 4205 of ERISA, or any other
liability with respect to a Plan, unless the amount of such liability has been
funded within the Plan or pursuant to one or more insurance contracts; (iv) a
termination of a Multiemployer Plan, as defined in Section 1.1 hereof but
without regard to the five-year limitation set forth therein, shall occur
pursuant to Section 4041A of ERISA; (v) the Borrower or any member of its
Controlled Group shall fail to make a required contribution by the due date
under Section 412 of the Code or Section 302 of ERISA which would result in the
imposition of a lien under Section 412 of the Code or Section 302 of ERISA;
(vi) the Borrower, any member of its Controlled Group or any Plan sponsor shall
notify the PBGC of an intent to terminate, or the PBGC shall institute
proceedings to terminate, any Plan (other than a Multiemployer Plan) subject to
Title IV of ERISA; (vii) a Reportable Event shall occur with respect to a Plan
(other than a Multiemployer Plan) subject to Title IV of ERISA, and within 15
days after the reporting of such Reportable Event to the Administrative Lender,
the Administrative Lender shall have notified the Borrower in writing that the
Determining Lenders have made a determination that, on the basis of such
Reportable Event, there are reasonable grounds for the termination of such Plan
by the PBGC or for the appointment by the appropriate United States District
Court of a trustee to administer such Plan and as a result thereof an Event of
Default shall have occurred hereunder; (viii) a trustee shall be appointed by a
court of competent jurisdiction to administer any Plan (other than a
Multiemployer Plan) or the assets thereof; or (ix) any ERISA Event with respect
to a Plan (other than a Multiemployer Plan) subject to Title IV of ERISA shall
have occurred, and 30 days thereafter (A) such ERISA Event, other than such
event described in clause (f) of the definition of ERISA Event herein, (if
correctable) shall not have been corrected and (B) the then present value of
such Plan's benefit liabilities, as defined in Title IV of ERISA, shall exceed
the then current value of assets accumulated in such Plan; provided, however,
that the events listed in subsections (i) - (ix) above shall constitute Events
of Default only if the maximum aggregate liability which the Borrower or any
member of its Controlled Group has a reasonable likelihood of incurring under
the applicable provisions of ERISA resulting from an event or events exceeds
$500,000.

(j) The Borrower or any Restricted Subsidiary shall default in the
payment of any Indebtedness or any lease obligations in an aggregate amount of
$500,000 or more beyond any grace period provided with respect thereto, or any
other event or condition shall exist under any agreement or instrument under
which any such Indebtedness or lease obligation is created or evidenced beyond
any applicable grace period, if the effect of such event or condition is to
permit or cause the holder of such Indebtedness or lease obligation (or a
trustee on behalf of any such holder) to (i) cause any such Indebtedness or
lease obligation to be prepaid or to become due prior to its date of maturity
or (ii) require the Borrower or any Restricted Subsidiary to purchase, prepay
or redeem any such Indebtedness or lease obligation;

(k) Any real property lease where the Borrower or any Restricted
Subsidiary is the lessee shall terminate or cease to be effective, and
termination or cessation thereof, together with all other leases, if any, which
have been terminated or cease to be effective, could reasonably be expected to
have a Material Adverse Effect; provided, however, that termination or
cessation

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of a lease shall not constitute an Event of Default if another lease reasonably
satisfactory to the Determining Lenders is contemporaneously substituted
therefor;

(l) Any provision of any Loan Document shall for any reason cease
to be valid and binding on or enforceable against any party to it (other than
the Administrative Lender or any Lender) other than in accordance with its
terms, or any such party (other than the Administrative Lender or any Lender)
shall so assert in writing;

(m) Any Collateral Document shall for any reason (other than
pursuant to the terms thereof) cease to create a valid and perfected first
priority Lien in any Collateral subject thereto; or

(n) A Change of Control shall occur.

Section 8.2 Remedies. If an Event of Default shall have occurred
and shall be continuing:

(a) With the exception of an Event of Default specified in Section
8.1(f) or (g) hereof, the Administrative Lender shall, upon the direction of
the Determining Lenders, terminate the Commitments and/or declare the principal
of and interest on the Advances and all Obligations and other amounts owed
under the Loan Documents to be forthwith due and payable without presentment,
demand, protest or notice of any kind, all of which are hereby expressly
waived, anything in the Loan Documents to the contrary notwithstanding.

(b) Upon the occurrence of an Event of Default specified in
Section 8.1(f) or (g) hereof, such principal, interest and other amounts shall
thereupon and concurrently therewith become due and payable and the Commitments
shall forthwith terminate, all without any action by the Administrative Lender,
any Lender or any holders of the Notes and without presentment, demand, protest
or other notice of any kind, all of which are expressly waived, anything in the
Loan Documents to the contrary notwithstanding.

(c) If any Letter of Credit shall be then outstanding, the
Administrative Lender may, and upon the direction of the Determining Lenders
shall, demand upon the Borrower to, and forthwith upon such demand, the
Borrower shall, pay to the Administrative Lender in same day funds at the
office of the Administrative Lender for deposit in the L/C Cash Collateral
Account, an amount equal to the maximum amount available to be drawn under the
Letters of Credit then outstanding.

(d) The Administrative Lender and the Lenders may exercise all of
the Rights granted to them under the Loan Documents or under Applicable Law.

(e) The Rights of the Administrative Lender and the Lenders
hereunder shall be cumulative, and not exclusive.

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ARTICLE 9

Changes in Circumstances

Section 9.1 LIBOR Basis Determination Inadequate. If with
respect to any proposed LIBOR Advance for any Interest Period, (i) any Lender
determines that deposits in dollars (in the applicable amount) are not being
offered to that Lender in the relevant market for such Interest Period or (ii)
the Determining Lenders determine that the LIBOR Rate for such proposed LIBOR
Advance does not adequately cover the cost to any Lender(s) of making and
maintaining such proposed LIBOR Advance for such Interest Period, such Lender
or Determining Lenders, as the case may be, shall forthwith give notice thereof
to the Borrower, whereupon until such Lender or Determining Lenders, as the
case may be, notify the Borrower that the circumstances giving rise to such
situation no longer exist, the obligation of the applicable Lender(s) to make
LIBOR Advances shall be suspended; provided, however, such Lender or the
Determining Lenders, as the case may be, shall promptly notify the Borrower if
the circumstances giving rise to such situation no longer exist.

Section 9.2 Illegality. If any change in applicable law, rule or
regulation, or adoption thereof, or any change in any interpretation or
administration thereof by any governmental authority, central bank or
comparable agency charged with the interpretation or administration thereof, or
compliance by any Lender (or its LIBOR Lending Office) with any request or
directive (whether or not having the force of law) of any such authority,
central bank or comparable agency, shall make it unlawful or impossible for
such Lender (or its LIBOR Lending Office) to make, maintain or fund its LIBOR
Advances, such Lender shall so notify the Borrower and the Administrative
Lender. Before giving any notice to the Borrower pursuant to this Section, the
notifying Lender shall designate a different LIBOR Lending Office or other
lending office if such designation will avoid the need for giving such notice
and will not, in the sole judgment of the Lender, be materially disadvantageous
to the Lender. Upon receipt of such notice, notwithstanding anything contained
in Article 2 hereof, the Borrower shall repay in full the then outstanding
principal amount of each LIBOR Advance owing to the notifying Lender, together
with accrued interest thereon and any reimbursement required under Section 2.9
hereof, on either (a) the last day of the Interest Period applicable to such
Advance, if the Lender may lawfully continue to maintain and fund such Advance
to such day, or (b) immediately, if the Lender may not lawfully continue to
fund and maintain such Advance to such day or if the Borrower so elects.
Concurrently with repaying each affected LIBOR Advance owing to such Lender if
the Borrower does not terminate this Agreement, notwithstanding anything
contained in Article 2 hereof, the Borrower may, without any requirement to
satisfy the conditions precedent set forth in Section 3.1, 3.2 or 3.3, borrow a
Base Rate Advance from such Lender, and such Lender shall make such Base Rate
Advance, in an amount such that the outstanding principal amount of the
Advances owing to such Lender shall equal the outstanding principal amount of
the Advances owing immediately prior to such repayment.

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Section 9.3 Increased Costs.

(a) If after the Agreement Date any change in or adoption of any
law, rule or regulation, or any change in the interpretation or administration
thereof by any governmental authority, central bank or comparable agency
charged with the interpretation or administration thereof or compliance by any
Lender (or its LIBOR Lending Office) with any request or directive (whether or
not having the force of law) of any such authority, central bank or compatible
agency:

(i) shall subject a Lender (or its LIBOR Lending Office)
to any Tax (net of any tax benefit engendered thereby) with respect to
its LIBOR Advances or its obligation to make such Advances, or shall
change the basis of taxation of payments to a Lender (or to its LIBOR
Lending Office) of the principal of or interest on its LIBOR Advances
or in respect of any other amounts due under this Agreement, as the
case may be, or its obligation to make such Advances (except for
changes in the rate of tax on the overall net income, net worth or
capital of the Lender and franchise taxes, doing business taxes or
minimum taxes imposed upon such Lender); or

(ii) shall impose, modify or deem applicable any reserve
(including, without limitation, any imposed by the Board of Governors
of the Federal Reserve System), special deposit or similar requirement
against assets of, deposits with or for the account of, or credit
extended by, a Lender's LIBOR Lending Office or shall impose on the
Lender (or its LIBOR Lending Office) or on the London interbank market
any other condition affecting its LIBOR Advances or its obligation to
make such Advances (but excluding any reserves or deposits that are
included in the calculation of LIBOR Basis);

and the result of any of the foregoing is to increase the cost to a Lender (or
its LIBOR Lending Office) of making or maintaining any LIBOR Advances, or to
reduce the amount of any sum received or receivable by a Lender (or its LIBOR
Lending Office) with respect thereto, by an amount deemed by a Lender to be
material, then, within 30 days after demand by a Lender, the Borrower agrees to
pay to such Lender such additional amount as will compensate such Lender for
such increased costs or reduced amounts, subject to Section 11.9 hereof. The
affected Lender will as soon as practicable notify the Borrower of any event of
which it has knowledge, occurring after the date hereof, which will entitle
such Lender to compensation pursuant to this Section and will designate a
different LIBOR Lending Office or other lending office if such designation will
avoid the need for, or reduce the amount of, such compensation and will not, in
the reasonable judgment of the affected Lender made in good faith, be
disadvantageous to such Lender.

(b) A certificate of any Lender claiming compensation under this
Section and setting forth the additional amounts to be paid to it hereunder
shall certify that such amounts or costs were actually incurred by such Lender
and shall show in reasonable detail an accounting of the amount payable and the
calculations used to determine in good faith such amount and shall be
conclusive absent manifest or demonstrable error. In determining such amount,
a Lender may

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use any reasonable averaging and attribution methods. Nothing in this Section
9.3 shall provide the Borrower or any Subsidiary of the Borrower the right to
inspect the records, files or books of any Lender. If a Lender demands
compensation under this Section, the Borrower may at any time, upon at least
five Business Days' prior notice to the Lender, after reimbursement to the
Lender by the Borrower in accordance with this Section of all costs incurred,
prepay in full the then outstanding LIBOR Advances of the Lender, together with
accrued interest thereon to the date of prepayment, along with any
reimbursement required under Section 2.9 hereof. Concurrently with prepaying
such LIBOR Advances, the Borrower may borrow a Base Rate Advance from the
Lender, and the Lender shall make such Base Rate Advance, in an amount such
that the outstanding principal amount of the Advances owing to such Lender
shall equal the outstanding principal amount of the Advances owing immediately
prior to such prepayment.

Section 9.4 Effect On Base Rate Advances. If notice has been
given pursuant to Section 9.1, 9.2 or 9.3 hereof suspending the obligation of a
Lender to make LIBOR Advances, or requiring LIBOR Advances of a Lender to be
repaid or prepaid, then, unless and until the Lender notifies the Borrower that
the circumstances giving rise to such repayment no longer apply, all Advances
which would otherwise be made by such Lender as LIBOR Advances shall be made
instead as Base Rate Advances.

Section 9.5 Capital Adequacy. If after the Agreement Date, (a)
the introduction of or any change in or in the interpretation of any law, rule
or regulation or (b) compliance by a Lender with any law, rule or regulation or
any guideline or request from any central bank or other governmental authority
(whether or not having the force of law) adopted or promulgated after the
Agreement Date affects or would affect the amount of capital required or
expected to be maintained by a Lender or any corporation controlling such
Lender, and such Lender determines that the amount of such capital is increased
by or based upon the existence of such Lender's commitment or Advances
hereunder and other commitments or advances of such Lender of this type, then,
within 30 days after demand by such Lender, subject to Section 11.9, the
Borrower shall immediately pay to such Lender, from time to time as specified
by such Lender, additional amounts sufficient to compensate such Lender with
respect to such circumstances, to the extent that such Lender reasonably
determines in good faith such increase in capital to be allocable to the
existence of such Lender's Commitments hereunder. A certificate as to any
additional amounts payable to any Lender under this Section 9.5 submitted to
the Borrower by such Lender shall certify that such amounts were actually
incurred by such Lender or corporation controlling such Lender and shall show
in reasonable detail an accounting of the amount payable and the calculations
used to determine in good faith such amount and shall be conclusive absent
manifest or demonstrable error. In determining such amount, such Lender or a
corporation controlling such Lender may use any reasonable averaging and
attribution methods. Notwithstanding the foregoing, nothing in this Section
9.5 shall provide the Borrower or any Subsidiary of the Borrower the right to
inspect the records, files or books of any Lender or any corporation
controlling such Lender.

Section 9.6 Replacement Lender. If (i) any Lender is unable or
unwilling to make, maintain or fund any LIBOR Advance pursuant to Section 9.1
or 9.2 or (ii) the Borrower

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becomes obligated to pay additional amounts to any Lender described in Section
9.3 or 9.5, the Borrower may designate a financial institution reasonably
acceptable to the Administrative Lender to replace such Lender by purchasing
for cash and receiving an assignment of such Lender's pro rata share of such
Lender's Commitment and the Rights of such Lender under the Loan Documents
without recourse to or warranty by, or expense to, such Lender, for a purchase
price equal to the outstanding amounts owing to such Lender (including such
additional amounts owing to such Lender pursuant to Section 9.2, 9.3 or 9.5).
Upon execution of an Assignment Agreement, such other financial institution
shall be deemed to be a "Lender" for all purposes of this Agreement as set
forth in Section 11.6 hereof.

ARTICLE 10

Agreement Among Lenders

Section 10.1 Agreement Among Lenders. The Lenders agree among
themselves that:

(a) Administrative Lender. Each Lender hereby appoints the
Administrative Lender as its nominee in its name and on its behalf, to receive
all documents and items to be furnished hereunder; to act as nominee for and on
behalf of all Lenders under the Loan Documents; to, except as otherwise
expressly set forth herein, take such action as may be requested by the
Determining Lenders, provided that, (i) unless and until the Administrative
Lender shall have received such requests, the Administrative Lender may take
such administrative action, or refrain from taking such administrative action,
as it may deem advisable and in the best interests of the Lenders, and (ii) the
Administrative Lender shall not be required to take any action that exposes the
Administrative Lender to personal liability or that is contrary to any Loan
Document or Applicable Law; to arrange the means whereby the proceeds of the
Advances of the Lenders are to be made available to the Borrower; to distribute
promptly to each Lender information, requests and documents received from the
Borrower hereunder and not otherwise provided to such Lender by the Borrower or
any other Person, and each payment (in like funds received) with respect to any
of such Lender's Advances, or the ratable amount of fees or other amounts; and
to deliver to the Borrower requests, demands, approvals and consents received
from the Lenders. Administrative Lender agrees to promptly distribute to each
Lender, at such Lender's address set forth below information, requests,
documents and payments received from the Borrower and not otherwise provided to
such Lender by the Borrower or any other Person. The Administrative Lender
shall have no fiduciary relationship in respect of any Lender by reason of this
Agreement or any other Loan Document. The Administrative Lender shall have no
duties or responsibilities except those expressly set forth in this Agreement.
The duties of the Administrative Lender are mechanical and administrative in
nature.

(b) Replacement of Administrative Lender. Should the
Administrative Lender or any successor Administrative Lender ever cease to be a
Lender hereunder, or should the Administrative Lender or any successor
Administrative Lender ever resign as Administrative Lender, or should the
Administrative Lender or any successor Administrative Lender ever be

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removed with cause or without cause by the action of all Lenders (other than
the Administrative Lender), then the Lender appointed by the other Lenders
(with the consent of the Borrower, which consent shall not be unreasonably
withheld) shall forthwith become the Administrative Lender, and the Borrower
and the Lenders shall execute such documents as any Lender may reasonably
request to reflect such change. If the Administrative Lender also then serves
in the capacity of the Swing Line Bank or the Issuing Bank, such resignation or
removal shall constitute resignation or removal of the Swing Line Bank and the
Issuing Bank. Any resignation or removal of the Administrative Lender or any
successor Administrative Lender shall become effective upon the appointment by
the Lenders of a successor Administrative Lender; provided, however, if no
successor Administrative Lender shall have been so appointed and shall have
accepted such appointment within 30 days after the retiring Administrative
Lender's giving of notice of resignation or the Lenders' removal of the
retiring Administrative Lender, then the retiring Administrative Lender may, on
behalf of the Lenders, appoint a successor Administrative Lender, which shall
be a commercial bank organized under the Laws of the United States of America
or of any State thereof and having a combined capital and surplus of at least
$500,000,000. Upon the acceptance of any appointment as the Administrative
Lender hereunder by a successor Administrative Lender, such successor
Administrative Lender shall thereupon succeed to and become vested with all the
rights and duties of the retiring Administrative Lender, and the retiring
Administrative Lender shall be discharged from its duties and obligations under
the Loan Documents, provided that if the retiring or removed Administrative
Lender is unable to appoint a successor Administrative Lender, the
Administrative Lender shall, after the expiration of a 60 day period from the
date of notice, be relieved of all obligations as Administrative Lender
hereunder. Notwithstanding any Administrative Lender's resignation or removal
hereunder, the provisions of this Article shall continue to inure to its
benefit as to any actions taken or omitted to be taken by it while it was the
Administrative Lender under this Agreement.

(c) Expenses. Each Lender shall pay its pro rata share, based on
its Specified Percentage, of any expenses paid by the Administrative Lender
directly and solely in connection with any of the Loan Documents if
Administrative Lender does not receive reimbursement therefor from other
sources within 60 days after the date incurred. Any amount so paid by the
Lenders to the Administrative Lender shall be returned by the Administrative
Lender pro rata to each paying Lender to the extent later paid by the Borrower
or any other Person on the Borrower's behalf to the Administrative Lender.

(d) Delegation of Duties. The Administrative Lender may execute
any of its duties hereunder by or through officers, directors, employees,
attorneys or agents, and shall be entitled to (and shall be protected in
relying upon) advice of counsel concerning all matters pertaining to its duties
hereunder.

(e) Reliance by Administrative Lender. The Administrative Lender
and its officers, directors, employees, attorneys and agents shall be entitled
to rely and shall be fully protected in relying on any writing, resolution,
notice, consent, certificate, affidavit, letter, cablegram, telegram, telex or
teletype message, statement, order, or other document or conversation

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reasonably believed by it or them in good faith to be genuine and correct and
to have been signed or made by the proper Person and, with respect to legal
matters, upon opinions of counsel selected by the Administrative Lender. The
Administrative Lender may, in its reasonable judgment, deem and treat the payee
of any Note as the owner thereof for all purposes hereof.

(f) Limitation of Administrative Lender's Liability. Neither the
Administrative Lender nor any of its officers, directors, employees, attorneys
or agents shall be liable for any action taken or omitted to be taken by it or
them hereunder in good faith and believed by it or them to be within the
discretion or power conferred to it or them by the Loan Documents or be
responsible for the consequences of any error of judgment, except for its or
their own gross negligence or wilful misconduct. Except as aforesaid, the
Administrative Lender shall be under no duty to enforce any rights with respect
to any of the Advances, or any security therefor. The Administrative Lender
shall not be compelled to do any act hereunder or to take any action towards
the execution or enforcement of the powers hereby created or to prosecute or
defend any suit in respect hereof, unless indemnified to its reasonable
satisfaction against loss, cost, liability and expense unless expressly
provided to the contrary herein. The Administrative Lender shall not be
responsible in any manner to any Lender for the effectiveness, enforceability,
genuineness, validity or due execution of any of the Loan Documents, or for any
representation, warranty, document, certificate, report or statement made
herein or furnished in connection with any Loan Documents, or be under any
obligation to any Lender to ascertain or to inquire as to the performance or
observation of any of the terms, covenants or conditions of any Loan Documents
on the part of the Borrower. TO THE EXTENT NOT REIMBURSED BY THE BORROWER,
EACH LENDER HEREBY SEVERALLY INDEMNIFIES AND HOLDS HARMLESS THE ADMINISTRATIVE
LENDER, PRO RATA ACCORDING TO ITS SPECIFIED PERCENTAGE, FROM AND AGAINST ANY
AND ALL LIABILITIES, OBLIGATIONS, LOSSES, DAMAGES, PENALTIES, ACTIONS,
JUDGMENTS, SUITS, COSTS, EXPENSES AND/OR DISBURSEMENTS OF ANY KIND OR NATURE
WHATSOEVER WHICH MAY BE IMPOSED ON, ASSERTED AGAINST, OR INCURRED BY THE
ADMINISTRATIVE LENDER (IN SUCH CAPACITY) IN ANY WAY WITH RESPECT TO ANY LOAN
DOCUMENTS OR ANY ACTION TAKEN OR OMITTED BY THE ADMINISTRATIVE LENDER UNDER THE
LOAN DOCUMENTS (INCLUDING ANY NEGLIGENT ACTION OF THE ADMINISTRATIVE LENDER),
EXCEPT TO THE EXTENT THE SAME ARE FINALLY DETERMINED BY A COURT OF COMPETENT
JURISDICTION TO RESULT FROM GROSS NEGLIGENCE OR WILFUL MISCONDUCT BY THE
ADMINISTRATIVE LENDER. THE INDEMNITY PROVIDED IN THIS SECTION 10.1(F) SHALL
SURVIVE TERMINATION OF THIS AGREEMENT.

(g) Liability Among Lenders. No Lender shall incur any liability
(other than the sharing of expenses and other matters specifically set forth
herein and in the other Loan Documents) to any other Lender, except for acts or
omissions in bad faith.

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(h) Rights as Lender. With respect to its commitment hereunder,
the Advances made by it and the Notes issued to it, the Administrative Lender
shall have the same rights as a Lender and may exercise the same as though it
were not the Administrative Lender, and the term "Lender" or "Lenders" shall,
unless the context otherwise indicates, include the Administrative Lender in
its individual capacity. The Administrative Lender or any Lender may accept
deposits from, act as trustee under indentures of, and generally engage in any
kind of business with, the Borrower and any of its Affiliates, and any Person
who may do business with or own securities of the Borrower or any of its
Affiliates, all as if the Administrative Lender were not the Administrative
Lender hereunder and without any duty to account therefor to the Lenders.

Section 10.2 Lender Credit Decision. Each Lender acknowledges
that it has, independently and without reliance upon the Administrative Lender
or any other Lender and based upon the financial statements referred to in
Sections 4.1(j), 6.1, and 6.2 hereof, and such other documents and information
as it has deemed appropriate, made its own credit analysis and decision to
enter into this Agreement. Each Lender also acknowledges that it will,
independently and without reliance upon the Administrative Lender or any other
Lender and based upon such documents and information as it shall deem
appropriate at the time, continue to make its own credit decisions in taking or
not taking action under this Agreement and the other Loan Documents. Each
Lender also acknowledges that its decision to fund the initial Revolving Credit
Advances shall constitute evidence to the Administrative Lender that such
Lender has deemed all of the conditions set forth in Section 3.1 to have been
satisfied.

Section 10.3 Benefits of Article. None of the provisions of this
Article shall inure to the benefit of any Person other than Lenders and, with
respect to Section 10.1(b), the Borrower; consequently, no such other Person
shall be entitled to rely upon, or to raise as a defense, in any manner
whatsoever, the failure of the Administrative Lender or any Lender to comply
with such provisions.

ARTICLE 11

Miscellaneous

Section 11.1 Notices.

(a) All notices and other communications under this Agreement
shall be in writing (except in those cases where giving notice by telephone is
expressly permitted) and shall be deemed to have been given on the date
personally delivered or sent by telecopy (answerback received) or by facsimile
transmission, or three days after deposit in the mail, designated as certified
mail, return receipt requested, postage-prepaid, or one day after being
entrusted to a reputable commercial overnight delivery service, addressed to
the party to which such notice is directed at its address determined as
provided in this Section. All notices and other communications under this
Agreement shall be given to the parties hereto at the following addresses:

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(i) If to the Borrower, at:

Signature Resorts, Inc.
0000 X. Xxxxx Xxxxxx, Xxxxx 000
Xxx Xxxxx, Xxxxxxxxxx 00000

Attn: Chief Financial Officer, Treasurer
and General Counsel

Telephone: 000-000-0000
Facsimile: 000-000-0000

With a copy to:

Xxx Xxxx III
Xxxxxxxxx, Xxxxxxx & Xxxxx, LLP
The Xxxxxxx Building, 16th Floor
000 Xxxxxxxxx Xxxxxx, X.X.
Xxxxxxx, Xxxxxxx 00000-0000

Telephone: 000-000-0000
Facsimile: 404-681-1046

(ii) If to the Administrative Lender, at:

NationsBank of Texas, N.A.
000 Xxxx Xxxxxx, 00xx Xxxxx
Xxxxxx, Xxxxx 00000

Attn: Xxx Xxxxx
Senior Vice President

Telephone: 000-000-0000
Facsimile: 000-000-0000

(iii) If to a Lender, at its address shown below its name
on the signature pages hereof, or if applicable, set
forth in its Assignment Agreement.

(b) Any party hereto may change the address to which notices shall
be directed by giving 10 days' written notice of such change to the other
parties.

Section 11.2 Expenses. The Borrower shall promptly pay:

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(a) all reasonable out-of-pocket expenses of the Administrative
Lender in connection with the preparation, negotiation, execution and delivery
of this Agreement and the other Loan Documents, the transactions contemplated
hereunder and thereunder, and the making of Advances hereunder, including
without limitation the reasonable fees and disbursements of Special Counsel;

(b) all reasonable out-of-pocket expenses and reasonable
attorneys' fees of the Administrative Lender in connection with the
administration of the transactions contemplated in this Agreement and the other
Loan Documents and the preparation, negotiation, execution and delivery of any
waiver, amendment or consent by the Administrative Lender relating to this
Agreement or the other Loan Documents; and

(c) all reasonable costs, out-of-pocket expenses and reasonable
attorneys' fees of the Administrative Lender and each Lender incurred for
enforcement, collection, restructuring, refinancing and "work-out", or
otherwise incurred in obtaining performance under the Loan Documents, which in
each case shall include without limitation fees and expenses of consultants,
counsel for the Administrative Lender and any Lender, and administrative fees
for the Administrative Lender.

Section 11.3 Waivers. The rights and remedies of the Lenders
under this Agreement and the other Loan Documents shall be cumulative and not
exclusive of any rights or remedies which they would otherwise have. No
failure or delay by the Administrative Lender or any Lender in exercising any
right shall operate as a waiver of such right. The Lenders expressly reserve
the right to require strict compliance with the terms of this Agreement in
connection with any funding of a request for an Advance or issuance of a Letter
of Credit. In the event that any Lender decides to fund an Advance at a time
when the Borrower is not in strict compliance with the terms of this Agreement,
such decision by such Lender shall not be deemed to constitute an undertaking
by the Lender to fund any further requests for Advances or preclude the Lenders
from exercising any rights available under the Loan Documents or at law or
equity. Any waiver or indulgence granted by the Lenders shall not constitute a
modification of this Agreement, except to the extent expressly provided in such
waiver or indulgence, or constitute a course of dealing by the Lenders at
variance with the terms of the Agreement such as to require further notice by
the Lenders of the Lenders' intent to require strict adherence to the terms of
the Agreement in the future. Any such actions shall not in any way affect the
ability of the Administrative Lender or the Lenders, in their discretion, to
exercise any rights available to them under this Agreement or under any other
agreement, whether or not the Administrative Lender or any of the Lenders are a
party thereto, relating to the Borrower.

Section 11.4 Calculation by the Lenders Conclusive and Binding.
Any mathematical calculation required or expressly permitted to be made by the
Administrative Lender or any Lender under this Agreement shall be made in its
reasonable judgment and in good faith, and shall when made, absent manifest
error, be controlling.

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Section 11.5 Set-Off. In addition to any rights now or hereafter
granted under Applicable Law and not by way of limitation of any such rights,
upon the occurrence and during the continuation of an Event of Default, each
Lender and any subsequent holder of any Note, and any assignee of any Note is
hereby authorized by the Borrower at any time or from time to time, without
notice to the Borrower or any other Person, any such notice being hereby
expressly waived, to set-off, appropriate and apply any deposits (general or
special (except trust and escrow accounts), time or demand, including without
limitation Indebtedness evidenced by certificates of deposit, in each case
whether matured or unmatured) and any other Indebtedness at any time held or
owing by such Lender or holder to or for the credit or the account of the
Borrower, against and on account of the Obligations and other liabilities of
the Borrower to such Lender or holder, irrespective of whether or not (a) the
Lender or holder shall have made any demand hereunder, or (b) the Lender or
holder shall have declared the principal of and interest on the Advances and
other amounts due hereunder to be due and payable as permitted by Section 8.2.
Any sums obtained by any Lender or by any assignee or subsequent holder of any
Note shall be subject to pro rata treatment of all Obligations and other
liabilities hereunder. Any Lender exercising any Rights under this Section
11.5 shall give the Borrower prompt notice thereof after such exercise.

Section 11.6 Assignment.

(a) The Borrower may not assign or transfer any of its rights or
obligations hereunder or under the other Loan Documents without the prior
written consent of the Lenders.

(b) No Lender shall be entitled to assign or grant a participation
in its interest in this Agreement, its Notes or its Advances, except as set
forth in this Agreement.

(c) Without the consent of the Borrower, any Lender may at any
time sell participations in all or any part of its Advances and Reimbursement
Obligations (collectively, "Participations") to any banks or other financial
institutions ("Participants") provided that neither such Participation nor any
agreement relating thereto shall confer on any Person (other than the parties
hereto) any right to vote on, approve or sign amendments or waivers, or any
other independent benefit or any legal or equitable right, remedy or other
claim under this Agreement or any other Loan Documents, other than the right to
vote on, approve, or sign amendments or waivers or consents with respect to
items that would result in (i) any increase in the commitment of any
Participant; or (ii)(A) the extension of the date of maturity of, or (B) the
extension of the due date for any payment of principal, interest or fees
respecting, or (C) the reduction of the amount of any installment of principal
or interest on or the change or reduction of any mandatory reduction required
hereunder, or (D) a reduction of the rate of interest on, the Advances, the
Letters of Credit, or the Reimbursement Obligations to which such Participant
is entitled; or (iii) the release of security for the Obligations, including
without limitation any guarantee, except pursuant to this Agreement or the
other Loan Documents; or (iv) the reduction of any fees payable hereunder to
which such Participant is entitled. Notwithstanding the foregoing, the
Borrower agrees that the Participants shall be entitled to the benefits of
Article 9

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hereof as though they were Lenders and the Lenders may, subject to Section
11.14 hereof, provide copies of all financial information received from the
Borrower to such Participants.

(d) Each Lender may assign to one or more financial institutions
organized under the laws of the United States, or any state thereof, or under
the laws of any other country that is a member of the Organization for Economic
Cooperation and Development, or a political subdivision of any such country,
which is engaged in making, purchasing or otherwise investing in commercial
loans in the ordinary course of its business (each, an "Assignee") its rights
and obligations under this Agreement and the other Loan Documents; provided,
however, that (i) each such assignment shall be subject to the prior written
consent of the Administrative Lender and Borrower, which consent shall not be
unreasonably withheld (provided, however, notwithstanding anything herein to
the contrary, no consent of the Borrower is required for any assignment during
any time that an Event of Default has occurred and is continuing or for any
assignment at any time by a Lender to any Affiliate of such Lender or to any
other Lender), (ii) no such assignment shall be in an amount of Commitments
less than $10,000,000 unless such lesser amount represents the entirety of the
Commitments of the applicable Lender, (iii) the applicable Lender,
Administrative Lender and applicable Assignee shall execute and deliver to the
Administrative Lender an Assignment and Acceptance Agreement (an "Assignment
Agreement") in substantially the form of Exhibit F hereto, together with the
Notes subject to such assignment, (iv) the Assignee executing the Assignment,
shall deliver to the Administrative Lender a processing fee of $3,500 and (v)
each such assignment shall be a constant, not a varying, percentage of the
assigning Lender's Rights and obligations in respect of the Advances. Upon
such execution, delivery and acceptance from and after the effective date
specified in each Assignment, which effective date shall be at least three
Business Days after the execution thereof, (A) the Assignee thereunder shall be
party hereto and, to the extent that rights and obligations hereunder have been
assigned to it pursuant to such Assignment, have the rights and obligations of
a Lender hereunder and (B) the applicable Lender shall, to the extent that
rights and obligations hereunder have been assigned by it pursuant to such
Assignment, relinquish such rights (excluding any rights to indemnity which
would have survived the termination of this Agreement, which rights of
indemnity shall apply to both the assigning Lender and the Assignee) and be
released from such obligations under this Agreement.

(e) Notwithstanding anything in clause (d) above to the contrary,
any Lender may assign and pledge all or any portion of its Advances and Notes
to any Federal Reserve Bank as collateral security pursuant to Regulation A of
F.R.S. Board and any Operating Circular issued by such Federal Reserve Bank;
provided, however, that no such assignment under this clause (e) shall release
the assignor Lender from its obligations hereunder.

(f) Upon its receipt of an Assignment Agreement executed by a
Lender and an Assignee, and any Note or Notes subject to such assignment, the
Borrower shall, within five Business Days after its receipt of such Assignment
Agreement, at no expense to the Borrower, execute and deliver to the
Administrative Lender in exchange for the surrendered Notes new Notes to the
order of such Assignee in an amount equal to the portion of the Advances and
Commitments assigned to it pursuant to such Assignment Agreement and new Notes
to the order

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96
of the assignor Lender in an amount equal to the portion of the Advances and
Commitments retained by it hereunder. Such new Notes shall be in an aggregate
principal amount equal to the aggregate principal amount of such surrendered
Notes, shall be dated the effective date of such Assignment Agreement and shall
otherwise be in substantially the form of Exhibit A.

(g) Any Lender may, in connection with any assignment or
participation or proposed assignment or participation pursuant to this Section
11.6, disclose to the assignee or Participant or proposed assignee or
participant, any information relating to the Borrower furnished to such Lender
by or on behalf of the Borrower, provided such Person agrees in writing to
handle such information in accordance with the standards set forth in Section
11.14 hereof.

(h) Except as specifically set forth in this Section 11.6, nothing
in this Agreement or any other Loan Documents, expressed or implied, is
intended to or shall confer on any Person other than the respective parties
hereto and thereto and their successors and assignees permitted hereunder and
thereunder any benefit or any legal or equitable right, remedy or other claim
under this Agreement or any other Loan Documents.

(i) Notwithstanding anything in this Section 11.6 to the contrary,
no Assignee or Participant (nor the assigning or participating Lender) shall be
entitled to receive (whether individually or collectively) any greater payment
under Section 2.14 or Section 9.3 or Section 9.5 than such assigning or
participating Lender would have been entitled to receive with respect to the
interest assigned or participated to such Assignee or Participant.

Section 11.7 Counterparts. This Agreement may be executed in any
number of counterparts, each of which shall be deemed to be an original, but
all such separate counterparts shall together constitute but one and the same
instrument.

Section 11.8 Severability. Any provision of this Agreement which
is for any reason prohibited or found or held invalid or unenforceable by any
court or governmental agency shall be ineffective to the extent of such
prohibition or invalidity or unenforceability without invalidating the
remaining provisions hereof in such jurisdiction or affecting the validity or
enforceability of such provision in any other jurisdiction.

Section 11.9 Interest and Charges. It is not the intention of any
parties to this Agreement to make an agreement in violation of the laws of any
applicable jurisdiction relating to usury. Regardless of any provision in any
Loan Documents, no Lender shall ever be entitled to receive, collect or apply,
as interest on the Obligations, any amount in excess of the Highest Lawful
Amount. If any Lender or participant ever receives, collects or applies, as
interest, any such excess, such amount which would be excessive interest shall
be deemed a partial repayment of principal and treated hereunder as such; and
if principal is paid in full, any remaining excess shall be paid to the
Borrower. In determining whether or not the interest paid or payable, under
any specific contingency, exceeds the Highest Lawful Amount, the Borrower and
the Lenders shall, to the maximum extent permitted under Applicable Law, (a)
characterize any nonprincipal payment as an expense, fee or premium rather than
as interest, (b) exclude voluntary

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prepayments and the effect thereof, and (c) amortize, prorate, allocate and
spread in equal parts, the total amount of interest throughout the entire
contemplated term of the Obligations so that the interest rate is uniform
throughout the entire term of the Obligations; provided, however, that if the
Obligations are paid and performed in full prior to the end of the full
contemplated term thereof, and if the interest received for the actual period
of existence thereof exceeds the Highest Lawful Amount, the Lenders shall
refund to the Borrower the amount of such excess or credit the amount of such
excess against the total principal amount of the Obligations owing, and, in
such event, the Lenders shall not be subject to any penalties provided by any
laws for contracting for, charging or receiving interest in excess of the
Highest Lawful Amount or the Highest Lawful Rate. This Section shall control
every other provision of all agreements pertaining to the transactions
contemplated by or contained in the Loan Documents.

Section 11.10 Headings. Headings used in this Agreement are for
convenience only and shall not be used in connection with the interpretation of
any provision hereof.

Section 11.11 Amendment and Waiver. The provisions of this
Agreement may not be amended, modified or waived except by the written
agreement of the Borrower and the Determining Lenders; provided, however, that
no such amendment, modification or waiver shall be made (a) without the consent
of all Lenders, if it would (i) increase the Specified Percentage or commitment
of any Lender, or (ii) extend or postpone the date of maturity of, extend the
due date for any payment of principal or interest on, reduce the amount of any
installment of principal or interest on, or reduce the rate of interest on, any
Revolving Credit Advance, the Reimbursement Obligations or other amount owing
under any Loan Documents to which such Lender is entitled, or (iii) release any
security for or guaranty of the Obligations (except pursuant to this Agreement
or the other Loan Documents), or (iv) reduce the fees payable hereunder to
which such Lender is entitled, or (v) revise this Section 11.11, or (vi) waive
the date for payment of any principal, interest or fees hereunder or (vii)
amend the definition of Determining Lenders; (b) without the consent of the
Swing Line Bank, if it would alter the rights, duties or obligations of the
Swing Line Bank; (c) without the consent of the Administrative Lender, if it
would alter the rights, duties or obligations of the Administrative Lender; or
(d) without the consent of the Issuing Bank, if it would alter the rights,
duties or obligations of the Issuing Bank. Neither this Agreement nor any term
hereof may be amended orally, nor may any provision hereof be waived orally but
only by an instrument in writing signed by the Administrative Lender and, in
the case of an amendment, by the Borrower.

Section 11.12 Exception to Covenants. Neither the Borrower nor any
Subsidiary of the Borrower shall be deemed to be permitted to take any action
or fail to take any action which is permitted as an exception to any of the
covenants contained herein or which is within the permissible limits of any of
the covenants contained herein if such action or omission would result in the
breach of any other covenant contained herein.

Section 11.13 No Liability of Issuing Bank. The Borrower assumes
all risks of the acts or omissions of any beneficiary or transferee of any
Letter of Credit with respect to its use of such Letter of Credit. NEITHER THE
ISSUING BANK NOR ANY LENDER NOR ANY

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OF THEIR RESPECTIVE OFFICERS OR DIRECTORS SHALL BE LIABLE OR RESPONSIBLE FOR:
(A) THE USE THAT MAY BE MADE OF ANY LETTER OF CREDIT OR ANY ACTS OR OMISSIONS
OF ANY BENEFICIARY OR TRANSFEREE IN CONNECTION THEREWITH; (B) THE VALIDITY,
SUFFICIENCY OR GENUINENESS OF DOCUMENTS, OR OF ANY ENDORSEMENT THEREON, EVEN IF
SUCH DOCUMENTS SHOULD PROVE TO BE IN ANY OR ALL RESPECTS INVALID, INSUFFICIENT,
FRAUDULENT OR FORGED; (C) PAYMENT BY THE ISSUING BANK AGAINST PRESENTATION OF
DOCUMENTS THAT DO NOT COMPLY WITH THE TERMS OF A LETTER OF CREDIT, INCLUDING
FAILURE OF ANY DOCUMENTS TO BEAR ANY REFERENCE OR ADEQUATE REFERENCE TO THE
LETTER OF CREDIT, EXCEPT FOR ANY PAYMENT MADE UPON THE ISSUING BANK'S GROSS
NEGLIGENCE OR WILFUL MISCONDUCT; OR (D) ANY OTHER CIRCUMSTANCES WHATSOEVER IN
MAKING OR FAILING TO MAKE PAYMENT UNDER ANY LETTER OF CREDIT, INCLUDING,
WITHOUT LIMITATION, ANY SUCH CIRCUMSTANCES INVOLVING THE SIMPLE OR MERE
NEGLIGENCE OF THE ISSUING BANK EXCEPT THAT THE BORROWER SHALL HAVE A CLAIM
AGAINST THE ISSUING BANK, AND THE ISSUING BANK SHALL BE LIABLE TO THE BORROWER,
TO THE EXTENT OF ANY DIRECT, BUT NOT CONSEQUENTIAL, DAMAGES SUFFERED BY THE
BORROWER THAT A COURT OF COMPETENT JURISDICTION DETERMINES WERE CAUSED BY (I)
THE ISSUING BANK'S WILFUL MISCONDUCT OR GROSS NEGLIGENCE OR (II) THE ISSUING
BANK'S WILFUL FAILURE TO MAKE LAWFUL PAYMENT UNDER A LETTER OF CREDIT AFTER THE
PRESENTATION TO IT OF A DRAFT AND CERTIFICATES STRICTLY COMPLYING WITH THE
TERMS AND CONDITIONS OF THE LETTER OF CREDIT. In furtherance and not in
limitation of the foregoing, the Issuing Bank may accept documents that appear
on their face to be in order, without responsibility for further investigation,
regardless of any notice or information to the contrary.

Section 11.14 Confidentiality. Each Lender and the Administrative
Lender agrees (on behalf of itself and each of its directors, officers,
employees and representatives) to use reasonable precautions to keep
confidential, in accordance with customary procedures for handling confidential
information of this nature and in accordance with safe and sound banking
practices, any non-public information supplied to it by the Borrower pursuant
to this Agreement which is identified by the Borrower as being confidential at
the time the same is delivered to the Lenders or the Administrative Lender,
provided that nothing herein shall limit the disclosure of any such information
(a) to the extent required by statute, rule, regulation or judicial process,
(b) to counsel for any Lender or the Administrative Lender, (c) to bank
examiners, auditors or accountants of any Lender, (d) to the Administrative
Lender or any other Lender, (e) in connection with any Litigation to which any
one or more of Lenders is a party, provided, further, that, unless specifically
prohibited by Applicable Law or court order, each Lender shall, prior to
disclosure thereof, notify Borrower of any request for disclosure of any such
non-public information (i) by any Tribunal or representative thereof (other
than any such request in connection with an examination of such Lender's
financial condition by such governmental agency) or (ii) pursuant to legal
process, or (f) to any Assignee or Participant (or prospective

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Assignee or Participant) so long as such Assignee or Participant (or
prospective Assignee or Participant) agrees in writing to handle such
information in accordance with the provisions of this Section 11.14.

Section 11.15 No Liability of Lenders to Purchasers. The Lenders
do not assume and shall have no responsibility, obligation or liability to the
Purchasers, the Lenders' relationship being solely that of a creditor who has
taken, as security for Indebtedness owed to it, an Assignment of Pledged
Documents.

SECTION 11.16 GOVERNING LAW. THIS AGREEMENT AND THE OTHER LOAN
DOCUMENTS SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE
STATE OF TEXAS (WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS) AND THE
UNITED STATES OF AMERICA. THE LOAN DOCUMENTS ARE PERFORMABLE IN DALLAS, TEXAS,
AND BORROWER AND EACH SURETY, GUARANTOR, ENDORSER AND ANY OTHER PARTY EVER
LIABLE FOR PAYMENT OF ANY MONEY PAYABLE WITH RESPECT TO THE LOAN DOCUMENTS,
JOINTLY AND SEVERALLY WAIVE THE RIGHT TO BE SUED ELSEWHERE. WITHOUT EXCLUDING
ANY OTHER JURISDICTION, THE BORROWER, THE ADMINISTRATIVE LENDER AND EACH LENDER
EACH AGREES THAT THE STATE AND FEDERAL COURTS OF TEXAS LOCATED IN DALLAS,
TEXAS, SHALL HAVE JURISDICTION OVER PROCEEDINGS IN CONNECTION WITH THIS
AGREEMENT AND THE OTHER LOAN DOCUMENTS AND HEREBY SUBMITS WITH RESPECT TO
ITSELF AND ITS PROPERTY TO THE JURISDICTION OF ANY SUCH COURT FOR THE PURPOSE
OF ANY SUIT, ACTION, PROCEEDING OR JUDGMENT RELATING TO OR ARISING OUT OF THIS
AGREEMENT OR ANY OTHER LOAN DOCUMENT.

SECTION 11.17 WAIVER OF JURY TRIAL. EACH OF THE BORROWER, THE
ADMINISTRATIVE LENDER AND THE LENDERS HEREBY KNOWINGLY VOLUNTARILY, IRREVOCABLY
AND INTENTIONALLY WAIVE, TO THE MAXIMUM EXTENT PERMITTED BY LAW, ALL RIGHT TO
TRIAL BY JURY IN ANY ACTION, PROCEEDING OR CLAIM ARISING OUT OF OR RELATED TO
ANY OF THE LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREBY. THIS
PROVISION IS A MATERIAL INDUCEMENT TO EACH LENDER ENTERING INTO THIS AGREEMENT
AND MAKING ANY ADVANCES HEREUNDER.

SECTION 11.18 ENTIRE AGREEMENT. THIS WRITTEN AGREEMENT, TOGETHER
WITH THE OTHER LOAN DOCUMENTS, REPRESENTS THE FINAL AGREEMENT BETWEEN THE
PARTIES REGARDING THE SUBJECT MATTER HEREIN AND THEREIN AND MAY NOT BE
CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL
AGREEMENTS OF THE

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PARTIES HERETO. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

REMAINDER OF PAGE LEFT INTENTIONALLY BLANK

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IN WITNESS WHEREOF, this Credit Agreement is executed as of the date
first set forth above.

BORROWER: SIGNATURE RESORTS, INC.

By: /s/ XXXXX X. XXXXXXXX
------------------------------------
Xxxxx X. Xxxxxxxx
------------------------------------
Vice President and Treasurer
------------------------------------

ADMINISTRATIVE LENDER: NATIONSBANK OF TEXAS, N.A.,
as Administrative Lender

By: /s/ XXX XXXXX
------------------------------------
Xxx Xxxxx
Senior Vice President

DOCUMENTATION AGENT: SOCIETE GENERALE, as Documentation Agent

By: /s/ J. XXXXXX XXXXXX
------------------------------------
Name: J. Xxxxxx Xxxxxx
------------------------------------
Title: Regional Manager
------------------------------------

0000 Xxxxxxx Xxxx Xxxx, Xxxxx 0000
Xxx Xxxxxxx, Xxxxxxxxxx 00000

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LENDERS: NATIONSBANK OF TEXAS, N.A., as a Lender,
Swing Line Bank and Issuing Bank
Specified Percentage:
30.00%

By: /s/ XXX XXXXX
------------------------------------
Xxx Xxxxx
Senior Vice President

000 Xxxx Xxxxxx, 00xx Xxxxx
Xxxxxx, Xxxxx 00000

Attn: Xxx Xxxxx
Senior Vice President

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103
SOCIETE GENERALE, as a Lender
Specified Percentage:
25.00%

By: /s/ J. XXXXXX XXXXXX
------------------------------------

Name: J. Xxxxxx Xxxxxx
------------------------------------

Title: Regional Manager
------------------------------------

0000 Xxxxxxx Xxxx Xxxx, Xxxxx 0000
Xxx Xxxxxxx, Xxxxxxxxxx 00000

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CREDIT LYONNAIS NEW YORK BRANCH
Specified Percentage:
15.00%

By: /s/ XXXXXXX XXXXXXXX
------------------------------------

Name: Xxxxxxx Xxxxxxxx
------------------------------------

Title: Senior Vice President
------------------------------------

0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000

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BT COMMERCIAL CORPORATION
Specified Percentage:
15.00%

By: /s/ Xxxx Xxxxxxxx-Keskinyan
------------------------------------

Name: Xxxx Xxxxxxxx-Keskinyan
------------------------------------

Title: Senior Vice President
------------------------------------

00 Xxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000

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BANK OF HAWAII
Specified Percentage:
15.00%

By: /s/ Xxxxxx X. Xxxxxxxx
------------------------------------

Name: Xxxxxx X. Xxxxxxxx
------------------------------------

Title: Vice President
------------------------------------

----------------------------------------

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