CONSOLIDATED
AMENDED AND RESTATED LOAN AND SECURITY

    AGREEMENT

     

    THIS
CONSOLIDATED AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (as amended,
modified or supplemented from time to time, this “Agreement”), made and
executed as of the 15th day of September, 2009, by and among each of the
undersigned Borrowers party hereto and listed on Annex A attached
hereto, CAPITALSOURCE FINANCE LLC, a Delaware limited liability company (“CapitalSource”), as
administrative, payment and collateral agent for the Lenders (in such
capacities, “Agent”),
CAPITALSOURCE BAHAMAS LLC, a Delaware limited liability company, as a collateral
agent and as a Lender (“Bahamas Collateral
Agent”) and the Lenders.

     

    RECITALS

    


    WHEREAS,
Agent, Private Escapes Premiere, LLC (f/k/a Private Escapes, LLC) and certain of
its Affiliates listed on Part I of Annex A attached
hereto (collectively, the “Private Escapes
Borrowers”) and the financial institutions party thereto as lenders (the
“Private Escapes
Lenders”) are party to that certain Loan and Security Agreement dated as
of April 19, 2006 (as the same has been amended, modified, joined and increased
from time to time, the “Private Escapes Loan
Agreement”); and

     

    WHEREAS,
Agent, Ultimate Resort Holdings, LLC, certain of its Affiliates listed on Part
II of Annex A
attached hereto (collectively, the “Ultimate Borrowers”)
and the Lenders are party to that certain Loan and Security Agreement dated as
of April 30, 2007 (as the same has been amended, modified, joined and increased
from time to time, the (“Ultimate Loan
Agreement”); and

     

    WHEREAS,
Agent, Bahamas Collateral Agent, Lenders, Private Escapes Lenders, Ultimate
Borrowers and Private Escapes Borrowers desire to consolidate, amend and restate
the Private Escapes Loan Agreement and the Ultimate Loan Agreement into this
Agreement, and for each Ultimate Borrower to assume all of the “Obligations” as
defined in the Private Escape Loan Agreement, and for each Private Escapes
Borrower to assume all of the “Obligations” as defined in the Ultimate Loan
Agreement; and

     

    WHEREAS,
the “Obligations” of the Ultimate Borrowers as defined in the Ultimate Loan
Agreement are guaranteed by the Ultimate Guarantors; and

     

    WHEREAS,
pursuant to the Contribution Agreement, the Ultimate Borrowers, the Ultimate
Guarantors, the Private Escapes Borrowers and certain of their respective
Affiliates have agreed to contribute certain assets of their respective
businesses into Ultimate Escapes Holdings, LLC (“Holdings”), which,
after giving effect to consummation of the transactions contemplated by the
Contribution Agreement, will own, directly or indirectly, 100% of the equity
interests of all other Borrowers and be the ultimate parent company of all other
Borrowers.

     

    NOW,
THEREFORE, in consideration of the mutual promises and covenants contained
herein, Agent, Bahamas Collateral Agent, each Lender and Borrowers agree as
follows:

     

    
      Consolidated Amended and
Restated Loan and Security Agreement


    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              1.

            	
              INTERPRETATION
      OF THIS AGREEMENT

            


    

     

    1.1           Terms
Defined.  As used in this
Agreement, the following terms shall have the following respective meanings set
forth below or set forth in the Section referred to following such
term:

     

    Acquisition
Contract—means,
collectively, each purchase and sale or similar agreement entered into by and
between a Borrower or an Affiliate of a Borrower and any seller for the
acquisition of any owned Property, including without limitation the Asset
Purchase Agreement.

     

    Additional
Property—means any owned Property acceptable to Agent in its sole
discretion subject to an Acquisition Contract (other than the Asset Purchase
Agreement) (i) for which a Borrower seeks a Subsequent Advance to finance all or
a portion of the applicable Acquisition Purchase Price or (ii) which a Borrower
has substituted for a Substituted Property pursuant to Section 3.15
hereof.

     

    Affiliate—means
any Person:

     

    (a)           which
directly or indirectly through one or more intermediaries controls, or is
controlled by, or is under common control with, such Person;

     

    (b)           which
beneficially owns or holds 10% or more of any class of the Voting Equity of such
Person; or

     

    (c)           10%
or more of the Voting Equity of which is beneficially owned or held by such
Person.

     

    Each member and manager of Borrowers
shall be Affiliates of Borrowers for all purposes of this
Agreement.  For purposes of this definition, the term “control” means
the possession, directly or indirectly, of the power to direct or cause the
direction of the management and policies of a Person, whether through the
ownership of Voting Equity, other voting Securities, by contract or
otherwise.

     

    Agent—shall
have the meaning given to such term in the preamble hereto.

     

    Agreement or this
Agreement—as defined in the preamble hereto.

     

    Applicable
Law—means any and all federal, state, local and/or applicable foreign
statutes, ordinances, rules, regulations, court orders and decrees,
administrative orders and decrees, and other legal requirements of any and every
conceivable type applicable to the Loan, this Agreement, the Security Documents,
Borrowers, the Collateral, any Unit or Resort or any portion thereof including,
without limitation, those regarding access and facilities for handicapped or
disabled persons and any required by the states where a particular Resort or
Unit is located or any of its administrative agencies.

     

    Appraised
Value—means, at any time of determination, the latest available value of
any real property as determined by an MAI or other appraisal from a third-party
appraiser acceptable to Agent in its sole discretion for such real property, in
form and substance acceptable to Agent in its sole discretion.

     

    
      Consolidated Amended and
Restated Loan and Security Agreement

       

    

    
      
        
        

      

      
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    Assessment Lien
Property- means any Property whereby, in accordance with Applicable Laws
or the applicable Declaration, any Lien in favor of an Owner’s Association has
priority over any Mortgage approved by Agent, including, without limitation, the
owned Property located at each of (a) 1717 S. Ocean Drive, Delray Beach,
Florida, (b) Inn at Silverlake #2, Park City, Utah, (c) Inn at Silverlake #6,
Park City, Utah, (d) Mountain Lodge #4, Telluride, Colorado, (e) Mountain Lodge
#8, Telluride, Colorado, and (f) Plaza Townhouse #2, Sun Valley,
Idaho.

     

    Asset Purchase
Agreement—means
that certain Asset Purchase Agreement dated as of November 29, 2006, among
Complete Retreats, LLC and its affiliates named therein, and Ultimate Resort
providing for, among other things, the acquisition by Ultimate Resort of
substantially all assets of Complete Retreats, LLC and its affiliates, as
amended through the Closing Date and as further amended in accordance with the
terms of this Agreement.

     

    Assignment of
Acquisition and Related Contracts—means a collateral assignment by a
Borrower to Agent for the benefit of itself and the Lenders, whereby such
Borrower shall collaterally assign all of its right, title and interest, in and
to each Acquisition Contract, and consented to by any parties thereto from whom
consent to assignment is required under such contract, in form and substance
acceptable to Agent in its sole discretion.

     

    Assignment of
Ownership Interests—means those certain Assignments of Ownership Interest
listed on Schedule
22 attached hereto, executed by each Borrower and owners of all equity
and other ownership interest in each Borrower, pledging to Agent for the benefit
of itself and Lenders one hundred percent (100%) of all ownership interests and
Voting Equity in each such Borrower and certain Guarantors.

     

    Assignment of
Property-Related Contracts—means that certain Consolidated Amended and
Restated Collateral Assignment of Property-Related Contracts dated as of the
date hereof executed by each Borrower in favor of Agent for the benefit of
itself and Lenders.

     

    Association—as
defined in Section
7.25 hereof.

     

    Assumption and
Joinder Agreement—means, collectively, each Assumption and Joinder
Agreement executed and delivered to Agent by a New Borrower from time to time in
connection with a Subsequent Revolving Advance, substantially in the form
attached hereto as Exhibit A.

     

    Availability
Period—means the period commencing on the Closing Date and ending on the
earliest of:

     

    the date
on which all Lender options hereunder to make Revolving Advances are terminated
pursuant to this Agreement,

     

    
      Consolidated Amended and
Restated Loan and Security Agreement

       

    

    
      
        
        

      

      
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    (d)           the
date on which the Obligations are accelerated pursuant to Section 8.2(a)
of this Agreement,

     

    (e)           the
date on which any of the Events of Default set forth in Section 8.1
shall have occurred, and

     

    (f)           the
Maturity Date.

     

    Bahamian
Borrower—means each of Bahamas Investments I, LLC, a Delaware limited
liability company, Bahamas Investments II, LLC, a Delaware limited liability
company, Bahamas Investments III, LLC, a Delaware limited liability company and
Bahamas Investments IV, LLC, a Delaware limited liability company.

     

    Bahamas
Collateral Agent—means CapitalSource Bahamas
LLC, a Delaware limited liability company, as collateral agent for each of the
Properties located in the Bahamas, for the benefit of itself, Agent and the
other Lenders.

     

    Bankruptcy
Code—means the Bankruptcy Reform Act of 1978, as codified under Title 11
of the United States Code, and the Bankruptcy Rules promulgated thereunder, as
the same may be amended from time to time.

     

    Books and
Records—means all books, records, computer tapes, disks, software and
microfiche records of Borrowers.

     

    Borrowers—collectively, those entities
listed in Parts I, II and III of Annex A to this
Agreement and including any New Borrower upon such New Borrower’s execution of
an Assumption and Joinder Agreement, and individually, as the context may
indicate, any of them.

     

    Borrowers’
Confidential Information—means any trade secret or confidential
proprietary information (including, without limitation, operating information,
vendor and supplier information, Member information or business plans)
concerning Borrowers’ and Guarantors’ business obtained by Agent, Bahamian
Collateral Agent or any Lender in connection with the structuring, negotiating
and execution of the transactions contemplated herein, and any trade secret or
confidential proprietary information provided by Borrowers or Guarantors to
Agent, Bahamian Collateral Agent or any Lender after the date hereof pursuant to
the Loan Documents or upon request.  Notwithstanding the foregoing, no
information shall be deemed Borrowers’ Confidential Information if that
information was in the public domain prior to the date of this Agreement or
subsequently came into the public domain through no fault of Agent, Bahamian
Collateral Agent or any Lender; was lawfully received by Agent, Bahamian
Collateral Agent or a Lender from a third party, free of any obligation of
confidentiality to any Borrower or Guarantor; or was already in the lawful
possession of Agent, Bahamian Collateral Agent or a Lender prior to receipt from
the Borrowers and/or Guarantors.

     

    
      Consolidated Amended and
Restated Loan and Security Agreement

       

    

    
      
        
        

      

      
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    Borrowing
Base— means (a) at all times from the Closing Date through March 31,
2010, an amount equal to the lesser of (i) the result of (A) the Maximum Loan
Amount less (B) the aggregate outstanding amount of Protective Advances or
(ii) seventy-five percent (75%) of the Appraised Value of all owned
Property encumbered by a Mortgage from a Borrower in favor of Agent or Bahamas
Collateral Agent, (b) at all times from April 1, 2010 until December 31, 2010,
an amount equal to the lesser of (i) the result of (A) the Maximum Loan Amount
less (B) the aggregate outstanding amount of Protective Advances or
(ii) seventy percent (70%) of the Appraised Value of all owned Property
encumbered by a Mortgage from a Borrower in favor of Agent or Bahamas Collateral
Agent, and (c) at all times from and after January 1, 2011, an amount equal
to the lesser of (i) the result of (A) the Maximum Loan Amount less (B) the
aggregate outstanding amount of Protective Advances or (ii) sixty-five
percent (65%) of the Appraised Value of all owned Property encumbered by a
Mortgage from a Borrower in favor of Agent or Bahamas Collateral Agent;
provided, however, that on any date on which a mandatory prepayment of the Loan
is required to be made pursuant to Section 2.3(f) hereof, the percentage figures
in clauses (a) and (b) of this definition shall be automatically reduced to
sixty-five percent (65%) or such greater percentage (in no event to exceed the
percentage figures set forth in clauses (a) and (b)) yielded after application
to the Loan of amounts required to be paid under Section
2.3(f).

     

    Business
Day—means a day other than a Saturday or Sunday or a day on which banks
in the State of Maryland are required or authorized by law to be closed (other
than for a general banking moratorium or holiday for a period exceeding 4
consecutive days).

     

    Capital
Lease—means, as to any Person, a lease of any interest in any kind of
property or asset by that Person as lessee that is, should be or should have
been recorded as a “capital lease” in accordance with GAAP.

     

    CapitalSource—shall
have the meaning given to such term in the preamble hereto.

     

    Cash
Balance—means, at any time, the amount of unrestricted cash and cash
equivalents of Borrowers and Guarantors, on deposit in a segregated account
subject to a deposit account control agreement in favor of Agent in form and
substance acceptable to Agent in its sole discretion.

     

    Change in
Management— means (i) that the Ultimate Owners shall cease to own at
least fifty-one percent (51.00%) (unless otherwise agreed to by Agent) of the
voting power of all classes of Voting Equity or other equity interests of
Ultimate Holdings, (ii) that the PE Owners shall cease to own at least fifty-one
percent (51.00%) (unless otherwise agreed to by Agent) of the voting power of
all classes of Voting Equity or other equity interests of Private Escapes, (iii)
that Ultimate Holdings ceases to own fifty-one percent (51%) (unless otherwise
agreed to by Agent) of the voting power of all classes of Voting Equity or other
equity interests of Holdings, (iv) that Holdings shall cease to own
(A) directly or indirectly, one hundred percent (100%) (unless otherwise
agreed to by Agent) of the voting power of all classes of Voting Equity or other
equity interests of UE Holdco, LLC and each other Borrower and Guarantor other
than Holdings, Ultimate Holdings, Ultimate Resort, Private Escapes and the
Individual Guarantors, or (B) directly or indirectly, one hundred percent (100%)
of the voting power of all classes of Voting Equity or other equity interests of
any Person which shall have managerial and/or supervisory operational
responsibilities in respect of any Club, a Unit or any Property (other than any
third-party property management companies), (v) that UE Holdco, LLC shall cease
to own directly one hundred percent (100%) of all equity interests (including
the voting power of all classes of Voting Equity) of UE Member, LLC,
(vi) that UE Member, LLC shall cease to own directly one hundred percent
(100%) of all equity interests (including the voting power of all classes of
Voting Equity) of each Borrower other than Holdings and P&J Partners, LLC,
(vii) James Tousignant shall cease to own, directly, at least fifty and
01/100th (50.01%) of the voting power of all classes of Voting Equity of
Ultimate Resort without the prior written consent of Agent, which may be
withheld by Agent in its sole discretion, (viii) that Ultimate Nevis, LLC shall
cease to own directly one hundred percent (100%) of all equity interests
(including the voting power of all classes of Voting Equity) of Private Retreats
Paradiso, Ltd. and that Private Retreats Paradiso, Ltd. shall cease to own one
hundred percent (100%) of all equity interests (including the voting power of
all classes of Voting Equity) of The Century Corporation Ltd., or
(ix) James Tousignant is no longer responsible for the day to day
operations and management of the Clubs.  Notwithstanding the
foregoing, any Ultimate Owner may transfer all or any part of such Ultimate
Owner’s Voting Equity or other equity interests of Ultimate Holdings to any
other Ultimate Owner, and any PE Owner may transfer all or any part of such PE
Owner’s Voting Equity or other equity interests of Private Escapes to any other
PE Owner.

     

    
      Consolidated Amended and
Restated Loan and Security Agreement

       

    

    
      
        
        

      

      
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    Closing
Date—means September 15, 2009.

     

    Club(s)—means, individually and
collectively each of the clubs operated by Borrowers and Guarantors listed on
Schedule 1
attached hereto, as the same may be updated from time to time with the prior
consent of the Agent (which consent may be granted or withheld in Agent’s
Permitted Discretion), each such Club being owned and operated pursuant to the
applicable Club Membership Plan and owned by the applicable Club Entity, as
described on such Schedule
1.

     

    Club
Entities—means
collectively, Ultimate Escapes Signature Club, LLC, Ultimate Escapes Elite Club,
LLC and Ultimate Escapes Premiere Club, LLC.

     

    Club Membership
Plan—means the
membership plan relating to each of the Clubs, described on Schedule 2-1
attached hereto, each as in effect as of the Closing Date and as each may be
amended or modified from time to time in accordance with the terms of this
Agreement.  A copy of the Club Membership Plan relating to each Club
as in effect on the Closing Date is attached hereto as Schedule 2-2.

     

    Collateral—as defined in Section 3.1 of
this Agreement.

     

    Commitment or
Commitments—means, (a) as to any Lender, the aggregate commitment of such
Lender to fund the Loan, as set forth on Schedule A or in the
most recent Lender Addition Agreement executed by such Lender, and (b) as to all
Lenders, the aggregate commitment of all Lenders to fund the Loan, in each case
as the same may be reduced, modified or terminated pursuant to this
Agreement.

     

    Common
Areas—means those areas at any Resort where a Borrower owns a Unit that
have been designated in an applicable Declaration related to such Resort as
Common Areas or by the applicable Owner’s Association as “common areas,” for the
use of the owners of Units and such other persons as may be permitted under the
applicable Declaration.

     

    
      Consolidated Amended and
Restated Loan and Security Agreement

       

    

    
      
        
        

      

      
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    Common
Elements—means the real estate and improvements located at any Resort
where a Borrower owns a Unit other than those areas designated as Units, and
shall include the Common Areas and the Common Furnishings, in each case as more
particularly provided for in the applicable Declaration.

     

    Common
Furnishings—means all furniture, furnishings, appliances, fixtures and
equipment, and all other personal property from time to time owned or leased by
the applicable Owner’s Association at a Resort where a Borrower owns a Unit,
except for the Furnishings.

     

    Company
Affiliate—means any Person:

     

    (a)           which
directly or indirectly through one or more intermediaries controls, or is
controlled by, or is under common control with, such Person;

     

    (b)           which
beneficially owns or holds 5% or more of any class of the Voting Equity of such
Person; or

     

    (c)           5%
or more of the Voting Equity of which is beneficially owned or held by such
Person.

     

    Each member and manager of Borrowers
shall be a Company Affiliate of Borrowers for all purposes of this
Agreement.  For purposes of this definition, the term “control” means
the possession, directly or indirectly, of the power to direct or cause the
direction of the management and policies of a Person, whether through the
ownership of Voting Equity, other voting Securities, by contract or
otherwise.

     

    Compensation—as
defined in Section 3.1(b)
of this Agreement.

     

    Condemnation
Compensation—as defined in Section 3.6(a)
of this Agreement.

     

    Contribution
Agreement—means
that certain Third Amended and Restated Contribution Agreement by and between
Private Escapes (as assignee in interest to Private Escapes Premier, LLC, a
Colorado limited liability company) on behalf of itself and all of its
Affiliates, Holdings, and Ultimate Holdings on behalf of itself and all of its
Affiliates, dated as of July 21, 2009, as the same has been and may hereafter be
amended or modified from time to time.

     

    Debt—means,
at any date of determination, the total Indebtedness for borrowed money, Capital
Leases, and deferred purchase price of property (other than trade payables) on a
consolidated basis, including, without limitation, all Indebtedness under the
Loan Documents and all subordinated debt approved by Agent.  For all
purposes of this Agreement, the term “Debt” shall be calculated to include
(i.e., not net of)
discounts, deductions or allocations relating or applicable to or arising from
any equity or equity participation or fees, whether under GAAP or
otherwise.

     

    
      Consolidated Amended and
Restated Loan and Security Agreement

       

    

    
      
        
        

      

      
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    Debt
Ratio—means the ratio of aggregate mortgage financing to the aggregate
Appraised Value for all owned Property as contemplated in Section 14 of each
applicable Club Membership Plan.

     

    Debt
Service—means, with respect to any period, the sum of (i) scheduled
payments of principal on Debt and payments of principal under Capital Leases for
such period, (ii) any other cash fees due or payable with respect to, in
connection with or on Debt for such period, and (iii) cash Interest Expense for
such period (other than Interest Expense payable pursuant to the JDI Junior
Loan), in each case for the UE Consolidated Group.

     

    Debt Service
Coverage Ratio—means, at any time of determination, the ratio of (a)
EBITDA for the immediately preceding twelve (12) calendar months, to (b) Debt
Service (excluding balloon maturities of Indebtedness) of the UE Consolidated
Group on a consolidated basis for the immediately preceding twelve (12) calendar
months.

     

    Declaration—means,
collectively, all declarations, covenants, conditions and restrictions, or other
restrictive covenants encumbering all or any portion of the real property where
a Resort in which a Borrower owns a Unit is located, filed in the appropriate
official records of the county where such Resort is located.

     

    Default—means an event or condition
the occurrence of which would, with the lapse of time or the giving of notice or
both, become an Event of Default.

     

    Default
Rate—means, at
any time, the per annum rate of interest equal to the Interest Rate, then in
effect, plus four
percent (4.0%) per annum; provided, however, that the
Default Rate shall in no event exceed the Maximum Rate.

     

    Deposit—means
each Member’s Membership Fee or Deposit, as such terms are defined in the
applicable Club Membership Plan.

     

    EBITDA—means,
with respect to any period, the Net Income (Loss) of the UE Consolidated Group
on a consolidated basis for such period plus the sum of (i) Interest Expense,
(ii) income tax expense, (iii) depreciation expense and (iv) amortization
expense.

     

    Environmental
Protection Law—means each federal, state, county, regional, local or
foreign law, statute, or regulation enacted in connection with or relating to
the protection or regulation of the environment, including, without limitation,
those laws, statutes, and regulations regulating the disposal, removal,
production, storing, refining, handling, transferring, processing, or
transporting of Hazardous Substances, and any regulations issued or promulgated
in connection with such statutes by any governmental authority and any orders,
decrees or judgments issued by any court of competent jurisdiction in connection
with any of the foregoing.

     

    Event of
Default—as defined in Section 8.1 of
this Agreement.

     

    Exit Fee
Date—as defined in Section 2.5(c)
of this Agreement.

    
       

      Consolidated Amended and
Restated Loan and Security Agreement

       

    

    
      
        
        

      

      
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    Furnishings—means
the furnishings, furniture, equipment, appliances and fixtures in a Unit owned
by a Borrower.

     

    GAAP—means
generally accepted accounting principles in the United States of America in
effect from time to time as applied by nationally recognized accounting
firms.

     

    Guarantor
Security Agreement—means that certain Pledge and
Security Agreement dated as of the date hereof whereby each Guarantor (other
than Individual Guarantors) pledges to Agent, for its benefit and the benefit of
the Lenders, a Lien on all assets of each such Guarantor.

     

    Guarantors—means each Person that signs
a Guaranty and guarantees all or any part of the Obligations.

     

    Guaranty—means each guaranty or
indemnity guaranty in form and substance acceptable to Agent, made by Guarantors
in favor of Agent for the benefit of Agent and the Lenders.

     

    Hazardous
Substances—means any and all pollutants, contaminants, toxic or hazardous
wastes or any other substances that might pose a hazard to health or safety, the
removal of which may be required by, or the generation, manufacture, refining,
production, processing, treatment, storage, handling, transportation, transfer,
use, disposal, release, discharge, spillage, seepage or filtration of which is
or shall be restricted, prohibited or penalized by, any Environmental Protection
Law (including, without limitation, asbestos, urea formaldehyde foam insulation
and polychlorinated biphenyls); provided, however, that “Hazardous
Substances” shall not include any substance used by Borrowers in the ordinary
course of business and in compliance with applicable Environmental Protection
Laws.

     

    Holdings—as
defined in the Recitals hereto.

     

    Impositions—as
defined in Section 3.7 of
this Agreement.

     

    Indebtedness—means
of any Person, without duplication, (a) all liabilities and obligations for
borrowed money, (b) all items which, in accordance with GAAP, would be
included in determining total liabilities as shown on the liability side of the
balance sheet of such Person as of the date as of which Indebtedness is to be
determined, including any lease which, in accordance with GAAP would constitute
Indebtedness (excluding trade payables incurred in the ordinary course of
business to the extent such trade payables do not remain unpaid for more than
ninety (90) days following the invoice date or sixty (60) days following the due
date thereof (other than trade payables subject to any good faith dispute)), (c)
all indebtedness secured by any mortgage, pledge, security, Lien or conditional
sale or other title retention agreement to which any property or asset owned or
held by such Person is subject, whether or not the indebtedness secured thereby
shall have been assumed, (d) all indebtedness of others which such Person
has directly or indirectly guaranteed, endorsed (otherwise than for collection
or deposit in the ordinary course of business), discounted or sold with recourse
or agreed (contingently or otherwise) to purchase or repurchase or otherwise
acquire, or in respect of which such Person has agreed to supply or advance
funds (whether by way of loan, stock, equity or other ownership interest
purchase, capital contribution or otherwise) or otherwise to become directly or
indirectly liable, and (e) all obligations of such Person to purchase,
redeem, retire, defease or otherwise make any payment in connection with the
Redemption Obligation of any Membership Interest.  Notwithstanding
anything to the contrary herein, “Indebtedness” does not include any amounts due
under the Member Assurance Program in respect of Redemption
Obligations.

     

    
      Consolidated Amended and
Restated Loan and Security Agreement

       

    

    
      
        
        

      

      
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    Indemnity
Agreement—means that certain Amended and Restated Hazardous Materials
Indemnity Agreement of even date herewith executed by Borrowers and each
Guarantor (other than Individual Guarantors) to Agent for the benefit
of itself and Lenders and each additional Indemnity Agreement executed by a New
Borrower to Agent for the benefit of itself and Lenders, in form and substance
acceptable to Agent.

     

    Individual
Guarantors—means, individually and collectively, each of James Tousignant
and Richard Keith.

     

    Initial Revolving
Advance—as defined in Section 2.1(b)
of this Agreement

     

    Insurance
Premiums—as defined in Section 3.5(a)(iv)
of this Agreement.

     

    Intercompany
Lease—means
collectively (i) each of those certain leases between various Borrowers or
Guarantors and any one or more of the Club Entities whereby a Borrower leases an
owned Unit to such Club Entities for use by Members in the applicable Club(s),
(ii) each of those certain Residential Sublease Agreements, Facilitation
and Access Agreements, and Rental Agreements between P&J Partners, LLC, and
any one or more of the Club Entities, whereby P&J Partners, LLC subleases a
leased Unit to such Club Entities for use by members in the applicable Club(s),
(iii) each of those certain Option and Reimbursement Agreements between a
Club Entity and a Bahamian Borrower, and (iv) any other similar agreement
between or among any one or more Borrowers and any one or more Club Entities
pursuant to which owned or leased Units are submitted to use by Members of the
Clubs, in each case with respect to clauses (i) –(iv) above, as such agreement
shall be amended on the Closing Date in the form of Exhibit B and may
thereafter be amended from time to time with the prior written consent of the
Agent, such consent to be granted or withheld in Agent’s sole
discretion.

     

    Intercreditor
Agreement—means that certain Subordination and Intercreditor Agreement
dated as of April 30, 2007, among Agent, Borrowers, Guarantors, (other than the
Individual Guarantors), and JDI, as amended and in effect from time to
time.

     

    Interest
Expense—means total interest expense generated during the period in
question (including attributable to conditional sales contracts, Capital Leases
and other title retention agreements in accordance with GAAP) of Borrowers and
their Affiliates with respect to all outstanding Indebtedness including accrued
interest but excluding commissions, discounts and other fees owed with respect
to letters of credit and bankers’ acceptance financing.

     

    Interest
Rate—means, for
the Loan, with respect to any calendar month, a per annum rate of interest equal
to the sum of (i) five percent (5.0%) plus (ii) the LIBOR Rate then in
effect.

     

    
      Consolidated Amended and
Restated Loan and Security Agreement

       

    

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    Interest
Settlement Date—shall have the meaning assigned to it in Section 11.5(a)(iii)
hereof.

     

    JDI—means JDI Ultimate, LLC, a
Delaware limited liability company, and its successors and assigns.

     

    JDI Junior
Loan—means that certain loan entered into concurrently with the Ultimate
Loan Agreement between JDI, Borrowers and certain of the Guarantors
(specifically excluding UE Holdco, LLC and UE Member, LLC) in the original
principal amount of $10,000,000, which loan and any security interests and Liens
related thereto shall be at all times and in all respects subordinate to the
Loan and the Loan Documents, and any Lien securing any obligation hereunder and
thereunder, as and to the extent set forth in the Intercreditor
Agreement.

     

    Lease
Revenue—means all
rental payments made and to be made to any Borrower under any Intercompany
Lease.

     

    Lenders—
means the financial institutions, from time to time named on Schedule A attached
hereto under the heading “Lenders”, their respective successors and permitted
assigns (but not, except as expressly set forth herein, any Participant that is
not otherwise a party to this Agreement).

     

    Lender Addition
Agreement— means an agreement among Agent, a Lender and such Lender’s
assignee regarding their respective rights and obligations with respect to
assignment of such Lender’s interest in the Loan and other interests under this
Agreement and the other Loan Documents, in form and substance acceptable to
Agent in its sole discretion, it being agreed and understood that the consent or
approval of Borrowers shall not be required in connection with any Lender
Addition Agreement but may be obtained and shall be given by Borrowers upon
request of Agent (but only any such Lender Addition Agreement does not adversely
affect or otherwise impair any of the Borrowers in any way).

     

    Leverage
Ratio— means the ratio, calculated in a manner acceptable to Agent in its
Permitted Discretion, of (i) the sum of all Debt, excluding the Indebtedness
evidenced by the JDI Junior Loan and the Member Assurance Program liabilities,
of the UE Consolidated Group on a consolidated basis to (ii) such Persons’
Tangible Net Worth (as determined in accordance with GAAP) on a consolidated
basis.

     

    LIBOR
Rate—means, at the time of determination thereof, a variable rate of
interest equal to (a) at Agent’s election made as of the Closing Date, with
written notice to Borrowers (i) the rate described as the “London Interbank
Offered Rate” for ninety (90) days in the Money Rates section of the Wall Street
Journal, or (ii) the rate of interest determined by Agent in accordance with its
usual procedures (which determination shall be conclusive absent manifest error)
to be the London interbank offered rate for U.S. Dollars for a ninety (90) day
period based upon the information presented on Reuters Screen LIBOR01 Page as on
11:00 a.m. (London, time) on the day of determination of such LIBOR Rate, divided by (b) a number equal
to 1.00 minus the Reserve Percentage in effect on the day of determination of
such LIBOR Rate (the resulting quotient rounded upwards, if necessary, to the
nearest 1/100th of 1% per annum).  If the Reuters Screen LIBOR01 Page
(or its successor) or The Wall Street Journal ceases to provide such quotes, a
comparable replacement, as determined by Agent, may be used by
Agent.  If on any date of determination (a) more than one “London
Interbank Offered Rate” for a ninety (90) day period is published in The Wall
Street Journal, or (b) more than one London interbank offered rate for a ninety
(90) day period appears on the Reuters Screen LIBOR01 Page, the highest of such
rates will be the rate used for such day; provided, however, that at no
time shall the LIBOR Rate be less than three and three-fourths of one percent
(3.75%) per annum.

     

    
      Consolidated Amended and
Restated Loan and Security Agreement

       

    

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    Lien—any interest in Property or
other personal property securing an obligation owed to, or a claim by, a Person
other than the owner of the Property or other personal property, whether such
interest is based on the common law, statute or contract, and including, but not
limited to, attachments, judgments or tax liens and the security interest or
lien arising from a mortgage, Mortgage, encumbrance, pledge, conditional sale or
trust receipt or a lease, consignment or bailment for security
purposes.  The term “Lien” shall include reservations, exceptions,
encroachments, easements, rights-of-way, covenants, conditions, restrictions,
leases and other title exceptions and encumbrances affecting a Property or other
personal property.  For the purpose of this Agreement, a Borrower
shall be deemed to be the owner of any Property or other personal property which
it has acquired or holds subject to a conditional sale agreement or other
arrangement pursuant to which title to the Property or other personal property
has been retained by or vested in some other Person for security
purposes.

     

    Loan—
means, at any time, the aggregate principal balance of all Revolving Advances
and Protective Advances outstanding at such time.

     

    Loan
Costs—as defined in Section 10.2 of
this Agreement.

     

    Loan
Documents—means, collectively, this Agreement, each Note, each Guaranty,
the Post-Closing Agreement, all Security Documents, the Intercreditor Agreement,
the Omnibus Ratification, and all assignments, instruments, certificates,
notices, requests for advances and other documents now or hereafter executed and
delivered in connection with the transactions contemplated herein.

     

    Loan
Servicer—as defined in Section 10.19 of
this Agreement.

     

    Loan Servicing
Agreement—as defined in Section 10.19 of
this Agreement.

     

    Lodging
Reservations Policies and Procedures—the policies and procedures whereby
a Member makes an Advance Reservation, Holiday Advance Reservation, Holiday
Confirmed Reservation, Space Available Reservation, or other form of reservation
(as such terms are defined in and used in the Rules and Regulations) to occupy
or use a Unit or amenity located at a related Property.

     

    Maturity
Date—means April 30, 2011, as the same may be extended pursuant to Section
2.9.

     

    
      Consolidated Amended and
Restated Loan and Security Agreement

       

    

    
      
        
        

      

      
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    Material Adverse
Effect— means any development, event, condition, obligation, liability or
circumstance or set of events, conditions, obligations, liabilities or
circumstances or any change(s), of whatever nature (including but not limited to
the filing of, or any adverse determination or development in, any litigation,
arbitration or governmental investigation or proceeding) which: (i) has had, or
reasonably could be expected to have (as determined by Agent in its Permitted
Discretion), a material adverse effect upon or material adverse change in (a)
the legality, validity or enforceability of any Loan Document, or (b) the
validity, perfection or priority of any Lien granted to Agent under this
Agreement or any other Loan Document, or (c) the value, validity, enforceability
or collectibility of any material portion of the Collateral; (ii) has been, or
reasonably could be expected to be (as determined by Agent in its Permitted
Discretion), material and adverse to the value of any Collateral or to the
business, affairs, performance, operations, prospects, properties, assets,
liabilities or condition (financial or otherwise) of the Borrowers and the
Guarantors taken as a whole; or (iii) has materially impaired, or reasonably
could be expected to materially impair (as determined by Agent in its Permitted
Discretion), the ability of the Borrowers and the Guarantors collectively to
pay, perform or otherwise observe any of the Obligations, or to consummate the
transactions, under the Loan Documents.

     

    Maximum Loan
Amount—means, (i) from the Closing Date through December 31, 2009,
$110,000,000, (ii) from January 1, 2010 through June 30, 2010, $108,000,000,
(iii) from July 1, 2010 through December 31, 2010, $105,000,000, and (iv)
from January 1, 2011 through the Maturity Date (prior to any extension permitted
pursuant to Section 2.9
hereof), $100,000,000.

     

    Maximum
Rate—as defined in Section 2.2(f)(v)
of this Agreement.

     

    Member—means
any member of the Clubs subject to a Club Membership Plan.  For
avoidance of doubt, a “Member” does not solely by virtue of its membership
rights in a Club, have any equity interests in any Club Entity, Ultimate
Holdings, Private Escapes, or any other Borrower or Guarantor, but is a party to
a Club Membership Agreement (as such term is defined in the applicable Club
Membership Plan) with the applicable Club granting a Membership Interest in such
Club.

     

    Member Assurance
Program—means the “Redemption Assurance Program” or any similar program
established under any Membership Documents (including, without limitation, any
program established in connection with the Trust Option (as defined in the
Contribution Agreement)) and supported by a Membership Trust.  Any
such Member Assurance Program, including any interest in any Property, Borrower
or Guarantor pursuant to such Membership Assurance Program, shall be expressly
subordinated to payment in full of the Loan and all Obligations
hereunder.

     

    Membership
Documents—as
defined in Section
4.21 of this Agreement.

     

    Membership
Interests—means the limited membership rights granted to Members to use
the Clubs subject to the applicable Club Rules and Regulations and pursuant to
the applicable Club Membership Plans.

     

    
      Consolidated Amended and
Restated Loan and Security Agreement

       

    

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    Membership
Trust—means (i)
that certain Delaware statutory trust created or to be created under The
Ultimate Redemption Trust Agreement in accordance with the Club Membership Plan
among Ultimate Operations, Inc., a Delaware corporation, as Trustee, or any
successor trustee, Ultimate Resort, as Settlor, and Ultimate Resort and Ultimate
Redemption Association, Inc., a Delaware non-profit corporation, as
beneficiaries, as the same may be amended, restated, supplemented or otherwise
modified from time to time, or any other similar trust or vehicle relative to
the Clubs and Club Membership Plans and (ii) any trust established in connection
with the Trust Option (as defined in the Contribution Agreement).

     

    Merger
Documents—means the Certificates or Articles of Merger, and all other
documents, instruments, and agreements as necessary and reasonably required to
effectuate the transactions required and contemplated pursuant to the
consolidation plan in relation to the UR Borrowers, the PE Borrowers and their
Affiliates approved by Agent prior to the Closing Date.

     

    Mortgage— means, individually and
collectively, each and every mortgage, deed of trust or other security agreement
executed by a Borrower in favor of Agent or Bahamian Collateral Agent, granting
a security interest and Lien in and to each owned Unit or other owned Property
from time to time, in form and substance acceptable to Agent in its sole
discretion, as the same may hereafter be amended, restated or modified from time
to time.

     

    Net Income
(Loss)—means, with respect to any period, the difference between revenues
and expenses as determined in accordance with GAAP, plus the non-refundable
portion of all Deposits to the extent such amounts are not included as revenue
pursuant to GAAP; provided, however,
notwithstanding anything to the contrary in this Agreement or otherwise, Net
Income (Loss) for all purposes of this Agreement shall not include any
adjustment relating to the conversion of PE DC Members (as defined in the
Contribution Agreement) and/or PE Resigning Members (as defined in the
Contribution Agreement) to the Club Membership Plan.

     

    Net
Proceeds—means, in connection with the SAAC Purchase Transaction, any
other sale of equity interests of Holdings by Ultimate Holdings to a third
party, any sale of equity interests of Ultimate Holdings by Ultimate Resort to
any third party or any issuance of equity interests of Holdings or Ultimate
Holdings to any third party, cash equivalents and cash proceeds received in
connection therewith, net of reasonable out-of-pocket costs and expenses paid or
incurred in connection therewith in favor of any Person not a Company Affiliate
of any Borrower.

     

    New
Borrower—means each newly created wholly-owned Subsidiary of UE Member,
LLC formed to acquire Additional Property, each of which shall be organized
under the laws of the United States or a State thereof, or a foreign
jurisdiction acceptable to Agent, and each of which shall be signatory to an
Assumption and Joinder Agreement.

     

    Non-Compliant
Property—as defined in Section 7.25 of
this Agreement.

     

    Note—means,
individually and collectively, one or more promissory notes, executed by
Borrowers from time to time as requested by Agent evidencing the Loan, as the
same may be amended, modified, divided, split, supplemented and/or restated from
time to time.

     

    
      Consolidated Amended and
Restated Loan and Security Agreement

       

    

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    Obligations—means
all indebtedness, liabilities, obligations, and responsibilities, both financial
and otherwise, to which Borrowers are subject under any of the Loan Documents,
including but not limited to all amounts due or becoming due to Agent and/or
Lenders in respect of the Loan or any of the Loan Documents, including
principal, interest, prepayment premiums, contributions, taxes, insurance
premiums, loan charges, custodial fees, reasonable attorneys’ and paralegals’
fees and expenses and other fees or expenses which are incurred by Agent and/or
Lenders or advanced to or on behalf of Borrowers by Agent and/or Lenders,
pursuant to any of the Loan Documents or in connection with Agent’s and/or
Lender’s enforcement of the prompt and complete payment and performance by
Borrowers of all indebtedness, liabilities and obligations pursuant to this
Agreement, any of the other Loan Documents, or otherwise, including, without
limitation, obligations of payment and interest that accrue after the
commencement of any proceeding under the Bankruptcy Code by or against any such
Person.

     

    Omnibus
Ratification—means that certain Omnibus
Reaffirmation of Loan Documents of even date herewith executed by Borrowers and
each Guarantor in favor of Agent and Bahamas Collateral Agent for the benefit of
themselves and Lenders.

     

    Owners—means collectively, the
Ultimate Owners and PE Owners.

     

    Owner’s
Association—means, collectively, each
non-profit established homeowner’s or similar owner’s association established
pursuant to a Declaration related to a Resort where a Borrower owns a
Unit.

     

    Participant—has the meaning assigned such
term in Section
10.3(b) hereof.

     

    PE
Owners—means
individually and collectively, each of the Persons listed on Schedule 16 attached
hereto owning, directly or indirectly, as of the date hereof, the percentage of
the voting power of the classes of Voting Equity of Private Escapes as set forth
next to such Person’s name on such Schedule.

     

    Permitted
Debt—means: (a)
purchase money Indebtedness (including Capital Leases) relative to personal
property arising after the date hereof to the extent secured by purchase money
Liens not to exceed $5,000,000 unless otherwise agreed to by Agent in the
aggregate at any time outstanding so long as such Liens do not apply to any
property of such Person other than the personal property so acquired, and the
Indebtedness secured thereby does not exceed the cost of such personal property
so acquired; (b) Indebtedness of any Borrower under the JDI Junior Loan, (c)
liabilities related to the PE Resigned Members (as defined in the Contribution
Agreement) pursuant to the terms of the Contribution Agreement and (d) all
liabilities related to the Sypris/Ito Settlement (as defined in the Contribution
Agreement).

     

    Permitted
Discretion—means a determination or judgment made in good faith in the
exercise of reasonable (from the perspective of a secured lender) credit or
business judgment.

     

    Permitted
Exceptions—means (a) any encumbrances or exceptions set forth on a
title commitment or title policy insuring Agent’s or Bahamas Collateral Agent’s
Lien for the benefit of itself and Lenders established by a Mortgage, acceptable
to Agent or Bahamas Collateral Agent, as applicable, in its sole discretion and
set forth in the applicable Mortgage; (b) Liens (other than Liens relating
to Environmental Claims or ERISA) for taxes, assessments or other governmental
charges not yet due and payable; (c) statutory Liens of landlords,
carriers, warehousemen, mechanics, materialmen and other similar liens imposed
by law, which are incurred in the ordinary course of business not more than 30
days delinquent; (d) Liens (other than any Lien imposed by ERISA) incurred
or deposits made in the ordinary course of business in connection with workers’
compensation, unemployment insurance and other types of social security,
statutory obligations, surety and appeal bonds, bids, leases, government
contracts, trade contracts, performance and return-of-money bonds and other
similar obligations (exclusive of obligations for the payment of borrowed
money); (e) Liens securing Indebtedness permitted by Section 7.2(g);
and (f) Liens in favor of Agent and Bahamas Collateral Agent for the
benefit of themselves and Lenders.

     

    
      Consolidated Amended and
Restated Loan and Security Agreement

       

    

    
      
        
        

      

      
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    Person—means an individual,
partnership, corporation, trust, unincorporated organization, limited liability
company or a government or agency or political subdivision thereof.

     

    Post-Closing
Agreement—means,
collectively, (i) that certain Agreement Regarding Post-Closing Matters entered
into among the Ultimate Borrowers, Ultimate Resort, LLC, TH Holdco, LLC, UR
Holdco, LLC, Ultimate Resort Club, LLC, Ultimate Resort Elite Club, LLC, TH
Member, LLC, UR Member, LLC, and Agent dated as of April 30, 2007 and (ii) that
certain Agreement Regarding Post-Closing Matters entered into among Borrowers
and Agent dated as of the date hereof.

     

    Private
Escapes—means
Private Escapes Holdings, LLC, a Delaware limited liability
company.

     

    Private Escapes
Borrowers—means
each of the Affiliates of Private Escapes listed in Part II of Annex A attached
hereto.

     

    Private Escapes
Lenders—as defined in the Recitals hereto.

     

    Private Escapes
Loan Agreement—as defined in the Recitals hereto.

     

    Property—means collectively, (i) all
of Borrowers’ right, title and interest in and to the real property disclosed on
Schedule 15
attached hereto (including all Units related thereto), plus all Additional
Property, in each case for which a Mortgage has been filed in favor of Agent,
Bahamas Collateral Agent or any other Person serving in the capacity of a
collateral agent or trustee, in each case for the benefit of itself and Lenders,
(ii) all personal property used at or in conjunction with the real property
described in clause (i) above, and (iii) all leases held by any Borrower,
including the Intercompany Leases.

     

    Property-Related
Contract—as defined in Section 3.1(b)
of this Agreement.

     

    Pro Rata
Share—means, with
respect to matters relating to the Commitment of a particular Lender, the
percentage obtained by dividing (i) the Commitment of that Lender by
(ii) the Commitments of all Lenders; provided, however, that if the
Commitment of any Lender is terminated pursuant to the terms hereof, then “Pro
Rata Share” means the percentage obtained by dividing (x) the aggregate amount
of such Lender’s outstanding Loans related to such Commitment by (y) the
aggregate outstanding balance of the Loan, as such percentage may be adjusted by
assignments permitted pursuant to Section 10.3.

     

    
      Consolidated Amended and
Restated Loan and Security Agreement

       

    

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    Protective
Advance—as defined in Section 2.12
hereof.

     

    Redemption
Obligation—means the commercially reasonable efforts of any applicable
Club and/or Club Entity to redeem a resigning/departing Member’s Membership
Interest in accordance with the applicable Membership Documents.

     

    Register—as
defined in Section 2.2(c)
of this Agreement.

     

    Related
Transactions—means execution, delivery and consummation of the
transactions contemplated by the Contribution Agreement and Merger
Documents.

     

    Repayment
Amount—means,
with respect to the disposition of any owned real Property, (a) until such
time as the then outstanding principal balance of the Loan is equal to or less
than sixty-five percent (65%) of the Appraised Value of all owned Property
encumbered by a Mortgage from a Borrower in favor of Agent or Bahamas Collateral
Agent (the “Advance
Rate Reduction Event”) one hundred percent (100%) of the net proceeds of
the sale of such Property, and (b) following the Advance Rate Reduction
Event, (i) at all times that the then outstanding principal balance of the
Loan is equal to or greater than Fifty Million Dollars ($50,000,000), one
hundred percent (100%) of the aggregate amount of all advances with respect to
the relevant Property under the Ultimate Loan Agreement or the Private Escapes
Loan Agreement, as applicable, as set forth in the most recent certificate
evidencing the Borrowing Base, and (ii) at all times that the then
outstanding principal balance of the Loan is less than Fifty Million Dollars
($50,000,000), one hundred twenty-five percent (125%) of the aggregate amount of
all advances with respect to the relevant Property under the Ultimate Loan
Agreement or the Private Escapes Loan Agreement, as applicable, as set forth in
the most recent certificate evidencing the Borrowing Base.

     

    Requisite
Lenders—means
with respect to matters relating to Lenders, Lenders holding or being
responsible for 51% or more of the sum of all outstanding Loans.

     

    Resorts—means, collectively, all
resorts, residential subdivisions or similar developments approved from time to
time by Agent in its Permitted Discretion where a Unit owned by a Borrower is
located and included within the Club(s) for use by applicable Members from time
to time, together with all improvements now or hereafter located thereon
including all Resort Facilities, Common Areas, Common Elements, Common
Furnishings, facilities, roadways, easements, equipment and all other
appurtenances thereunto belonging.

     

    Resort
Facilities—means those facilities and amenities at a Resort that are
available for use by owners of Units in such Resort and such other persons as
may be permitted under the applicable Declaration, including, without
limitation, the Common Areas, Common Elements, and Common
Furnishings.

     

    Revolving
Advance—as
defined in Section
2.1 of this Agreement, and including any Subsequent Revolving
Advance.

     

    Rules and
Regulations—means
those certain Rules and Regulations for the Clubs, establishing the rules and
regulations governing a Member’s use rights of a Unit or Resort Facilities in
accordance with the applicable Club Membership Plan, copies of which are
attached hereto as Schedule 4, as
the same may be amended and modified from time to time in accordance with the
terms of this Agreement.

     

    
      Consolidated Amended and
Restated Loan and Security Agreement

       

    

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

    SAAC Purchase
Transaction—means, individually and collectively, any purchase of
outstanding membership interests of Holdings from Ultimate Holdings or any
Company Affiliate of Ultimate Holdings by Secure America Acquisition
Corporation, a Delaware corporation (“SAAC”), or any
Affiliate of SAAC in a transaction or a series of related
transactions.

     

    Security—shall
have the same meaning as in Section 2(1) of
the Securities Act of 1933, as amended.

     

    Security
Documents—means this Agreement, the Indemnity Agreement, the Assignment
of Property-Related Contracts, each Mortgage, each Assignment of Ownership
Interest, the Trademark Security Agreement, the Guarantor Security Agreement,
any deposit account control agreement, and each other agreement pursuant to
which a Lien is now or hereafter granted in favor of Agent, for its benefit and
the benefit of the Lenders.

     

    Settlement
Date—shall have the meaning assigned to it in Section 11.5(a)(ii)
hereof.

     

    Six-Month Debt
Service—means, as of the last day of any calendar month, an amount equal
to six (6) months’ Debt Service on the then-outstanding Indebtedness of
Borrowers to Agent and Lenders under the Loan.  For the avoidance of
doubt, the Indebtedness evidenced by the JDI Junior Loan shall not be included
in the calculations of Six Months Debt Service.

     

    Subsequent
Revolving Advance—shall have the meaning assigned to it in Section 6
hereof.

     

    Subsidiaries—means,
(i) as to Borrowers, any Person in which more than fifty percent (50%) of all
equity, membership, partnership or other ownership interests is owned directly
or indirectly by one or more Borrowers or one or more Subsidiaries of Borrowers,
and (ii) as to any other Person, any Person in which more than fifty percent
(50%) of all equity, membership, partnership or other ownership interests is
owned directly or indirectly by such Person or by one or more of such Person’s
Subsidiaries.

     

    Substituted
Property—as defined in Section 3.15 of
this Agreement.

     

    Tangible Net
Worth— means, for any Person, such Person’s assets (including real
property assets valued at the appraised value, so long as the appraisal is
acceptable to Lender and is not more than two years old) minus liabilities
determined in accordance with GAAP, but without giving effect to amounts due
under the terms of the JDI Junior Loan or the Member Assurance
Program.

     

    Trademark
Security Agreement—means that certain Amended and Restated Trademark
Security Agreement dated as of the date hereof, executed by Ultimate Resort,
Ultimate Holdings and Private Escapes in favor of Agent, as the same may be
amended, restated or otherwise modified from time to time.

     

    
      Consolidated Amended and
Restated Loan and Security Agreement

       

    

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

     

    UE Consolidated
Group— means, collectively, Ultimate Resort, Ultimate Holdings, Holdings
and each of their Subsidiaries.

     

    Ultimate Loan
Agreement—as defined in the Recitals hereto.

     

    Ultimate
Borrowers— means each of the Affiliates of Ultimate Holdings listed in
Part I of Annex
A attached hereto.

     

    Ultimate
Guarantors—means
each Person listed on Part IV of Annex A attached
hereto.

     

    Ultimate
Holdings—means
Ultimate Resort Holdings, LLC, a Delaware limited liability
company.

     

    Ultimate
Owners— means
individually and collectively, each of the Persons listed on Schedule 16 attached
hereto owning, directly or indirectly, as of the date hereof, the percentage of
the voting power of the classes of Voting Equity of Ultimate Holdings as set
forth next to such Person’s name on such Schedule.

     

    Ultimate
Resort—means Ultimate Resort, LLC, a Florida limited liability
company.

     

    Uniform
Commercial Code—means the Uniform Commercial
Code as adopted in the State of Maryland, or as applicable, any State where any
personal property Collateral is located, from time to time.

     

    Unit—means
a residential condominium, town home, cooperative or single family residence
owned or leased by a Borrower in a Resort for the purpose of providing use and
occupancy rights and benefits to Members in accordance with the Club Membership
Plans.

     

    Voting
Equity—means Securities of any class or classes of a corporation the
holders of which are ordinarily, in the absence of contingencies, entitled to
elect a majority of the corporate directors (or Persons performing similar
functions) of such corporation or, in the case of a Person which is not a
corporation, Securities or similar equity or partnership interests which entitle
the holder thereof to elect, select or control the management or policies of
such Person.

     

    1.2           Directly
or Indirectly.  Where any
provision in this Agreement refers to action to be taken by any Person, or which
such Person is prohibited from taking, such provisions shall be applicable
whether such action is taken directly or indirectly by such Person.

     

    1.3           Headings.  Section headings
have been inserted in this Agreement as a matter of convenience of reference
only; such section headings are not a part of this Agreement and shall not be
used in the interpretation of this Agreement.

     

    
      Consolidated Amended and
Restated Loan and Security Agreement

       

    

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

     

    1.4           Accounting
Principles.  Where the
character or amount of any asset or liability or item of income or expense is
required to be determined or any consolidation or other accounting computation
is required to be made for the purposes of this Agreement, the same shall be
determined or made in accordance with GAAP.

     

    1.5           Other
Definition Provisions.  References
to “Sections” shall be to Sections of this Agreement unless otherwise
specifically provided.  For purposes hereof, “including” is not
limiting and “or” is not exclusive.  All capitalized terms defined in
the Uniform Commercial Code and not otherwise defined herein shall have the
respective meanings provided for in the Uniform Commercial Code.  Any
of the terms defined herein may, unless the context otherwise requires, be used
in the singular or the plural depending upon the reference.  All
references to statutes and related regulations shall include any amendments of
same and any successor statutes and regulations.

     

    
      	
              2.

            	
              ADVANCES
      AND LOAN

            


    

     

    2.1           Terms
of the Loan.

     

    (a)           Revolving
Advances.  Each Lender
severally may, pursuant to the terms of this Agreement and subject to the
satisfaction of the conditions precedent in Article 5 of this
Agreement in the case of the Initial Revolving Advance hereunder, or Article 6 of this
Agreement for each Subsequent Revolving Advance (as the case may be), make its
Pro Rata Share of one or more advances (individually a “Revolving Advance”
and collectively the “Revolving Advances”)
to Borrowers under the Loan, and Agent shall cause the same to be made, from
time to time during the Availability Period, provided that

     

    (i)           no
Revolving Advance shall be made

     

    (A)           unless
the applicable conditions precedent, set forth in Articles 5 and 6 hereof, have been
satisfied or waived in writing;

     

    (B)           if
a Default or Event of Default shall then exist; and

     

    (C)           unless
Agent determines in its sole discretion to make such Revolving
Advance;

     

    (ii)           no
Revolving Advance shall be made, with respect to the financing of the
Acquisition Purchase Price or other approved costs and expenses related to any
Property

     

    (A)           unless
the proceeds thereof are to be used to pay or reimburse a Borrower for a portion
of the applicable Acquisition Purchase Price or other costs and expenses
approved by Agent in its sole discretion;

     

    
      Consolidated Amended and
Restated Loan and Security Agreement

       

    

    
      
        
        

      

      
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    (B)           unless
the original principal amount of all outstanding Revolving Advances, including
such Revolving Advance, shall not exceed the Borrowing Base;

     

    (C)           unless
such Revolving Advance shall be disbursed either (1) concurrently with the
consummation of the closing of the applicable Acquisition Contract, or (2) on
such other date as shall be mutually agreed upon by Borrowers and
Agent;

     

    (D)           in
the case of a Revolving Advance to pay the Acquisition Purchase Price for any
Property, unless such Revolving Advance (other than the Initial Revolving
Advance made hereunder) shall be sent directly to a nationally recognized title
company acceptable to Agent, subject to closing and escrow conditions in writing
between Agent and such title company acceptable to Agent;

     

    (E)           if
the proceeds of such Revolving Advance are being used to finance a portion of an
Acquisition Purchase Price for any Property, unless Agent has received evidence
satisfactory to Agent that the applicable Borrower has funded the remaining
portion of the Acquisition Purchase Price not being paid with the proceeds of
such Revolving Advance;

     

    (F)           in
the case of any Subsequent Revolving Advance, unless, after making such
Subsequent Revolving Advance, the Revolving Advances made to finance the
Acquisition Purchase Price with respect to all Property located outside the
fifty United States is not greater than fifty percent (50%) of the aggregate
outstanding balance of all Revolving Advances unless otherwise agreed to by
Agent; and

     

    (G)           in
the case of any Subsequent Revolving Advance, unless the original principal
amount of such Subsequent Revolving Advance shall not exceed the lesser of (1)
sixty-five percent (65%) of the Acquisition Purchase Price of the applicable
Property to be purchased with such Subsequent Revolving Advance or (2)
sixty-five percent (65%) of the Appraised Value of such Property;

     

    (iii)           Subject
to compliance with Section 2.3(e)
hereof, the aggregate outstanding principal balance of the Loan shall not exceed
the Maximum Loan Amount, and on the date of the making of any Subsequent
Revolving Advance and after giving effect thereto, the aggregate outstanding
principal balance of all Revolving Advances made hereunder shall not exceed the
Borrowing Base;

     

    (iv)           Agent
shall have received a written request for the Revolving Advance in the form
attached hereto as Exhibit C or
Exhibit D,
as applicable;

     

    
      Consolidated Amended and
Restated Loan and Security Agreement

       

    

    
      
        
        

      

      
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    (v)           unless
otherwise agreed to by Agent in its sole discretion, each Revolving Advance
shall be in a principal amount of not less than $500,000 (provided, if less than
$500,000 remains available under the Borrowing Base, the amount of the Revolving
Advance may equal the balance of the amount under the Borrowing Base then
remaining);

     

    (vi)          no
more than six (6) Revolving Advances shall be made in any calendar month, unless
otherwise agreed to by Agent.  For each Revolving Advance in any
calendar month in excess of six (6), such Revolving Advance shall be subject to
an additional fee of $5,000; and

     

    (vii)         the
Pro Rata Share of the Revolving Advances of such Lender shall not at any time
exceed its separate Commitment.

     

    The Loan
is a revolving credit facility, and Borrowers shall be permitted, subject to the
terms of this Agreement (including, without limitation, Section 2.1(a)(i)(C)
and Section
2.1(b)), to reborrow amounts repaid and applied to reduce the
Loan.  The obligations of the Lenders hereunder shall be several, and
not joint or joint and several, up to the amount of the respective
Commitments.

     

    (b)           Initial Revolving
Advance.  Lenders agree to make a Revolving Advance to
Borrowers on the Closing Date in an amount mutually agreeable to Lenders and
Borrowers (the “Initial Revolving
Advance”).  Notwithstanding anything to the contrary herein,
Lenders shall not make any additional Revolving Advance to Borrowers after the
Initial Revolving Advance until all appraisals ordered by Agent prior to the
Closing Date have been received and approved by Agent.  Thereafter,
pursuant to Section
2.1(a)(i)(C), at no time shall Agent be obligated to make any Subsequent
Revolving Advance unless Agent determines in its sole discretion to make such
Subsequent Revolving Advance.

     

    (c)           Subsequent
Revolving Advances.  Agent
shall, within five (5) Business Days of Agent’s receipt of a request for a
Subsequent Revolving Advance in the form attached hereto as Exhibit D, deliver
notice to Borrowers whether or not Agent has approved the applicable Additional
Property, subject to the satisfaction of all conditions to making a Subsequent
Revolving Advance in connection therewith set forth in Article 6
hereof.  Failure by Agent to deliver such notification to Borrowers
within such five (5) Business Day period shall be deemed as a rejection by Agent
and Lenders to making such requested Subsequent Revolving Advance, but shall not
preclude Borrowers from making another request for a Revolving Advance for the
same or a similar Additional Property.

     

    (d)           Payments.  The
Loan shall be payable in the manner set forth in Section 2.3 of
this Agreement.  The Loan shall be due and payable on the Maturity
Date, subject to earlier prepayment as provided in Section 2.3, Section 3.5,
Section 3.6
hereof or Article
8 or as otherwise provided herein or in any other Loan Document, together
with any accrued interest thereon then remaining unpaid and any other unpaid
amounts outstanding under this Agreement or any Note or under any of the other
Loan Documents.  The Initial Revolving Advance shall be disbursed on
terms and conditions set forth in Article 5 of this
Agreement, and each Subsequent Revolving Advance hereunder shall be disbursed by
each Lender in the manner set forth in Articles 6 and 11 of this
Agreement.

    
       

      Consolidated Amended and
Restated Loan and Security Agreement

       

    

    
      
        
        

      

      
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    2.2           The
Loan; Rate of Interest; Receipt of Payments.

     

    (a)           Loan
Maturity  The aggregate outstanding amount of the Loan, all
other amounts outstanding pursuant to this Agreement, and all other Obligations
pursuant to this Agreement shall be due and payable in full, if not earlier in
accordance with this Agreement, on the Maturity Date.

     

    (b)           Evidence of
Loans.

     

    (i)           Lender
Records.  Agent shall maintain, in accordance with its usual
practice, true, correct and complete electronic or written records evidencing
the indebtedness and obligations owed by Borrowers to each Lender resulting from
such Lender’s Pro Rata Share of the Loan made to Borrowers from time to time,
including without limitation, the amounts of principal and interest payable and
paid to such Lender from time to time under this Agreement.

     

    (ii)           Agent
Records.  Agent shall maintain true, correct and complete
electronic or written records in which it will record (i) the amount of the
Loan, (ii) the amount of any principal and/or interest due and payable and/or to
become due and payable from Borrowers and payable to each Lender hereunder and
(iii) all amounts received by Agent hereunder from Borrowers and each Lender’s
share thereof.

     

    (c)           Evidence of
Indebtedness.  The entries made in the electronic or written
records maintained pursuant to subsection (b) of
this Section
2.2 (the “Register”) shall,
absent manifest error, be prima facie evidence of the existence and amounts of
the obligations and indebtedness therein recorded; provided, however, that the
failure of Agent to maintain such records or any error therein shall not in any
manner affect the obligations of Borrowers to repay the correct amounts owed
pursuant to the Loan, including all Obligations in accordance with the terms of
this Agreement and all other Loan Documents.  The Register shall be
subject to the terms of Section 10.3(c)
hereof.

     

    (d)           Monthly
Statements.  Agent will account to Borrowers monthly with a
written statement of the outstanding balance of principal of and accrued and
unpaid interest under the Loan and any charges and payments made pursuant to
this Agreement, provided, however, that the
failure of Agent to provide such written statement shall not constitute a
default or breach by Agent of this Agreement or any other Loan Document and in
the absence of manifest error, such accounting rendered by Agent shall be deemed
final, binding and conclusive unless Agent is notified by Borrowers in writing
to the contrary within thirty (30) calendar days of receipt of each accounting,
which notice shall be deemed an objection only to items specifically objected to
therein.

     

    
      
        
          
            Consolidated Amended and
Restated Loan and Security Agreement

          

        

      

    

     

    
      
        
        

      

      
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    (e)           Notes.  Each
Borrower agrees that:

     

    (i)           upon
written notice by Agent to Borrowers that a promissory note or other evidence of
indebtedness is requested by Agent (for itself or on behalf of any Lender) to
evidence the Loan and other Obligations owing or payable to, or to be made by,
such Lender, Borrowers shall promptly (and in any event within ten (10) Business
Days of any such request) execute and deliver to Agent an appropriate promissory
note or notes in form and substance reasonably acceptable to Agent and Borrowers
and substantially in the form of Exhibit E attached
hereto, payable to the order of Agent (or such Lender, as applicable) in a
principal amount equal to the amount of the Loan owing or payable to Agent (or
such Lender, as applicable);

     

    (ii)           all
references to Notes in the Loan Documents shall mean Notes, if any, to the
extent issued (and not returned to the Borrowers for cancellation) hereunder, as
the same may be amended, modified, divided, supplemented and/or restated from
time to time; and

     

    (iii)           upon
Agent’s written request (for itself, or on behalf of any Lender), and in any
event within ten (10) Business Days of any such request, Borrowers shall execute
and deliver to Agent new Notes (on substantially the same terms and in
substantially the same form) and/or divide the Notes in exchange for then
existing Notes in such smaller amounts or denominations as Agent shall specify
in its sole and absolute discretion; provided that the
aggregate principal amount of such new Notes shall not exceed the aggregate
principal amount of the Notes outstanding at the time such request is made; and
provided, further, that such
Notes that are to be replaced shall then be deemed no longer outstanding
hereunder and replaced by such new Notes and returned to the Borrowers within a
reasonable period of time after Agent’s receipt of the replacement
Notes.

     

    (f)           Rate of
Interest.

     

    (i)           Interest
shall accrue on the Loan at a rate per annum equal to the Interest Rate as more
particularly provided for in this clause (f), and shall be due monthly in
arrears on the first day of the month following the month in respect of which
such interest accrued, provided that all accrued and
unpaid interest on the Maturity Date shall be due on the Maturity Date, subject
to earlier prepayment as provided herein or in any other Loan
Document.  Interest shall be paid as provided in Section 2.3(a)(i)
of this Agreement.

     

    (ii)           Interest
shall be calculated under this clause (f) on the basis of actual days elapsed
over a period of a 360 day year.

     

    (iii)           The
Loan shall bear interest as of the date of such Lender’s wiring of funds thereof
through the date of the receipt by Agent of the repayment of the Loan (if the
repayment of all or any portion of the Loan is received by Agent later than 1:00
pm, Eastern time, then interest accrual thereon shall be through the next
Business Day following such receipt).  After the occurrence of any
Event of Default or after the Maturity Date (if the aggregate principal balance
of the Loan and any other sums due under any Security Document or Loan Document
is not paid in full on the Maturity Date), the Loan will bear interest at the
Default Rate.

     

    
      
        Consolidated Amended and
Restated Loan and Security Agreement

      

       

    

    
      
        
        

      

      
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    (iv)           Whenever,
subsequent to the date of this Agreement, the LIBOR Rate is increased or
decreased, the Interest Rate shall be similarly changed without notice or demand
of any kind by an amount equal to the amount of such change in the LIBOR Rate on
the day of such change (subject to the Maximum Rate).

     

    (v)           Borrowers,
Agent and Lenders intend to comply at all times with applicable usury
laws.  All agreements between Borrowers, Agent and Lenders, whether
now existing or hereafter arising and whether written or oral, are hereby
limited so that in no contingency, whether by reason of demand or acceleration
of the maturity of any Loan or otherwise, shall the interest contracted for,
charged, received, paid or agreed to be paid to Agent and/or Lenders exceed the
maximum amount permissible under Applicable Law (the “Maximum
Rate”).  Agent and Lenders may, in determining the Maximum Rate
in effect from time to time, take advantage of any law, rule or regulation in
effect from time to time available to Agent and/or Lenders which exempts Agent
and/or any Lender from any limit upon the rate of interest it may charge or
grants to Agent and Lenders the right to charge a higher rate of interest than
that otherwise permitted by Applicable Law.  If, from any circumstance
whatsoever, interest would otherwise be payable to Agent and/or Lenders in
excess of the Maximum Rate, the interest payable to Agent and Lenders shall be
reduced to the Maximum Rate; and if from any circumstance Agent and/or any
Lender shall ever receive anything of value deemed interest by Applicable Law in
excess of the Maximum Rate, an amount equal to any excessive interest shall be
applied to the reduction of the principal of the Loan and not to the payment of
interest, or if such excessive interest exceeds the unpaid balance of principal
of the Loan, such excess shall be refunded to Borrowers.  All interest
paid or agreed to be paid to Agent and/or Lenders shall, to the extent permitted
by Applicable Law, be amortized, prorated, allocated and spread throughout the
full period until payment in full of the principal so that the interest on the
Loan for such full period shall not exceed the Maximum
Rate.  Borrowers agree that in determining whether or not any interest
payment under the Security Documents or other Loan Documents exceeds the Maximum
Rate, any non-principal payment (except payments specifically described in the
Security Documents as “interest”) shall, to the maximum extent not prohibited by
law, be an expense, fee or premium rather than interest.  Agent and
Lenders hereby expressly disclaim any intent to contract for, charge or receive
interest in an amount which exceeds the Maximum Rate.  The provisions
of this Agreement, the Notes, and all other Security Documents and Loan
Documents are hereby modified to the extent necessary to conform to the
limitations and provisions of this paragraph, and this paragraph shall govern
over all other provisions in any document or agreement now or hereafter
existing.  This paragraph shall never be superseded or waived unless
there is a written document executed by Agent, Lenders and Borrowers, expressly
declaring the usury limitation set forth in this paragraph to be null and void,
and no other method or language shall be effective to supersede or waive this
paragraph.

     

    
      Consolidated Amended and
Restated Loan and Security Agreement

       

    

    
      
         


      

      
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      (vi)           If
any change in any, or imposition of any new, Applicable Law, whether or not
having the force of law, including, without limitation, the imposition of any
reserve and/or special deposit requirement, results in or causes any Lender to
be subject to any (i) tax, levy, impost, charge, fee, duty, deduction or
withholding of any kind whatsoever (other than any tax imposed upon the total
net income of such Lender), (ii) increase in the cost to such Lender of
maintaining the Loan at the Interest Rate based upon the LIBOR Rate or (iii)
reduction in the amount of principal or interest receivable by such Lender in
respect of the Loan bearing interest at the LIBOR Rate, then Borrowers shall
(y) pay to Agent, for the benefit of Lenders, within 10 days after receipt
of a notice from Agent, an amount equal to such increased cost or reduced amount
and (z) have the right to request that such Loan be converted to a Loan bearing
interest at a comparable interest rate based upon a prime based rate of interest
determined by Agent.

    

     

    (vii)           If
any change in any, or imposition of any new, Applicable Law, whether or not
having the force of law, including, without limitation, the imposition of any
reserve and/or special deposit requirement, results in or causes it to be
unlawful for any Lender to make, maintain or fund its share of the Loan at the
LIBOR Rate, then, upon the occurrence of such event, such Lender shall notify
Agent and Agent shall notify Borrowers thereof and thereupon such Loan, unless
then repaid in full, automatically shall convert to a Loan bearing interest at a
comparable interest rate based upon a prime based rate of interest determined by
Agent in its Permitted Discretion.

     

    (g)           Interest and
Other Payments Due on Holidays.  If any payment due on, or with
respect to, this Agreement, the Notes or any other Security Document or Loan
Document shall fall due on a day other than a Business Day, then such payment
shall be made on the 1st Business Day following the day on which such payment
shall have so fallen due; provided that if all or any
portion of such payment shall consist of a payment of interest, for purposes of
calculating such interest, such payment shall be deemed to have been originally
due on such first following Business Day, and such interest shall accrue and be
payable to (but not including, subject to clause (h) below) the actual date of
payment.

     

    (h)           Application of
Payments Received after 3:00 pm.  Any payment
actually received by Agent at or before 3:00 pm, Eastern time, by federal funds
wire transfer on any Business Day, shall be deemed to have been received by
Agent on such day.  Any payment actually received by Agent after 3:00
pm, Eastern time, by federal funds wire transfer on any Business Day, shall be
deemed to have been received on the next following Business Day.  All
payments received by Agent on a day other than a Business Day, or in a manner
other than by federal funds wire transfer, shall be deemed to have been received
by Agent on the Business Day such amounts actually become available to Agent
prior to 3:00 pm, Eastern time in immediately available funds.

     

    2.3           Mandatory
Prepayments of Loan; Voluntary Prepayments of Loan.

     

    (a)           Mandatory
Prepayments.

     

    (i)           All
payments delivered to Agent, other than (A) as set forth in Section 2.3(a)(ii)(A)
and Section
2.3(e) hereof and (B) proceeds arising from the sale of Collateral
more particularly set forth in Section 8.2(c)
hereof, in good, immediately available funds in legal tender of the United
States of America, shall be applied to the Obligations by Agent and Lenders as
follows:

     

    
      Consolidated Amended and
Restated Loan and Security Agreement

       

    

    
      
        
        

      

      
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    first, towards the payment of
fees due Agent or any Lender pursuant to the terms of this Agreement and any
other fees, costs and expenses due Agent or any Lender pursuant to Section 10.2 of
this Agreement,

     

    second, to pay the
outstanding amount of any Protective Advances,

     

    third, towards the payment of
accrued and unpaid interest under this Agreement in respect of the
Loan,

     

    fourth, to the payment of the
principal of the Loan, and

     

    fifth, towards the payment of
all other Obligations in any manner determined by Agent in its
discretion.

     

    Interest
accrued on the Loan in respect of any month shall be due and payable on, and
shall be paid by Borrowers no later than, the first Business Day of the
following calendar month.

     

    (ii)           Subject
to all other terms and provisions of this Agreement

     

    (A)           In
the event any Borrower sells or otherwise disposes of any owned Property, such
Borrower shall pay to Agent the applicable Repayment Amount for such Property;
plus the
amount, if any, owed by Borrowers pursuant to Section 2.3(d) after
giving effect to the removal of such Property from the Borrowing Base (if
applicable), and Agent shall apply such payments in accordance with the
provisions set forth in Section 2.3(a)(i)
hereof; provided,
further, that if a Default or an Event of Default exists, such Borrower shall
repay the Loan in an amount equal to the sum of (y) one hundred percent (100%)
of the net proceeds from the disposition of such Property plus (z) the amount,
if any, owed by Borrowers pursuant to Section 2.3(d) after
giving effect to such sale.

     

    (B)           Any
repayments under this Section 2.3(a)(ii)
shall be made promptly but in no event more than one (1) Business Day following
receipt of the net proceeds of such sale, and until the date on which Agent
receives such payment, such proceeds shall be held in trust for Agent and
Lenders.  Following any such repayment, Agent agrees to promptly
release its security interest in such Property and to promptly execute and
deliver to Borrowers all releases, forms, agreements, filings, and other items
necessary to evidence such release. For purposes of this Section 2.3(a)(ii),
“net proceeds” means gross proceeds less the reasonable third-party costs of
such sales or other disposition (including, without limitation, customary
brokerage fees, reasonable attorney’s fees, taxes or reserves for taxes payable
as a result of such sale, and other transaction costs and
expenses).

     

    
      Consolidated Amended and
Restated Loan and Security Agreement

       

    

    
      
        
        

      

      
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    (b)           No
Offset.  Notwithstanding any other term or provision contained
in this Agreement, Borrowers’ payment obligations are absolute and
unconditional.  Borrowers hereby waive (i) demand, presentment,
protest and (ii) any rights of rescission, setoff, or recoupment, with respect
to any and all instruments and/or Loan Documents.


    (c)           Voluntary
Prepayments.  Borrowers may prepay the Loan in whole, but not
in part, and terminate this Agreement (a “Voluntary
Termination”) at any time prior to the Maturity Date by providing Agent
with written notice (the “Termination Notice”)
at least thirty (30) calendar days prior to the specific date upon which
Borrowers intend to pay all of the Obligations due under the Loan in full (the
“Termination
Date”).  After receipt of the Termination Notice, all of the
Obligations shall be immediately due and payable upon the earlier of the
Maturity Date or the Termination Date, as applicable.  If, in
connection with a Voluntary Termination, Borrowers do not pay and perform all
Obligations on the Termination Date, such occurrence shall not be deemed an
Event of Default (in the absence of any other Event of Default), and Borrowers
may subsequently terminate this Agreement only upon delivering to Agent a new
Termination Notice and complying with all of the terms of this Section
2.3(c).  Notwithstanding the foregoing, Borrowers shall have
the right to voluntarily prepay any part of the Loan at any time.

     

    (d)           Borrowing
Base.  If on any date the aggregate original principal amount
of the Loan shall exceed the Borrowing Base on such date, Borrowers shall
promptly pay the amount of such excess to Agent together with interest accrued
thereon to (but not including) the date of such payment, and such amounts shall
be applied by Agent when received in good, collected funds as set forth in
clauses second and third of Section 2.3(a)(i)
hereof.  If the outstanding principal amount of the Loan shall at any
time exceed the Maximum Loan Amount, Borrowers shall promptly pay the amount of
such excess to Agent together with interest accrued thereon to (but not
including) the date of such payment and such amounts shall be applied by Agent
when received in good, collected funds as set forth in clauses second and third
of Section 2.3(a)(i)
hereof.

     

    (e)           Minimum
Amortization. Notwithstanding anything to the contrary in this Agreement,
(i) on December 31, 2009, Borrowers shall pay to Lenders a cash amount (to be
applied in accordance with Section 2.3(a)(i)
hereof) equal to $2,000,000, (ii) on June 30, 2010, Borrowers shall pay to
Lenders a cash amount (to be applied in accordance with Section 2.3(a)(i)
hereof) equal to $3,000,000 and (iii) on December 31, 2010, Borrowers shall pay
to Lender a cash amount (to be applied in accordance with Section 2.3(a)(i)
hereof) equal to $5,000,000.  Additionally, notwithstanding anything
to the contrary in this Agreement, to the extent that Borrowers have exercised
one or both extension options set forth in Section 2.9 hereof in
accordance with the terms thereof, (i) on June 30, 2011, Borrowers shall pay to
Lenders a cash amount (to be applied in accordance with Section 2.3(a)(i)
hereof) equal to $5,000,000, (ii) on December 31, 2011, Borrowers shall pay to
Lender a cash amount (to be applied in accordance with Section 2.3(a)(i)
hereof) equal to $5,000,000, (iii) on June 30, 2012, Borrowers shall pay to
Lenders a cash amount (to be applied in accordance with Section 2.3(a)(i)
hereof) equal to $5,000,000, and (iv) on December 31, 2012, Borrowers shall pay
to Lenders a cash amount (to be applied in accordance with Section 2.3(a)(i)
hereof) equal to $5,000,000.  Agent and Lenders shall have no
obligation to release any Liens on any Collateral in connection with such
payments.  Each such payment shall immediately result in a
corresponding permanent reduction in the Maximum Loan Amount.  Upon
receipt of payment of any Repayment Amount, insurance proceeds, Condemnation
Compensation or mandatory prepayment pursuant to Section 2.3(f) to be
credited toward payment of principal of the Loan pursuant to Section 2.3(a)(i)
hereof, Agent shall credit the amount actually received to the next scheduled
required amortization payment(s) described above.  In the event that,
as of the end of each such amortization period described above, the Repayment
Amount(s), insurance proceeds, Condemnation Compensation and/or mandatory
prepayments pursuant to Section 2.3(f)
actually collected by Agent through the end of such amortization period is not
sufficient to satisfy the amount of principal reduction payable by Borrower to
Agent and Lenders through the end of such amortization period, Borrower shall
pay to Agent such difference.  In the event that, as of the end of
each such amortization period, the Repayment Amounts, insurance proceeds,
Condemnation Compensation and mandatory prepayments pursuant to Section 2.3(f)
collected by Agent during such amortization period are in excess of the amount
necessary to satisfy the required principal reduction payments to be made by
Borrower through such amortization period, the excess amount of such payments
shall be applied to the next succeeding principal payment described
above.

     

    
      Consolidated Amended and
Restated Loan and Security Agreement

       

    

    
      
         


      

      
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    (f)           SAAC Purchase
Transaction; Other Equity Sales or Issuances.  Notwithstanding
anything to the contrary in this Agreement, within one (1) Business Day
following consummation of the SAAC Purchase Transaction, any other sale of
equity interests of Holdings by Ultimate Holdings to a third party, any sale of
equity interests of Ultimate Holdings by Ultimate Resort to any third party or
any issuance of equity interests of Holdings or Ultimate Holdings to any third
party, Borrowers shall prepay the Loan in an amount equal to the greater of (i)
twenty-five percent (25%) of the Net Proceeds of the SAAC Purchase Transaction
or such other sale or issuance of equity interests of Holdings paid to Holdings,
Ultimate Holdings and/or any Company Affiliate of Ultimate Holdings, as
applicable and (ii) $5,000,000; provided, that in no event shall the amount
prepaid pursuant to this Section 2.3(f) exceed
the amount required to be paid as of the date of such prepayment to reduce the
principal balance of the Loan to an amount equal to sixty-five percent (65%) of
the Appraised Value of all owned Property encumbered by a Mortgage from a
Borrower in favor of Agent or Bahamas Collateral Agent.  Any amounts
paid pursuant to this Section 2.3(f) shall
be applied to the principal balance of the Loan notwithstanding the provisions
of Section
2.3(a) above.

     

    2.4           Intentionally
Omitted.

    


    2.5           Exit
Fee.  Upon the earlier of (i) the Maturity Date, or (ii) the
date which (A) Borrowers terminate the Loan and this Agreement under Section 2.3(c)
hereof, (B) Agent demands or Borrowers are otherwise required to make
payment in full of the Obligations following the occurrence of an Event of
Default, (C) a voluntary or involuntary Change in Management occurs, (D) any
other voluntary or involuntary prepayment of the Obligations (other than a
partial prepayment under Section 2.3(c) hereof
or application of Repayment Amounts, insurance proceeds and/or Condemnation
Compensation as contemplated herein) by Borrowers or any other Person occurs,
whether by virtue of Agent’s exercising its remedies or otherwise, (E) Agent
accelerates the Loan or makes any demand for payment of the Obligations, or (F)
any payment or reduction of the outstanding balance of the Loan is made during a
bankruptcy, reorganization or other proceeding or is made pursuant to any plan
of reorganization or liquidation or any law providing relief to debtors ((i) and
(ii) collectively, the “Exit Fee Date”),
then, on or before the Exit Fee Date Borrower shall pay to Agent, as additional
interest and not as a penalty, an exit fee in an amount equal to $1,650,000,
which represents one and one-half of one percent (1.5%) of $110,000,000 (the
“Exit
Fee”).

     

    
      Consolidated Amended and
Restated Loan and Security Agreement

       

    

    
      
         


      

      
        29

        
          

        

      

      
         


      

    

     

    2.6           Intentionally
Omitted.


     

    2.7           Computation
of Fees; Lawful Limits.  All fees
hereunder shall be computed on the basis of a year of 360 days and for the
actual number of days elapsed in each calculation period, as
applicable.  In no contingency or event whatsoever, whether by reason
of acceleration or otherwise, shall the interest and other charges paid or
agreed to be paid to Lenders for the use, forbearance or detention of money
hereunder exceed the maximum rate permissible under Applicable Law which a court
of competent jurisdiction shall, in a final determination, deem applicable
hereto.  If, due to any circumstance whatsoever, fulfillment of any
provision hereof, at the time performance of such provision shall be due, shall
exceed any such limit, then, the obligation to be so fulfilled shall be reduced
to such lawful limit, and, if Lenders shall have received interest or any other
charges of any kind which might be deemed to be interest under Applicable Law in
excess of the maximum lawful rate, then such excess shall be applied first to
any unpaid fees and charges hereunder, then to unpaid principal balance owed by
Borrowers hereunder, and if the then remaining excess interest is greater than
the previously unpaid principal balance, Lenders shall promptly refund such
excess amount to Borrowers and the provisions hereof shall be deemed amended to
provide for such permissible rate.  The terms and provisions of this
Section 2.7
shall control to the extent any other provision of any Loan Document is
inconsistent herewith.

     

    2.8           Intentionally
Omitted.

     

    2.9           Extension
Term.

     

     Borrowers
may request that Agent and Lenders extend the Maturity Date for two
(2) additional twelve (12) calendar month periods in accordance with the
requirements below.  Such extension requests shall be granted to
Borrowers upon the satisfaction of the following
conditions:  (a) Borrowers shall have delivered to Agent a
written request to extend the Maturity Date at least sixty (60), but not more
than ninety (90) calendar days, prior to the expiration of the then-effective
Maturity Date; (b) Borrowers shall have delivered to Agent, for the benefit
of the Lenders, on or before the effectiveness of such extension, an extension
fee equal to one-quarter of one percent (0.25%) of the then Maximum Loan Amount;
(c) no Default or Event of Default shall have occurred at the time of
making the extension request or the commencement of the extension term of the
Loan; (d) Borrowers shall have executed any agreements, documents or
amendments to this Agreement and the other Loan Documents reasonably requested
by Agent in connection with such extension; (e) during the extended term of
the Loan, all terms and conditions of the Loan Documents (other than the
original Maturity Date or this extension option) shall continue to apply; and
(f) Borrowers shall pay all out-of-pocket costs and expenses incurred by
Agent in connection with such extension of the Loan including Agent’s reasonable
attorneys’ fees.

     

    
      Consolidated Amended and
Restated Loan and Security Agreement

       

    

    
      
        
        

      

      
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    2.10           Taxes
and Other Charges.  All payments and
reimbursements to Agent and/or Lenders made under any Loan Document shall be
free and clear of and without deduction for all taxes, levies, imposts,
deductions, assessments, charges or withholdings, and all liabilities with
respect thereto of any nature whatsoever (“Taxes”), excluding
taxes to the extent imposed on Agent’s and/or Lenders’ income or
profits.  If Borrowers shall be required by law to deduct any such
amounts from or in respect of any sum payable under any Loan Document to Agent
and/or Lenders, then the sum payable to Agent and/or Lenders shall be increased
as may be necessary so that, after making all required deductions, Agent and/or
such Lender, as applicable, receives an amount equal to the sum it would have
received had no such deductions been made.  Notwithstanding any other
provision of any Loan Document, if at any time after the Closing Date
(a) any change in any existing law, regulation, treaty or directive or in
the interpretation or application thereof, (b) any new law, regulation, treaty
or directive enacted or any interpretation or application thereof, or
(c) compliance by Agent and Lenders with any request or directive (whether
or not having the force of law) from any governmental authority:  (i)
subjects Agent and/or any Lender to any tax, levy, impost, deduction,
assessment, charge or withholding of any kind whatsoever with respect to any
Loan Document, or changes the basis of taxation of payments to Agent and/or any
Lender of any amount payable thereunder (except for income taxes, franchise
taxes imposed in lieu of income taxes, or other similar tax upon income or
profits of Agent or any Lender, imposed generally by federal, state or local
taxing authorities with respect to interest or commitment fees or other fees
payable hereunder or changes in the rate of tax on the overall income or profits
of Agent and/or such Lender), or (ii) imposes on Agent and/or any Lender any
other condition or increased cost in connection with the transactions
contemplated thereby or participations therein; and the result of any of the
foregoing is to increase the cost to Agent and/or any Lender of making or
continuing or maintaining any Loan hereunder or to reduce any amount receivable
hereunder, then, in any such case, Borrowers shall promptly pay to Agent and/or
such Lenders, as applicable, any additional amounts necessary to compensate
Agent and/or such Lender, on an after-tax basis, for such additional cost or
reduced amount as determined by Agent and/or such Lender.  If Agent or
any Lender becomes entitled to claim any additional amounts pursuant to this
Section 2.10 it
shall promptly notify Borrowers of the event by reason of which Agent and/or
such Lender claims to become so entitled and provide such other information
regarding the matter as Borrowers may reasonably request for the purpose of
confirming the claim.  Borrowers shall be afforded a reasonable
opportunity to review and contest in good faith the applicability of any new
law, regulation, treaty or directive enacted or any interpretation or
application thereof that imposes any new or additional obligation upon Borrowers
as contemplated by this Section
2.10.

     

    2.11           Borrower
Representative; Reliance.  Each
Borrower irrevocably appoints Holdings as its agent for all purposes relevant to
this Agreement and all other Loan Documents, including the giving and receipt of
notices and execution and delivery of all documents, instruments, and
certificates contemplated herein and therein and all modifications hereto and
thereto.  Any acknowledgment, consent, direction, certification, or
other action which might otherwise be valid or effective only if given, taken or
received by any Borrower acting singly, shall be valid and effective if given,
taken or received only by Holdings, whether or not any other Borrower joins
therein, and Agent and Lenders shall have no duty or obligation to make further
inquiry with respect to the authority of Holdings under this Section 2.11,
provided that
nothing in this Section 2.11
shall limit the effectiveness of, or the right of Agent and Lenders to require
and rely upon, any notice, document, instrument, certificate, acknowledgment,
consent, direction, certification, or other action to be delivered by Borrowers
pursuant to this Agreement or the other Loan Documents.  With respect
to any action hereunder, Agent and Lenders may conclusively rely upon, and shall
incur no liability to any Borrower in acting upon, any request or other
communication that Agent or any Lender reasonably believes to have been given or
made by a Person authorized on a Borrower ‘s behalf, whether or not such Person
is listed on the incumbency certificate delivered pursuant to this
Agreement.  In each such case, each Borrower hereby waives the right
to dispute Agent’s and Lenders’ actions based upon such request or other
communication absent manifest error.

     

    
      Consolidated Amended and
Restated Loan and Security Agreement

    

    
      
         


      

      
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    2.12           Payments
by Agent; Protective Advances

     

    (a)           Should
any amount required to be paid under any Loan Document be unpaid beyond any
applicable cure period, such amount may be paid by Agent, for the account of
Lenders, and Borrower irrevocably authorizes disbursement of any such funds to
Agent, for the benefit of itself and the Lenders, by way of direct payment of
the relevant amount, interest or Obligations in accordance with Section 2.3 without
necessity of any demand whether or not a Default or Event of Default has
occurred or is continuing.  No payment of any amount by Agent, Lenders
or any other Person shall entitle any Person to be subrogated to the rights of
Agent and/or Lenders under any Loan Document unless and until the Obligations
(other than indemnity
obligations under the Loan Documents that are not then due and payable or for
which any events or claims that would give rise thereto are not then pending)
have been fully performed and paid indefeasibly in cash and this
Agreement has been terminated.  Any sums expended or amounts paid by
Agent pursuant to this Section 2.12(a)
as a result of Borrower’s failure to pay, perform or comply with any Loan
Document or any of the Obligations may be deemed to be paid in full by Borrower,
charged to Borrower’s account as an advance under the Loan and added to the
Obligations.

     

    (b)           Notwithstanding
any provision of any Loan Document, Agent, in its sole discretion, shall have
the right, but not any obligation, at any time that Borrower fails to do so, and
from time to time, without prior notice, to: (i) discharge (at Borrower’s
expense) taxes or Liens affecting any of the Collateral that have not been paid
in violation of any Loan Document or that jeopardize Agent’s Lien priority in
the Collateral, including any underlying collateral securing the Loan; or (ii)
make any other payment (at Borrower’s expense) for the administration,
servicing, maintenance, preservation or protection of the Collateral, or any
underlying collateral securing the Loan (each such advance or payment set forth
in clause (a) above and clauses (i) and (ii) herein, a “Protective
Advance”). Agent shall be
reimbursed for all Protective Advances pursuant to Section 2.3 and any
Protective Advances shall bear interest at the Interest Rate from the date the
Protective Advance is paid by Agent until it is repaid.  No Protective
Advance by Agent shall be construed as a waiver by Agent, or any Lender of any
Default, Event of Default or any of the rights or remedies of Agent or any
Lender.

     

    2.13           Late
Fee.  Notwithstanding
any other provision of any Loan Document, if any payment, interest, Obligation,
fee, charge or other amount due under any Loan Document is not received by Agent
within three (3) Business Days of its due date (other than a final payment due
at maturity or upon acceleration of the Obligations), then Borrowers shall pay
to Agent, for the benefit of itself and Lenders, a late charge equal to 5.0% of
the amount not timely made or paid.

     

    
      Consolidated Amended and
Restated Loan and Security Agreement

       

    

    
      
        
        

      

      
        32

        
          

        

      

      
        
        

      

    

     

    
      	
              3.

            	
              COLLATERAL

            


    

     

    3.1           Security.  For the purpose
of securing the prompt and complete payment and performance by Borrowers of all
of the Obligations, Borrowers do unconditionally and irrevocably hereby grant to
Agent, for the benefit of itself and Lenders, a first priority security interest
in, and a Lien upon, all of their assets, including real and personal property
of Borrowers, whether now owned or hereafter acquired (such property being
herein referred to as the “Collateral”),
including without limitation, the following:

     

    (a)           all
Property;

     

    (b)           each
of the following in each case as it directly relates to, or is used in
connection with, any Property:

     

    (i)           all
of each Borrower’s right, title and interest in, to and under (including,
without limitation, all revenues, proceeds, rents and other benefits derived
from) any franchises, permits, trade names, trademarks (and goodwill associated
therewith), approvals, leasehold interests (whether as lessor or lessee or
sublessor or sublessee), management contracts, marketing contracts, maintenance
contracts, utility contracts, security contracts, other servicing contracts,
licensing contracts or other similar contracts, and all guaranties of any of the
foregoing or any other guaranties issued to Agent for the benefit of itself and
Lenders for the direct or indirect benefit of Borrowers, including, without
limitation, the contracts set forth on Schedule 7 to
this Agreement (individually, a “Property-Related
Contract” and, collectively, the “Property-Related
Contracts”), relating, in each case, to all Property;

     

    (ii)           all
of each Borrower’s Accounts, Contracts, Documents, Fixtures, Goods, Instruments,
Investment Property, Equipment, Inventory, Receivables, Contract Rights, General
Intangibles, Chattel Paper;

     

    (iii)           all
Books and Records;

     

    (iv)           all
fixtures, fittings, machinery, appliances, Equipment, apparatus, furnishings,
and personal property of every nature found on or used in connection with all
Property or otherwise owned by any Borrower;

     

    (v)           all
of each Borrower’s right, title and interest of whatever character (whether as
owner, chattel lessee, Unit owner or otherwise, whether vested or contingent and
whether now owned or hereafter acquired) in and to any and all judgments,
settlements, claims, awards, insurance proceeds and other proceeds and
compensation, and any interest thereon (collectively, “Compensation”), now
or hereafter made or payable in connection with (i) any casualty or other damage
to all or any part of any Property, (ii) any condemnation proceedings affecting
any of the foregoing or any rights thereto or any interest in or to any
Property, (iii) any damage to or taking of any of the foregoing or any rights in
any Property or any interest therein arising from or otherwise relating to any
exercise of the power of eminent domain (including, without limitation, any and
all Compensation for change of grade of streets or any other injury to or
decrease in the value of any Property), or any conveyance in lieu of or under
threat of any such taking, (iv) any and all proceeds of any sale,
assignment or other disposition of any Property or any rights thereto or any
interest therein, (v) any and all proceeds of any other conversion (whether
voluntary or involuntary) of any Property or any rights thereto or any interest
therein or to cash or any liquidated claim, and (vi) any and all refunds
and rebates of or with respect to any Insurance Premium, any Imposition or any
other charge for utilities relating to any Property (including, without
limitation, any and all refunds and rebates of or with respect to any deposit or
prepayment relating to any such Insurance Premium, Imposition or charge), and
any and all interest thereon, whether now or hereafter payable or
accruing;

     

    
      Consolidated Amended and
Restated Loan and Security Agreement

    


    
      
         


      

      
        33

        
          

        

      

      
         


      

    

     

    (vi)           proceeds
of any sale, assignment, transfer or other disposition of any Property or other
Collateral or any rights thereto or any interest therein; and

     

    (vii)           all
of each Borrower’s right, title and interest of whatever character (whether as
owner, vendor, mortgagee, chattel lessee, Unit owner or otherwise, whether
vested or contingent and whether now owned or hereafter acquired) in and to the
Club Membership Plans;

     

    (c)           all
other “Mortgaged Property” or “Trust Property” as such term is defined in each
Mortgage and all options that Borrowers may obtain;

     

    (d)           Each
Borrower’s right, title and interest in and to all Intercompany Leases and Lease
Revenue;

     

    (e)           all
of each Borrower’s right, title and interest in and to all Acquisition Contracts
and other Property Related Contracts, and any earnest money, escrow deposit or
other down payment contemplated in such Acquisition Contract or such Property
Related Contracts; and

     

    (f)           all
proceeds and products of the foregoing and all accessions to, substitutions and
replacements for, and rents and profits of, each of the foregoing;

     

    whether
such Collateral shall be presently in existence or whether it shall be acquired
or created by Borrowers at any time hereafter, wherever located, together with
the products and proceeds thereof, and any replacements, additions and/or
accessions thereto and substitutions thereof and after-acquired Property; provided, however,
notwithstanding the foregoing, no Borrower shall be required to grant to Agent,
on behalf of Lenders, a Lien upon any equity interests owned by such Borrower of
any Person that is a Subsidiary of such Borrower that is not required to be a
Borrower hereunder.

     

    Borrowers
consent and agree that neither Agent nor any Lender shall be under any
obligation to marshal any assets (including, without limitation, any pledged
ownership interests or any life insurance proceeds) in favor of Borrowers, or
against or in payment of any or all of the Obligations.

     

    
      Consolidated Amended and
Restated Loan and Security Agreement

       

    

    
      
        
        

      

      
        34

        
          

        

      

      
        
        

      

    

     

    3.2           Undertakings
Regarding Collateral.

     

    (a)           Maintenance of
Perfection.  No loss of, or damage to, the Collateral shall
release Borrowers from any of the Obligations.

     

    (b)           No Assumption of
Obligations.  The execution and delivery of this Agreement, and
the granting of the Liens in and to the Collateral, shall not subject Agent or
any Lender to, or transfer or pass to Agent or any Lender or in any way affect
or modify, the liability of Borrowers under any or all of the Acquisition
Contracts, the Property-Related Contracts or in connection with any Property or
any costs, expenses or liabilities in connection therewith, it being understood
and agreed that notwithstanding this Agreement, and the granting of the Liens in
and to the Collateral, all of the obligations of Borrowers (whether as owner,
chattel lessee, vendor, mortgagee, Unit owner or otherwise) to each and every
other party under each and every one of the Acquisition Contracts and the
Property-Related Contracts and/or in connection with any Property shall be and
remain enforceable by such other party, its successors and assigns, only against
Borrowers or Persons other than Agent and Lenders, and, prior to exercise by
Agent and Lenders of their rights under the Security Documents, Agent and
Lenders have not assumed any of the obligations or duties of Borrowers under or
with respect to any of the Acquisition Contracts or Property-Related Contracts
or otherwise.

     

    (c)           No Obligation to
Take Action.  Borrowers hereby agree and acknowledge that
neither the acceptance of this Agreement or any other Security Document by Agent
or any Lender nor the exercise of, or failure to exercise, any right, power or
remedy in this Agreement or in any other Security Document conferred upon Agent
or any Lender shall be deemed or construed to obligate Agent or any Lender to
pay any sum of money, take any other action or incur any liability in connection
with, or collect or realize upon, any of the Acquisition Contracts or any other
Collateral.  It is further agreed and understood by Borrowers that,
prior to exercise by Agent and Lenders of their rights under the Security
Documents, Agent and Lenders shall not be liable in any way for any cost,
expense or liability connected with, or any charge or liability arising from,
any of the Acquisition Contracts, any of the Property-Related Contracts or any
other Collateral.

     

    (d)           Indemnification.  Borrowers
hereby agree to indemnify Agent and each Lender and hold each harmless, from any
and all liability, loss or damage which incurs by reason of any and all claims
and demands whatsoever which may be asserted against Agent or any Lender arising
out of, as a result of, or otherwise connected with, the Liens hereby granted to
Agent for the benefit of itself and Lenders by Borrowers under or in respect of
any of the Acquisition Contracts or any other Collateral by reason of (i) the
failure by Borrowers to perform any obligations or undertakings required to be
performed by Borrowers under or in connection with any of such Acquisition
Contracts, the Property-Related Contracts or any other Collateral, (ii) any
failure by Borrowers, in connection with any of such Acquisition Contracts, the
Property-Related Contracts or any other Collateral, to comply with any
applicable federal, state or local consumer credit, sale rescission or usury
statutes, including, without limitation, any such statute of any state in which
a Member may reside, the Consumer Credit Protection Act, as amended, the Federal
Trade Commission Act, as amended, the consumer credit laws and subdivision laws
of any applicable jurisdiction, and all rules and regulations promulgated under
the foregoing statutes, acts and codes, the Interstate Land Sales Full
Disclosure Act, and the rules and regulations promulgated thereunder, and (iii)
failure by Borrowers to comply with any applicable federal, state or local
statutes, ordinances or declarations and the restrictions, rules and regulations
promulgated thereunder or contained therein pertaining to ownership of any of
the Collateral or sales of Membership Interests in the Club, or the use or
operation of any Property or to otherwise discharge its duties and obligations
under Applicable Law, unless such claims or demands were directly a result of
the gross negligence or willful misconduct of Agent or such Lender, as
applicable.

     

    
      Consolidated Amended and
Restated Loan and Security Agreement

       

    

    
      
         


      

      
        35

        
          

        

      

      
         


      

    

     

    3.3           Financing
Statements.  Borrowers hereby
authorize Agent to file any financing statements on Borrowers’ behalf required
by the Uniform Commercial Code together with any and all other instruments or
documents and take such other action, as may be necessary to perfect, and to
continue the perfection of, Agent’s security interest and Liens in the
Collateral.

     

    3.4           Location
of Collateral; Books and Records.  All tangible
Collateral (other than Collateral delivered to Agent or a third party custodian
acceptable to Agent) which is personal property is to remain, at all times, on
the premises of Ultimate Holdings at 3501 West Vine Street, Kissimmee, Florida,
34741, or at one or more locations of Borrowers, and Borrowers represent and
warrant to Agent and Lenders that all of the currently existing tangible
Collateral is now located at such locations, and Borrowers will not transfer the
Collateral from such premises to other locations without the prior written
approval of Agent, except in the ordinary course of the Borrowers’
business.  Borrowers shall, within ten (10) Business Days of receipt
of a written request therefor from Agent after the occurrence of an Event of
Default, deliver to Agent then current copies of all computer tapes, disks,
software and micro-fiche records constituting, in whole or in part, the Books
and Records.

     

    3.5           Insurance
of Collateral.

     

    (a)           Maintenance of
Insurance.

     

    (i)           Borrowers
agree to maintain or cause to be maintained insurance (with financially sound
and reputable insurers) with respect to

     

    (1)           all
Property, all Collateral and all of their insurable properties and
assets,

     

    (2)           all
personal property of Borrowers (including, without limitation, the Furnishings
thereof and all other property located at the Property),

     

    (3)           all
other equipment and other personal property of every nature whatsoever now or
hereafter located in or on, or attached to, and used or intended to be used in
connection with any Property, and

     

    
      Consolidated Amended and
Restated Loan and Security Agreement

       

    

    
      
        
        

      

      
        36

        
          

        

      

      
        
        

      

    

     

    (4)           the
Books and Records and other valuable papers,


    against
casualties, contingencies, hazards and such other risks (including, without
limitation, (A) fire, hurricane, tornado, wind damage, and such other risks
insured against by a standard all-risk property and fire insurance policy and
endorsement for extended coverage, and (B) earthquake and flood insurance, if
applicable and required by Agent); provided, however, that such casualty
insurance shall (aa) in no case be in an amount less than an amount sufficient
to rebuild the applicable Unit or other Property the subject of such casualty or
the portions thereof which shall have suffered the loss and replacement of any
of the personal property located therein, subject to reasonable deductibles,
(bb) be sufficient to avoid any co-insurance requirements in respect of the
applicable Borrower and/or the applicable Owner’s Association.  With
respect to such insurance, Borrowers shall deliver or cause to be delivered
certificates of insurance to Agent, with satisfactory lender’s loss payable
endorsements naming Agent, in its capacity as agent for the Lenders, as loss
payee to the extent of its interest.  Each policy of such insurance or
endorsement with respect thereto shall contain a clause requiring the insurer to
give not less than 30 days’ prior written notice to Agent in the event of
cancellation of the policy for any reason whatsoever (other than a cancellation
for non-payment of the premium in which case 10 days notice of cancellation
shall be given) and a clause that the interest of Agent shall not be impaired or
invalidated by any act or neglect of Borrowers or owner of the Property nor by
the occupation of the premises for purposes more hazardous than are permitted by
said policy.  If Borrowers shall fail to provide and pay for such
insurance, or have the same provided and paid for, Agent may (and at the request
of Requisite Lenders, shall), at Borrowers’ expense, procure the same, but shall
not be required to do so.

     

    (ii)           Borrowers
shall maintain or cause to be maintained insurance with financially sound and
reputable insurers with respect to all Property (including, without limitation,
the Collateral) covering any public liability of Borrowers, their officers,
agents or employees (including, without limitation, damage by Borrowers or their
officers, agents or employees at any Property, any bodily injury caused by
Borrowers or their officers, agents or employees to any other Person, or any
negligent act or other similar liability of Borrowers or their officers, agents
or employees) and in such amounts as are satisfactory to Agent and to which
Borrowers have agreed; Agent, in its capacity as agent for the Lenders, shall be
named as an additional insured thereon.

     

    (iii)           Borrowers
shall, prior to renewal, submit to Agent insurance certificates showing the type
and amounts of insurance coverage maintained in respect of all
Property.

     

    (iv)           Borrowers
shall pay all premiums on the aforesaid insurance policies and all other fees
and charges payable in connection with such insurance policies (such premiums,
fees and charges being collectively referred to herein as “Insurance Premiums”)
not later than the due date thereof.  If Borrowers shall fail to pay
any such Insurance Premiums, Agent may, but shall not be obligated to unless
directed by Requisite Lenders, at Borrowers’ expense, pay the
same.  Any such payment shall be subject to Section 3.11 and
Section 3.12
hereof.

     

    
      Consolidated Amended and
Restated Loan and Security Agreement

    

     

    
      
        
        

      

      
        37

        
          

        

      

      
        
        

      

    

     

    (v)           If
the Mortgaged Property (as defined in each Mortgage) is sold at a foreclosure
sale or if Agent shall acquire title to said Mortgaged Property, Agent shall,
subject to Applicable Law and the terms of any such insurance policy and the
policies of the applicable insurer, have all of the right, title and interest of
Borrowers in and to all insurance policies required under this Section 3.5(a)
and the unearned premiums thereon, related to the Mortgaged Property, and in and
to the proceeds resulting from any damage to said Mortgaged Property prior to
such sale or acquisition.

     

    (vi)           Borrowers
agree to cause any contractor hired by them to effect any construction or
development of any Property to carry adequate insurance in respect of bodily
injury or other personal liability or property damage in respect of its
employees or other third persons in connection with such construction and
development.  Borrowers shall use their commercially reasonable
efforts to cause certificates of such insurance to be filed with
Agent.

     

    (vii)           Anything
contained in this Section 3.5(a)
to the contrary notwithstanding, any of the undertakings of Borrowers in this
Section 3.5(a)
in respect of insuring all Property shall be subject to the requirements of
Applicable Laws.

     

    (b)           Insurance
Proceeds.  Any proceeds of insurance received by Borrowers
relating to Property and related assets constituting Collateral and not expended
for rehabilitation of all or any portion of the Property in accordance with
Section 3.5(c)(ii),
shall be promptly paid and/or turned over by Borrowers to Agent, for the benefit
of itself and Lenders, as proceeds of the Collateral in an amount equal to (i)
the aggregate amount of all advances under the Ultimate Loan Agreement or the
Private Escapes Loan Agreement, as applicable, used to fund the acquisition of
such Property minus (ii) principal
repayments allocated to such advances, plus the amount, if
any, owed by Borrowers pursuant to Section 2.3(d),
if any, such payments to be applied as proceeds of the Collateral and applied to
the prepayment of the Loan as provided in Section 2.3(a)(ii)
hereof.

     

    (c)           Miscellaneous
Application of Insurance Proceeds.  In connection with, and
pursuant to, Section 3.5(b)
hereof, Agent, Lenders and Borrowers agree to the following:

     

    (i)           Following
the occurrence and continuance of any Default or Event of Default (provided that
if such Default or Event of Default is cured by Borrowers, then clause (ii)
below and not this clause (i) shall thereafter apply), Agent is hereby
authorized and empowered, at its option, to adjust or compromise any loss under
any insurance policies maintained pursuant to this Section 3.5, and
to collect and receive the proceeds from any such policies.  In such
event, each insurance company is hereby authorized and directed to make payment
for all such losses directly to Agent, for the benefit of itself and Lenders,
instead of to Borrowers and Agent jointly.  In the event any insurance
company fails to disburse directly and solely to Agent but disburses instead
either solely to Borrowers or to Borrowers and Agent jointly, Borrowers agree
promptly to endorse and transfer, or cause to be endorsed and transferred, such
proceeds to Agent, for the benefit of itself and Lenders.  Upon the
failure of Borrowers to endorse and transfer such proceeds as aforesaid (or
cause the same to be done), Agent may execute such endorsements or transfers for
and in the name of any Borrower and Borrowers hereby unconditionally and
irrevocably appoint Agent as each Borrower’s agent and attorney-in-fact, coupled
with an interest, to endorse and transfer such proceeds to Agent, for the
benefit of itself and Lenders.  After deducting from said insurance
proceeds all of its out-of-pocket expenses incurred in the collection and
administration of such sums, including reasonable attorneys’ fees, Agent may
apply the net proceeds or any part thereof, at its option (A) to payment of the
Obligations, whether or not due, as provided in Section 2.3(a)(ii)
hereof, (B) to the repair and/or restoration of the damaged Property, or (C) for
any other purposes or objects for which Agent is entitled to advance funds under
this Agreement or any of the other Security Documents, all without effecting the
Liens and security interests of this Agreement and the other Security
Documents.  Agent shall not be held responsible for any failure to
collect any insurance proceeds due under the terms of any policy regardless of
the cause of such failure unless caused by Agent’s gross negligence or willful
misconduct.

     

    
      Consolidated Amended and
Restated Loan and Security Agreement

       

    

    
      
         


      

      
        38

        
          

        

      

      
         


      

    

     

    (ii)           Prior
to the occurrence and continuance of any Default or Event of Default and if any
Borrower gives Agent notice of any casualty as provided in clause (d) below,
Borrowers shall have the right to adjust and compromise losses under insurance
policies and to collect and receive insurance proceeds and shall apply such
insurance proceeds with respect to such losses solely and exclusively to the
repair and restoration of the damaged Property or to the payment of the
Obligations as Borrowers deem appropriate in their reasonable
discretion.  With respect to any such casualty loss, Borrowers shall
have the right to use any insurance proceeds received on account of such loss to
the repair and restoration of the damaged Property, provided that prior written
notice is given with respect thereto to Agent and the scope and plans for the
repair or restoration have been approved by Agent, which approval shall not be
unreasonably withheld or delayed if the repair or restoration will result in a
new “unit” which is substantially comparable to the pre-existing “unit” in terms
of overall usable square footage and types of functions served by the damaged
“unit” prior to the loss, the new “unit” is constructed with the same or better
quality of materials and workmanship as existed in the damaged “unit” prior to
the loss, and is constructed in accordance with the applicable requirements of
then existing zoning, design and building codes and other Applicable Laws, the
applicable Declaration and market considerations.  All such repair and
restoration shall be diligently prosecuted to completion by Borrowers and shall
be completed within a time frame reasonably acceptable to Agent.

     

    (d)           Borrowers’
Undertakings.  In the event of any material casualty or loss in
respect of all or any portion of any Property (including, without limitation,
any of the Collateral), (i) Borrowers shall promptly notify Agent of the same
and (ii) following the occurrence and continuance of a Default or an Event of
Default, or in the event Borrowers fail to take prompt action following notice
from Agent, Agent may, in addition to its rights as beneficiary under the
applicable Mortgage, elect to exercise the voting rights of each Borrower as a
mortgagee or a holder of a “security interest” in respect the Mortgage or as the
owner of the applicable Unit regarding all matters of repair and
restoration.  In the event of any casualty or loss in respect of all
or a portion of the Property (including, without limitation, any of the
Collateral), Borrowers shall pay all assessments as required by the applicable
Declaration and/or applicable Owner’s Association for repair and restoration due
to inadequacy of insurance.

     

    
      Consolidated Amended and
Restated Loan and Security Agreement

    

     

    
      
        
        

      

      
        39

        
          

        

      

      
        
        

      

    

     

    3.6           Condemnation.

     

    (a)           Condemnation
Compensation.

     

    (i)           Any
compensation, awards, damages, claims, rights of action, proceeds, payment and
other relief (collectively, “Condemnation
Compensation”) of, or on account of, any damage or taking of all or any
part of any Property in connection with any condemnation proceedings or any
exercise of the power of eminent domain (or any conveyance in lieu of or under
threat of any such taking), including, without limitation, any such Condemnation
Compensation for change of grade of streets or any other injury to or decrease
in the value of all or any part of such Property, payable to the
applicable  Owner’s Association or any manager retained by it and paid
further by such Owner’s Association or such manager to any Borrower, as provided
for in the Declaration, shall be promptly paid and/or turned over to Agent as
proceeds of the Collateral or otherwise, provided, however, that if no Default
or Event of Default exists, (A) subject to the provisions of Section 3.6(b)(iii)
below, Agent shall make such Condemnation Compensation available to the
Borrower, and (B) Agent shall only be entitled to receive Condemnation
Compensation in an amount not exceeding the Repayment Amount for such Property,
and, subject to clause (ii) below if such clause shall then be applicable,
applied to the prepayment of the Loan, as provided in Section 2.3(a)(i)
hereof.

     

    (ii)           Any
Condemnation Compensation in respect of any Property received by Borrowers at a
time during which the condemnation provisions of the Declaration shall not be in
effect with respect to such Property shall be treated as provided in Section 3.6(b)
below.

     

    (b)           Miscellaneous
Application of Condemnation Compensation.  In connection with,
and pursuant to, Section 3.6(a)
hereof, Agent and Borrowers agree to the following:

     

    (i)           if
all or any portion of any Unit shall be damaged or taken through condemnation
(which term when used in this Agreement shall include any damage or taking by
any governmental authority and any transfer by private sale in lieu thereof), so
as to permanently and materially adversely effect the type or scope of resort
operations of or related to such Unit existing prior to the condemnation or
taking (as determined by Agent in its sole discretion), then, if a Default or
Event of Default exists the Repayment Amount with respect to such Unit shall, at
the option of Agent, become immediately due and payable.

     

    (ii)           Subject
to subclause (iii) below, Agent, for the benefit of itself and Lenders, shall be
entitled to receive all Condemnation Compensation in excess of $200,000 in
respect of any Unit payable with respect to any condemnation or taking;
provided, however, that if no Default or Event of Default exists, Agent shall
only be entitled to receive Condemnation Compensation in an amount not exceeding
the Repayment Amount.  The application of such Condemnation
Compensation shall be as set forth below in clause (iii).  Subject to
Applicable Law and the applicable Declaration, Agent is hereby authorized, at
its option and in consultation with Borrowers, to commence, appear in and
prosecute, any action or proceeding relating to any condemnation or taking, and
to settle or compromise any claim in connection therewith.  Subject to
Applicable Law and the applicable Declaration, all Condemnation Compensation in
respect of such Unit and the rights thereto, are hereby assigned by Borrowers to
Agent, for the benefit of itself and Lenders; provided, however, that if no
Default or Event of Default exists, only that Condemnation Compensation up to
the Repayment Amount and the rights thereto, are hereby assigned.

     

    
      Consolidated Amended and
Restated Loan and Security Agreement

    


    
      
         


      

      
        40

        
          

        

      

      
         


      

    

     

    (iii)           After
deducting from any Condemnation Compensation in respect of the Property all of
its out-of-pocket expenses incurred in the collection and administration
thereof, including reasonable attorney’s fees, Agent shall, if no Event of
Default shall then exist, or may, in its sole and absolute discretion if an
Event of Default shall then exist, make the net Condemnation Compensation
received by Agent available to Borrowers to repair and/or restore or replace the
Property, provided that

     

    (1)           Borrowers
request that such proceeds be made available for repairing, restoring or
replacing the Property in a written notice delivered to Agent within 30 days
after the occurrence of the condemnation or taking,

     

    (2)           Agent
approves Borrowers’ plans for repair and/or replacement of the Property, which
approval shall not be unreasonably withheld or delayed,

     

    (3)           any
such repairs must restore the Property to at least as good condition as prior to
the condemnation or taking,

     

    (4)           any
replacement shall be of at least the same quality or value of the Property
replaced, and

     

    (5)           Agent
must determine that the repairs or replacement can be substantially completed
within a timeframe reasonably acceptable to Agent.

     

    (c)           If
Borrowers fail to comply with any of the requirements set forth in the
immediately preceding subsection or if an Event of Default exists and Agent
shall have decided not to make such net Condemnation Compensation available to
Borrowers, Agent, for the benefit of itself and Lenders, may apply such net
Condemnation Compensation or any part thereof, at its option, (A) to the payment
of the Obligations, whether or not due, as provided in Section 2.3(a)(i)
hereof, or (B) for any other purposes or objects for which Agent is entitled to
advance funds under this Agreement, all without affecting the security interests
or Liens of this Agreement or any of the other Security
Documents.  All net Condemnation Compensation to be disbursed by Agent
pursuant to clause (b)(iii) above shall be disbursed in a manner acceptable to
Agent in its sole discretion as the repair and/or replacement work
proceeds.  Neither Agent nor any Lender shall be held responsible for
any failure to collect any condemnation except for gross negligence or willful
misconduct on the part of Agent or such Lender in connection with such failure
to collect condemnation.  Borrowers agree to execute such further
assignment of any compensation, awards, damages, claims, rights of action and
proceeds as Agent may require.  All repair and/or replacement work
shall be diligently prosecuted to completion by Borrowers and shall be completed
prior to the Maturity Date.

     

    
      Consolidated Amended and
Restated Loan and Security Agreement


    

    
      
         


      

      
        41

        
          

        

      

      
         


      

    


    (d)           Borrowers’
Undertakings.  In the event of any condemnation or taking in
respect of any Property (including, without limitation, any of the Collateral),
(i) Borrowers shall promptly but in any event within five (5) Business Days
notify Agent of the same, (ii) Agent may, in addition to its rights under the
applicable Mortgage, elect to exercise the voting rights of Borrowers as
mortgagee or the holder of a “security interest” in respect of the Mortgage or
as the owner of any Unit regarding all matters of repair and restoration, and
(iii) Borrowers shall pay all assessments as required by the Declaration and/or
the Owner’s Association’s Articles of Incorporation or By-Laws for repair and
restoration required in connection with its ownership of Property due to
inadequacy of the Condemnation Compensation.

     

    3.7           Taxes
Affecting Collateral.  Unless contested
by Borrowers as set forth below, Borrowers shall pay or on or before the last
day when they may be paid without interest or penalty, all taxes, assessments,
rates, dues, charges, fees, levies, excises, duties, fines, impositions,
liabilities, obligations and encumbrances (including, without limitation, water
and sewer rents and charges, charges for setting or repairing meters and charges
for other utilities or services), general or special, ordinary or extraordinary,
foreseen or unforeseen, of every kind whatsoever, now or hereafter imposed,
levied or assessed by any public or quasi-public authority or instrumentality
upon or against any of the Collateral or the use, occupancy or possession of the
Property, or upon or against this Agreement, any Notes or the other Security
Documents, the Obligations or the interest of Agent or the Lenders in the
Acquisition Contracts, or the Mortgages or any other item of Collateral (provided that this Section 3.7
shall not be construed to require Borrowers to pay any income tax imposed upon
the general income of Agent and/or Lenders), as well as all assessments and
other governmental or quasi-governmental charges imposed, levied or assessed in
respect of any Collateral, including any such taxes, assessments, rates, dues,
charges, fees, levies, excises, duties, fines, impositions, liabilities,
obligations and encumbrances (including, without limitation, water and sewer
rents and charges, charges for setting or repairing meters and charges for other
utilities or services), general or special, ordinary or extraordinary, foreseen
or unforeseen, of every kind whatsoever, now or hereafter imposed, levied or
assessed in respect of any Collateral located outside of the United States, and
any and all interest, costs and penalties on or with respect to any of the
foregoing (collectively, the “Impositions”).  Upon
request by Agent, Borrowers shall deliver or cause to be delivered to Agent
receipts or other satisfactory proof of payment of any Impositions.

     

    Borrowers
shall not claim, demand or be entitled to receive any reduction of, or credit
toward, any Imposition on account of the Obligations.  No deduction
shall be claimed from the taxable value of any Collateral or by reason of the
Obligations, any of the Security Documents or the interest of Agent in the
Collateral.

     

    If
existing laws or procedures governing the taxation of mortgages, security
documents or debts secured by mortgages or other security documents shall be
changed in any manner after the date hereof so as to materially adversely impair
the security of any Mortgage or the security interest herein granted or granted
in any of the other Security Documents or to reduce the net income to Agent
and/or Lenders in respect of the Obligations (excluding from any such
determination of income or profits any reduction in such income or profits
attributable to a change in taxes imposed on, or measured by, the income or
profits of Agent and/or Lenders), then, upon request by Agent, Borrowers shall
pay to Agent or to the taxing authority (if so directed by Agent), all taxes,
charges and related costs for which Agent or any Lender may be liable as a
result thereof; provided, however, that Borrowers shall be afforded the
opportunity to contest the validity of the additional taxes, charges or related
costs in the manner described below.

     

    
      Consolidated Amended and
Restated Loan and Security Agreement

    


    
      
         


      

      
        42

        
          

        

      

      
         


      

    

     

    Borrowers
shall pay, or cause to be paid, when due, any and all recording (mortgage or
personal property), intangible property and documentary stamp taxes, all similar
taxes, and all filing, registration and recording fees, which are now or
hereafter may become payable in connection with the Obligations, the Mortgages,
this Agreement, any of the other Security Documents or any of the other
Collateral.  Borrowers shall pay or cause to be paid when due any and
all excise, transfer and conveyance taxes which are now or hereafter may become
payable in connection with the Obligations, the Mortgages, this Agreement or any
of the other Security Documents, or in connection with any foreclosure of any of
the Mortgages, or any other foreclosure of any Collateral under this Agreement
or under any of the other Security Documents, or any other transfer of any item
of Collateral in extinguishment of all or any part of the Obligations or any
other enforcement of the rights of Agent and/or Lenders with respect
thereto.

     

    Borrowers
shall have the right, at their sole expense, to contest the validity of any such
taxes, assessments, rates, dues, charges, fees, levies, excises, duties, fines,
Impositions, liabilities, obligations or encumbrances by appropriate proceedings
diligently and continuously conducted in good faith to final determination, in
which event Borrowers shall not be required to pay any such taxes, assessments,
rates, dues, charges, fees, levies, excises, duties, fines, impositions,
liabilities, obligations or encumbrances in accordance with this section if, and
only so long as:

     

    (a)           no
final judicial determination in respect of any foreclosure or other enforcement
proceeding in respect of such taxes, assessments, rates, dues, charges, fees,
levies, excises, duties, fines, impositions, liabilities, obligations or
encumbrances shall have been rendered and no nonjudicial foreclosure proceeding
or sale in respect of such taxes, assessments, rates, dues, charges, fees,
levies, excises, duties, fines, impositions, liabilities, obligations or
encumbrances shall have been commenced;

     

    
      (b)           no
final judicial determination of any claim for liability of any kind shall have
been rendered against Agent or any Lender in connection with such taxes,
assessments, rates, dues, charges, fees, levies, excises, duties, fines,
impositions, liabilities, obligations or encumbrances; and

       

      (c)           if
such taxes, assessments, rates, dues, charges, fees, levies, excises, duties,
fines, impositions, liabilities, obligations or encumbrances are in an amount
greater than $350,000 or are in an amount greater than $50,000 and relate to
assessments on any Assessment Lien Property, Borrowers shall have established an
escrow with Agent, or shall have delivered to Agent, for the benefit of itself
and Lenders, a satisfactory bond issued by a surety acceptable to Agent or a
satisfactory letter of credit for the benefit of Agent, for the benefit of
itself and Lenders, issued by a bank acceptable to Agent, in each case in an
amount reasonably estimated by Agent to be adequate to cover (i) the unpaid
amount of such required payment, (ii) all interest, penalties and similar
charges which reasonably can be expected to accrue by reason of such contest or
by reason of such nonpayment, and (iii) all out-of-pocket costs, fees and
expenses (including, without limitation, reasonable attorneys’ fees and
disbursements) which reasonably can be expected to be incurred in connection
therewith by Agent or any Lender, which escrow, bond or letter of credit shall
be maintained in effect throughout such contest and the amount of which shall be
increased from time to time if reasonably required by Agent to cover the
foregoing amounts in subclause (i), subclause (ii) and subclause
(iii).

       

      
        Consolidated
Amended and Restated Loan and Security Agreement

      

       

      
        
          
          

        

        
          43

          
            

          

        

        
          
          

        

      

       

      Borrowers
shall inform Agent, in advance and in writing, of their intention to contest any
taxes, assessments, rates, dues, charges, fees, levies, excises, duties, fines,
impositions, liabilities, obligations or encumbrances under this Section 3.7 if such
required payment shall exceed $100,000.

       

      Upon
termination of any such contest (whether by final determination or otherwise),
or at any time during the course of any such contest that the conditions
relieving Borrowers of their obligation to make such payment shall no longer be
satisfied or shall be discovered not to have been satisfied, Borrowers shall
make such payment.  Following the occurrence and continuance of a
Default or Event of Default, at Agent’s option, the escrow established or bond
or letter of credit, as the case may be, delivered pursuant to this Section 3.7 may be,
in the case of the escrow, liquidated, or, in the case of the bond or the letter
of credit, drawn upon, at such time and the proceeds thereof may be applied to
payment of all or any part of such required payment and the interest, penalties,
charges, costs, fees and expenses (including, without limitation, reasonable
attorneys’ fees and disbursements) referred to in subclause (ii) and subclause
(iii) of the immediately preceding paragraph.  Promptly after such
payment has been made, Borrowers shall deliver to Agent evidence reasonably
satisfactory to Agent that such payment has been made.  Thereafter,
the amount then remaining in the escrow established pursuant to this Section 3.7 or such
bond or letter of credit, as the case may be, shall be returned to Borrowers
free and clear of the Lien of this Agreement or any other Security Document so
long as no Event of Default shall have occurred and be continuing or, if an
Event of Default shall have occurred and be continuing, shall be retained by
Agent as part of the Collateral.

       

      3.8           Discharge
of Liens Affecting Collateral

       

      .  If
any mechanic’s, laborer’s, materialmen’s, statutory or other Lien shall be filed
or otherwise imposed upon or against any item of the Collateral or all or any
portion of the Property, then Borrowers shall, within sixty (60) days after
being given notice of the filing of such Lien or otherwise becoming aware of the
imposition of such Lien, cause such Lien to be vacated or discharged of record
by payment, deposit, bond, final order of a court of competent jurisdiction or
otherwise.

       

      Borrowers
shall have the right, at their sole expense, to contest the validity of any such
Lien or of the claim evidenced or secured thereby, by appropriate proceedings
commenced prior to the expiration of the aforesaid 60-day period and thereafter
diligently and continuously conducted in good faith to final determination, in
which event Borrowers shall not be required to cause any such Lien to be vacated
or discharged of record in accordance with the immediately preceding paragraph
if, and only so long as:

       

      (a)           no
final judicial determination in respect of any foreclosure or other enforcement
proceeding in respect of such Lien or the claim evidenced or secured thereby
shall have been rendered and no nonjudicial foreclosure proceeding or sale in
respect of such Lien or such claim shall have been commenced;

       

      
        Consolidated
Amended and Restated Loan and Security Agreement

         

        
          
            
            

          

          
            44

            
              

            

          

          
            
            

          

        

      

    


    (b)           no
final judicial determination of a claim for liability of any kind shall have
been rendered against Agent or any Lender in connection with such Lien or the
claim evidenced or secured thereby; and

     

    (c)           if
such Lien shall secure a claim of more than $350,000 or if such Lien secures an
amount in excess of $50,000 and encumbers any Assessment Lien Property,
Borrowers shall have established an escrow with Agent, or shall have delivered
to Agent a satisfactory bond issued by a surety acceptable to Agent or a
satisfactory letter of credit for the benefit of Agent, for the benefit of
itself and Lenders issued by a bank acceptable to Agent, in each case in an
amount reasonably estimated by Agent to be adequate to cover (i) the unpaid
amount of such claim, (ii) all interest, penalties and similar charges which
reasonably can be expected to accrue by reason of such contest or by reason of
such nonpayment, and (iii) all out-of-pocket costs, fees and expenses
(including, without limitation, reasonable attorneys’ fees and disbursements)
which reasonably can be expected to be incurred in connection therewith by Agent
or any Lender, which escrow, bond or letter of credit shall be maintained in
effect throughout such contest and the amount of which shall be increased from
time to time if reasonably required by Agent to cover the foregoing amounts in
subclause (i), subclause (ii) and subclause (iii).

     

    Borrowers
shall inform Agent, in advance and in writing, of its intention to contest any
Lien securing a claim, or such claim itself, under this Section 3.8 if
such claim shall exceed $100,000 or any Lien encumbering any Assessment Lien
Property.

     

    Upon
termination of any such contest (whether by final determination or otherwise),
or at any time during the course of any such contest that the conditions
relieving Borrowers of their obligation to cause such Lien to be vacated or
discharged shall no longer be satisfied or shall be discovered not to have been
satisfied, Borrowers shall cause such Lien to be vacated or discharged of
record.  Following the occurrence and during the continuation of a
Default or Event of Default, at Agent’s option, the escrow established or bond
or letter of credit, as the case may be, delivered pursuant to this Section 3.8 may
be, in the case of the escrow, liquidated, or, in the case of the bond or the
letter of credit, drawn upon, at such time and the proceeds thereof may be
applied to payment of all or any part of the claim evidenced or secured by such
Lien and the interest, penalties, charges, costs, fees and expenses (including,
without limitation, attorneys’ fees and disbursements) referred to in subclause
(ii) and subclause (iii) of the immediately preceding
paragraph.  Promptly after such Lien has been vacated or discharged of
record, Borrowers shall deliver to Agent evidence reasonably satisfactory to
Agent that such Lien has been vacated or discharged of
record.  Thereafter, the amount then remaining in the escrow
established pursuant to this Section 3.8 or
such bond or letter of credit, as the case may be, shall be returned to
Borrowers free and clear of the Lien of this Agreement or any other Security
Document so long as no Event of Default shall have occurred and be continuing
or, if an Event of Default shall have occurred and be continuing, shall be
retained by Agent as part of the Collateral.

     

    
      Consolidated Amended and
Restated Loan and Security Agreement

       

    

    
      
         


      

      
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    If any
Lien shall not be vacated or discharged as required by this Section 3.8, then, in
addition to any other right or remedy of Agent or any Lender, Agent may, but
shall not be obligated to, discharge such Lien in such manner as Agent may
select, and Agent shall be entitled, if Agent shall so elect, to compel the
prosecution of an action for the foreclosure of such Lien by the lienor and, if
Agent shall so elect, to pay the amount of any judgment in favor of such lienor
with interest, costs and allowances as required by Applicable
Law.  Upon request by Agent, Borrowers shall pay to Agent or to any
other Person designated by Agent, the amount of all payments made by Agent or
any Lender as provided above and all out-of-pocket costs, expenses and
liabilities (including, without limitation, attorneys’ fees and disbursements)
incurred by Agent or any Lender in connection therewith, together with interest
thereon at the Default Rate from the date paid or incurred by Agent or any
Lender until the date so paid to, or as directed by, Agent.  To the
extent permitted by law, Agent and Lenders shall thereupon be subrogated to the
rights of such lienor and any such payments made by Agent or any Lender pursuant
to this Section 3.8
shall be secured by the Collateral.

     

    3.9         Use
of the Properties; Voting Rights of Borrowers.

     

    (a)           Certain
Restrictions.  Borrowers shall not, without the prior written
consent of Agent (which consent may be granted or withheld in Agent’s Permitted
Discretion),

     

    (i)           request,
consent to or otherwise initiate, consent to or acquiesce in any zoning
classification or reclassification of any of the Properties or the adoption,
issuance, imposition or amendment of any other law, ordinance, rule, regulation,
order, judgment, injunction or decree relating to the use, occupancy, operation,
development, disposition or design of any of the Properties which would
materially limit the use of a Unit or reduce its Appraised Value,

     

    (ii)          request,
consent to or otherwise initiate, consent to or acquiesce in the annexation of
any part of any Property by or into any municipality or other governmental or
quasi-governmental unit,

     

    (iii)         enter
into, consent to or otherwise cause, permit or suffer to become subject to any
covenant, agreement or other arrangement restricting or limiting the use,
occupancy, operation, development or disposition thereof (other than any
covenant of this Agreement or the other Security Documents and any restrictions
set forth in any Declaration and the Rules and Regulations),

     

    (iv)         materially
and substantially modify, alter, remove or improve the Common Elements or Common
Furnishings,

     

    (v)        
 maintain or permit to be maintained the Units owned by it for lease or as
a rental project, except (i) as set forth in the Club Membership Plan or (ii)
for pre-existing rental agreements that are in place at the time of the
acquisition of a particular property, provided that such rental agreements are
short-term in nature and do not restrict Members’ use of the Properties by more
than 10% per annum,

     

    
      Consolidated Amended and
Restated Loan and Security Agreement

    

     

    
      
        
        

      

      
        46

        
          

        

      

      
        
        

      

    

     

    (vi)         permit
the Units to be used other than for nonpermanent residential purposes,
or

     

    (vii)        consent
to any amendment, modification, alteration or other change to the Club
Membership Plan, Rules and Regulations, or the Club which may reasonably be
expected to have a Material Adverse Effect.

     

    (b)           Use by
Public.  Borrowers shall not cause, permit or suffer the
Properties to be used by the public without restriction (except as required by
Applicable Law or any Association or Declaration) or in any manner that might
tend to impair any Borrower’s right, title and interest in and to the Properties
or in any manner that might make possible any claim of adverse usage or adverse
possession by the public or any claim of implied dedication of all or any part
of the Properties.  For the avoidance of doubt, use by any Member or
prospective Member shall not be considered use by the public.

     

    (c)           Voting
Rights.  Each Borrower hereby appoints and constitutes Agent as
its attorney-in-fact (with full power of substitution) to exercise all of its
voting rights pertaining to each Unit owned by a Borrower or in which a Borrower
has an interest giving rise to the right to vote (whether pursuant to a
Declaration or otherwise).  This power of attorney is coupled with an
interest and shall be irrevocable for so long as any Obligations are owing by
Borrowers to Agent and Lenders.  This power of attorney may be used
from time to time in the sole discretion of Agent but only if there shall exist
an Event of Default, or a material casualty, condemnation or taking shall have
occurred with respect to the applicable Property or any part thereof (and then
only with respect to such Property).  Each Borrower agrees to execute,
from time to time, such other documents as Agent may reasonably request
(including, without limitation, a proxy in form and substance approved by Agent;
which proxy shall, at the request of Agent, be periodically renewed) and file
the same with the Secretary of each Owner’s Association in accordance with such
Owner’s Association’s By-Laws and with the appropriate office under the
applicable Declaration.

     

    If any
voting rights pertaining to any Unit owned by a Borrower or in which a Borrower
has an interest giving rise to the right to vote (whether as Unit owner, as a
holder of a mortgage or “security interest” under any Mortgage or otherwise)
shall be exercisable pursuant to the attendance by such Borrower at a meeting of
the members of the applicable Owner’s Association in accordance with the terms
of the By-Laws of such Owner’s Association, each Borrower agrees to exercise its
right to vote in respect of such attendance in accordance with the rights of
Agent under the first paragraph of this Section 3.9(c)
as if the proxy referred to therein were directly applicable to such meeting
(any provision in said By-Laws to the contrary notwithstanding) and to promptly
give Agent written notice of its intention to attend any such meeting if Agent
shall then be entitled to exercise the voting rights in respect
thereof.

     

    Except
with the prior written consent of Agent, no Borrower shall propose or vote for
or consent to any modification of, or amendment to or to any Declaration or any
Owner’s Association’s Articles of Incorporation or By-Laws which could have (in
the reasonable sole opinion of Agent) a Material Adverse Effect.

     

    
      Consolidated Amended and
Restated Loan and Security Agreement

    

     

    
      
        
        

      

      
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    3.10        Other
Property Covenants.

     

    (a)           Access.  Borrowers
shall use commercially reasonable efforts to cause all private roadways, parking
lots and rights of way within a Resort or other private areas in a Resort to be
Common Elements in respect of such applicable Unit.


     

    (b)           Utilities.  Borrowers
shall cause electric, gas, sewer, and water service and other necessary
utilities to be available to the Units in sufficient capacity to service the
same and shall pay, or cause to be paid, all tap fees or other connection
charges in respect thereof).

     

    (c)           Use of
Amenities.  Borrowers shall use commercially reasonable efforts
to provide each Member with access to, and the use of, all of the amenities and
public utilities relating to the Properties (consistent with the contractual
provisions and rules and regulations existing with respect to such amenities and
public utilities), including those amenities that the Club has rights to at the
Resort Facilities and rights of way.

     

    (d)           Local Legal
Compliance.  Borrowers shall comply, and shall cause each
Property and Units to comply in all material respects, with all applicable
restrictive covenants, zoning, design and land use ordinances and building
codes, all applicable health and environmental laws and regulations and all
other Applicable Laws, rules and regulations and all approvals, consents and
licenses (including, without limitation, the applicable
Declaration).  Borrowers shall cause the Membership Interests and the
sales thereof to comply in all material respects with all Applicable Laws, rules
and regulations, and all approvals, consents and licenses.

     

    (e)           Registration
Compliance.  Borrowers shall
diligently pursue obtaining, and, after obtaining, shall maintain, or cause to
be maintained, in all material respects, all consents, franchises, approvals,
and exemption certificates in connection with, and Borrowers will make, or cause
to be made, all registrations or declarations with any government or any agency
or department thereof required in connection with, the Club, the Membership
Interests, the occupancy, use and operation of the Properties and the marketing
and sale of the Membership Interests.

     

    (f)           Records.  Borrowers
shall maintain accurate and complete files relating to the Properties and all
other Collateral to the reasonable satisfaction of Agent, and such files will
contain copies of each Acquisition Contract, the related title policy, any
environmental reports, any surveys and all correspondence in respect thereof, as
the case may be.

     

    (g)           Club Membership
Plan and Rules and Regulations.  Instruments in substantially
the form of the applicable Club Membership Plan and Rules and Regulations shall
be used by Borrowers for all admissions and sales of Membership Interests for
each Club.  Borrowers shall not modify, amend, restate or otherwise
alter any of the material terms of any Club Membership Plan or Rules and
Regulations without Agent’s prior written consent (which consent may be granted
or withheld in Agent’s Permitted Discretion), except as may be required by any
regulatory agency or Applicable Law.  Notwithstanding Agent’s review
and determination of acceptability, if any, of the Club Membership Plans or
Rules and Regulations, Borrowers shall remain solely liable for all aspects of
the Club Membership Plans or Rules and Regulations and their use; any
determination of acceptability, if any, by Agent relating to the Club Membership
Plans or Rules and Regulations shall only be for Agent’s and Lender’s benefit
and no other Person shall be entitled to rely thereon in any
manner.

     

    
      Consolidated Amended and
Restated Loan and Security Agreement

       

    

    
      
         


      

      
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    (h)           Property-Related
Contracts.  Except as required by Applicable Law or by any
applicable Declaration, Borrowers shall not materially modify or amend, or
permit to be materially modified or amended, any material Property-Related
Contract without the prior written consent of Agent, which consent may be
granted or withheld in Agent’s Permitted Discretion.  Borrowers shall
perform in all material respects all of their obligations in a timely fashion
under each Property-Related Contract.

     

    (i)           Notices.  Borrowers
shall promptly deliver to Agent copies of each material written notice or
request, financial statement, budget, report, or other information received by
any Borrower under or with respect to any Declaration or from any Owner’s
Association.

     

    (j)           Units.  Except
as Agent may have otherwise agreed to in writing, Borrowers shall subject each
of the Units to the applicable Club, as contemplated under the applicable Club
Membership Plan.

     

    3.11       Protection
of Collateral; Assessments; Reimbursement.  All Insurance
Premiums and all expenses of protecting, storing, warehousing, insuring,
handling, maintaining and shipping the Collateral, any and all Impositions on
any of the Collateral or in respect of the sale or other disposal thereof shall
be borne and paid by Borrowers.  Each applicable Borrower shall
promptly pay or cause to be paid, as the same become due and payable, its share
of all Insurance Premiums, expenses, Impositions and/or assessments as required
by the applicable Declaration and/or applicable Owner’s
Association.  If Borrowers shall fail to pay, or cause to be paid, any
such Insurance Premiums, expenses, Impositions and/or assessments, Agent may at
Borrowers’ expense, pay the same.

     

    If, by
reason of any suit or proceeding of any kind, nature or description against any
Borrower, or by any Borrower or any other party against any other Person, or by
reason of any other facts or circumstances, which in Agent’s Permitted
Discretion makes it advisable for Agent to seek counsel for the protection and
preservation of the Collateral, or to defend its own interest, such expenses and
reasonable counsel fees shall be allowed to Agent and borne and paid by
Borrowers.

     

    3.12       Interest
on Agent Paid Expenses.  All sums paid or
incurred by Agent under this Section 3, and
any and all other sums for which Borrowers may become liable hereunder, and all
out-of-pocket costs and expenses (including payments to other Lien holders and
reasonable attorneys’ fees, legal expenses and court costs) which Agent may
incur in enforcing or protecting its Lien on, or rights and interest in, the
Collateral or any of its rights or remedies under this Agreement or any other
Security Document or in respect of any of the transactions contemplated herein
or therein (a) shall be considered as Protective Advances and additional
indebtedness owing by Borrowers to Agent hereunder and, as such, shall be
secured by all of the Collateral, and (b) shall accrue interest at the
Default Rate from the date paid by Agent until paid in full by Borrowers, provided that any sums paid
or incurred by Agent under this Section 3 when
no Event of Default shall then exist in respect of the payment of such sums and
no other Event of Default shall exist hereunder shall accrue interest at the
Interest Rate and not the Default Rate and provided further that such
sums paid or incurred by Agent shall accrue interest at the Default Rate when
the Default Rate shall otherwise be applicable hereunder.

     

    
      Consolidated Amended and
Restated Loan and Security Agreement

       

    

    
      
         


      

      
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    3.13       Agent
and Lender Responsibility.  Neither Agent nor
any Lender shall be (a) obligated or responsible for the payment of any of
the amounts or sums referred to in this Section 3 or
(b) liable or responsible in any way for the safekeeping of any of the
Collateral or for any loss or damage thereto.

     

    3.14      Full
Release of Collateral and Mortgages.  In
addition to any releases pursuant to Section 2.3
above, upon the full and indefeasible payment of all Obligations (other than
unliquidated Obligations which shall survive the payment in full of the Loan and
termination of this Agreement), Agent shall release its security interests and
Liens in and to the Collateral, shall execute in favor of Borrowers any UCC
release or termination statement (or other documents reasonably requested by
Borrowers) in respect thereof, shall release each Mortgage and any other
recorded Security Document and shall reassign and deliver to Borrowers all other
Collateral then in the physical possession of Agent or its agent (without
recourse and without representations or warranties of any
kind).  Borrowers shall bear all out-of-pocket expenses (including,
without limitation, reasonable legal fees and disbursements of Agent) in
connection with such release, reassignment and delivery.  All such
release and/or termination documentation shall be satisfactory to Agent and its
counsel.

    
       

      
        Consolidated Amended and
Restated Loan and Security Agreement

         

      

    

    
      
        
        

      

      
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    3.15       Substitution
of Collateral and Mortgages.  In
addition to the releases pursuant to Sections 2.3 and 3.14 above, Borrowers may
notify Agent that they have determined, in their sole discretion, that,
Borrowers wish to substitute (a “Property
Substitution”) an Additional Property for a Unit or Property currently
securing the Loan (the “Substituted
Property”).  Borrowers shall identify the Additional Property
for such Property Substitution, which Additional Property shall be subject to
approval by Agent in its sole discretion, and which shall have an Appraised
Value equal to or greater than that of the Substituted Property.  Upon
Agent’s sole discretion to approve such Property Substitution and upon
Borrowers’ satisfaction (or Agent’s waiver) of all of the conditions precedent
required by Agent to be satisfied with respect to such Additional Property
(including, without limitation, delivery of an equity pledge, organizational
documents for any New Borrower, a Mortgage, a local counsel legal opinion, title
insurance, an appraisal, and other documents acceptable to Agent in its sole
discretion), Agent shall release its security interests and Liens in and to the
Substituted Property, shall execute in favor of Borrowers any UCC release or
termination statement in respect thereof, shall release the Mortgage and any
other recorded Security Document and shall reassign and deliver to Borrowers all
other Collateral then in the physical possession of Agent or its agent (without
recourse and without representations or warranties of any kind) directly related
to such Substituted Property.  Borrowers shall bear all out-of-pocket
expenses (including, without limitation, legal fees and disbursements of Agent
or any Lender) in connection with such release, reassignment and
delivery.  Notwithstanding anything to the contrary contained herein,
Borrowers shall not be permitted to consummate Property Substitutions which
exceed an Appraised Value in the aggregate of $30,000,000.

     

    
      	
              4.

            	
              REPRESENTATIONS
      AND WARRANTIES AND COVENANTS.

            


    

     

    As an
inducement to Lenders to make the Loan, Borrowers, jointly and severally,
warrant and represent, as of the date hereof, and covenant to Agent and Lenders
as follows:

     

    4.1         Subsidiaries
and Capital Structure.  Except as set
forth in Schedule
8 to this Agreement, neither Borrowers nor Guarantors (other than
Individual Guarantors) own Voting Equities in any Person.  Schedule 8
states the name of each Borrower, and each of the managers, members and
subsidiaries of Borrowers.

     

    4.2         Borrowers.  Each
Borrower

     

    (a)           is
a limited liability company or corporation duly organized and validly existing
under the laws of the State or other jurisdiction in which it was
organized;

     

    (b)           has
all requisite limited liability company or corporate power and authority and
licenses and permits necessary to own, construct and operate and to carry on its
business as now conducted and contemplated to be conducted in the future;
and

     

    (c)           has
duly qualified and is authorized to do business as a foreign company in each
jurisdiction where the character of its Properties or the nature of its
activities makes such qualification necessary or desirable.

    
       

      Consolidated Amended and
Restated Loan and Security Agreement

       

    

    
      
        
        

      

      
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    4.3         Business
and Property.  Schedule 9 to
this Agreement correctly describes the general nature of the businesses and
currently owned Property of each Borrower.

     

    4.4 
       Financial Statements.  Ultimate
Borrowers’ and PE Borrowers’ financial statements dated as of December 31, 2008,
and delivered to Agent and Lenders are true, correct and
accurate.  Borrowers intend to engage in no other business other than
the ownership and operation of the Properties and additional properties acquired
from time to time in accordance with the terms of this Agreement, operation and
administration of the Clubs, sales and admissions of Members of the Clubs, and
businesses reasonably related thereto.  The financial information for
each Borrower which has been furnished to Agent and Lenders in connection with
this Agreement fairly and accurately presents the financial condition as at the
date of such financial statements and since the date of such financial
information, there has been no material adverse change in the financial
condition, operations or properties of any Borrower.

     

    4.5         Full
Disclosure.  Neither this
Agreement nor any written statement made by any Borrower or any Affiliate in
connection with this transaction contains any untrue statement of a material
fact or omits a material fact necessary to make the statements contained herein
or therein not misleading.  There is no fact which Borrowers or any
Affiliate has not disclosed to Agent and Lenders in writing which has, or, so
far as each Borrower can now reasonably foresee, will have, a Material Adverse
Effect.

     

    4.6         Pending
Litigation.  Except as set
forth in Schedule 10 to
this Agreement, there are no proceedings pending, or to the best knowledge of
the Borrowers, threatened, against or affecting any Borrower, any Guarantor or
Subsidiary, or the Property in any court or before any governmental authority or
arbitration board or tribunal (a) which involve any Property, any Borrower or
could otherwise reasonably be expected to have a Material Adverse Effect, or (b)
in respect of which more than $50,000 is sought in damages.  No
Borrower, nor any Affiliate nor any owned Property is in default with respect to
any order of any court, governmental authority, quasi-governmental authority or
arbitration board or tribunal.

     

    4.7         Title
to Properties.  Except for the
Permitted Exceptions, each Borrower has (a) good and marketable title in
fee simple (or its equivalent under Applicable Law) or good and marketable
leasehold interest, as applicable, to all the real Property which it purports to
own or lease free from Liens, and (b) good title to, and is the sole owner of,
all personal property which it purports to own (including, without limitation,
the personal property constituting the Collateral), which personal property is
free from all Liens other than Permitted Exceptions.

     

    4.8         Trademarks,
Licenses and Permits.  Each Borrower
owns, possesses or otherwise has the legal right to use all of the trademarks,
service marks, trade names, copyrights, franchises and licenses, and rights with
respect thereto necessary for the conduct of its business as now conducted and
as proposed to be conducted, without any known conflict with the rights of
others.

     

    4.9         Transaction
Is Legal and Authorized.  The execution and
delivery of this Agreement, the Notes and the other Loan Documents by Borrowers,
and the grant by Borrowers of the Liens to Agent and Bahamas Collateral Agent,
for the benefit of themselves and Lenders, with respect to the Collateral, and
compliance by Borrowers with all of the provisions of this Agreement, the Notes
and the other Loan Documents, are:

     

    
      Consolidated Amended and
Restated Loan and Security Agreement

    

     

    
      
        
        

      

      
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    (a)           within
the limited liability company or corporate powers of each Borrower;
and

     

    (b)           valid
and legal acts and will not conflict with, or result in any breach in any of the
provisions of, or constitute a default under, or result in the creation of any
Lien (except Liens and Permitted Exceptions contemplated under this Agreement or
any other Security Document) upon any Property of each Borrower under the
provisions of, any agreement, articles of organization, any organizational
documents or operating agreements of any Borrower or other instrument to which
any Borrower is a party or by which its Property may be bound.

     

    4.10 
     No Defaults.  No Default or
Event of Default exists, and there is no violation of any term of any agreement,
charter instrument, bylaw or other instrument to which any Borrower is a party
or by which it may be bound, except for such violations which could not singly
or in the aggregate reasonably be expected to have Material Adverse
Effect.

     

    4.11       Governmental
Consent.  Neither the
nature of Borrowers nor their business or Properties, nor the Clubs nor the Club
Membership Plans nor admission of Members to the Clubs, nor any relationship
between Borrowers and any other Person, or any circumstance in connection with
the execution or delivery of this Agreement, the Notes or the other Loan
Documents, is such as to require a consent, approval or authorization of, or
filing, registration or qualification with, any governmental authority on the
part of any Borrower, as a condition of the execution, delivery or performance
of this Agreement, any Notes or any other Loan Document other than such consents
received prior to the Closing Date.

     

    4.12       Taxes.  No Borrower is in
default with respect to the payment of any material amount of taxes levied or
assessed against it or any of its assets and has not failed to file any tax
return required to be filed by it subject to Borrowers’ right of contest in
accordance with Section
3.7.

     

    4.13       Use
of Proceeds.  The proceeds of
the Initial Revolving Advance hereunder will solely be used (a) first to pay for
any Loan Costs and then to finance costs and expenses of the transactions
contemplated hereby and the Related Transactions and to pay any accrued and
unpaid interest owing under the Ultimate Loan Agreement, and (b) for payment of
any integration costs and expenses incurred by Borrowers or any Company
Affiliate of Borrowers as a result of the Related Transactions; provided, however, any use of
proceeds of the Initial Revolving Advance hereunder for the payment of any
integration costs and expenses incurred by Borrowers or any Company Affiliate of
Borrowers as a result of the Related Transactions shall be for a purpose set
forth on Schedule
4.13 attached hereto or shall have been approved by Agent in its
Permitted Discretion.

     

    
      Consolidated Amended and
Restated Loan and Security Agreement

    

     

    
      
        
        

      

      
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    The
proceeds of Subsequent Revolving Advances will be used

     

    (i)           first,
to pay any Loan Costs then due at the time of the making of such Subsequent
Revolving Advances, and

     

    (ii)
         second, to pay for or
otherwise provide for the payment of a portion of an Acquisition Purchase Price
with respect to any Additional Property.


     

    None of
the transactions contemplated in this Agreement will violate or result in the
violation of Section 7 of the Securities Exchange Act of 1934, as amended,
or any regulations issued pursuant thereto, including, without limitation,
Regulations T, U and X of the Board of Governors of the Federal Reserve
System, 12 C.F.R., Chapter II.  No Borrower intends to carry or
purchase any “margin security” within the meaning of said
Regulation U.  None of the proceeds will be used to purchase or
carry (or refinance any borrowing, the proceeds of which were used to purchase
or carry) any “margin security” within the meaning of said
Regulation.

     

    4.14       Compliance
with Law.  None of the
Borrowers, the Clubs, nor the Club Membership Plans are in violation in any
material respect of any Applicable Laws or other laws, ordinances, governmental
rules or regulations to which it is subject.

     

    4.15       Restrictions
of Borrowers.  None of the
Borrowers, nor any of the Clubs or Club Entities is a party to any contract or
agreement which restricts its right or ability to incur Indebtedness, or
prohibits the execution of, or compliance with, this Agreement or any of the
other Loan Documents by any Borrower, other than the documents relative to the
JDI Junior Loan, as in effect as of the Closing Date.  No Borrower has
agreed or consented to cause or permit in the future (upon the happening of a
contingency or otherwise) any of its Property constituting the Collateral,
whether now owned or hereafter acquired, to be subject to a Lien other than the
Liens provided for herein or in the other Security Documents and Permitted
Exceptions.

     

    4.16       Brokers’
Fees.  Except as set
forth on Schedule 11
hereto and except for brokers or finders of individual properties purchased or
to be purchased by the Borrowers, there are no brokers or finders which are
entitled to receive compensation for their services rendered to any Borrower
with respect to the transactions described in this Agreement and with which any
Borrower has had dealings.

     

    4.17       Deferred
Compensation Plans.  Except as set
forth on Schedule 5
hereto no Borrower has a pension, profit sharing or other compensatory or
similar plan providing for a program of deferred compensation for any employee
or officer which is subject to any requirement of the Employee Retirement Income
Security Act of 1974, as amended.

     

    4.18       Labor
Relations.  No Borrower is a
party to any collective bargaining agreement, there are no material grievances,
disputes or controversies with any union or any other organization of any
Borrower’s employees, or threats of strikes, work stoppages or any asserted
pending demands for collective bargaining by any union or
organization.

     

    
      Consolidated Amended and
Restated Loan and Security Agreement

    

     

    
      
        
        

      

      
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    4.19       Validity
of Liens Granted to Agent.  Except with
respect to the Permitted Exceptions (assuming all appropriate steps are taken
hereafter to perfect a security interest), all Liens granted to Agent, for the
benefit of itself and Lenders, in respect of the Collateral are, and shall
continue to be, prior in right and superior to all other Liens granted to, or
held by, any other Person.

     

    4.20       Solvency.  No Borrower is
entering into this Agreement and the transactions contemplated hereby, and no
Borrower intends to incur any obligations hereunder or otherwise make any
transfers in connection herewith, with the actual intent to hinder, delay or
defraud either present or future creditors.  After giving effect to
the consummation of the transactions contemplated by this Agreement, (a) the
assets of each Borrower at a fair valuation thereof on a going concern basis
will not be less than its debts, (b) Borrowers are not currently engaged in or
about to engage in a business or transaction for which their remaining assets
are unreasonably small in relation to such business or transaction, and (c)
Borrowers will be able to pay their respective debts as they become
due.  “Debt” for purposes of this Section 4.20
means any liability on a claim, and “claim” means (i) any right to payment,
whether or not such right is reduced to judgment, liquidated, unliquidated,
fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable,
secured or unsecured, or (ii) any right to an equitable remedy for breach of
performance if such breach gives rise to a right to payment, whether or not such
right to an equitable remedy is reduced to judgment, liquidated, unliquidated,
fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable,
secured or unsecured.

     

    4.21       Club
Regime.  Borrowers have
furnished or have caused to be furnished to Agent true and correct copies of all
formation and enabling documents for the Clubs, the Club Membership Plans and
the Rules and Regulations (collectively, the “Membership
Documents”) and all filings and/or recordations in order to establish the
Club Membership Plans have been or will be done and all Applicable Laws and
statutes in connection therewith have been or will be complied with in all
material respects.

     

    4.22       Sale
of Membership Interests.  The sale and
offering of sale of Membership Interests or the admission of new Members to the
Clubs (a) do not and will not constitute the sale, or the offering of sale, of
Securities subject to the registration requirements of the Securities Act of
1933, as amended, or any applicable State blue-sky securities laws, or any
applicable foreign laws, rules or statutes, (b) do not violate and will not
violate any applicable federal, state, local or applicable foreign consumer
credit or sale rescission statute, including, without limitation, any such
statute of any State in which a Member may reside, and (c) do not violate and
will not violate any other Applicable Law (including, without limitation, any
timeshare or subdivision law applicable to any Property and in effect in any
applicable state or in any other state in which a Member may reside or in which
the sale of any such Membership Interest may be closed or Member admitted to the
Clubs).

     

    Without
limiting the generality of the immediately preceding paragraph, Borrowers have,
to the extent required by their activities and businesses (including operation
of the Clubs), fully complied with and will continue to fully comply with (1)
(A) all Applicable Laws, (B) the Federal Trade Commission Act, as amended, (C)
the Interstate Land Sales Full Disclosure Act, as amended, (D) all other
applicable federal or applicable foreign statutes and laws pertaining to the
Property and (E) the rules and regulations promulgated under such applicable
Acts, statutes and laws and (2) all of the applicable provisions of any law of
any State or applicable foreign jurisdiction (and the rules and regulations
promulgated thereunder) or municipality or other governmental or
quasi-governmental authority relating to the operation of the Properties, except
where any failure of the foregoing would not have a Material Adverse
Effect.  The sale and offering of sale of Membership Interests are not
affected and will not be affected by any home solicitations.

     

    
      Consolidated Amended and
Restated Loan and Security Agreement

    

     

    
      
        
        

      

      
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    4.23       Indebtedness.  Except for
Permitted Debt and trade payables incurred in the ordinary course of the
operation and maintenance of the Properties, or other Indebtedness permitted by
this Agreement, Borrowers have no Indebtedness.

     

    4.24       Property-Related
Contracts.  Schedule 7
attached hereto is a true, correct and accurate list of all material
Property-Related Contracts.  For purposes of this Section 4.24,
“material” shall mean any Property-Related Contract pursuant to which the
obligor thereunder is required to pay or receive more than $50,000 in the
aggregate in any one calendar year, or in which Lender determines has a “value”
pursuant to a valuation method acceptable to Lender in excess of $50,000 in the
aggregate in any calendar year.

     

    4.25       Single Asset Real
Estate.  Each Borrower represents that each Property will be
used only as a vacation home held for lease, and will not be used as a permanent
residence. Each Borrower represents that each Property generates substantially
all of the gross income of the Borrower that owns such Property, and Borrowers
conduct no substantial business other than the business of owning and operating
its Property and activities incidental thereto.  No Borrower shall
conduct any business activity that would disqualify such Borrower’s Property
from having a “single asset real estate” status as defined by Section 101
(51)(B) of the Bankruptcy Code (a “SARE”), and it is the express intent of the
Borrowers that each Property be classified as a SARE.

     

    
      	
              5.

            	
              CONDITIONS
      PRECEDENT TO INITIAL ADVANCE

            


    

     

    The
willingness of Lenders to make the Initial Revolving Advance shall be subject to
the following conditions precedent:

     

    5.1         Opinions
of Counsel.  Agent shall have
received (a) from Greenberg Traurig, LLP, counsel for Borrowers, a closing
opinion, and (b) from local counsel licensed in the foreign jurisdiction where
the Properties outside the fifty (50) United States listed in Schedule 15 hereto
are located, an enforceability opinion related to each amendment to a Mortgage,
each in form and content satisfactory to Agent and its counsel dated the date
hereof.


     

    5.2         Warranties
and Representations True as of Closing Date.  The warranties
and representations contained in this Agreement shall be true in all material
respects on the date hereof.

     

    5.3         Compliance
with this Agreement.  Borrowers shall
have performed and complied with all covenants, agreements and conditions
contained herein which are required to be performed or complied with by them
before or on the date hereof and no Default or Event of Default shall exist
hereunder on such date.  Borrowers shall have delivered to Agent
executed copies of this Agreement, all Security Documents and other Loan
Documents (except for any Notes) to which each is a party, each in form and
substance acceptable to Agent.

     

    
      Consolidated Amended and
Restated Loan and Security Agreement

    

     

    
      
        
        

      

      
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    5.4          Borrowers’
Certificates; Good-Standing Certificates.

     

    (a)           Agent
shall have received a certificate, dated as of the date hereof and signed by the
Managing Member of Holdings or such other Person, as applicable, on behalf of
each Borrower, certifying that the conditions specified in Section 5.2 and
Section 5.3 of
this Agreement have been fulfilled.

     

    (b)           Borrowers
shall have delivered to Agent (i) a certified copy of the certificate of
formation (and all amendments thereto) and an operating agreement for each
Borrower (including evidence that each such Borrower has amended such operating
agreement to (A) become a special purpose entity with an independent manager in
a manner satisfactory to Agent in its sole discretion, (B) be managed
by  a board of three managers rather than by its sole member and (C)
name Agent as a third party beneficiary) (the “Operating
Agreement”), or equivalent organizational documents certified by a
manager or officer of each Borrower to be true and correct and (ii) evidence
that each Borrower has executed an independent manager agreement with an
independent manager satisfactory to Agent in its sole discretion.

     

    (c)           Borrowers
shall have delivered to Agent, in form satisfactory to Agent, recent good
standing certificates from the applicable Secretary of State of the state of
formation for each Borrower (or equivalent for any Borrower organized under a
foreign jurisdiction, if available) certifying each Borrower’s due existence and
qualification to do business in each applicable State or foreign jurisdiction,
together with a certified copy of its certificate of organization (or
equivalent) duly recorded with the applicable Secretary of State (or equivalent)
(and all amendments thereto).

     

    (d)           Borrowers
shall have delivered to Agent a certificate of the manager of each Borrower,
dated as of the date hereof, certifying (i) the due authorization of
Borrowers to enter into this Agreement and the other Security Documents to which
it is a party and the transactions and instruments contemplated thereby, and
(ii) the authorization, incumbency and specimen signature of the authorized
manager of each Borrower to execute and deliver this Agreement and the other
Loan Documents to which it is a party.


     

    5.5         Uniform
Commercial Code Financing Statements.  All filings of
Uniform Commercial Code financing statements and all other filings and actions
necessary to perfect Agent’s security interests in and to the Collateral shall
have been filed and confirmation thereof received.  Uniform Commercial
Code, judgment and tax lien searches shall have been performed in respect of
each Borrower and the results thereof shall be satisfactory to
Agent.

     

    5.6         Assignment
of Property-Related Contracts.  Borrowers shall
have delivered to Agent certified copies of all material (as defined in Section 4.24)
Property-Related Contracts relative to owned Properties and executed and
delivered in favor of Agent the Assignment of Property-Related
Contracts.  All such Property-Related Contracts shall be reasonably
satisfactory to Agent in form and substance.  Each Person (other than
Borrowers) which is a party to any such Property-Related Contract set forth on
Schedule 7
hereto shall have been notified, to the extent not already notified in
connection with the Ultimate Loan Agreement or the Private Escapes Loan
Agreement of the assignment thereof, as and to the extent required by the terms
of such Property-Related Contracts.

     

    
      Consolidated Amended and
Restated Loan and Security Agreement

    

     

    
      
        
        

      

      
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    5.7         Hazardous
Substance Indemnity Agreement.  Each Borrower and
Guarantor  (other than Individual Guarantors) shall have executed and
delivered to Lender the Indemnity Agreement.

     

    5.8         Assignment
of Membership Interest.  Ultimate
Holdings, Private Escapes and Holdings and/or its Subsidiaries, as applicable,
shall have executed and delivered to Agent each Assignment of Ownership Interest
or a ratification thereof for any existing assignments, pledging its ownership
interest in each Borrower (other than Holdings) to Agent.

     

    5.9         Expenses.  Borrowers shall
have paid all fees and expenses required to be paid by it pursuant to Section 10.2 of
this Agreement.

     

    5.10       Mortgage
Amendments.  With
respect to the Mortgages described in Schedule 20 attached
hereto, Borrowers shall deliver to Agent amendments to such Mortgages in
substantially the form attached hereto as Exhibit F, with any
changes from such form satisfactory in form and substance satisfactory to Agent
in its Permitted Discretion.  Promptly after the date hereof,
Borrowers shall cause such amendments to be recorded in the appropriate
jurisdictions at Borrowers’ sole cost and expense and cause to be issued an
endorsement in a form and substance satisfactory to Agent with respect to each
mortgagee’s title insurance policy (issued to Agent and in full force and
effect) with respect to each Mortgage being amended, reflecting the effect of
the amendment and ensuring that the title company issuing such mortgagee’s title
insurance policy will not assert a defense against coverage thereunder on
account of the amendment and covering any other matters deemed necessary by
Agent in its Permitted Discretion, all at Borrowers’ sole cost and
expense.


     

    5.11       Casualty
Insurance.  Borrowers
shall have delivered to Agent certificates of insurance evidencing the insurance
policies and endorsements required to be delivered pursuant to Section 3.5
hereof.  All premiums in respect of such insurance policies shall have
been paid in full and evidence thereof shall have been delivered to
Agent.

     

    5.12       Taxes.  Borrowers shall
have delivered to Agent copies of the most recent tax receipts for all owned
Property (or certificates in respect thereof) evidencing no delinquency in the
payment thereof.

     

    5.13       Inspection.  Borrowers shall
have permitted Agent to make an inspection/audit of its books, accounts and
records and such other papers as it may desire and of its premises and the
Property, as Agent may in its sole discretion determine.  Such
inspection/audit shall be satisfactory to Agent (in its sole
determination).

     

    Consolidated Amended and
Restated Loan and Security Agreement

     

    
      
        
        

      

      
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    5.14       Delivery
of:

     

    (a)           Licenses;
Permits, Zoning.  Borrowers shall have delivered to Agent
copies of all licenses, approvals, consents and permits required for Borrowers
to comply with all Applicable Laws in the operation of the Clubs and the use of
the owned Property.

     

    (b)           Business
Plan.  Borrowers shall have delivered a detailed financial
business plan acceptable to Agent in its sole discretion.

     

    (c)           Financial
Statements of Borrowers.  Borrowers shall have delivered
financial statements of Borrowers on a consolidated
basis.  Additionally, Borrowers shall have delivered to Agent, on a
consolidated basis, a projected balance sheet, income statement, statements of
cash flow projections and other financial projection reports and statements
requested by Agent for the calendar years 2009, 2010 and 2011.

     

    (d)           Leases.  Borrowers
shall have delivered copies of all leases encumbering, or otherwise affecting or
encumbering the Property (including without limitation the Intercompany Leases)
in form and substance acceptable to Agent.  All Intercompany Leases
must be in the form of Exhibit B attached
hereto.

     

    (e)           Intentionally
Omitted.

     

    (f)           Valuations.  Borrowers
shall have delivered to Agent an MAI appraisal from a third-party appraiser
acceptable to Agent for each owned Property in form and substance, and in a
minimum amount, acceptable to Agent.

     

    (g)          Club Membership
Plans.  Borrowers shall have delivered to Agent copies of the
Club Membership Plans, which state, except with respect to the Member Assurance
Program, that Members shall have no ownership rights or interests with respect
to any Borrower, its Affiliates or Property.

     

    5.15       Proceedings
Satisfactory.  All actions taken
in connection with the execution of this Agreement, the Notes, any other
Security Document and all documents and papers relating thereto shall be
satisfactory to Agent and its counsel.

     

    5.16       Guaranties
and Guarantor Security Agreement.

     

    (a)           Individual
Guarantors shall have entered into an Amended and Restated Indemnity Guaranty in
form and substance acceptable to Agent,

     

    (b)           Agent
shall have received a fully executed Guaranty from each of the entities listed
on Part V of Annex
A attached hereto.

     

    (c)           Agent
shall have received the fully executed Guarantor Security Agreement, in form and
substance acceptable to Agent, and shall have a perfected, first priority Lien
on all assets of each Guarantor listed on Part V of Annex A attached
hereto.

     

    
      Consolidated Amended and
Restated Loan and Security Agreement

    

     

    
      
        
        

      

      
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    5.17       JDI
Approval.  Agent
shall have received written evidence satisfactory to Agent that JDI has either
(i) approved the transactions contemplated herein and the Related Transactions
or (ii) waived its rights under Ultimate Holdings’ organizational documents to
approve the transactions contemplated herein and the Related
Transactions.

     

    5.18       Intentionally
Omitted.

     

    5.19       Bahamian
Borrowers.  Agent
shall have received evidence, satisfactory to Agent, that each Bahamian Borrower
has filed its application for all “Certificates of Registration” with the
Bahamian Government Industrial Board in relation to the deed conveyances of the
Property owned by the Bahamian Borrowers.

     

    5.20       Member
Assurance Program.  Agent
shall have received evidence, satisfactory to Agent, that Borrowers and
Guarantors have assumed all contingent liabilities related to the PE Resigned
Members (as defined in the Contribution Agreement) in form and substance
satisfactory to Agent.


     

    5.21       Contribution
Agreement.  Agent
shall have received evidence in form and substance satisfactory to Agent in its
sole discretion that the Closing (as defined in the Contribution Agreement) has
occurred.

     

    5.22        Intercompany
Lease.  Agent
shall have received evidence in form and substance satisfactory to Agent that
the Intercompany Lease shall have been amended and restated in the form of Exhibit B attached
hereto.

     

    
      	
              6.

            	
              SUBSEQUENT
      ADVANCES CLOSING CONDITIONS

            


    

     

    After the
making of the Initial Revolving Advance, the willingness of Lenders to make
additional Revolving Advances (individually a “Subsequent Revolving
Advance”) on a
Business Day of any month (herein referred to as a “Subsequent Revolving Advance
Date”) or permit a Property Substitution shall be subject to the
satisfaction of all of the following conditions precedent:

     

    6.1         Special
Submissions.

     

    (a)           Amendments to
Club Membership Plans and Rules and Regulations.  Borrowers
shall have submitted to Agent any material amendments and/or modifications to
the Club Membership Plans and Rules and Regulations, which amendments and
modifications shall be acceptable to Agent in its Permitted Discretion and not
in any manner materially adverse to Agent.

     

    (b)           Acquisition
Agreement.  Agent shall have
approved the Additional Property.

     

    (c)           Joinder.  If
applicable, each New Borrower shall have executed and delivered to Agent an
Assumption and Joinder Agreement in the form and substance attached hereto as
Exhibit A,
and if requested by Agent, a Note payable to the order of Agent.

     

    
      Consolidated Amended and
Restated Loan and Security Agreement

    

     

    
      
        
        

      

      
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    (d)           Title
Commitment.  Agent shall have received not less than five (5)
Business Days prior to the making of a Subsequent Revolving Advance or
consummation of the Property Substitution, as the case may be, unless otherwise
agreed to by Agent, a commitment for a mortgagee’s title insurance policy (to be
issued to Agent and in full force and effect) in respect of each Mortgage
covering Additional Property, together with such endorsements thereto as Agent
may require, which shall (a) have been issued by the Title Company or another
title insurance company which is satisfactory to Agent, (b) be in form and
substance satisfactory to Agent and its special counsel, and all encumbrances of
record with respect thereto shall be satisfactory to Agent and its special
counsel in their sole discretion (c) be in such amount as Agent may require in
its sole discretion, (d) insure that the Mortgage to be filed creates a valid
first Lien in and to the applicable Additional Property free and clear of all
defects, encumbrances and other Liens other than Permitted Exceptions and (e)
contain such further endorsements and affirmative coverage as Agent may
reasonably request.  All premiums in respect of such title insurance
policy shall have been paid in full and evidence thereof shall have been
delivered to Agent.

     

    (e)           Survey.  If
requested by Agent, New Borrower or an existing Borrower shall have delivered to
Agent a survey of the Additional Property showing its perimeter; such survey
shall be sufficient to delete the standard survey exception in the Title
Insurance Policy for such Additional Property.

     

    (f)           Taxes.  New
Borrower or an existing Borrower shall have delivered to Agent copies of the
most recent tax receipts for all Additional Property (or certificates in respect
thereof) evidencing no delinquency in the payment thereof.

     

    (g)           Environmental
Site Assessment Report.  Unless otherwise waived by Agent, New
Borrower or an existing Borrower (at its own expense) shall have delivered to
Agent an environmental survey with respect to the Additional Property in form
and substance acceptable to Agent in its sole discretion to the extent
available.  Notwithstanding the foregoing, if requested by Agent, New
Borrower or an existing Borrower (at its own expense) shall have delivered to
Agent a “Phase I” or other environmental survey of the Property in form and
substance acceptable to Agent in its sole discretion.  Any
environmental survey undertaken by any Borrower and delivered to Agent shall
provide that Agent may rely thereon in connection with its making advances
hereunder.

     

    (h)           Inspection.  New
Borrower shall have permitted Agent to make an inspection/audit of the
Additional Property as determined by Agent in its sole discretion in form and
substance satisfactory to Agent (in its sole determination).

     

    (i)           Opinion of
Counsel.  Agent shall have received from Greenberg Traurig LLP,
or other legal counsel, selected by Borrowers and reasonably acceptable to
Agent, a legal opinion related to the formation and organization of New
Borrower, and from local counsel licensed in the State or foreign jurisdiction
where the Additional Property is located, a legal opinion in form and content
satisfactory to Agent and its counsel dated the date of the Subsequent Revolving
Advance.

     

    
      Consolidated Amended and
Restated Loan and Security Agreement

    

     

    
      
        
        

      

      
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    (j)           Representations
and Warranties.  Each of the representations and warranties
made by Borrowers in or pursuant to this Agreement and any other Loan Documents
to which Borrowers are a party, and each of the representations and warranties
contained in any certificate, document or financial or other statement furnished
at any time under or in connection with this Agreement or any related agreement
shall be true and correct in all material respects on and as of such date as if
made on and as of such date (except for representations and warranties which
expressly relate to an earlier date).

     

    (k)           Events of
Default.  No Event of Default or Default shall have occurred
and be continuing on such date, or would exist after giving effect to the
Subsequent Revolving Advance or Property Substitution requested to be made, as
applicable, on such date; provided, however, that
Agent, in its sole discretion, may continue to make Subsequent Revolving
Advances or allow Property Substitutions notwithstanding the existence of an
Event of Default or Default and that any Subsequent Revolving Advances so made
or Property Substitutions so allowed shall not be deemed a waiver of any such
Event of Default or Default.

     

    (l)           Borrowers’
Secretary’s Certificates; Good-Standing Certificates.  For any
Borrower (including any New Borrower) receiving the proceeds of a Subsequent
Revolving Advance:

     

    (i)           Agent
shall have received a certificate, dated as of the date of the Subsequent
Revolving Advance and signed by the Managing Member or authorized officer of
Holdings or such other Person, as applicable, on behalf of such Borrower,
certifying that the conditions specified in Sections 6.1(j)
and (k) of this
Agreement have been fulfilled.

     

    (ii)          Such
Borrower shall have delivered to Agent a certified copy of its certificate of
formation (and all amendments thereto) and an Operating Agreement (including the
provisions of Section 7.28
hereof), or equivalent organizational documents certified by a manager or
officer of such Borrower to be true and correct.

     

    (iii)         Such
Borrower shall have delivered to Agent, in form satisfactory to Agent, a recent
good standing certificate from the applicable Secretary of State of the state of
formation for such Borrower (or equivalent if such Borrower organized under a
foreign jurisdiction, if available) certifying such Borrower’s due existence and
qualification to do business in each applicable State or foreign jurisdiction,
together with a certified copy of its certificate of organization (or
equivalent) duly recorded with the applicable Secretary of State (or equivalent)
(and all amendments thereto).

     

    (iv)         Such
Borrower shall have delivered to Agent a certificate of its manager, dated as of
the date of the making of the Subsequent Revolving Advance, certifying
(i) the due authorization of such Borrower to enter into an Assumption and
Joinder Agreement and any other Security Documents to which it is a party and
the transactions and instruments contemplated thereby, and (ii) the
authorization, incumbency and specimen signature of the authorized manager of
such Borrower to execute and deliver this Agreement and the other Loan Documents
to which it is a party.

     

    
      Consolidated Amended and
Restated Loan and Security Agreement

    

     

    
      
        
        

      

      
        62

        
          

        

      

      
        
        

      

    

     

    (m)         Financing
Statements.  All filings of Uniform Commercial Code financing
statements and all other filings and actions necessary to perfect Agent’s
security interests in and to the Additional Property constituting additional
Collateral shall have been filed and confirmation thereof
received.  Uniform Commercial Code, judgment and tax lien searches
shall have been performed in respect of New Borrower and the results thereof
shall be satisfactory to Agent.

     

    (n)  
       Assignment of
Property-Related Contracts. New Borrower shall have
delivered to Agent a copy of the Acquisition Contract related to the Additional
Property.  In addition and as applicable, New Borrower shall have
delivered to Agent certified copies of all material Property-Related Contracts
related to the Additional Property, and shall have executed and delivered in
favor of Agent, for the benefit of itself and Lenders either (a) an Assignment
of Property-Related Contracts, or (b) an Assignment of Acquisition
Contract.  All such Property-Related Contracts and Acquisition
Contracts, as applicable, shall be reasonably satisfactory to Agent in form and
substance.  Each Person (other than New Borrower) which is a party to
any such Property-Related Contract set forth on Schedule 7
hereto shall have either been notified of the assignment thereof, or shall have
consented to such assignment, as determined by Agent.

     

    (o)           Hazardous
Substance Indemnity Agreement. New Borrower shall have
executed and delivered to Agent an Indemnity Agreement.

     

    (p)           Assignment of
Membership Interest.  Holdings or any of its Subsidiaries, as
applicable, shall have executed and delivered to Agent an amendment to the
applicable Assignment of Ownership Interest, in the form attached thereto,
related to the equity interests of such New Borrower.

     

    (q)           Mortgage.  New
Borrower or an existing Borrower, as applicable, shall have executed and
delivered a Mortgage to Agent or Bahamian Collateral Agent, with respect to each
Additional Property.  Each such Mortgage shall be recorded or
delivered to the title company for recordation in the applicable public real
property office, and all taxes, recording fees and other fees and charges
required by Applicable Law to be paid in connection therewith shall have been
duly paid in full in accordance with Agent’s instructions to the title company
responsible for such filing.  Each such Mortgage shall have created a
valid Lien in and to the applicable Additional Property in respect of the
Obligations subject to no other Liens except for Permitted Exceptions; provided, however, in the
States of New York and Florida and in the countries of Mexico, Nevis, The
Commonwealth of the Bahamas, and any other jurisdiction approved by Agent in its
sole discretion which requires payment of a filing tax or other fee based on the
amount of the Obligations reflected in the Mortgage, the amount of the
Obligations set forth in the Mortgage shall be equal to one hundred and fifty
percent (150%) of the Appraised Value of such Additional Property..

     

    (r)           Insurance.  New
Borrower or an existing Borrower, as applicable, shall have delivered to Agent
certificates of insurance evidencing the insurance policies and endorsements
required to be delivered pursuant to Section 3.5
hereof.  All premiums in respect of such insurance policies shall have
been paid in full and evidence thereof shall have been delivered to
Agent.

     

    
      Consolidated Amended and
Restated Loan and Security Agreement

    

     

    
      
        
        

      

      
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    (s)           Licenses;
Zoning.  Except as otherwise agreed to by Agent, New Borrower
shall deliver to Agent a letter issued by the applicable municipality authority
confirming the zoning classification of the Additional Property.

     

    (t)           Leases.  New
Borrower or an existing Borrower, as applicable, shall have delivered copies of
all leases encumbering, or otherwise affecting or encumbering the Additional
Property (including without limitation any Intercompany Leases) in form and
substance acceptable to Agent. All Intercompany Leases relating to any
Additional Property must, at a minimum, contain provisions allowing Agent to
terminate any such Intercompany Lease during the continuation of an Event of
Default..

     

    (u)          Valuations.  New
Borrower or an existing Borrower, as applicable, shall have delivered to Agent
an MAI appraisal from a third-party appraiser acceptable to Agent for the
Additional Property in form and substance, and in a minimum amount, acceptable
to Agent.

     

    (v)           Section 2.1
Conditions. 
All of the conditions to lending set forth in Section 2.1
above shall have been satisfied.

     

    6.2         Requests
for Subsequent Revolving Advance.  A request for
such Subsequent Revolving Advance

     

    (a)           shall
be in writing substantially in the form of Exhibit D
attached to this Agreement,

     

    (b)           shall
have been delivered to the office of Agent at least three (3) Business Days in
advance of the proposed Subsequent Revolving Advance Date, and

     

    (c)           shall
state that all conditions set forth in Section 2.1 and Section 6.1
hereof have been satisfied or otherwise waived by Agent in its sole
discretion.

     

    6.3         Defaults;
Expenses; Miscellaneous.

     

    (a)           No Default or
Event of Default.  No Default or Event of Default shall exist
immediately prior to the making of the Subsequent Revolving Advance or, after
giving effect thereto, immediately after the making of such Subsequent Revolving
Advance.

     

    (b)           Insufficient
Availability.  No Subsequent Revolving
Advance shall be made if Agent shall have determined that the Subsequent
Revolving Advance would be in violation of the Borrowing Base or other amounts
and limitations set forth in Section 2.1
hereof.

     

    (c)           Fees and
Expenses.  Borrowers shall have paid all fees and expenses
required to be paid by Section 10.2 and
Section 2.1 of
this Agreement in connection with such requested Subsequent Revolving
Advance.

     

    (d)           Prior
Revolving Advances.  No
more than five (5) other Revolving Advances shall have been made during the
calendar month in which such Subsequent Revolving Advance Date
falls.

     

    Consolidated Amended and
Restated Loan and Security Agreement

     

    
      
        
        

      

      
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    6.4          Disbursements.  Upon the
occurrence and continuance of an Event of Default, Agent, for the account of
Lenders, shall have the right, but not the obligation, to disburse and directly
apply the proceeds of any Subsequent Revolving Advance to the satisfaction of
any of Borrowers’ Obligations hereunder, and any Subsequent Revolving Advance by
Agent for the account of Lenders or by any Lender for such purpose shall be
considered part of the Loan and shall be secured by the Security
Documents.  Borrowers hereby authorize Agent to use, disburse and
apply the Loan for payment of costs and expenses incident to the Loan and,
following the occurrence of an Event of Default, the Property, and the payment
or performance of any obligation of Borrowers hereunder.  Each
Borrower hereby assigns, pledges and grants a security interest in the proceeds
of the Loan to Agent for the benefit of itself and Lenders for such
purposes.  Upon the occurrence of an Event of Default, (a) Agent, for
the account of Lenders, may advance and incur such reasonable expenses as Agent,
in its sole discretion, deems necessary to preserve the Property, and any other
security for the Loan, and such expenses, even though in excess of the amount of
the Loan, shall be secured by the Security Documents, and shall be payable to
Agent for the benefit of itself and Lenders on demand, and (b) Agent, for the
account of Lenders, may disburse any portion of any Subsequent Revolving Advance
at any time, and from time to time, to Persons other than Borrowers for the
purposes specified in this Section 6.4
irrespective of the provisions of Section 2.1
hereof, and the amount of Subsequent Revolving Advances to which Borrowers would
thereafter otherwise be entitled shall be correspondingly reduced.  In
addition to the foregoing, and whether or not an Event of Default has occurred
hereunder, Agent, if requested to do so by Borrowers, or if Borrowers shall have
failed to pay the same on or before the date due, shall have the right, but not
the obligation, for the account of Lenders, to disburse and directly apply the
proceeds of any Subsequent Revolving Advance to the payment of all reasonable
fees and expenses of internal and external counsel to Agent or any
Lender.

     

    6.5         Proceedings
Satisfactory.  All actions taken
in connection with the Subsequent Revolving Advance shall be reasonably
satisfactory to Agent and its counsel.  Agent and its counsel shall
receive copies of such documents and papers as Agent or such counsel may
reasonably request in connection with any such Subsequent Revolving Advance, all
in form and substance satisfactory to Agent and its counsel.

     

    6.6         Property
Substitution.  After giving effect to any Property
Substitution, Borrowers must be in compliance with the Borrowing
Base.

     

    
      	
              7.

            	
              COVENANTS

            


    

     

    Borrowers,
jointly and severally, covenant that on and after the date hereof and so long as
any Obligation (other than contingent indemnity obligations) of Borrowers to
Agent and Lenders exists as follows:

     

    7.1         Payment
of Taxes and Claims.  Except as
otherwise provided for in Section 3.7 and
Section 3.8
hereof, each Borrower shall pay, or cause to be paid, before they become
delinquent:

     

    (a)           all
taxes, assessments and governmental charges or levies imposed upon it or its
Property, including, without limitation, the Collateral; and

     

    
      Consolidated Amended and
Restated Loan and Security Agreement

    

     

    
      
        
        

      

      
        65

        
          

        

      

      
        
        

      

    

     

    (b)           all
claims or demands of materialmen, mechanics, carriers, warehousemen, landlords
and other like Persons which, if unpaid, might result in the creation of a Lien
upon its assets, including the owned Property and all Collateral.

     

    7.2         Maintenance
of Properties; Borrowers Existence; Indebtedness; Liens; Business.  Each Borrower and
Guarantor shall:

     

    (a)           Collateral—maintain
its Property and all Collateral in good repair, working order and condition,
ordinary wear and tear excepted, and make all necessary renewals, repairs,
replacements, additions, betterments and improvements thereto;

     

    (b)           Insurance—maintain,
or cause to be maintained, insurance as required by Section 3.5 of
this Agreement;

     

    (c)           Financial
Records—(i) keep
true books of records and accounts (including, without limitation, the Books and
Records) in which full and correct entries will be made of all its material
business transactions in accordance with GAAP, and (ii) reflect in its financial
statements adequate accruals and appropriations to reserves, all in accordance
with GAAP;

     

    (d)           Borrowers’
Existence and Rights—except (i) as permitted under Section 7.5,
(ii) pursuant to the Related Transactions, and (iii) if a Borrower has sold or
disposed of all of its Property and other assets in a manner permitted
hereunder, do or cause to be done all things necessary or required to preserve
and keep in full force and effect its company existence, rights, powers and
franchises, including, without limitation, its authorization to do business in
the State or foreign jurisdiction where its Property is located;

     

    (e)           Compliance with
Law—not be in
violation in any material respect of (i) any laws, ordinances, governmental
rules and regulations to which it is subject, and to that end, no Borrower shall
fail to obtain any licenses, permits, franchises or other governmental
authorizations necessary to the ownership of its Properties or to the conduct of
its business (including, without limitation, the administration of the Clubs and
sale of Membership Interests or admission of new Members), which violation or
failure to obtain might cause a Material Adverse Effect, including, without
limitation, any zoning laws, land use, design controls, subdivision controls or
Environmental Protection Laws applicable to its real property (including,
without limitation, the Property), (ii) any statutes, rules and regulations,
whether now or hereafter in force, in any jurisdiction in which Borrowers may
make offers to sell or sales of Membership Interests or admission of new Members
to the Clubs relating to the right to do business is such jurisdiction and (iii)
any applicable federal, foreign, state or municipal statutes, rules and
regulations relating to sales of Membership Interests or the admission of new
Members to the Clubs and the manner of evidencing the same;

     

    (f)           Deferred
Compensation Plans—to the extent that it has
one or more pension, profit sharing or other compensatory or similar plans
providing for a program of deferred compensation for any employee or officer, be
in compliance with all requirements of the Employee Retirement Income Security
Act of 1974, as amended, and the rules and regulations promulgated in connection
therewith;

     

    
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Restated Loan and Security Agreement

       

    

    
      
         


      

      
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      (g)          Indebtedness—except for the Obligations
and for guaranties by Holdings, Ultimate Holdings and Private Escapes permitted
in Section 7.6
hereof, not incur any Debt, without Agent’s prior written consent, other than
Permitted Debt;

       

      (h)          Liens—(i) not allow any Liens or
encumbrances whatsoever to attach to the Collateral other than the Liens and
security interests of Agent and Bahamas Collateral Agent created by the Security
Documents and the Permitted Exceptions, and (ii) cause the Liens and security
interests of Agent and Bahamas Collateral Agent created by the Security
Documents in and to the Collateral to continue to be valid, enforceable, first
priority perfected Liens and security interests subject to no other Liens except
as set forth in this Agreement or in any other Security Document or for
Permitted Exceptions;

       

      (i)           Business—shall
have as its sole business activities ownership and operation of the Property and
related assets, operation of the Clubs, the sale of Membership Interests and
businesses reasonably incidental thereto;

       

      (j)           Material Adverse
Effect—not
undertake any action that would or could reasonably be expected to have a
Material Adverse Effect;

       

      (k)           Notification of
Claims—promptly notify Agent of any claim, action or proceeding affecting
title to the Collateral, or any part thereof, or any of the security interests
granted hereunder, and, at the request of Agent, appear in and defend, at
Borrowers’ expense, any such claim, action or proceeding;

       

      (l)           Assignment— except for the transactions
contemplated by the Contribution Agreement and as expressly permitted by this
Agreement, not assign its interest in the Clubs, or this Agreement or any
interest herein or therein, or all of any part of or any disbursements to be
made hereunder, voluntarily, by operation of law or otherwise;

       

      (m)         Leases—
except as set forth in the proviso to this paragraph and in paragraph (n) below,
not enter into any lease for real property, nor materially amend, alter or
modify any real property lease, without Agent’s prior written consent, which
shall not be unreasonably withheld, delayed or conditioned; provided, that any
Borrower, Guarantor or their Affiliates may, without Agent’s prior written
consent, (i) enter into a lease for real property for inclusion in the
Club(s), as a lessee, in form and substance substantially similar to that set
forth in Schedule
18 attached hereto, provided that the aggregate amount of all lease
payments shall not exceed, on an annual basis, $250,000 for each such lease and
$4,000,000 for all
leases (i.e. the aggregate of all leases paid by Borrower, Guarantor or its
Affiliates), and (ii) amend, alter or modify any lease, or exercise any
option to extend the term of any such lease, including without limitation any
Intercompany Lease, on terms that are substantially similar to those contained
in the lease set forth in Schedule 18;
and

       

      (n)          Acquisition
Contracts; Contribution Agreement; Intercompany Lease; Operating
Agreements—not amend, alter or modify any Acquisition Contract, the
Contribution Agreement, any Intercompany Lease or any Borrower’s operating
agreement or equivalent document without Agent’s prior written consent, which
may be granted or not granted in Agent’s sole discretion.

      
         

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      7.3           Payment
of the Loan and Maintenance of Office.  Borrowers shall
punctually pay or cause to be paid the principal, interest and all other amounts
to become due in respect of the Loan or otherwise hereunder according to the
terms hereof.  All payments hereunder shall be made in accordance with
the payment instructions set forth in Schedule 12 to
this Agreement.  Borrowers shall maintain an office at 3501 West Vine
Street, Kissimmee, Florida, 34741 where notices, presentations and demands in
respect of this Agreement, any Note or any other Security Document may be made
upon Borrowers.  Such offices shall be maintained at said address of
Borrowers until such time as Borrowers shall so notify Agent, in writing, of any
change of location of such offices.  The Books and Records of
Borrowers shall be maintained at said address.  Borrowers shall not
change their name without 30-day prior written notice to Agent.

       

      7.4          Sale
of Properties.  Without the prior
written consent of Agent, Borrowers shall not sell, lease (except for each
Intercompany Lease), transfer or otherwise dispose of any of the Collateral,
provided that
Borrowers

       

      (a)          may
remove and dispose of (and receive the proceeds thereof) in the ordinary course
of business, free from any Liens created or contemplated by this Agreement,
items of Collateral consisting of fixtures, fittings, machinery, appliances,
equipment, apparatus, furnishings and other personal Property which shall have
become worn out or obsolete,

       

      (b)          may
sell any Property and the related Furnishings and any other Collateral so long
as the proceeds from such sale are applied to the Loan in accordance with Section 2.3(a)
hereof; and

       

      (c)           may
complete a Property Substitution pursuant to the terms of Section 3.15
hereof.

       

      Notwithstanding
the foregoing, Borrower shall not sell (other than sales to a Borrower or
Guarantor (excluding Individual Guarantors)), any Property for less than ninety
percent (90%) of the Appraised Value of such Property without Agent’s consent,
provided that Borrowers shall not sell any Property at any time a Default or
Event of Default shall have occurred and continue to then exist without the
prior written consent of Agent (which may be withheld or granted in Agent’s sole
discretion).

       

      7.5           Consolidation
and Merger.  No Borrower or
Guarantor shall consolidate with or merge into any Person other than another
Borrower, or permit any Person other than another Borrower to consolidate with
or merge into it.  The execution and delivery of this Agreement by
Agent and Lenders and consummation of the transactions contemplated hereby
constitutes the consent of the Agent to the consolidation of the UR Borrowers,
the PE Borrowers and their respective Affiliates pursuant to the terms of the
Contribution Agreement and the Merger Documents.

       

      7.6           Guaranties.

       

      (a)          Except
as otherwise agreed to by Agent, no Borrower shall become liable in respect of,
or be liable in respect of, any guaranty except (i) the endorsement in the
ordinary course of business of negotiable instruments for deposit or collection,
(ii) any guaranty by Holdings, Ultimate Holdings and Private Escapes of
obligations of other Borrowers in respect of leases of real property, and (iii)
any subordinated Guaranty by any Guarantor (other than UE Holdco, LLC and UE
Member, LLC) of the obligations of the Borrowers under the JDI Junior
Loan.

      
         

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      (b)          For
the purposes of this Section 7.6,
“guaranty” by any Person shall mean all obligations of such Person guaranteeing
or in effect guaranteeing any indebtedness, dividend or other obligation of any
other Person (the “primary obligor”) in any manner, whether directly or
indirectly, including but not limited to obligations incurred through an
agreement, contingent or otherwise, by such Person:

       

      (i)           to
purchase such indebtedness or obligation or any assets or other property or
assets constituting security therefor;

       

      (ii)
         to advance or supply
funds

       

      (1)           for
the purchase or payment of such indebtedness or obligation, or

       

      (2)           to
maintain working capital or other balance sheet conditions or otherwise to
advance or make available funds for the purchase or payment of  such
indebtedness or obligation;

       

      (iii)         to
lease assets or other property or to purchase any Security or other property or
services primarily for the purpose of assuring the owner of such indebtedness or
obligation of the ability of the primary obligor to make payment of the
indebtedness or obligation; or

       

      (iv)        otherwise
to assure the owner of the indebtedness or obligation of the primary obligor
against loss in respect thereof.

       

      7.7           Distributions.  Borrowers shall
not after the Closing Date make or pay any distribution (in cash or Property) or
payments of any management fees, development fees or similar operational fees
for so long as any Obligations or other amounts are outstanding under this
Agreement, any Security Document or other Loan Document; provided, however, so long as
no Default or Event of Default then exists or would result therefrom, a Borrower
may (a) distribute amounts necessary to enable the members of Holdings or
the holders of the equity interests in such members to pay any taxes arising
solely and directly from such party’s status as a member of Holdings or an
equity owner of such members in each case, so long as (i) Agent has received
prior written notification of the amount of taxes then due and (ii) Agent has
received evidence from such Borrower that such distribution has been used to pay
such taxes through a tax receipt or otherwise and (b) Borrowers may
distribute dividends to Ultimate Holdings solely for the purpose of Ultimate
Holdings distributing such dividends to Ultimate Resort to be used solely to pay
dividends to Ultimate Resort’s Class B and Class BB Members in accordance with
the terms of Ultimate Resort’s organizational documents as of the date hereof,
provided that (i) in no event shall the aggregate amount of all such
distributions and dividends allowed under this Section 7.7(b)
exceed $502,000 in any calendar year and (ii) no such distribution or dividend
shall be made unless Borrowers are in compliance with clause (z) of Section 7.20
both prior to and after giving effect to such distribution or
dividend.  Payments in the form of salaries plus bonuses made to the
Owners or other management as compensation for services rendered, in amounts not
to exceed those listed in Schedule 3 to this
Agreement without Agent’s prior written consent, shall not be deemed to be
distributions for the purposes of this provision.

      
         

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      7.8           Compliance
with Environmental Laws.  Each Borrower
shall comply, and shall cause all Property to be in compliance,
with

       

      (a)          all
Environmental Protection Laws (including, without limitation, all federal, state
and local environmental or pollution-control laws, regulations, orders and
decrees governing the emission of waste water effluent, the treatment,
transportation, disposal, generation and storage of solid and hazardous waste,
hazardous and toxic substances and air pollution, and/or setting forth general
environmental conditions),

       

      (b)          any
other applicable requirements for conducting, on a timely basis, periodic tests
and monitoring for contamination of ground water, surface water, air and/or
land, and for biological toxicity of the aforesaid and

       

      (c)          the
regulations of each relevant federal, state or local authority administering
environmental laws, ordinances or regulations,

       

      except to
the extent that any failure to so comply could not reasonably be expected to
have a Material Adverse Effect.

       

      Without
limiting the generality of the foregoing, no Borrower shall release or otherwise
dispose of any Hazardous Substance or any other substance regulated, controlled
or described as hazardous under any Environmental Protection Law on or beneath
any real Property owned, leased or otherwise used by any Borrower or allow the
same to occur with respect to the Property in material violation of any
Environmental Protection Law; and no asbestos, urea formaldehyde foam,
polychlorinated biphenyls, aluminum wire or lead-containing paint shall be
installed or used on any such Property.  No Borrower shall take or
suffer to be taken any act or omission that would subject it or any Property to
material liability under any Environmental Protection Law which liability would
have a Material and Adverse Effect.

       

      Agent
shall have the right, but shall not be obligated, to notify any foreign, state,
federal or local governmental authority of information which may come to its
attention with respect to Hazardous Substances on or emanating from the Property
and each Borrower irrevocably releases Agent and Lenders from any claims of
loss, damage, liability, expense or injury relating to or arising from, directly
or indirectly, any such disclosure.

       

      If any
Borrower fails to diligently take any action required under this Section 7.8 or
by any governmental entity with respect to the cleanup, control or reporting of
any Hazardous Substances, materials or wastes in, on, from or under any
Property, Agent, at its option, may enter upon the applicable Property, retain
such experts and consultants at the expense of Borrowers and take such action as
Agent reasonably deems advisable, and Agent may, for the account of Lenders,
advance such sums of money as it deems necessary, with respect to the cleanup,
control or reporting of any such substances, materials or wastes in, on or under
any Property.  Borrowers shall pay to Agent promptly and upon demand,
all sums of money so advanced or expended by Agent and/or any Lender pursuant to
this paragraph, together with interest on each such advance at the Default Rate,
and all such sums, and the interest thereon, shall be secured by the
Collateral.  Agent will notify Borrowers prior to or contemporaneously
with any action taken by Agent pursuant to this paragraph, provided that the failure by
Agent to provide such notification shall not affect any action so
taken.

      
         

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      7.9           Transactions
with Affiliates.  Except for
Intercompany Leases or as set forth on Schedule 17 attached
hereto, and except for the Related Transactions, no Borrower or Guarantor shall
enter into any transaction including, without limitation, the purchase, sale,
lease, assignment, transfer, license to use or exchange of Property or any other
real or personal property or assets owned or intended to be acquired by any
Borrower or any Guarantor or for use by any Club, or the rendering of any
service, with any Company Affiliate or any member or manager of any Borrower or
any Guarantor without the prior written consent of the Agent, such consent to be
granted or withheld in Agent’s Permitted Discretion.  No Borrower
(other than as set forth in Schedule 8 to this
Agreement) shall have investments in any Voting Equities.

       

      7.10         Use
of Agent Name.  No Borrower
shall, nor shall it permit any Affiliate to, without the prior written consent
of Agent, use the name of Agent or any Lender or the name of any affiliate of
Agent or any Lender in connection with any of its respective businesses or
activities, except in connection with internal business matters and as required
in dealings with governmental agencies or as may be required by
law.

       

      7.11 
       Subordinated Obligations.  No Borrower
shall, directly or indirectly, (a) permit any payment to be made in respect of
any Indebtedness, liabilities or obligations, direct or contingent, which are
subordinated by the terms thereof or by separate instrument to the payment of
principal of, and interest and other amounts on, the Loan, except in accordance
with the terms of such subordination, (b) permit the amendment, rescission or
other modification of any such subordination provisions of any Borrower’s
subordinated obligations in such a manner as to affect adversely Agent’s Lien or
the prior position of the Loan, or (c) permit the unscheduled prepayment or
redemption of all or any part of any subordinated obligations of any Borrower
except in accordance with the terms of such subordination.  Each
Borrower shall cause the members of such Borrower to subordinate all of their
Indebtedness, direct or contingent, owing to it from such Borrower to the
payment of the Obligations, other than ordinary course compensation
obligations.  Each Borrower shall cause each of its other Affiliates
to subordinate all Indebtedness, liabilities or obligations, direct or
contingent, owing to it from such Borrower to the payment of the Obligations,
other than ordinary course compensation obligations.  The terms of
such subordination shall be satisfactory to Agent.  Notwithstanding
anything to the contrary set forth in this Section 7.11, so long
as no Default or Event of Default has occurred and continues to exist, Borrowers
may make payments on the JDI Junior Loan as permitted under the Intercreditor
Agreement.

       

      7.12      
  Notice of Legal Proceedings.  Promptly upon
becoming aware of the existence thereof, each Borrower shall deliver to Agent
written notification of the institution of any litigation, legal proceeding or
dispute with any Person, entity or governmental authority in any way involving
any Borrower, any Property, the Collateral or any of a Borrower’s other assets
as to which there is a reasonable possibility of an adverse determination and
that, if adversely determined, could reasonably be expected to have a Material
Adverse Effect.

      
         

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Restated Loan and Security Agreement

        

          
            
               


            

            
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      7.13        Further
Assurances.  Each Borrower
shall from time to time execute and deliver to Agent such other instruments,
certificates and documents and shall take such other action and do all other
things as may from time to time be reasonably requested by Agent in order to
implement or effectuate the provisions of, or more fully perfect the rights
granted or intended to be granted by each Borrower to Agent pursuant to the
terms of, this Agreement, the Note or any other Security Document.

       

      7.14    
    Financial Statements; Reports

       

      (A)           Borrowers
shall submit to Agent the following:

       

      (a)           Annual
Statements—As soon as practicable after the end of each fiscal year of
Borrowers, and in any event no later than 120 days thereafter, duplicate copies
of:

       

      (i)           a
balance sheet of the UE Consolidated Group on a consolidated basis as at the end
of such fiscal year,

       

      (ii)       
  a statement of income of UE Consolidated Group on a consolidated
basis for such fiscal year,

       

      (iii)         a
statement of changes in cash flows of UE Consolidated Group on a consolidated
basis during such fiscal year,

       

      (iv)       
 a statement of material changes of accounting policies, presentations or
principles during such fiscal year, and

       

      (v)          notes
to such financial statements.

       

      Each of
the above shall have been audited and prepared in accordance with GAAP by Vestal
& Wiler or another independent certified public accounting firm, selected by
Borrowers and reasonably acceptable to Agent, in reasonable detail and shall set
forth, in each case, in comparative form the figures for the previous fiscal
year, and shall be certified as complete and correct by an officer or member of
each Borrower.  The above financial statements shall be accompanied by
a certificate of an officer or member of each Borrower, which certificate shall
be reasonably acceptable to Agent and shall, without qualification, state that
such financial statements fairly present, in all material respects, the
financial condition of Borrowers and have been prepared consistently with past
practices, together with an unqualified opinion thereon of an independent
certified public accounting firm, selected by Borrowers and satisfactory to
Agent, which opinion shall state that such financial statements present fairly,
in all material respects, the financial condition of Borrowers, have been
prepared in accordance with GAAP consistently applied (except for changes in
application in which such accountants concur) and that the examination of such
financial statements by such accountants has been made in accordance with
generally accepted auditing standards, and accordingly included such tests of
the accounting records and such other auditing procedures as were considered
necessary in the circumstances.  In addition, Borrowers shall provide
to Agent unaudited consolidating financial statements for any Borrower as Agent
may reasonably request to support the consolidated financial statements required
to be provided in this subsection.

      
         

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      (b)          Monthly
Statements—As soon as practicable after the end of each calendar month of
Borrowers, and in any event no later than 30 days thereafter, duplicate copies
of:

       

      (i)           a
balance sheet of UE Consolidated Group on a consolidated basis as at the end of
such calendar month,

       

      (ii)      
   a statement of income of UE Consolidated Group on a
consolidated basis for such calendar month,

       

      (iii)         a
statement of changes in cash flows of UE Consolidated Group on a consolidated
basis during such calendar month,

       

      (iv)      
  a statement of material changes of accounting policies,
presentations or principles during such calendar month,

       

      (v)        
 a statement of all sales of new Membership Interests in each
Club,

       

      (vi)        
a listing of all additions to Property since the last monthly
report,

       

      (vii)       
a statement of any litigation or legal action pending or, to Borrowers’
knowledge, threatened against any member of the UE Consolidated Group since the
last monthly report, and

       

      (viii)       such
other requests, statements, operation audits or other information as Agent or
any Lender may reasonably  request from time to time.

       

      Each of
the above shall have been internally prepared in reasonable detail and in
accordance with GAAP consistently applied (other than the preparation of notes
to such financial statements), subject to changes resulting from year-end
adjustments, and shall set forth in each case in comparative form the figures
for the corresponding periods in the immediately preceding fiscal year, and
shall be certified as complete and correct by an officer of each
Borrower.

       

      In the
event that the aforesaid monthly financial statements are not in form and
content satisfactory to Agent, in its sole discretion, Borrowers shall, within
30 days of the receipt of Agent’s written request therefor, deliver to Agent and
each Lender revised copies of the aforesaid financial statements addressing the
issues with such financial statements identified by Agent.  The
aforesaid revised financial statements shall be in form and content satisfactory
to Agent.

       

      (B)          Borrowers
shall submit to Agent the following:

       

      (a)          Notice of Default
or Event of Default—Promptly upon becoming aware of the existence of any
condition or event which constitutes a Default or an Event of Default, a written
notice specifying the nature and period of existence thereof and what action
Borrowers are taking or propose to take with respect thereto.

      
         

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      (b)          Notice of Claimed
Default— Promptly upon becoming aware that the holder of any obligation
or of any evidence of Indebtedness or other security of any Borrower has given
notice or taken any other action with respect to a claimed default or event of
default thereunder, a written notice specifying the notice given or action taken
by such holder and the nature of the claimed default or event of default and
what action Borrowers, as applicable, is taking or proposes to take with respect
thereto.

       

      (c)          Material Adverse
Developments— Promptly upon becoming aware of any development or other
information which could reasonably be expected to have a Material Adverse
Effect, telephonic, telefax or telegraphic notice specifying the nature of such
development or information and the anticipated effect.

       

      (d)          Club Membership
Plans— As promptly as possible, any material modification, amendment or
change to any of the Club Membership Plans or the Rules and
Regulations.

       

      (e)          Membership Trust—
Promptly upon receipt, copies of all notices received by any Borrower or
Guarantor in accordance with or otherwise relating to the Membership
Trust.

       

      (f)           Financial
Information—As promptly as possible after the receipt thereof, all
financial statements, budgets and other material information distributed by any
Owner’s Association.

       

      (g)          Review
Meeting—If requested by Agent, senior management of Holdings shall be
available in person or via teleconference on a quarterly basis for a review
meeting regarding the status of the Clubs.

       

      (h)          Requested
Information—With reasonable promptness, such other data, reports and
information as from time to time may be reasonably requested by Agent or any
Lender.

       

      (i)           Non-compliance—Notwithstanding
any other provision of any Loan Document, in the event any financial statement
or report (other than any financial statement or report produced or delivered by
a third party) due by Borrowers under this Article 7 are not
received by Agent within ten (10) days after the same are due, Borrowers shall
pay Agent a fee equal to $250 per day until such statements or reports are
delivered to Agent.

       

      7.15        Officer’s
Certificate.  The financial
statements delivered to Agent and Lenders pursuant to Section 7.14(A)(a)
and Section 7.14(A)(b)
of this Agreement shall be accompanied by a certificate of Borrowers setting
forth:

       

      (a)          Covenant
Compliance—the information required in order to establish whether each
Borrower was in compliance with all covenants contained in Section 7 of
this Agreement during the period covered by the financial statements or reports
then being furnished; and

      
         

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      (b)          Event of
Default—a statement that the signer has reviewed the relevant terms of
this Agreement (and all other agreements and exhibits between the parties) and
has made, or caused to be made, under his supervision, a review of the
transactions and conditions of each Borrower from the beginning of the period
covered by the financial statements or reports being delivered therewith to the
date of the certificate and that such review has not disclosed the existence
during such period of any condition or event which constitutes a Default or
Event of Default or, if any such condition or event existed or exists or will
exist, specifying the nature and period of existence thereof and what action
Borrowers have taken or propose to take with respect thereto.

       

      7.16         Inspection.  Each Borrower and
Guarantor (other than Individual Guarantors) shall permit Agent or its
representatives to make such inspections, audits and or appraisals of its books,
accounts, records, orders, original correspondence and such other papers as it
may desire and of its premises, all or any portion of the Property and the other
Collateral, from time to time, upon reasonable advance notice to Borrowers and
Guarantors, as applicable, and provided that such inspection or audit does not
unreasonably interfere with the operation of Borrowers’ or Guarantors’
business.  Notwithstanding the foregoing, each Borrower shall deliver
to Agent an appraisal of any Unit following a material condemnation, taking, or
material casualty to any Unit.  Each Borrower and Guarantor (other
than Individual Guarantors) shall supply copies of such records and papers as
Agent may reasonably request, and shall permit Agent to discuss each Borrower’s
affairs, finances and accounts with each Borrower’s and Guarantor’s managers,
officers, employees and independent public accountants (and by this provision
each Borrower and Guarantor hereby authorizes said accountants to discuss with
Agent the finances and affairs of each Borrower and Guarantor), all at
reasonable times and as often as may be requested by Agent in its sole
discretion.  Each Borrower and Guarantor (other than Individual
Guarantors) further agrees to supply Agent with such other reasonable
information relating to each Borrower and Guarantor (other than Individual
Guarantors) and the Collateral as Agent may request in its sole
discretion.  With respect to any inspections, appraisals and/or audits
referred to in this Section 7.16,
Borrowers shall pay for all out-of-pocket costs and expenses incurred by Agent
(including, without limitation, travel expenses, but excluding salaries of
employees of Agent) and shall promptly reimburse Agent therefor upon receipt by
any Borrower of a written demand therefor from Agent; provided, however, that if
no Default or Event of Default exists, (i) any audits of Borrowers’ books,
accounts or records in excess of one audit per calendar year shall be at Agent’s
sole expense unless such audit reveals any material discrepancy in the
information previously required to be supplied to Agent pursuant to this
Agreement, and (ii) any appraisals or audits of any Property in excess of
one appraisal or audit per calendar year shall be at Agent’s sole
expense.

       

      7.17         Memberships.  The
Clubs shall sell Membership Interests in full compliance with all Applicable
Laws.

       

      7.18         Assessments.  Each
Borrower agrees to promptly fund any and all assessments levied against any
Borrower, any Unit or any other Property in accordance with an applicable
Declaration or applicable Owner’s Association, unless the same is being
contested in good faith and, unless otherwise agreed to by Agent, the
Declaration expressly provides that any Owner’s Association’s Liens are
subordinate to Agent’s Liens, provided, that any Borrower may contest any such
assessments that are less than $25,000.

      
         

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      7.19         Deposit
Accounts.  Borrowers
shall (i) promptly, and in any event within five (5) Business Days after any
Borrower or Guarantor (other than Individual Guarantors) establishes any Deposit
Account, securities account, money market account or any similar account on and
with respect to which Agent does not have a perfected, first priority Lien,
notify Agent of such, and thereafter (ii) deliver to Agent, within ten (10)
Business Days, documentation to perfect Agent’s Lien thereon and provide Agent
control of, in each case in form and substance acceptable to Agent in its sole
discretion.

       

      7.20         Debt
Coverage. At
all times, either (y) Borrowers, on a consolidated basis, shall have a Cash
Balance of not less than Six Months Debt Service, or (z) the UE Consolidated
Group shall maintain a Debt Service Coverage Ratio of 1.25 to 1.00, provided, that if the
Borrowers are in compliance with the foregoing covenant solely as a result of
satisfaction of the formula set forth in subsection (y) above, the Cash Balance
shall at all times be on deposit in a segregated account at a financial
institution and subject to a deposit account control agreement in favor of Agent
in form and substance acceptable to Agent in its sole discretion.

       

      7.21         Leverage
Ratio.  The
UE Consolidated Group, on a consolidated basis, shall at all times maintain a
Leverage Ratio of not more than 3.50 to 1.00.

       

      7.22         Deposits.  Each
Club will at all times reflect each remaining Deposit balance (as defined in the
applicable Club Membership Plan) as a long term liability of such Club on the
Books and Records of such Club, subject to the terms of the applicable Club
Membership Plan and Member Assurance Program.

       

      7.23         Inventory
Balance Ratio.  Borrowers
and Guarantors (including Club Entities) shall remain in compliance (after
giving effect to all applicable cure periods in effect on the Closing Date or
otherwise consented to in writing by Agent) at all times with applicable
requirements of numbers of properties to Members or “equivalent members”, as set
forth in the applicable Club Membership Plans without giving effect to any
amendments thereto not expressly approved in writing by Agent prior to such
amendment.

       

      7.24        Club
Membership Plans.  Borrowers
shall maintain compliance with the terms of the Club Membership Plans stating
(i) that Members shall have no ownership rights or interests in or to any
Property and (ii) no Person that becomes a Member after the Closing Date shall
be permitted to resign from the Clubs prior to the expiration of an eighteen
month period commencing on such Member’s admission to the applicable Club; provided, however, that Borrowers may
make limited exceptions to (ii) above up to ten (10) times per calendar
year without Agent’s prior written consent following written notice thereof to
Agent.  Borrowers shall not amend, alter or modify any Club Membership
Plan in any material respect without Agent’s prior written consent, which may be
granted or not granted in Agent’s Permitted Discretion.

      
         

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      7.25        Triggering
Event. Unless
otherwise agreed to by Agent in its sole discretion, if any Borrower, Guarantor
or any of their Affiliates receives a letter, notification, court order, or
other written correspondence from state, federal or local government or any of
their respective agencies, divisions, departments, or other governing bodies
(including without limitation, any developer or declarant pursuant to a
Declaration or any property owners or homeowners association (each, together
with their successors and assigns, being an “Association”)), (a)
requesting that any Borrower cease its current or intended Club use of a
Property, with which such Borrower is legally required to comply, (b) evidencing
the issuance of any stay order, cease and desist order or similar judicial or
non-judicial sanction limiting, or otherwise affecting, Borrowers’ use of the
Property or the applicability of any Applicable Law to the ownership or the use
of the Property by the applicable Club or Members, (c) naming any Borrower in
any proceedings, pending or threatened against or affecting any Borrower, any
Affiliate or limiting or otherwise affecting the use of the Property by the
applicable Club or Members in any court or before any governmental authority or
arbitration board or tribunal, or (d) in which Agent or any Lender is also
named (each event being a “Triggering Event”),
then Borrowers shall promptly provide Agent with a copy of the notice or
documents relating to the proceeding and, (i) with respect to any
Triggering Event set forth in subsections (a), (b) or (c) above, which is not
resolved, to the satisfaction of Agent on or before the expiration of the period
set forth in this clause (i), Borrowers shall, within one hundred and twenty
(120) Business Days, either (x) pay to Agent the Repayment Amount with
respect to such affected Property (such Property being known herein as a “Non-Compliant
Property”), or (y) complete a Property Substitution whereby an
Additional Property replaces such Non-Compliant Property in accordance with the
terms and conditions of Section 3.15
hereof, or (ii) with respect to any Triggering Event set forth in
subsection (d) above, which is not resolved, to the satisfaction of Agent on or
before the expiration of the period set forth in this clause (ii), Borrowers
shall, within forty-five (45) Business Days, either (x) pay to Agent the
Repayment Amount with respect to such Non-Compliant Property, or
(y) complete a Property Substitution whereby an Additional Property
replaces such Non-Compliant Property in accordance with the terms and conditions
of Section 3.15
hereof.  Upon repayment or substitution as provided in this
subsection, Agent agrees to release its security interest in such Non-Compliant
Property and to promptly execute and deliver to Borrowers all releases, forms,
agreements, filings and other items necessary to evidence such
release.  Upon payment of any Repayment Amount to Agent under this
section or upon any Property Substitution under this section, the applicable
Borrower may request that Agent re-assign the Mortgage and Security Documents to
such Borrower (if severable from the Loan otherwise) as related to such released
property (in lieu of release of the same from any Mortgage and Security
Documents); provided that any such assignment shall be without recourse and
without representation or warranty of any kind.

       

      7.26         Net
Income (Loss).  For
the period beginning January 1, 2009, and ending December 31, 2009, the UE
Consolidated Group’s Net Income (Loss) shall not exceed
($10,000,000).  For the period beginning January 1, 2010, and ending
December 31, 2010, the UE Consolidated Group’s Net Income (Loss) shall not
exceed ($5,000,000). For the period beginning January 1, 2011, and ending on
December 31, 2011, and for each annual period beginning January 1 and ending
December 31 thereafter, the UE Consolidated Group shall have Net Income (Loss)
of not less than $1.00.

      
         

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      7.27        Special
Purpose Entity.  Except
as set forth herein or as contemplated by any of the Loan Documents, Borrowers
have not, and shall not:

       

      (a)           engage
in any business or activity other than the ownership or lease (as the case may
be), operation and maintenance of the Property, and activities incidental
thereto;

       

      (b)          acquire
or own any material assets other than the Property, the Furnishings, and other
incidental personal property as may be necessary for the operation of the
Property;

       

      (c)          except
as otherwise permitted hereunder and except for the Related Transactions
consummated currently with the Closing hereunder, merge into or consolidate with
any Person or dissolve, terminate or liquidate in whole or in part, transfer or
otherwise dispose of all or substantially all of its assets or change its legal
structure, without in each case Agent’s consent;

       

      (d)          fail
to preserve its existence as an entity duly organized, validly existing and in
good standing (if applicable) under the laws of the jurisdiction of its
organization or formation, and qualification to do business in the state or
other jurisdiction where its Property is located, if applicable, or without the
prior written consent of Agent, amend, modify, terminate or fail to comply with
the provisions of its partnership agreement, certificate of limited partnership,
bylaws, articles of incorporation, operating agreement, articles of
organization, or other similar organizational documents, as the case may be,
except to the extent that any Borrower has sold or disposed of all of its
applicable Property as permitted in this Agreement;

       

      (e)          own
any Subsidiary or make any investment in, any Person without the consent of
Agent;

       

      (f)           commingle
its assets with the assets of any of its members, general partners,
shareholders, Affiliates, principals or of any other Person;

       

      (g)          incur
any debt, secured or unsecured, direct or contingent (including guaranteeing any
obligation), other than the Loan, except for (i) Permitted Debt, (ii) trade
payables incurred in the ordinary course of its business and (iii) financing to
fund property which Agent has elected not to finance under the terms
hereof;

       

      (h)          become
insolvent or fail to pay its debts and liabilities from its assets as the same
shall become due;

       

      (i)           fail
to maintain its records, books of account and bank accounts separate and apart
from those of the members, partners, shareholders, principals and Affiliates of
such Borrower and any other Person;

       

      (j)           except
for the Intercompany Leases, enter into any contract or agreement with any
member, general partner, shareholder, principal or Affiliate of Borrower, or any
Guarantor, or any member, general partner, shareholder, principal or Affiliate
of any of the foregoing;

      
         

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      (k)          seek
the dissolution or winding up in whole, or in part, of any Borrower except to
the extent that any Borrower has sold or disposed of all of its applicable
Property as permitted in this Agreement;

       

      (l)           fail
to correct any known misunderstandings regarding the separate identity of
Borrower;

       

      (m)         hold
itself out to be responsible for the debts of another Person;

       

      (n)          make
any loans or advances to any third party, including any member, general partner,
shareholder, principal or Affiliate of Borrower, or any member, general partner,
shareholder, principal or Affiliate of any of the foregoing;

       

      (o)          fail
to file its own tax returns;

       

      (p)          fail
either to hold itself out to the public as a legal entity separate and distinct
from any other Person or to conduct its business solely in its own name in order
not (i) to mislead others as to the identity with which such other party is
transacting business, or (ii) to suggest that Borrower is responsible for
the debts of any third party (including any member, general partner,
shareholder, principal or Affiliate of Borrower, or any member, general partner,
shareholder, principal or Affiliate of any of the foregoing);

       

      (q)          fail
to intend to maintain adequate capital for the normal obligations reasonably
foreseeable in a business of its size and character and in light of its
contemplated business operations;

       

      (r)           share
any common logo with or hold itself out as or be considered as a department or
division of (i) any general partner, shareholder, principal, member or
Affiliate of Borrower, (ii) any Affiliate of a general partner,
shareholder, principal or member of Borrower, or (iii) any other
Person;

       

      (s)          without
the unanimous written consent of its directors, managers or managing members, or
general partners, as the case may be, and the consent of any independent
director or independent manager required herein, file or consent to the filing
of any petition, either voluntary or involuntary, to take advantage of any
applicable insolvency, bankruptcy, liquidation or reorganization statute, or
make an assignment for the benefit of creditors; or

       

      (t)           except
for Holdings, fail at any time to have a member that has a majority of
independent directors (manager) that are not and have not been for at least five
(5) years a director, manager, officer, employee, trade creditor, supplier or
shareholder (or spouse, parent, sibling or child of the foregoing) of (or a
Person who directly or indirectly controls) (i) any Borrower, (ii) any
general partner, shareholder, principal, member or affiliate of any Borrower, or
(iii) any affiliate of any general partner, shareholder, principal or
member of any Borrower.

       

      Borrowers
shall further comply with, any other customary rating agency (including S&P
and Moody’s) requirements for a single purpose entity as Agent may require from
time to time by notice to Borrowers.

      
         

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      7.28         Debt
Ratio. The UE
Consolidated Group’s Debt Ratio shall not exceed 80%.

      


      7.29         Observation
Rights. Until
such time as the Obligations have been paid in full, Agent shall be allowed to
observe all board meetings of any Borrower or Guarantor.

      


      7.30         Intentionally
Omitted.

       

      7.31         Foreign
Property.  At
no time shall Properties located outside of the continental United States or the
State of Hawaii serving as Collateral for the Loan comprise greater than 50% of
all Properties serving as collateral for the Loan.

       

      7.32         Updated
Appraisals.  At
any time when requested by Agent in its sole discretion, the Agent shall receive
a new independent third party appraisal and updated broker price opinions (each
in form and substance satisfactory to Agent in its sole discretion), all of
which shall be addressed to Agent, in regard to any Property then remaining as
part of the Collateral, which may be used to recalculate the Borrowing Base from
time to time.  Notwithstanding anything to the contrary in Section
7.16 or anywhere else in this Agreement, unless an Event of Default shall have
occurred, Borrowers shall pay the cost for no more than one appraisal and broker
price opinion per Property per calendar year delivered to Agent in accordance
with the terms of this Agreement.

       

      7.33         Clubs.  No
Club shall exist at any time other than the Clubs set forth on Schedule 1 attached
hereto.

       

      7.34 
       PE Resigning Members.  Borrowers
shall exercise best efforts to cause Private Escapes at all times to comply with
all of its obligations and duties under the Contribution Agreement, including
without limitation, its obligations under Section 3.5 of the Contribution
Agreement.

       

      
        	
                8.

              	
                EVENTS
      OF DEFAULT

              


      

       

      8.1          Default.  Each Borrower
hereby covenants, agrees and acknowledges that an Event of Default shall exist
under this Agreement if any of the following events or conditions (each, an
“Event of
Default”) shall occur and be continuing:

       

      (a)           Payments—(i)
failure to make any payment of interest on the Loan on or before the fifth day
following the due date thereof; (ii) failure to make any payment of principal of
the Loan on or before the due date thereof; or (iii) failure to make any
other payment required pursuant to the terms of this Agreement, the Notes or any
other Loan Document within five (5) calendar days after the due date thereof;
or

       

      (b)          Warranties or
Representations—any warranty, representation
or other statement made or furnished to Agent and/or Lenders by or on behalf of
any Borrower in this Agreement or any other Loan Document proves to have been
false or misleading in any material respect when made or furnished;
or

      
         

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      (c)          Other
Covenants—the
failure by any Borrower to comply with any covenant relating to such Person
contained in this Agreement or any other Loan Document for twenty (20) days
following the occurrence of such failure (other than Sections 7.2 (b), (e), (g),
(h), (j), (l) or (m), or Sections 7.4, 7.5, 7.7, 7.11, 7.14, 7.19, 7.20, 7.24, 7.25, 7.26 7.27, 7.28 and 7.31 hereof, for
which there shall be no cure period); or

       

      (d)          Material Adverse
Change—any event
shall occur which has or could reasonably be expected to have a Material Adverse
Effect; or

       

      (e)          Insolvency—(i) a receiver, liquidator,
custodian or trustee of any Borrower or any Company Affiliate of any Borrower,
any Club, or of all or any of their Property, shall be appointed by court order
and such order remains in effect for more than 60 days; or an order for relief
shall be entered with respect to any Borrower, or any Club, or any Borrower or
any Company Affiliate of any Borrower, or any Club shall be adjudicated a
bankrupt or insolvent; or any of the Property of any Borrower or any Company
Affiliate of any Borrower, or any Club shall be sequestered by court order and
such order remains in effect for more than 60 days; or a petition shall be filed
against any Borrower, or any Club, under any bankruptcy, reorganization,
arrangement, insolvency, readjustment of debt, dissolution or liquidation law of
any jurisdiction, whether now or hereafter in effect, and shall not be dismissed
within 60 days after such filing; or (ii) any Borrower or any Company
Affiliate of any Borrower or any Club shall file a petition in voluntary
bankruptcy or seeking relief under any provision of any bankruptcy,
reorganization, arrangement, insolvency, readjustment of debt, dissolution or
liquidation law of any jurisdiction, whether now or hereafter in effect, or
shall consent to the filing of any petition against it under any such law; or
(iii) any Borrower or any Company Affiliate of any Borrower or
any  Club shall make an assignment for the benefit of its creditors,
or shall admit in writing its inability, or shall fail, to pay its debts
generally as they become due, or shall consent to the appointment of a receiver,
liquidator or trustee of any Borrower or any Company Affiliate of any Borrower,
any Club, or of all or any part of their Property; or

       

      (f)           Judgment—final judgment or judgments,
not subject to an appeal being diligently pursued by any applicable Borrower or
any Company Affiliate of any Borrower, for the payment of money, the aggregate
of which exceeds $500,000, shall be outstanding against any Borrower or any
Affiliate of any Borrower and any of such judgments shall have been outstanding
for more than 30 days, or 60 days with respect to any foreign jurisdiction, from
the date of its entry and shall not have been discharged in full, bonded against
or stayed; or

       

      (g)          Default in Lender
Agreements—any
default (after giving effect to the expiration of any applicable grace periods)
under, and as defined in, any other agreement, now existing or hereafter entered
into, between any Borrower, Agent and/or any Lender or any affiliate of Agent or
any Lender, including, without limitation, any Loan Document; or

       

      (h)          Default by
Borrowers in Other Agreements—any default by any Borrower
or any Company Affiliate of any Borrower in the payment of Indebtedness for
borrowed money in excess of $500,000 in the aggregate; or any other default
under such Indebtedness in excess of $500,000 in the aggregate which accelerates
or permits the acceleration (after the giving of notice or passage of time, or
both) of the maturity of such indebtedness, if such default has not been waived
by the holder of such Indebtedness; or

      
         

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      (i)           Suspension of
Sales—the
issuance of any stay order, cease and desist order or similar judicial or
non-judicial sanction, or other occurrence of any event limiting or otherwise
affecting the sale of Membership Interests or acceptance of applications of new
Members in the Clubs, as determined by Agent in its sole discretion, and any
such order, sanction or event shall have been outstanding for more than 30 days,
or 60 days with respect to any foreign jurisdiction, and shall not have been
discharged in full or stayed by appeal, bond or otherwise; or

       

      (j)           Change in
Management—a Change in Management shall have occurred without Agent’s
prior written consent using its sole discretion; or

       

      (k)           Grant of
Easement, Etc.—without the prior written consent of Agent, any Borrower
grants any easement or dedication, files any plat, declaration or restriction,
or otherwise encumbers any Property (other than Permitted Exceptions), or seeks
or permits any zoning reclassification or variance, unless such does not
materially affect the usefulness or value of the applicable Property;
or

       

      (l)           Abandonment—any
Borrower abandons any or all of the Property; or

       

      (m)         Liquidation,
Etc.—the liquidation, termination, dissolution, merger, or consolidation
(or in the case of an individual, the death or legal incapacity) of any
Borrower, any Club or any Person obligated to pay any part of the Obligations,
except that Holdings may cause the dissolution and liquidation of any other
Borrower upon the sale of all assets owned by such Borrower sold in accordance
with this Agreement following written notice thereof to Agent; or

       

      (n)          Termination—any
Club or Club Membership Plan is terminated or liquidated for any reason, or any
action is taken by any Borrower seeking a termination or dissolution of any of
the Clubs; or

       

      (o)          Membership
Assurance Program Repayment— Any Club, Holdings, Club Entity or any other
Borrower, as applicable, fails to repay to any Member or any PE Resigning Member
any pro-rated Deposit due under the Membership Assurance Program within the time
periods and in accordance with the procedures set forth in the Membership Trust,
the Rules and Regulations, the Contribution Agreement or in any applicable
document, unless such Member or Members or PE Resigning Member or PE Resigning
Members otherwise consent(s); or

       

      (p)          Liens—(i)
any of the Loan Documents ceases to be in full force and effect (other than in
accordance with its terms), or (ii) any Lien created thereunder ceases to
constitute a valid first priority perfected Lien on the Collateral in accordance
with the terms thereof, or Agent ceases to have a valid perfected (with respect
to (x) all property, items and assets for which perfection can be obtained by
possession, control, filing a financing statement and/or other filings, and (y)
all other property, items and assets for which perfection can not be so
obtained, only to the extent Agent has or does in the future request perfection
when perfection can be so obtained) first priority
security interest in any of the Collateral or any securities pledged to Agent
pursuant to the Loan Documents; or

      
         

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      (q)          Damages—uninsured
(which for purposes of this provision exclude any costs or expenses for self
insurance and deductibles) damage to, or loss, theft or destruction of, any
portion of the Collateral occurs that exceeds $500,000 individually or
$1,000,000 in the aggregate; or

       

      (r)           Levy—the
issuance of any process for levy, attachment or garnishment or execution upon or
prior to any judgment against any of the Borrowers or any of their Subsidiaries
or any of its or their material property or assets or against any of the
Collateral, seeking an amount greater than $250,000, in each case which is/are
not satisfied, stayed, vacated, dismissed or discharged within thirty (30)
calendar days (or sixty (60) days with respect to any foreign jurisdiction) of
being issued or executed; or.

       

      8.2          Default
Remedies.

       

      (a)           Acceleration of
Obligations; Right To Dispose of Collateral.  If an Event of
Default under Section 8.1(e)
of this Agreement shall occur, then the Obligations shall, automatically and
without notice or demand by Agent, become at once due and payable, and Borrowers
will forthwith pay to Agent, for the benefit of itself and Lenders, any and all
sums and charges otherwise due in respect of the Obligations, including, the
entire principal of and interest accrued on the Loan (calculated as of the date
of such acceleration).  If any other Event of Default shall occur,
Agent may (or at the request of Requisite Lenders, shall), without notice or
demand by Agent, declare all or any of the Obligations at once due and payable,
and Borrowers will forthwith pay all sums and charges otherwise due in respect
of the Obligations including the entire principal of and interest accrued on the
Loan (calculated as of the date of such acceleration).  Agent and
Lenders shall have all the rights and remedies of a secured party under the
Maryland or other applicable Uniform Commercial Code, all the rights and
remedies under the Security Documents, and all other legal and equitable rights
to which they may be entitled.  Agent shall also have the right to
require each Borrower to assemble the personal property Collateral, at
Borrowers’ expense, and make it available to Agent at a place to be designated
by Agent, which is reasonably convenient to both parties, and Agent shall have
the right to take immediate possession of the Collateral and may enter any of
the premises of any Borrower or wherever the Collateral shall be located, in
accordance with Applicable Law, and to keep and store the same on said premises
until sold (and if said premises be the Property of any Borrower, each Borrower
agrees not to charge Agent nor any Lender for storage thereof for a period of at
least ninety (90) days after sale or disposition of such
Collateral).  Each Borrower, Agent and Lenders agree that ten (10)
Business Days’ notice to any Borrower of any public or private sale or other
disposition of Collateral shall be reasonable notice thereof and such sale shall
be at such location(s) as Agent shall designate in said notice.  Agent
shall have the right to bid at any such sale on its own behalf or on behalf of
the Lenders.

       

      In view
of the fact that federal and state securities laws may impose certain
restrictions on the methods by which a sale of Collateral, if comprised of
securities, may be effected after an Event of Default, each Borrower agrees
that, upon the occurrence and continuance or existence of an Event of Default,
Agent may (and at the request of Requisite Lenders, shall), from time to time,
attempt to sell all or any part of such Collateral by means of a private
placement restricting the bidding and prospective purchasers to those who will
represent and agree that they are purchasing for investment only and not for, or
with a view to, distribution.  In so doing, and without limiting any
other means of private placement, Agent may (and at the request of Requisite
Lenders, shall) solicit offers to buy such Collateral, or any part of it for
cash, from a limited number of investors deemed by Agent, in its reasonable
judgment, to be responsible parties who might be interested in purchasing the
Collateral, and if Agent solicits such offers from not less than four such
investors (and otherwise acts in good faith), then the acceptance by Agent of
the highest offer obtained therefrom shall be deemed to be a commercially
reasonable method of disposition of such Collateral.  Agent shall be
solely responsible for compliance with all applicable securities laws in
connection with any disposition of Collateral pursuant to this
paragraph.

      
         

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      (b)           Application of
Collateral; Termination of Agreements.  Upon the occurrence of
any Event of Default, Agent may (and at the request of Requisite Lenders,
shall), at any time, appropriate and apply (as provided below) to any
Obligations any and all Collateral in its possession and any and all balances,
credits, deposits, accounts, reserves, indebtedness or other monies due or owing
to Borrowers held by Agent hereunder or under any other financing agreement or
otherwise, whether accrued or not.

       

      (c)           Application of
Proceeds.  The proceeds of any exercise of rights with respect
to Collateral or any part thereof shall be paid to and applied as
follows:

       

      First, to the payment
of

       

      (i)           all
out-of-pocket costs and charges actually incurred by Agent or the Lenders in
connection therewith, including, without limitation, (1) reasonable attorneys’
fees for advice, counsel or other legal services, (2) costs and expenses
incurred as a result of pursuing, reclaiming, seeking to reclaim, taking,
keeping, removing, storing, advertising for sale, selling and foreclosing on the
Collateral and any and all other charges and expenses in connection therewith,
and (3) any costs and expenses (including, without limitation, costs and
expenses in the management and operation of all or any portion of the Property)
provided for in the Mortgage or any other Security Document,

       

      (ii)         all
taxes, assessments or Liens superior to the Lien of this Agreement or the other
Security Documents, except any taxes, assessments or other superior Liens
subject to which any sale of Collateral may have been made, and

       

      (iii)        all
other fees, costs and expenses as set forth in Section 10.2 of
this Agreement;

       

      Second, to the payment of
outstanding amount of any Protective Advances,

       

      Third, towards the payment of
accrued and unpaid interest then due and payable, if any, at the Default Rate in
respect of the Loan,

       

      Fourth, towards the payment
of all other accrued and unpaid interest, if any, then due and payable in
respect of the Loan,

      
         

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      Fifth, to the payment of the
principal amount of the Loan, and

       

      Sixth, to all other
Obligations, and

       

      Seventh, to the payment of
the surplus, if any, to Borrowers, their successors and assigns, or to
whomsoever may be lawfully entitled to receive the same, provided that if any
Obligations shall not have been paid in full, any such surplus shall continue to
be held as Collateral hereunder and shall continue to be subject to the terms
and conditions hereof until such Obligations shall have been paid in full and
such surplus may be used by Agent or any Lender to pay any such Obligations
which from time to time become due and payable.

       

      Borrowers
shall remain liable hereunder for payment of any deficiency owing on the
Obligations after application of such proceeds.

       

      To the
extent that any amount allocated to any of the payment categories set forth
above is insufficient to fully satisfy all of the Obligations referred to in
said category, such amount shall be allocated ratably to each of such
Obligations in accordance with the ratio that the amount of such Obligation
bears to the aggregate amount of such Obligations referred to in such
category.

       

      (d)          Remedies
Cumulative.  All covenants, conditions, provisions, warranties,
guaranties, indemnities and other undertakings of each Borrower contained in
this Agreement, or in any document referred to herein or contained in any
agreement supplementary hereto or in any schedule given to Agent or contained in
any other agreement between Agent, any Lender and each Borrower, heretofore,
concurrently or hereafter entered into, including, without limitation, the
Security Documents, shall be deemed cumulative to and not in derogation or
substitution of any of the terms, covenants, conditions or agreements of each
Borrower herein contained.  The failure or delay of Agent to exercise
or enforce any rights, Liens, powers or remedies hereunder or under any of the
aforesaid agreements or other documents or security or Collateral shall not
operate as a waiver of such Liens, rights, powers and remedies, but all such
Liens, rights, powers and remedies shall continue in full force and effect until
the Loan and all other Obligations shall have been fully
satisfied.  All Liens, rights, powers and remedies herein provided for
are cumulative and none are exclusive.

       

      The
acceptance by Agent at any time and from time to time of partial payments of the
Obligations shall not be deemed to be a waiver of any Event of Default then
existing.  No waiver by Agent nor any Lender of any Event of Default
shall be deemed to be a waiver of any other or subsequent Event of
Default.  No delay or omission by Agent or any Lender in exercising
any right or remedy hereunder or under any of the Security Documents shall
impair such right or remedy or be construed as a waiver thereof or an
acquiescence therein, nor shall any single or partial exercise of any such right
or remedy preclude other or further exercise thereof, or the exercise of any
other right or remedy hereunder or under any of the Security Documents or
otherwise.

      
         

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      Notwithstanding
anything to the contrary in this Agreement, Borrowers shall not be deemed to
have waived Agent’s or Lenders’ duty to mitigate damages required by applicable
laws.

       

      
        	
                9.

              	
                REVIVAL
      OF OBLIGATIONS AND LIENS

              


      

       

      Borrowers
expressly agree that if any Borrower makes a payment to Agent or any Lender,
which payment or any part thereof is subsequently invalidated, declared to be
fraudulent or preferential, or otherwise required to be repaid to a trustee,
receiver or any other party under any bankruptcy act, state or federal law,
common law or equitable cause, then to the extent of such repayment, the
Obligations or any part thereof intended to be satisfied and the Liens provided
for hereunder securing the same shall, if not already released of record, be
revived and continued in full force and effect as if said payment had not been
made.

       

      
        	
                10.

              	
                MISCELLANEOUS

              


      

       

      10.1        Governing
Law.  This Agreement
and all transactions, assignments and transfers hereunder, and all the rights of
the parties hereto shall be governed as to the validity, construction,
enforcement and in all other respects by the internal laws of the State of
Maryland including the choice of law rules thereof.  To the extent any
provision of this Agreement is not enforceable under Applicable Law, such
provision shall be deemed null and void and shall have no effect on the
remaining portions of this Agreement.

       

      10.2        Expenses
and Closing Fees.  Whether or not
the transactions contemplated hereunder are completed, Borrowers shall pay all
expenses of Agent and each Lender relating to negotiating, preparing,
documenting, closing, servicing and enforcing this Agreement and relating to the
making by Agent and/or Lenders of any advances hereunder to Borrowers (the
“Loan Costs”),
including, but not limited to:

       

      (a)           the
cost of reproducing this Agreement, the Notes, and the other Security
Documents;

       

      (b)           the
fees and disbursements of Agent’s and each Lender’s internal and external
counsel;

       

      (c)           wire
transfer fees and fees and expenses relating to capital analytics (subject to
Section 7.16
hereof) or any other underwriter hired by Agent;

       

      (d)           Agent’s
and each Lender’s expenses, including, without limitation, Agent’s and Lenders’
expenses in connection with any audits in respect of Borrowers and/or the
Collateral conducted by Agent and Lenders prior to the date hereof (but
excluding salaries of employees of Agent and Lenders);

       

      (e)           all
fees and expenses (including fees and expenses of Agent’s and Lender’s internal
and external counsel) relating to any amendments, waivers, consents or review of
documents in connection with any subsequent closings or advances pursuant to the
provisions of this Agreement;

      
         

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      (f)           all
costs, outlays, reasonable internal and external attorneys’ fees and expenses of
every kind and character had or incurred in (i) the enforcement of any of
the provisions of, or rights and remedies under, this Agreement, any assignment
agreement, or any other Security Document and (ii) the preparation for,
negotiations regarding, consultations concerning, or the defense of legal
proceedings involving, any claim or claims made or threatened against Agent and
any Lender arising out of this transaction or the protection of the Collateral
securing the Obligations, expressly including, without limitation, the defense
by Agent and any Lender of any legal proceedings instituted or threatened by any
Person to seek to recover or set aside any payment or setoff theretofore
received or applied by Agent or any Lender with respect to the Obligations;
and

       

      (g)          all
taxes levied against or paid by Agent and any Lender (other than taxes on, or
measured by, the income or profits of Agent and Lenders) and all filing and
recording fees, costs and expenses which may be incurred by Agent and/or Lenders
with respect to the filing or recording of any document or instrument relating
to the transactions described in this Agreement.

       

      10.3        Parties,
Successors and Assigns.

       

      (a)           
Each Lender may at any time assign all or a portion of its rights and delegate
all or a portion of its obligations under this Agreement and the other Loan
Documents (including all its rights and obligations with respect to the Loan) to
one or more Persons (a “Transferee”); provided, that such assignment
shall be in an amount equal to the lesser of (i)  at least $1,000,000 and
(ii) the remaining unpaid Obligations owing to such Lender by the
Borrowers.  The Transferee and such assigning Lender shall execute and
deliver to Agent for acceptance and recording in the Register, a Lender Addition
Agreement, which shall be in form and substance reasonably acceptable to Agent
in its sole discretion.  Upon such execution, delivery, acceptance and
recording, from and after the effective date determined pursuant to such Lender
Addition Agreement, (A) the Transferee thereunder shall be a party hereto and,
to the extent provided in such Lender Addition Agreement, have the same rights,
benefits and obligations as it would if it were a Lender hereunder, (B) the
assigning Lender shall be relieved of its obligations hereunder with respect to
its Commitment or assigned portion thereof, as the case may be, to the extent
that such obligations shall have been expressly assumed by the Transferee
pursuant to such Lender Addition Agreement (and, in the case of a Lender
Addition Agreement covering all or the remaining portion of an assigning
Lender’s rights and obligations under this Agreement, such assigning Lender
shall cease to be a party hereto but, with respect to matters occurring before
such assignment, shall nevertheless continue to be entitled to the benefits of
Sections 10.2
and 10.13).  Borrowers
hereby acknowledge and agree that any assignment will give rise to a direct
obligation of Borrowers to the Transferee and that the Transferee shall be
considered to be a “Lender” hereunder.  Borrowers may not sell, assign
or transfer any interest in this Agreement, any of the other Loan Documents, or
any of the Obligations, or any portion thereof, including Borrowers’ rights,
title, interests, remedies, powers, and duties hereunder or
thereunder.

      
         

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      (b)           Each
Lender may at any time sell participations in all or any part of its rights and
obligations under this Agreement and the other Loan Documents (including all its
rights and obligations with respect to the Loans) to one or more Persons (each,
a “Participant”).  In
the event of any such sale by a Lender of a participation to a Participant, (i)
such Lender’s obligations under this Agreement to the other parties to this
Agreement shall remain unchanged, (ii) such Lender shall remain solely
responsible for the performance thereof, (iii) such Lender shall remain the
holder of any such Loan (and any Note evidencing such Loan) for all purposes
under this Agreement and the other Loan Documents, and (iv) Borrowers and Agent
shall continue to deal solely and directly with such Lender in connection with
such Lender’s rights and obligations under this Agreement and the other Loan
Documents.  Any agreement pursuant to which any Lender shall sell any
such participation shall provide that such Lender shall retain the sole right
and responsibility to exercise such Lender’s rights and enforce each of
Borrowers’ obligations hereunder, including the right to consent to any
amendment, supplement, modification or waiver of any provision of this Agreement
or any of the other Loan Documents; provided, that such participation agreement
may provide that such Lender will not agree, without the consent of the
Participant, to any amendment, supplement, modification or waiver
of:  (A) any reduction in the principal amount, interest rate or fees
payable with respect to any Loan in which such holder participates; (B) any
extension of the Maturity Date or the date fixed for any payment of principal,
interest or fees payable with respect to any Loan in which such holder
participates; and (C) any release of all or substantially all of the Collateral
(other than in accordance with the terms of this Agreement or the Loan
Documents).  Borrowers hereby acknowledge and agree that the
Participant under each participation shall, solely for the purposes of Sections 10.16, 10.2 and 10.13 of this
Agreement be considered to be a “Lender” hereunder.  Any such sales of
participations, in all or any payment of a Lender’s rights and obligations under
this Agreement and the other Loan Documents (including all of its rights and
obligations with respect to the Loans) shall be at such Lender’s sole cost and
expense and at no cost to Borrowers.

       

      (c)           Agent,
on behalf of Borrowers, shall maintain at its address referred to in Schedule 14 a copy of
each Lender Addition Agreement delivered to it and the Register for the
recordation of the names and addresses of the Lenders and the Commitment of, and
the principal amount of the Loans owing to, and the Notes evidencing such Loans
owned by, each Lender from time to time, and such other information therein
recorded by Agent in accordance with its standard business
practice.  Notwithstanding anything in this Agreement to the contrary,
Borrowers, Agent and Lenders shall treat each Person whose name is recorded in
the Register as the owner of the Loans, the Notes and the Commitment recorded
therein for all purposes of this Agreement.  The Register shall be
available for inspection or copying by the Borrowers or any Lender at any
reasonable time and from time to time upon reasonable prior notice.

       

      (d)           Notwithstanding
anything in this Agreement to the contrary, no assignment under Section 10.3(a) of
any rights or obligations under or in respect of the Loan or the Notes
evidencing the Loan shall be effective unless and until Agent shall have
recorded the assignment pursuant to Section
10.3(c).  Upon its receipt of a Lender Addition Agreement
executed by an assigning Lender and a Transferee, Agent shall (i) promptly
accept such Lender Addition Agreement and (ii) on the effective date determined
pursuant thereto record the information contained therein in the Register and
give prompt notice of such acceptance and recordation to the Lenders and
Borrowers.  On or prior to such effective date, the assigning Lender
shall surrender to Agent any outstanding Notes held by it all or a portion of
which are being assigned, and Borrowers, at their own expense, shall, upon the
request of Agent by the assigning Lender or the Transferee, as applicable,
execute and deliver to Agent, within five (5) Business Days of any request, new
replacement Notes in substantially the same form as Exhibit E to
this Agreement to reflect the interest held by the assigning Lender and its
Transferee, and upon receipt of same, at the request of Borrower, Agent shall
surrender such outstanding Notes to Borrowers.

      
         

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    (e) 
        Except as otherwise provided in
this Section 10.3 no
Lender shall, as between Borrowers and that Lender, be relieved of any of its
obligations hereunder as a result of any sale, assignment, transfer or
negotiation of, or granting of participation in, all or any part of the Loans or
other Obligations owed to such Lender.  Each Lender may furnish any
information concerning Borrowers in the possession of that Lender from time to
time to assignees and participants (including prospective assignees and
participants), subject to confidentiality requirements hereunder.

     

    (f)   
       Notwithstanding any other provision
set forth in this Agreement, any Lender may at any time create a security
interest in all or any portion of its rights under this Agreement, including,
without limitation, the Loans owing to it and the Notes held by it and the other
Loan Documents and Collateral and such creation of a security interest shall not
constitute an assignment and shall not be subject to the requirements of Section 10.3(a)
above.

     

    (g)    
     Borrowers agree to use commercially reasonable
efforts to assist any Lender in assigning or selling participations in all or
any part of any Loans made by such Lender to another Person identified by such
Lender.

     

    (h)     
    Notwithstanding anything in the Loan Documents to the
contrary, (i) CapitalSource, each Lender and their respective Affiliates
shall not be required to execute and deliver a Lender Addition Agreement in
connection with any transaction involving their respective Affiliates or
lenders, (ii) no lender to or funding or financing source of CapitalSource, each
Lender or their respective Affiliates shall be considered a Transferee and (iii)
there shall be no limitation or restriction on CapitalSource’s or any Lender’s
ability to assign or otherwise transfer any Loan Document to any such Affiliate
or lender or funding or financing source; provided, however, CapitalSource or
such Lender, as applicable, shall continue to be liable as a “Lender” under the
Loan Documents unless such Affiliate or lender or funding or financing source
executes a Lender Addition Agreement and thereby becomes a
“Lender.”

     

    (i)         
  The Loan Documents shall inure to the benefit of each Lender, Agent,
Transferees, Participants (to the extent expressly provided therein only) and
all future holders of the Notes, the Obligations and/or any of the Collateral,
and each of their respective successors and assigns.  Each Loan
Document shall be binding upon the Persons that are parties thereto and their
respective successors and assigns, and no such Person may assign, delegate or
transfer any Loan Document or any of its rights or obligations thereunder except
as otherwise provided in this Agreement and the other Loan
Documents.  No rights are intended to be created under any Loan
Document for the benefit of any third party donee, creditor or incidental
beneficiary of any Borrower.  Nothing contained in any Loan Document
shall be construed as a delegation to Agent or any Lender of any other Person’s
duty of performance.  EACH BORROWER ACKNOWLEDGES AND AGREES THAT AGENT
OR ANY LENDER AT ANY TIME AND FROM TIME TO TIME MAY (I) DIVIDE AND REISSUE
(WITHOUT SUBSTANTIVE CHANGES OTHER THAN THOSE RESULTING FROM SUCH DIVISION) THE
NOTES, AND/OR (II) SELL, ASSIGN OR GRANT PARTICIPATING INTERESTS IN OR TRANSFER
ALL OR ANY PART OF ITS RIGHTS OR OBLIGATIONS UNDER ANY LOAN DOCUMENT, NOTE, THE
OBLIGATIONS AND/OR THE COLLATERAL TO OTHER PERSONS, IN EACH CASE ON THE TERMS
AND CONDITIONS PROVIDED HEREIN.  Each Transferee and Participant shall
have all of the rights and benefits with respect to the Obligations, Notes,
Collateral and/or Loan Documents held by it as fully as if the original holder
thereof, provided that, notwithstanding anything to the contrary in any Loan
Document, no Borrower shall be obligated to pay under this Agreement to any
Transferee or Participant any sum in excess of the sum which it would have been
obligated to pay to Lenders had such assignment or participation not been
effected.  Notwithstanding any other provision of any Loan Document,
Agent and Lenders may disclose to any Transferee or Participant all information,
reports, financial statements, certificates and documents obtained under any
provision of any Loan Document; provided, that Transferees and Participants
shall be subject to the confidentiality provisions contained herein that are
applicable to Agent and Lenders.

     

    
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    10.4      
Notices.  All notices or
demands by any party relating to this Agreement shall, except as otherwise
provided herein, be in writing and sent by certified or registered United States
mail, first class postage prepaid and return receipt requested, or by a
nationally recognized overnight courier service with all delivery fees prepaid
or by telecopy.  Notices shall be deemed received (a) on the 6th
succeeding Business Day following deposit in the United States mail, certified
or registered and first class postage prepaid and return receipt requested,
(b) upon delivery if sent by nationally recognized overnight courier with
all delivery fees prepaid or (c) upon receipt if sent via
facsimile.  Notices and demands shall be addressed, if to Borrowers,
at the mailing address set forth on Schedule 13 to
this Agreement or to such other address as Borrowers may from time to time
specify in writing or, if to Agent or any Lender, at the mailing address of
Agent or such Lender set forth on Schedule 14
hereto or to such other address as Agent or such Lender may from time to time
specify in writing to Borrowers.

     

    10.5      
Total Agreement.  This Agreement,
including the Exhibits, the Schedules and the other agreements referred to
herein, is the entire agreement between the parties hereto relating to the
subject matter hereof, incorporates or rescinds all prior agreements and
understandings between the parties hereto relating to the subject matter hereof,
and may not be changed or terminated orally or by course of
conduct.  Any promises, representations, warranties or guarantees not
herein contained and hereinafter made shall have no force and effect unless in
writing signed by Borrowers, Agent and Lenders or Requisite Lenders, as
appropriate.  Except as set forth in and subject to Section 10.17, no
provision of any Loan Document may be changed, modified, amended, restated,
waived, supplemented, discharged, canceled or terminated orally or by any course
of dealing or in any other manner other than by an agreement in writing signed
by Borrowers, Agent and Requisite Lenders; provided, that no
consent or agreement by Borrowers shall be required to amend, modify, change,
restate, waive, supplement, discharge, cancel or terminate any provision of
Article 11 so
long as no additional duties are required to be assumed by Borrowers and none of
Borrowers’ existing duties or obligations are materially
changed.  Each party hereto acknowledges that it has been advised by
counsel in connection with the negotiation and execution of the Loan Documents
and is not relying upon oral representations or statements inconsistent with the
terms and provisions hereof.   The schedules attached hereto may
be amended or supplemented by Borrowers upon delivery to Agent of such
amendments or supplements and, except as expressly provided otherwise in this
Agreement, the written approval thereof by Agent.  The failure or
delay of Agent to exercise or enforce any rights, Liens, powers, remedies,
conditions or other terms hereunder or under any other agreement or instrument
executed in connection herewith shall not operate as a waiver of any such
rights, Liens, powers, remedies, conditions or other terms.

     

    
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    10.6   
   Survival.  All warranties,
representations and covenants made by Borrowers herein or in any certificate or
other instrument delivered by them or on their behalf under this Agreement shall
be considered to have been relied upon by Agent and Lenders and shall survive
the delivery to Agent and Lenders of any Notes regardless of any investigation
made by Agent or any Lender or on their behalf.  All statements in any
such certificate or other instrument shall constitute warranties and
representations by Borrowers hereunder.

     

    10.7    
  Litigation.  EACH
OF BORROWERS, AGENT AND LENDERS HEREBY WAIVES TRIAL BY JURY IN ANY ACTION OR
PROCEEDING OF ANY KIND OR NATURE IN ANY COURT IN WHICH AN ACTION MAY BE
COMMENCED ARISING OUT OF THIS AGREEMENT, THE NOTES, ANY OTHER SECURITY DOCUMENT,
THE COLLATERAL OR ANY ASSIGNMENT THEREOF OR BY REASON OF ANY OTHER CAUSE OR
DISPUTE WHATSOEVER BETWEEN BORROWERS, AGENT AND LENDERS OF ANY KIND OR
NATURE.

     

    BORROWERS,
AGENT AND LENDERS HEREBY AGREE THAT THE FOLLOWING COURTS:

     

    STATE
COURT:  CIRCUIT COURT FOR MONTGOMERY COUNTY, MARYLAND;

     

    FEDERAL
COURT:  UNITED STATES DISTRICT COURT FOR THE DISTRICT OF MARYLAND,
GREENBELT DIVISION,

     

    OR,
(TO THE EXTENT PERMITTED BY APPLICABLE LAW) AT THE OPTION OF AGENT, ANY OTHER
COURT LOCATED IN THE STATE WHERE THE PROPERTY IS LOCATED IN WHICH IT SHALL
INITIATE LEGAL OR EQUITABLE PROCEEDINGS AND WHICH SHALL HAVE SUBJECT MATTER
JURISDICTION OVER THE MATTER IN CONTROVERSY, SHALL HAVE NONEXCLUSIVE
JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR DISPUTES BETWEEN BORROWERS,
AGENT AND LENDERS, PERTAINING DIRECTLY OR INDIRECTLY TO THIS AGREEMENT OR TO ANY
MATTER ARISING HERE FROM.  BORROWERS, AGENT AND LENDERS EXPRESSLY
SUBMIT AND CONSENT IN ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR PROCEEDING
COMMENCED IN ANY SUCH COURT.

     

    THE
STIPULATIONS OF BORROWERS, AGENT AND LENDERS IN THIS SECTION 10.7
SHALL SURVIVE THE FINAL PAYMENT OF ALL OF THE OBLIGATIONS OF BORROWERS AND THE
RESULTING TERMINATION OF THIS AGREEMENT.

     

    
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    10.8    
  Power of Attorney; Substitution.  Each Borrower
hereby makes, constitutes and appoints Agent the true and lawful agent and
attorney-in-fact of each Borrower, with full power of substitution,
(a) during the existence of any Event of Default, to open all such mail and
remove therefrom any notes, checks, acceptances, drafts, money orders or other
instruments constituting Collateral, with full power to endorse the name of each
Borrower upon any such notes, checks, acceptances, drafts, money orders,
instruments or other documents, and to effect the deposit and collection
thereof, and Agent shall have the further right and power to endorse the name of
each Borrower on any documents relating to the Collateral; and (b) to do
any and all things necessary or take action in the name and on behalf of each
Borrower to carry out the intent of this Agreement, including, without
limitation, the grant of the security interest provided herein and to perfect
and protect the security interest granted to Agent with respect to the
Collateral and Agent’s rights created under this Agreement, and, during the
existence of any Default or Event of Default, to endorse any checks or other
instruments of payment in respect of any payment, performance or other surety
bond made payable to any Borrower or to any Borrower and Agent
jointly.

     

    Each
Borrower agrees that neither Agent nor any of its agents, designees or
attorneys-in-fact will be liable for any acts of commission or omission, or for
any error of judgment or mistake of fact or law with respect to the exercise of
the power of attorney or substitution granted under this Section 10.8
except for its own gross negligence or willful misconduct.  The power
of attorney and substitution granted under this Section 10.8 is
coupled with an interest and shall be irrevocable during the term of this
Agreement.

     

    10.9    
  Survival of Indemnities.  All indemnities
set forth in this Agreement shall survive the execution and delivery of this
Agreement and the execution and delivery of any Notes as well as the payment in
full of the Obligations and the otherwise full performance of this
Agreement.

     

    10.10  
  Conflicting Obligations; Rights and Remedies.  To the extent
that the terms of any of the Security Documents contain conflicting obligations,
the terms set forth in this Agreement shall be deemed to be the controlling
terms, provided that
all rights and remedies of Agent and Lenders under the Security Documents are
cumulative and in addition to every other right or remedy, and no right or
remedy is intended to be exclusive of any other right or remedy.

     

    10.11  
  Duplicate Originals, Execution in Counterpart.  Two or more
duplicate originals of this Agreement may be signed by the parties hereto, each
of which shall be an original but all of which together shall constitute one and
the same instrument.  This Agreement may be executed in one or more
counterparts and shall be effective when at least one counterpart shall have
been executed by each party hereto, and each set of counterparts which,
collectively, show execution by each party hereto shall constitute one duplicate
original.

     

    10.12   
 No Joint Venture.  The relationship
of Borrowers and Agent and Lenders in this Agreement is one of a debtor and a
creditor.  It is the intention of the parties hereto that this
Agreement not be construed to establish or create a partnership or joint venture
between Borrowers and Agent and Lenders.

     

    
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Restated Loan and Security Agreement

    

     

    
      
        
        

      

      
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    10.13  
  Indemnity.


    (a)           Notwithstanding
and without limiting any other provisions of this Agreement or the other
Security Documents, each Borrower, jointly and severally, shall indemnify Agent
and each Lender and its affiliates and their respective managers, members,
officers, employees, affiliates, agents, representatives, successors, assigns,
accountants and attorneys (collectively, the “Indemnified Persons”)
from and against any and all liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses and disbursements of any
kind or nature whatsoever (including, without limitation, reasonable fees and
disbursements of counsel and in-house documentation and diligence fees and legal
expenses) which may be imposed on, incurred by or asserted against any
Indemnified Person with respect to or arising out of any willful
misrepresentation made hereunder, any acts of fraud by any Borrower, any
Affiliate of any Borrower or any party acting on their behalf, misappropriation
of funds by any Borrower, any Affiliate of any Borrower or any party acting on
their behalf, theft by any Borrower, any Affiliate of any Borrower or any party
acting on their behalf, disposition of the Collateral by any Borrower, any
Affiliate of any Borrower or any party acting on their behalf, any unauthorized
Change in Management, or in any litigation, proceeding or investigation
instituted or conducted by any Person with respect to any aspect of, or any
transaction contemplated by or referred to in, or any matter related to, any
Security Document or any agreement, document or transaction contemplated
thereby, whether or not such Indemnified Person is a party thereto, except to
the extent that any of the foregoing arises out of the gross negligence or
willful misconduct of any Indemnified Person.  Agent and each Lender
agree to give Borrowers reasonable notice of any event of which Agent or any
Lender becomes aware for which indemnification may be required under this Section 10.13, and
Agent may elect (but is not obligated) to direct the defense thereof; provided, that the
selection of counsel shall be subject to Borrowers’ consent, which consent shall
not be unreasonably withheld or delayed.  Any Indemnified Person may,
in its reasonable discretion, take such actions as it deems necessary and
appropriate to investigate, defend or settle any event or take other remedial or
corrective actions with respect thereto as may be necessary for the protection
of such Indemnified Person or the Collateral.

     

    (b)           Each
Borrower, jointly and severally, agrees to indemnify, defend and hold Agent and
each Lender free and harmless from and against any and all losses, damages,
costs and expenses that Agent and any Lender may suffer as a result of claims
made or suits brought by any broker, finder, agent, sales person or similar
individual or entity (a “Broker”) who shall
claim to have introduced any Borrower to this transaction or who shall claim
that he or it negotiated or had discussions with Agent or any Lender with
Borrowers’ authority with respect to this transaction.  Neither Agent
nor any Lender is not obligated to pay and has not entered into any agreement to
pay any brokerage fee to any Broker with respect to the transactions
contemplated by this Agreement.  Agent and each Lender represent and
warrant to Borrowers that neither Agent nor any Lender has engaged any real
estate broker, finder, agent, sales person, employee or any other individual
and/or entity related to this transaction that is entitled to a commission,
finder’s fee or remuneration of any kind.

     

    
      Consolidated Amended and
Restated Loan and Security Agreement

       

    

    
      
         


      

      
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    10.14    
Release.  Notwithstanding
any other provision of this Agreement or any Security Document, Borrowers
voluntarily, knowingly, unconditionally and irrevocably, with specific and
express intent, for and on behalf of itself and its Affiliates and its and their
respective heirs, managers, members, directors, officers, employees,
shareholders, Affiliates, agents, representatives, accountants, attorneys,
successors and assigns and their respective Affiliates (collectively, the “Releasing Parties”),
hereby do fully and completely release and forever discharge the Indemnified
Parties and any other Person, business or insurer which may be responsible or
liable for the acts or omissions of any of the Indemnified Parties, or who may
be liable for the injury or damage resulting therefrom (collectively, with the
Indemnified Parties, the “Released Parties”),
of and from any and all actions, causes of action, damages, claims, obligations,
liabilities, costs, expenses and demands of any kind whatsoever, at law or in
equity or otherwise, whether matured or unmatured, vested or contingent, whether
or not resulting from acts or conduct of any or all of them, that the Releasing
Parties or any of them have against the Released Parties or any of them (whether
directly or indirectly) as of the Closing Date that do not involve fraud or
misrepresentation on the part of Agent or any Lender, are known to the Releasing
Parties as of the Closing Date (or with the exercise of reasonable diligence
should have been known to the Releasing Parties as of the Closing Date), and
that arise from events occurring prior to the Closing Date.  Each
Borrower acknowledges that the foregoing release is a material inducement to
Agent’s or any Lender’s decision to extend to Borrowers the financial
accommodations hereunder and under the Loan Documents and has been relied upon
by Agent and each Lender in agreeing to make the Loan.

     

    10.15    
Custodian.  Agent shall have
the right, at its option and at Agent’s expense, to engage the services of a
custodian acceptable to Agent for storage of the originals of this Agreement and
all other Loan Documents, and all other documents, instruments, due diligence
materials and other information in Agent’s possession related to the
transactions contemplated in this Agreement.

     

    10.16     Confidentiality
and Publicity

     

    (a)           Borrowers
agree, and agree to cause each of its Affiliates, (i) not to transmit or
disclose provision of any Loan Document to any Person (other than to Borrowers’
advisors and officers on a need-to-know basis) without Agent’s prior written
consent, (ii) to inform all Persons of the confidential nature of the Loan
Documents and to direct them not to disclose the same to any other Person and to
require each of them to be bound by these provisions. Borrowers agree to submit
to Agent and Agent reserves the right to review and approve all materials that
Borrowers or any of its Affiliates prepare that contain Agent’s name or describe
or refer to any Loan Document, any of the terms thereof or any of the
transactions contemplated thereby. Borrowers shall not, and shall not permit any
of its Affiliates to, use Agent’s name (or the name of any of Agent’s
Affiliates) in connection with any of its business operations, including without
limitation, advertising, marketing or press releases or such other similar
purposes, without Agent’s prior written consent. Nothing contained in any Loan
Document is intended to permit or authorize Borrowers or any of its Affiliates
to contract on behalf of Agent.

     

    (b)           Borrowers
hereby agree that Agent or any Affiliate of Agent may (i) disclose a
general description of transactions arising under the Loan Documents for
advertising, marketing or other similar purposes and (ii) after obtaining
Borrowers’ consent, which consent shall not be unreasonably withheld or delayed,
use Borrowers’ names, logo or other indicia germane to such party in connection
with such advertising, marketing or other similar purposes.

     

    
      Consolidated Amended and
Restated Loan and Security Agreement


    

    
      
         


      

      
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    (c)           Agent
and each Lender agree to hold in confidence all information, memoranda, or
extracts furnished to Agent by Borrowers hereunder or in connection with the
negotiation hereof and following the Closing Date; provided that Agent may
disclose such information (i) to its respective Affiliates, accountants or
counsel, (ii) to any regulatory agency having the authority to examine
Agent or such Lender, (iii) as required by any legal or governmental
process or otherwise by law (iv) to any transferee of all or any portion of
the Obligations, any proposed transferee of all or any portion of the
Obligations permitted hereunder or any rating agency, and (v) to the extent
that such information shall be publicly available or shall have been known to
Agent independently of any disclosure by the Borrowers hereunder or in
connection herewith.

     

    10.17     
Amendment and Waivers.

     

    (a)           Except
as otherwise provided herein, no amendment, modification, termination, or waiver
of any provision of this Agreement or any Loan Document, or consent to any
departure by Borrowers therefrom, shall in any event be effective unless the
same shall be in writing and signed by Requisite Lenders, Agent and Borrowers;
provided, that
no amendment, modification, termination, or waiver shall, unless in writing and
signed by each Lender directly affected thereby, do any of the following:
(i) increase the Commitment of any individual Lender (which action shall be
deemed to directly affect all Lenders); (ii) reduce the principal of, rate
of interest on or fees payable with respect to the Loan; (iii) extend the
scheduled due date, or reduce the amount due on any scheduled due date, of any
installment of principal, interest, or fees payable with respect to the Loan, or
waive, forgive, extend, defer or postpone the payment thereof, (except for any
extension of the Maturity Date at the election of the Borrower permitted
hereunder); (iv) change the percentage of the Commitments, of the aggregate
unpaid principal amount of the Loan, or of Lenders which shall be required for
Lenders or any of them to take any action hereunder (which action shall be
deemed to directly affect all Lenders) or alter, as between or among the
Lenders, the amount payable to each hereunder; (v) amend, modify or waive
this Section
10.17 or the definitions of the terms used in this Section 10.17
insofar as the definitions affect the substance of this Section 10.17 (which
action shall be deemed to directly affect all Lenders); (vi) consent to the
assignment or other transfer by Borrowers or any other party (other than Agent
or any Lender) to any Loan Documents of any of their rights and obligations
under any Loan Document; and, provided, further, that no
amendment, modification, termination or waiver affecting the rights or duties of
Agent under any Loan Document shall in any event be effective, unless in writing
and signed by Agent, in addition to Lenders required herein above to take such
action.

     

    (b)           Each
amendment, modification, termination or waiver shall be effective only in the
specific instance and for the specific purpose for which it was
given.  No amendment, modification, termination or waiver shall be
required for Agent, for the benefit of itself and the benefit of Lenders, to
take additional Collateral pursuant to any Loan Document.

     

    (c)           Any
amendment, modification, termination, waiver or consent effected in accordance
with this Section 10.17
shall be binding upon Agent, each Lender and Borrowers.

     

    
      Consolidated Amended and
Restated Loan and Security Agreement

    

     

    
      
         


      

      
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    10.18     Consents.  Any party who
shall, or who shall be requested to, grant his or its consent or approval in
connection with or under this Agreement or the Loan or any of the Loan Documents
shall not unreasonably withhold, condition or delay such consent or approval,
unless this Agreement expressly provides that a party may grant or withhold his
or its consent in its sole discretion.

     

    10.19     
Appointment of Servicer.

     

    (a)           Agent
may from time to time, at no cost or expenses to Borrower, enter into a
servicing agreement (a “Loan Servicing
Agreement”) with an Affiliate of Agent (a “Loan Servicer”) to
service and enforce the Loan Documents and collect the Obligations on Agent’s
behalf.  Pursuant to the Loan Servicing Agreement, Agent may authorize
the Loan Servicer to take certain actions, perform certain duties and exercise
certain powers on Agent’s behalf under the provisions of the Loan Documents and
any other instruments and agreements referred to in this Agreement, all of to
which Borrowers hereby consent.

     

    (b)           The
Loan Servicer shall have no duties or responsibilities to Borrowers, but only to
Agent and then only as expressly set forth in the Loan Servicing
Agreement.  Without limiting the generality of the foregoing, the Loan
Servicer shall have no obligation to make any loans or advances to
Borrowers.  Neither the Loan Servicer nor any of its officers,
directors, employees or agents shall be liable for any action taken or omitted
by them under this Agreement or in connection herewith, unless caused by its or
their willful misconduct.  The Loan Servicer’s duties shall be
mechanical and administrative in nature; nothing in this Agreement, express or
implied, is intended to or shall be so construed as to impose upon the Loan
Servicer any obligations with respect to the Loan Documents except as expressly
set forth herein.  None of the Borrowers nor any other Person shall in
any way be construed to be a third party beneficiary of any relationship between
the Loan Servicer and Agent.

     

    (c)           The
Loan Servicer shall be entitled to rely, and shall be fully protected in
relying, upon any communication whether written or oral believed by it to be
genuine and correct and to have been signed, sent or made by the proper Person,
and, with respect to all legal matters pertaining to this Agreement and its
duties hereunder, upon advice of counsel selected by it.

     

    (d)           Borrowers
shall be entitled to rely upon any communication whether written or oral sent or
made by the Loan Servicer for and on behalf of Agent with respect to all matters
pertaining to the Loan Documents and Borrowers’ duties and obligations
hereunder, unless and until Borrowers receive written notice from Agent that the
Loan Servicer is no longer servicing the Loans.

     

    (e)           The
Loan Servicing Agreement may be terminated at any time without prior notice to
or consent of Borrowers, and Agent will notify Borrowers within a reasonable
period of time thereafter of such termination.  Upon termination of
the Loan Servicing Agreement and failure to replace the Loan Servicing Agreement
with a new servicing agreement, all references herein to the Loan Servicer shall
thereafter mean and refer to Agent.

     

    10.20     Characterization
of Certain Payments as Interest.  The
parties intend that all fees
payable from time to time to Agent under this Agreement and the other Loan
Documents (other than any principal payments, third party reimbursements,
administrative costs and expenses and indemnification payments) shall constitute
“interest” paid with respect to the Obligations.

     

    
      Consolidated Amended and
Restated Loan and Security Agreement

    

     

    
      
        
        

      

      
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    10.21     Joint
and Several Liability

     

    (a)           Each
Borrower acknowledges that it is jointly and severally liable for all of the
Obligations under the Loan Documents.  Each Borrower expressly
understands, agrees and acknowledges that (i) Borrowers are all Affiliated
entities by common ownership, (ii) each Borrower desires to have the
availability of one common credit facility instead of separate credit
facilities, (iii) each Borrower has requested that Lenders extend such a common
credit facility on the terms herein provided, (iv) Lenders will be lending
against, and relying on a Lien upon, all of Borrowers’ assets even though the
proceeds of any particular Loan made hereunder may not be advanced directly to a
particular Borrower, (v) each Borrower will nonetheless benefit by the making of
all such Loans by each Lender and the availability of a single credit facility
of a size greater than each could independently warrant, (vi) all of the
representations, warranties, covenants, obligations, conditions, agreements and
other terms contained in the Loan Documents shall be applicable to and shall be
binding upon each Borrower and (vii) each Borrower has executed or will execute
the Notes as a co-maker of the Notes and that it would not be able to obtain the
credit provided by Lenders hereunder without the financial support provided by
the other Borrowers.

     

    (b)           Each
Borrower hereby jointly and severally guarantees the prompt payment and
performance in full of all Obligations.  Such guarantee constitutes a
guarantee of payment and not of collection.  Each Borrower’s
obligations under this Agreement shall, to the fullest extent permitted by law,
be unconditional irrespective of (i) the validity or enforceability, avoidance
or subordination of the Obligations of any other Borrower or of any promissory
note or other document evidencing all or any part of the Obligations of any
other Borrower, (ii) the absence of any attempt to collect the Obligations from
any other Borrower, or any other security therefor, or the absence of any other
action to enforce the same, (iii) the waiver, consent, extension, forbearance or
granting of any indulgence by Agent and/or any Lender with respect to any
provision of any instrument evidencing the Obligations of any other Borrower or
any part thereof, or any other agreement now or hereafter executed by any other
Borrower and delivered to Agent and/or any Lender, (iv) the failure by Agent
and/or any Lender to take any steps to perfect and maintain its security
interest in, or to preserve its rights to, any security or collateral for the
Obligations of any other Borrower, (v) Agent’s and/or any Lender’s election, in
any proceeding instituted under the Bankruptcy Code, of the application of
Section 1111(b)(2) of the Bankruptcy Code, (vi) any borrowing or grant of a
security interest by any other Borrower, as debtor-in-possession under Section
364 of the Bankruptcy Code, (vii) the disallowance of all or any portion of
Agent’s and/or any Lender’s claim(s) for the repayment of the Obligations of any
other Borrower under Section 502 of the Bankruptcy Code or (viii) any other
circumstances which might constitute a legal or equitable discharge or defense
of a guarantor or of any other Borrower (other than actual indefeasible payment
in full in cash).  With respect to any Borrower’s Obligations arising
as a result of the joint and several liability of each Borrower hereunder with
respect to Loans or other extensions of credit made to any of the other
Borrowers hereunder, such Borrower hereby forever waives any right to enforce
any right of subrogation or any remedy which Agent and/or any Lender now has or
may hereafter have against any other Borrower, or any endorser of all or any
part of the Obligations, and any benefit of, and any right to participate in,
any security or collateral given to Agent and/or any Lender to secure payment of
the Obligations or any other liability of any Borrower to Agent and/or any
Lender.  During the existence of any Event of Default, Agent may
proceed directly and at once, without notice, against any Borrower to collect
and recover the full amount, or any portion of the Obligations, without first
proceeding against any other Borrower or any other Person, or against any
security or collateral for the Obligations.  Each Borrower consents
and agrees that Agent shall be under no obligation to marshal any assets in
favor of any Borrower or against or in payment of any or all of the
Obligations.

     

    
      Consolidated Amended and
Restated Loan and Security Agreement

    

     

    
      
         


      

      
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    (c)           Each
Borrower is obligated to repay the Obligations as a joint and several obligor
under this Agreement and the other Loan Documents.  To the extent that
any Borrower shall, under this Agreement as a joint and several obligor, repay
any of the Obligations constituting Loans made to another Borrower hereunder or
other Obligations incurred directly and primarily by any other Borrower (an
“Accommodation
Payment”), then the Borrower making such Accommodation Payment shall be
entitled to contribution and indemnification from, and be reimbursed by, each of
the other Borrowers in an amount, for each of such other Borrowers, equal to a
fraction of such Accommodation Payment, the numerator of which fraction is such
other Borrower’s Allocable Amount and the denominator of which is the sum of the
Allocable Amounts of all of the Borrowers.  As of any date of
determination, the “Allocable Amount” of each Borrower shall be equal to the
maximum amount of liability for Accommodation Payments which could be asserted
against such Borrower hereunder without (i) rendering such Borrower “insolvent”
within the meaning of Section 101 (31) of the Bankruptcy Code, Section 2 of the
Uniform Fraudulent Transfer Act (“UFTA”) or Section 2
of the Uniform Fraudulent Conveyance Act (“UFCA”), (ii) leaving
such Borrower with unreasonably small capital or assets, within the meaning of
Section 548 of the Bankruptcy Code, Section 4 of the UFTA or Section 5 of the
UFCA, or (iii) leaving such Borrower unable to pay its debts as they become due
within the meaning of Section 548 of the Bankruptcy Code, Section 4 of the UFTA
or Section 5 of the UFCA.  All rights and claims of contribution,
indemnification, and reimbursement under this Section 10.21 shall
be subordinate in right of payment to the prior indefeasible payment in full in
cash of the Obligations.  The provisions of this Section 10.21 shall,
to the extent inconsistent with any provision in any Loan Document, supersede
such inconsistent provision.

     

    (d)           If
(i) any court holds that Borrowers are guarantors and not jointly and severally
liable as principal obligors or (ii) bankruptcy or reorganization proceedings at
any time are instituted by or against any Borrower under any Debtor Relief Law,
then each Borrower hereby: (A) expressly and irrevocably waives, to the fullest
extent possible, except as otherwise provided in Section 10.21(c), on
behalf of such Borrower, any and all rights at law or in equity to subrogation,
reimbursement, exoneration, contribution, indemnification, set off or any other
rights that could accrue to a surety against a principal, to a guarantor against
a maker or obligor, to an accommodation party against the party accommodated, to
a holder or transferee against a maker, or to the holder of a claim against any
Person, and which such Borrower may have or hereafter acquire against any Person
in connection with or as a result of such Borrower’s execution, delivery and/or
performance of this Agreement, or any other documents to which such Borrower is
a party or otherwise; (B) expressly and irrevocably waives any “claim” (as such
term is defined in the Bankruptcy Code) of any kind against any other Borrower,
and further agrees that it shall not have or assert any such rights against any
Person (including any surety), either directly or as an attempted set off to any
action commenced against such Borrower by Agent or a Lender or any other Person;
and (C) acknowledges and agrees (I) that this waiver is intended to benefit
Agent and Lenders and shall not limit or otherwise affect such Borrower’s
liability hereunder or the enforceability of this Agreement, and (II) that Agent
and Lenders and their successors and assigns are intended beneficiaries of this
waiver, and the agreements set forth in this Section 10.21 and
their rights under this Section 10.21 shall
survive payment in full of the Obligations.

     

    
      Consolidated Amended and
Restated Loan and Security Agreement

    

     

    
      
         


      

      
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    (e)           EACH
BORROWER WAIVES THE FILING OF A CLAIM WITH A COURT IN THE EVENT OF RECEIVERSHIP
OR BANKRUPTCY OF ANY BORROWER, AND WAIVES EVERY DEFENSE, CAUSE OF ACTION,
COUNTERCLAIM OR SETOFF WHICH ANY BORROWER MAY NOW HAVE OR HEREAFTER MAY HAVE TO
ANY ACTION BY AGENT OR ANY LENDER IN ENFORCING THIS AGREEMENT, INCLUDING,
WITHOUT LIMITATION, EVERY DEFENSE, COUNTERCLAIM OR SETOFF WHICH SUCH BORROWER
MAY NOW HAVE, OR HEREAFTER MAY HAVE, AGAINST ANOTHER BORROWER OR ANY OTHER PARTY
LIABLE TO AGENT OR ANY LENDER IN ANY MANNER.  AS FURTHER SECURITY, ANY
AND ALL DEBTS AND LIABILITIES NOW OR HEREAFTER ARISING AND OWING TO ANY BORROWER
BY ANY OTHER BORROWER, OR TO ANY OTHER PARTY LIABLE TO AGENT OR ANY LENDER, ARE
HEREBY SUBORDINATED TO AGENT’S AND ANY SUCH LENDER’S CLAIMS AND UPON THE
OCCURRENCE OF AN EVENT OF DEFAULT ARE ASSIGNED TO AGENT FOR THE BENEFIT OF
LENDERS.  EACH BORROWER RATIFIES AND CONFIRMS WHATEVER AGENT OR A
LENDER MAY DO PURSUANT TO THE TERMS HEREOF, AND AGREES THAT NEITHER AGENT NOR
ANY LENDER SHALL BE LIABLE FOR ANY ERROR IN JUDGMENT OR MISTAKES OF FACT OR
LAW.  EACH BORROWER HEREBY AGREES THAT IT MAY BE JOINED AS A PARTY
DEFENDANT IN ANY LEGAL PROCEEDING (INCLUDING, BUT NOT LIMITED TO, A FORECLOSURE
PROCEEDING) INSTITUTED BY AGENT OR ANY LENDER AGAINST ANY OTHER
BORROWER.

     

    (f)           Should
a claim be made upon Agent or any Lender at any time for repayment of any amount
received by Agent or any Lender in payment of the Obligations, or any part
thereof, whether received from any Borrower or received by Agent or any Lender
as the proceeds of Collateral, by reason of:  (1) any judgment, decree
or order of any court or administrative body having jurisdiction over Agent or
any Lender or any of their property, or (2) any settlement or compromise of any
such claim effected by Agent or any Lender, in its sole discretion, with the
claimant (including a Borrower), each Borrower shall remain liable to Agent or
any such Lender for the amount so repaid to the same extent as if such amount
had never originally been received by Agent or any such Lender, notwithstanding
any termination hereof or the cancellation of any note or other instrument
evidencing any of the Obligations.

     

    
      Consolidated Amended and
Restated Loan and Security Agreement

    

     

    
      
         


      

      
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    (g)           To
the extent that any payment to, or realization by, any Lender or Agent on the
Obligations exceeds the limitations of this Section 10.21 and is
otherwise subject to avoidance and recovery in any such proceeding, the amount
subject to avoidance shall in all events be limited to the amount by which such
actual payment or realization exceeds such limitation, and this Agreement as
limited shall in all events remain in full force and effect and be fully
enforceable against such Borrower.  This Section 10.21 is
intended solely to reserve the rights of Lenders and Agent hereunder against
each Borrower, in such proceeding to the maximum extent permitted by applicable
Debtor Relief Laws and no Borrower, guarantor of the Obligations or other Person
shall have any right, claim or defense under this Section 10.21 that
would not otherwise be available under applicable Debtor Relief Laws in such
proceeding.

     

    10.22     Cross-Guaranty

     

    (a)           Without
limiting the provisions of Section 10.21, each
Borrower hereby agrees that such Borrower is jointly and severally liable for,
and hereby absolutely and unconditionally guarantees to Agent and Lenders and
their respective successors and assigns, the full and prompt payment (whether at
stated maturity, by acceleration or otherwise) and performance of, all
Obligations owed or hereafter owing to Agent and Lenders by each other
Borrower.  Each Borrower agrees that its guaranty obligation hereunder
is a continuing guaranty of payment and performance and not of collection, that
its obligations under this Section 10.22 shall
not be discharged until payment and performance, in full, of the Obligations has
occurred, and that its obligations under this Section 10.22 shall
be absolute and unconditional, irrespective of, and unaffected by,

     

    (i)           the
genuineness, validity, regularity, enforceability or any future amendment of, or
change in, this Agreement, any other Loan Document or any other agreement,
document or instrument to which any Borrower is or may become a
party;

     

    (ii)          the
absence of any action to enforce this Agreement (including this Section 10.22) or any
other Loan Document or the waiver or consent by Agent and Lenders with respect
to any of the provisions thereof;

     

    (iii)         the
existence, value or condition of, or failure to perfect its Lien against, any
security for the Obligations or any action, or the absence of any action, by
Agent and Lenders in respect thereof (including the release of any such
security);

     

    (iv)         the
insolvency of any Borrower; or

     

    (v)          any
other action or circumstances that might otherwise constitute a legal or
equitable discharge or defense of a surety or guarantor.

     

    Each
Borrower shall be regarded, and shall be in the same position, as principal
debtor with respect to the Obligations guaranteed hereunder.

     

    (b)           Each
Borrower expressly waives all rights it may have now or in the future under any
statute, or at common law, or at law or in equity, or otherwise, to compel Agent
or Lenders to marshal assets or to proceed in respect of the Obligations
guaranteed hereunder against any other Borrower, any other party or against any
security for the payment and performance of the Obligations before proceeding
against, or as a condition to proceeding against, such Borrower.  It
is agreed among each Borrower, Agent and Lenders that the foregoing waivers are
of the essence of the transaction contemplated by this Agreement and the other
Loan Documents and that, but for the provisions of this Section 10.22 and
such waivers, Agent and Lenders would decline to enter into this
Agreement.

     

    
      Consolidated Amended and
Restated Loan and Security Agreement

    

     

    
      
         


      

      
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    (c)           Each
Borrower agrees that the provisions of this Section 10.22 are for
the benefit of Agent and Lenders and their respective successors, transferees,
endorsees and assigns, and nothing herein contained shall impair, as between any
other Borrower and Agent or Lenders, the obligations of such other Borrower
under the Loan Documents.

     

    (d)           Notwithstanding
anything to the contrary in this Agreement or in any other Loan Document, and
except as set forth in Section 10.21, each
Borrower hereby expressly and irrevocably waives any and all rights at law or in
equity to subrogation, reimbursement, exoneration, contribution, indemnification
or set off and any and all defenses available to a surety, guarantor or
accommodation co-obligor.  Each Borrower acknowledges and agrees that
this waiver is intended to benefit Agent and Lenders and shall not limit or
otherwise affect such Borrower’s liability hereunder or the enforceability of
this Section
10.22, and that Agent, Lenders and their respective successors and
assigns are intended third party beneficiaries of the waivers and agreements set
forth in this Section
10.22.

     

    (e)           If
Agent or any Lender may, under Applicable Law, proceed to realize its benefits
under any of the Loan Documents giving Agent or such Lender a Lien upon any
Collateral, whether owned by any Borrower or by any other Person, either by
judicial foreclosure or by non-judicial sale or enforcement, Agent or any Lender
may, at its sole option, determine which of its remedies or rights it may pursue
without affecting any of its rights and remedies under this Section
10.22.  If, in the exercise of any of its rights and remedies,
Agent or any Lender shall forfeit any of its rights or remedies, including its
right to enter a deficiency judgment against any Borrower or any other Person,
whether because of any Applicable Laws pertaining to “election of remedies” or
the like, each Borrower hereby consents to such action by Agent or such Lender
and waives any claim based upon such action, even if such action by Agent or
such Lender shall result in a full or partial loss of any rights of subrogation
that each Borrower might otherwise have had but for such action by Agent or such
Lender.  Any election of remedies that results in the denial or
impairment of the right of Agent or any Lender to seek a deficiency judgment
against any Borrower shall not impair any other Borrower’s obligation to pay the
full amount of the Obligations.  In the event Agent or any Lender
shall bid at any foreclosure or trustee’s sale or at any private sale permitted
by law or the Loan Documents, Agent or such Lender may bid all or less than the
amount of the Obligations and the amount of such bid need not be paid by Agent
or such Lender but shall be credited against the Obligations.  The
amount of the successful bid at any such sale, whether Agent, Lender or any
other party is the successful bidder, shall be conclusively deemed to be the
fair market value of the Collateral and the difference between such bid amount
and the remaining balance of the Obligations shall be conclusively deemed to be
the amount of the Obligations guaranteed under this Section 10.22,
notwithstanding that any present or future law or court decision or ruling may
have the effect of reducing the amount of any deficiency claim to which Agent or
any Lender might otherwise be entitled but for such bidding at any such sale
(and the rights and remedies available to any Credit Party with respect to such
laws, decisions or rulings are hereby expressly waived to the extent not
prohibited by Applicable Law).

     

    
      Consolidated Amended and
Restated Loan and Security Agreement

    

     

    
      
         


      

      
        101

        
          

        

      

      
         


      

    

     

    10.23     Joinder

     

    (a)           The
Ultimate Borrowers hereby irrevocably and unconditionally (i) join in,
become a party to, and a maker of, and agree to comply with and be bound by the
terms and conditions of the Private Escapes Loan Agreement as amended and
restated herein, any notes and other documents related thereto to the same
extent as if the Ultimate Borrowers were an original signatory thereto,
(ii) accept and assume each and all obligations of the Private Escapes
Borrowers pursuant to Private Escapes Loan Agreement as amended and restated
herein and any notes or other documents related thereto as amended hereby, and
(iii) agree that each are a direct obligor under the  Private
Escapes Loan Agreement as amended and restated herein.  Without
limiting the foregoing, each Ultimate Borrower agrees that it shall be jointly
and severally liable with the Private Escapes Borrowers for all liabilities and
obligations under the Private Escapes Loan Agreement, this Agreement and the
other Loan Documents, regardless of when they first arose.

     

    (b)           The
Private Escapes Borrowers hereby irrevocably and unconditionally (i) join
in, become a party to, and a maker of, and agree to comply with and be bound by
the terms and conditions of the Ultimate Loan Agreement as amended and restated
herein, any notes and other documents related thereto to the same extent as if
the Private Escapes Borrowers were an original signatory thereto,
(ii) accept and assume each and all obligations of the Ultimate Borrowers
pursuant to Ultimate Loan Agreement as amended and restated herein and any notes
or other documents related thereto as amended hereby, and (iii) agree that
each are a direct obligor under the Ultimate Loan Agreement as amended and
restated herein.  Without limiting the foregoing, each Private Escapes
Borrower agrees that it shall be jointly and severally liable with the Ultimate
Borrowers for all liabilities and obligations under the Ultimate Loan Agreement,
this Agreement and the other Loan Documents, regardless of when they first
arose.

     

    (c)           All
Borrowers that are not included in the definition of Ultimate Borrowers or
Private Escapes Borrowers hereby irrevocably and unconditionally (i) join
in, become a party to, and a maker of, and agree to comply with and be bound by
the terms and conditions of the Ultimate Loan Agreement and the Private Escapes
Loan Agreement, each as amended and restated herein, any notes and other
documents related thereto to the same extent as if such Borrowers were an
original signatory thereto, (ii) accept and assume each and all obligations
of the Ultimate Borrowers and the Private Escapes Borrowers, as applicable,
pursuant to Ultimate Loan Agreement and the Private Escapes Loan Agreement, as
applicable, each as amended herein and any notes or other documents related
thereto as amended and restated hereby, and (iii) agree that each are a
direct obligor under the Ultimate Loan Agreement and the Private Escapes Loan
Agreement.  Without limiting the foregoing, each such Borrower agrees
that it shall be jointly and severally liable with the Ultimate Borrowers and
the Private Escapes Borrowers, as applicable, for all liabilities and
obligations under the Ultimate Loan Agreement and the Private Escapes Loan
Agreement as amended and restated herein, as applicable, this Agreement and the
other Loan Documents, regardless of when they first arose.

     

    
      Consolidated Amended and
Restated Loan and Security Agreement

    

     

    
      
         


      

      
        102

        
          

        

      

      
         


      

    


    10.24     Consolidation,
Amendment and Restatement.  This
Agreement is given in amendment, consolidation, restatement, renewal and
extension (but not in novation, extinguishment or satisfaction) of the Ultimate
Loan Agreement and Private Escapes Loan Agreement (as each has been previously
amended, assumed and joined from time to time, collectively, the “Original Agreements”)
and any promissory notes issued in connection therewith.  All security
interests and liens securing payment of the obligations under the Original
Agreements, including, but not limited to, the Mortgages granted pursuant to the
laws of Mexico, are hereby collectively renewed, extended, rearranged, ratified
and brought forward as security for the payment and performance of the Loan, and
the parties hereto expressly and irrevocably agree that at all times (including
in the event any competent Mexican court would deem that the Original Agreements
have been novated) pursuant to article 2220 of the Mexican Civil Code, each end
every one of the Mortgages granted under the laws of Mexico will continue to be
in full force and effect pursuant to their respective terms and will continue to
secure all obligations under this Agreement.  With respect to matters
relating to the period prior to the date hereof, all of the provisions of the
Original Agreements and any promissory notes, security agreements and other
documents, instruments or agreements executed in connection therewith are hereby
ratified and confirmed.

     

    
      	
              11.

            	
              AGENCY
      PROVISIONS

            


    

     

    11.1       Agent

     

    (a)           Appointment.  Each
Lender hereby designates and appoints CapitalSource as the administrative agent,
payment agent and collateral agent, under this Agreement and the other Loan
Documents, and each Lender hereby irrevocably authorizes CapitalSource, as the
administrative agent, payment agent and collateral agent for such Lender, to
take such action or to refrain from taking such action on its behalf under the
provisions of this Agreement and the other Loan Documents, and to exercise such
powers and perform such duties as are delegated to Agent by the terms of this
Agreement and the other Loan Documents, and to direct Bahamian Collateral Agent
as the same relate to any Mortgage, together with such other powers as are
reasonably incidental thereto.  Agent agrees to act as such on the
conditions contained in this Article 11.  The
provisions of this Article 11 are
solely for the benefit of Agent and Lenders, and Borrowers shall have no rights
as a third-party beneficiary of any of the provisions of this Article 11 other than
with respect to Sections 11.1(g), (h)(iii)
or 11.5(c).  Agent may perform any of its duties hereunder, or
under the Loan Documents, by or through its agents or employees.

     

    (b)           Nature of
Duties.  In performing its functions and duties under this
Agreement, Agent is acting solely on behalf of Lenders and its duties are
administrative in nature and does not assume and shall not be deemed to have
assumed any obligation toward or relationship of agency or trust with or for
Lenders, other than as expressly set forth herein and in the other Loan
Documents, or Borrowers other than with respect to Section 10.3(b).  Agent
shall have no duties, obligations or responsibilities except those expressly set
forth in this Agreement or in the other Loan Documents.  Agent shall
not have by reason of this Agreement or any other Loan Document a fiduciary
relationship in respect of any Lender.  Except for information,
notices, reports, and other documents expressly required to be furnished to
Lenders by Agent hereunder or given to Agent for the account of or with copies
for Lenders, each Lender shall make its own independent investigation of the
financial condition and affairs of Borrowers in connection with the extension of
credit hereunder and shall make its own appraisal of the creditworthiness of
Borrowers, and Agent shall have no duty or responsibility, either initially or
on a continuing basis, to provide any Lender with any credit or other
information with respect thereto, whether coming into its possession before the
Closing Date or at any time or times thereafter.  If Agent seeks the
consent or approval of any Lenders to the taking or refraining from taking any
action hereunder, then Agent shall send prior written notice thereof to each
Lender.  Agent shall promptly notify (in writing) each Lender any time
that the applicable percentage of Lenders have instructed Agent to act or
refrain from acting pursuant hereto.

     

    
      Consolidated Amended and
Restated Loan and Security Agreement

    

     

    
      
         


      

      
        103

        
          

        

      

      
         


      

    

     

    (c)           Rights,
Exculpation, Etc.  Neither Agent nor
any of its officers, directors, managers, members, equity owners, employees or
agents shall be liable to any Lender for any action lawfully taken or omitted by
them hereunder or under any of the other Loan Documents, or in connection
herewith or therewith.  Notwithstanding the foregoing, Agent shall be
obligated on the terms set forth herein for performance of its express duties
and obligations hereunder, and Agent shall be liable with respect to its own
gross negligence or willful misconduct.  Agent shall not be liable for
any apportionment or distribution of payments made by it in good faith, and if
any such apportionment or distribution is subsequently determined to have been
made in error, the sole recourse of any Lender to whom payment was due but not
made shall be to recover from other Lenders any payment in excess of the amount
to which they are determined to be entitled (and such other Lenders hereby agree
to return to such Lender any such erroneous payments received by
them).  In performing its functions and duties hereunder, Agent shall
exercise the same care which it would in dealing with loans for its own
account.  Agent shall not be responsible to any Lender for any
recitals, statements, representations or warranties made by Borrowers herein or
for the execution, effectiveness, genuineness, validity, enforceability,
collectability, or sufficiency of this Agreement or any of the other Loan
Documents or the transactions contemplated thereby, or for the financial
condition of Borrowers.  Agent shall not be required to make any
inquiry concerning either the performance or observance of any of the terms,
provisions, or conditions of this Agreement or any of the Loan Documents or the
financial condition of any Borrower, or the existence or possible existence of
any Default or Event of Default.  Agent may at any time request
instructions from Lenders with respect to any actions or approvals which by the
terms of this Agreement or of any of the other Loan Documents Agent is permitted
or required to take or to grant, and Agent shall be absolutely entitled to
refrain from taking any action or to withhold any approval and shall not be
under any liability whatsoever to any Person for refraining from taking any
action or withholding any approval under any of the Loan Documents until it
shall have received such instructions from the applicable percentage of
Lenders.  Without limiting the foregoing, no Lender shall have any
right of action whatsoever against Agent as a result of Agent acting or
refraining from acting under this Agreement or any of the other Loan Documents
in accordance with the instructions of the applicable percentage of Lenders and
notwithstanding the instructions of Lenders, Agent shall have no obligation to
take any action if it, in good faith believes that such action exposes Agent or
any of its officers, directors, managers, members, equity owners, employees or
agents to any personal liability unless Agent receives an indemnification
reasonably satisfactory to it from Lenders with respect to such
action.

     

    (d)           Reliance.  Agent
shall be entitled to rely upon any written notices, statements, certificates,
orders or other documents or any telephone message or other communication
(including any writing, telex, telecopy or telegram) believed by it in good
faith to be genuine and correct and to have been signed, sent or made by the
proper Person, and with respect to all matters pertaining to this Agreement or
any of the other Loan Documents and its duties hereunder or thereunder, upon
advice of legal counsel, independent accountants, and other experts selected by
Agent in its sole discretion.

     

    
      Consolidated Amended and
Restated Loan and Security Agreement

    

     

    
      
         


      

      
        104

        
          

        

      

      
         


      

    

     

    (e)           Indemnification.  Each
Lender, severally and not (i) jointly or (ii) jointly and severally, agrees to
reimburse and indemnify and hold harmless Agent and its officers, directors,
managers, members, equity owners, employees and agents (to the extent not
reimbursed by Borrowers, if any), ratably according to their respective Pro Rata
Share in effect on the date on which indemnification is sought under this
subsection of the total outstanding obligations (or, if indemnification is
sought after the date upon which the Commitments shall have terminated and the
Loans shall have been paid in full, ratably in accordance with their Pro Rata
Share immediately prior to such date of the total outstanding obligations), from
and against any and all liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses, advances, or disbursements of any
kind or nature whatsoever which may be imposed on, incurred by, or asserted
against Agent or any of its officers, directors, managers, members, equity
owners, employees or agents in any way relating to or arising out of this
Agreement or any of the other Loan Documents or any action taken or omitted by
Agent under this Agreement or any of the other Loan Documents; provided,
however, that no Lender shall be liable for the payment of any portion of such
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses, advances or disbursements resulting from Agent’s gross
negligence or willful misconduct.  The obligations of Lenders under
this Article 11
shall survive the payment in full of the Obligations and the termination of this
Agreement.

     

    (f)           CapitalSource
Individually.  With respect to that portion of the Loan made by
it, and the Notes issued to it, CapitalSource shall have and may exercise the
same rights and powers hereunder and under the other Loan Documents and is
subject to the same obligations and liabilities as and to the extent set forth
herein and the other Loan Documents as any other Lender.  The terms
“Lenders” or “Requisite Lenders” or any similar terms shall, unless the context
clearly otherwise indicates, include CapitalSource in its individual capacity as
a Lender or one of the Requisite Lenders.  CapitalSource may lend
money to, and generally engage in any kind of banking, trust or other business
with any Borrower or any subsidiary or Affiliates of any Borrower as if it were
not acting as Agent pursuant hereto.

     

    (g)           Successor
Agent.

     

    (i)           Resignation.  Agent
may resign from the performance of all or part of its functions and duties
hereunder at any time by giving at least thirty (30) days’ prior written notice
to Borrowers and Lenders.  Such resignation shall take effect upon the
acceptance by a successor Agent of appointment pursuant to clause (ii) below or
as otherwise provided below.

     

    (ii)           Appointment of
Successor.  Upon any such notice of resignation pursuant to
clause (g)(i)
above, Requisite Lenders shall appoint a successor Agent reasonably acceptable
to Borrowers, which consent shall not be unreasonably withheld, delayed or
conditioned.  If a successor Agent shall not have been so appointed
within said thirty (30) day period, the retiring Agent, upon notice to
Borrowers, may, on behalf of Lenders, then appoint a successor Agent reasonably
acceptable to Borrowers, which consent shall not be unreasonably withheld,
delayed or conditioned, who shall serve as Agent until such time, as Requisite
Lenders, appoint a successor Agent as provided above.  If no successor
Agent has been appointed pursuant to the foregoing within said thirty (30) day
period, the resignation shall become effective and Requisite Lenders shall
thereafter perform all the duties of Agent hereunder, until such time, if any,
as Requisite Lenders appoint a successor Agent as provided above.

     

    
      Consolidated Amended and
Restated Loan and Security Agreement

    

     

    
      
         


      

      
        105

        
          

        

      

      
         


      

    

     

    (iii)           Successor
Agent.  Upon the acceptance of any appointment as Agent under
the Loan Documents by a successor Agent, such successor Agent shall thereupon
succeed to and become vested with all the rights, powers, privileges and duties
of the retiring Agent, and, upon the earlier of such acceptance or the effective
date of the retiring Agent’s resignation, the retiring Agent shall be discharged
from its duties and obligations under the Loan Documents, except that any
indemnity rights or other rights in favor of such retiring Agent shall
continue.  After any retiring Agent’s resignation as Agent under the
Loan Documents, the provisions of this Article 11 shall
inure to its benefit as to any actions taken or omitted to be taken by it while
it was Agent under the Loan Documents.

     

    (h)           Collateral
Matters.

     

    (i)           Collateral.  Each
Lender agrees that any action taken by Agent or the Requisite Lenders (or, where
required by the express terms of this Agreement, a greater proportion of
Lenders) in accordance with the provisions of this Agreement or of the other
Loan Documents relating to the Collateral (including directing Bahamian
Collateral Agent as the same relates to any Mortgage), and the exercise by Agent
or the Requisite Lenders (or, where so required, such greater proportion) of the
powers set forth herein or therein, together with such other powers as are
reasonably incidental thereto, shall be authorized and binding upon all of
Lenders and Agent.  Without limiting the generality of the foregoing,
Agent shall have the sole and exclusive right and authority to (A) act as the
disbursing and collecting agent for Lenders with respect to all payments and
collections arising in connection herewith and with the Loan Documents in
connection with the Collateral; (B) execute and deliver each Loan Document
relating to the Collateral and accept delivery of each such agreement delivered
by Borrowers or any of their subsidiaries or Affiliates; (C) act as collateral
agent for Lenders for purposes of the perfection of all security interests and
Liens created by such agreements and all other purposes stated therein; (D)
manage, supervise and otherwise deal with the Collateral; (E) take such action
as is necessary or desirable to maintain the perfection and priority of the
security interests and Liens created or purported to be created by the Loan
Documents relating to the Collateral, and (F) except as may be otherwise
specifically restricted by the terms hereof or of any other Loan Document,
exercise all remedies given to such Agent and Lenders with respect to the
Collateral under the Loan Documents relating thereto, applicable law or
otherwise.

    
       

      Consolidated Amended and
Restated Loan and Security Agreement

    

     

    
      
         


      

      
        106

        
          

        

      

      
         


      

    


    (ii)          Release of
Collateral.  Lenders hereby irrevocably authorize Agent, at its
option and in its discretion, to release any Lien granted to or held by Agent
for the benefit of itself and Lenders upon any property covered by the Loan
Documents (A) upon termination of this Agreement and payment and
satisfaction in full of all Obligations; (B) constituting property being
sold or disposed of if Borrowers certify to Agent that the sale or disposition
is made in compliance with the provisions of the Loan Documents (and Agent may
rely in good faith conclusively on any such certificate, without further
inquiry); or (C) constituting property leased to any Borrower under a lease
which has expired or been terminated in a transaction permitted under this
Agreement or is about to expire and which has not been, and is not intended by
any Borrower to be, renewed or extended.

     

    (iii)         Confirmation of
Authority; Execution of Releases.  Without in any
manner limiting Agent’s authority to act without any specific or further
authorization or consent by Lenders (as set forth in Section 11.1(h)(i)
and (ii)), each
Lender agrees to confirm in writing, upon request by Borrowers, the authority to
release any property covered by this Agreement or the Loan Documents conferred
upon Agent under Section 11.1(h)(ii).  So
long as no Event of Default is then continuing, upon receipt by Agent of
confirmation from the requisite percentage of Lenders, of its authority to
release any particular item or types of property covered by this Agreement or
the Loan Documents, and upon at least five (5) Business Days prior written
request by Borrowers, Agent shall (and is hereby irrevocably authorized by
Lenders to) execute such documents as may be necessary to evidence the release
of the Liens granted to Agent for the benefit of itself and Lenders herein or
pursuant hereto upon such Collateral; provided, however, that (A)
Agent shall not be required to execute any such document on terms which, in
Agent’s opinion, would expose Agent to liability or create any obligation or
entail any consequence other than the release of such Liens without recourse or
warranty (other than that such Collateral is free and clear, on the date of such
delivery, of any and all Liens arising from such Person’s own acts), and (B)
such release shall not in any manner discharge, affect or impair the Obligations
or any Liens upon (or obligations of Borrowers or any subsidiary or Affiliate of
any Borrower, in respect of), all interests retained by any Borrower or any
subsidiary or Affiliate of any Borrower, including, without limitation, the
proceeds of any sale, all of which shall continue to constitute part of the
property covered by this Agreement or the Loan Documents.

     

    (iv)         Absence of
Duty.  Agent shall have
no obligation whatsoever to any Lender or any other Person to assure that the
property covered by this Agreement or the Loan Documents exists or is owned by
any Borrower or is cared for, protected or insured or has been encumbered or
that the Liens granted to Agent on behalf of Lenders herein or pursuant hereto
have been properly or sufficiently or lawfully created, perfected, protected,
enforced or maintained or are entitled to any particular priority, or to
exercise at all or in any particular manner or under any duty of care,
disclosure, or fidelity, or to continue exercising, any of the rights,
authorities and powers granted or available to Agent in this Section 11.1(h)
or in any of the Loan Documents, it being understood and agreed that in respect
of the property covered by this Agreement or the Loan Documents or any act,
omission, or event related thereto, Agent may act in any manner it may deem
appropriate, in its discretion, given Agent’s own interest in property covered
by this Agreement or the Loan Documents as one of Lenders and that Agent shall
have no duty or liability whatsoever to any of the other Lenders; provided, that Agent
shall exercise the same care which it would in dealing with loans for its own
account.  Notwithstanding the foregoing, Agent shall be liable with
respect to its own gross negligence or willful misconduct.

     

    
      Consolidated Amended and
Restated Loan and Security Agreement 

         

      

    

    
      
         


      

      
        107

        
          

        

      

      
         


      

    

     

    (i)           Agency for
Perfection.  Each Lender
hereby appoints Agent as agent for the purpose of perfecting Lenders’ security
interest in Collateral which, in accordance with Article 9 of the UCC in any
applicable jurisdiction, can be perfected only by possession.  Should
any Lender (other than Agent) obtain possession of any such Collateral, such
Lender shall notify Agent thereof, and, promptly upon Agent’s request therefor,
shall deliver such Collateral to Agent or in accordance with Agent’s
instructions.

     

    (j)           Exercise of
Remedies.  Except as set
forth in Section
11.3, each Lender agrees that it will not have any right individually to
enforce or seek to enforce this Agreement or any Loan Document or to realize
upon any collateral security for the Loans, it being understood and agreed that
such rights and remedies may be exercised only by Agent.

     

    11.2       Consents

     

    (a)           In
the event Agent requests the consent of a Lender and does not receive a written
denial thereof within five (5) Business Days after such Lender’s receipt of such
request, then such Lender will be deemed to have given such consent so long as
such request contained a notice stating that such failure to respond within five
(5) Business Days would be deemed to be a consent by such Lender.

     

    (b)           In
the event Agent requests the consent of a Lender in a situation where such
Lender’s consent would be required and such consent is denied, then Agent may,
at its option, require such Lender to assign its interest in the Loans to Agent
for a price equal to the then outstanding principal amount thereof due such
Lender plus accrued and unpaid interest and fees due such Lender, which
principal, interest and fees will be paid to the Lender when collected from
Borrowers.  In the event that Agent elects to require any Lender to
assign its interest to Agent pursuant to this Section 11.2,
Agent will so notify such Lender in writing within forty-five (45) days
following such Lender’s denial, and such Lender will assign its interest to
Agent no later than five (5) calendar days following receipt of such
notice.

    
      
         

        Consolidated Amended and
Restated Loan and Security Agreement

        
           

        

      

    

    
      
        
        

      

      
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    11.3       Set
Off and Sharing of Payments


    In
addition to any rights and remedies now or hereafter granted under Applicable
Law and not by way of limitation of any such rights, upon the occurrence and
during the continuance of any Event of Default, each Lender is hereby authorized
by Borrowers at any time or from time to time, to the fullest extent permitted
by law, with reasonably prompt subsequent notice to Borrowers or to any other
Person (any prior or contemporaneous notice being hereby expressly waived) to
set off and to appropriate and to apply any and all (a) balances (general or
special, time or demand, provisional or final) held by such Lender or such
holder at any of its offices for the account of Borrowers or any of its
subsidiaries and/or Affiliates (regardless of whether such balances are then due
to Borrowers or its subsidiaries or Affiliates), and (b) other property at any
time held or owing by such Lender or such holder to or for the credit or for the
account of Borrowers or any of their subsidiaries or Affiliates, against and on
account of any of the Obligations which are not paid when due; except that no
Lender or any such holder shall exercise any such right without prior written
notice to Agent; provided, however, that the
failure to give notice to Borrowers or to any other Person shall not affect the
validity of such set-off and application.  Any Lender which has
exercised its right to set off or otherwise has received any payment on account
of the Obligations shall, to the extent the amount of any such set off or
payment exceeds its Pro Rata Share of payments obtained by all of the Lenders on
account of such Obligations, purchase for cash (and the other Lenders or holders
of the Loan shall sell) participations in each such other Lender’s or holder’s
Pro Rata Share of Obligations as would be necessary to cause such Lender to
share such excess with each other Lenders or holders in accordance with their
respective Pro Rata Shares; provided, however, that if all
or any portion of such excess payment or benefits is thereafter recovered from
such purchasing Lender, such purchase shall be rescinded, and the purchase price
and benefits returned, to the extent of such recovery.  Each Borrower
agrees, to the fullest extent permitted by law, that (a) any Lender or holder
may exercise its right to set off with respect to amounts in excess of its Pro
Rata Share of the Obligations and may sell participations in such excess to
other Lenders and holders, and (b) any Lender or holder so purchasing a
participation in the Loans made or other Obligations held by other Lenders or
holders may exercise all rights of set-off, bankers’ lien, counterclaim or
similar rights with respect to such participation as fully as if such Lender or
holder were a direct holder of Loans and other Obligations in the amount of such
participation.

     

    11.4       Disbursement
of Funds

     

    Agent
may, on behalf of Lenders, disburse funds to Borrowers for Revolving Advances
requested or any Protective Advance.  Each Lender shall reimburse
Agent on demand for its Pro Rata Share of all funds disbursed on its behalf by
Agent, or if Agent so requests, each Lender will remit to Agent its Pro Rata
Share of any Revolving Advance or any Protective Advance before Agent disburses
same to Borrowers.  If Agent elects to require that funds be made
available prior to disbursement to Borrowers, Agent shall advise each Lender by
telephone, telex or telecopy of the amount of such Lender’s Pro Rata Share of
any Revolving Advance or Protective Advance no later than one (1) Business Day
prior to the funding date applicable thereto, and each such Lender shall pay
Agent such Lender’s Pro Rata Share of any Revolving Advance or any Protective
Advance, in same day funds, by wire transfer to Agent’s account not later than
3:00 p.m. (New York City time).  If any Lender fails to pay the amount
of its Pro Rata Share forthwith upon Agent’s demand, Agent shall promptly notify
Borrowers, and Borrowers shall immediately repay such amount to
Agent.  Any repayment required pursuant to this Section 11.4
shall be without premium or penalty.  Nothing in this Section 11.4 or
elsewhere in this Agreement or the other Loan Documents, including without
limitation the provisions of Section 11.5,
shall be deemed to require Agent to advance funds on behalf of any Lender or to
relieve any Lender from its obligation to fulfill its commitments hereunder or
to prejudice any rights that Agent or Borrowers may have against any Lender as a
result of any default by such Lender hereunder.

    
       

      
        Consolidated Amended and
Restated Loan and Security Agreement

      

       

    

    
      
        
        

      

      
        109

        
          

        

      

      
        
        

      

    

     

    11.5       Settlements;
Payments and Information

     

    (a)           Protective
Advances; Payments; Interest and Fee Payments.


    (i)           The
amount of the Loan may fluctuate from day to day through Agent’s disbursement of
funds to, and receipt of funds from, Borrowers.  In order to minimize
the frequency of transfers of funds between Agent and each Lender
notwithstanding terms to the contrary set forth in Section 11.4,
Protective Advances and repayments may be settled according to the procedures
described in Sections 11.5(a)(ii)
and 11.5(a)(iii) of this
Agreement.  Payments of principal, interest and fees in respect of the
Loan will be settled, in accordance with each Lender’s Pro Rata Share on the
first Business Day after such payments are received.  Notwithstanding
these procedures, each Lender’s obligation to fund its Pro Rata Share of any
Protective Advances made by Agent to Borrowers will commence on the date such
Protective Advances are made by Agent.  Such payments will be made by
such Lender without set-off, counterclaim or reduction of any kind.

     

    (ii)           Once
each week, or more frequently (including daily), if Agent so elects (each such
day being a “Settlement Date”),
Agent will advise each Lender by 1:00 p.m. (New York City time) by
telephone, telex, or telecopy of the amount of each such Lender’s Pro Rata Share
of the outstanding Protective Advances.  In the event payments are
necessary to adjust the amount of such Lender’s share of the Protective Advances
to such Lender’s Pro Rata Share of the Protective Advances, the party from which
such payment is due will pay the other, in same day funds, by wire transfer to
the other’s account not later than 3:00 p.m. (New York City time) on the
Business Day following the Settlement Date.

     

    (iii)           On
the first Business Day of each month (“Interest Settlement
Date”), Agent will advise each Lender by telephone or facsimile of the
amount of interest and fees charged to and collected from Borrowers for the
proceeding month in respect of the applicable Loans.  Provided that
such Lender has made all payments required to be made by it under this Agreement
(including, without limitation, such Lender’s Pro Rata Share of any Protective
Advance, if applicable), Agent will pay to such Lender, by wire transfer to such
Lender’s account (as specified by such Lender on Schedule A of this
Agreement as amended by such Lender from time to time after the date hereof
pursuant to the notice provisions contained herein or in the applicable Lender
Addition Agreement) not later than 3:00 p.m. (New York City time) on the next
Business Day following the Interest Settlement Date such Lender’s share of such
interest and fees.

     

    (b)           Availability of
Lenders’ Pro Rata Share.

     

    (i)           Unless
Agent has been notified by a Lender prior to any proposed funding date of such
Lender’s intention not to fund its Pro Rata Share of a Protective Advance amount
requested by Borrowers, Agent may assume that such Lender will make such amount
available to Agent on the proposed funding date or the Business Day following
the next Settlement Date, as applicable.  If such amount is not, in
fact, made available to Agent by such Lender when due, Agent will be entitled to
recover such amount on demand from such Lender without set-off, counterclaim, or
deduction of any kind.

     

    (ii)           Nothing
contained in this Section 11.5(b)
will be deemed to relieve a Lender of its obligation to fulfill its commitments
or to prejudice any rights Agent or Borrowers may have against such Lender as a
result of any default by such Lender under this Agreement.

     

    
      Consolidated Amended and
Restated Loan and Security Agreement

    

     

    
      
         


      

      
        110

        
          

        

      

      
         


      

    


    (c)           Return of
Payments.

     

    (i)           If
Agent pays an amount to a Lender under this Agreement in the belief or
expectation that a related payment has been or will be received by Agent from
Borrowers and such related payment is not received by Agent, then Agent will be
entitled to recover such amount from such Lender without set-off, counterclaim
or deduction of any kind.

     

    (ii)           If
Agent determines at any time that any amount received by Agent under this
Agreement must be returned to Borrowers or paid to any other Person pursuant to
any insolvency law or otherwise, then, notwithstanding any other term or
condition of this Agreement, Agent will not be required to distribute any
portion thereof to any Lender.  In addition, each Lender will repay to
Agent on demand any portion of such amount that Agent has distributed to such
Lender, together with interest at such rate, if any, as Agent is required to pay
to Borrowers or such other Person, without set-off, counterclaim or deduction of
any kind.

     

    11.6       Dissemination
of Information

     

    Upon
request by each Lender, Agent will distribute promptly to such Lender, unless
previously provided by Borrowers to such Lender, copies of all notices,
schedules, reports, projections, financial statements, agreements and other
material and other information, including, but not limited to, financial and
reporting information received from Borrowers or its subsidiaries or Affiliates
or generated by a third party (and excluding only internal information generated
by CapitalSource for its own use as a Lender or as Agent), as provided for in
this Agreement and the other Loan Documents as received by
Agent.  Agent shall not be liable to Lenders for any failure to comply
with its obligations under this Section 11.6, except
to the extent that such failure is attributable to Agent’s gross negligence or
willful misconduct.

     

    [Remainder
of page intentionally left blank.

    Next page
is signature page.]

     

    Consolidated Amended and
Restated Loan and Security Agreement


    
      
         


      

      
        111

        
          

        

      

      
         


      

    


    IN WITNESS WHEREOF, the
parties have executed this Agreement as of the day and year first above
written.

     

    
      
        	 
      	
                AGENT, BAHAMAS COLLATERAL AGENT

                AND LENDERS:

              
	 
      	 
      
	 
      	
                CAPITALSOURCE FINANCE LLC,

              
	 
      	
                a Delaware limited liability company, as Agent

              
	 
      	 
      
	 
      	
                By:

              	
                /s/ Heather Murphy

              
	 
      	
                Name:  Heather Murphy

              
	 
      	
                Title: Senior Counsel

              
	 
      	 
      
	 
      	
                CAPITALSOURCE BAHAMAS LLC,

              
	 
      	
                a Delaware limited liability company, as Bahamas

                Collateral Agent

              
	 
      	 
      
	 
      	
                By:

              	
                /s/ Steven A. Museles

              
	 
      	
                Name: Steven A. Museles

              
	 
      	
                Title: Director

              
	 
      	 
      
	 
      	
                CAPITALSOURCE BANK,

              
	 
      	
                a California industrial bank, as a Lender

              
	 
      	 
      
	 
      	
                By:

              	
                /s/ Bridge Rainero

              
	 
      	
                Name: Bridget Rainero

              
	 
      	
                Title: Portfolio Manager

              
	 
      	 
      
	 
      	
                BORROWERS:

              
	 
      	 
      
	 
      	
                ULTIMATE ESCAPES HOLDINGS, LLC,

              
	 
      	
                a Delaware limited liability company

              
	 
      	 
      
	 
      	
                By:

              	
                /s/ Philip Callaghan

              
	 
      	
                Name: Philip Callaghan

              
	 
      	
                Title: Senior Vice President and Chief Financial

              
	 
      	
                Officer

              


      

    

     

    Consolidated Amended and
Restated Loan and Security Agreement


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    
      
        	 
      	
                P&J PARTNERS, LLC,

              
	 
      	
                a Delaware limited liability company

              
	 
      	 
      
	 
      	
                By:

              	
                ULTIMATE
      ESCAPES HOLDINGS, LLC,

              
	 
      	 
      	
                a
      Delaware limited liability company

              
	 
      	 
      
	 
      	
                By:

              	
                /s/ Philip Callaghan

              
	 
      	
                Name: Philip Callaghan

              
	 
      	
                Title: Senior Vice President and Chief Financial

                Officer

              
	 
      	 
      
	 
      	
                SNOWFLAKE
      INVESTMENTS I, LLC,

              
	 
      	
                a
      Delaware limited liability company

              
	 
      	
                TAHOE
      INVESTMENTS I, LLC,

              
	 
      	
                a
      Delaware limited liability company

              
	 
      	
                CABO
      INVESTMENTS I, LLC,

              
	 
      	
                a
      Delaware limited liability company

              
	 
      	
                MAHOGANY
      RUN INVESTMENTS I, LLC,

              
	 
      	
                a
      Delaware limited liability company

              
	 
      	
                CANDLEWOOD
      INVESTMENTS I, LLC,

              
	 
      	
                a
      Delaware limited liability company

              
	 
      	
                SUNNY
      ISLES INVESTMENTS I, LLC

              
	 
      	
                A
      Delaware limited liability company

              
	 
      	
                ULTIMATE
      SCOTTSDALE ROCKS, LLC,

              
	 
      	
                a
      Delaware limited liability company

              
	 
      	
                ULTIMATE
      BEAVER CREEK, LLC,

              
	 
      	
                a
      Delaware limited liability company

              
	 
      	
                ULTIMATE
      INDIAN ROCKS BEACH, LLC,

              
	 
      	
                a
      Delaware limited liability company

              
	 
      	
                ULTIMATE
      KEY WEST, LLC,

              
	 
      	
                a
      Delaware limited liability company

              
	 
      	
                ULTIMATE
      LAKE LAS VEGAS, LLC,

              
	 
      	
                a
      Delaware limited liability company

              
	 
      	
                ULTIMATE
      SCOTTSDALE, LLC,

              
	 
      	
                a
      Delaware limited liability company

              
	 
      	
                ULTIMATE
      LAKE TAHOE, LLC,

              
	 
      	
                a
      Delaware limited liability company

              
	 
      	
                ULTIMATE
      COLORADO, LLC,

              
	 
      	
                a
      Delaware limited liability company

              
	 
      	
                ULTIMATE
      TELLURIDE MOUNTAIN VILLAGE, LLC,

              
	 
      	
                a
      Delaware limited liability company

              
	 
      	
                ULTIMATE
      NAPLES STRADA BELLA, LLC,

              
	 
      	
                a
      Delaware limited liability company

              
	 
      	
                ULTIMATE
      NAPLES MONTEVERDE, LLC,

              
	 
      	
                a
      Delaware limited liability
company

              


      

    

     

    Consolidated Amended and
Restated Loan and Security Agreement



    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    
      
        	 
      	
                ULTIMATE
      PALM BEACH OCEAN, LLC,

              
	 
      	
                a
      Delaware limited liability company

              
	 
      	
                ULTIMATE
      MAUI WAILEA BEACH, LLC,

              
	 
      	
                a
      Delaware limited liability company

              
	 
      	
                ULTIMATE
      SUN VALLEY MACKENZIE, LLC, a Delaware limited liability
      company

              
	 
      	
                ULTIMATE
      SUN VALLEY PLAZA TOWNHOUSE, LLC,

              
	 
      	
                a
      Delaware limited liability company

              
	 
      	
                ULTIMATE
      NEW YORK TRP INTERNATIONAL, LLC,

              
	 
      	
                a
      Delaware limited liability company

              
	 
      	
                ULTIMATE
      KIAWAH TURTLE BEACH, LLC,

              
	 
      	
                a
      Delaware limited liability company

              
	 
      	
                ULTIMATE
      PARK CITY SILVERLAKE, LLC,

              
	 
      	
                a
      Delaware limited liability company

              
	 
      	
                ULTIMATE
      JACKSON HOLE SNAKE RIVER, LLC, a Delaware limited liability
      company

              
	 
      	
                BAHAMAS
      INVESTMENTS I, LLC, a

              
	 
      	
                Delaware
      limited liability company

              
	 
      	
                BAHAMAS
      INVESTMENTS II, LLC, a

              
	 
      	
                Delaware
      limited liability company

              
	 
      	
                BAHAMAS
      INVESTMENTS III, LLC, a

              
	 
      	
                Delaware
      limited liability company

              
	 
      	
                BAHAMAS
      INVESTMENTS IV, LLC, a

              
	 
      	
                Delaware
      limited liability company

              
	 
      	
                CABO
      CASA TORTUGA, LLC,

              
	 
      	
                a
      Delaware limited liability company

              
	 
      	
                CABO
      ESPERANZA #1501, LLC,

              
	 
      	
                a
      Delaware limited liability company

              
	 
      	
                CABO
      ESPERANZA #1502, LLC,

              
	 
      	
                a
      Delaware limited liability company

              
	 
      	
                CABO
      ESPERANZA #1503, LLC,

              
	 
      	
                a
      Delaware limited liability company

              
	 
      	
                CABO
      ESPERANZA #1601, LLC,

              
	 
      	
                a
      Delaware limited liability company

              
	 
      	
                CABO
      ESPERANZA #1602, LLC,

              
	 
      	
                a
      Delaware limited liability company

              
	 
      	
                CABO
      ESPERANZA #1603, LLC,

              
	 
      	
                a
      Delaware limited liability company

              
	 
      	
                CABO
      VILLA DEL SOL, LLC,

              
	 
      	
                a
      Delaware limited liability company

              
	 
      	
                CABO
      VILLA ETERNIDAD, LLC,

              
	 
      	
                a
      Delaware limited liability company

              
	 
      	
                CABO
      SAN LUCAS VILLA PARAISO, LLC,

              
	 
      	
                a
      Delaware limited liability
company

              


      

    

     

    Consolidated Amended and
Restated Loan and Security Agreement



    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    
      
        	 
      	
                ULTIMATE
      NEVIS INVESTMENTS, LLC,

              
	 
      	
                a
      Delaware limited liability company

              
	 
      	 
      
	 
      	
                By:

              	
                UE
      MEMBER, LLC,

              
	 
      	 
      	
                a
      Delaware limited liability company

              
	 
      	 
      
	 
      	
                By:

              	
                /s/ Philip Callaghan

              
	 
      	
                Name: Philip Callaghan

              
	 
      	
                Title: Senior Vice President and Chief Financial

                Officer

              
	 
      	 
      
	 
      	
                PRIVATE RETREATS PARADISO, LTD.,

              
	 
      	
                a Nevis International Business Company

              
	 
      	 
      
	 
      	
                By:

              	
                /s/ Philip Callaghan

              
	 
      	
                Name: Philip Callaghan

              
	 
      	
                Title: Senior Vice President and Chief Financial

                Officer

              
	 
      	 
      
	 
      	
                THE CENTURY CORPORATION LIMITED,

              
	 
      	
                A Nevis corporation,

              
	 
      	 
      
	 
      	
                By:

              	
                PRIVATE
      RETREATS PARADISO, LTD.,

              
	 
      	 
      	
                a
      Nevis International Business Company

              
	 
      	 
      
	 
      	
                By:

              	
                /s/ Philip Callaghan

              
	 
      	
                Name: Philip Callaghan

              
	 
      	
                Title: Senior Vice President and Chief Financial

                Officer

              
	 
      	 
      
	 
      	
                PRIVATE
      ESCAPES OF STEAMBOAT, LLC,

              
	 
      	
                a
      Colorado limited liability company

              
	 
      	
                PRIVATE
      ESCAPES OF TAHOE, LLC,

              
	 
      	
                a
      Colorado limited liability company

              
	 
      	
                PRIVATE
      ESCAPES OF JACKSON HOLE, LLC,

              
	 
      	
                a
      Colorado limited liability company

              
	 
      	
                PRIVATE
      ESCAPES OF KIAWAH, LLC,

              
	 
      	
                a
      Colorado limited liability company

              
	 
      	
                PRIVATE
      ESCAPES OF FOX ACRES, LLC,

              
	 
      	
                a
      Colorado limited liability company

              
	 
      	
                PRIVATE
      ESCAPES LA PLAYA, LLC,

              
	 
      	
                a
      Colorado limited liability
company

              


      

    

     

    Consolidated Amended and
Restated Loan and Security Agreement

     

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    
      
        	 
      	
                PRIVATE
      ESCAPES OF LAKE OCONEE, LLC,

              
	 
      	
                a
      Colorado limited liability company

              
	 
      	
                PRIVATE
      ESCAPES OF WAIKOLOA, LLC,

              
	 
      	
                a
      Colorado limited liability company

              
	 
      	
                PRIVATE
      ESCAPES OF WAIKOLOA II, LLC,

              
	 
      	
                a
      Colorado limited liability company

              
	 
      	
                PRIVATE
      ESCAPES OF CURRITUCK, LLC,

              
	 
      	
                a
      Colorado limited liability company

              
	 
      	
                PRIVATE
      ESCAPES LA COSTA, LLC,

              
	 
      	
                a
      Colorado limited liability company

              
	 
      	
                PRIVATE
      ESCAPES OF CABO, LLC,

              
	 
      	
                a
      Colorado limited liability company

              
	 
      	
                PRIVATE
      ESCAPES LA QUINTA I, LLC,

              
	 
      	
                a
      Colorado limited liability company

              
	 
      	
                PRIVATE
      ESCAPES LA QUINTA II, LLC,

              
	 
      	
                 a
      Colorado limited liability company

              
	 
      	
                PRIVATE
      ESCAPES OF STOWE, LLC,

              
	 
      	
                a
      Colorado limited liability company

              
	 
      	
                PRIVATE
      ESCAPES OF ONE CENTRAL PARK WEST, LLC,

              
	 
      	
                a
      New York limited liability company

              
	 
      	
                PRIVATE
      ESCAPES OF CHICAGO, LLC,

              
	 
      	
                a
      Colorado limited liability company

              
	 
      	
                PRIVATE
      ESCAPES 1600 BROADWAY, LLC,

              
	 
      	
                a
      New York limited liability company

              
	 
      	
                PRIVATE
      ESCAPES VILLA 304, LLC,

              
	 
      	
                a
      Colorado limited liability company

              
	 
      	
                PRIVATE
      ESCAPES PLATINUM OF COPPER MOUNTAIN, LLC,

              
	 
      	
                a
      Colorado limited liability company

              
	 
      	
                PRIVATE
      ESCAPES PLATINUM KIAWAH, LLC,

              
	 
      	
                a
      Colorado limited liability company

              
	 
      	
                PRIVATE
      ESCAPES PLATINUM CURRITUCK, LLC, a Colorado limited liability
      company

              
	 
      	
                PRIVATE
      ESCAPES PLATINUM LA COSTA, LLC, a Colorado limited liability
      company

              
	 
      	
                PRIVATE
      ESCAPES PLATINUM CABO, LLC,

              
	 
      	
                a
      Colorado limited liability company

              
	 
      	
                PRIVATE
      ESCAPES PLATINUM LAKE GEORGE, LLC,

              
	 
      	
                a
      New York limited liability company

              
	 
      	
                PRIVATE
      ESCAPES OF LA QUINTA PLATINUM, LLC,

              
	 
      	
                a
      Colorado limited liability
company

              


      

    

     

    Consolidated Amended and
Restated Loan and Security Agreement



    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    
      
        	 
      	
                PRIVATE
      ESCAPES PLATINUM ONE CENTRAL PARK WEST, LLC,

              
	 
      	
                a
      New York limited liability company

              
	 
      	
                PRIVATE
      ESCAPES PLATINUM TCI, LLC,

              
	 
      	
                a
      Colorado limited liability company

              
	 
      	
                PRIVATE
      ESCAPES PLATINUM TELLURIDE, LLC, a Colorado limited liability
      company

              
	 
      	
                PRIVATE
      ESCAPES PLATINUM CHICAGO, LLC, a Colorado limited liability
      company

              
	 
      	
                PRIVATE
      ESCAPES LINK, LLC

              
	 
      	
                a
      Colorado limited liability company

              
	 
      	 
      
	 
      	
                By:

              	
                UE MEMBER, LLC, a Delaware limited

                liability company and manager of the above

                named entities

              
	 
      	 
      	 
      
	 
      	 
      	
                By:

              	
                /s/ Philip Callaghan

              
	 
      	 
      	
                Name: Philip Callaghan

              
	 
      	 
      	
                Title: Senior Vice President and Chief

              
	 
      	 
      	
                Financial Officer

              


      

    

     

    Consolidated Amended and
Restated Loan and Security Agreement


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    
      
        	 
      


      

    

     

    CONSOLIDATED
AMENDED AND RESTATED

    LOAN
AND SECURITY AGREEMENT

     

    among

     

    ULTIMATE
ESCAPES HOLDINGS, LLC, et. al,

    as
Borrowers

    and

     

    CAPITALSOURCE
FINANCE LLC

    as
Agent and a Lender

     

    Dated
as of September 15, 2009 

      
        	 
      


      

    

     

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    ANNEX  A

    Borrowers


    


    I.
PE Borrowers

    


    PRIVATE
ESCAPES PREMIERE, LLC,

    a
Colorado limited liability company

    PRIVATE
ESCAPES PLATINUM, LLC,

    a
Colorado limited liability company

    PRIVATE
ESCAPES PINNACLE, LLC,

    a
Colorado limited liability company

    PRIVATE
ESCAPES OF STEAMBOAT, LLC,

    a
Colorado limited liability company

    PRIVATE
ESCAPES OF TAHOE, LLC,

    a
Colorado limited liability company

    PRIVATE
ESCAPES OF JACKSON HOLE, LLC,

    a
Colorado limited liability company

    PRIVATE
ESCAPES OF KIAWAH, LLC,

    a
Colorado limited liability company

    PRIVATE
ESCAPES OF FOX ACRES, LLC,

    a
Colorado limited liability company

    PRIVATE
ESCAPES LA PLAYA, LLC,

    a
Colorado limited liability company

    PRIVATE
ESCAPES OF LAKE OCONEE, LLC,

    a
Colorado limited liability company

    PRIVATE
ESCAPES OF WAIKOLOA, LLC,

    a
Colorado limited liability company

    PRIVATE
ESCAPES OF WAIKOLOA II, LLC,

    a
Colorado limited liability company

    PRIVATE
ESCAPES OF CURRITUCK, LLC,

    a
Colorado limited liability company

    PRIVATE
ESCAPES LA COSTA, LLC,

    a
Colorado limited liability company

    PRIVATE
ESCAPES OF CABO, LLC,

    a
Colorado limited liability company

    PRIVATE
ESCAPES LA QUINTA I, LLC,

    a
Colorado limited liability company

    PRIVATE
ESCAPES LA QUINTA II, LLC,

     a
Colorado limited liability company

    PRIVATE
ESCAPES OF STOWE, LLC,

    a
Colorado limited liability company

    PRIVATE
ESCAPES OF ONE CENTRAL PARK WEST, LLC,

    a New
York limited liability company

    PRIVATE
ESCAPES OF CHICAGO, LLC,

    a
Colorado limited liability company

     

    Annex A
to

    Consolidated Amended and
Restated Loan and Security Agreement


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    PRIVATE
ESCAPES 1600 BROADWAY, LLC,

    a New
York limited liability company

    PRIVATE
ESCAPES VILLA 304, LLC,

    a
Colorado limited liability company

    PRIVATE
ESCAPES PLATINUM OF COPPER MOUNTAIN, LLC,

    a
Colorado limited liability company

    PRIVATE
ESCAPES PLATINUM KIAWAH, LLC,

    a
Colorado limited liability company

    PRIVATE
ESCAPES PLATINUM CURRITUCK, LLC,

    a
Colorado limited liability company

    PRIVATE
ESCAPES PLATINUM LA COSTA, LLC,

    a
Colorado limited liability company

    PRIVATE
ESCAPES PLATINUM CABO, LLC,

    a
Colorado limited liability company

    PRIVATE
ESCAPES PLATINUM LAKE GEORGE, LLC,

    a New
York limited liability company

    PRIVATE
ESCAPES OF LA QUINTA PLATINUM, LLC,

    a
Colorado limited liability company

    PRIVATE
ESCAPES PLATINUM ONE CENTRAL PARK WEST, LLC,

    a New
York limited liability company

    PRIVATE
ESCAPES PLATINUM TCI, LLC,

    a
Colorado limited liability company

    PRIVATE
ESCAPES PLATINUM TELLURIDE, LLC,

    a
Colorado limited liability company

    PRIVATE
ESCAPES PLATINUM CHICAGO, LLC,

    a
Colorado limited liability company

    PRIVATE
ESCAPES LINK, LLC

    a
Colorado limited liability company


    


    II.
Ultimate Borrowers

    


    SNOWFLAKE
INVESTMENTS I, LLC,

    a
Delaware limited liability company

    TAHOE
INVESTMENTS I, LLC,

    a
Delaware limited liability company

    CABO
INVESTMENTS I, LLC,

    a
Delaware limited liability company

    MAHOGANY
RUN INVESTMENTS I, LLC,

    a
Delaware limited liability company

    CANDLEWOOD
INVESTMENTS I, LLC,

    a
Delaware limited liability company

    SUNNY
ISLES INVESTMENTS I, LLC

    A
Delaware limited liability company

    ULTIMATE
SCOTTSDALE, LLC,

    a
Delaware limited liability company

     

    Annex A
to

    Consolidated Amended and
Restated Loan and Security Agreement



    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    ULTIMATE
LAKE TAHOE, LLC,

    a
Delaware limited liability company

    ULTIMATE
COLORADO, LLC,

    a
Delaware limited liability company

    ULTIMATE
TELLURIDE MOUNTAIN VILLAGE, LLC,

    a
Delaware limited liability company

    ULTIMATE
NAPLES STRADA BELLA, LLC,

    a
Delaware limited liability company

    ULTIMATE
NAPLES MONTEVERDE, LLC,

    a
Delaware limited liability company

    ULTIMATE
PALM BEACH OCEAN, LLC,

    a
Delaware limited liability company

    ULTIMATE
MAUI WAILEA BEACH, LLC,

    a
Delaware limited liability company

    ULTIMATE
SUN VALLEY MACKENZIE, LLC,

    a
Delaware limited liability company

    ULTIMATE
SUN VALLEY PLAZA TOWNHOUSE, LLC,

    a
Delaware limited liability company

    ULTIMATE
NEW YORK TRP INTERNATIONAL, LLC,

     a
Delaware limited liability company

    ULTIMATE
KIAWAH TURTLE BEACH, LLC,

    a
Delaware limited liability company

    ULTIMATE
PARK CITY SILVERLAKE, LLC,

    a
Delaware limited liability company

    ULTIMATE
JACKSON HOLE SNAKE RIVER, LLC,

    a
Delaware limited liability company

    BAHAMAS
INVESTMENTS I, LLC, a

    Delaware
limited liability company

    BAHAMAS
INVESTMENTS II, LLC, a

    Delaware
limited liability company

    BAHAMAS
INVESTMENTS III, LLC, a

    Delaware
limited liability company

    BAHAMAS
INVESTMENT IV, LLC, a

    Delaware
limited liability company

    


    CABO CASA
TORTUGA, LLC,

    a
Delaware limited liability company

    CABO
ESPERANZA #1501, LLC,

    a
Delaware limited liability company

    CABO
ESPERANZA #1502, LLC,

    a
Delaware limited liability company

    CABO
ESPERANZA #1503, LLC,

    a
Delaware limited liability company

    CABO
ESPERANZA #1601, LLC,

    a
Delaware limited liability company

    CABO
ESPERANZA #1602, LLC,

    a
Delaware limited liability company

     

    Annex A
to

    Consolidated Amended and
Restated Loan and Security Agreement



    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    CABO
ESPERANZA #1603, LLC,

    a
Delaware limited liability company

    CABO
VILLA DEL SOL, LLC,

    a
Delaware limited liability company

    CABO
VILLA ETERNIDAD, LLC,

    a
Delaware limited liability company

    CABO SAN
LUCAS VILLA PARAISO, LLC,

    a
Delaware limited liability company

    ULTIMATE
NEVIS INVESTMENTS, LLC,

    a
Delaware limited liability company

    ULTIMATE
KEY WEST, LLC

    a
Delaware limited liability company

    ULTIMATE
INDIAN ROCKS BEACH, LLC,

    a
Delaware limited liability company

    ULTIMATE
SCOTTSDALE ROCKS, LLC,

    a
Delaware limited liability company

    ULTIMATE
BEAVER CREEK, LLC,

    a
Delaware limited liability company

    ULTIMATE
LAKE LAS VEGAS, LLC,

    a
Delaware limited liability company

    PRIVATE
RETREATS PARADISO, LTD.,

    a Nevis
International Business Company

    THE
CENTURY CORPORATION LIMITED,

    a Nevis
corporation

    


    III.  Other
Borrowers

    


    ULTIMATE
ESCAPES HOLDINGS, LLC

    a
Delaware limited liability company

    P&J
PARTNERS, LLC

    a
Delaware limited liability company


    


    IV.
Ultimate Guarantors

    


    ULTIMATE
RESORT, LLC,

    a Florida
limited liability company

    UE
MEMBER, LLC, f/k/a TH MEMBER, LLC,

    a
Delaware limited liability company and as successor by merger to UR MEMBER,
LLC

    UE
HOLDCO, LLC, f/k/a TH HOLDCO, LLC,

    a
Delaware limited liability company and as successor by merger to UR HOLDCO,
LLC

    ULTIMATE
ESCAPES PREMIERE CLUB, LLC,

    a
Delaware limited liability company, as successor by merger to ULTIMATE RESORT
CLUB LLC

    ULTIMATE
ESCAPES ELITE CLUB, LLC,

    a
Delaware limited liability company, as successor by merger to ULTIMATE RESORT
ELITE CLUB LLC

     

    Annex A
to

    Consolidated Amended and
Restated Loan and Security Agreement



    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    ULTIMATE
ESCAPES SIGNATURE CLUB, LLC,

    a
Delaware limited liability company

    JAMES
TOUSIGNANT

    PHIL
CALLAGHAN

    STEVE
HEALY

    DANA
PERCIVAL

    


    V.
Guarantors

    


    ULTIMATE
RESORT, LLC,

    a Florida
limited liability company

    UE
MEMBER, LLC,

    a
Delaware limited liability company

    UE
HOLDCO, LLC,

    a
Delaware limited liability company

    ULTIMATE
RESORT HOLDINGS, LLC,

    a
Delaware limited liability company

    PRIVATE
ESCAPES HOLDINGS, LLC,

    a
Delaware limited liability company

    ULTIMATE
ESCAPES CLUBS, LLC,

    a
Delaware limited liability company

    ULTIMATE
ESCAPES ELITE CLUB, LLC,

    a
Delaware limited liability company

    ULTIMATE
ESCAPES SIGNATURE CLUB, LLC,

    a
Delaware limited liability company

    ULTIMATE
ESCAPES PREMIERE CLUB, LLC,

    a Delaware limited liability
company


     

    Annex A
to

    Consolidated Amended and
Restated Loan and Security Agreement



    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    TABLE
OF CONTENTS

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                	 
      	 
      	 
      	
                                                                        Page

                                                                      
	 	 	 	 
	
                                                                        1.

                                                                      	
                                                                        INTERPRETATION
      OF THIS AGREEMENT

                                                                      	
                                                                        2

                                                                      
	 	 	 
	 
      	
                                                                        1.1

                                                                      	
                                                                        Terms
      Defined

                                                                      	
                                                                        2

                                                                      
	 
      	
                                                                        1.2

                                                                      	
                                                                        Directly
      or Indirectly

                                                                      	
                                                                        19

                                                                      
	 
      	
                                                                        1.3

                                                                      	
                                                                        Headings

                                                                      	
                                                                        19

                                                                      
	 
      	
                                                                        1.4

                                                                      	
                                                                        Accounting
      Principles

                                                                      	
                                                                        20

                                                                      
	 
      	
                                                                        1.5

                                                                      	
                                                                        Other
      Definition Provisions

                                                                      	
                                                                        20

                                                                      
	 	 	 
	
                                                                        2.

                                                                      	
                                                                        ADVANCES
      AND LOAN

                                                                      	
                                                                        20

                                                                      
	 	 	 
	 
      	
                                                                        2.1

                                                                      	
                                                                        Terms
      of the Loan

                                                                      	
                                                                        20

                                                                      
	 
      	
                                                                        2.2

                                                                      	
                                                                        The
      Loan; Rate of Interest; Receipt of Payments

                                                                      	
                                                                        23

                                                                      
	 
      	
                                                                        2.3

                                                                      	
                                                                        Mandatory
      Prepayments of Loan; Voluntary Prepayments of Loan

                                                                      	
                                                                        26

                                                                      
	 
      	
                                                                        2.4

                                                                      	
                                                                        Intentionally
      Omitted

                                                                      	
                                                                        29

                                                                      
	 
      	
                                                                        2.5

                                                                      	
                                                                        Exit
      Fee.  Upon the earlier of (i) the Maturity Date, or (ii) the
      date which (A) Borrowers terminate the Loan and this Agreement under
      Section 2.3(c) hereof, (B) Agent demands or Borrowers are otherwise
      required to make payment in full of the Obligations following the
      occurrence of an Event of Default, (C) a voluntary or involuntary Change
      in Management occurs, (D) any other voluntary or involuntary prepayment of
      the Obligations (other than a partial prepayment under Section 2.3(c)
      hereof or application of Repayment Amounts, insurance proceeds and/or
      Condemnation Compensation as contemplated herein) by Borrowers or any
      other Person occurs, whether by virtue of Agent’s exercising its remedies
      or otherwise, (E) Agent accelerates the Loan or makes any demand for
      payment of the Obligations, or (F) any payment or reduction of the
      outstanding balance of the Loan is made during a bankruptcy,
      reorganization or other proceeding or is made pursuant to any plan of
      reorganization or liquidation or any law providing relief to debtors ((i)
      and (ii) collectively, the “Exit Fee Date”), then, on or before the Exit
      Fee Date Borrower shall pay to Agent, as additional interest and not as a
      penalty, an exit fee in an amount equal to $1,650,000, which represents
      one and one-half of one percent (1.5%) of $110,000,000 (the “Exit
      Fee”)

                                                                      	
                                                                        29

                                                                      
	 
      	
                                                                        2.6

                                                                      	
                                                                        Intentionally
      Omitted

                                                                      	
                                                                        30

                                                                      
	 
      	
                                                                        2.7

                                                                      	
                                                                        Computation
      of Fees; Lawful Limits

                                                                      	
                                                                        30

                                                                      
	 
      	
                                                                        2.8

                                                                      	
                                                                        Intentionally
      Omitted

                                                                      	
                                                                        30

                                                                      
	 
      	
                                                                        2.9

                                                                      	
                                                                        Extension
      Term

                                                                      	
                                                                        30

                                                                      
	 
      	
                                                                        2.10

                                                                      	
                                                                        Taxes
      and Other Charges

                                                                      	
                                                                        31

                                                                      
	 
      	
                                                                        2.11

                                                                      	
                                                                        Borrower
      Representative; Reliance

                                                                      	
                                                                        31

                                                                      
	 
      	
                                                                        2.12

                                                                      	
                                                                        Payments
      by Agent; Protective Advances

                                                                      	
                                                                        32

                                                                      
	 
      	
                                                                        2.13

                                                                      	
                                                                        Late
      Fee

                                                                      	
                                                                        32

                                                                      


                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    Consolidated Amended and
Restated Loan and Security Agreement


    
      
         


      

      
        i

        
          

        

      

      
         


      

    

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          
                                                                            
                                                                              
                                                                                
                                                                                  
                                                                                    
                                                                                      
                                                                                        
                                                                                          
                                                                                            
                                                                                              
                                                                                                
                                                                                                  
                                                                                                    
                                                                                                      
                                                                                                        
                                                                                                          
                                                                                                            
                                                                                                              	
                                                                                                                      3.

                                                                                                                    	
                                                                                                                      COLLATERAL

                                                                                                                    	
                                                                                                                      33

                                                                                                                    
	 	 	 
	 
      	
                                                                                                                      3.1

                                                                                                                    	
                                                                                                                      Security

                                                                                                                    	
                                                                                                                      33

                                                                                                                    
	 
      	
                                                                                                                      3.2

                                                                                                                    	
                                                                                                                      Undertakings
      Regarding Collateral

                                                                                                                    	
                                                                                                                      35

                                                                                                                    
	 
      	
                                                                                                                      3.3

                                                                                                                    	
                                                                                                                      Financing
      Statements

                                                                                                                    	
                                                                                                                      36

                                                                                                                    
	 
      	
                                                                                                                      3.4

                                                                                                                    	
                                                                                                                      Location
      of Collateral; Books and Records

                                                                                                                    	
                                                                                                                      36

                                                                                                                    
	 
      	
                                                                                                                      3.5

                                                                                                                    	
                                                                                                                      Insurance
      of Collateral

                                                                                                                    	
                                                                                                                      36

                                                                                                                    
	 
      	
                                                                                                                      3.6

                                                                                                                    	
                                                                                                                      Condemnation

                                                                                                                    	
                                                                                                                      40

                                                                                                                    
	 
      	
                                                                                                                      3.7

                                                                                                                    	
                                                                                                                      Taxes
      Affecting Collateral

                                                                                                                    	
                                                                                                                      42

                                                                                                                    
	 
      	
                                                                                                                      3.8

                                                                                                                    	
                                                                                                                      Discharge
      of Liens Affecting Collateral

                                                                                                                    	
                                                                                                                      44

                                                                                                                    
	 
      	
                                                                                                                      3.9

                                                                                                                    	
                                                                                                                      Use
      of the Properties; Voting Rights of Borrowers

                                                                                                                    	
                                                                                                                      46

                                                                                                                    
	 
      	
                                                                                                                      3.10

                                                                                                                    	
                                                                                                                      Other
      Property Covenants

                                                                                                                    	
                                                                                                                      48

                                                                                                                    
	 
      	
                                                                                                                      3.11

                                                                                                                    	
                                                                                                                      Protection
      of Collateral; Assessments; Reimbursement

                                                                                                                    	
                                                                                                                      49

                                                                                                                    
	 
      	
                                                                                                                      3.12

                                                                                                                    	
                                                                                                                      Interest
      on Agent Paid Expenses

                                                                                                                    	
                                                                                                                      49

                                                                                                                    
	 
      	
                                                                                                                      3.13

                                                                                                                    	
                                                                                                                      Agent
      and Lender Responsibility

                                                                                                                    	
                                                                                                                      50

                                                                                                                    
	 
      	
                                                                                                                      3.14

                                                                                                                    	
                                                                                                                      Full
      Release of Collateral and Mortgages

                                                                                                                    	
                                                                                                                      50

                                                                                                                    
	 
      	
                                                                                                                      3.15

                                                                                                                    	
                                                                                                                      Substitution
      of Collateral and Mortgages

                                                                                                                    	
                                                                                                                      51

                                                                                                                    
	 	 	 
	
                                                                                                                      4.

                                                                                                                    	
                                                                                                                      REPRESENTATIONS
      AND WARRANTIES AND COVENANTS

                                                                                                                    	
                                                                                                                      51

                                                                                                                    
	 	 	 
	 
      	
                                                                                                                      4.1

                                                                                                                    	
                                                                                                                      Subsidiaries
      and Capital Structure

                                                                                                                    	
                                                                                                                      51

                                                                                                                    
	 
      	
                                                                                                                      4.2

                                                                                                                    	
                                                                                                                      Borrowers

                                                                                                                    	
                                                                                                                      51

                                                                                                                    
	 
      	
                                                                                                                      4.3

                                                                                                                    	
                                                                                                                      Business
      and Property

                                                                                                                    	
                                                                                                                      52

                                                                                                                    
	 
      	
                                                                                                                      4.4

                                                                                                                    	
                                                                                                                      Financial
      Statements

                                                                                                                    	
                                                                                                                      52

                                                                                                                    
	 
      	
                                                                                                                      4.5

                                                                                                                    	
                                                                                                                      Full
      Disclosure

                                                                                                                    	
                                                                                                                      52

                                                                                                                    
	 
      	
                                                                                                                      4.6

                                                                                                                    	
                                                                                                                      Pending
      Litigation

                                                                                                                    	
                                                                                                                      52

                                                                                                                    
	 
      	
                                                                                                                      4.7

                                                                                                                    	
                                                                                                                      Title
      to Properties

                                                                                                                    	
                                                                                                                      52

                                                                                                                    
	 
      	
                                                                                                                      4.8

                                                                                                                    	
                                                                                                                      Trademarks,
      Licenses and Permits

                                                                                                                    	
                                                                                                                      52

                                                                                                                    
	 
      	
                                                                                                                      4.9

                                                                                                                    	
                                                                                                                      Transaction
      Is Legal and Authorized

                                                                                                                    	
                                                                                                                      52

                                                                                                                    
	 
      	
                                                                                                                      4.10

                                                                                                                    	
                                                                                                                      No
      Defaults

                                                                                                                    	
                                                                                                                      53

                                                                                                                    
	 
      	
                                                                                                                      4.11

                                                                                                                    	
                                                                                                                      Governmental
      Consent

                                                                                                                    	
                                                                                                                      53

                                                                                                                    
	 
      	
                                                                                                                      4.12

                                                                                                                    	
                                                                                                                      Taxes

                                                                                                                    	
                                                                                                                      53

                                                                                                                    
	 
      	
                                                                                                                      4.13

                                                                                                                    	
                                                                                                                      Use
      of Proceeds

                                                                                                                    	
                                                                                                                      53

                                                                                                                    
	 
      	
                                                                                                                      4.14

                                                                                                                    	
                                                                                                                      Compliance
      with Law

                                                                                                                    	
                                                                                                                      54

                                                                                                                    
	 
      	
                                                                                                                      4.15

                                                                                                                    	
                                                                                                                      Restrictions
      of Borrowers

                                                                                                                    	
                                                                                                                      54

                                                                                                                    
	 
      	
                                                                                                                      4.16

                                                                                                                    	
                                                                                                                      Brokers’
      Fees

                                                                                                                    	
                                                                                                                      54

                                                                                                                    
	 
      	
                                                                                                                      4.17

                                                                                                                    	
                                                                                                                      Deferred
      Compensation Plans

                                                                                                                    	
                                                                                                                      54

                                                                                                                    
	 
      	
                                                                                                                      4.18

                                                                                                                    	
                                                                                                                      Labor
      Relations

                                                                                                                    	
                                                                                                                      54

                                                                                                                    
	 
      	
                                                                                                                      4.19

                                                                                                                    	
                                                                                                                      Validity
      of Liens Granted to Agent

                                                                                                                    	
                                                                                                                      55

                                                                                                                    
	 
      	
                                                                                                                      4.20

                                                                                                                    	
                                                                                                                      Solvency

                                                                                                                    	
                                                                                                                      55

                                                                                                                    
	 
      	
                                                                                                                      4.21

                                                                                                                    	
                                                                                                                      Club
      Regime

                                                                                                                    	
                                                                                                                      55

                                                                                                                    
	 
      	
                                                                                                                      4.22

                                                                                                                    	
                                                                                                                      Sale
      of Membership Interests

                                                                                                                    	
                                                                                                                      55

                                                                                                                    
	 
      	
                                                                                                                      4.23

                                                                                                                    	
                                                                                                                      Indebtedness

                                                                                                                    	
                                                                                                                      56

                                                                                                                    
	 
      	
                                                                                                                      4.24

                                                                                                                    	
                                                                                                                      Property-Related
      Contracts

                                                                                                                    	
                                                                                                                      56

                                                                                                                    
	 	4.25 	Single
      Asset Real Estate.  Each Borrower represents that each Property
      will be used only as a vacation home held for lease, and will not be used
      as a permanent residence. Each Borrower represents that each Property
      generates substantially all of the gross income of the Borrower that owns
      such Property, and Borrowers conduct no substantial business other than
      the business of owning and operating its Property and activities
      incidental thereto.  No Borrower shall conduct any business
      activity that would disqualify such Borrower’s Property from having a
      “single asset real estate” status as defined by Section 101 (51)(B) of the
      Bankruptcy Code (a “SARE”), and it is the express intent of the Borrowers
      that each Property be classified as a SARE	 56


                                                                                                            

                                                                                                          

                                                                                                        

                                                                                                      

                                                                                                    

                                                                                                  

                                                                                                

                                                                                              

                                                                                            

                                                                                          

                                                                                        

                                                                                      

                                                                                    

                                                                                  

                                                                                

                                                                              

                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    Consolidated Amended and
Restated Loan and Security Agreement


    
      
         


      

      
        ii

        
          

        

      

      
         


      

    

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          
                                                                            
                                                                              
                                                                                
                                                                                  
                                                                                    
                                                                                      
                                                                                        
                                                                                          
                                                                                            
                                                                                              
                                                                                                
                                                                                                  
                                                                                                    
                                                                                                      	
                                                                                                              5.

                                                                                                            	
                                                                                                              CONDITIONS
      PRECEDENT TO INITIAL ADVANCE

                                                                                                            	
                                                                                                              56

                                                                                                            
	 	 	 
	 
      	
                                                                                                              5.1

                                                                                                            	
                                                                                                              Opinions
      of Counsel

                                                                                                            	
                                                                                                              56

                                                                                                            
	 
      	
                                                                                                              5.2

                                                                                                            	
                                                                                                              Warranties
      and Representations True as of Closing Date

                                                                                                            	
                                                                                                              56

                                                                                                            
	 
      	
                                                                                                              5.3

                                                                                                            	
                                                                                                              Compliance
      with this Agreement

                                                                                                            	
                                                                                                              56

                                                                                                            
	 
      	
                                                                                                              5.4

                                                                                                            	
                                                                                                              Borrowers’
      Certificates; Good-Standing Certificates

                                                                                                            	
                                                                                                              57

                                                                                                            
	 
      	
                                                                                                              5.5

                                                                                                            	
                                                                                                              Uniform
      Commercial Code Financing Statements

                                                                                                            	
                                                                                                              57

                                                                                                            
	 
      	
                                                                                                              5.6

                                                                                                            	
                                                                                                              Assignment
      of Property-Related Contracts

                                                                                                            	
                                                                                                              57

                                                                                                            
	 
      	
                                                                                                              5.7

                                                                                                            	
                                                                                                              Hazardous
      Substance Indemnity Agreement

                                                                                                            	
                                                                                                              58

                                                                                                            
	 
      	
                                                                                                              5.8

                                                                                                            	
                                                                                                              Assignment
      of Membership Interest

                                                                                                            	
                                                                                                              58

                                                                                                            
	 
      	
                                                                                                              5.9

                                                                                                            	
                                                                                                              Expenses

                                                                                                            	
                                                                                                              58

                                                                                                            
	 
      	
                                                                                                              5.10

                                                                                                            	
                                                                                                              Mortgage
      Amendments

                                                                                                            	
                                                                                                              58

                                                                                                            
	 
      	
                                                                                                              5.11

                                                                                                            	
                                                                                                              Casualty
      Insurance

                                                                                                            	
                                                                                                              58

                                                                                                            
	 
      	
                                                                                                              5.12

                                                                                                            	
                                                                                                              Taxes

                                                                                                            	
                                                                                                              58

                                                                                                            
	 
      	
                                                                                                              5.13

                                                                                                            	
                                                                                                              Inspection

                                                                                                            	
                                                                                                              58

                                                                                                            
	 
      	
                                                                                                              5.14

                                                                                                            	
                                                                                                              Delivery
      of:

                                                                                                            	
                                                                                                              59

                                                                                                            
	 
      	
                                                                                                              5.15

                                                                                                            	
                                                                                                              Proceedings
      Satisfactory

                                                                                                            	
                                                                                                              59

                                                                                                            
	 
      	
                                                                                                              5.16

                                                                                                            	
                                                                                                              Guaranties
      and Guarantor Security Agreement

                                                                                                            	
                                                                                                              59

                                                                                                            
	 
      	
                                                                                                              5.17

                                                                                                            	
                                                                                                              JDI
      Approval

                                                                                                            	
                                                                                                              60

                                                                                                            
	 
      	
                                                                                                              5.18

                                                                                                            	
                                                                                                              Intentionally
      Omitted

                                                                                                            	
                                                                                                              60

                                                                                                            
	 
      	
                                                                                                              5.19

                                                                                                            	
                                                                                                              Bahamian
      Borrowers

                                                                                                            	
                                                                                                              60

                                                                                                            
	 
      	
                                                                                                              5.20

                                                                                                            	
                                                                                                              Member
      Assurance Program

                                                                                                            	
                                                                                                              60

                                                                                                            
	 
      	
                                                                                                              5.21

                                                                                                            	
                                                                                                              Contribution
      Agreement

                                                                                                            	
                                                                                                              60

                                                                                                            
	 
      	
                                                                                                              5.22

                                                                                                            	
                                                                                                              Intercompany
      Lease

                                                                                                            	
                                                                                                              60

                                                                                                            
	 	 	 
	
                                                                                                              6.

                                                                                                            	
                                                                                                              SUBSEQUENT
      ADVANCES CLOSING CONDITIONS

                                                                                                            	
                                                                                                              60

                                                                                                            
	 	 	 
	 
      	
                                                                                                              6.1

                                                                                                            	
                                                                                                              Special
      Submissions

                                                                                                            	
                                                                                                              60

                                                                                                            
	 
      	
                                                                                                              6.2

                                                                                                            	
                                                                                                              Requests
      for Subsequent Revolving Advance

                                                                                                            	
                                                                                                              64

                                                                                                            
	 
      	
                                                                                                              6.3

                                                                                                            	
                                                                                                              Defaults;
      Expenses; Miscellaneous

                                                                                                            	
                                                                                                              64

                                                                                                            
	 
      	
                                                                                                              6.4

                                                                                                            	
                                                                                                              Disbursements

                                                                                                            	
                                                                                                              65

                                                                                                            
	 
      	
                                                                                                              6.5

                                                                                                            	
                                                                                                              Proceedings
      Satisfactory

                                                                                                            	
                                                                                                              65

                                                                                                            
	 
      	
                                                                                                              6.6

                                                                                                            	
                                                                                                              Property
      Substitution.  After giving effect to any Property Substitution,
      Borrowers must be in compliance with the Borrowing Base

                                                                                                            	
                                                                                                              65

                                                                                                            
	 	 	 
	
                                                                                                              7.

                                                                                                            	
                                                                                                              COVENANTS

                                                                                                            	
                                                                                                              65

                                                                                                            
	 	 	 
	 
      	
                                                                                                              7.1

                                                                                                            	
                                                                                                              Payment
      of Taxes and Claims

                                                                                                            	
                                                                                                              65

                                                                                                            
	 
      	
                                                                                                              7.2

                                                                                                            	
                                                                                                              Maintenance
      of Properties; Borrowers Existence; Indebtedness; Liens;
      Business

                                                                                                            	
                                                                                                              66

                                                                                                            
	 
      	
                                                                                                              7.3

                                                                                                            	
                                                                                                              Payment
      of the Loan and Maintenance of Office

                                                                                                            	
                                                                                                              68

                                                                                                            


                                                                                                    

                                                                                                  

                                                                                                

                                                                                              

                                                                                            

                                                                                          

                                                                                        

                                                                                      

                                                                                    

                                                                                  

                                                                                

                                                                              

                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    Consolidated Amended and
Restated Loan and Security Agreement


    
      
         


      

      
        iii

        
          

        

      

      
         


      

    

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          
                                                                            
                                                                              
                                                                                
                                                                                  
                                                                                    
                                                                                      
                                                                                        
                                                                                          
                                                                                            
                                                                                              
                                                                                                
                                                                                                  
                                                                                                    
                                                                                                      
                                                                                                        
                                                                                                          
                                                                                                            
                                                                                                              
                                                                                                                	 
      	
                                                                                                                        7.4

                                                                                                                      	
                                                                                                                        Sale
      of Properties

                                                                                                                      	
                                                                                                                        68

                                                                                                                      
	 
      	
                                                                                                                        7.5

                                                                                                                      	
                                                                                                                        Consolidation
      and Merger

                                                                                                                      	
                                                                                                                        68

                                                                                                                      
	 
      	
                                                                                                                        7.6

                                                                                                                      	
                                                                                                                        Guaranties

                                                                                                                      	
                                                                                                                        68

                                                                                                                      
	 
      	
                                                                                                                        7.7

                                                                                                                      	
                                                                                                                        Distributions

                                                                                                                      	
                                                                                                                        69

                                                                                                                      
	 
      	
                                                                                                                        7.8

                                                                                                                      	
                                                                                                                        Compliance
      with Environmental Laws

                                                                                                                      	
                                                                                                                        70

                                                                                                                      
	 
      	
                                                                                                                        7.9

                                                                                                                      	
                                                                                                                        Transactions
      with Affiliates

                                                                                                                      	
                                                                                                                        71

                                                                                                                      
	 
      	
                                                                                                                        7.10

                                                                                                                      	
                                                                                                                        Use
      of Agent Name

                                                                                                                      	
                                                                                                                        71

                                                                                                                      
	 
      	
                                                                                                                        7.11

                                                                                                                      	
                                                                                                                        Subordinated
      Obligations

                                                                                                                      	
                                                                                                                        71

                                                                                                                      
	 
      	
                                                                                                                        7.12

                                                                                                                      	
                                                                                                                        Notice
      of Legal Proceedings

                                                                                                                      	
                                                                                                                        71

                                                                                                                      
	 
      	
                                                                                                                        7.13

                                                                                                                      	
                                                                                                                        Further
      Assurances

                                                                                                                      	
                                                                                                                        72

                                                                                                                      
	 
      	
                                                                                                                        7.14

                                                                                                                      	
                                                                                                                        Financial
      Statements; Reports

                                                                                                                      	
                                                                                                                        72

                                                                                                                      
	 
      	
                                                                                                                        7.15

                                                                                                                      	
                                                                                                                        Officer’s
      Certificate

                                                                                                                      	
                                                                                                                        74

                                                                                                                      
	 
      	
                                                                                                                        7.16

                                                                                                                      	
                                                                                                                        Inspection

                                                                                                                      	
                                                                                                                        75

                                                                                                                      
	 
      	
                                                                                                                        7.17

                                                                                                                      	
                                                                                                                        Memberships

                                                                                                                      	
                                                                                                                        75

                                                                                                                      
	 
      	
                                                                                                                        7.18

                                                                                                                      	
                                                                                                                        Assessments

                                                                                                                      	
                                                                                                                        75

                                                                                                                      
	 
      	
                                                                                                                        7.19

                                                                                                                      	
                                                                                                                        Deposit
      Accounts

                                                                                                                      	
                                                                                                                        76

                                                                                                                      
	 
      	
                                                                                                                        7.20

                                                                                                                      	
                                                                                                                        Debt
      Coverage

                                                                                                                      	
                                                                                                                        76

                                                                                                                      
	 
      	
                                                                                                                        7.21

                                                                                                                      	
                                                                                                                        Leverage
      Ratio

                                                                                                                      	
                                                                                                                        76

                                                                                                                      
	 
      	
                                                                                                                        7.22

                                                                                                                      	
                                                                                                                        Deposits

                                                                                                                      	
                                                                                                                        76

                                                                                                                      
	 
      	
                                                                                                                        7.23

                                                                                                                      	
                                                                                                                        Inventory
      Balance Ratio

                                                                                                                      	
                                                                                                                        76

                                                                                                                      
	 
      	
                                                                                                                        7.24

                                                                                                                      	
                                                                                                                        Club
      Membership Plans

                                                                                                                      	
                                                                                                                        76

                                                                                                                      
	 
      	
                                                                                                                        7.25

                                                                                                                      	
                                                                                                                        Triggering
      Event

                                                                                                                      	
                                                                                                                        77

                                                                                                                      
	 
      	
                                                                                                                        7.26

                                                                                                                      	
                                                                                                                        Net
      Income (Loss)

                                                                                                                      	
                                                                                                                        77

                                                                                                                      
	 
      	
                                                                                                                        7.27

                                                                                                                      	
                                                                                                                        Special
      Purpose Entity

                                                                                                                      	
                                                                                                                        78

                                                                                                                      
	 
      	
                                                                                                                        7.28

                                                                                                                      	
                                                                                                                        Debt
      Ratio

                                                                                                                      	
                                                                                                                        80

                                                                                                                      
	 
      	
                                                                                                                        7.29

                                                                                                                      	
                                                                                                                        Observation
      Rights

                                                                                                                      	
                                                                                                                        80

                                                                                                                      
	 
      	
                                                                                                                        7.30

                                                                                                                      	
                                                                                                                        Intentionally
      Omitted

                                                                                                                      	
                                                                                                                        80

                                                                                                                      
	 
      	
                                                                                                                        7.31

                                                                                                                      	
                                                                                                                        Foreign
      Property

                                                                                                                      	
                                                                                                                        80

                                                                                                                      
	 
      	
                                                                                                                        7.32

                                                                                                                      	
                                                                                                                        Updated
      Appraisals

                                                                                                                      	
                                                                                                                        80

                                                                                                                      
	 
      	
                                                                                                                        7.33

                                                                                                                      	
                                                                                                                        Clubs

                                                                                                                      	
                                                                                                                        80

                                                                                                                      
	 
      	
                                                                                                                        7.34

                                                                                                                      	
                                                                                                                        PE
      Resigning Members

                                                                                                                      	
                                                                                                                        80

                                                                                                                      
	 	 	 
	
                                                                                                                        8.

                                                                                                                      	
                                                                                                                        EVENTS
      OF DEFAULT

                                                                                                                      	
                                                                                                                        80

                                                                                                                      
	 	 	 
	 
      	
                                                                                                                        8.1

                                                                                                                      	
                                                                                                                        Default

                                                                                                                      	
                                                                                                                        80

                                                                                                                      
	 
      	
                                                                                                                        8.2

                                                                                                                      	
                                                                                                                        Default
      Remedies

                                                                                                                      	
                                                                                                                        83

                                                                                                                      
	 	 	 
	
                                                                                                                        9.

                                                                                                                      	
                                                                                                                        REVIVAL
      OF OBLIGATIONS AND LIENS

                                                                                                                      	
                                                                                                                        86

                                                                                                                      
	 	 	 
	
                                                                                                                        10.

                                                                                                                      	
                                                                                                                        MISCELLANEOUS

                                                                                                                      	
                                                                                                                        86

                                                                                                                      
	 	 	 
	 
      	
                                                                                                                        10.1

                                                                                                                      	
                                                                                                                        Governing
      Law

                                                                                                                      	
                                                                                                                        86

                                                                                                                      
	 
      	
                                                                                                                        10.2

                                                                                                                      	
                                                                                                                        Expenses
      and Closing Fees

                                                                                                                      	
                                                                                                                        86

                                                                                                                      
	 
      	
                                                                                                                        10.3

                                                                                                                      	
                                                                                                                        Parties,
      Successors and Assigns

                                                                                                                      	
                                                                                                                        87

                                                                                                                      
	 
      	
                                                                                                                        10.4

                                                                                                                      	
                                                                                                                        Notices

                                                                                                                      	
                                                                                                                        90

                                                                                                                      
	 
      	
                                                                                                                        10.5

                                                                                                                      	
                                                                                                                        Total
      Agreement

                                                                                                                      	
                                                                                                                        90

                                                                                                                      
	 
      	
                                                                                                                        10.6

                                                                                                                      	
                                                                                                                        Survival

                                                                                                                      	
                                                                                                                        91

                                                                                                                      
	 
      	
                                                                                                                        10.7

                                                                                                                      	
                                                                                                                        Litigation

                                                                                                                      	
                                                                                                                        91

                                                                                                                      
	 
      	
                                                                                                                        10.8

                                                                                                                      	
                                                                                                                        Power
      of Attorney; Substitution

                                                                                                                      	
                                                                                                                        92

                                                                                                                      


                                                                                                              

                                                                                                            

                                                                                                          

                                                                                                        

                                                                                                      

                                                                                                    

                                                                                                  

                                                                                                

                                                                                              

                                                                                            

                                                                                          

                                                                                        

                                                                                      

                                                                                    

                                                                                  

                                                                                

                                                                              

                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    Consolidated Amended and
Restated Loan and Security Agreement



    
      
         


      

      
        iv

        
          

        

      

      
         


      

    

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                	 
      	
                                                                        10.9

                                                                      	
                                                                        Survival
      of Indemnities

                                                                      	
                                                                        92

                                                                      
	 
      	
                                                                        10.10

                                                                      	
                                                                        Conflicting
      Obligations; Rights and Remedies

                                                                      	
                                                                        92

                                                                      
	 
      	
                                                                        10.11

                                                                      	
                                                                        Duplicate
      Originals, Execution in Counterpart

                                                                      	
                                                                        92

                                                                      
	 
      	
                                                                        10.12

                                                                      	
                                                                        No
      Joint Venture

                                                                      	
                                                                        92

                                                                      
	 
      	
                                                                        10.13

                                                                      	
                                                                        Indemnity

                                                                      	
                                                                        93

                                                                      
	 
      	
                                                                        10.14

                                                                      	
                                                                        Release

                                                                      	
                                                                        94

                                                                      
	 
      	
                                                                        10.15

                                                                      	
                                                                        Custodian

                                                                      	
                                                                        94

                                                                      
	 
      	
                                                                        10.16

                                                                      	
                                                                        Confidentiality
      and Publicity

                                                                      	
                                                                        94

                                                                      
	 
      	
                                                                        10.17

                                                                      	
                                                                        Amendment
      and Waivers

                                                                      	
                                                                        95

                                                                      
	 
      	
                                                                        10.18

                                                                      	
                                                                        Consents

                                                                      	
                                                                        96

                                                                      
	 
      	
                                                                        10.19

                                                                      	
                                                                        Appointment
      of Servicer

                                                                      	
                                                                        96

                                                                      
	 
      	
                                                                        10.20

                                                                      	
                                                                        Characterization
      of Certain Payments as Interest

                                                                      	
                                                                        96

                                                                      
	 
      	
                                                                        10.21

                                                                      	
                                                                        Joint
      and Several Liability

                                                                      	
                                                                        97

                                                                      
	 
      	
                                                                        10.22

                                                                      	
                                                                        Cross-Guaranty

                                                                      	
                                                                        100

                                                                      
	 
      	
                                                                        10.23

                                                                      	
                                                                        Joinder

                                                                      	
                                                                        102

                                                                      
	 
      	
                                                                        10.24

                                                                      	
                                                                        Consolidation,
      Amendment and Restatement

                                                                      	
                                                                        103

                                                                      
	 	 	 
	
                                                                        11.

                                                                      	
                                                                        AGENCY
      PROVISIONS

                                                                      	
                                                                        103

                                                                      
	 	 	 
	 
      	
                                                                        11.1

                                                                      	
                                                                        Agent

                                                                      	
                                                                        103

                                                                      
	 
      	
                                                                        11.2

                                                                      	
                                                                        Consents

                                                                      	
                                                                        108

                                                                      
	 
      	
                                                                        11.3

                                                                      	
                                                                        Set
      Off and Sharing of Payments

                                                                      	
                                                                        109

                                                                      
	 
      	
                                                                        11.4

                                                                      	
                                                                        Disbursement
      of Funds

                                                                      	
                                                                        109

                                                                      
	 
      	
                                                                        11.5

                                                                      	
                                                                        Settlements;
      Payments and Information

                                                                      	
                                                                        110

                                                                      
	 
      	
                                                                        11.6

                                                                      	
                                                                        Dissemination
      of Information

                                                                      	
                                                                        111

                                                                      


                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
        	
                Schedule A

              	
                —

              	
                Lender’s
      Payment Instructions

              
	 	 	 
	
                Schedule 1

              	
                —

              	
                Description
      of Clubs

              
	
                Schedule
      2-1

              	
                —

              	
                Description
      of Club Membership Plans

              
	
                Schedule
      2-2

              	
                —

              	
                Copies
      of Club Membership Plans

              
	
                Schedule 3

              	
                —

              	
                Owners’
      Salaries and Bonuses

              
	
                Schedule 4

              	
                —

              	
                Rules
      and Regulations

              
	
                Schedule 5

              	
                —

              	
                Deferred
      Compensation Plan

              
	
                Schedule 6

              	
                —

              	
                Intentionally
      Omitted

              
	
                Schedule 7

              	
                —

              	
                Property-Related
      Contracts

              
	
                Schedule 8

              	
                —

              	
                Managers
      and Members of Borrowers and Affiliates

              
	
                Schedule 9

              	
                —

              	
                General
      Business Description

              
	
                Schedule 10

              	
                —

              	
                Litigation

              
	
                Schedule 11

              	
                —

              	
                Compensation
      Payable to Brokers

              
	
                Schedule 12

              	
                —

              	
                Payment
      Instructions

              
	
                Schedule 13

              	
                —

              	
                Address
      of Borrowers for Notices

              
	
                Schedule 14

              	
                —

              	
                Address
      of Lender for Notices

              
	
                Schedule 15

              	
                —

              	
                Property

              
	
                Schedule
      16

              	
                —

              	
                Owners

              
	
                Schedule
      17

              	
                —

              	
                Transactions
      with Affiliates

              


      

    

     

    Consolidated Amended and
Restated Loan and Security Agreement


    
      
         


      

      
        v

        
          

        

      

      
         


      

    

    


    
      	
              Schedule
      18

            	
              —

            	
              Form
      of Leases

            
	
              Schedule
      19

            	
              —

            	
              Intentionally
      Omitted

            
	
              Schedule
      20

            	
              —

            	
              Mortgage
      Amendments

            
	
              Schedule
      21

            	
              —

            	
              Intentionally
      Omitted

            
	
              Schedule
      22

            	
              —

            	
              Assignment
      of Ownership Interest

            
	
              Schedule
      4.13

            	
              —

            	
              Approved
      Integration Costs and Expenses

            
	 
      	 
      	 
      
	
              Exhibit A

            	
              —

            	
              Form
      of Assumption and Joinder Agreement

            
	
              Exhibit B

            	
              —

            	
              Form
      of Intercompany Lease

            
	
              Exhibit C

            	
              —

            	
              Form
      of Initial Revolving Advance Request

            
	
              Exhibit D

            	
              —

            	
              Form
      of Subsequent Revolving Advance Request

            
	
              Exhibit E

            	
              —

            	
              Form
      of Note

            
	
              Exhibit
      F

            	
              —

            	
              Form
      of Mortgage Amendment

            


    

     

    Consolidated Amended and
Restated Loan and Security Agreement


    
      
         


      

      
        vi

        
          

        

      

      
         


      

    

     

    GUARANTOR
CONSENT

     

    Each of
the undersigned hereby consents to and ratifies the terms and conditions of the
foregoing Consolidated Amended and Restated Loan and Security Agreement, and
acknowledges that its guaranty agreement is in full force and effect, that it
has no defense, counterclaim, set-off or any other claim to diminish its
liability under such document, that its consent is not required to the
effectiveness of the within and foregoing document, and that no consent by it is
required for the effectiveness of any future amendment, modification,
forbearance or other action with respect to the Loan, the Obligations, the
Collateral, or any of the Loan Documents.

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      	 
      	
                                              Guarantors:

                                            
	 
      	 
      
	 
      	
                                              ULTIMATE
      RESORT, LLC,

                                            
	 
      	
                                              a
      Florida limited liability company

                                            
	 
      	 
      
	 
      	
                                              By:

                                            	
                                              JIM
      TOUSIGNANT,

                                            
	 
      	 
      	
                                              its
      Sole Class A Member

                                            
	 
      	 
      
	 
      	
                                              By:

                                            	
                                              /s/
      James Tousignant

                                            
	 	Name: 	James
      Tousignant  
	 
      	 
      
	 
      	
                                              ULTIMATE
      RESORT HOLDINGS, LLC,

                                            
	 
      	
                                              a
      Delaware limited liability company

                                            
	 
      	 
      
	 
      	
                                              By:

                                            	
                                              /s/
      Philip Callaghan

                                            
	 	Name: 	Philip
      Callaghan 
	 	Title:	
                                              Senior
      Vice President and Chief Financial

                                            
	 
      	
                                              Officer

                                            
	 
      	 
      
	 
      	
                                              PRIVATE
      ESCAPES HOLDINGS, LLC,

                                            
	 
      	
                                              a
      Delaware limited liability company

                                            
	 
      	 
      
	 
      	
                                              By:

                                            	
                                              /s/
      Richard Keith

                                            
	 	Name:	Richard
      Keith 
	 	Title: 	President and Chief
      Executive
Officer 


                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    


    Consolidated
Amended and Restated Loan and Security Agreement



    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              	 
      	
                                      UE
      HOLDCO, LLC,

                                    
	 
      	
                                      a
      Delaware limited liability company

                                    
	 
      	
                                      UE
      MEMBER, LLC,

                                    
	 
      	
                                      a
      Delaware limited liability company

                                    
	 
      	
                                      ULTIMATE
      ESCAPES CLUBS, LLC,

                                    
	 
      	
                                      a
      Delaware limited liability company

                                    
	 
      	 
      
	 
      	
                                      By:

                                    	
                                      ULTIMATE
      ESCAPES HOLDINGS, LLC

                                    
	 
      	 
      	
                                      a
      Delaware limited liability company,

                                    
	 
      	 
      
	 
      	 
      	
                                      By:

                                    	
                                      /s/ Philip Callaghan

                                    
	 	 	Name:	Philip
      Callaghan 
	 	 	Title: 	Senior
      Vice President and Chief 
	 
      	 
      	
                                      Financial
      Officer 

                                    
	 
      	 
      
	 
      	
                                      ULTIMATE
      ESCAPES ELITE CLUB, LLC,

                                    
	 
      	
                                      a
      Delaware limited liability company

                                    
	 
      	
                                      ULTIMATE
      ESCAPES SIGNATURE CLUB, LLC, a Delaware limited liability
      company

                                    
	 
      	
                                      ULTIMATE
      ESCAPES PREMIERE CLUB, LLC, a Delaware limited liability
      company

                                    
	 
      	 
      
	 
      	
                                      By:

                                    	
                                      ULTIMATE
      ESCAPES CLUBS, LLC,

                                    
	 
      	 
      	 
      
	 
      	
                                      By:

                                    	
                                      ULTIMATE
      ESCAPES HOLDINGS, LLC

                                    
	 
      	 
      	
                                      a
      Delaware limited liability company,

                                    
	 	 	 


                            

                          

                        

                      

                    

                  

                

              

            

            
              
                
                  
                    
                      
                        
                          	 
      	 
      	
                                  By:

                                	
                                  /s/ Philip Callaghan

                                
	 	 	Name:	Philip
      Callaghan 
	 	 	Title:	Senior
      Vice President and Chief 
	 
      	 
      	
                                  Financial
      Officer 

                                


                        

                      

                    

                  

                

              

            

          

        

      

    

     

    Consolidated
Amended and Restated Loan and Security Agreement


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    FIRST AMENDMENT TO
CONSOLIDATED AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT AND LIMITED
WAIVER

     

    THIS
FIRST AMENDMENT TO CONSOLIDATED AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
AND LIMITED WAIVER (this “Agreement”),
is made as of October 29, 2009, by each of the entities listed on Schedule A attached
hereto (individually and
collectively the “Borrowers”)
in favor of CapitalSource Finance LLC, as administrative, payment and collateral
agent for the benefit of itself and the other Lenders (as hereinafter defined)
(in such capacities, “Agent”),
CapitalSource Bahamas LLC, a Delaware limited liability company, as collateral
agent for the benefit of itself, Agent and the other Lenders (as hereinafter
defined) (in such capacity, “Bahamian
Collateral Agent”),
and the other Lenders (as hereinafter defined) in respect of, and pursuant to,
the terms of that certain Consolidated Amended and Restated Loan and Security
Agreement, dated as of September 15, 2009, among each Borrower, Agent, Bahamian
Collateral Agent and the lenders party thereto (individually and collectively,
“Lenders”),
as modified by this Agreement (as it may be modified or amended to date or
hereafter, the “Loan
Agreement”).  Capitalized terms used herein, but not expressly
defined herein, shall have the meanings given to such terms in the Loan
Agreement.

     

    A.           Amendments
to Loan Agreement

     

    1.           Amendment to Section
1.  Effective as of the Effective Date, the definition of
“Change in Management” set forth in Section 1 of the Loan
Agreement is hereby amended and restated in its entirety as
follows:

     

    “Change in
Management— means (i) that Ultimate Resort shall cease to own at
least fifty-one percent (51.00%) (unless otherwise agreed to by Agent) of the
voting power of all classes of Voting Equity or other equity interests of
Ultimate Holdings, (ii) that the PE Owners shall cease to own at least fifty-one
percent (51.00%) (unless otherwise agreed to by Agent) of the voting power of
all classes of Voting Equity or other equity interests of Private Escapes, (iii)
(A) at any time prior to the date of consummation of the JDI Exchange
Transaction, that Ultimate Holdings shall cease to own fifty-one percent
(51.00%) (unless otherwise agreed to by Agent) of the voting power of all
classes of Voting Equity or other equity interests of Holdings, and (B) at any
time on or after the date of consummation of the JDI Exchange Transaction, that
Ultimate Holdings shall cease to own thirty percent (30.0%) (unless otherwise
agreed to by Agent) of the voting power of all classes of Voting Equity or other
equity interests of Holdings, (iv) that Holdings shall cease to own
(A) directly or indirectly, one hundred percent (100%) (unless otherwise
agreed to by Agent) of the voting power of all classes of Voting Equity or other
equity interests of UE Holdco, LLC and each other Borrower and Guarantor other
than Holdings, Ultimate Holdings, Ultimate Resort, Private Escapes and the
Individual Guarantors, or (B) directly or indirectly, one hundred percent (100%)
of the voting power of all classes of Voting Equity or other equity interests of
any Person which shall have managerial and/or supervisory operational
responsibilities in respect of any Club, a Unit or any Property (other than any
third-party property management companies), (v) that UE Holdco, LLC shall cease
to own directly one hundred percent (100%) of all equity interests (including
the voting power of all classes of Voting Equity) of UE Member, LLC,
(vi) that UE Member, LLC shall cease to own directly one hundred percent
(100%) of all equity interests (including the voting power of all classes of
Voting Equity) of each Borrower other than Holdings and P&J Partners, LLC,
(vii) James Tousignant shall cease to own, directly, at least fifty and
01/100th (50.01%) of the voting power of all classes of Voting Equity of
Ultimate Resort without the prior written consent of Agent, which may be
withheld by Agent in its sole discretion, (viii) that Ultimate Nevis, LLC shall
cease to own directly one hundred percent (100%) of all equity interests
(including the voting power of all classes of Voting Equity) of Private Retreats
Paradiso, Ltd. and that Private Retreats Paradiso, Ltd. shall cease to own one
hundred percent (100%) of all equity interests (including the voting power of
all classes of Voting Equity) of The Century Corporation Ltd., (ix) James
Tousignant is no longer responsible for the day to day operations and management
of the Clubs or (x) a change in the majority of directors (or the equivalent of
directors) of Holdings, unless approved by the then majority of directors (or
the equivalent of directors) of Holdings.  Notwithstanding the
foregoing, any Ultimate Owner may transfer all or any part of such Ultimate
Owner’s Voting Equity or other equity interests of Ultimate Holdings to any
other Ultimate Owner, and any PE Owner may transfer all or any part of such PE
Owner’s Voting Equity or other equity interests of Private Escapes to any other
PE Owner.”

     

    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    2.           Amendment to Section
1.  Effective as of the Effective Date, the definition of “JDI
Junior Loan” set forth in Section 1 of the Loan
Agreement is hereby amended and restated in its entirety as
follows:

     

    “JDI Junior
Loan—means that certain loan entered into concurrently with the Ultimate
Loan Agreement between JDI, Borrowers and certain of the Guarantors
(specifically excluding UE Holdco, LLC and UE Member, LLC) in the original
principal amount of $10,000,000, as such loan may be assigned by JDI in
accordance with the terms of the Intercreditor Agreement, which loan and any
security interests and Liens related thereto shall be at all times and in all
respects subordinate to the Loan and the Loan Documents, and any Lien securing
any obligation hereunder and thereunder, as and to the extent set forth in the
Intercreditor Agreement or any other intercreditor and subordination agreement
executed by any successor to JDI in accordance with the terms of the
Intercreditor Agreement.”

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

       

    

    3.           Amendment to Section
1.  Effective as of the Effective Date, Section 1 of the Loan
Agreement is hereby amended to add the following definition of “JDI Exchange
Transaction” therein in correct alphabetical order:

     

    “JDI Exchange
Transaction— means (x) the assignment by JDI to Ultimate Holdings of all
of JDI’s right, title and interest in (i) the JDI Junior Loan and (ii) all
membership interests of Ultimate Holdings owned by JDI, in exchange for (y) the
assignment by Ultimate Holdings to JDI of Three Million One Hundred Twenty-Three
Thousand Seven Hundred Ninety- Seven (3,123,797) units of the issued and
outstanding membership interests of Holdings; provided that such
transaction shall occur in connection with or after the consummation of the SAAC
Purchase Transaction pursuant to documentation satisfactory to Agent in its
Permitted Discretion.

     

    4.           Amendment to Section
2.3(f).  Effective as of the Effective Date, Section 2.3(f) of the
Loan Agreement is hereby amended and restated in its entirety as
follows:

     

    “(f)           SAAC Purchase
Transaction; Other Equity Sales or Issuances.  Notwithstanding
anything to the contrary in this Agreement, within one (1) Business Day
following receipt of the Net Proceeds of the SAAC Purchase Transaction, any
other sale of equity interests of Holdings by Ultimate Holdings to a third party
(other than the JDI Exchange Transaction), any sale of equity interests of
Ultimate Holdings by Ultimate Resort to any third party or any issuance of
equity interests of Holdings or Ultimate Holdings to any third party, but not
later than five (5) Business Days following consummation of the SAAC Purchase
Transaction, any other sale of equity interests of Holdings by Ultimate Holdings
to a third party (other than the JDI Exchange Transaction), any sale of equity
interests of Ultimate Holdings by Ultimate Resort to any third party or any
issuance of equity interests of Holdings or Ultimate Holdings to any third
party, Borrowers shall prepay the Loan in an amount equal to the greater of (i)
twenty percent (20%) of the Net Proceeds of the SAAC Purchase Transaction or
such other sale or issuance of equity interests of Holdings (other than the JDI
Exchange Transaction) paid to Holdings, Ultimate Holdings and/or any Company
Affiliate of Ultimate Holdings, as applicable and (ii) $1,030,747; provided,
that in no event shall the amount prepaid pursuant to this Section 2.3(f) exceed
the amount required to be paid as of the date of such prepayment to reduce the
principal balance of the Loan to an amount equal to sixty-five percent (65%) of
the Appraised Value of all owned Property encumbered by a Mortgage from a
Borrower in favor of Agent or Bahamas Collateral Agent.  Any amounts
paid pursuant to this Section 2.3(f) shall
be applied to the principal balance of the Loan notwithstanding the provisions
of Section
2.3(a) above.”

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

       

    

    5.           Amendment to Section
7.  Effective as of the Effective Date, Section 7 of the Loan
Agreement is hereby amended to add a new Section 7.35 to the
end thereto as follows:

     

    
      	
              “7.35

            	
              JDI
      Exchange Transaction.  Within five (5) days after
      consummation of the JDI Exchange Transaction, Borrowers shall deliver to
      Agent, each in form and substance satisfactory to Agent in its sole
      discretion, (i) a subordination and intercreditor agreement in the form of
      Exhibit G
      attached hereto, duly executed by Borrowers, Guarantors (other than
      Individual Guarantors) and Ultimate Holdings, in its capacity as holder of
      the JDI Junior Loan, (ii)  a collateral assignment executed by
      Ultimate Holdings in favor of Agent and Lenders assigning Ultimate
      Holdings’ rights (but not obligations) in all of the documents executed in
      connection with the JDI Exchange Transaction (which such collateral
      assignment shall be duly acknowledged by JDI), (iii) such amendments to
      the Assignment of Ownership Interests and such original equity
      certificates together with equity powers endorsed in blank as Agent
      reasonably determines are necessary to maintain Agent’s first priority
      perfected lien on the Collateral and (iv) a pledge of all of Ultimate
      Holdings’ rights in the JDI Junior Loan in favor of Agent and Lenders as
      further security for the
Obligations.”

            


    

     

    6.           Amendment to
Exhibits.  Effective as of the Effective Date, the Loan
Agreement is hereby amended to add Exhibit G to the end
thereto in the form of Exhibit A attached
hereto.

     

    B.           Conditions
Precedent.

     

    The
effectiveness of this Agreement is subject to the satisfaction of the following
conditions precedent in a manner satisfactory to Agent, unless specifically
waived in writing by Agent (the date on which all such conditions are satisfied
or waived being the “Effective
Date”):

     

    (a)           Agent
shall have received this Agreement, duly executed by each of the parties
hereto.

     

    (b)           Agent
shall have received from each of JDI and SAAC a pledge of all of the equity
interests of Holdings owned by JDI and SAAC, respectively, each in form and
substance satisfactory to Agent in its Permitted Discretion.

     

    (c)           The
representations and warranties contained herein and in the Loan Agreement, as
amended hereby, and the Loan Documents, shall be true and correct in all
material respects as of the date hereof, as if made on the date hereof, except
for representations and warranties that speak as to a particular date, in which
case such representations and warranties shall be true and correct in all
material respects as of such applicable date.

     

    
      
         

      

      
        4

        
          

        

      

      
         

      

       

    

    (d)           After
giving effect to this Agreement, no Default or Event of Default shall have
occurred and be continuing, unless such Default or Event of Default has been
otherwise specifically waived in writing by Agent or as waived in this
Agreement.

     

    (e)           All
documents, instruments and other legal matters in connection with the execution
of this Agreement shall be satisfactory in form and substance to Agent and its
counsel.

     

    (f)           Agent
shall have received an amendment fee from Borrowers in the amount of $25,000,
which amendment fee shall be deemed fully earned and non-refundable on the date
of execution of this Agreement by the Borrowers.

     

    C.           Limited
Consent and Waiver.

     

    As of the
date hereof, the aggregate outstanding principal amount of the Loan is equal to
seventy-six and one-tenth percent (76.1%) of the Appraised Value of all owned
Property encumbered by a Mortgage from a Borrower in favor of Agent or Bahamas
Collateral Agent.  As a result of the foregoing, as of the date
hereof, the aggregate outstanding principal amount of the Loan exceeds the
Borrowing Base.  Borrowers have failed to comply with the provisions
set forth in Section 2.3(d) of the Loan Agreement requiring Borrowers to
promptly pay the amount of such excess to Agent together with interest accrued
thereon (the “Specified
Default”).  The Specified Default constitutes an Event of
Default under Section
8.1(a) of the Loan Agreement (the “Specified Event of
Default”).  As a result, Agent, Bahamian Collateral Agent and
Lenders have the right to exercise any and all rights and remedies available to
them at law or in equity, including, without limitation, the rights and remedies
set forth in the Loan Agreement.  Notwithstanding the foregoing, Agent
and Lenders hereby agree to waive the Specified Event of Default; provided, however, that this
limited waiver shall be automatically rescinded and of no further force and
effect on December 28, 2009.

     

    The
transfer of membership interests of Holdings by various Persons pursuant to the
SAAC Purchase Transaction and the JDI Exchange Transaction is prohibited under
certain provisions of the Assignment of Ownership
Interests.  Notwithstanding the foregoing, Agent and Lenders hereby
consent to the transfers of membership interests in Holdings solely in
connection with the SAAC Purchase Transaction and the JDI Exchange
Transaction.

     

    Pursuant
to the Intercreditor Agreement, Agent hereby consents to the JDI Exchange
Transaction.

     

    Borrowers are hereby notified that
irrespective of (i) any waivers or consents previously granted by Agent,
Bahamian Collateral Agent and Lenders regarding the Loan Agreement and any other
Loan Document, (ii) any previous failures or delays of Agent, Bahamian
Collateral Agent and/or Lenders in exercising any right, power or privilege
under the Loan Agreement or any other Loan Document, or (iii) any previous
failures or delays of Agent, Bahamian Collateral Agent and/or Lenders in the
monitoring or in the requiring of compliance by Borrowers with the duties,
obligations, and agreements of Borrowers in the Loan Agreement and the other
Loan Documents, Borrowers will be expected to comply strictly with their duties,
obligations and agreements under the Loan Agreement and the other Loan
Documents.

    


    
      
         

      

      
        5

        
          

        

      

      
         

      

       

    

    Except as expressly set forth herein,
nothing contained in this Agreement or any other communication between Agent,
Bahamian Collateral Agent and/or Lenders and the Borrowers shall be a waiver of
any past, present or future violation, Default or Event of Default of Borrowers
under the Loan Agreement or any other Loan Documents (including, without
limitation, any continuation beyond the date hereof of any violations described
above (it being understood that the continued existence of facts which as of the
date hereof cease, by virtue of an amendment herein, to constitute violations,
shall not be deemed to be such a continuation)).  Similarly, Agent,
Bahamian Collateral Agent and Lenders hereby expressly reserve any rights,
privileges and remedies under the Loan Agreement and each Loan Document that
Agent, Bahamian Collateral Agent and Lenders may have with respect to each
violation, Default or Event of Default, and any failure by Agent, Bahamian
Collateral Agent and/or Lenders to exercise any right, privilege or remedy as a
result of the violations set forth above shall not directly or indirectly in any
way whatsoever either (i) impair, prejudice or otherwise adversely affect
the rights of Agent, Bahamian Collateral Agent and/or Lenders, except as set
forth herein, at any time to exercise any right, privilege or remedy in
connection with the Loan Agreement or any other Loan Documents, (ii) amend
or alter any provision of the Loan Agreement or any other Loan Documents or any
other contract or instrument, or (iii) constitute any course of dealing or
other basis for altering any obligation of Borrowers or any rights, privilege or
remedy of Agent, Bahamian Collateral Agent, and/or Lenders under the Loan
Agreement or any other Loan Documents or any other contract or
instrument.  Nothing in this Agreement shall be construed to be a
consent by Agent, Bahamian Collateral Agent, and/or Lenders to any prior,
existing or future violations of the Loan Agreement or any other Loan Document
(including, without limitation, any continuation beyond the date hereof of any
violations described above (it being understood that the continued existence of
facts which as of the date hereof cease, by virtue of an amendment herein, to
constitute violations, shall not be deemed to be such a
continuation)).

     

    D.           Ratifications,
Representations and Warranties.

    


    1.           Ratifications.  The
terms and provisions set forth in this Agreement shall modify and supersede all
inconsistent terms and provisions set forth in the Loan Agreement and the other
Loan Documents, and, except as expressly modified and superseded by this
Agreement, the terms and provisions of the Loan Agreement and the other Loan
Document are ratified and confirmed and shall continue in full force and
effect.  Each Borrower and Agent agree that the Loan Agreement and the
other Loan Documents, as amended hereby, shall continue to be legal, valid,
binding and enforceable in accordance with their respective terms.

     

    
      
         

      

      
        6

        
          

        

      

      
         

      

       

    

    2.           Representations and
Warranties.  Each Borrower hereby represents and warrants to
Agent that (a) the execution, delivery and performance of this Agreement and any
and all Loan Documents executed and/or delivered in connection herewith have
been authorized by all requisite corporate action on the part of such Borrower
and will not violate the organizational documents or governing documents of such
Borrower; (b) the representations and warranties contained in the Loan
Agreement, as amended hereby, and any other Loan Document are true and correct
in all material respects on and as of the date hereof and on and as of the date
of execution hereof as though made on and as of each such date (except for
representations and warranties that speak as to a particular date, in which case
such representations and warranties shall be true and correct in all material
respects as of such applicable date); (c) after giving effect to this Agreement,
no Default or Event of Default under the Loan Agreement, as amended hereby, has
occurred and is continuing, unless such Default or Event of Default has been
specifically waived in writing by Agent; and (d) after giving effect to the
amendments, consents and waivers contemplated by this Amendment, such Borrower
is in full compliance with all covenants and agreements contained in the Loan
Agreement and the other Loan Document; (e) such Borrower has not amended its
organizational documents or its governing documents since the date of the Loan
Agreement (other than (i) Ultimate New York Trp International, LLC, a Delaware
limited liability company, for the express purpose of  consummating
the transactions contemplated under the BVG Purchase Agreement and (ii) Holdings
in connection with the SAAC Purchase Transaction).

     

    E           Miscellaneous
Provisions.

    


    1.           Survival of Representations
and Warranties.  All representations and warranties made in the
Loan Agreement or any other Loan Document, including, without limitation, any
document furnished in connection with this Agreement, shall survive the
execution and delivery of this Agreement and the Loan Documents, and no
investigation by Agent or any closing shall affect the representations and
warranties or the right of Agent to rely upon them.

    


    2.           Reference to Loan
Agreement.  Each of the Loan Agreement and the Loan Documents,
and any and all documents or instruments now or hereafter executed and delivered
pursuant to the terms hereof or pursuant to the terms of the Loan Agreement, as
amended hereby, are hereby amended so that any reference in the Loan Agreement
and such Loan Document to the Loan Agreement shall mean a reference to the Loan
Agreement, as amended hereby.

    


    3.           Severability.  Any provision of
this Agreement held by a court of competent jurisdiction to be invalid or
unenforceable shall not impair or invalidate the remainder of this Agreement and
the effect thereof shall be confined to the provision so held to be invalid or
unenforceable.

    


    4.           Successors and
Assigns.  This Agreement is binding upon and shall inure to the
benefit of Agent and the Borrowers and their respective successors and assigns,
except that the Borrowers may not assign or transfer any of their rights or
obligations hereunder without the prior written consent of Agent.

    


    
      
         

      

      
        7

        
          

        

      

      
         

      

       

    

    5.           Counterparts.  This
Agreement may be executed in one or more counterparts, each of which when so
executed shall be deemed to be an original, but all of which when taken together
shall constitute one and the same instrument.

    


    6.           Effect of
Waiver.  No consent or waiver, express or implied, by Agent to
or for any breach of or deviation from any covenant or condition by Borrowers
shall be deemed a consent to or waiver of any other breach of the same or any
other covenant, condition or duty.

    


    7.           Headings.  The
headings, captions, and arrangements used in this Agreement are for convenience
only and shall not affect the interpretation of this Agreement.

    


    8.           Applicable
Law.  This Agreement and all Loan Documents executed pursuant
hereto shall be deemed to have been made and to be performable in and shall be
governed by and construed in accordance with the laws of the State of
Maryland.

    


    9.           Final
Agreement.  THE LOAN AGREEMENT AND THE LOAN DOCUMENTS, EACH AS
AMENDED HEREBY, REPRESENT THE ENTIRE EXPRESSION OF THE PARTIES WITH RESPECT TO
THE SUBJECT MATTER HEREOF ON THE DATE THIS AGREEMENT IS EXECUTED.  THE
LOAN AGREEMENT AND THE LOAN DOCUMENTS, AS AMENDED HEREBY, MAY NOT BE
CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS
OF THE PARTIES.  THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE
PARTIES.  NO MODIFICATION, RESCISSION, WAIVER, RELEASE OR AGREEMENT OF
ANY PROVISION OF THIS AGREEMENT SHALL BE MADE, EXCEPT BY A WRITTEN AGREEMENT
SIGNED BY THE BORROWERS AND AGENT.

    


    
      
         

      

      
        8

        
          

        

      

      
         

      

       

    

    10.           RELEASE.  FOR
AND IN CONSIDERATION OF AGENT’S, BAHAMIAN AGENT’S AND LENDERS’  AGREEMENTS
CONTAINED HEREIN, EACH BORROWER, TOGETHER WITH EACH OF THEIR RESPECTIVE PARENTS,
DIVISIONS, SUBSIDIARIES, AFFILIATES, MEMBERS, MANAGERS, PARTICIPANTS,
PREDECESSORS, SUCCESSORS, AND ASSIGNS, AND EACH OF THEIR RESPECTIVE CURRENT AND
FORMER DIRECTORS, OFFICERS, SHAREHOLDERS, MEMBERS, MANAGERS, PARTNERS, AGENTS,
AND EMPLOYEES, AND EACH OF THEIR RESPECTIVE PREDECESSORS, SUCCESSORS, HEIRS, AND
ASSIGNS (INDIVIDUALLY AND COLLECTIVELY, “RELEASORS”) HEREBY
VOLUNTARILY AND KNOWINGLY RELEASES AND FOREVER WAIVES AND
DISCHARGES  AGENT, BAHAMIAN COLLATERAL AGENT, LENDERS  AND EACH
OF THEIR PARENTS, DIVISIONS, SUBSIDIARIES, AFFILIATES, MEMBERS, MANAGERS,
PARTICIPANTS, PREDECESSORS, SUCCESSORS, AND ASSIGNS, AND EACH OF THEIR CURRENT
AND FORMER DIRECTORS, OFFICERS, SHAREHOLDERS, MEMBERS, MANAGERS, PARTNERS,
AGENTS, AND EMPLOYEES, AND EACH OF THEIR RESPECTIVE PREDECESSORS, SUCCESSORS,
HEIRS, AND ASSIGNS (INDIVIDUALLY AND COLLECTIVELY, THE “RELEASED PARTIES”)
FROM ALL POSSIBLE CLAIMS, COUNTERCLAIMS, DEMANDS, ACTIONS, CAUSES OF ACTION,
DAMAGES, COSTS, EXPENSES AND LIABILITIES WHATSOEVER, WHETHER KNOWN OR UNKNOWN,
ANTICIPATED OR UNANTICIPATED, SUSPECTED OR UNSUSPECTED, FIXED, CONTINGENT OR
CONDITIONAL, OR AT LAW OR IN EQUITY, IN ANY CASE ORIGINATING IN WHOLE OR IN PART
ON OR BEFORE THE DATE THIS LETTER AGREEMENT IS EXECUTED THAT ANY OF THE
RELEASORS MAY NOW OR HEREAFTER HAVE AGAINST THE RELEASED PARTIES, IF ANY,
IRRESPECTIVE OF WHETHER ANY SUCH CLAIMS ARISE OUT OF CONTRACT, TORT, VIOLATION
OF LAW OR REGULATIONS, OR OTHERWISE, INCLUDING WITHOUT LIMITATION ARISING 
DIRECTLY OR INDIRECTLY FROM ANY PRIOR OR EXISTING AGREEMENTS BETWEEN RELEASORS
AND RELEASED PARTIES, ANY OF THE LOAN DOCUMENTS, THE EXERCISE OF ANY RIGHTS AND
REMEDIES UNDER ANY OF THE LOAN DOCUMENTS, AND/OR NEGOTIATION FOR AND EXECUTION
OF THIS  LETTER AGREEMENT , INCLUDING, WITHOUT LIMITATION, ANY
CONTRACTING FOR, CHARGING, TAKING, RESERVING, COLLECTING OR RECEIVING INTEREST
IN EXCESS OF THE HIGHEST LAWFUL RATE APPLICABLE.  EACH OF THE
RELEASORS  WAIVES THE BENEFITS OF ANY LAW WHICH MAY PROVIDE IN SUBSTANCE:
“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR
SUSPECT TO EXIST IN ITS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF
KNOWN BY IT MUST HAVE MATERIALLY AFFECTED ITS SETTLEMENT WITH THE DEBTOR.” EACH
OF THE RELEASORS UNDERSTANDS THAT THE FACTS WHICH IT BELIEVES TO BE TRUE AT THE
TIME OF MAKING THE RELEASE PROVIDED FOR HEREIN MAY LATER TURN OUT TO BE
DIFFERENT THAN IT NOW BELIEVES, AND THAT INFORMATION WHICH IS NOT NOW KNOWN OR
SUSPECTED MAY LATER BE DISCOVERED.  EACH OF THE RELEASORS ACCEPTS THIS
POSSIBILITY, AND EACH OF THEM ASSUMES THE RISK OF THE FACTS TURNING OUT TO BE
DIFFERENT AND NEW INFORMATION BEING DISCOVERED; AND EACH OF THEM FURTHER AGREES
THAT THE RELEASE PROVIDED FOR HEREIN SHALL IN ALL RESPECTS CONTINUE TO BE
EFFECTIVE AND NOT SUBJECT TO TERMINATION OR RESCISSION BECAUSE OF ANY DIFFERENCE
IN SUCH FACTS OR ANY NEW INFORMATION.

    


     

    [Remainder
of page blank; Signatures follow]

     

    
      
         

      

      
        9

        
          

        

      

      
         

      

       

    

    IN
WITNESS WHEREOF this Agreement was executed as of the date first above
written.

     

    
    

     

    
      	 	      
              BORROWER:

               

               

              ULTIMATE
      ESCAPES HOLDINGS, LLC,

              a
      Delaware limited liability company

               

              By:
      ________________________________

              Name:
      ______________________________

              Title:
      _______________________________

              
 

              P&J
      PARTNERS, LLC,

              a
      Delaware limited liability company

              


              
                By: 
      ULTIMATE
      ESCAPES HOLDINGS, LLC, a
      Delaware limited liability company

              

              


                    
                By:
      ________________________________

                Name:
      ______________________________

                Title:
      _______________________________



              


              SNOWFLAKE
      INVESTMENTS I, LLC,

              a
      Delaware limited liability company

              TAHOE
      INVESTMENTS I, LLC,

              a
      Delaware limited liability company

              CABO
      INVESTMENTS I, LLC,

              a
      Delaware limited liability company

              MAHOGANY
      RUN INVESTMENTS I, LLC,

              a
      Delaware limited liability company

              CANDLEWOOD
      INVESTMENTS I, LLC,

              a
      Delaware limited liability company

              SUNNY
      ISLES INVESTMENTS I, LLC

              A
      Delaware limited liability company

              ULTIMATE
      SCOTTSDALE ROCKS, LLC,

              a
      Delaware limited liability company

              ULTIMATE
      BEAVER CREEK, LLC,

              a
      Delaware limited liability company

              ULTIMATE
      INDIAN ROCKS BEACH, LLC,

              a
      Delaware limited liability company

              ULTIMATE
      KEY WEST, LLC,

              a
      Delaware limited liability company

              ULTIMATE
      LAKE LAS VEGAS, LLC,

              a
      Delaware limited liability company

              ULTIMATE
      SCOTTSDALE, LLC,

              a
      Delaware limited liability
company

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	 	      
              ULTIMATE
      LAKE TAHOE, LLC,

              a
      Delaware limited liability company

              ULTIMATE
      COLORADO, LLC,

              a
      Delaware limited liability company

              ULTIMATE
      TELLURIDE MOUNTAIN VILLAGE, LLC,

              a
      Delaware limited liability company

              ULTIMATE
      NAPLES STRADA BELLA, LLC,

              a
      Delaware limited liability company

              ULTIMATE
      NAPLES MONTEVERDE, LLC,

              a
      Delaware limited liability company

              ULTIMATE
      PALM BEACH OCEAN, LLC,

              a
      Delaware limited liability company

              ULTIMATE
      MAUI WAILEA BEACH, LLC,

              a
      Delaware limited liability company

              ULTIMATE
      SUN VALLEY MACKENZIE, LLC, a Delaware limited liability
      company

              ULTIMATE
      SUN VALLEY PLAZA TOWNHOUSE, LLC,

              a
      Delaware limited liability company

              ULTIMATE
      NEW YORK TRP INTERNATIONAL, LLC,

              a
      Delaware limited liability company

              ULTIMATE
      KIAWAH TURTLE BEACH, LLC,

              a
      Delaware limited liability company

              ULTIMATE
      PARK CITY SILVERLAKE, LLC,

              a
      Delaware limited liability company

              ULTIMATE
      JACKSON HOLE SNAKE RIVER, LLC, a Delaware limited liability
      company

              BAHAMAS
      INVESTMENTS I, LLC, a

              Delaware
      limited liability company

              BAHAMAS
      INVESTMENTS II, LLC, a

              Delaware
      limited liability company

              BAHAMAS
      INVESTMENTS III, LLC, a

              Delaware
      limited liability company

              BAHAMAS
      INVESTMENTS IV, LLC, a

              Delaware
      limited liability company

              CABO
      CASA TORTUGA, LLC,

              a
      Delaware limited liability company

              CABO
      ESPERANZA #1501, LLC,

              a
      Delaware limited liability company

              CABO
      ESPERANZA #1502, LLC,

              a
      Delaware limited liability company

              CABO
      ESPERANZA #1503, LLC,

              a
      Delaware limited liability
company

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	 	      
              CABO
      ESPERANZA #1601, LLC,

              a
      Delaware limited liability company

              CABO
      ESPERANZA #1602, LLC,

              a
      Delaware limited liability company

              CABO
      ESPERANZA #1603, LLC,

              a
      Delaware limited liability company

              CABO
      VILLA DEL SOL, LLC,

              a
      Delaware limited liability company

              CABO
      VILLA ETERNIDAD, LLC,

              a
      Delaware limited liability company

              CABO
      SAN LUCAS VILLA PARAISO, LLC,

              a
      Delaware limited liability company

              ULTIMATE
      NEVIS INVESTMENTS, LLC,

              a
      Delaware limited liability company

              


              By: 
      UE MEMBER, LLC,

              a
      Delaware limited liability company

              


              By:
      ________________________________
      
                Name:
      ______________________________

                Title:
      _______________________________

              

               

               

              PRIVATE
      RETREATS PARADISO, LTD.,

              a
      Nevis International Business Company

              


              By:
      ________________________________

                Name:
      ______________________________

                Title:
      _______________________________


                 

                THE
      CENTURY CORPORATION LIMITED,

              

              a
      Nevis corporation,

              


              
                By: 
      PRIVATE
      RETREATS PARADISO, LTD.,

              

              a
      Nevis International Business Company

              


              
                By:
      ________________________________

                Name:
      ______________________________

                Title:
      _______________________________

              

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	 	      
              PRIVATE
      ESCAPES OF STEAMBOAT, LLC,

              a
      Colorado limited liability company

              PRIVATE
      ESCAPES OF TAHOE, LLC,

              a
      Colorado limited liability company

              PRIVATE
      ESCAPES OF JACKSON HOLE, LLC,

              a
      Colorado limited liability company

              PRIVATE
      ESCAPES OF KIAWAH, LLC,

              a
      Colorado limited liability company

              PRIVATE
      ESCAPES OF FOX ACRES, LLC,

              a
      Colorado limited liability company

              PRIVATE
      ESCAPES LA PLAYA, LLC,

              a
      Colorado limited liability company

              PRIVATE
      ESCAPES OF LAKE OCONEE, LLC,

              a
      Colorado limited liability company

              PRIVATE
      ESCAPES OF WAIKOLOA, LLC,

              a
      Colorado limited liability company

              PRIVATE
      ESCAPES OF WAIKOLOA II, LLC,

              a
      Colorado limited liability company

              PRIVATE
      ESCAPES OF CURRITUCK, LLC,

              a
      Colorado limited liability company

              PRIVATE
      ESCAPES LA COSTA, LLC,

              a
      Colorado limited liability company

              PRIVATE
      ESCAPES OF CABO, LLC,

              a
      Colorado limited liability company

              PRIVATE
      ESCAPES LA QUINTA I, LLC,

              a
      Colorado limited liability company

              PRIVATE
      ESCAPES LA QUINTA II, LLC,

               a
      Colorado limited liability company

              PRIVATE
      ESCAPES OF STOWE, LLC,

              a
      Colorado limited liability company

              PRIVATE
      ESCAPES OF ONE CENTRAL PARK WEST, LLC,

              a
      New York limited liability company

              PRIVATE
      ESCAPES OF CHICAGO, LLC,

              a
      Colorado limited liability company

              PRIVATE
      ESCAPES 1600 BROADWAY, LLC,

              a
      New York limited liability company

              PRIVATE
      ESCAPES VILLA 304, LLC,

              a
      Colorado limited liability company

              PRIVATE
      ESCAPES PLATINUM OF COPPER MOUNTAIN, LLC,

              a
      Colorado limited liability company

              PRIVATE
      ESCAPES PLATINUM KIAWAH, LLC,

              a
      Colorado limited liability
company

            




    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	 	      
              PRIVATE
      ESCAPES PLATINUM CURRITUCK, LLC, a Colorado limited liability
      company

              PRIVATE
      ESCAPES PLATINUM LA COSTA, LLC, a Colorado limited liability
      company

              PRIVATE
      ESCAPES PLATINUM CABO, LLC,

              a
      Colorado limited liability company

              PRIVATE
      ESCAPES PLATINUM LAKE GEORGE, LLC,

              a
      New York limited liability company

              PRIVATE
      ESCAPES OF LA QUINTA PLATINUM, LLC,

              a
      Colorado limited liability company

              PRIVATE
      ESCAPES PLATINUM ONE CENTRAL PARK WEST, LLC,

              a
      New York limited liability company

              PRIVATE
      ESCAPES PLATINUM TCI, LLC,

              a
      Colorado limited liability company

              PRIVATE
      ESCAPES PLATINUM TELLURIDE, LLC, a Colorado limited liability
      company

              PRIVATE
      ESCAPES PLATINUM CHICAGO, LLC, a Colorado limited liability
      company

              PRIVATE
      ESCAPES LINK, LLC

              a
      Colorado limited liability company

               

               

              
                By: 
      UE
      MEMBER, LLC, a Delaware limited liability company and manager of the above
      named entities

              

               

              
                By: ________________________________

                  Name:
      ______________________________

                  Title:
      _______________________________

                

              

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	 	      
              AGENT
      AND LENDERS:

               

               

              CAPITALSOURCE
      FINANCE LLC,

              a
      Delaware limited liability company, as Agent

               

              By:
      /s/ Heather E.
      Murphy                                     
      

              Name:
      Heather E. Murphy

              Title:
      Senior Counsel

               

               

              CAPITALSOURCE
      BAHAMAS LLC,

              a
      Delaware limited liability company, as Collateral Agent and as a
      Lender

               

              By:
      /s/ Steven
      Museles                                           
      

              Name:
      Steven Museles

              Title:  Director

               

               

              CAPITALSOURCE
      BANK,

              a
      California industrial bank, as a Lender

               

              By:
      /s/ Bridget
      Raimero                                             
      

              Name:
      Bridget Raimero

              Title:
      Portfolio Manager

            


    

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    Schedule
A

    


    PRIVATE
ESCAPES PREMIERE, LLC,

    a
Colorado limited liability company

    PRIVATE
ESCAPES PLATINUM, LLC,

    a
Colorado limited liability company

    PRIVATE
ESCAPES PINNACLE, LLC,

    a
Colorado limited liability company

    PRIVATE
ESCAPES OF STEAMBOAT, LLC,

    a
Colorado limited liability company

    PRIVATE
ESCAPES OF TAHOE, LLC,

    a
Colorado limited liability company

    PRIVATE
ESCAPES OF JACKSON HOLE, LLC,

    a
Colorado limited liability company

    PRIVATE
ESCAPES OF KIAWAH, LLC,

    a
Colorado limited liability company

    PRIVATE
ESCAPES OF FOX ACRES, LLC,

    a
Colorado limited liability company

    PRIVATE
ESCAPES LA PLAYA, LLC,

    a
Colorado limited liability company

    PRIVATE
ESCAPES OF LAKE OCONEE, LLC,

    a
Colorado limited liability company

    PRIVATE
ESCAPES OF WAIKOLOA, LLC,

    a
Colorado limited liability company

    PRIVATE
ESCAPES OF WAIKOLOA II, LLC,

    a
Colorado limited liability company

    PRIVATE
ESCAPES OF CURRITUCK, LLC,

    a
Colorado limited liability company

    PRIVATE
ESCAPES LA COSTA, LLC,

    a
Colorado limited liability company

    PRIVATE
ESCAPES OF CABO, LLC,

    a
Colorado limited liability company

    PRIVATE
ESCAPES LA QUINTA I, LLC,

    a
Colorado limited liability company

    PRIVATE
ESCAPES LA QUINTA II, LLC,

     a
Colorado limited liability company

    PRIVATE
ESCAPES OF STOWE, LLC,

    a
Colorado limited liability company

    PRIVATE
ESCAPES OF ONE CENTRAL PARK WEST, LLC,

    a New
York limited liability company

    PRIVATE
ESCAPES OF CHICAGO, LLC,

    a
Colorado limited liability company

    PRIVATE
ESCAPES 1600 BROADWAY, LLC,

    a New
York limited liability company

    PRIVATE
ESCAPES VILLA 304, LLC,

    a
Colorado limited liability company

     

    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    PRIVATE
ESCAPES PLATINUM OF COPPER MOUNTAIN, LLC,

    a
Colorado limited liability company

    PRIVATE
ESCAPES PLATINUM KIAWAH, LLC,

    a
Colorado limited liability company

    PRIVATE
ESCAPES PLATINUM CURRITUCK, LLC,

    a
Colorado limited liability company

    PRIVATE
ESCAPES PLATINUM LA COSTA, LLC,

    a
Colorado limited liability company

    PRIVATE
ESCAPES PLATINUM CABO, LLC,

    a
Colorado limited liability company

    PRIVATE
ESCAPES PLATINUM LAKE GEORGE, LLC,

    a New
York limited liability company

    PRIVATE
ESCAPES OF LA QUINTA PLATINUM, LLC,

    a
Colorado limited liability company

    PRIVATE
ESCAPES PLATINUM ONE CENTRAL PARK WEST, LLC,

    a New
York limited liability company

    PRIVATE
ESCAPES PLATINUM TCI, LLC,

    a
Colorado limited liability company

    PRIVATE
ESCAPES PLATINUM TELLURIDE, LLC,

    a
Colorado limited liability company

    PRIVATE
ESCAPES PLATINUM CHICAGO, LLC,

    a
Colorado limited liability company

    PRIVATE
ESCAPES LINK, LLC

    a
Colorado limited liability company

    SNOWFLAKE
INVESTMENTS I, LLC,

    a
Delaware limited liability company

    TAHOE
INVESTMENTS I, LLC,

    a
Delaware limited liability company

    CABO
INVESTMENTS I, LLC,

    a
Delaware limited liability company

    MAHOGANY
RUN INVESTMENTS I, LLC,

    a
Delaware limited liability company

    CANDLEWOOD
INVESTMENTS I, LLC,

    a
Delaware limited liability company

    SUNNY
ISLES INVESTMENTS I, LLC

    A
Delaware limited liability company

    ULTIMATE
SCOTTSDALE, LLC,

    a
Delaware limited liability company

    ULTIMATE
LAKE TAHOE, LLC,

    a
Delaware limited liability company

    ULTIMATE
COLORADO, LLC,

    a
Delaware limited liability company

    ULTIMATE
TELLURIDE MOUNTAIN VILLAGE, LLC,

    a
Delaware limited liability company

    ULTIMATE
NAPLES STRADA BELLA, LLC,

    a
Delaware limited liability company

     

    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    ULTIMATE
NAPLES MONTEVERDE, LLC,

    a
Delaware limited liability company

    ULTIMATE
PALM BEACH OCEAN, LLC,

    a
Delaware limited liability company

    ULTIMATE
MAUI WAILEA BEACH, LLC,

    a
Delaware limited liability company

    ULTIMATE
SUN VALLEY MACKENZIE, LLC,

    a
Delaware limited liability company

    ULTIMATE
SUN VALLEY PLAZA TOWNHOUSE, LLC,

    a
Delaware limited liability company

    ULTIMATE
NEW YORK TRP INTERNATIONAL, LLC,

     a
Delaware limited liability company

    ULTIMATE
KIAWAH TURTLE BEACH, LLC,

    a
Delaware limited liability company

    ULTIMATE
PARK CITY SILVERLAKE, LLC,

    a
Delaware limited liability company

    ULTIMATE
JACKSON HOLE SNAKE RIVER, LLC,

    a
Delaware limited liability company

    BAHAMAS
INVESTMENTS I, LLC, a

    Delaware
limited liability company

    BAHAMAS
INVESTMENTS II, LLC, a

    Delaware
limited liability company

    BAHAMAS
INVESTMENTS III, LLC, a

    Delaware
limited liability company

    BAHAMAS
INVESTMENT IV, LLC, a

    Delaware
limited liability company

    CABO CASA
TORTUGA, LLC,

    a
Delaware limited liability company

    CABO
ESPERANZA #1501, LLC,

    a
Delaware limited liability company

    CABO
ESPERANZA #1502, LLC,

    a
Delaware limited liability company

    CABO
ESPERANZA #1503, LLC,

    a
Delaware limited liability company

    CABO
ESPERANZA #1601, LLC,

    a
Delaware limited liability company

    CABO
ESPERANZA #1602, LLC,

    a
Delaware limited liability company

    CABO
ESPERANZA #1603, LLC,

    a
Delaware limited liability company

    CABO
VILLA DEL SOL, LLC,

    a
Delaware limited liability company

    CABO
VILLA ETERNIDAD, LLC,

    a
Delaware limited liability company

    CABO SAN
LUCAS VILLA PARAISO, LLC,

    a
Delaware limited liability company

     

    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    ULTIMATE
NEVIS INVESTMENTS, LLC,

    a
Delaware limited liability company

    ULTIMATE
KEY WEST, LLC

    a
Delaware limited liability company

    ULTIMATE
INDIAN ROCKS BEACH, LLC,

    a
Delaware limited liability company

    ULTIMATE
SCOTTSDALE ROCKS, LLC,

    a
Delaware limited liability company

    ULTIMATE
BEAVER CREEK, LLC,

    a
Delaware limited liability company

    ULTIMATE
LAKE LAS VEGAS, LLC,

    a
Delaware limited liability company

    PRIVATE
RETREATS PARADISO, LTD.,

    a Nevis
International Business Company

    THE
CENTURY CORPORATION LIMITED,

    a Nevis
corporation

    ULTIMATE
ESCAPES HOLDINGS, LLC,

    a
Delaware limited liability company

    P&J
PARTNERS, LLC,

    a
Delaware limited liability company

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    Exhibit
A

     

    (see
attached)

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    Consent and
Ratification

     

    The
undersigned each hereby consents to the terms of the First Amendment to
Consolidated Amended and Restated Loan and Security Agreement dated as of
October 29, 2009 (the “Amendment”)
by and among Borrower (as defined in the Amendment), CapitalSource Finance LLC,
as administrative, payment and collateral agent for itself and the Lenders
(“Agent”)
and the Lenders party thereto (as amended, modified, supplemented and/or
restated from time to time, the “Amendment”).  Terms
not otherwise defined herein shall have the meaning assigned to such terms in
the Amendment.  Each of the undersigned hereby confirms and ratifies
the terms of (a) that certain Amended and Restated Payment and Performance
Guaranty dated as of September 15, 2009 executed by Ultimate Resort, LLC,
Ultimate Resort Holdings, LLC, Private Escapes Holdings, LLC, UE Holdco, LLC, UE
Member, LLC, Ultimate Escapes Clubs, LLC, Ultimate Escapes Elite Club, LLC,
Ultimate Escapes Signature Club, LLC and Ultimate Escape Premiere Club, LLC in
favor of Agent, (b) that certain Consolidated Amended and Restated Indemnity
Guaranty dated as of September 15, 2009  executed by James
Tousignant  in favor of Agent and (c) that certain Consolidated
Amended and Restated Indemnity Guaranty dated as of September 15,
2009  executed by Richard Keith in favor of Agent (collectively, the
“Guaranty
Agreements”), and acknowledges that the Guaranty Agreements are in full
force and effect and ratifies the same, that the guaranteed obligations under
the Guaranty Agreements shall include all obligations now, hereafter or from
time to time arising under the Loan Agreement, as amended by the Amendment, that
the undersigned has no defense, recoupment, counterclaim, set-off or any other
claim to diminish their liability under such document, that the undersigned’s
consent is not required to ensure the effectiveness of the Amendment, and that
no consent by any of the undersigned is required for the effectiveness of any
future amendment, modification, forbearance or other action with respect to the
Obligations, the Collateral, or any of the other Loan Documents.

     

    This
Consent and Ratification shall inure to the benefit of Agent and Lenders and
their respective successors and assigns.

     

    FOR AND
IN CONSIDERATION OF AGENT’S, BAHAMIAN AGENT’S AND LENDERS’  AGREEMENTS
CONTAINED IN THE AMENDMENT, EACH OF THE UNDERSIGNED, TOGETHER WITH EACH OF THEIR
RESPECTIVE PARENTS, DIVISIONS, SUBSIDIARIES, AFFILIATES, MEMBERS, MANAGERS,
PARTICIPANTS, PREDECESSORS, SUCCESSORS, AND ASSIGNS, AND EACH OF THEIR
RESPECTIVE CURRENT AND FORMER DIRECTORS, OFFICERS, SHAREHOLDERS, MEMBERS,
MANAGERS, PARTNERS, AGENTS, AND EMPLOYEES, AND EACH OF THEIR RESPECTIVE
PREDECESSORS, SUCCESSORS, HEIRS, AND ASSIGNS (INDIVIDUALLY AND COLLECTIVELY,
“RELEASORS”)
HEREBY VOLUNTARILY AND KNOWINGLY RELEASES AND FOREVER WAIVES AND
DISCHARGES  AGENT, BAHAMIAN COLLATERAL AGENT, LENDERS  AND EACH
OF THEIR PARENTS, DIVISIONS, SUBSIDIARIES, AFFILIATES, MEMBERS, MANAGERS,
PARTICIPANTS, PREDECESSORS, SUCCESSORS, AND ASSIGNS, AND EACH OF THEIR CURRENT
AND FORMER DIRECTORS, OFFICERS, SHAREHOLDERS, MEMBERS, MANAGERS, PARTNERS,
AGENTS, AND EMPLOYEES, AND EACH OF THEIR RESPECTIVE PREDECESSORS, SUCCESSORS,
HEIRS, AND ASSIGNS (INDIVIDUALLY AND COLLECTIVELY, THE “RELEASED PARTIES”)
FROM ALL POSSIBLE CLAIMS, COUNTERCLAIMS, DEMANDS, ACTIONS, CAUSES OF ACTION,
DAMAGES, COSTS, EXPENSES AND LIABILITIES WHATSOEVER, WHETHER KNOWN OR UNKNOWN,
ANTICIPATED OR UNANTICIPATED, SUSPECTED OR UNSUSPECTED, FIXED, CONTINGENT OR
CONDITIONAL, OR AT LAW OR IN EQUITY, IN ANY CASE ORIGINATING IN WHOLE OR IN PART
ON OR BEFORE THE DATE THIS LETTER AGREEMENT IS EXECUTED THAT ANY OF THE
RELEASORS MAY NOW OR HEREAFTER HAVE AGAINST THE RELEASED PARTIES, IF ANY,
IRRESPECTIVE OF WHETHER ANY SUCH CLAIMS ARISE OUT OF CONTRACT, TORT, VIOLATION
OF LAW OR REGULATIONS, OR OTHERWISE, INCLUDING WITHOUT LIMITATION ARISING 
DIRECTLY OR INDIRECTLY FROM ANY PRIOR OR EXISTING AGREEMENTS BETWEEN RELEASORS
AND RELEASED PARTIES, ANY OF THE LOAN DOCUMENTS, THE EXERCISE OF ANY RIGHTS AND
REMEDIES UNDER ANY OF THE LOAN DOCUMENTS, AND/OR NEGOTIATION FOR AND EXECUTION
OF THIS  LETTER AGREEMENT , INCLUDING, WITHOUT LIMITATION, ANY
CONTRACTING FOR, CHARGING, TAKING, RESERVING, COLLECTING OR RECEIVING INTEREST
IN EXCESS OF THE HIGHEST LAWFUL RATE APPLICABLE.  EACH OF THE
RELEASORS  WAIVES THE BENEFITS OF ANY LAW WHICH MAY PROVIDE IN SUBSTANCE:
“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR
SUSPECT TO EXIST IN ITS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF
KNOWN BY IT MUST HAVE MATERIALLY AFFECTED ITS SETTLEMENT WITH THE DEBTOR.” EACH
OF THE RELEASORS UNDERSTANDS THAT THE FACTS WHICH IT BELIEVES TO BE TRUE AT THE
TIME OF MAKING THE RELEASE PROVIDED FOR HEREIN MAY LATER TURN OUT TO BE
DIFFERENT THAN IT NOW BELIEVES, AND THAT INFORMATION WHICH IS NOT NOW KNOWN OR
SUSPECTED MAY LATER BE DISCOVERED.  EACH OF THE RELEASORS ACCEPTS THIS
POSSIBILITY, AND EACH OF THEM ASSUMES THE RISK OF THE FACTS TURNING OUT TO BE
DIFFERENT AND NEW INFORMATION BEING DISCOVERED; AND EACH OF THEM FURTHER AGREES
THAT THE RELEASE PROVIDED FOR HEREIN SHALL IN ALL RESPECTS CONTINUE TO BE
EFFECTIVE AND NOT SUBJECT TO TERMINATION OR RESCISSION BECAUSE OF ANY DIFFERENCE
IN SUCH FACTS OR ANY NEW INFORMATION.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    Executed
as of October 29, 2009.

     

    
      	 	      
              ULTIMATE
      RESORT, LLC,

              a
      Florida limited liability company

               

              By: 
      JAMES TOUSIGNANT,

              its
      Sole Class A Member

              


              By:
      /s/ James
      Tousignant                 
                       
      

              Name: James
      Tousignant

              Title:   President
      & CEO

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	 	      
              ULTIMATE
      RESORT HOLDINGS, LLC,

              a
      Delaware limited liability company

              


              By: /s/ James
      Tousignant                   
                     
      

              Name: James
      Tousignant

              Title:
      President & CEO

               

               

              PRIVATE
      ESCAPES HOLDINGS, LLC,

              a
      Delaware limited liability company

              


              By: /s/ Richard
      Keith                                           
      

              Name: Richard
      Keith

              Title: President
      & CEO

               

              
 

              UE
      HOLDCO, LLC,

              a
      Delaware limited liability company

              UE
      MEMBER, LLC,

              a
      Delaware limited liability company

              ULTIMATE
      ESCAPES CLUBS, LLC,

              a
      Delaware limited liability company

              


              
                By: 
      ULTIMATE
      ESCAPES HOLDINGS, LLC, a
      Delaware limited liability company

              

              


              By:
      /s/ James
      Tousignant                                   
      

              Name: James
      Tousignant

              Title: President
      & CEO

              


               

              ULTIMATE
      ESCAPES ELITE CLUB, LLC,

              a
      Delaware limited liability company

              ULTIMATE
      ESCAPES SIGNATURE CLUB, LLC, a Delaware limited liability
      company

              ULTIMATE
      ESCAPES PREMEIRE CLUB, LLC,

              a
      Delaware limited liability company

               

              By:  ULTIMATE
      ESCAPES CLUBS, LLC

              


              
                By: 
      ULTIMATE
      ESCAPES HOLDINGS, LLC, a Delaware limited liability
      company

              

               

              By: /s/ James
      Tousignant                                   
      

              Name: James
      Tousignant

              Title: President
      & CEO

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    

    

    


    
      	 	      
              /s/ James
      Tousignant                                          
      

              James
      Tousignant

              


              


              /s/ Richard
      Keith                                                  
      

              Richard
      Keith