Exhibit 10.13



 Exhibit 10.13 
 Execution Copy 
 SALE AGREEMENT 

This SALE AGREEMENT (this “Agreement”), dated as of September 1, 2011, is by and among MORI SPC Series Corp., a
Delaware special purpose corporation (the “Seller”), and Marriott Vacations Worldwide Owner Trust 2011-1, a Delaware statutory trust (the “Issuer”), and their respective permitted successors and assigns. 

W I T N E S S E T H: 

WHEREAS, on the date hereof, (i) pursuant to this Agreement, from time to time, the Seller will sell and the Issuer will purchase
Timeshare Loans, and (ii) pursuant to that certain indenture and servicing agreement, dated as of September 1, 2011 (the “Indenture and Servicing Agreement”), by and among the Issuer, Marriott Ownership Resorts, Inc., a
Delaware corporation, as servicer (in such capacity, the “Servicer”) and Wells Fargo Bank, National Association, a national banking association, as indenture trustee (in such capacity, the “Indenture Trustee”) and
back-up servicer (in such capacity, the “Back-up Servicer”), the Issuer intends to pledge, among other things, such Timeshare Loans to the Indenture Trustee to secure the Issuer’s Timeshare Loan Backed Variable Funding Notes,
Series 2011-1 (the “Notes”); 
 WHEREAS, the Seller may provide Qualified Substitute Timeshare Loans for
Timeshare Loans previously sold to the Issuer hereunder; and 
 NOW, THEREFORE, in consideration of the mutual covenants set
forth herein, and for other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto covenant and agree as follows: 
 SECTION 1. Definitions; Interpretation. Capitalized terms used but not defined herein shall have the meanings specified in “Standard Definitions” attached hereto as Annex A.

 SECTION 2. Acquisition of Timeshare Loans. 

(a)    Timeshare Loans. On each Funding Date or Transfer Date, in return for the Timeshare
Loan Acquisition Price for each of the Timeshare Loans to be sold on such Funding Date or Transfer Date, as applicable, the Seller does hereby transfer, assign, sell and grant to the Issuer, without recourse (except as provided in Section 6 and
Section 8 hereof), any and all of the Seller’s right, title and interest in and to (i) each Timeshare Loan listed on the Schedule of Timeshare Loans related to each Additional Timeshare Loan Supplement, (ii) the Receivables in
respect of such Timeshare Loans due on and after the related Cut-Off Date, (iii) the related Timeshare Loan Files, (iv) all Related Security in respect of each such Timeshare Loan, (v) all rights and remedies of the Seller pursuant to
the Purchase Agreement, and (vi) all income, payments, proceeds and other benefits and rights related to any of the foregoing (the “Conveyed Timeshare Loan Assets”). The excess amount, if any, between the Timeshare Loan
Acquisition Price for a Timeshare Loan and the amount of cash received by the Seller from the Issuer on the related Funding Date or Transfer Date, as applicable, from the proceeds of the Notes, will be a deemed capital contribution to the Issuer


  
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(through the Owner, a wholly-owned subsidiary of the Seller). Upon such sale, the ownership of such Timeshare Loan and all collections allocable to principal and interest thereon due after the
related Cut-Off Date and all other property interests or rights conveyed pursuant to and referenced in this Section 2(a) shall immediately vest in the Issuer, its successors and assigns. The Seller shall not take any action inconsistent with
such ownership nor claim any ownership interest in any Timeshare Loan for any purpose whatsoever other than for consolidated financial and federal and state income tax reporting. 

(b)    Delivery of Timeshare Loan Files. In connection with the sale, transfer, assignment and
conveyance of any Timeshare Loans hereunder, the Issuer hereby directs the Seller and the Seller hereby agrees to deliver or cause to be delivered to the Custodian all related Timeshare Loan Files no later than the applicable Funding Date or
Transfer Date, as the case may be. 
 (c)    Collections. The Seller shall deposit or
cause to be deposited all collections that are received by it in respect of the Timeshare Loans conveyed hereunder on and after the related Cut-Off Date in the Collection Account. 

(d)    Limitation of Liability. Neither the Issuer nor any subsequent assignee of the Issuer
shall have any obligation or liability with respect to any Timeshare Loan nor shall the Issuer or any subsequent assignee have any liability to any Obligor in respect of any Timeshare Loan. No such obligation or liability is intended to be assumed
by the Issuer or any subsequent assignee herewith and any such obligation or liability is hereby expressly disclaimed. 

SECTION 3. Intended Characterization; Grant of Security Interest. It is the intention of the parties hereto that each transfer of
Timeshare Loans to be made pursuant to the terms hereof shall constitute a sale by the Seller to the Issuer of such Timeshare Loans and the related property described in Section 2 hereof and not a loan secured by such Timeshare Loans and the
related property. In the event, however, that a court of competent jurisdiction were to hold that any such transfer constitutes a loan and not a sale, it is the intention of the parties hereto (i) that the Seller shall be deemed to have Granted
to the Issuer as of the date hereof a first priority perfected security interest in all of the Seller’s right, title and interest in, to and under each Timeshare Loan whether now owned or hereafter acquired, and the related property as
described in Section 2 hereof and (ii) this Agreement shall constitute a security agreement under applicable law. In the event of the characterization of any such transfer as a loan, the amount of interest payable or paid with respect to
such loan under the terms of this Agreement shall be limited to an amount which shall not exceed the maximum nonusurious rate of interest allowed by the applicable state law or any applicable law of the United States permitting a higher maximum
nonusurious rate that preempts such applicable state law, which could lawfully be contracted for, charged or received (the “Highest Lawful Rate”). In the event any payment of interest on any such loan exceeds the Highest Lawful
Rate, the parties hereto stipulate that (a) to the extent possible given the term of such loan, such excess amount previously paid or to be paid with respect to such Timeshare Loans be applied to reduce the principal balance of such Timeshare
Loans, and the provisions thereof immediately be deemed reformed and the amounts thereafter collectible thereunder reduced, without the necessity of the execution of any new 

  
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document, so as to comply with the then applicable law, but so as to permit the recovery of the fullest amount otherwise called for thereunder and (b) to the extent that the reduction of the
principal balance of, and the amounts collectible under, such loan and the reformation of the provisions thereof described in the immediately preceding clause (a) is not possible given the term of such loan, such excess amount will be deemed to
have been paid with respect to such loan as a result of an error and upon discovery of such error or upon notice thereof by any party hereto such amount shall be refunded by the recipient thereof. 

The characterization of the Seller as “debtor” and the Issuer as “secured party” in any financing statement required
hereunder is solely for protective purposes and shall in no way be construed as being contrary to the intent of the parties that this transaction be treated as a sale to the Issuer of the Seller’s entire right, title and interest in and to the
property specified in the first sentence of this Section 3. 
 SECTION 4. Conditions Precedent to Acquisition of
Timeshare Loans. The obligations of the Issuer to purchase any Timeshare Loans hereunder shall be subject to the satisfaction of the following conditions: 
 (a)    With respect to each Funding Date and Transfer Date, all representations and warranties of the Seller contained in Section 5(a) hereof shall be true and correct on the
related Funding Date and Transfer Date, as applicable, as if made on such date, and all representations and warranties as to the Timeshare Loans contained in Section 5(b) hereof and all information provided in the Schedule of Timeshare Loans in
respect of the Timeshare Loans (including the Qualified Substitute Timeshare Loans conveyed on such Transfer Date) shall be true and correct on such Funding Date and Transfer Date, as the case may be. 

(b)    On or prior to each Funding Date and Transfer Date, as the case may be, the Seller shall have
delivered or shall have caused the delivery of the related Timeshare Loan Files to the Custodian in accordance with Section 2(b) hereof and the Custodian shall have delivered a receipt therefor pursuant to the Custodial Agreement on or prior to
the Funding Date or the Transfer Date, as applicable. 
 (c)    The Seller shall have
delivered all other information theretofore required or reasonably requested by the Issuer to be delivered by the Seller or performed all other obligations required to be performed as of the Funding Date or Transfer Date, as the case may be,
including all filings, recordings and/or registrations as may be necessary in the opinion of the Issuer or the Indenture Trustee to establish and preserve the right, title and interest of the Issuer or the Indenture Trustee, as the case may be, in
the related Timeshare Loans. 
 (d)    On or before the Closing Date, the Issuer, the
Servicer, the Back-Up Servicer and the Indenture Trustee shall have entered into the Indenture and Servicing Agreement and on any Funding Date, the Indenture and Servicing Agreement shall be in full force and effect. 

  
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 (e)    Each Timeshare Loan conveyed on a Funding Date
shall be an Eligible Timeshare Loan. 
 (f)    Each of the conditions precedent under
Section 4.03 of the Indenture and Servicing Agreement and Section 2.2 of the Note Purchase Agreement shall have been satisfied. 
 (g)    Each Qualified Substitute Timeshare Loan replacing a Timeshare Loan shall satisfy each of the criteria specified in the definition of “Qualified Substitute Timeshare
Loan” and each of the conditions in Section 6 herein and in Section 4.06 of the Indenture and Servicing Agreement for substitution of Timeshare Loans shall have been satisfied. 

(h)    The Seller and the Issuer shall have duly entered, executed and delivered an Additional
Timeshare Loan Supplement in the form attached hereto as Exhibit D. 
 (i)    The
Seller shall have delivered to the Issuer copies of UCC financing statements covering such Additional Timeshare Loan if necessary to perfect the Issuer’s first priority interest in such Additional Timeshare Loans and the related assets.

 (j)    The Seller shall have delivered such other certificates and opinions as shall be
reasonably requested by the Issuer or its assignee. 
 SECTION 5. Representations and Warranties and Certain Covenants of the
Seller. 
 (a)    The Seller represents and warrants to the Issuer and the Indenture
Trustee for the benefit of the Noteholders, on each Funding Date and Transfer Date (with respect to the Timeshare Loans or the Qualified Substitute Timeshare Loans transferred on such Funding Date or Transfer Date) as follows: 

(i)    Due Incorporation; Valid Existence; Good Standing. The Seller is a corporation duly
organized and validly existing in good standing under the laws of the jurisdiction of its incorporation; and is duly qualified to do business as a foreign corporation and in good standing under the laws of each jurisdiction where the character of
its property, the nature of its business or the performance of its obligations under this Agreement makes such qualification necessary, except where the failure to be so qualified will not have a material adverse effect on the business of the Seller
or its ability to perform its obligations under this Agreement or any other Facility Document to which it is a party or under the transactions contemplated hereunder or thereunder or the validity or enforceability of the Timeshare Loans. 

(ii)    Possession of Licenses, Certificates, Franchises and Permits. The Seller holds, and at
all times during the term of this Agreement will hold, all material licenses, certificates, franchises and permits from all governmental authorities necessary for the conduct of its business, and has


  
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received no notice of proceedings relating to the revocation of any such license, certificate, franchise or permit, which singly or in the aggregate, if the subject of an unfavorable decision,
ruling or finding, would materially and adversely affect its ability to perform its obligations under this Agreement or any other Facility Document to which it is a party or under the transactions contemplated hereunder or thereunder or the validity
or enforceability of the Timeshare Loans. 
 (iii)    Corporate Authority and Power.
The Seller has, and at all times during the term of this Agreement will have, all requisite corporate power and authority to own its properties, to conduct its business, to execute and deliver this Agreement and all documents and transactions
contemplated hereunder and to perform all of its obligations under this Agreement and any other Facility Document to which it is a party or under the transactions contemplated hereunder or thereunder. The Seller has all requisite corporate power and
authority to acquire, own, transfer and convey the Timeshare Loans to the Issuer. 

(iv)    Authorization, Execution and Delivery; Valid and Binding. This Agreement and all other
Facility Documents and instruments required or contemplated hereby to be executed and delivered by the Seller have been duly authorized, executed and delivered by the Seller and, assuming the due execution and delivery by, the other party or parties
hereto and thereto, constitute legal, valid and binding agreements enforceable against the Seller in accordance with their respective terms subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other similar laws
affecting the enforceability of creditors’ rights generally applicable in the event of the bankruptcy, insolvency, or reorganization of the Seller and to general principles of equity, regardless of whether such enforceability shall be
considered in a proceeding in equity or at law. This Agreement constitutes a valid transfer of the Seller’s interest in the Timeshare Loans to the Issuer or the valid creation of a first priority perfected security interest in the Timeshare
Loans in favor of the Issuer. 
 (v)    No Violation of Law, Rule, Regulation, etc.
The execution, delivery and performance by the Seller of this Agreement and any other Facility Document to which the Seller is a party do not and will not (A) violate any of the provisions of the certificate of incorporation or bylaws of the
Seller, (B) violate any provision of any law, governmental rule or regulation currently in effect applicable to the Seller or its properties or by which the Seller or its properties may be bound or affected, including, without limitation, any
bulk transfer laws, (C) violate any judgment, decree, writ, injunction, award, determination or order currently in effect applicable to the Seller or its properties or by which the Seller or its properties are bound or affected,
(D) conflict with, or result in a breach of, or constitute a default under, any of the provisions of any indenture, mortgage, deed of trust, contract or other instrument to which the Seller is a party or by which it is bound or (E) result
in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, mortgage, deed of trust, contract or other instrument. 

  
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 (vi)    Governmental Consent. No consent,
approval, order or authorization of, and no filing with or notice to, any court or other Governmental Authority in respect of the Seller is required which has not been obtained in connection with the authorization, execution, delivery or performance
by the Seller of this Agreement or any of the other Facility Documents to which it is a party or under the transactions contemplated hereunder or thereunder, including, without limitation, the transfer of the Timeshare Loans and the creation of the
security interest of the Issuer therein pursuant to Section 3 hereof. 

(vii)    Defaults. The Seller is not in default under any material agreement, contract,
instrument or indenture to which the Seller is a party or by which it or its properties is or are bound, or with respect to any order of any court, administrative agency, arbitrator or governmental body, in each case, which would have a material
adverse effect on the transactions contemplated hereunder or on the business, operations, financial condition or assets of the Seller, and no event has occurred which with notice or lapse of time or both would constitute such a default with respect
to any such agreement, contract, instrument or indenture, or with respect to any such order of any court, administrative agency, arbitrator or governmental body. 

(viii)    No Adverse Change. Since the end of its most recent, audited fiscal year, there has
been no change in the business, operations, financial condition, properties or assets of the Seller which would have a material adverse effect on its ability to perform its obligations under this Agreement or any other Facility Document to which it
is a party or materially adversely affect the transactions contemplated under this Agreement or any such other Facility Documents, provided, that the parties hereto acknowledge the separation of MVW and its subsidiaries from Marriott International
contemplated on the Spin-Off Date, if consummated substantially in accordance with the terms set forth in the Form 10 filed by MVW with the Securities and Exchange Commission on June 28, 2011, as amended by Amendment No. 1 filed with the
Securities and Exchange Commission on September 9, 2011, does not, solely in and of itself, constitute a material adverse change. 
 (ix)    Insolvency. The Seller will be solvent at all relevant times prior to, and will not be rendered insolvent by, the transfer of the Timeshare Loans hereunder. On the
Closing Date, or a Funding Date or Transfer Date, as applicable, the Seller will not engage in any business or transaction for which any property remaining with the Seller would constitute an unreasonably small amount of capital. 

(x)    Pending Litigation or Other Proceedings. There is no pending or, to the best of the
Seller’s knowledge, threatened action, suit, proceeding or investigation before any court, administrative agency, arbitrator or governmental body against or affecting the Seller which, if decided adversely, would materially and adversely affect
(i) the condition (financial or otherwise), business or operations of the Seller, (ii) the ability of the Seller to perform its 

  
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obligations under, or the validity or enforceability of, this Agreement or any other Facility Document to which it is a party, (iii) any Timeshare Loans or title of any Obligor to any
Timeshare Properties, or (iv) the Issuer’s ability to foreclose or otherwise enforce the liens of the Timeshare Loans, including the right to revoke or otherwise terminate the Right-to-Use Agreements and the rights of the Obligors to use
and occupy the related Timeshare Property. 
 (xi)    Information. No document,
certificate or report furnished or required to be furnished by or on behalf of the Seller pursuant to this Agreement, in its capacity as the Seller, contains or will contain when furnished any untrue statement of a material fact or fails, or will
fail, to state a material fact necessary in order to make the statements contained therein not misleading. There are no facts known to the Seller which, individually or in the aggregate, materially adversely affect, or which (aside from general
economic trends) may reasonably be expected to materially adversely affect in the future, the financial condition or assets or business of the Seller, or which may impair the ability of the Seller to perform its obligations under this Agreement and
any other Facility Document to which it is a party, which have not been disclosed herein or therein or in the certificates and other documents furnished to the Issuer by or on behalf of the Seller pursuant hereto or thereto specifically for use in
connection with the transactions contemplated hereby or thereby. 
 (xii)    Foreign Tax
Liability. The Seller is not aware of any Obligor under a Timeshare Loan who has withheld any portion of payments due under such Timeshare Loan because of the requirements of a foreign taxing authority, and no foreign taxing authority has
contacted the Seller concerning a withholding or other foreign tax liability. 

(xiii)    Employee Benefit Plan Liability. As of the Closing Date and each Funding Date and
Transfer Date, as applicable, (i) with respect to any “employee pension benefit plan” (as such term is defined in Section 3(2) of ERISA) sponsored, maintained or contributed to by Seller or any of its Commonly Controlled
Affiliates (as defined below), other than any Seller Multiemployer Plan (as defined below), no “accumulated funding deficiency” (as such term is defined under Section 302 of ERISA or Section 412 of the Code), whether or not
waived, with respect to any plan year beginning prior to January 1, 2008, or with respect to any plan year beginning after December 31, 2007, no unpaid “minimum required contribution” (as such term is defined under
Section 303 of ERISA or Section 430 of the Code) exists, and, to the Seller’s knowledge, no event has occurred or circumstance exists that may result in an unpaid minimum required contribution as of the last day of the current plan
year of any such plan; (ii) the Seller and each of its Commonly Controlled Affiliates has made all undisputed contributions required under each multiemployer plan (as such term is defined in Section 3(37) of ERISA) (a
“Multiemployer Plan”) to which the Seller or any of its Commonly Controlled Affiliates contributes or in which the Seller or any of its Commonly Controlled Affiliates participates (a “Seller Multiemployer Plan”);
and (iii) the aggregate outstanding liability of the Seller 

  
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and its Commonly Controlled Affiliates for disputed contributions required under all Seller Multiemployer Plans collectively does not exceed $500,000 in the aggregate. As of each
Funding Date or Transfer Date, the aggregate outstanding liability of the Seller and its Commonly Controlled Affiliates for any partial or complete withdrawal from any Multiemployer Plans collectively does not exceed $10 million, and, to
the Seller's knowledge, no event has occurred or circumstance exists that presents a risk that the aggregate outstanding liability of the Seller and its Commonly Controlled Affiliates for any partial or complete withdrawal from, or the partition,
termination, reorganization or insolvency of, any Multiemployer Plans could collectively exceed $10 million. For purposes of this subsection (xiii), “Commonly Controlled Affiliates” means those direct or indirect affiliates of
the Seller that would be considered a single employer with the Seller under Section 414(b), (c), (m), or (o) of the Code. 
 (xiv)    Taxes. The Seller has filed all tax returns (federal, state and local) which it reasonably believes are required to be filed and has paid or made adequate provision for
the payment of all taxes, assessments and other governmental charges due from the Seller or is contesting any such tax, assessment or other governmental charge in good faith through appropriate proceedings or such failure will not have a material
adverse effect on the rights and interests of the Issuer. The Seller knows of no basis for any material additional tax assessment for any fiscal year for which adequate reserves have not been established. The Seller intends to pay all such taxes,
assessments and governmental charges when due. 
 (xv)    Place of Business. The
places of business where the Servicer on behalf of the Seller keeps its records concerning the Timeshare Loans will be 1200 U.S. Highway 98 South, Lakeland, Florida 33801 and 6649 Westwood Boulevard, Orlando, Florida 32821 (or such other place
specified by the Seller by written notice to the Issuer and the Indenture Trustee). The principal place of business and chief executive office of the Seller is located at 6649 Westwood Boulevard, Orlando, Florida 32821 (or such other place specified
by the Seller by written notice to the Issuer and the Indenture Trustee). 

(xvi)    Securities Laws. The Seller is not an “investment company” or a company
“controlled” by an “investment company” within the meaning of the Investment Company Act of 1940, as amended. No portion of the Timeshare Loan Acquisition Price for each of the Timeshare Loans will be used by the Seller to
acquire any security in any transaction which is subject to Section 13 or Section 14 of the Securities Exchange Act of 1934, as amended. 
 (xvii)    Ownership of the Seller. Effective on the Closing Date, one-hundred percent (100%) of the outstanding voting stock of the Seller is directly owned (both
beneficially and of record) by Marriott International. Such stock is validly issued, fully paid and nonassessable, and there are no options, warrants or other rights to acquire capital stock from the Seller. Following the Spin-off Date, one-hundred
percent (100%) of the outstanding voting stock of the 

  
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Seller will be directly owned (both beneficially and of record) by MVW US Holdings, Inc., a Delaware corporation, which will be a direct wholly-owned subsidiary of MVW. 

(b)    The Seller hereby: (i) represents and warrants that immediately prior to the transfer of
any Timeshare Loan to the Issuer, the Seller had full legal and equitable title to such Timeshare Loan, free and clear of any liens and encumbrances and (ii) makes the representations and warranties contained in Schedule I hereto for the
benefit of the Issuer and the Indenture Trustee for the benefit of the Noteholders with respect to each Timeshare Loan as of the related Funding Date and as of each Transfer Date (with respect to each Timeshare Loan and Qualified Substitute
Timeshare Loan transferred on such Funding Date or Transfer Date), as applicable. 

(c)    It is understood and agreed that the representations and warranties set forth in this
Section 5 shall survive the sale of each Timeshare Loan to the Issuer and any assignment of such Timeshare Loan by the Issuer to the Indenture Trustee for the benefit of the Noteholders and shall continue so long as any such Timeshare Loan
shall remain outstanding until such time as such Timeshare Loan is repurchased or a Qualified Substitute Timeshare Loan is provided pursuant to Section 6 hereof. The Seller acknowledges that it has been advised that the Issuer intends to assign
all of its right, title and interest in and to each Timeshare Loan and its rights and remedies under this Agreement to the Indenture Trustee for the benefit of the Noteholders. The Seller agrees that, upon any such assignment, the Indenture Trustee
may enforce directly, without joinder of the Issuer (but subject to any defense that the Seller may have under this Agreement) all rights and remedies hereunder. 

(d)    With respect to any representations and warranties contained in Section 5(a) and
Section 5(b) hereof which are made to the best of the Seller’s knowledge, if it is discovered that any representation and warranty is inaccurate and such inaccuracy materially and adversely affects the value of a Timeshare Loan or the
interests of the Issuer or any assignee thereof, then notwithstanding the Seller’s lack of knowledge of the accuracy of such representation and warranty at the time such representation or warranty was made, such inaccuracy shall be deemed a
breach of such representation or warranty for purposes of the repurchase or substitution obligations described herein. 

SECTION 6. Repurchases and Substitutions. 

(a)    Mandatory Repurchases and Substitutions for Breaches of Representations and Warranties.
Upon the discovery by the Seller or the Issuer of a breach of any of the representations and warranties in Section 5(a) or Section 5(b) hereof which materially and adversely affects the value of a Timeshare Loan or the interests of the
Issuer or any subsequent assignee of the Issuer (including the Indenture Trustee for the benefit of the Noteholders) therein, the party discovering such breach shall give prompt written notice thereof to the others and the Performance Guarantor;
provided that with respect to any Trust-Based Timeshare Loan, no breach of any representation or warranty set forth in clauses (aa), (cc), (ff), (kk), (mm), or (oo) of Schedule I hereto will be deemed to materially and adversely affect the
value of such Timeshare Loan or the 

  
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interests of the Issuer or any subsequent assignee of the Issuer therein unless such breach materially and adversely affects the MVC Trust. Within 60 days from the date the Seller is notified of,
or otherwise discovers, such breach, the Seller shall eliminate or otherwise cure in all material respects the circumstance or condition which has caused such representation or warranty to be incorrect or either (i) repurchase such Timeshare
Loan at the Repurchase Price, or (ii) provide one or more Qualified Substitute Timeshare Loans for such Timeshare Loan and pay the related Substitution Shortfall Amount, if any. 

Notwithstanding the foregoing, (A) the failure to deliver a policy of lender’s title insurance in respect of a Timeshare Loan
shall not constitute a breach of representation or warranty in respect of such Timeshare Loan if (i) the Timeshare Loan File contains a commitment to issue a policy of lender’s title insurance, and (ii) if such actual policy is
delivered not later than the 90th day following the Funding Date or the Transfer Date, as the case may be, and (B) the failure to provide evidence that a Mortgage or certificate of title has been recorded and/or stamped, as the case may be, in
the appropriate recording office shall not constitute a breach of representation or warranty in respect of such Timeshare Loan if such evidence is provided not later than the 90th day following the Funding Date or the Transfer Date, as the case may
be; provided, however, that if such policy of lender’s title insurance was delayed because the related original Mortgage (or a copy thereof) had not been received from the appropriate recording office prior to the 80th day following the Funding
Date or Transfer Date, as the case may be, then such 90-day periods in (A)(ii) and (B) shall be extended to a date 30 days after such receipt. 
 (b)    Optional Repurchases and Substitutions of Timeshare Loans. On any date, the Seller shall have the option, but not the obligation, to either (i) repurchase a
Defaulted Timeshare Loan from the Issuer for a price equal to the Repurchase Price therefor, or (ii) substitute one or more Qualified Substitute Timeshare Loans for a Defaulted Timeshare Loan and pay the related Substitution Shortfall Amount,
if any; provided, however, the aggregate Cut-Off Date Loan Balance of Defaulted Timeshare Loans that may be repurchased and of Defaulted Timeshare Loans that may be substituted pursuant to this Section 6(b) shall be limited on any
date to 20% of the highest aggregate Loan Balance of all Timeshare Loans owned by the Issuer since the Closing Date or, if a Securitization Take-Out shall have occurred, the related Securitization Take-Out Date, less the aggregate Cut-Off Date Loan
Balance of all Defaulted Timeshare Loans previously repurchased or substituted at the Seller’s option. 

(c)    Payment of Repurchase Prices and Substitution Shortfall Amounts. The Issuer hereby
directs and the Seller hereby agrees to remit all amounts in respect of Repurchase Prices and Substitution Shortfall Amounts in immediately available funds to the Collection Account. In the event that more than one Timeshare Loan is substituted
pursuant to Sections 6(a) or (b) hereof on any Transfer Date, the Substitution Shortfall Amounts and the Loan Balances of Qualified Substitute Timeshare Loans shall be calculated on an aggregate basis for all substitutions made on such Transfer
Date. 
 (d)    Schedule of Timeshare Loans. The Issuer hereby directs, and the
Seller hereby agrees, on each date on which a Timeshare Loan has been repurchased or substituted, to provide the Issuer and the Indenture Trustee with a revised Schedule of 

  
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Timeshare Loans reflecting the removal of such Timeshare Loans and subjecting any Qualified Substitute Timeshare Loans to the provisions of this Agreement. 

(e)    Officer’s Certificate. The Seller shall, on each Transfer Date, certify in writing
to the Issuer and the Indenture Trustee that (i) each new Timeshare Loan meets all the criteria of the definition of “Qualified Substitute Timeshare Loan”, (ii) the Timeshare Loan Files for such Qualified Substitute Timeshare
Loans have been delivered to the Custodian and (iii) the Timeshare Loan Servicing Files for such Qualified Substitute Timeshare Loan have been delivered to the Servicer. 

(f)    Release. In connection with any repurchase or substitution of one or more Timeshare
Loans contemplated by this Section 6, upon satisfaction of the conditions contained in this Section 6, the Issuer shall execute and deliver (or shall cause the Issuer to execute and deliver) such instruments of transfer or assignment
presented to it by the Seller, in each case without recourse, as shall be necessary to vest in the Seller the legal and beneficial ownership of such Timeshare Loans; provided that with respect to a release of a Timeshare Loan that is substituted by
a Qualified Substitute Timeshare Loan, the Issuer shall not execute and deliver or cause the execution and delivery of such releases and instruments of transfer or assignment until the Indenture Trustee and the Servicer receive a receipt from the
Custodian for such Qualified Substitute Timeshare Loan. The Issuer shall cause the Custodian to release the related Timeshare Loan Files to the Seller or its designee. 

(g)    Sole Remedy. It is understood and agreed that the obligations of the Seller to cure,
repurchase or substitute Timeshare Loans contained in Section 6(a) hereof and the obligation of the Seller to indemnify pursuant to Section 8 hereof shall constitute the sole remedies for the breaches of any representation or warranty with
respect to the Timeshare Loans contained in Section 5(a) or Section 5(b) hereof. 
 SECTION 7. Additional Covenants
of the Seller. The Seller hereby covenants and agrees with the Issuer as follows: 

(a)    The Seller will comply in all material respects with all applicable laws, rules, regulations
and orders and preserve and maintain its corporate existence, rights, franchises, qualifications and privileges except to the extent that the failure so to comply with such laws, rules and regulations or the failure so to preserve and maintain such
existence, rights, franchises, qualifications and privileges could not reasonably be expected to materially adversely affect the collectibility of the Timeshare Loans or the ability of the Seller to perform its obligations under this Agreement and
any of the Facility Documents to which it is a party. 
 (b)    On or prior to each Funding
Date or a Transfer Date, as applicable, the Seller shall indicate in its computer files and other records that each Timeshare Loan has been sold to the Issuer and subsequently pledged by the Issuer to the Indenture Trustee for the benefit of the
Noteholders. 

  
 11 









 (c)    The Seller shall respond to any inquiries with
respect to ownership of a Timeshare Loan by stating that such Timeshare Loan has been sold to the Issuer and that the Issuer is the owner of such Timeshare Loan and that such Timeshare Loan has been pledged by the Issuer to the Indenture Trustee for
the benefit of the Noteholders. 
 (d)    On or prior to a Funding Date or a Transfer Date,
as applicable, the Seller shall file, at its own expense, financing statements in favor of the Issuer, and, if applicable, the Indenture Trustee for the benefit of the Noteholders with respect to the Timeshare Loans meeting the requirements of state
law in such manner and in such jurisdictions as are necessary or appropriate to perfect the acquisition of the Timeshare Loans by the Issuer from the Seller, and shall deliver file-stamped copies of such financing statements to the Issuer and the
Indenture Trustee for the benefit of the Noteholders. 
 (e)    The Seller agrees from time
to time, at its expense, promptly to execute and deliver all further instruments and documents, and to take all further actions, that may be necessary, or that the Issuer or the Indenture Trustee may reasonably request, to perfect, protect or more
fully evidence the sale of the Timeshare Loans, or to enable the Issuer or the Indenture Trustee to exercise and enforce its rights and remedies hereunder or under any Timeshare Loan including but not limited to powers of attorney, UCC financing
statements and assignments of Mortgage and Right-to-Use Agreement. The Seller hereby appoints the Issuer and the Indenture Trustee as attorney-in-fact, which appointment is coupled with an interest and is therefore irrevocable, to act on behalf and
in the name of the Seller to enforce obligations of the Seller hereunder. 
 (f)    Any
change in the legal name of the Seller and any use by it of any tradename, fictitious name, assumed name or “doing business as” name occurring after the Closing Date shall be promptly disclosed in writing to the Issuer and the Indenture
Trustee. 
 (g)    Upon the discovery or receipt of notice of a breach of any of its
representations or warranties and covenants contained herein, the Seller shall promptly disclose to the Issuer and the Indenture Trustee, in reasonable detail, the nature of such breach. 

(h)    The Seller shall within one Business Day transfer to the Issuer or its assignee, as
applicable, any payment it receives in respect of the Timeshare Loans. 
 (i)    In the
event that the Seller or the Issuer or any assignee of the Issuer should receive actual notice of any transfer taxes arising out of the transfer, assignment and conveyance of a Timeshare Loan, on written demand by the Issuer, or upon the Seller
otherwise being given notice thereof, the Seller shall pay, and otherwise indemnify and hold the Issuer and any of its assignees harmless, on an after-tax basis, from and against any and all such transfer taxes. 

(j)    The Seller will keep its principal place of business and chief executive office and the office
where it keeps its records concerning the Timeshare Loans 

  
 12 









 
at the address of the Seller listed herein or, upon 30 days’ prior written notice to the Issuer and the Indenture Trustee, at any other location in jurisdictions where all actions reasonably
requested by the Issuer or the Indenture Trustee to protect and perfect the interest in the Timeshare Loans, Obligor Notes and Right-to-Use Agreements under the applicable UCC have been taken and completed within 10 days of such notice. The Seller
also will maintain and implement administrative and operating procedures (including, without limitation, an ability to recreate records evidencing the Seller in the event of the destruction of the originals thereof), and keep and maintain all
documents, books, records and other information reasonably necessary or advisable for the collection of all Timeshare Loans (including, without limitation, records adequate to permit the daily identification of each Obligor Note and all payments
made with regard to the related Timeshare Loans). 
 (k)    The Seller shall authorize and
file such continuation statements and any other documents reasonably requested by the Issuer or the Indenture Trustee or which may be required by law to preserve and protect the interest of the Issuer or the Indenture Trustee hereunder in and to the
Timeshare Loans. 
 (l)    The Seller agrees from time to time, at its expense, promptly to
execute and deliver all further instruments and documents, and to take all further actions, that may be necessary, or that the Issuer or the Indenture Trustee may reasonably request, to perfect, protect or more fully evidence the Timeshare Loans, or
to enable the Issuer or the Indenture Trustee to exercise and enforce its rights and remedies hereunder or under any of the other Facility Documents to which it is a party. 

(m)    The Seller authorizes the Issuer and the Indenture Trustee to file continuation statements,
and amendments thereto, relating to the Timeshare Loans, the underlying Obligor Notes and all payments made with regard to the Timeshare Loans without the signature of the Seller where permitted by law. A photocopy or other reproduction of this
Agreement shall be sufficient as a financing statement where permitted by law. The Issuer confirms that it is not its present intention to file a photocopy or other reproduction of this Agreement as a financing statement, but reserves the right to
do so if, in its good faith determination, there is at such time no reasonable alternative remaining to it. 

(n)    In the event that the Seller shall have received any insurance proceeds and such proceeds are
not payable to an Obligor, the Seller shall promptly remit such insurance proceeds to the Indenture Trustee for deposit into the Collection Account. 
 SECTION 8. Indemnification. 
 (a)    The
Seller agrees to indemnify the Issuer, the Indenture Trustee, the Administrative Agent, the Funding Agents and the Noteholders (each an “Indemnified Party”, collectively, the “Indemnified Parties”) against
(x) any and all claims, losses, liabilities, (including legal fees and related costs) that such Indemnified Parties may sustain directly or indirectly related to any inaccuracy or breach of the representations and warranties of the Seller under
Section 5 hereof and (y) a failure by 

  
 13 









 
the Seller to perform any of its obligations under the Facility Documents (“Indemnified Amounts”) excluding, however (i) Indemnified Amounts to the extent resulting from the
gross negligence or willful misconduct on the part of such Indemnified Party; (ii) any recourse for any uncollectible Timeshare Loan not related to a breach of representation or warranty by the Seller; (iii) recourse to the Seller for a
Defaulted Timeshare Loan so long as the same is replaced or repurchased pursuant to Section 6 hereof; (iv) income, franchise or similar taxes with respect to such Indemnified Party arising out of or as a result of this Agreement or the
transfer of the Timeshare Loans; (v) Indemnified Amounts attributable to any violation by an Indemnified Party of any requirement of law related to an Indemnified Party; or (vi) the operational or administration expenses of an Indemnified
Party generally and not related to the enforcement of this Agreement. The Seller shall (x) promptly notify the Issuer and the Indenture Trustee if a claim is made by a third party with respect to this Agreement or the Timeshare Loans, and
relating to (i) the failure by the Seller to perform its duties in accordance with the terms of this Agreement or (ii) a breach of the Seller’s representations, covenants and warranties contained in this Agreement, and (y) assume
(with the consent of the related Indemnified Party, which consent shall not be unreasonably withheld) the defense of any such claim and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any
judgment, order or decree which may be entered against it or the related Indemnified Party in respect of such claim. If the Seller shall have made any indemnity payment pursuant to this Section 8 and the recipient thereafter collects from
another Person any amount relating to the matters covered by the foregoing indemnity, the recipient shall promptly repay such amount to the Seller. 
 (b)    The obligations of the Seller under this Section 8 to indemnify the Indemnified Parties shall survive the termination of this Agreement and continue until the Notes are
paid in full or otherwise released or discharged. 
 SECTION 9. No Proceedings. The Seller hereby agrees that it
will not, directly or indirectly, institute, or cause to be instituted, or join any Person in instituting, against the Issuer or any Resort, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings
under any federal or state bankruptcy or similar law so long as there shall not have elapsed one year plus one day since the latest maturing Notes issued by the Issuer. 
 SECTION 10. Notices, Etc. All notices and other communications provided for hereunder shall, unless otherwise stated herein, be in writing and mailed or telecommunicated, or delivered as to
each party hereto, at its address set forth under its name on the signature page hereof or at such other address as shall be designated by such party in a written notice to the other parties hereto. All such notices and communications shall not be
effective until received by the party to whom such notice or communication is addressed. 
 SECTION 11. No Waiver;
Remedies. No failure on the part of the Seller, the Issuer or any assignee thereof to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right
hereunder preclude any other or further exercise thereof or the exercise of any other right. The remedies herein provided are cumulative and not exclusive of any other remedies provided by law. 

  
 14 









 SECTION 12. Binding Effect; Assignability. This Agreement shall be binding upon
and inure to the benefit of the Seller, the Issuer and their respective successors and permitted assigns. Any assignee shall be an express third party beneficiary of this Agreement, entitled directly to enforce this Agreement. The Seller may not
assign any of its rights and obligations hereunder or any interest herein without the prior written consent of the Issuer and any of its assignees. The Issuer may, and intends to, assign all of its rights hereunder to the Indenture Trustee for
the benefit of the Noteholders and the Seller consents to any such assignment. This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms, and shall remain in full force and effect
until its termination; provided, however, that the rights and remedies with respect to any breach of any representation and warranty made by the Seller pursuant to Section 5 hereof and the repurchase or substitution and
indemnification obligations shall be continuing and shall survive any termination of this Agreement but such rights and remedies may be enforced only by the Issuer and the Indenture Trustee. 

SECTION 13. Amendments; Consents and Waivers. No modification, amendment or waiver of, or with respect to, any provision of
this Agreement, and all other agreements, instruments and documents delivered thereto, nor consent to any departure by the Seller from any of the terms or conditions thereof shall be effective unless it shall be in writing and signed by each of the
parties hereto and the written consent of the Indenture Trustee for the benefit of the Noteholders is given. The Issuer shall provide the Indenture Trustee with such proposed modifications, amendments or waivers. Any waiver or consent shall be
effective only in the specific instance and for the purpose for which given. No consent by the Indenture Trustee shall, in itself, entitle Seller to any other consent in similar or other circumstances. The Seller acknowledges that in connection with
the intended pledge by the Issuer of all of its right, title and interest in and to each Timeshare Loan to the Indenture Trustee for the benefit of the Noteholders, the Issuer, as Issuer, intends to issue the Notes, the proceeds of which will be
used by the Issuer to purchase the Timeshare Loans conveyed hereunder. 
 SECTION 14. Severability. In case any
provision in or obligation under this Agreement shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation, shall not in
any way be affected or impaired thereby in any other jurisdiction. Without limiting the generality of the foregoing, in the event that a Governmental Authority determines that the Issuer may not purchase or acquire Timeshare Loans, the transactions
evidenced hereby shall constitute a loan and not a purchase and sale, notwithstanding the otherwise applicable intent of the parties hereto, and the Seller shall be deemed to have granted to the Issuer as of the date hereof, a first priority
security interest in all of the Seller’s right, title and interest in, to and under such Timeshare Loan and the related property as described in Section 2 hereof. 
 SECTION 15. GOVERNING LAW; CONSENT TO JURISDICTION. 

(a)    THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
NEW YORK, WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICTS OF LAW OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK. 

  
 15 









 (b)    THE SELLER AND THE ISSUER HEREBY SUBMIT TO THE
NON-EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK AND THE UNITED STATES DISTRICT COURT LOCATED IN THE BOROUGH OF MANHATTAN IN NEW YORK CITY AND EACH WAIVES PERSONAL SERVICE OF ANY AND ALL PROCESS UPON IT AND CONSENTS THAT ALL SUCH
SERVICE OF PROCESS BE MADE BY REGISTERED MAIL DIRECTED TO THE ADDRESS SET FORTH ON THE SIGNATURE PAGE HEREOF AND SERVICE SO MADE SHALL BE DEEMED TO BE COMPLETED FIVE DAYS AFTER THE SAME SHALL HAVE BEEN DEPOSITED IN THE U.S. MAILS, POSTAGE PREPAID.
THE SELLER AND THE ISSUER EACH HEREBY WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS, AND ANY OBJECTION TO VENUE OF ANY ACTION INSTITUTED HEREUNDER AND CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY
THE COURT. NOTHING IN THIS SECTION 15 SHALL AFFECT THE RIGHT OF THE SELLER OR THE ISSUER TO SERVE LEGAL PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR AFFECT THE RIGHT OF ANY OF THEM TO BRING ANY ACTION OR PROCEEDING IN THE COURTS OF ANY OTHER
JURISDICTION. 
 SECTION 16. Headings. The headings herein are for purposes of reference only and shall not
otherwise affect the meaning or interpretation of any provision hereof. 
 SECTION 17. Execution in
Counterparts. This Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and both of which when taken together shall constitute one and the same agreement.
Delivery of an executed counterpart of this Agreement by facsimile or other electronic transmission (i.e., “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart hereof and deemed an original.

 SECTION 18. Owner Trustee. It is expressly understood and agreed by the parties hereto that (a) this Agreement is
executed and delivered by Wilmington Trust, N.A. not individually or personally but solely as Owner Trustee of the Issuer, in the exercise of the powers and authority conferred and vested in it, (b) each of the representations, undertakings and
agreements herein made or on the part of the Issuer is made and intended not as personal representations, undertakings and agreements by Wilmington Trust, N.A., but is made and intended for the purpose of binding only the Issuer, (c) nothing
herein contained shall be construed as creating any liability on Wilmington Trust, N.A., individually or personally, to perform any covenant either expressed or implied contained herein, all such liability, if any, being expressly waived by the
parties hereto and by any Person claiming by, through or under the parties hereto, and (d) under no circumstances shall Wilmington Trust, N.A. be personally liable for the payment of any indebtedness or expenses of the Issuer or be liable for
the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuer under this Agreement or any other related document. Notwithstanding the foregoing, Wilmington Trust, N.A. shall not be relieved of any of
its duties and obligations under the Administration Agreement or the Trust Agreement. 

  
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 [Signature Page Follows] 

  
 17 









 IN WITNESS WHEREOF, the parties have caused this Sale Agreement to be executed by their
respective officers thereunto duly authorized, as of the date first above written. 
  

							
	 MORI SPC SERIES CORP., as Seller

			
	 By:
	 	 /s/ Jean Pierre Parisien
	 	
		 	Name:	 	Jean Pierre Parisien
		 	Title:	 	Vice President
		 	Address:	 	 10400 Fernwood Road
 Bethesda, Maryland 20817

		 	Telephone:	 	(301) 380-3153
		 	Facsimile:	 	(301) 380-5067
	
	 MARRIOTT VACATIONS WORLDWIDE OWNER TRUST
 2011-1

		
	 By:
	 	WILMINGTON TRUST, NATIONAL ASSOCIATION,
not individually, but solely in its capacity as Owner Trustee
			
	 By:
	 	 /s/ Rita Marie Ritrovato
	 	
		 	Name:	 	Rita Marie Ritrovato
		 	Title:	 	Assistant Vice President
		 	Address:	 	1220 North Market Street, Suite 202
		 		 	Wilmington, Delaware 19801
		 	Telephone:	 	(302) 255-4966
		 	Facsimile:	 	(302) 661-2266









 Schedule I 

(a)    All federal, state or local laws, rules or regulations, including, without limitation, those
relating to usury, truth-in-lending, real estate settlement procedure, land sales, the offer and sale of securities, consumer credit protection and equal credit opportunity or disclosure, applicable to the Timeshare Loan or the sale of the Timeshare
Property securing the related Obligor Note have been complied with in all material respects. The applicable rescission period with respect to the Timeshare Loan has expired, and the Timeshare Loan was not originated in, or is subject to the laws of,
any jurisdiction under which the transfer, conveyance or assignment of such Timeshare Loan would be unlawful, void or voidable. 
 (b)    If the Timeshare Loan is a Mortgage Loan, the Timeshare Property constitutes a fee interest in real property at one of the Resorts or a real property interest in the MVC Trust
and the related Mortgage has been duly filed and recorded (or is in the process of being recorded) with all appropriate governmental authorities in all jurisdictions in which such Mortgage is required to be filed and recorded to create a valid,
binding and enforceable first priority perfected security interest on the related Timeshare Property subject only to Permitted Liens. If the Timeshare Loan is a Right-to-Use Loan, the related Timeshare Property is a Unit at a Resort and the related
Right-to-Use Agreement grants the related Obligor the right to use and occupy such Unit and the related Right-to-Use Agreement has been duly filed and recorded with all governmental authorities in all jurisdictions in which the related Right-to-Use
Agreement is required to be filed and recorded to enable the Seller and its assigns to enforce the revocation and termination rights granted in the Right-to-Use Agreement. 

(c)    Immediately prior to the transfer pursuant to Section 2 of this Agreement of the
Timeshare Loan from the Seller to the Issuer, the Seller will own full legal and equitable title to such Timeshare Loan, free and clear of any lien, charge, encumbrance or participation or ownership interest in favor of any other Person, other than
the Permitted Liens. All of the Seller’s right, title and interest in and to such Timeshare Loan has been validly and effectively transferred to the Issuer or a valid first priority security interest in, and/or the right of revocation and
termination provided in the related Right-to-Use Agreement with respect to, the related Obligor Note has been created or assigned in favor of the Issuer. 
 (d)    Each of the related Mortgage, related Right-to-Use Agreement, related Obligor Note, and each other document in the related Timeshare Loan File is genuine and the legal, valid
and binding obligation of the maker thereof, enforceable in accordance with its terms (except as such enforceability may be limited by bankruptcy, insolvency, reorganization, and other similar laws affecting the enforcement of creditors’ rights
generally and by general principles of equity, regardless of whether such enforceability shall be considered in a proceeding in equity or at law), and is not subject to any dispute, right of setoff, recoupment, counterclaim, or defense of any kind,
whether arising out of transactions concerning such Timeshare Loan or otherwise, and no such right has been asserted with respect thereto. 

  
 S-1









 (e)    All parties to the related Mortgage or the
related Right-to-Use Agreement and the related Obligor Note had legal capacity to enter into such Mortgage or Right-to-Use Agreement and Obligor Note and to execute and deliver such related Mortgage or the related Right-to-Use Agreement and related
Obligor Note, and such related Mortgage, related Right-to-Use Agreement and related Obligor Note have been duly and properly executed by such parties. No amendments to such related Mortgage or the related Right-to-Use Agreement, related Obligor Note
or any other document in the related Timeshare Loan File were required as a result of any mergers involving the Seller or its predecessors to maintain the rights of the Seller or its predecessors thereunder as a mortgagee or party to a Right-to-Use
Agreement. The related Obligor has not been released, in whole or in part, from any of its obligations in respect of the Timeshare Loan. No Obligor Note has been satisfied, canceled, rescinded or subordinated, in whole or in part, and no instrument
has been executed that would effect any such satisfaction, release, cancellation, subordination or rescission. 

(f)    At the time the originator made the related Obligor Note secured by a Mortgage or a
Right-to-Use Agreement to the related Obligor, such Obligor had good and marketable fee simple title to the Timeshare Property or Right-to-Use Agreement securing such Obligor Note, free and clear of all Liens, except for Permitted Liens. 

(g)    The related Mortgage or Right-to-Use Agreement, as the case may be, contains customary and
enforceable provisions so as to render the rights and remedies of the holder thereof adequate for the practical realization against the related Timeshare Property of the benefits of the security interests or other remedies intended to be provided
thereby, including by judicial foreclosure or other applicable remedies. There is no exemption available to the related Obligor which would interfere with the mortgagee’s right to foreclose such related Mortgage, if applicable, or the
Issuer’s or Servicer’s right to enforce the revocation and termination rights in the related Right-to-Use Agreement, other than that which may be available under applicable bankruptcy, debt relief, homestead statutes or the Servicemembers
Civil Relief Act of 2003, or a similar, applicable law of the country in which the Obligor is located, if other than the United States. 
 (h)    The related Obligor Note is not and has not been secured by any collateral except the Lien of the related Mortgage or rights and remedies in the related Right-to-Use Agreement,
as the case may be. 
 (i)    (x) The related Mortgage or Right-to-Use Agreement, as
applicable, for (A) each jurisdiction in which a Resort is located, and (B) the jurisdiction under which the Beneficial Interests are issued and (y) the related Obligor Note for (A) each jurisdiction in which a Resort is located
and (B) each jurisdiction in which Beneficial Interests are sold, are substantially in the respective forms set forth as Exhibit B hereto. 

  
 S-2









 (j)    All entries with respect to such Timeshare Loan
(including if it is a Qualified Substitute Timeshare Loan) as set forth on the related Schedule of Timeshare Loans are true and correct. 
 (k)    All of the related Timeshare Loan Servicing Files for such Timeshare Loan have on or prior to the Funding Date or Transfer Date, as applicable, have been obtained by the
Servicer and all the related Timeshare Loan Files are complete (as required in the definition of “Timeshare Loan Files”) in all material respects and are in the possession of the Custodian. 

(l)    The Mortgage, if any, is covered by a form of lender’s title insurance policy issued by a
title insurer qualified to do business in the jurisdiction where the related Timeshare Property or, with respect to a Beneficial Interest, the MVC Trust, is located, insuring the Seller and its successors and assigns, as to the first priority
perfected Lien of the Mortgage, subject only to Permitted Liens, in an amount equal to or greater than the Loan Balance of such Obligor Note on the Funding Date or Transfer Date, as the case may be. Such lender’s title insurance policy is in
full force and effect. No claims have been made under such lender’s title insurance policy, and no prior holder of such Mortgage, including the Seller, has done or omitted to do anything which would impair the coverage of such lender’s
title insurance policy. 
 (m)    The Seller has not taken (or omitted to take), and has no
notice that the related Obligor has taken (or omitted to take), any action that would impair or invalidate the coverage provided by any hazard, title or other insurance policy, if any, relating to such Obligor Note or the related Timeshare Property.

 (n)    The related Obligor Note evidences a fully amortizing debt obligation which bears
a fixed rate of interest, provides for substantially level monthly payments of principal and interest (other than the final payment thereon), and is payable in United States dollars. 

(o)    The related Obligor Note has an original term to stated maturity of twenty years or less.

 (p)    A minimum of one payment due under the Timeshare Loan has been made on the related
Obligor Note prior to the related Cut-Off Date. 
 (q)    Such Timeshare Loan is not more
than 30 days delinquent on any payment of principal or interest. 
 (r)    All applicable
intangible taxes, documentary stamp taxes and state and local taxes were paid in respect of such Timeshare Loan. 
 (s)    Interest is calculated on the related Obligor Note on a simple interest basis. 

  
 S-3









 (t)    The proceeds of the Timeshare Loan has been
fully disbursed and no additional performance by the Seller is required. 
 (u)    The terms
of the related Mortgage, Right-to-Use Agreement, if applicable, and Obligor Note have not been modified in any material respect (unless by a writing contained in the related Timeshare Loan Files) and in no event to avoid delinquency or default.

 (v)    The related Obligor Note, if secured by a Mortgage, is principally and directly
secured by an interest in real property. 
 (w)    The related Obligor Note was originated
by MORI or one of its wholly-owned subsidiaries or Affiliates in the ordinary course of its, its subsidiary’s or its Affiliate’s business in connection with the initial sale or resale of a timeshare estate or the right to use and occupy a
Timeshare Property, all in accordance with the Credit and Collection Policy in effect at such time of origination. 
 (x)    The related Timeshare Property, or the right to use and occupy the related Timeshare Property, or the shares of a Resort Association or the MVC Trust Association, as applicable,
granting the right to use and occupy the related Timeshare Property, are assignable upon liquidation of the Obligor Note to which it relates without the consent of the related Resort Association or MVC Trust Association, as applicable, or any other
Person and there are no other restrictions on resale thereof, except that as to a Resort Association that is a cooperative association, such right of assignment may be exercisable by the Seller or any Affiliate of the Seller as agent of the Resort
Association. 
 (y)    The related Obligor is not (i) a Person (other than an
individual) that is affiliated with the Seller, the Servicer, or any of their respective affiliates, or (ii) a Governmental Authority. 
 (z)    With respect to a Weeks-Based Timeshare Loan, (i) the related Resort Association was duly organized and, to the best of the Seller’s knowledge, is validly existing and
in good standing in the state of its organization, (ii) a MORI Affiliated Manager manages the related Resort and, if there is a related Resort Association, performs services for such Resort Association, pursuant to agreements between such MORI
Affiliated Manager and such Resort Association, each of such agreements being in full force and effect, (iii) any agreements mentioned in the preceding clause (ii) include services that are substantially similar to the services described
in the true and correct copy of a management agreement between such MORI Affiliated Manager and one of the Resort Associations, which has been furnished to the Issuer, and (iv) such MORI Affiliated Manager and the related Resort Association
have performed in all material respects all obligations under any such agreements and are not in material default thereunder. 
 (aa)    With respect to a Trust-Based Timeshare Loan, (i) each MVC Resort Association and the MVC Trust Association was duly organized and, to the best of the Seller’s
knowledge, is validly existing and in good standing in the state of its 

  
 S-4









 
organization, (ii) a MORI Affiliated Manager manages all of the MVC Resorts and, if there is a related MVC Resort Association, performs services for such MVC Resort Association, pursuant to
agreements between MORI Affiliated Manager and such MVC Resort Association, each of such agreements being in full force and effect, (iii) any agreements mentioned in the preceding clause (ii) include services that are substantially similar
to the services described in the true and correct copy of a management agreement between such MORI Affiliated Manager and one of the MVC Resort Associations, which has been furnished to the Issuer, and (iv) such MORI Affiliated Manager and
the related MVC Resort Association have performed in all material respects all obligations under any such agreements and are not in material default thereunder. 

(bb)    With respect to a Weeks-Based Timeshare Loan, (i) the related Resort procures casualty
and property insurance through the related Resort Association, if any, or through the Seller or an Affiliate of the Seller, which property insurance includes coverage due to covered damage or loss for the full replacement value thereof or, if not
available on commercially reasonable terms, the maximum amount that the Servicer, in accordance with the Servicing Standard, determines is available on commercially reasonable terms, and, to the extent that the Servicer has determined, in accordance
with the Servicing Standard, that such coverage is not available on commercially reasonable terms, the Seller has provided (or caused the Servicer to provide) written notice to the Issuer of such determination, (ii) in the event that the
related Unit should suffer any loss covered by property damage insurance, upon receipt of any Insurance Proceeds, such Resort Association, or the Seller or an Affiliate of the Seller, are required, during the time such Unit is covered by such
insurance, under the applicable governing instruments of the Resort Association or otherwise, either to repair or rebuild the portions of the applicable Resort or to pay such proceeds to the holders of any Mortgages secured by a timeshare estate in
the portions of the applicable Resort, and (iii) if the related Resort is located in the United States and is located in a high hazard flood plain, the related Resort Association maintains flood insurance in an amount not less than the maximum
level available under the National Flood Insurance Program. 
 (cc)    With respect to a
Trust-Based Timeshare Loan, (i) each MVC Resort procures casualty and property insurance through the related MVC Resort Association, if any, or through the Seller or an Affiliate of the Seller, which property insurance includes coverage due to
covered damage or loss for the full replacement value thereof or, if not available on commercially reasonable terms, the maximum amount that the Servicer, in accordance with the Servicing Standard, determines is available on commercially reasonable
terms, and, to the extent that the Servicer has determined, in accordance with the Servicing Standard, that such coverage is not available on commercially reasonable terms, the Seller has provided (or caused the Servicer to provide) written notice
to the Issuer of such determination, (ii) in the event that any MVC Unit should suffer any loss covered by property damage insurance, upon receipt of any Insurance Proceeds, such MVC Resort Association, or the Seller or an Affiliate of the
Seller, are required, during the time such MVC Unit is covered by such insurance, under the applicable governing instruments of the MVC Resort Association or otherwise, either to repair or rebuild the portions of the applicable MVC Resort or to pay
such proceeds to 

  
 S-5









 
the owners (including the MVC Trust) of, or any mortgagees with respect to, the timeshare estates in the portions of the applicable MVC Resort, and (iii) for each MVC Resort which is located
in the United States in a high hazard flood plain, the related MVC Resort Association maintains flood insurance in an amount not less than the maximum level available under the National Flood Insurance Program. 

(dd)    If such Timeshare Loan is a Mortgage Loan, it requires the related Obligor to pay all taxes,
insurance premiums and maintenance costs with respect to the related Timeshare Property or, in the case of Timeshare Loans related to Timeshare Properties in the State of Virginia, requires that the Obligor timely pay and perform its obligations
under, and shall not violate the terms and provisions of any declaration or other document recorded in the real estate records where the related Resort is located for purposes of creating and governing the rights of owners of Timeshare Properties
related thereto, as may be in effect from time to time (each, as “Declaration”) and any rules and regulations promulgated in connection therewith. If such Timeshare Loan is a Right-to-Use Loan, it requires the related Obligor to pay
all maintenance costs with respect to the related Timeshare Property. There are no delinquent taxes, ground rents, water charges, sewer rents, assessments outstanding with respect to the related Timeshare Property, and there are no other material
outstanding Liens affecting the related Timeshare Property, other than Permitted Liens. 

(ee)    With respect to a Weeks-Based Timeshare Loan, the related Timeshare Property and related
Resort are free of material damage and waste and there is no proceeding pending or, to the best knowledge of the Seller, threatened for the total or partial condemnation or taking of such Timeshare Property or Resort by eminent domain. 

(ff)    The MVC Resorts are, in the aggregate, free of material damage and waste and there is no
proceeding pending or, to the best knowledge of the Seller, threatened for the total or partial condemnation or taking of any MVC Resort by eminent domain. 
 (gg)    No consent, approval, order or authorization of, and no filing with or notice to, any court or Governmental Authority in respect of the related Obligor is required which has
not been obtained in connection with the transfer of such Timeshare Loan to the Issuer. 

(hh)    The Timeshare Loan was not selected using selection procedures reasonably believed by the
Seller to be adverse to the Issuer. 
 (ii)    Other than with respect to any Pre-Completion
Loans related to the Resorts specified on the related Additional Timeshare Loan Supplement, with respect to a Weeks-Based Timeshare Loan, (i) the Unit related to the Timeshare Loan has been completed in all material respects as required by
applicable federal, state and local laws, free of all defects that could give rise to any claims thereunder; (ii) to the extent required by applicable law, valid certificates of occupancy for such Unit has been issued and are currently
outstanding; and (iii) the Seller and its commonly controlled Affiliates have complied in all material respects with all obligations and duties incumbent upon the 

  
 S-6









 
developers of the related Resort including the related Declarations and similar applicable documents for the related Resort. If the Timeshare Loan is a Pre-Completion Loan related to the Resorts
specified on the related Additional Timeshare Loan Supplement the related Unit is expected to be an Available Unit by the Anticipated Completion Date specified thereon. 

(jj)    With respect to a Weeks-Based Timeshare Loan, (i) no practice, procedure or policy
employed by the related Resort Association in the conduct of its business violates any law, regulation, judgment or agreement, including, without limitation, those relating to zoning, building, use and occupancy, fire, health, sanitation, air
pollution, ecological, environmental and toxic wastes, applicable to such Resort Association or MORI Affiliated Manager which, if enforced, would reasonably be expected to (A) have a material adverse impact on such Resort Association or the
ability of such Resort Association or MORI Affiliated Manager to do business, (B) have a material adverse impact on the financial condition of such Resort Association or MORI Affiliated Manager, or (C) constitute grounds for the revocation
of any license, charter, permit or registration which is material to the conduct of the business of the Resort Association or MORI Affiliated Manager, (ii) the related Resort and the present use thereof does not violate any applicable
environmental, zoning or building laws, ordinances, rules or regulations of any governmental authority, or any covenants or restrictions of record, so as to materially adversely affect the value or use of such Resort or the performance by the
related Resort Association of its obligations pursuant to and as contemplated by the terms and provisions of the related Declaration, (iii) there is no condition presently existing and no event has occurred or failed to occur prior to the date
hereof, concerning the related Resort relating to any hazardous or toxic materials or condition, asbestos or other environmental or similar matters which would reasonably be expected to materially and adversely affect the present use of such Resort
or the financial condition or business operations of the related Resort Association, or the value of such Timeshare Loan. 
 (kk)    With respect to a Trust-Based Timeshare Loan, (i) no practice, procedure or policy employed by any MVC Resort Association or the MVC Trust Association in the conduct of
its business violates any law, regulation, judgment or agreement, including, without limitation, those relating to zoning, building, use and occupancy, fire, health, sanitation, air pollution, ecological, environmental and toxic wastes, applicable
to such MVC Resort Association, the MVC Trust Association or MORI Affiliated Manager, which, if enforced, would reasonably be expected to (A) have a material adverse impact on such Resort Association or the MVC Trust Association, as applicable,
or the ability of such MVC Resort Association or the MVC Trust Association, as applicable, or MORI Affiliated Manager to do business, (B) have a material adverse impact on the financial condition of such MVC Resort Association, the MVC Trust
Association or MORI Affiliated Manager, or (C) constitute grounds for the revocation of any license, charter, permit or registration which is material to the conduct of the business of such MVC Resort Association, the MVC Trust Association or
MORI Affiliated Manager, (ii) neither any MVC Resort nor the present use thereof violates any applicable environmental, zoning or building laws, ordinances, rules or regulations of any 

  
 S-7









 
governmental authority, or any covenants or restrictions of record, so as to materially adversely affect the value or use of such MVC Resort or the performance by the related MVC Resort
Association or MVC Trust Association, as applicable, of its obligations pursuant to and as contemplated by the terms and provisions of the related Declaration, (iii) there is no condition presently existing and no event has occurred or failed
to occur prior to the date hereof, concerning any MVC Resort relating to any hazardous or toxic materials or condition, asbestos or other environmental or similar matters which would reasonably be expected to materially and adversely affect the
present use of such MVC Resort or the financial condition or business operations of the related MVC Resort Association, the MVC Trust Association or the value of such Timeshare Loan. 

(ll)    With respect to a Weeks-Based Timeshare Loan, the related Resort has made all filings and
holds all material licenses, permits and registrations which are required under the laws of each jurisdiction in which the nature of its activities make such filings, licenses, permits or registrations necessary. 

(mm)    With respect to a Trust-Based Timeshare Loan, the MVC Resorts have made all filings and holds
all material licenses, permits and registrations which are required under the laws of each jurisdiction in which the nature of its activities make such filings, licenses, permits or registrations necessary. 

(nn)    With respect to a Weeks-Based Timeshare Loan, the capital reserves and maintenance fee levels
of the Resort Association related to the related Resort are adequate in light of the operating requirements of such Resort Association. 
 (oo)    With respect to a Trust-Based Timeshare Loan, the capital reserves and maintenance fee levels of the MVC Resort Associations are adequate in light of the operating requirements
thereof. 
 (pp)    Each of the assignments of Mortgage and each endorsement of the related
Obligor Note constitutes a duly executed, legal, valid, binding and enforceable assignment or endorsement, as the case may be, of such related Mortgage and related Obligor Note, and all monies due or to become due thereunder, and all proceeds
thereof. 
 (qq)    The related Mortgage is and will be prior to any Lien on, or other
interests relating to, the related Timeshare Property (other than the Permitted Liens). 

(rr)    The Timeshare Loan and the related Obligor Note (i) is not in default due to the
Obligor's failure to have timely made one or more payments owed on the Obligor Note, (ii) is not guaranteed by the Seller or any Affiliate thereof, (iii) does not contain a provision that permits the Obligor Note to be converted into, or
exchanged for, any legal or beneficial ownership interest in any asset, or has a provision under which one or more payments thereunder are determined in reference or are contingent upon the value of any asset, (iv) does not have the timing or
amount of payments under the Obligor Note determined by reference to, or is contingent on, the timing or amount of payments made on debt issued by the Seller or any affiliate thereof, (v) is not a partial


  
 S-8









 
interest in a debt instrument (such as a stripped bond or a stripped coupon) and (vi) is not traded on an established securities market. 

(ss)    The related Obligor has made a down payment of at least 10% of the Purchase Price for the
related Timeshare Property, as applicable. 
 (tt)    If the related Obligor is a Domestic
Obligor, such Obligor has a FICO score of at least 600. 
 (uu)    With respect to a
Weeks-Based Timeshare Loan relating to the Aruba Surf Club or the Aruba Ocean Club, a notice has been delivered or will be delivered within 45 days of the Funding Date or Transfer Date, as applicable, to the related Obligor indicating that such
Weeks-Based Timeshare Loan has been transferred to the Issuer and the Trustee. 
 (vv)    No
broker is, or will be, entitled to any commission or compensation in connection with the transfer of the Timeshare Loan. 
 (ww)    The Timeshare Loan does not, when aggregated with all other Timeshare Loans conveyed on the Funding Date or Transfer Date, as applicable and the Borrowing Base Loans, as of the
Funding Date or Transfer Date, as applicable, cause any of the following to fail to be true: 

(1)    the weighted average FICO score of the Obligors with respect to the Borrowing Base Loans is at
least 700; and 
 (2)    the weighted average interest rate of the Borrowing Base Loans
(excluding any Repurchased Timeshare Loans) is equal to or greater than 12.00%; provided that the weighted average interest rate of the Repurchased Timeshare Loans shall be equal to or greater than 9.00%. 

(xx)    With respect to (i) a Trust-Based Timeshare Loan or (ii) a Weeks-Based Timeshare
Loan relating to a Resort located in the State of South Carolina, such Timeshare Loan was originated on or after December 5, 2005. 
 (yy)    With respect to (i) a Trust-Based Timeshare Loan or (ii) a Weeks-Based Timeshare Loan relating to a Resort located in the State of Nevada, such Timeshare Loan was not
originated between November 13, 2008 and January 1, 2009. 
 (zz)    No payment
due under the Timeshare Loan has been made, directly or indirectly, by MORI, the Servicer or any of their Affiliates. 
 (aaa)    With respect to a Trust-Based Timeshare Loan, the MVC Trust is a Florida land trust validly established pursuant to Section 689.071, Florida Statutes, and the MVC Trust
Agreement. 
 (bbb)    With respect to a Trust-Based Timeshare Loan, all timeshare fee or
other estates in MVC Units held by the MVC Trustee (i) have been properly conveyed to 

  
 S-9









 
the MVC Trustee, (ii) are owned by the MVC Trustee with full legal and equitable title thereto, free and clear of all liens and (iii) have a certificate of occupancy. 

(ccc)    With respect to a Trust-Based Timeshare Loan, no party is in default under the MVC Trust
Agreement or has caused the one-to-one right to use night requirement ratio to fail to be maintained with respect to the Trust Property. 
 (ddd)    The Timeshare Loan does not relate to a Timeshare Property in Units 5221, 5222, 5231, 5232, 5233, 5234, 5241, 5242, 5243 and 5244 in the SurfWatch Horizontal Property Regime.

 (eee)    A local counsel opinion acceptable to the Administrative Agent with respect to
the Timeshare Loan and related documents in the related jurisdiction has been delivered to the Administrative Agent, each Funding Agent and each Non-Conduit Committed Purchaser. 

  
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 Exhibit A 
 Schedule of Timeshare Loans 
 [Electronic Schedule of Timeshare Loans on file with
Indenture Trustee]. 







 Exhibit B 
 Form of Obligor Note, Mortgage and Right-to-Use Agreement 
 See Attached








 CALIFORNIA SAMPLE (RCDC) 
 UPON CLOSE OF ESCROW OF THE PURCHASE TO WHICH THIS NOTE APPLIES, BORROWER(S) HEREBY AUTHORIZE(S) ESCROW HOLDER/CLOSING AGENT OR HOLDER TO COMPLETE THIS NOTE BY INSERTING THE DATE OF THE NOTE AND
APPLICABLE DATES FOR PAYMENT COMMENCEMENT DATE, MATURITY DATE AND DATE FOR EACH MONTHLY PAYMENT 
 NOTE SECURED BY DEED OF
TRUST 
 Account #:
                     

Date:
                             
 US
$                                       
          
 (Amount Financed) 

FOR VALUE RECEIVED, THE UNDERSIGNED, AND IF MORE THAN ONE, JOINTLY AND SEVERALLY, (“Borrower”) promises to pay to the order of
The Ritz-Carlton Development Company, Inc., a Delaware corporation, or its assigns (“Holder”), at 6649 Westwood Blvd., Orlando, Florida 32821, the principal sum of
             U.S. Dollars (U.S. $             ), plus interest at the rate of
             percent (            %) annually, calculated on the basis of a 360-day year, at the Holder’s
address set forth above or at such other place as the Holder may designate from time to time, in              consecutive monthly installments of
             U.S. Dollars (U.S. $            ) each, with the first such installment being due and payable on
             and each successive installment being due and payable on the              day of each month
thereafter, with the remaining unpaid principal balance, together with accrued interest thereon, due and payable, if not sooner paid, on              (the “Maturity Date”).
Interest at the above rate will begin to accrue one month prior to the month in which the first installment is due, on the day of the prior month which corresponds to the day of the month that the first installment is due. 

This Note is secured by a Deed of Trust of even date herewith (“Deed of Trust”) to First American Title Insurance Company, as trustee,
creating a lien on the property described therein (“Property”) purchased by Borrower pursuant to a Purchase Agreement (“Purchase Agreement”). The Deed of Trust (including, without limitation, its acceleration,
collection and allocation of payment provisions) is incorporated herein by reference. 
 At the option of Holder, the entire principal balance
outstanding and accrued interest thereon will become immediately due and payable without further notice upon: (a) the failure of Borrower to pay when due any monthly installment under this Note; (b) the failure of Borrower to comply with
any other term or provision of this Note, the Purchase Agreement or the Deed of Trust within 10 days following written notice thereof from Holder to Borrower (in the manner specified in the Deed of Trust); (c) the insolvency (however evidenced)
of or the institution of proceedings in bankruptcy by or against Borrower; or (d) the discovery by Holder of a misrepresentation made on behalf of Borrower to obtain credit or an extension of credit. 

Holder may exercise its option to accelerate during any default by Borrower regardless of any prior forbearance. If any sums due under this Note are not
paid when due, whether at maturity or by acceleration, the Holder will be entitled to collect all reasonable costs and expenses of collection, including, but not limited to, reasonable attorney’s fees, including, without limitation, those
incurred in all bankruptcy and probate proceedings, and regardless of whether any suit or proceeding is filed and reasonable collection agency fees. 
 Each monthly payment shall be tendered with an $8.75 service fee. Borrower will pay Holder (i) a late charge of the greater of $6.00 or 6.0% of the installment due for any monthly installment not
received by Holder within 10 days after the due date, and (ii) a returned check charge as reasonably established by Holder from time to time for each occurrence of the return to Holder for any reason of any check, draft or order. Late charges
will be deducted from the next payment received. No late charge will be imposed more than once for the same late payment of an installment. 

Borrower may prepay this Note in whole or in part at any time without penalty or premium. Any partial prepayment shall be applied by Lender to either
accrued and unpaid interest or to outstanding principal, at Lender’s discretion, and will not postpone the due date or change the amount of any subsequent monthly installments. 
 Presentment, notice of dishonor and protest are waived by all makers, sureties, guarantors and endorsers hereof. This Note is the joint and several obligation of all makers, sureties, guarantors and
endorsers, and will be binding upon them and their successors and assigns. 
 Wherever possible, each provision of this Note shall be
interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Note shall be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or
invalidity, without invalidating the remainder of such provision or the remaining provisions of this Note. 

  
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 It is the intention of Borrower(s) and Holder to conform strictly to the applicable usury laws. It is,
therefore, agreed that (i) in the event that the maturity of this Note is accelerated by reason of an election by Holder or if this Note is prepaid prior to maturity, all unearned interest, if any, shall be canceled automatically, or, if
theretofore paid, shall either be refunded to Borrower(s) or credited to the unpaid principal amount of this Note, whichever remedy is chosen by Holder; (ii) the aggregate of all interest and other charges constituting interest under applicable
law, and contracted for, chargeable or receivable under this Note or otherwise in connection with this loan transaction shall neither exceed the maximum amount of interest, nor produce a rate in excess of the maximum non-usurious rate of interest
that Holder may charge Borrower(s) under applicable law and in regard to which Borrower(s) may not successfully assert the claim or defense of usury; and (iii) if any excess interest is provided for or collected, it shall be deemed a mistake
and the same shall either be refunded to Borrower(s) or be credited on the unpaid principal amount hereof, and this Note shall be automatically deemed reformed so as to permit only the collection of the maximum non-usurious rate and amount of
interest allowable under applicable law. 
 THIS NOTE IS GOVERNED BY, CONSTRUED UNDER AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
CALIFORNIA. 
 SIGNATURE(S) 
  

					
	 	 		 	 
	  	 		 	  


  
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	 RECORDING REQUESTED BY

 
 AND WHEN RECORDED MAIL TO

 
 Order No.
	  	CALIFORNIA SAMPLE (RCDC)

  

SPACE ABOVE THIS LINE FOR RECORDER’S USE 
 UPON CLOSE OF ESCROW OF THE PURCHASE TO WHICH THIS DEED OF TRUST APPLIES, TRUSTOR(S) HEREBY AUTHORIZE(S) ESCROW HOLDER/CLOSING AGENT OR HOLDER OF THE NOTE TO COMPLETE THIS DEED OF TRUST AND THE NOTE AS
PROVIDED FOR IN THE CONTRACT FOR PURCHASE PURSUANT TO WHICH THE FRACTIONAL INTEREST(S) WERE ACQUIRED BY TRUSTORS 
 DEED OF
TRUST WITH ASSIGNMENT OF RENTS 
 This DEED OF TRUST (this “Deed of Trust”) is made on
             by             , herein called TRUSTOR, whose address is
             in favor of First American Title Insurance Company, a California corporation, herein called TRUSTEE, for the benefit of The Ritz-Carlton Development Company,
Inc., a Delaware corporation (solely as nominee for Lender, as hereinafter defined, and Lender’s successors and assigns), herein called BENEFICIARY and LENDER, as context requires. Beneficiary is organized and existing under the laws of
Delaware, and has an address of 6649 Westwood Blvd., Orlando, Florida 32821, and telephone number of             . 
 Trustor irrevocably grants, transfers and assigns to Trustee in Trust, with Power of Sale, that property located in the County of Placer, California, and described in Exhibit “A” attached
hereto. 
 TOGETHER with the rents, issues and profits thereof, subject, however, to the right, power and authority hereinafter given to and
conferred upon Beneficiary to collect and apply such rents, issues and profits; 
 TOGETHER with all the improvements now or hereafter erected
on the property, and all easements, rights, appurtenances, rents, royalties, mineral, oil and gas rights and profits, water, water rights and water stock, and all fixtures now or hereafter attached to the property, all of which, including
replacements and additions thereto, shall be deemed to be and remain part of the property covered by this Deed of Trust (collectively, the “Property”); 
 For the purpose of securing (1) payment of the sum of $             with interest thereon according to the terms of a promissory
note or notes of even date herewith made by Trustor, payable to order of Lender, and extensions or renewals thereof (collectively, the “Note”); (2) the performance of each agreement of Trustor incorporated by reference or contained
herein or reciting it is so secured; and (3) payment of additional sums and interest thereon which may hereafter be loaned to Trustor, or Trustor’s successors or assigns, when evidenced by a promissory note or notes reciting that they are
secured by this Deed of Trust. 
 1. To protect the security of this Deed of Trust, and with respect to the Property above described, Trustor
expressly makes each and all of the agreements, and adopts and agrees to perform and be bound by each and all of the terms and provisions set forth in that certain Fictitious Deed of Trust with Assignment of Rents recorded in the Official Records of
Placer County as Document No. 2009-0083293-00 recorded on September 28, 2009, (the “Fictitious Deed of Trust”), and it is mutually agreed that each and all of the provisions set forth in the Fictitious Deed of Trust shall inure
to the benefit of and bind the parties hereto with respect to the Property. The agreements, terms and provisions contained in said Fictitious Deed of Trust are incorporated by reference herein and made a part of this Deed of Trust for all purposes
as fully as if set forth at length herein. Trustor hereby acknowledges that Trustor has been provided a complete copy of the Fictitious Deed of Trust at or prior to the time of the execution of this Deed of Trust. 

2. Trustor acknowledges and agrees that all sums received by Lender from Trustor will be applied first to (i) any outstanding sums due from Trustor
to Lender under the Purchase Agreement, including without limitation any initial or additional deposits or closing costs payable by Trustor, (ii) then to amounts payable to Beneficiary by Trustor under paragraph 6 hereof, (iii) then to
advances, if any, made by the Lender pursuant to paragraph 5 of the Fictitious Deed of Trust , (iv) then to the costs, fees, expenses and other amounts 

  
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incurred and advanced by the Lender in the enforcement of its rights hereunder, including, without limitation, costs and reasonable attorney’s fees described herein, (v) then to unpaid
service fees, (vi) then to interest, (vii) then to principal, and (viii) then to unpaid late charges and/or returned check charges, if any. Trustor also acknowledges and agrees that such application will not reduce, delay, excuse,
waive or otherwise affect the amounts and due dates of all sums to be paid by Trustor to Lender under the Note or this Deed of Trust. Trustor further acknowledges and agrees that, in the event that the funds delivered or intended to be delivered to
Lender pursuant to the Note are applied to such sums as are due as set forth at (i) through (viii) above, Holder, at Holder’s sole option, may elect to (a) immediately demand payment of any monthly installment payments which are
applied in whole or in part to the sums due under (i) through (viii) above, or (b) extend the term of the Note to accommodate such additional monthly installments as are necessary to make up any monthly payments thus applied.

 3. Lender may charge for a statement regarding the obligation secured hereby, provided the charge therefor does not exceed the maximum
allowed by law. 
 4. Except as expressly permitted in Article I Paragraph 9 of the Fictitious Deed of Trust, if Trustor shall sell, convey or
alienate the Property, or any part thereof, or any interest therein, or shall be divested of any title or interest therein in any manner or way, whether voluntarily or involuntarily, without the written consent of the Lender being first had and
obtained, Lender shall have the right, at its option, except as prohibited by law, to declare any indebtedness or obligations secured hereby, irrespective of the maturity date specified in any note evidencing the same, immediately due and payable.

 5. Trustor understands and agrees that Trustee holds only legal title to the interests granted by Trustor in this Deed of Trust; but, if
necessary to comply with law or custom, Beneficiary has the right to direct Trustee (as nominee for Lender and Lender’s successors and assigns) to exercise any or all of those interests, including, but not limited to the right to foreclose and
sell the Property; and to take any action required of Lender including, but not limited to, releasing or canceling this Deed of Trust. 
 6. As
further protection of the security of this Deed of Trust, and with respect to the property above described, subject to applicable law, upon written request by Beneficiary to Trustor(s), Trustor(s) shall pay to Beneficiary on the day when monthly
installments of principal and interest are payable under the Note Secured by Deed of Trust dated as of the date hereof (“Note”), until the Note is paid in full, a sum (herein “Funds”) equal to one-twelfth or such other fractional
increments which total 100% of the Basic Assessment, Tax Assessment and/or any other similar assessments (the “Assessments”) applicable to the subject property, as reasonably estimated initially and from time to time by Beneficiary on the
basis of assessments and bills and reasonable estimates thereof. 
 7. If Beneficiary exercises the foregoing right, the Funds shall be held in
an institution the deposits or accounts of which are insured or guaranteed by a federal or state agency. Beneficiary shall apply the Funds, upon receipt of the appropriate bill or bills, to pay the Assessments. Beneficiary may not charge for so
holding and applying the Funds, analyzing said account, or verifying and compiling said Assessments and bills, unless Beneficiary pays to Trustor(s) interest on the Funds and applicable law permits Beneficiary to make such a charge. Unless
applicable law requires, Beneficiary shall not be required to pay Trustor(s) any interest on earnings on the Funds. Beneficiary shall give to Trustor(s), without charge, an annual accounting of the Funds showing credits and debits to the Funds and
the purposes for which each debit to the Funds was made. The Funds are hereby pledged as additional security for the sums secured by this Deed of Trust. 
 8. If the amount of the Funds held by Beneficiary, together with the future monthly installments of Funds payable prior to the due date of applicable Assessments shall exceed the amount required to pay
such applicable Assessments as they fall due, such excess shall be, at the option of Trustor(s), either promptly repaid to Trustor(s) or credited to Trustor(s) on monthly installments of Funds. If the amount of the Funds held by Beneficiary shall
not be sufficient to pay applicable Assessments as they fall due, Trustor(s) shall pay to Beneficiary any amount necessary to make up the deficiency within thirty (30) days from the date of a notice mailed by Beneficiary to Trustor(s)
requesting payment thereof. 
 9. Upon payment in full of all sums secured by this Deed of Trust, Beneficiary shall promptly refund to
Trustor(s) any Funds held by Beneficiary. If the subject property is sold or is otherwise acquired by Beneficiary, Beneficiary shall apply, no later than immediately prior to the sale of the subject property or its acquisition by Beneficiary, any
Funds then held by Beneficiary as a credit against the sums secured by this Deed of Trust. 

  
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 The undersigned Trustor requests that a copy of any notice of default, any notice of sale or any other
notice hereunder be mailed to Trustor at the address set forth above. 
 IN WITNESS WHEREOF, Trustor has executed this Deed of Trust as
of the date written below. 
  

									
	TRUSTOR(S):	 		 	
					
	Name	 	 	 		 	Name	 	 
					
	Signature:	 	 	 		 	Signature:	 	 
					
	Date:	 	 	 		 	Date:	 	 

  

					
	 State of
	  	)	  	
		  	)	  	ss.
	 County of
	  	)	  	

 On
                     before me,
                     (here insert name and title of the officer), personally appeared
            , who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s)is/are subscribed to the within instrument and acknowledged to me that
he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s)on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. 

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. 

WITNESS my hand and official seal. 
  

					
	Signature	 	 	 	(Seal)
		 		 	


  
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 EXHIBIT “A” 
 A Timeshare Estate, as defined in California Business and Professions Code Section 11212(x)(i), being composed of Parcels A and B and as identified as follows: 

PARCEL A: 
 An
undivided 1/12th interest in Club Interest Unit Number
            , Club Interest Number             , as described in that certain Declaration of Covenants, Conditions
and Restrictions and Reservations of Easements for the Highlands Resort West Parcel Condominium, dated as of May 30, 2008 and recorded June 9, 2008 as Instrument No. 2008-0046599-00 in the Official Records of the County of Placer,
State of California, as it may be amended from time to time (the “Condominium Declaration”), as depicted on the “Amended Phase 1 Condominium Plan for Lot 3 of Tract No. 961 in the Unincorporated area of the County of Placer,
State of California,” filed for record on September 28, 2009 as Instrument No. 2009-0083292-00, in the Office of the County Recorder, County of Placer, State of California, as amended and supplemented from time to time. 

TOGETHER WITH an undivided 1/12th interest in all rights, restrictions, privileges and easements appurtenant to said Unit. 

TOGETHER WITH an undivided 1/12th share of the Common Areas allocated to said Unit, as more specifically set forth in Exhibit “D” of the
Condominium Declaration. 
 PARCEL B: 
 (Include in Rotating Week legals) The exclusive right and easement to use and occupy a              bedroom Unit Type, as a
“Club Interest Owner,” further described as Rotating Club Interest Number             , which includes the right to use during two (2) weeks of rotating calendar use,
identified as weeks              and             , and one (1) Floating Week, identified as week
            , all as described in and subject to that certain Declaration of Covenants, Conditions and Restrictions for Highlands Resort West Parcel Club, dated as of
May 30, 2008 and recorded June 9, 2008 as Instrument No. 2008-0046600-00, in the Official Records of the County of Placer, State of California, as it may be amended from time to time (the “Club Declaration”), and subject to
all rights, restrictions, privileges and easements set forth in the Club Declaration. 
 (Include in Fixed Week legals) The
exclusive right and easement to use and occupy a              bedroom Unit Type, as a “Club Interest Owner,” during two (2) weeks of fixed calendar use, identified as
Fixed Weeks              and             , and one (1) Floating Week, identified as week
            , all as described in and subject to that certain Declaration of Covenants, Conditions and Restrictions for Highlands Resort West Parcel Club, dated as of
May 30, 2008 and recorded June 9, 2008 as Instrument No. 2008-0046600-00, in the Official Records of the County of Placer, State of California, as it may be amended from time to time (the “Club Declaration”), and subject to
all rights, restrictions, privileges and easements set forth in the Club Declaration. 
 As more fully and particularly set forth in the
Governing Instruments, to which reference is made in the Club Declaration, the weeks that are identified in the legal description for rotating use and floating use do not entitle the Club Interest Owner to use and occupy a Club Interest Unit during
those particular weeks. Rotating use shall occur as set forth in the applicable Club Calendar and floating use shall be unassigned until Purchaser reserves and has confirmed usage, all in accordance with the Governing Instruments. 

TOGETHER WITH non-exclusive easements for ingress, egress, use and enjoyment, subject to the provisions of the Club Declaration, over the “Common
Area” (as the quoted term is defined in the Club Declaration), all as more particularly set forth in Article II of the Club Declaration. 

EXCEPTING FROM SAID PARCEL A, the exclusive right to use and occupy said Parcel A during all “Use Periods” and “Maintenance
Periods”, designated by the association under Article VI of the Condominium Declaration. 

  
 Page 4 of 4









 COLORADO SAMPLE (RCDC) 
 Upon closing of the purchase to which this Note applies, the undersigned hereby authorize(s) closing agent or Holder to complete this Note by inserting the applicable dates for commencement of payments
due hereunder, the monthly payment date and the final payment date. DO NOT DESTROY THIS NOTE. When paid, this Note, with the Deed of Trust securing the same, must be surrendered to the Trustee for cancellation before release will be made.

 IF THIS FORM IS USED IN A CONSUMER CREDIT TRANSACTION, CONSULT LEGAL COUNSEL. THIS IS A LEGAL INSTRUMENT. IF NOT UNDERSTOOD, LEGAL,
TAX OR OTHER COUNSEL SHOULD BE CONSULTED BEFORE SIGNING. 
  
 PROMISSORY NOTE 
  

					
	                     ,
20     
	  	 	Reference No.                    	  
		
	 US
$                                    
	  	 	                             
       , CO                    	  

 FOR VALUE RECEIVED, the undersigned
                         (“Borrower”) promises to pay to the order of THE RITZ-CARLTON DEVELOPMENT COMPANY,
INC., whose address is P.O. Box 24747, Lakeland, FL 33802, (said party, or any other party to whom this Note may be transferred and assigned, is hereinafter called the “Note Holder”), or order, the principal sum of
             and No/100 U.S. Dollars (US $            ), together with interest on the unpaid balance from the date
of this Note, until paid, at the rate of              percent (            %) per annum. Interest shall be
calculated by applying the stated annual rate against the unpaid principal for the actual number of days elapsed divided by a 360-day year. Principal and interest shall be payable, without offset, in lawful money of the United States at the Note
Holder’s address set forth above, or such other place as the Note Holder may, from time to time, designate, in              consecutive monthly installments of
             No/100 U.S. Dollars (US $            ), beginning on the
             day of             , 20__, and continuing thereafter on the same day of each month, with the remaining
unpaid balance, together with accrued interest thereon, due and payable, if not sooner paid, on             . 

Each monthly payment shall be tendered with a $8.75 service fee. Borrower shall pay to the Note Holder a late charge of five percent
(5%) for any monthly installment not received by the Holder within ten (10) days after the date the installment is due. Such late charge is in addition to, and not in lieu of or diminution of, any other rights and remedies of the Note
Holder under this Note, OR APPLICABLE LAW. Each monthly payment will be applied in the order specified in the Deed of Trust. 

The Principal balance may be prepaid, in whole or in part at any time, or from time to time, without penalty. Any prepayment shall
include interest to the date the prepayment is made. Partial prepayments shall be applied to the installments in the inverse order of their maturity. There will be no changes in the due date or in the amount of the monthly payment unless the Note
Holder agrees in writing to those changes. 
 The makers, sureties, guarantors and endorsers hereof severally waive presentment
for payment, demand and notice of dishonor and nonpayment of this Note, and consent to any and all extensions of time, renewals, waivers or modifications that may be granted by the Note Holder hereof with respect to the payment or other provisions
of this Note, and to the release of any security, or any part thereof, with or without substitution. This Note shall be the joint and several obligations of all makers, sureties, guarantors and endorsers, and shall be binding upon them and their
respective heirs, personal representatives, successors and assigns. All persons or entities signing this Note waive any rights which they might otherwise have under Section 13-50-101, 13-50-102, or 13-50-103, Colorado Revised Statutes (or under
any corresponding current or future law) by reason of any release of fewer than all of the parties of this Note. 
 The
indebtedness evidenced by this Note is secured by a Deed of Trust, dated of even date herewith, and until released, said Deed of Trust contains additional rights of the Note Holder. Such rights may cause Acceleration of the indebtedness evidenced by
this Note, as described below. Reference is made to said Deed of Trust for such additional terms. Said Deed of Trust grants the Note Holder rights in the Property identified as follows: 

An undivided              interest in Fractional Unit
            , as described in that certain Declaration of Fractional Ownership Plan for WDL Vail Club, recorded October 25, 2010, at Reception No. 201021513 as amended and
supplemented from time to time (the “Fractional Declaration”) and in that certain Condominium Declaration for WDL Vail, recorded September 10, 2010, at Reception No. 201017882 as amended and supplemented from time to time (the
“Condominium Declaration”) and according to the Map for WDL Vail recorded September 10, 2010, at Reception No. 201017883 as amended and supplemented from time to time (the “Condominium Map”), all in the office of the
Clerk and Recorder of Eagle County, Colorado, including an undivided              interest in, and subject to, all rights, restrictions, privileges and


  
 1 








 
easements appurtenant to said Fractional Unit. The Fractional Interest includes rights to use and occupy a Fractional Unit in accordance with the Governing Instruments (as defined in the
Fractional Declaration), and is initially subject to the Club Membership Program 
 known as The Ritz-Carlton Club Membership
Program with a Usage Program which provides for a Club Allocation for the use of twenty-one (21) days per year in accordance with the Governing Instruments. 
 The Club Membership Program Documents further describe the Fractional Interests as: 

Interest Number             , providing three (3) weeks of use
pursuant to the Governing Instruments, and subject to all rights, restrictions, privileges and easements set forth in the Fractional Declaration. 
 At the option of the Note Holder, the entire unpaid principal amount outstanding and accrued interest thereon shall become due and payable without demand or further notice to Borrower upon:
(a) failure of Borrower to pay when due any monthly installment payable hereunder which remains unpaid after a date specified in a notice (not less than thirty (30) days from the date such notice is mailed) from the Note Holder to
Borrower; (b) the insolvency (however evidenced), or the institution, of proceedings in bankruptcy by or against Borrower; (c) the sale (or lease with option to purchase) or transfer of all or any part of the Property or any interest
therein without the prior written consent of the Note Holder, excluding a transfer by devise, descent or by operation of law upon the death of a joint tenant therein; (d) a casualty or condemnation of the Property without restoration as
described in the Deed of Trust; or (e) failure of Borrower(s) to comply with the covenants of the Deed of Trust after notice and failure to cure (if applicable) as provided in the Deed of Trust. 

The Note Holder may exercise its option to accelerate during any default by Borrower regardless of any prior forbearance. If this Note is
not paid when due, whether at maturity or by acceleration, the Note Holder shall be entitled to collect all reasonable costs and expenses of collection, including, but not limited to, attorney fees, whether or not action be instituted hereon.

 Any notice to Borrower provided for in this Note shall be deemed to have been given after mailing same by U.S. mail, postage
prepaid (or such other more expeditious method as may be appropriate in the case of foreign addressees, as Note Holder may choose in its discretion), addressed to Borrower at the address stated below, or to such other address as Borrower may
designate by written notice to the Note Holder. Any notice to the Note Holder shall be deemed to have been given by mailing such notice by U.S. certified mail, return receipt requested, (or in the case of a notice originating in a foreign country,
by such other method that results in the Note Holder acknowledging in writing receipt of the notice), at 1200 US Hwy 98 S. Ste. 10, Lakeland, FL 33801, or at such other address as may be designated by written notice to Borrower. 

“Borrower” and “Note Holder” as used herein, includes all parties shown as such. Whenever the context permits,
singular shall include plural and one gender shall include all. 
 Wherever possible, each provision of this Note shall be
interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Note shall be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or
invalidity, without invalidating the remainder of such provision or the remaining provisions of this Note. 
 It is the
intention of Borrower(s) and Note Holder to conform strictly to the applicable usury laws. It is, therefore, agreed that (i) in the event that the maturity of this Note is accelerated by reason of an election by Note Holder or if this Note is
prepaid prior to maturity, all unearned interest, if any, shall be canceled automatically, or, if theretofore paid, shall either be refunded to Borrower(s) or credited to the unpaid principal amount of this Note, whichever remedy is chosen by Note
Holder; (ii) the aggregate of all interest and other charges constituting interest under applicable law, and contracted for, chargeable or receivable under this Note or otherwise in connection with this loan transaction shall neither exceed the
maximum amount of interest, nor produce a rate in excess of the maximum non-usurious rate of interest that Note Holder may charge Borrower(s) under applicable law and in regard to which Borrower(s) may not successfully assert the claim or defense of
usury; and (iii) if any excess interest is provided for or collected, it shall be deemed a mistake and the same shall either be refunded to Borrower(s) or be credited on the unpaid principal amount hereof, and this Note shall be automatically
deemed reformed so as to permit only the collection of the maximum non-usurious rate and amount of interest allowable under applicable law. 
 This Note shall be governed by, construed under, and enforced in accordance with, the laws of the State of Colorado. Borrower consents to jurisdiction and venue in the state and federal courts within the
State of Colorado. 

  

					
	 440719-2

9.30.10
	  	2	  	









 [CAUTION: SIGN ORIGINAL NOTE ONLY/RETAIN COPY] 

 

					
		 		 	BORROWER’S ADDRESS:
			
	  	 		 	  
	 Borrower

 
	 		 	 
	 Borrower

 
	 		 	 
	 Borrower

 
	 		 	 

 KEEP THIS NOTE IN A SAFE PLACE. THE ORIGINAL OF THIS NOTE MUST BE EXHIBITED TO THE PUBLIC TRUSTEE IN ORDER TO RELEASE
A DEED OF TRUST SECURING PAYMENT PURSUANT TO THIS NOTE. 
 THIS NOTE (AND THE DEED OF TRUST SECURING THE SAME) CONTAINS ACCELERATION
PROVISIONS. 

  

					
	 440719-2

9.30.10
	  	3	  	









 COLORADO SAMPLE (RCDC) 
 After Recording Return To: 

	
	  
	  
	  
	  

 IF THIS FORM IS USED IN A CONSUMER CREDIT TRANSACTION, CONSULT LEGAL COUNSEL. THIS IS A LEGAL INSTRUMENT. IF NOT
UNDERSTOOD, LEGAL, TAX OR OTHER COUNSEL SHOULD BE CONSULTED BEFORE SIGNING. 
 UPON CLOSING OF THE PURCHASE TO WHICH THIS PURCHASE MONEY
DEED OF TRUST APPERTAINS, THE UNDERSIGNED HEREBY AUTHORIZES CLOSING AGENT TO COMPLETE THIS PURCHASE MONEY DEED OF TRUST BY INSERTING THE APPLICABLE DATES. 
  

 
 PURCHASE MONEY DEED OF TRUST

 THIS DEED OF TRUST, made this                 ,
20        , by the Grantor
                                         
                                (hereinafter, “Borrower”), whose address
is
                                        ,
to the Public Trustee of Eagle County, Colorado (“Trustee”) for the benefit of the Lender, THE RITZ-CARLTON DEVELOPMENT COMPANY, INC., a Delaware corporation, whose legal address is P.O. Box 24747, Lakeland, FL 33802 (hereinafter,
“Lender”). (“Borrower” as used herein, includes all parties shown as such. Whenever the context permits, singular shall include plural and one gender shall include all.) 

WHEREAS, Borrower is indebted to Lender in the principal sum of
                                         
                                U.S. Dollars (US
$                                 ), which indebtedness is evidenced by
Borrower’s Promissory Note of even date herewith (“Note”), providing for equal monthly installments of principal and interest, with the balance of the indebtedness, due and payable, if not sooner paid, on
                                    . 

This Deed of Trust is given to secure to Lender (i) the repayment of the indebtedness evidenced by the Note, with interest thereon,
the repayment of all other sums, with interest thereon, advanced in accordance herewith to protect the security of this Deed of Trust, and the performance of the covenants and agreements of Borrower herein contained, (ii) the repayment of any
future advances, with interest thereon, made to Borrower by Lender pursuant to paragraph 20 hereof (“Future Advances”) and (iii) the performance of the covenants and agreements of Borrower herein contained, Borrower irrevocably
grants, conveys, transfers, assigns and warrants to Trustee, IN TRUST FOREVER, for the benefit of Lender, with power of sale, the following-described property located in the County of Eagle, State of Colorado (the “Property”): 

An undivided
                     interest in Fractional Unit
                , as described in that certain Declaration of Fractional Ownership Plan for WDL Vail Club, recorded October 25, 2010, at Reception
No. 201021513 as amended and supplemented from time to time (the “Fractional Declaration”) and in that certain Condominium Declaration for WDL Vail, recorded September 10, 2010, at Reception No. 201017882 as amended
and supplemented from time to time (the “Condominium Declaration”) and according to the Map for WDL Vail recorded September 10, 2010, at Reception No. 201017883 as amended and supplemented from time to time (the
“Condominium Map”), all in the office of the Clerk and Recorder of Eagle County, Colorado, including an undivided                  interest in,
and subject to, all rights, restrictions, privileges and easements appurtenant to said Fractional Unit. The Fractional Interest includes rights to use and occupy a Fractional Unit in accordance with the Governing Instruments (as defined in the
Fractional Declaration), and is initially subject to the Club Membership Program known as The Ritz-Carlton Club Membership Program with a Usage Program which provides for a Club Allocation for the use of twenty-one (21) days per year in
accordance with the Governing Instruments. 
 The Club Membership Program Documents further describe the Fractional Interests as: 

Interest Number
                    , providing three (3) weeks of use pursuant to the Governing Instruments, and subject to all rights, restrictions,
privileges and easements set forth in the Fractional Declaration. 
 Borrower covenants that Borrower is lawfully seized of the
estate hereby conveyed and has the right to mortgage, grant and convey the Property, that the Property is unencumbered, and that Borrower will warrant and defend generally the title to the Property against all claims and demands, subject to any
declaration, easements, or restrictions listed in a schedule of exceptions to coverage in any title insurance policy insuring Lender’s interest in the Property. Borrower further agrees and covenants to abide by the terms and provisions attached
hereto and incorporated herein by reference. 

  

					
		  	Page 1 of 6	  	
	440722v2	  		  	Borrower Initials            
            
			
	9.30.10	  		  	









 IN WITNESS WHEREOF, Borrower has executed this Deed of Trust. 

 

					
			
	  	 		 	  
	Borrower	 		 	Borrower
			
	  	 		 	  
	Borrower	 		 	Borrower

 STATE OF
                                        
    ) 
 COUNTY OF
                                        )

 This foregoing instrument was acknowledged before me this
                     day of
                    , 20      , by
                                         
   . 
 WITNESS my hand and official seal. 

My Commission Expires:
                                        

  

	
	
	  
	Notary Public



  

					
		  	Page 2 of 6	  	
	440722v2	  		  	Borrower Initials            
            
			
	9.30.10	  		  	









 ADDITIONAL COVENANTS AND TERMS 

Borrower and Lender covenant and agree as follows: 
 1. Payment of Principal, Interest, Late Charges and Service Fees. Borrower shall promptly pay when due all payments due under the Note. Except as otherwise provided by applicable law, all payments
accepted and applied by Lender under the Note and Sections 1 and 2 hereof, shall be applied in the following order of priority: (a) amounts due under Section 2 hereof, (b) amounts due under Section 7 hereof; (c) costs, fees,
expenses and other amounts incurred and advanced by the Lender in enforcement of its rights under the Note and this Deed of Trust including, without limitation, reasonable attorney’s fees, (d) unpaid service fees due under the Note;
(e) interest due under the Note; (f) principal due under the Note; (g) unpaid late charges, if any; (h) interest due under Section 20 hereof and then (i) principal due under Section 20 hereof. 

2. Funds for Taxes, Assessments and Insurance. Subject to applicable law, upon written request by Lender to Borrower, Borrower shall pay to Lender
on the day when monthly installments of principal and interest are payable under the Note, until the Note is paid in full, a sum (herein “Funds”) equal to one-twelfth of the annual expenses for taxes, assessments and insurance,
including, without limitation, for (i) Basic Assessments, (ii) assessments of every kind and nature, (iii) Membership Dues pertaining to the Ritz-Carlton Membership Program, (iv) insurance premiums, and (v) any other amount
due (“Common Expenses”) under the Condominium Declaration or the Fractional Declaration, all as reasonably estimated initially and from time to time by Lender on the basis of assessments and bills and reasonable estimates thereof.

 If Lender exercises the foregoing right, the Funds shall be held in an institution, the deposits or accounts of which are
insured or guaranteed by a federal or state agency. Lender shall apply the Funds, upon receipt of the appropriate bill or bills, to pay said taxes, assessments, insurance premiums and Common Expenses. Lender may not charge for so holding and
applying the Funds, analyzing said account, or verifying and compiling said assessments and bills, unless Lender pays to Borrower interest on the Funds and applicable law permits Lender to make such a charge. Unless applicable law requires, Lender
shall not be required to pay Borrower any interest on earnings on the Funds. Lender shall give to Borrower, without charge, an annual accounting of the Funds showing credits and debits to the Funds and the purposes for which each debit to the Funds
was made. The Funds are hereby pledged as additional security for the sums secured by this Deed of Trust. 
 If the amount of
the Funds held by Lender, together with the future monthly installments of Funds payable prior to the due dates of taxes, assessments, insurance premiums and Common Expenses, shall exceed the amount required to pay such taxes, assessments, insurance
premiums and Common Expenses as they fall due, such excess shall be, at Borrower’s option, either promptly repaid to Borrower or credited to Borrower on monthly installments of future Funds. If the amount of the Funds held by Lender shall not
be sufficient to pay taxes, assessments, insurance premiums and Common Expenses as they fall due, Borrower shall pay to Lender any amount necessary to make up the deficiency within thirty (30) days from the date of a notice mailed by Lender to
Borrower requesting payment thereof. 
 Upon payment in full of all sums secured by this Deed of Trust, Lender shall promptly
refund to Borrower any funds held by Lender. If, under paragraph 17 hereof, the Property is sold or the Property is otherwise acquired by Lender, Lender shall apply, no later than immediately prior to the sale of the Property or its acquisition by
Lender, any Funds then held by Lender as a credit against the sums secured by this Deed of Trust. 
  

	3.	THIS PARAGRAPH INTENTIONALLY LEFT BLANK. 

 4.
Charges; Liens. Borrower shall promptly pay, when due, all Club dues imposed by the WDL Vail Condominium Association, Inc. (the “Condominium Association”) or the WDL Vail Club Association, Inc. (the “Fractional
Association”) pursuant to the provisions of the Condominium Declaration, or its associated bylaws, rules and regulations, the Fractional Declaration or its associated bylaws, rules and regulations, or other constituent documents applicable
to the Property (collectively, the “Project Documents”). Borrower shall pay all taxes, assessments and other charges, fines and impositions attributable to the Property which may attain a priority over this Deed of Trust, in the
manner provided under paragraph 2 hereof or, if not paid in such manner, by Borrower making payment, when due, directly to the payee thereof. Borrower shall promptly furnish to Lender all notices of amounts due under this paragraph, and in the event
Borrower shall make payment directly, Borrower shall promptly furnish to Lender receipts evidencing such payments. Borrower shall promptly discharge any lien which has priority over this Deed of Trust; provided, that Borrower shall not be required
to discharge any such lien so long as Borrower shall agree in writing to the payment of the obligation secured by such lien in a manner acceptable to Lender and if requested by Lender, immediately post with Lender an amount necessary to satisfy said
obligation, or shall in good faith contest such lien by, or defend enforcement of such lien in, legal proceedings which operate to prevent the enforcement of such lien or forfeiture of the Property or any part thereof and, if requested by Lender,
immediately post with Lender an amount necessary to satisfy said obligation. 
 5. Hazard Insurance. Borrower shall keep the improvements
now existing or hereafter erected on the Property insured against loss by fire, hazards included within the term “extended coverage”, and such other hazards as Lender may require and in such amounts and for such periods as Lender may
require; provided, that Lender shall not require that the amount of such coverage exceed that amount of coverage required to pay the sums secured by this Deed of Trust. This obligation shall be deemed satisfied so long as the Condominium Association
or Fractional Association maintains “master” or “blanket” policies for liability and casualty insurance in accordance with the terms hereof. 
 The insurance carrier providing the insurance shall be chosen by Borrower or the Condominium Association or Fractional Association subject to approval by Lender; provided, however, that such approval
shall not be unreasonably withheld. If required, all premiums on insurance policies shall be paid in the manner provided under paragraph 2 hereof, or, if not paid in such manner, by Borrower or the Condominium Association or Fractional Association
making payment, when due, directly to the insurance carrier. 
 All insurance policies and renewals thereof shall be in a form
acceptable to Lender and shall include a standard mortgage clause in favor of and in a form acceptable to Lender. Borrower shall give Lender prompt notice of any lapse in hazard insurance coverage. In the event of loss, Borrower shall give prompt
notice to the insurance carrier and Lender. Lender may make proof of loss if not made promptly by Borrower. If the Borrower has a right to vote in the Condominium Association or Fractional Association in connection with a decision regarding
restoration, Borrower shall notify Lender of the vote and shall vote as directed by Lender or deliver a proxy or power of attorney to Lender for such vote, at Lenders’s election. Without limiting the generality of the foregoing, Borrower shall
not vote to terminate the condominium (whether in connection with a casualty or otherwise) without Lender’s prior written consent. In the event the Property is not restored, Lender shall have a right to accelerate the indebtedness. 

Pursuant to the terms of the Project Documents, insurance proceeds shall be applied to restoration or repair of the Property damaged,
whether to the unit or the common elements. To the extent such insurance proceeds exceed the cost of such restoration or repair and the Board of Directors of the Condominium Association or Fractional Association decides to disburse such excess,
Borrower’s share of such excess shall be applied to the sums secured by this Deed of Trust, with the excess, if any, paid to Borrower. 

  

					
		  	Page 3 of 6	  	
	440722v2	  		  	Borrower Initials            
            
			
	9.30.10	  		  	









 Unless Lender and Borrower otherwise agree in writing, any such application of proceeds to principal shall
not exceed or postpone the due date of the monthly installments referred to in paragraphs 1 and 2 hereof, or change the amount of such installments. If under paragraph 22 hereof the Property is acquired by Lender, all right, title and interest of
Borrower in and to any insurance policies and in and to any excess insurance proceeds thereof from damage to the Property prior to the sale or acquisition, shall pass to Lender to the extent of the sums secured by this Deed of Trust immediately
prior to such sale or acquisition. 
 6. Preservation and Maintenance of Property; Condominium. Borrower shall keep the Property in good
repair and shall not commit waste or permit impairment or deterioration of the Property. Borrower shall perform all of Borrower’s obligations under the Project Documents. Borrower shall take such actions as may be reasonable to insure that the
Condominium Association or Fractional Association maintains a public liability insurance policy acceptable in form, amount, and extent of coverage to Lender. If a condominium rider is executed by Borrower and recorded together with the Deed of
Trust, the covenants and agreements of such rider shall be incorporated into and shall amend and supplement the covenants and agreements of this Deed of Trust as if the rider were a part hereof. 

7. Protection of Lender’s Security. If Borrower fails to perform the covenants and agreements contained in this Deed of Trust, or if any
action or proceeding is commenced which materially affects Lender’s interest in the Property, including, but not limited to, eminent domain, insolvency, code enforcement, or arrangements or proceedings involving a bankrupt or decedent, then
Lender at Lender’s option, upon notice to Borrower, if required by law, may make such appearances, disburse such sums and take such action as is necessary to protect Lender’s interest, including, but not limited to, disbursement of funds
to pay reasonable attorney fees and entry upon the Property to make repairs, and payment of: 
 (a) any general or special taxes
or ditch or water assessments levied or accruing against the Property; 
 (b) the premiums on any insurance necessary to protect
any improvements comprising a part of the Property; 
 (c) sums due on any lien or encumbrance on the Property; 

(d) the reasonable costs and expenses of defending, protecting, and maintaining the Property and Lender’s interest in the Property,
receiver’s fees and expenses, inspection fees, appraisal fees, court costs, attorney fees and costs, and fees and costs of an attorney in the employment of Lender or holder of the certificate of purchase; 

(e) all other costs and expenses allowable by the Note or this Deed of Trust; and 

(f) such other costs and expenses which may be authorized by a court of competent jurisdiction. 

Borrower hereby assigns to Lender any right Borrower may have by reason of any encumbrance on the Property or by law or otherwise to cure
any default under said encumbrance. 
 Any amounts disbursed by Lender pursuant to this paragraph 7, with interest thereon,
shall become additional indebtedness of Borrower secured by this Deed of Trust. Unless Borrower and Lender agree to other terms or payment, such amount shall be payable upon notice from Lender to Borrower requesting payment thereof, and shall bear
interest from the date of disbursement at the rate payable from time to time on outstanding principal under the Note unless payment of interest at such rate would be contrary to applicable law, in which event such amounts shall bear interest at the
highest rate permissible under applicable law. Nothing contained in this paragraph 7 shall require Lender to incur any expense or take any action hereunder. 
 8. Inspection. Lender may make or cause to be made reasonable entries upon, and inspections to, the Property, provided that Lender shall give Borrower notice prior to any such inspection specifying
reasonable cause therefor related to Lender’s interest in the Property. 
 9. Condemnation. The proceeds of any award or claim for
damages, direct or consequential, payable to Borrower in connection with any condemnation or other taking of all or part of the Property, whether of the unit or the common elements or for any conveyance in lieu of condemnation, pursuant to the terms
of the Project Documents, shall be applied to the sums secured by this Deed of Trust, with the excess, if any, paid to Borrower. 
 Unless Lender and Borrower otherwise agree in writing, any such application of proceeds to principal shall not extend or postpone the due date of the monthly installments referred to in paragraphs 1 and 2
hereof, or change the amount of such installments. 
 10. Borrower Not Released. Extension of the time for payment or modification of
amortization of the sums secured by this Deed of Trust granted by Lender to any successor in interest of Borrower, shall not operate to release, in any manner, the liability of the original Borrower and Borrower’s successors in interest. Lender
shall not be required to commence proceedings against such successor or refuse to extend time for payment or otherwise modify amortization of the sums secured by this Deed of Trust by reason of any demand made by the original Borrower and
Borrower’s successor in interest. 
 11. Forbearance by Lender Not a Waiver. Any forbearance by Lender in exercising any right or
remedy hereunder or otherwise afforded by applicable law, shall not be a waiver of or preclude the exercise of any such right or remedy. The procurement of insurance or the payment of taxes or other liens or charges by Lender shall not be a waiver
of Lender’s right to accelerate the maturity of the indebtedness secured by this Deed of Trust. 
 12. Remedies Cumulative. All
remedies provided in this Deed of Trust are distinct and cumulative to any other right or remedy under this Deed of Trust or afforded by law or equity, and may be exercised concurrently, independently or successively. 

13. Successors and Assigns Bound; Joint and Several Liability; Captions. Subject to the terms and provisions of paragraph 17 below, the covenants
and agreements herein contained shall bind, and the rights hereunder shall inure to, the respective successors and assigns of Lender and Borrower. All covenants and agreements of Borrower shall be joint and several. The captions and headings of the
paragraphs of this Deed of Trust are for convenience only and are not to be used to interpret or define the provisions hereof. 
 14.
Notice. Except for any notice required under applicable law to be given in another manner, (a) any notice to Borrower provided for in this Deed of Trust shall be given by mailing such notice by U.S. Mail, postage prepaid, addressed to
Borrower at the Borrower’s address as set forth in the Note, or at such other address as Borrower may designate by notice to Lender as provided herein, and (b) any notice to Lender shall be given by certified mail, return receipt
requested, to Lender’s address stated herein or to such other address as Lender may designate by notice to Borrower as provided herein. Any notice that is provided for in this Deed of Trust shall be deemed to have been given to Borrower or
Lender when given in the manner designated herein. 
 15. Governing Law; Severability. The laws of the State of Colorado shall govern
this Deed of Trust. In the event that any provision or clause of this Deed of Trust or the Note conflicts with applicable law, such conflict shall not affect other provisions of the Deed of Trust or the Note which can be given effect without the
conflicting provision, and to this end the provisions of the Deed of Trust and the Note are declared to be severable. 
 16. Borrower’s
Copy. Borrower acknowledges receipt of a copy of the Note and this Deed of Trust. 
 17. Transfer of the Property; Assumption.
The following events shall be referred to herein as a “Transfer”: (i) a transfer or conveyance of title (or any portion thereof, legal or equitable) of the Property (or any part thereof or interest therein), (ii) the
execution of a contract or agreement creating a right to title (or any portion thereof, legal or equitable) in the Property (or any part thereof or interest therein), (iii) an agreement granting a possessory right in the Property (or any
portion thereof), in excess of 3 years, (iv) a sale or transfer of, or the execution of a contract or agreement creating a right to acquire or receive, more than fifty percent (50%) of the


  

					
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controlling interest or more than fifty percent (50%) of the beneficial interest in Borrower, (v) the reorganization, liquidation or dissolution of Borrower. Not to be included as a
Transfer are (i) the creation of a lien or encumbrance subordinate to this Deed of Trust, (ii) the creation of a purchase money security interest for household appliances, or (iii) a transfer by devise, descent or by operation of the
law upon the death of a joint tenant. At the election of Lender, in the event of each and every Transfer: 
 (a) All sums secured
by this Deed of Trust shall become immediately due and payable. 
 (b) If a Transfer occurs and should Lender not exercise
Lender’s option pursuant to this paragraph 17 to accelerate, the transferee shall be deemed to have assumed all of the obligations of Borrower under this Deed of Trust including all sums secured hereby whether or not the instrument evidencing
such conveyance, contract or grant expressly so provides. This covenant shall run with the Property and remain in full force and effect until said sums are paid in full. Lender may without notice to Borrower deal with the transferee in the same
manner as with Borrower with reference to said sums including the payment or credit to the transferee of disbursed reserve Funds on payment in full of said sums, without in any way altering or discharging Borrower’s liability hereunder for the
obligations hereby secured. 
 (c) Should Lender not elect to accelerate upon the occurrence of such Transfer then, subject to
(b) above, the mere fact of a lapse of time or the acceptance of payment subsequent to any of such events, whether or not Lender had actual or constructive notice of such Transfer, shall not be deemed a waiver of Lender’s right to make
such election nor shall Lender be estopped therefrom by virtue thereof. The issuance on behalf of Lender of a routine statement showing the status of the loan, whether or not Lender had actual or constructive notice of such Transfer, shall not be a
waiver or estoppel of Lender’s said rights. 
 18. Acceleration; Foreclosure; Other Remedies. Except as provided in paragraph 17
hereof and except as provided in the Note, upon Borrower’s breach of any non-monetary covenant or agreement of Borrower in this Deed of Trust, Lender, prior to acceleration, shall mail notice to Borrower, as provided in paragraph 14 hereof,
specifying: (a) the breach; (b) the action required to cure such breach; (c) a date, not less than fifteen (15) days from the date the notice is mailed to Borrower by which such breach must be cured; and (d) that failure to
cure such breach on or before the date specified in the notice may result in acceleration of the sums secured by this Deed of Trust, foreclosure by judicial proceeding and sale of Property. If the breach is not cured on or before the date specified
in the notice, including (without limitation) payment of all costs, expenses, late charges, attorney’s fees and other fees incurred, Lender, at Lender’s option, subject to any right of reinstatement to which Borrower is entitled under
applicable law, may declare, without further demand, all of the sums secured by this Deed of Trust to be immediately due and payable. Upon a breach or default under paragraph 17, a monetary default, or the occurrence of certain other events as
specified in the Note, Lender may accelerate the indebtedness and declare the entire outstanding balance due and payable without notice to Borrower. Following a breach or default, Lender may invoke the power of sale and Lender shall have the right
to bring an action in any court of competent jurisdiction to foreclose this Deed of Trust, or to foreclose this Deed of Trust through the Trustee in accordance with Section 38-38-100.3 et.seq. of the Colorado Revised Statutes by filing a
written Notice of Election and Demand for Sale with Trustee, or to pursue any other remedies permitted by law. Lender shall be entitled to collect in such proceedings all costs and expenses, including all expenses of foreclosure, and including, but
not limited to, reasonable attorney fees, court costs, and costs of documentary evidence, abstracts and title reports. Borrower shall release Lender, the Condominium Association and the management company from any claims in connection with the
exercise by Lender of remedies herein described. 
 19. Assignment of Rents; Appointment of Receiver. As additional security hereunder,
Borrower hereby assigns to Lender the rents of the Property, provided that Borrower shall, prior to acceleration by the Lender under paragraph 18 hereof, or abandonment of the Property, have the right to collect and retain such rents as they become
due and payable. Upon acceleration or abandonment of the Property, Lender shall be entitled, without notice, to enter upon, take possession of and manage the Property and to collect the rents of the Property, including those that are past due. Such
assignment of the rents shall remain in full force and effect during any period of foreclosure with respect to the Property. All rents collected shall be appointed first to payment of the costs of management of the Property and collection of rents,
including, but not limited to, management fees, court costs, and reasonable attorney fees, and then to the sum secured by this Deed of Trust. The Lender shall be liable to account only for those rents actually received. Borrower shall not be
entitled to possession or use of the Property after abandonment or after the Lender has accelerated the balance due. Alternatively, Lender may seek the appointment of a receiver to manage and collect rents from the Property. Lender or the holder of
the Trustee’s certificate of purchase shall be entitled to a receiver for the Property after acceleration under paragraph 18 (Acceleration; Foreclosure; Other Remedies), and shall also be so entitled during the time covered by foreclosure
proceedings and the period of redemption, if any; and shall be entitled thereto as a matter of right without regard to the solvency or insolvency of Borrower or of the then owner of the Property, and without regard to the value therof. Such receiver
may be appointed by any Court of competent jurisdiction upon ex parte application and without notice; notice being hereby expressly waived. If a receiver is appointed, any income from rents from the Property shall be applied first to the costs of
receivership, and then in the order set forth above. 
 20. Future Advances. Upon request by Borrower, Lender, at Lender’s option,
may make Future Advances to Borrower. Such Future Advances, with interest thereon, shall be secured by this Deed of Trust whether or not evidenced by promissory notes stating that said notes are secured hereby. At no time shall the principal amount
of the indebtedness secured by this Deed of Trust, not including sums advanced in accordance herewith to protect the security of this Deed of Trust, exceed one hundred fifty percent (150%) of the original principal amount of the Note.

 21. Lender’s Prior Consent. Borrower shall not, except after notice to Lender and with Lender’s prior written consent,
either partition or subdivide the Property or consent to: (a) the abandonment or termination of the applicable condominium or fractional interest regime; (b) any amendment to any provision of the Project Documents which is for the express
benefit of Lender; or (c) any action which would have the effect of rendering the public liability insurance coverage maintained by the Condominium Association or Fractional Association unacceptable to Lender. 

22. Remedies. In the event Borrower defaults in payment of the loan evidenced by the Note secured hereby, or in the performance of any covenants
herein set forth, then the Lender shall have all legal and equitable remedies available to it under Colorado law. In addition, Lender shall have the automatic right, without the appointment of a receiver, to have access to and exclusive possession
of the Fractional Unit (as defined in the Fractional Declaration) encumbered hereby or such other Fractional Unit whose use has been assigned to Borrower by the Condominium Association or Fractional Association or by any exchange company. This right
to exclusive occupancy and possession shall entitle, but shall not obligate, Lender to receive and retain any rental payments to which Borrower would otherwise be entitled, which are received by Lender or any of its related companies, or by the
Condominium Association or Fractional Association or any other rental agent. 
 Lender may implement the remedies provided
herein by, among other methods, giving notice of default to the Borrower, the Condominium Association or Fractional Association and the management company responsible for the administration and management of the Property encumbered hereby.


  

					
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 If the Borrower fails to deliver to Lender and to the management company an affidavit
setting forth facts contesting the default alleged by Lender prior to the date Borrower’s confirmed Reserved Allocation or confirmed usage based on availability (Unreserved Allocation) commences, then the management company shall thereupon be
entitled to deliver possession of the Fractional Unit or the rental, net only of any rental management fee, if any, to Lender. Borrower shall release Lender, the Condominium Association and the Fractional Association and the management company from
any claims in connection with the exercise by Lender of remedies herein described. 
 23. Waiver of Jury Trial. BORROWER HEREBY KNOWINGLY,
VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED ON THIS DEED OF TRUST, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS DEED OF TRUST OR ANY AGREEMENT CONTEMPLATED TO BE EXECUTED IN
CONNECTION WITH THIS DEED OF TRUST, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY WITH RESPECT HERETO. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE LENDER’S ACCEPTING THIS DEED OF
TRUST FROM BORROWER. 
 24. Attorney Fees. As used in this Deed of Trust and in the Note, “attorney fees” shall include
attorney fees, if any, which may be awarded by a trial or appellate court. 
 25. Waiver of Exemptions. Borrower hereby waives all right
of homestead and any other exemption in the Property under state or federal law presently existing or hereafter enacted. 

  

					
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 FLORIDA SAMPLE (RCDC) 

[UPON CLOSING OF THE PURCHASE TO WHICH THIS NOTE APPLIES, THE UNDERSIGNED HEREBY AUTHORIZE(S) CLOSING AGENT OR HOLDER TO COMPLETE THIS
NOTE BY INSERTING THE DATE OF THE NOTE AND APPLICABLE DATES FOR COMMENCEMENT OF PAYMENTS DUE HEREUNDER, THE MONTHLY PAYMENT DATE AND THE FINAL PAYMENT DATE.] 
 NOTE SECURED BY MORTGAGE 
 Club Home No(s)/ Club Home Interest
No(s):                                        
     
 Eagle Tree Condominium 

 

			
	
US$                       
  
	 	                           
         , 20      

 FOR VALUE RECEIVED, the undersigned
                                         
   (“Borrower(s)”) promise(s) to pay to the order of The Ritz-Carlton Development Company, Inc. (“RCDC”) (said party or any other party to whom (RCDC) may transfer and assign this Note and who holds this Note
from time to time is hereinafter called the “Holder”), 6649 Westwood Boulevard, Orlando, Florida 32821, or order, the principal sum of
                                         
        U.S. Dollars (US $                    ), with interest on the unpaid balance from
                                , until paid, at the rate of
                         percent per annum (        %) (based on a 360-day
year and on the assumption that payments are made when due). Principal and interest shall be payable in lawful money of the United States at the Holder’s address set forth above, or such other place as the Holder may, from time to time,
designate, in consecutive monthly installments of
                                        
U.S. Dollars (US $                     ), on the          day of each month and continuing
thereafter on the same day of each month beginning                         , for a period of
         months with the remaining unpaid principal balance, together with accrued interest thereon, due and payable, if not sooner paid, on
                                        .

 The indebtedness evidenced by this Note is secured by a Mortgage, dated of even date herewith, creating a lien on the real
property described therein (the “Property”). Reference is made to said Mortgage for rights as to acceleration of the indebtedness evidenced by this Note. 
 Each monthly payment shall be tendered with a $8.75 service fee. 
 Borrower(s)
shall pay to the Holder a late charge of six percent (6%) for any monthly installment not received by the Holder within ten (10) days after the date the installment is due. The late charge will be deducted from the next payment received.

 Each payment shall be credited first to amounts due, pursuant to Paragraph 2 of the Mortgage, then to advances, if any, made
by the Lender pursuant to Paragraph 7 of the Mortgage, then to the costs, fees, expenses and other amounts incurred and advanced by the Holder in the enforcement of its rights hereunder, including, without limitation, costs and reasonable
attorney’s fees, then to unpaid service fees, then to interest due hereunder, then to principal due hereunder, then to unpaid late charges, if any, than to interest on any Future Advances. 

Borrower(s) may prepay the principal amount outstanding in whole or in part. Any partial prepayment in excess of the interest then
accrued shall be applied against the principal amount outstanding but shall not postpone the due date of any subsequent monthly installments or change the amount of such installments. 

Demand, presentment, notice of dishonor, and protest are hereby waived by all makers, sureties, guarantors and endorsers hereof. This
Note shall be a joint and several obligation of all makers, sureties, guarantors and endorsers, and shall be binding upon them and their heirs, personal representatives, successors and assigns. 

At the option of the Holder, the entire unpaid principal amount outstanding and accrued interest thereon shall become due and payable
without demand or further notice to Borrower(s) upon any one of the following events of default: 
  

	 	a)	failure of Borrower(s) to pay when due any monthly installment payable hereunder which remains unpaid after a date specified in a notice (not less than thirty
(30) days from the date such notice is mailed) from the Holder to Borrower(s); 

  

	 	b)	failure of Borrower(s) to perform any other covenant or agreement of Borrower(s) in this Note or the Mortgage within thirty (30) days after the mailing of notice
from the Holder to the Borrower(s) specifying the nature of such failure; and 

  

	 	c)	the insolvency (however evidenced) of or the institution of proceedings in bankruptcy by or against Borrower(s) as otherwise provided herein. 


The Holder may exercise this option to accelerate during any default by Borrower(s) regardless of any prior forbearance. If this Note is
not paid when due, whether at maturity or by acceleration, the Holder shall be entitled to collect all reasonable costs and expenses of collection, including, but not limited to, reasonable attorney’s fees, whether or not action be instituted
hereon, and costs of trial and appellate proceedings. 
 In the event of any default by the Borrower(s) hereunder, Holder at its
sole option, may charge the Borrower(s) the highest interest rate allowed by law and/or pursue any and all remedies available to it under applicable law. 
 Any notice to Borrower(s) provided for in this Note shall be deemed to have been given upon depositing same in any U.S. post office, postage prepaid, addressed to Borrower(s) at the address stated below,
or to such other address as Borrower(s) may designate by written notice to the Holder. Any notice to the Holder shall be given by mailing such notice by certified mail, return receipt requested, to the Holder at the address stated in the first
paragraph of this Note, or at such other address as may have been designated by written notice to Borrower(s). Any notice provided for in this Note shall be deemed to have been given to Borrower(s) or the Holder when given in the manner herein
designated. 
 THIS NOTE SHALL BE GOVERNED BY, CONSTRUED UNDER AND INTERPRETED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF FLORIDA AND THE COURTS OF THE STATE OF FLORIDA IN THE COUNTY OF PALM BEACH SHALL BE THE EXCLUSIVE COURTS OF JURISDICTION AND VENUE FOR ANY LITIGATION OR OTHER PROCEEDING THAT MAY BE BASED ON, ARISE OUT OF, UNDER OR IN CONJUNCTION WITH
THIS NOTE, UNLESS OTHERWISE REQUIRED BY LAW. HOLDER AND BORROWER(S) HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT EITHER MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED ON, OR ARISING OUT OF, UNDER OR IN CONJUNCTION
WITH THIS NOTE, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY. THIS PROVISION IS A MATERIAL INDUCEMENT FOR HOLDER EXTENDING THE LOAN EVIDENCED BY THIS NOTE. 

Wherever possible, each provision of this Note shall be interpreted in such manner as to be effective and valid under applicable law, but
if any provision of this Note shall be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining
provisions of this Note. 
 It is the intention of Borrower(s) and Holder to conform strictly to the applicable usury laws. It
is, therefore, agreed that (i) in the event that the maturity of this Note is accelerated by reason of an election by Holder or if this Note is prepaid prior to maturity, all unearned interest, if any, shall be canceled automatically, or, if
theretofore paid, shall either be refunded to Borrower(s) or credited to the unpaid principal amount of this Note, whichever remedy is chosen by Holder; (ii) the aggregate of all interest and other charges constituting interest under applicable
law, and contracted for, chargeable or receivable under this Note or otherwise in connection with this loan transaction shall neither exceed the maximum amount of interest, nor produce a rate in excess of the maximum non-usurious rate of interest
that Holder may charge Borrower(s) under applicable law and in regard to which Borrower(s) may not successfully assert the claim or defense of usury; and (iii) if any excess interest is provided for or collected, it shall be deemed a mistake
and the same shall either be refunded to Borrower(s) or be credited on the unpaid principal amount hereof, and this Note shall be automatically deemed reformed so as to permit only the collection of the maximum non-usurious rate and amount of
interest allowable under applicable law. 
 Time is of the essence in the performance of each and every obligation represented
by this Note. 
 BORROWER’S ADDRESS: 
  

					
			
	  	 		 	  
		 		 	Borrower/Purchaser signs here
			
	  	 		 	  
		 		 	Borrower/Purchaser signs here
			
	  	 		 	  
		 		 	Borrower/Purchaser signs here
			
	  	 		 	  
		 		 	Borrower/Purchaser signs here

 (Execute Original Only) 
 DOCUMENTARY STAMP TAXES HAVE BEEN PAID AND THE PROPER AMOUNTS AFFIXED TO THE MORTGAGE 

  
 500974_2 (11.24.09)









 FLORIDA SAMPLE (RCDC) 
 UPON CLOSING OF THE PURCHASE TO WHICH THIS MORTGAGE APPLIES, THE UNDERSIGNED HEREBY AUTHORIZES CLOSING AGENT TO COMPLETE THIS MORTGAGE BY INSERTING THE APPROPRIATE DATE OF THE MORTGAGE AND TO COMPLETE,
AS NECESSARY, THE RECORDING INFORMATION RELATING TO THE DOCUMENTS BY WHICH THE TIME-SHARE ESTATE(S) BEING ENCUMBERED BY THIS MORTGAGE WAS(WERE) CREATED. 
 (INDIVIDUAL) 
 MORTGAGE 

 
 THIS MORTGAGE is made
this                                 , between the Mortgagor(s),
                                         
                       
                                         
                                         
                                         
      (herein “Borrower(s)”), whose post office address is c/o The Ritz-Carlton Management Company, LLC, 6649 Westwood Boulevard, Orlando, Florida 32821, County of Orange, State of Florida, and the Mortgagee,
The Ritz-Carlton Development Company, Inc., a Delaware corporation, the address of which is 6649 Westwood Boulevard, Orlando, Florida 32821 (said party, its successors and assigns is herein called “Lender”). 

WHEREAS, Borrower(s) is/are indebted to Lender in the principal sum of
                                         
                            U.S. Dollars
(US$                    ), which indebtedness is evidenced by Borrower’s Note of even date herewith (herein “Note”), providing
for monthly installments of principal and interest, with the balance of indebtedness, if not sooner paid, due and payable
                             months from the date hereof. 

TO SECURE to Lender (a) the repayment of the indebtedness evidenced by the Note, with interest thereon, the payment of all
other sums, with interest thereon, advanced in accordance herewith to protect the security of this Mortgage, and the performance of the covenants and agreements of Borrower(s) herein contained, and (b) the repayment of any future advances, with
interest thereon, made to Borrower(s) by Lender pursuant to Paragraph 20 hereof (herein “Future Advances”), Borrower(s) does hereby mortgage, grant and convey to Lender and Lender’s successors and assigns the following described
property located in the County of Palm Beach, State of Florida: 
 Club Home Interest
(s)                      each consisting of an undivided 1/8 fee simple interest as tenant-in-common in Club Home
(s)                      of EAGLE TREE CONDOMINIUM, according to the Declaration of Condominium for EAGLE TREE CONDOMINIUM, recorded
September 2, 2003 in Official Records Book 15778, at Page 0022, in the Public Records of Palm Beach County, Florida, as amended and supplemented from time to time (“Declaration”). 

TO HAVE AND TO HOLD unto Lender and Lender’s successors and assigns, forever, together with all the improvements now or
hereafter erected on the property, and all easements, rights, appurtenances, rents, royalties, mineral, oil and gas rights and profits, water, water rights, and water stock, and all fixtures now or hereafter attached to the property, all of which,
including replacements and additions thereto, shall be deemed to be and remain a part of the property covered by this Mortgage; and all of the foregoing, together with said property are herein referred to as the “Property”. 

Borrower(s) covenants that Borrower(s) is/are lawfully seized of the estate hereby conveyed and has the right to mortgage, grant and
convey the Property, that the Property is unencumbered, and that Borrower will warrant and defend generally the title to the Property against all claims and demands, subject to any declarations, easements or restrictions listed in a schedule of
exceptions to coverage in any title insurance policy insuring Lender’s interest in the Property. 
 Borrower(s) and Lender
covenant and agree as follows: 
 1. Payment of Principal, Interest, Late Charges and Service Fees. Borrower(s) shall
promptly pay when due the principal of and interest on the indebtedness evidenced by the Note, late charges as provided in the Note, reasonable service charges imposed by Lender for servicing the loan account and the principal of and interest on any
Future Advances secured by this Mortgage. 
 2. Funds for Taxes, Assessments and Insurance. Subject to applicable law,
upon written request by Lender to Borrower(s), Borrower(s) shall pay to Lender on the day when monthly installments of principal and interest are payable under the Note, until the Note is paid in full, a sum (herein “Funds”) equal to
one-twelfth of Borrower’s share of the yearly taxes and assessments relating to the subject Property encumbered by this Mortgage and one-twelfth of the annual Club Dues and assessments due under the Declaration, (herein “Condominium
Assessments”), or such other amounts or for such other periods other than monthly, e.g., quarterly or one-fourth, etc., all as reasonably estimated initially and from time to time by Lender on the basis of assessments and bills and reasonable
estimates thereof. 
 If Lender exercises the foregoing right, the Funds shall be held in an institution the deposits or
accounts of which are insured or guaranteed by a Federal or state agency. Lender shall apply the Funds, upon receipt of the appropriate bill or bills, to pay said taxes, assessments, and Condominium Assessments. Lender may not charge for so holding
and applying the Funds, analyzing said account, or verifying and compiling said assessments and bills, unless Lender pays to Borrower(s) interest on the Funds and applicable law permits Lender to make such a charge. Unless applicable law requires,
Lender shall not be required to pay Borrower(s) any interest on earnings on the Funds. Lender shall give to Borrower(s), without charge, an annual accounting of the Funds showing credits and debits to the Funds and the purposes for which each debit
to the Funds was made. The Funds are hereby pledged as additional security for the sums secured by this Mortgage. 
 If the
amount of the Funds held by Lender, together with the future monthly installments of Funds payable prior to the due dates of taxes, assessments, and Condominium Assessments shall exceed the amount required to pay such taxes, assessments, and
Condominium Assessments as they fall due, such excess shall be, at Borrower’s option, either promptly repaid to Borrower(s) or credited to Borrower(s) on monthly installments of Funds. If the amount of the Funds held by Lender shall not be
sufficient to pay taxes, assessments, and Condominium Assessments as they fall due, Borrower(s) shall pay to Lender any amount necessary to make up the deficiency within thirty (30) days from the date of a notice mailed by Lender to Borrower(s)
requesting payment thereof, but in no event shall Lender require payment in advance for taxes and assessments to be held and disbursed as set forth hereunder in an amount which exceeds the estimate of the next year’s amount for same.

 Upon payment in full of all sums secured by this Mortgage, Lender shall promptly refund to Borrower(s) any Funds held by
Lender. If, under Paragraph 18 hereof, the Property is sold or the Property is otherwise acquired by Lender, Lender shall apply, no later than immediately prior to the sale of the Property or its acquisition by Lender, any Funds then held by Lender
as a credit against the sums secured by this Mortgage. 
 3. Application of Payments. Unless applicable law provides
otherwise, all payments received by Lender under the Note and Paragraphs 1 and 2 hereof shall be applied by Lender first in payment of amounts payable to Lender by Borrower(s) under Paragraph 2 hereof, if any, then against advances, if any, made by
Lender pursuant to Paragraph 7 of this Mortgage, then to costs, fees, expenses, and other amounts incurred and advanced by the Lender in the enforcements of its rights under the note and this Mortgage, including, without limitation, costs and
reasonable attorneys’ fees, then to unpaid service fees, then to interest payable on the Note, then to the principal on the Note, then to unpaid late charges, if any, then to interest on any Future Advances made at Lender’s option pursuant
to Paragraph 20 hereof, then to the principal on Future Advances, if any, made at Lender’s option pursuant to Paragraph 20 hereof. 

  
 500973 (01.24.11)

Page 1 of 4 








 4. Charges; Liens. Borrower(s) shall promptly pay, when due, all Condominium
Assessments imposed by Eagle Tree Condominium Association, Inc., or other governing body of Eagle Tree Condominium (the “Condominium Association”) or Eagle Tree Property Owners’ Association, Inc., pursuant to the provisions of the
Declaration, by-laws, rules and regulations or other constituent documents of Eagle Tree Condominium, as well as the Master Declaration of Covenants, Conditions, Easements and Restrictions, bylaws, rules and regulations or other constituent
documents of the Eagle Tree Property Owners’ Association, Inc. 
 Borrower(s) shall pay all taxes, assessments and other
charges, fines and impositions attributable to the Property which may attain a priority over this Mortgage, in the manner provided under Paragraph 2 hereof or, if not paid in such manner, by Borrower(s) making payment, when due, directly to the
payee thereof. Borrower(s) shall promptly furnish to Lender all notices of amounts due under this Paragraph, and in the event Borrower(s) shall make payment directly, Borrower(s) shall promptly furnish to Lender receipts evidencing such payments.
Borrower(s) shall promptly discharge any lien which has priority over this Mortgage; provided, that Borrower(s) shall not be required to discharge any such lien so long as Borrower(s) shall agree in writing to the payment of the obligation secured
by such lien in a manner acceptable to Lender and, if requested by Lender, immediately post with Lender an amount necessary to satisfy said obligation, or shall in good faith contest such lien by, or defend enforcement of such lien in, legal
proceedings which operate to prevent the enforcement of the lien or forfeiture of the Property or any part thereof and, if requested by Lender, immediately post with Lender an amount necessary to satisfy said obligation. 

5. Hazard Insurance. Borrower(s) shall keep the improvements now existing or hereafter erected on the Property insured against
loss by fire, hazards included within the term “extended coverage”, and such other hazards as Lender may require and in such amounts and for such periods as Lender may require; provided, that Lender shall not require that the amount of
such coverage exceed that amount of coverage required to pay the sums secured by this Mortgage. This obligation shall be deemed satisfied so long as the Condominium Association maintains a “master” or “blanket” policy in
accordance with the terms hereof. 
 The insurance carrier providing the insurance shall be chosen by Borrower(s) or the
Condominium Association subject to approval by Lender; provided, that such approval shall not be unreasonably withheld. If required, all premiums on insurance policies shall be paid in the manner provided under Paragraph 2 hereof, or, if not paid in
such manner, by Borrower(s) or the Condominium Association making payment, when due, directly to the insurance carrier. 
 All
insurance policies and renewals thereof shall be in a form acceptable to Lender and shall include a standard mortgage clause in favor of and in a form acceptable to Lender. Borrower(s) shall give Lender prompt notice of any lapse in hazard insurance
coverage. In the event of loss, Borrower(s) shall give prompt notice to the insurance carrier and Lender. Lender may make proof of loss if not made promptly by Borrower(s). 
 Pursuant to the terms of the Declaration, insurance proceeds shall be applied to restoration or repair of the Property damaged, whether the unit or the common elements. To the extent such insurance
proceeds exceed the cost of such restoration or repair and the Board of Directors of the Condominium Association decides to disburse such excess, Borrower’s share of such excess shall be applied to the sums secured by this Mortgage, with the
excess, if any, paid to Borrower(s). 
 Unless Lender and Borrower(s) otherwise agree in writing, any such application of
proceeds to principal shall not exceed or postpone the due date of the monthly installments referred to in Paragraphs 1 and 2 hereof or change the amount of such installments. If under Paragraph 18 hereof the Property is acquired by Lender, all
right, title and interest of Borrower(s) in and to any insurance policies and in and to any excess insurance proceeds thereof from damage to the Property prior to the sale or acquisition shall pass to Lender to the extent of the sums secured by this
Mortgage immediately prior to such sale or acquisition. 
 6. Preservation and Maintenance of Property; Condominium.
Borrower(s) shall keep the Property in good repair and shall not commit waste or permit impairment or deterioration of the Property. Borrower(s) shall perform all of Borrower’s obligations under the Declaration, the by-laws and regulations
of the Condominium Association, and constituent documents. Borrower(s) shall take such actions as may be reasonable to insure that the Condominium Association maintains a public liability insurance policy acceptable in form, amount, and extent of
coverage to Lender. If a Condominium rider is executed by Borrower and recorded together with the Mortgage, the covenants and agreements of such rider shall be incorporated into and amend and supplement the covenants and agreements of this Mortgage
as if the rider were a part hereof. 
 7. Protection of Lender’s Security. If Borrower(s) fail(s) to perform the
covenants and agreements contained in this Mortgage, or if any action or proceeding is commenced which materially affects Lender’s interest in the Property, including, but not limited to, eminent domain, insolvency, code enforcement, or
arrangements or proceedings involving a bankrupt or decedent, then Lender at Lender’s option, upon notice to Borrower(s), may make such appearances, disburse such sums and take such action as is necessary to protect Lender’s interest,
including, but not limited to, disbursement of funds to pay reasonable attorneys’ fees and entry upon the Property to make repairs. 
 Any amounts disbursed by Lender pursuant to this Paragraph 7, with interest thereon, shall become additional indebtedness of Borrower(s) secured by this Mortgage. Unless Borrower(s) and Lender agree to
other terms or payment, such amount shall be payable upon notice from Lender to Borrower(s) requesting payment thereof, and shall bear interest from the date of disbursement at the rate payable from time to time on outstanding principal under the
Note unless payment of interest at such rate would be contrary to applicable law, in which event such amounts shall bear interest at the highest rate permissible under applicable law. Nothing contained in this Paragraph 7 shall require Lender to
incur any expense or take any action hereunder. 
 8. Inspection. Lender may make or cause to be made reasonable entries
upon and inspections of the Property, provided that Lender shall give Borrower(s) notice prior to any such inspection specifying reasonable cause therefor related to Lender’s interest in the Property. 

9. Condemnation. The proceeds of any award or claim for damages, direct or consequential, payable to Borrower(s) in connection
with any condemnation or other taking of all or any part of the Property, whether of the unit or the common elements or for any conveyance in lieu of condemnation, pursuant to the terms of the Declaration, are hereby assigned and shall be paid to
Lender as provided hereunder. 
 Unless Lender and Borrower(s) otherwise agree in writing, any such application of proceeds to
principal shall not extend or postpone the due date of the monthly installments referred to in Paragraphs 1 and 2 hereof or change the amount of such installments. 
 10. Borrower(s) Not Released. Extension of the time for payment or modification of amortization of the sums secured by this Mortgage granted by Lender to any successor in interest of Borrower(s)
shall not operate to release, in any manner, the liability of the original Borrower(s) and Borrower’s successors in interest. Lender shall not be required to commence proceedings against such successor or refuse to extend time for payment or
otherwise modify amortization of the sums secured by this Mortgage by reason of any demand made by the original Borrower(s) and Borrower’s successors in interest. 
 11. Forbearance by Lender Not a Waiver. Any forbearance by Lender in exercising any right or remedy hereunder, or otherwise afforded by applicable law, shall not be a waiver of or preclude the
exercise of any such right or remedy. The procurement of insurance or the payment of taxes or other liens or charges by Lender shall not be a waiver of Lender’s right to accelerate the maturity of the indebtedness secured by this Mortgage.

 12. Remedies Cumulative. All remedies provided in this Mortgage are distinct and cumulative to any other right or
remedy under this Mortgage or afforded by law or equity, and may be exercised concurrently, independently or successively. 

13. Successors and Assigns Bound; Joint and Several Liability; Captions. Subject to the terms and provisions of Paragraph 17
below, the covenants and agreements herein contained shall bind, and the rights hereunder shall inure to, the respective successors and assigns of Lender and Borrower(s). All covenants and agreements of Borrower(s) shall be joint and several. The
captions and headings of the paragraphs of this Mortgage are for convenience only and are not to be used to interpret or define the provisions hereof. 
 14. Notice. Except for any notice required under applicable law to be given in another manner, (a) any notice to Borrower(s) provided for in this Mortgage shall be given by mailing such notice
by U.S. Mail, postage prepaid, addressed to Borrower(s) at the Borrower’s address as set forth in the Note, or at such other address as Borrower(s) may 

  
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 designate by notice to Lender as provided herein, and (b) any notice to Lender shall be given by
certified mail, return receipt requested, to Lender’s address stated herein or to such other address as Lender may designate by notice to Borrower(s) as provided herein. Any notice provided for in this Mortgage shall be deemed to have been
given to Borrower(s) or Lender when given in the manner designated herein. In the event of a judicial action to enforce this Mortgage, Borrower hereby agrees that any notice required or service of process made incident thereto shall be sufficient if
made to the above address or to the registered agent appointed for such purposes by Borrower pursuant to Section 721.84 Florida Statutes. Borrower may change such address by giving Lender notice of a change of address in writing to
Lender’s address stated herein.  
 15. Governing Law; Severability. This Mortgage shall be governed by the
laws of the state where the Property is located. In the event that any provision or clause of this Mortgage or the Note conflicts with applicable law, such conflict shall not affect other provisions of this Mortgage or the Note which can be given
effect without the conflicting provision, and to this end the provisions of the Mortgage and the Note are declared to be severable. 
 16. Borrower’s Copy. Borrower(s) shall be furnished a copy of the Note and of this Mortgage at the time of execution or after recordation hereof. 

17. Transfer of the Property; Assumption. If all or any part of the Property or an interest therein is sold (or leased with an
option to purchase) or transferred by Borrower(s) without Lender’s prior written consent, excluding (a) a transfer by devise, descent or by operation of law upon the death of a joint tenant, (b) the grant of any leasehold interest of
three (3) years or less not containing an option to purchase, or (c) the creation of a lien or encumbrance subordinate to this Mortgage, Lender may, at Lender’s option, declare all the sums secured by this Mortgage to be immediately
due and payable. Lender shall have waived such option to accelerate if, and only if, prior to the sale or transfer, Lender and the person to whom the Property is to be sold or transferred reach agreement in writing that the credit of such person is
satisfactory to Lender and that the interest payable on the sums secured by this Mortgage shall be at such rate as Lender shall request, and the assumption fee set by Lender has been paid. If Lender has waived the option to accelerate provided in
this Paragraph 17, and if Borrower’s successor in interest has executed a written assumption agreement accepted in writing by Lender, Lender shall release Borrower(s) from all obligations under this Mortgage and the Note. Assumption of
Borrower’s Mortgage and Note shall be permitted only with written approval of and at the sole discretion of Lender. 
 If
Lender exercises such option to accelerate, Lender shall mail Borrower(s) notice of acceleration in accordance with Paragraph 14 hereof. Such notice shall provide a period of not less than fifteen (15) days from the date the notice is mailed
within which Borrower(s) may pay the sums declared due. If Borrower(s) fails to pay such sums prior to the expiration of such period, Lender may, without further notice or demand on Borrower(s), invoke any remedies permitted by Paragraph 18 hereof.

 18. Acceleration; Remedies. Except as provided in Paragraph 17 hereof, upon Borrower’s breach of any covenant or
agreement of Borrower(s) in this Mortgage, including the covenants to pay when due any sums secured by this Mortgage, Lender prior to acceleration shall mail notice to Borrower(s) as provided in Paragraph 14 hereof specifying: (1) the breach;
(2) the action required to cure such breach; (3) a date, not less than fifteen (15) days from the date the notice is mailed to Borrower(s), by which such breach must be cured; and (4) that failure to cure such breach on or before
the date specified in the notice may result in acceleration of the sums secured by this Mortgage, foreclosure by judicial proceedings or other proceedings consistent with the law, and sale of Property. If Borrower fails to cure any such breach on or
before the date specified in the notice, Lender at Lender’s option, subject to any right of reinstatement to which Borrower(s) is entitled under applicable law, may declare, without further demand, all of the sums secured by this Mortgage to be
immediately due and payable and the lien against the Property created by this Mortgage may be foreclosed in accordance with either a judicial foreclosure procedure or a trustee foreclosure procedure and may result in the loss of the Property. If
Lender initiates a trustee foreclosure procedure, Borrower shall have the option to object and Lender may proceed only by filing a judicial foreclosure action. Lender shall be entitled to collect in such proceedings all expenses of foreclosure,
including, but not limited to, reasonable attorneys’ fees, court costs, and costs of documentary evidence, abstracts and title reports. 
 19. Assignment of Rents; Appointment of Receiver. As additional security hereunder, Borrower(s) hereby assigns to Lender the rents of the Property, provided that Borrower(s) shall, prior to
acceleration under Paragraph 18 hereof or abandonment of the Property, have the right to collect and retain such rents as they become due and payable. 
 Upon acceleration of the Note or abandonment of the Property, Lender shall be entitled, without notice, to enter upon, take possession of and manage the Property and to collect the rents of the Property,
including those past due. All rents collected shall be appointed first to payment of the costs of management of the Property and collection of rents, including, but not limited to, management fees, court costs, and reasonable attorneys’ fees,
and then to the sums secured by this Mortgage. The Lender shall be liable to account only for those rents actually received. Borrower(s) shall not be entitled to possession or use of the Property after abandonment or after the Lender has accelerated
the balance due under the Note. Alternatively, Lender may seek the appointment of a receiver to manage and collect rents from the Property. If a receiver is appointed, any income from rents from the Property shall be applied first to the costs of
receivership, and then in the order set forth above. 
 20. Future Advances. Upon request by Borrower(s), Lender, at
Lender’s option, may make Future Advances to Borrower(s). Such Future Advances, with interest thereon, shall be secured by this Mortgage whether or not evidenced by promissory notes stating that said notes are secured hereby. At no time shall
the principal amount of the indebtedness secured by this Mortgage, not including sums advanced in accordance herewith to protect the security of this Mortgage, exceed one hundred fifty percent (150%) of the original amount of the Note.

 21. Lender’s Prior Consent. Borrower(s) shall not, except after notice to Lender and with Lender’s prior
written consent, either partition or subdivide the Property or consent to: 
 (i) The abandonment or termination of Eagle
Tree Condominium, except for abandonment or termination required by law in the case of substantial destruction by fire or other casualty or in the case of a taking by condemnation or eminent domain; 

(ii) any amendment to any provision of the Declaration, By-Laws or Rules and Regulations of the Condominium Association, or
equivalent constituent documents of Eagle Tree Condominium which is for the express benefit of Lender; or 
 (iii) any
action which would have the effect of rendering the public liability insurance coverage maintained by the Condominium Association unacceptable to Lender.  
 22. Attorneys’ Fees. As used in this Mortgage and in the Note, “attorneys’ fees” shall include attorneys’ fees, if any, and related costs incurred by Lender in the
enforcement of its rights under the Note and/or Mortgage, whether or not legal action is instituted, and any fees and costs of trial and appellate proceedings. 
 23. Venue and Jurisdiction. Borrower hereby consents to the enforcement of the Note and Mortgage in Palm Beach County, Florida and hereby submits to the jurisdiction of the courts of the state of
Florida for such purpose. 

  
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 IN WITNESS WHEREOF, Borrower(s) has/have executed this Mortgage on the day and year first written
above. Signed in the presence of: 
  

							
	Witness	 		 	Mortgagor	 	 
				
		 		 		 	
	Witness	 		 	Mortgagor	 	 
				
		 		 		 	
	Witness	 		 	Mortgagor	 	 
				
		 		 		 	
	Witness	 		 	Mortgagor	 	 
	STATE OF
                                        
)	 	        ACKNOWLEDGMENT        	 		 	
				
	COUNTY OF                           
                  )	 		 		 	

 This Mortgage was acknowledged before me this
                                         
                    by
                                         
   , 

                         
                           ,
                             and
                                        ,
(i) who is (are) personally known to me or (ii) has (have) produced
                                         
    [list type of identification] as identification. 
  

	
	(Print Name:
                                         
                       
	 NOTARY PUBLIC
 My Commission
Expires:
 Commission No:



 (ADDITIONAL ACKNOWLEDGMENT, IF MORTGAGORS SIGN BEFORE DIFFERENT NOTARIES) 

 

					
	STATE OF
                                         
                   )	 		 	ACKNOWLEDGMENT
			
	COUNTY
OF                                        
                            )	 		 	 

 This Mortgage was acknowledged before me this
                                         
           by
                                         
                   ,
                                         
       ,
                                         
    and
                                         
   , (i) who is (are) personally known to me or (ii) has (have) produced
                                         
                    [list type of identification] as identification. 

 

	
	(Print Name:
                                         
                       
	 NOTARY PUBLIC
 My Commission
Expires:
 Commission No:



 Prepared by and return to: Attn: New Owner Administration- 1200 Bartow Road, Suite 10, Lakeland, Florida 33801


  
 500973 (01.24.11) 

Page 4 of 4 








 HAWAII SAMPLE (RCDC) 

NOTE 
  

					
	Mortgage No.:
                                         
           	  		  	Vacation Ownership (Club) Interest No(s).
                                        

			
	Recorded:
                                         
                  	  		  	Preparation Date:
                                         
                                       

			
	US
$                                         
                           	  		  	Closing Date:
                                         
                                         
    

 1. DEFINED TERMS. Certain words used in this document have special meanings as set forth below:

 (a) “NOTE” - This document in which you promise to pay the Debt. You are giving it to THE
RITZ-CARLTON DEVELOPMENT COMPANY, INC. to pay for the Property described in the Mortgage. The Debt and this Note are secured by the Mortgage. 
 (b) “DEBT” - Both the Principal and Interest charged on that portion of Principal that is not then paid. “Principal” means the amount of
                     (US $            ). “Interest” is simple
interest, which means that it is charged (accrues) only on that part of the Principal which is not then paid. It is not on a block or other basis where the dollar amount of interest is fixed in advance. In this Note, the rate, but not the dollar
amount, of Interest is fixed. This rate is                      percent
(            %) per year based on a 360-day year, collected for the actual number of days principal is outstanding in any calendar year. Loan payments are to be made in
installments calculated to repay the loan in full over the term of the loan and is based on the assumption that all payments are made when due. Interest will be charged on that part of the Principal, which has not been paid. Interest at this rate
will start on the          day of                     ,
            , and will continue until the full amount of the Principal has been paid. 
 (c) “MORTGAGE” - The document entitled “Mortgage, Security Agreement and Financing Statement with Power of Sale” which you have signed. It gives property to the Holder as
security to protect the Holder from possible losses that might result if you do not keep the promises you make in this Note and in the Mortgage. 
 (d) “YOU” - Each person who signs this Note. If more than one person signs, each of you is fully and personally obligated to pay the full amount of the Debt and to keep all of the other
promises made in this Note. For example, the fact that one or more of you does not pay a part of the Debt does not excuse the rest of you from paying all of the Debt and keeping all of the other promises. The Holder may therefore enforce its rights
under this Note against each of you individually or against some or all of you together. In legal terms, each of you is “jointly and severally liable.” 

(e) “RITZ-CARLTON” - THE RITZ-CARLTON DEVELOPMENT COMPANY, INC., a Delaware
corporation. Its address is 6649 Westwood Boulevard, 3rd
Floor, Orlando, Florida 32821-6090. 
 (f) “HOLDER” - Ritz-Carlton or anyone who takes this Note
later by transfer and who is entitled to receive the payments you promise to make in this Note. You understand that any Holder may transfer this Note to someone else. 

(g) “CLOSING DATE” - The date indicated above. 

2. YOUR PROMISE TO PAY. You promise to pay the Debt, both Principal and Interest, plus all other sums you owe under this Note and
under the Mortgage, to the order of Marriott or any other Holder. 
 3. HOW, WHEN, AND WHERE YOU PROMISE TO PAY. You
promise to pay the Debt, both Principal and Interest, by making payments every month. Each monthly payment will be in the amount of 

  
 1 

387598.5 RA (11.10.09) 
 IM #449199.3 









 
                     UNITED STATES DOLLARS
($            ), and must be made on the          day of each month, starting on
                    . A service fee of $5.00 must accompany each monthly payment. You promise to make these payments every month until
you have paid all of the Debt. If, however, on                     , you still owe anything under this Note, you promise to pay the Debt in
full on that date. You promise to make your payments to Ritz-Carlton at P. O. Box 382028, Pittsburgh, PA 15250-8028, or at any other place the Holder tells you in writing to pay. 

4. HOW YOUR PAYMENTS WILL BE APPLIED. In addition to Principal and Interest, you may be required to make other payments as stated
in this Note or in the Mortgage. For example, you may be required to make other payments, such as late charge payments, if you do not keep the promises made in this Note or in the Mortgage (in other words, if you “default”). Further, you
must also make payments to cover service fees and returned check charges, if any. The Mortgage states the manner in which your payments will be applied to these fees and charges, to Interest and to Principal. 

5. YOUR RIGHT TO PAY EARLIER (“PREPAYMENT”). The Mortgage states the manner and the conditions under which you may pay
the Debt before the time you promise to do so in this Note. 
 6. THE HOLDER MAY REQUIRE YOU TO PAY EARLIER IF YOU BREAK YOUR
PROMISES (“ACCELERATION”). You agree that the Mortgage states the manner and the conditions under which the Holder may require you to make immediate payment of the Debt in full, if you default. Thus, as stated in the Mortgage, if you
default, you may lose your right to pay the Debt in monthly payments. 
 7. OTHER CHARGES AND COSTS YOU PROMISE TO PAY IF YOU
DEFAULT. 
 (a) LATE CHARGES. If the Holder has not received the full amount of any monthly payment by
the end of ten (10) calendar days after the date it is due, you promise to pay a late charge to the Holder with the next monthly payment. Each late charge will be six percent (6%) of the late monthly payment or $25.00, whichever is less.

 (b) THE HOLDER’S COSTS AND ATTORNEY’S FEES. If you default, you promise to pay the Holder all
of the reasonable costs the Holder incurs in trying to make you keep the promises you make in this Note and in the Mortgage. These costs include, for example, the Holder’s reasonable attorney’s fees and costs, whether or not the Holder
sues you. You promise to pay all of these costs at once after the Holder demands payment from you. 
 8. THIS NOTE IS SECURED
BY THE MORTGAGE. You agree that this Note is secured by the Mortgage. 
 9. YOU, AND CERTAIN OTHER PERSONS, WAIVE CERTAIN
RIGHTS. You waive your rights to require the Holder to do certain things. They are: (a) to demand payment of amounts due (known as “presentment”); (b) to give notice that amounts due have not been paid (known as “notice
of dishonor”); and (c) to obtain an official certification of nonpayment (known as a “protest”). Anyone else who agrees to keep the promises made in this Note, who agrees to make payments to the Holder if you fail to keep your
promises under this Note or who signs this Note to transfer it to someone else, also waives these rights. (These persons are known as “guarantors, sureties and endorsers”.) 

You and each guarantor, surety and endorser consent to any extension of the time by which the payment of this Note or any
monthly payments must be made and to any other change to the terms of this Note (this includes the release of any person liable on this Note). These extensions or changes can be made without notice to you or any of them, and will not release or
affect your liability or the liability of any of these other persons on this Note. 
 10. GOVERNING LAW. Hawaii law
governs this Note. 
 11. CAPTIONS. Ritz-Carlton has tried to appropriately divide and caption this Note by its various
paragraphs. Captions are a part of this Note, but obviously cannot and do not completely or adequately explain each 

  
 2 

387598.5 RA (11.10.09) 
 IM #449199.3 









 
paragraph or the entire agreement. Ritz-Carlton recommends that you read with care each and every paragraph of this Note and not just the captions alone. No court may treat the captions and
headings as if they explain what the paragraph means. 
 12. HOW ANY COURT SHOULD READ THIS NOTE. This Note was written
in plain language so that it would be easier to read and understand. It uses words which are less accurate than the words which most courts are used to seeing. It also does not include the long overlapping phrases used to prevent courts from reading
words too narrowly. If any court is ever asked to interpret this Note, Ritz-Carlton and you ask that it keep those facts in mind and interpret this Note as common sense would require in order to do what Ritz-Carlton and you clearly wanted this Note
to do. 
 By signing this document, you agree to everything that is said in this Note. 

YOU HAVE THE OPTION TO CANCEL THIS AGREEMENT BY NOTICE TO RITZ-CARLTON UNTIL MIDNIGHT OF THE SEVENTH (7TH) DAY FOLLOWING THE SIGNING OF THIS
NOTE. 
 IF YOU DID NOT RECEIVE A PROPERTY REPORT PREPARED PURSUANT TO THE RULES AND REGULATIONS OF THE OFFICE OF INTERSTATE LAND SALES
REGISTRATION, U.S. DEPARTMENT OF HOUSING AND URBAN DEVELOPMENT, IN ADVANCE OF YOUR SIGNING THIS NOTE, THIS NOTE MAY BE CANCELED AT YOUR OPTION FOR TWO (2) YEARS FROM THE DATE OF SIGNING. 

 

	
	Your Address:
	
	  
	
	  
	
	  


  

	
	“You”
	
	
	Print Your Name
	
	
	“You”
	
	
	Print Your Name
	
	
	“You”
	
	
	Print Your Name


  
 3 

387598.5 RA (11.10.09) 
 IM #449199.3 









 HAWAII SAMPLE (RCDC) 

 

			
	 LAND COURT SYSTEM
	  	REGULAR SYSTEM
	 AFTER RECORDATION: RETURN BY MAIL (            ) PICK UP
(            )


  

			
	 Tax Map Key No. (2) 4-2-04: 028 and 029
	  	Total Pages:             

 MORTGAGE, SECURITY AGREEMENT AND FINANCING 

STATEMENT WITH POWER OF SALE 
 Vacation Ownership (Club) Interest No(s): 
  

			
	 LENDER(S) NAME:
	  	THE RITZ-CARLTON DEVELOPMENT COMPANY, INC., a Delaware corporation 6649 Westwood Boulevard, 3rd Floor, Orlando, Florida 32821-6090

 BORROWER(S) NAME AND ADDRESS: 
 DEFINED TERMS. Certain words used in this document have special meanings which are set forth below. Other words which begin with a capital letter will
have the meaning given to such word in The Kapalua Bay Vacation Ownership Project Declaration of Covenants, Conditions and Restrictions that was recorded at the Bureau of Conveyances of the State of Hawaii as Document No. 2006-112198, as
amended (the “Declaration”). 
 A. “MORTGAGE” - This document which is dated
                    ,              will be called the “Mortgage.”
It gives the Property to the Holder as security to protect the Holder from possible losses that might result if you do not keep the promises you make in the Note and in this Mortgage. You are giving it to Ritz-Carlton as security for your promise to
repay the funds used to pay for the Property with interest. 
 B. “YOU” OR
THE “BORROWER”                             , and
                             whose address is
                    , is the person or are the persons signing the Note and this Mortgage, and will sometimes be called
“Borrower” and sometimes simply “You.” 
 C.
“RITZ-CARLTON” - THE RITZ-CARLTON DEVELOPMENT COMPANY, INC. will be called “Ritz-Carlton.” It is a corporation organized and existing under the laws of the State of Delaware, with its
principal place of business and post office address at 6649 Westwood Boulevard, 3rd Floor, Orlando, Florida 32821-6090. 

  
 Page 1 of 14









 D. “HOLDER” - Ritz-Carlton or anyone who takes this Mortgage
and the Note later by transfer and who is entitled to receive the payments you promise to make in the Note and to enforce the promises you make in this Mortgage. You understand that any Holder may transfer the Note and this Mortgage to someone else.

 E. “NOTE” - The Note you are signing. The “Note” also means all changes and
extensions to the Note that you and the Holder agree to. The Note states that you owe the Holder                      UNITED STATES DOLLARS ($
            ) which amount is called the “Principal” plus “Interest”. You promise to pay all amounts as and when stated in the Note. The Note is secured by this
Mortgage. 
 F. “DEBT” - The amount you owe the Holder, both Principal and simple (not block)
Interest. These amounts will be called the “Debt.” 
 G. “PROPERTY” - The property
that is described below in the section entitled “Description Of The Property.” 
 H. “FUTURE
ADVANCES” - Any amount loaned to Borrower after the date of this Mortgage, which, unless otherwise agreed, will accrue interest at the rate set forth in the Note. 
 I. BORROWER’S TRANSFER TO HOLDER OF RIGHTS IN THE
PROPERTY. 
 You here and now mortgage, grant and convey the Property to Ritz-Carlton, subject to the terms of
this Mortgage. You give this Mortgage as security for the payment of the Note and all amounts you may owe under the Note or this Mortgage, including the Debt, and as security that you will observe and perform all of the promises and other agreements
you make in the Note and Mortgage. This means that, by signing this Mortgage, you are giving Ritz-Carlton (and any later Holder) those rights that are stated in this Mortgage and also those rights that the law gives to creditors who hold mortgages
on real property and security interests in personal property. You are giving the Holder these rights to protect it from possible losses that might result if you fail to: 
 A. Pay all the Debt, both Principal and Interest, that you owe the Holder as and when stated in the Note; or 
 B. Pay all other sums you owe Holder under the Note and under this Mortgage, including any Future Advances; or 
 C. Pay, with interest, any amounts that the Holder spends under this Mortgage to protect the value of the Property and the Holder’s rights in the Property; or 

D. Keep all of your other promises and agreements under the Note and this Mortgage; or 

E. Keep all of your promises and agreements under the Purchase Agreement and under the Buyer’s Acknowledgements pertaining to the
Property, which you signed prior to this Mortgage. 
 II. DESCRIPTION OF THE
PROPERTY. 
 You give the Holder rights in the Property which is described in subparagraphs (A) through
(F) below: 
 A. The Club Interest(s) and other property rights described in Exhibit “A” attached hereto and
incorporated herein by this reference; 
 B. All rights granted to you by Condominium Documents, Club Documents and the Program
Documents; 
 C. All rights in other property that you have as owner of the Club Interest described in Paragraph (A) of
this section. These rights are known as “easements, profits and appurtenances attached to the property, including membership in The Kapalua Club;” 

  
 Page 2 of 14









 D. All rights that you have in all fixtures that are now or in the future will be on the
property described in Paragraph (A) of this section, and all replacements of and additions to those fixtures. Usually, fixtures are items that are physically attached to buildings, such as hot water heaters; 

E. All of the rights and property described in Paragraphs (B) and (C) of this section that you acquire in the future; and

 F. All replacements of or additions to the property described in Paragraph (C) of this section. 

III. BORROWER’S RIGHT TO MORTGAGE THE
PROPERTY AND BORROWER’S OBLIGATION TO DEFEND OWNERSHIP OF THE PROPERTY.

 You here and now promise that except for the encumbrances listed in Exhibit “A” to this document: (A) You
lawfully own the Property; (B) You have the right to mortgage, grant and convey the Property to the Holder; and (C) There are no outstanding claims or charges against the Property. 

You here and now give a general warranty of title to the Holder. This means that you will be fully responsible for any and all losses
which the Holder suffers because someone other than you has some of the rights in the Property which you promise that you have and are mortgaging to the Holder. You promise that you will defend your ownership of the Property against any claims of
such rights. 
 IV. YOUR PROMISES. 

You promise and you agree with the Holder as follows: 
 A. BORROWER’S PROMISE TO PAY PRINCIPAL AND INTEREST UNDER
THE NOTE AND TO FULFILL OTHER PAYMENT OBLIGATIONS. You will promptly pay to the Holder when due: the Debt,
both Principal and Interest, under the Note; late charges and other charges, fees and costs stated in the Note; and all sums due under any part of this Mortgage. 
 B. HOLDER’S APPLICATION OF BORROWER’S PAYMENTS. Unless the law
requires otherwise, the Holder will apply each of your payments under the Note and this Mortgage in the following order and for the following purposes: 
 1. First, to pay amounts payable by Borrower for taxes, assessments and other obligations, if any, under Paragraph (C) of this section; 

2. Next, to pay, with interest, any amounts that the Holder spends under this Mortgage to protect the value of the
Property and the Holder’s rights in the Property; 
 3. Next, to the costs, fees, expenses and other amounts
incurred and advanced by the Holder in the enforcement of its rights hereunder, including without limitations, costs and reasonable attorneys’ fees; 
 4. Next, to pay any service fee charged by the Holder; 
 5. Next,
to pay Interest then due under the Note; 
 6. Next, to pay Principal then due under the Note; 

7. Next, to pay late charges and other charges and costs you promise to pay under the Note or this Mortgage; 

8. Next, to pay interest on any Future Advances made pursuant to Paragraph (X) of this section; and 

  
 Page 3 of 14









 9. Last, to pay principal on any Future Advances made pursuant to Paragraph
(X) of this section. 
 C. AGREEMENTS ABOUT REAL PROPERTY
TAXES, ASSESSMENTS FOR THE CONDOMINIUM PROJECT AND CLUB, AND OTHER
CHARGES. You promise to pay all real property taxes (which should be included in the assessment made by the Association), charges from both the Condominium Association and the Association, and all other charges and
fines of every kind imposed on or in any way related to the Property and its use. It does not matter who is billed for these charges. For example, even if the Holder or the Management Company for the Association is billed, you must pay. 

Subject to applicable law, upon written request by Holder to Borrower, Borrower shall pay to Holder on the day when monthly installments
of principal and interest are payable under the Note, until the Note is paid in full, a sum (herein “Funds”) equal to one-twelfth of Borrower’s share of any taxes and assessments relating to the subject Property encumbered by this
Mortgage and one-twelfth of the Borrower’s share of the annual maintenance fee or assessment due to the Association or the Condominium Association, or such other amounts or for such other periods other than monthly, e.g. quarterly, all as
reasonably estimated initially and from time to time by Holder on the basis of assessments and bills and reasonable estimates thereof. 
 If Holder exercises this right, the Funds shall be held in an institution the deposits or accounts of which are insured or guaranteed by a Federal or state agency. Holder shall apply the Funds, upon
receipt of the appropriate bill or bills, to pay said taxes and assessments. Holder may not charge for so holding and applying the Funds, analyzing said account, or verifying and compiling old assessments and bills, unless Holder pays to Borrower
interest on the Funds and applicable law permits Holder to make such a charge. Unless applicable law requires, Holder shall not be required to pay Borrower any interest or other earnings on the Funds. Holder shall give to Borrower, without charge,
an annual accounting of the Funds showing credits and debits to the Funds and the purposes for which each debit to the Funds was made. The Funds are hereby pledged as additional security for the sums secured by this Mortgage. 

If the amount of the Funds held by Holder, together with the future monthly installments of Funds payable prior to the due dates of taxes
and assessments shall exceed the amount required to pay such taxes and assessments, as they fall due, such excess shall be, at Borrower’s option, either promptly repaid to Borrower or credited to Borrower on monthly installments of Funds. If
the amount of the Funds held by Holder shall not be sufficient to pay taxes and assessments as they fall due, Borrower shall pay to Holder any amount necessary to make up the deficiency within thirty (30) days from the date of a notice mailed
by Holder to Borrower requesting payment thereof, but in no event shall Holder require payment in advance for taxes and assessments to be held and disbursed as set forth hereunder in an amount which exceeds the estimate of the next year’s
amount for same. 
 Upon payment in full of all sums secured by this Mortgage, Holder shall promptly refund to Borrower any
funds held by Holder. If the Property is sold or the Property is otherwise acquired by Holder, Holder shall apply, no later than immediately prior to the sale of the Property or its acquisition by Holder, any Funds then held by Holder as a credit
against the sums secured by this Mortgage. 
 Without limiting the general nature of the promise made in the preceding paragraph
of this Paragraph C, you will pay all taxes, assessments, and any other charges and fines that may now or later be imposed on the Property and that may be superior to this Mortgage. You will do this either by making the payments to the Association,
or by making payments, when they are due, directly to the persons entitled to them. (In this Mortgage, the word “person” means any person, organization, governmental authority, or other party.) If you make direct payments, then, promptly
after making any of those payments, you will give the Holder a receipt which shows that you have done so. You will promptly pay, when they are due, all assessments imposed by the Condominium Association and the Association. 

Any claim, demand or charge that is made against the Property because an obligation has not been fulfilled is known as a lien. You will
promptly pay or satisfy all liens against the Property that may be superior to this Mortgage. This Mortgage does not, however, require you to satisfy a superior lien if: (A) You agree, in writing, to pay the obligation which gave rise to the
superior lien and the Holder approves the way in which you agree to pay that obligation; or (B) You, in good faith, argue or defend against the superior lien in a lawsuit so that during the lawsuit, the superior lien may not be enforced, and no
part of the Property must be given up. 

  
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 D. HAZARD INSURANCE. Since the Property
consists, in part, of an interest in a unit in a condominium project, as well as an interest in a vacation ownership program, the Condominium Association and/or the Association will typically maintain a hazard insurance policy which covers all
buildings and other improvements that now are or in the future will be located in the project or in the Unit, covering loss or damage caused by fire, hazards normally covered by special form insurance policies and other hazards. Such a policy may be
referred to as the “master policy.” So long as the master policy remains in effect and satisfies the requirements stated in this Paragraph D, you are not required to obtain and maintain separate hazard insurance on the Property. In the
event that the Condominium Association or the Association does not maintain a master policy covering the Condominium or property in the Condominium and in the Unit, or such master policy, in the Holder’s reasonable opinion, is not sufficient to
adequately protect Holder’s security interest in the Property, the Holder shall have the right to require you to obtain and maintain hazard insurance to cover the Property in the amounts and for the periods of time required by the Holder. In
the event that the insurance policy you obtain contains provisions, known as “co-insurance requirements,” that limit the insurance company’s obligation to pay claims if the amount of coverage is too low, the Holder may require you to
obtain an amount of coverage up to the larger of the following two amounts: (1) the amount that you owe to the Holder under the Note and under this Mortgage; or (2) the amount necessary to satisfy the co-insurance requirements. 

All insurance which you are required to obtain shall be carried with companies selected by you, which companies shall be authorized to do
business in the State of Hawaii, and the Holder may require that the policies and renewals thereof be held by the Holder and have attached thereto loss payable clauses in favor of and in form acceptable to the Holder. You will pay the premiums on
the insurance policies by paying the insurance company directly when the premium payments are due. If the Holder requires, you will promptly give the Holder all receipts of paid premiums and all renewal notices that you receive. 

If there is a loss or damage to the Property, you will promptly notify the Association, the Condominium Association and the Holder, if a
master policy is obtained and maintained for the Condominium and/or the Club, or the insurance company and the Holder if you are required to obtain the insurance coverage. If you do not promptly prove to the insurance company that the loss or damage
occurred, then the Holder may do so. 
 The amount paid by the insurance company is called “proceeds.” The proceeds
from any insurance obtained by the Association, the Condominium Association or you must be used to repair or to restore the damaged property unless: (a) it is not economically possible to make the repairs or restoration; or (b) the use of
the proceeds for that purpose would lessen the protection given to the Holder by this Mortgage; or (c) the Holder and you have agreed in writing not to use the proceeds for that purpose. If the repair or restoration is not economically possible
or if it would lessen the Holder’s protection under this Mortgage, then the proceeds applicable to the Property will be used to reduce the amount that you owe to the Holder under the Note and under this Mortgage. In addition, since a portion of
the Property consists of an interest in a Unit in the Condominium and Club, it is possible that proceeds under the master policy will be paid to you instead of being used to repair or to restore the damaged property. You give the Holder your rights
to those proceeds, which will be paid to the Holder, and will be used to reduce the amount that you owe to the Holder under the Note and under this Mortgage. If any of the proceeds remain after the amount that you owe to the Holder has been paid in
full, the remaining proceeds will be paid to you. The use of proceeds to reduce the amount that you owe to the Holder will not be a prepayment that is subject to the prepayment charge provisions, if any, under the Note or this Mortgage. 

If you abandon the Property, or if you do not answer, within thirty (30) days, a notice from the Holder stating that the insurance
company has offered to settle a claim for insurance benefits, then the Holder has the authority to collect the proceeds. The Holder may then use the proceeds to repair or restore the damaged property or to reduce the amount that you owe to the
Holder under the Note and under this Mortgage. The thirty (30) day period will begin on the date the notice is mailed or, if it is not mailed, on the date the notice is delivered. 

If any proceeds are used to reduce the amount of Principal which you owe to the Holder under the Note, that use will not delay the due
date or change the amount of any of your monthly payments under the Note and under Paragraph A of this Section V. You and the Holder may, however, agree in writing to those delays or changes. 

If the Holder acquires the Property under Paragraph P of this Section V, all of your rights in the insurance policies will belong to the
Holder. Also, all of your rights in any proceeds which are paid because of damage that 

  
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occurred before the Property is acquired by the Holder or sold will belong to the Holder. The Holder’s rights in those proceeds will not, however, be greater than the amount that you owe to
the Holder under the Note and under this Mortgage immediately before the Property is acquired by the Holder or sold. 
 If there
is a conflict concerning the use of proceeds between the terms of this Paragraph D and the law or the terms of the Condominium Documents and/or the Program Documents, then that law or the terms of those documents will govern the use of proceeds. You
will promptly give the Holder notice if the master policy or the insurance policy you obtain is interrupted or terminated. 

E. BORROWER’S OBLIGATION TO MAINTAIN
THE PROPERTY, AND AGREEMENTS ABOUT THE CONDOMINIUM AND THE CLUB. 

1. AGREEMENTS ABOUT MAINTAINING THE
PROPERTY. You will keep your assigned Unit in good repair during the time you occupy that Unit. You will not destroy, damage or substantially change the Assigned Unit. Without limiting the general nature of your
obligations, you promise not to store in or use on the Condominium any hazardous materials, drugs or other contraband, or to permit any person you allow to use your Club Interest to do so. 

2. AGREEMENTS THAT APPLY TO THE
CONDOMINIUM PROJECT AND CLUB. Since the Property is an interest in a Unit in the Condominium and the Club, you will fulfill all of your obligations under the Condominium
Documents, Program Documents and Club Documents. Also, you will not divide the Property into smaller parts that may be owned separately (known as “partition”). You will not consent to certain actions unless you have first given the Holder
notice, and obtained the Holder’s consent in writing. Those actions are: 
 a. The abandonment or
termination of the Condominium or the Club unless the abandonment or termination is required by law; 
 b. Any
significant change to the Condominium Documents or Club Documents, including, for example, a change in the percentage of ownership rights held by apartment owners in the Condominium or a change in the percentage of ownership rights held by vacation
ownership owners in Units in the Club; or 
 c. A decision by the Condominium Association or the Association to
terminate professional management and to begin self-management of the Condominium or the Club. 
 You promise that you will do
everything in your power so that the Condominium Association and the Association will each comply fully with the documents creating and governing the Condominium and the Club, respectively. 

F. HOLDER’S RIGHT TO TAKE ACTION
TO PROTECT THE PROPERTY If: (1) You do not keep your promises and agreements made in this Mortgage, or (2) someone, including you, begins a legal proceeding
that may significantly affect the Holder’s rights in the Property (such as, for example, a legal proceeding in bankruptcy, in probate, for condemnation, or to enforce laws or regulations), then the Holder may do and pay for whatever is
necessary to protect the value of the Property and the Holder’s rights in the Property. The Holder’s actions under this Paragraph F may include, for example, appearing in court, and paying reasonable attorney’s fees and court costs.
The Holder must give you notice before the Holder may take any of these actions. 
 You will pay to the Holder any amounts, with
interest, which the Holder spends under this Paragraph F. This Mortgage will protect the Holder in case you do not keep this promise to pay those amounts, with interest. 
 You will pay those amounts to the Holder when the Holder sends you a notice requesting that you do so. You will also pay interest on those amounts at the same rate stated in the Note. If, however, payment
of interest at that rate would violate the law, you will pay interest on the amounts spent by the Holder under this Paragraph F at the highest rate that the law allows. Interest on each amount will begin on the date that the amount is spent by
the Holder. The Holder and you may, however, agree in writing to terms of payment that are different from those in this Paragraph F. 
 Although the Holder may take action under this Paragraph F, the Holder is not required to do so. 

  
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 G. HOLDER’S RIGHT TO
INSPECT THE CONDOMINIUM. The Holder, and others authorized by the Holder, may enter on and inspect the Condominium. They must do so in a reasonable manner and at reasonable times. You
agree to take such action as may be required for Holder to conduct such an inspection. Before any one of those inspections is made, the Holder must give you notice stating a reasonable purpose for the inspection. That purpose must be related to the
Holder’s rights in the Property. 
 H. AGREEMENTS ABOUT CONDEMNATION
OF THE PROPERTY. A taking of property by any governmental authority by eminent domain is known as “condemnation.” Subject to provisions in the documents that create and govern
the Condominium and the Club, you and the Holder make the following agreements about condemnation of the Property: 
 You give
to the Holder your right to the proceeds of all awards or claims for damages resulting from condemnation or other governmental taking of the Property (or a portion thereof) and to the proceeds from a sale of the Property (or a portion thereof) that
is made to avoid condemnation. All of those proceeds will be paid to the Holder. 
 If all of the Property is taken, the
proceeds will be used to reduce the amount that you owe to the Holder under the Note and under this Mortgage. If any of the proceeds remain after the amount that you owe to the Holder has been paid in full, the remaining proceeds will be paid to
you. Unless the Holder and you agree otherwise in writing, if only a part of the Property is taken, the amount that you owe to the Holder will only be reduced by the amount of proceeds multiplied by the following amount: (1) the total amount
that you owe to the Holder under the Note and under this Mortgage immediately before the taking, divided by (2) the fair market value of the Property immediately before the taking. The remainder of the proceeds will be paid to you. The use of
proceeds to reduce the amount that you owe to the Holder will not be a prepayment that is subject to the prepayment charge provisions, if any, under the Note or this Mortgage. 
 If you abandon the Property, or if you do not answer within thirty (30) days, a notice from the Holder stating that a governmental authority has offered to make a payment or to settle a claim for
damages, then the Holder has the authority to collect the proceeds. The Holder may then use the proceeds to repair or restore the damaged property or to reduce the amount that you owe to the Holder under the Note and under this Mortgage. The thirty
(30) day period will begin on the date the notice is mailed or, if it is not mailed, on the date the notice is delivered. 

If any proceeds are used to reduce the amount of principal which you owe to the Holder under the Note, that use will not delay the due
date or change the amount of any of your monthly payments under the Note. The Holder and you may, however, agree in writing to those delays or changes. 
 I. CONTINUATION OF HOLDER’S RIGHTS. Even if the Holder does not exercise or enforce any right of the
Holder under this Mortgage or under the law, the Holder will still have all of those rights and may exercise and enforce them in the future. Even if the Holder obtains insurance, pays taxes or pays other claims, charges or liens against the
Property, the Holder will still have the right, under Paragraph P of this Section V, to demand that you make Immediate Payment In Full (see Paragraph P of this Section V for a definition of this phrase) of the amount that you owe to the Holder under
the Note and under this Mortgage. 
 J. HOLDER’S ABILITY TO
ENFORCE MORE THAN ONE OF HOLDER’S RIGHTS. Each of the Holder’s rights under this Mortgage is
separate. The Holder may exercise and enforce one or more of those rights, as well as any of the Holder’s other rights under the law, one at a time or some or all at once. 

K. JOINT AND SEVERAL LIABILITY; AGREEMENTS
CONCERNING CAPTIONS. If more than one person signs this Mortgage as Borrower, each of you is fully obligated to keep all of Borrower’s promises and obligations contained in this Mortgage. The
Holder may enforce the Holder’s rights under this Mortgage against each of you individually or against some or all of you together. This means that any one of you may be required to pay all of the amounts owed under the Note and under this
Mortgage. The captions and titles of this Mortgage are for convenience only. They may not be used to interpret or to define the terms of this Mortgage. 
 L. AGREEMENTS ABOUT GIVING NOTICES REQUIRED UNDER THIS
MORTGAGE. Unless the law or this Mortgage requires otherwise, any notice that must be given to you under this Mortgage will be given by delivering 

  
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or telecopying it to you or by mailing it addressed to you at the address for giving notices stated in Paragraph B of Section I above entitled “Defined Terms.” The Holder does not have
to send the notice to every Borrower at each of the Borrower’s addresses, if there is more than one Borrower. A notice will be delivered at a different address if you give the Holder a notice of your different address for notices in writing.
Any notice that must be given to the Holder under this Mortgage will be given by mailing it to the Holder’s address stated in Paragraph C of Section I above entitled “Defined Terms.” A notice will be mailed to the Holder at a
different address if the Holder gives you a notice of the different address. A notice required by this Mortgage is given (and will be deemed to be received) when it is mailed or when it is delivered or telecopied according to the requirements of
this Paragraph L. 
 M. AGREEMENTS ABOUT LAWSUITS AND
THE LAW THAT GOVERNS THE NOTE AND THIS MORTGAGE. 

1. The law that will govern the Note and this Mortgage is the law of the State in which the Property is located. This
governing law is the law of the State of Hawaii, which will control except to the extent that federal law may apply. If any term of this Mortgage or of the Note conflicts with the law, all other terms of this Mortgage and of the Note will still
remain in effect if they can be given effect without the conflicting term. This means that any terms of this Mortgage and of the Note which conflict with the law can be separated from the remaining terms, and the remaining terms will still be
enforced. 
 2. To the extent permitted by applicable law, any lawsuit or other proceeding involving the Note or
this Mortgage must be filed only in Courts of the State of Hawaii or the United States Federal District Court for the District of Hawaii. Neither you nor the Holder is allowed to do anything to defeat the power and right (called
“jurisdiction” and “venue”) of these courts to handle any such lawsuit or other proceeding, since it is intended that any such lawsuit or proceeding be resolved in Hawaii where the Property is located, and because the Note and
this Mortgage are subject to Hawaii law. Even if you are not a citizen or resident of the State of Hawaii, you submit yourself to the jurisdiction and venue of such courts for all purposes involving the Note and this Mortgage. All rights you have to
a jury trial in any such lawsuit or proceeding you here and now “waive.” It is intended that any disputes be submitted to a judge for resolution. 
 N. BORROWER’S COPY OF THE NOTE AND OF THIS
MORTGAGE. You will be given a copy of the Note and of this Mortgage showing that these documents have been signed. You will be given those copies either when you sign the Note and this Mortgage or
after this Mortgage has been officially recorded in the proper official records. If you do not receive these copies you may insist that Ritz-Carlton give them to you, but you still must keep all of the promises that you make in these documents.

 O. PROHIBITION ON ASSUMPTION OF THIS
MORTGAGE AND HOLDER’S RIGHTS IF BORROWER TRANSFERS THE
PROPERTY. This Mortgage and the Note may not be transferred by you to anyone else. The Holder expects you to pay all amounts due and to keep all of the promises stated in these documents. It would not
have extended credit to you if it realized that you would have someone else assume your obligations. Thus, if you sell or transfer the Property, unless indicated otherwise below, the Holder will have the right to require Immediate Payment In Full
(this term is explained in Paragraph P below). The Holder will not have the right to require Immediate Payment In Full, however, as a result of certain transfers. Those transfers are: 

1. The creation of liens or other claims against the Property that are inferior to this Mortgage; 

2. A transfer of the Property to surviving co-owners following the death of a co-owner when the transfer is automatic
according to law; and 
 3. Any other transfer which under federal law may be made without giving the Holder the
right to require Immediate Payment in Full. 
 If the Holder requires Immediate Payment In Full under this Paragraph O, the
Holder will send you in the manner described in Paragraph L of this Section V, a notice which states this requirement. The notice will give you at least ten (10) days to make the required payment. The ten (10) day period will begin on the
date the notice is mailed or if it is not mailed, on the date the notice is delivered. If you do not make the required payment during that period, the Holder may bring a lawsuit for foreclosure and sale under Paragraph P of this Section V without
giving you any further 

  
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notice or demand for payment or may foreclose under power of sale under Paragraph P of this Section V. (See Paragraph P of this Section V for definitions of “foreclosure and sale” and
“under power of sale”). 
 P. HOLDER’S RIGHTS IF
BORROWER FAILS TO KEEP PROMISES AND AGREEMENTS. If you do not keep your promises and agreements made in the Note or this Mortgage, the
Holder may take any action against you that is allowed by law or this Mortgage. For example, the Holder may sue you to collect any money you owe the Holder with or without also suing to foreclose and sell the Property (foreclosure and sale is
explained later in this Paragraph P); to stop you from breaking your promises and agreements (known as an action to enjoin); or to force you to keep your promises and agreements (known as an action for specific performance). 

If all of the conditions stated in the following subparagraphs 2.a, b and c of this Paragraph P are satisfied, the Holder may also
require that you pay immediately the entire amount then remaining unpaid under the Note and under this Mortgage (known as an “acceleration” of the Debt). The Holder may do this without making any further demand for payment. This
requirement will be called “Immediate Payment In Full.” 
 If the Holder requires Immediate Payment In Full, the
Holder: 
 1. May bring a lawsuit to take away all of your remaining rights in the Property and to have the
Property sold. At this sale the holder or another person may acquire the Property. This is known as “foreclosure and sale.” In any lawsuit for foreclosure and sale, the Holder will have the right to collect all costs allowed by law; or

 2. May foreclose under power of sale. This means that the Holder may have all of your remaining rights in
the Property taken away and have the Property sold without having to file a lawsuit. To do this, the Holder must comply with the law on foreclosure under power of sale that is stated in Chapter 667 of the Hawaii Revised Statutes, as amended.

 The Holder may require Immediate Payment In Full under this Paragraph P only if all of the following conditions are
satisfied: 
 a. You fail to keep any promise or agreement made in this Mortgage, including the promises to pay
when due the amounts that you owe to the Holder under the Note and under this Mortgage; and 
 b. The Holder
sends to you, in the manner described in Paragraph L of this Section V, a notice that states: 
 (1) The promise
or agreement that you failed to keep; 
 (2) The action that you must take to correct that failure; 

(3) A date by which you must correct the failure. That date must be at least ten (10) days from the date on which
the notice is mailed to you, or if it is not mailed, from the date on which it is delivered to you; 
 (4) That
if you do not correct the failure by the date stated in the notice, you will be in default and the Holder may require Immediate Payment In Full, and the Holder or another person may acquire the Property by means of foreclosure and sale or under
power of sale; 
 (5) That you may speak with a named representative of the Holder to discuss any questions
which you have about the matters stated in the notice; 
 (6) That if you satisfy the conditions stated in
Paragraph P of this Section V, you will have the right to have any lawsuit for foreclosure and sale discontinued and to have the Note and this Mortgage remain in full effect as if Immediate Payment In Full had never been required; and 

  
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 (7) That you have the right in any lawsuit for foreclosure and sale to
argue that you kept your promises and agreements under the Note and under this Mortgage, and to present any other defenses that you may have. 
 c. You do not correct the failure stated in the notice from the Holder by the date stated in that notice. 
 To sell the Property in foreclosure, the Holder may sign and deliver a legal document sufficient to transfer the Property to the purchaser at the foreclosure sale. You give the Holder the power and right
to sign and deliver such a document on your behalf, and you may not and cannot take this power and right away from the Holder. In legal terms, you appoint the Holder as your “attorney-in-fact,” which appointment is coupled with an interest
and, therefore, is irrevocable even if you die or become incompetent. 
 The proceeds from any foreclosure and sale, whether by
lawsuit or under power of sale, shall be applied: (i) first to pay all costs and expenses of the sale, including court costs and attorney’s fees, and (ii) then as stated in Paragraph B of this Section V. If, however, the proceeds are
not sufficient to pay all these sums and all the other sums you owe the Holder, unless waived by the Holder, you must still pay the Holder the difference (known as the “deficiency”). You promise to pay any deficiency on demand from the
Holder. The Holder may force you to keep your promise to pay any deficiency, even if you have lost all rights to the Property and even if the laws of the place where you live (“your home state” if you do not live in Hawaii), would not
permit the Holder to enforce this promise if the Property is located there. The Holder may take any action against you to collect the deficiency, plus all of the Holder’s costs of collection, including its attorney’s fees, that is allowed
by law and this Mortgage. 
 Q. BORROWER’S RIGHT TO
HAVE HOLDER’S FORECLOSURE AND SALE DISCONTINUED. Even if the Holder has required Immediate Payment In Full, you may have the right to
have discontinued any lawsuit brought by the Holder for foreclosure and sale or any foreclosure under power of sale or for other enforcement of this Mortgage. You will have this right at any time before a judgment has been entered enforcing this
Mortgage, or before the sale is made by a foreclosure under power of sale, if you satisfy the following conditions: 
 1. You pay to the Holder the full amount that would have been due under this Mortgage and the Note, if the Holder had not required Immediate Payment In Full; 

2. You correct your failure to keep any of your other promises or agreements made in this Mortgage; 

3. You pay all of the Holder’s reasonable expenses in enforcing this Mortgage including, for example, reasonable
attorney’s fees; and 
 4. You do whatever the Holder reasonably requires to assure that the Holder’s
rights in the Property, the Holder’s rights under this Mortgage, and your obligations under the Note and under this Mortgage continue unchanged. 
 If you fulfill all of the conditions in this Paragraph Q, then the Note and this Mortgage will remain in full effect as if Immediate Payment In Full had never been required. 

If, however, you do not fulfill all of these conditions, you (and all persons who have or claim rights in the Property that depend on
your rights in the Property) will lose all rights to the Property, and will not have any right to get them back. In legal terms, you (and such other persons) will have no “redemption rights.” 

R. HOLDER’S RIGHTS TO RECEIVE RENTAL
PAYMENTS FROM THE PROPERTY. If there is a judgment for the Holder in a lawsuit for foreclosure and sale, you will pay to the Holder reasonable rent from the
date the judgment is entered for as long as you continue to have the right to occupy the Property. This does not, however, give you the right to occupy the Property. 

  
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 S. HOLDER’S OBLIGATION
TO DISCHARGE THIS MORTGAGE WHEN THE NOTE AND THIS MORTGAGE ARE PAID
IN FULL. When the Holder has been paid all amounts due under the Note and under this Mortgage, the Holder will discharge this Mortgage by delivering a certificate stating that this Mortgage has been
satisfied. You will not be required to pay the Holder for the discharge, but you must pay all costs of recording the discharge in the proper official records. 
 T. AGREEMENT ABOUT USURY. Usury laws are laws that control the amount of interest that may be legally paid. You and the Holder intend to
comply with the applicable Hawaii usury laws. If, however, it is determined that any part of any Interest payment you make would be in excess of the maximum amount allowed by law, that part will be treated as a payment of Principal. 

U. AGREEMENT ABOUT PREPAYMENT. “Prepayment” means payment of
Debt earlier than the time you promise to do so. You may prepay the entire balance at any time as long as you also pay all other amounts you owe the Holder under the Note and this Mortgage. You may prepay any part of the unpaid balance at any time
you make a monthly payment. The only effect of a Prepayment will be to reduce the remaining unpaid Principal. You must continue to pay monthly installments in the same amount and on the same schedule as before, until the entire Debt is paid. You
will not be charged any penalty or premium for prepaying. 
 V. RIGHTS OF THE
BORROWER AND THE HOLDER ARE NOT AFFECTED BY LATER PAYMENT OR ANY
PREVIOUS LACK OF ENFORCEMENT. The Holder and you may overlook a violation of any part of the Note or this Mortgage by the other without losing the right to enforcement
later of the same or any other part of the Note or this Mortgage. The Holder will not lose enforcement rights even if the Holder accepts any payment you make. The Holder may still take action against you for any default, including your not paying on
time. 
 W. COLLECTION AGENCY AND COSTS. The
Holder has the right at any one or more times to hire an agent (and to change this agent) to collect the payments due from you under the Note and this Mortgage. You must pay the costs of establishing any such collection agency and the fee charged by
that agency for servicing your account. You must also pay any fees charged by any such collection agent due to any late payments you make or any other failure by you to keep your promises made in the Note and this Mortgage. 

X. FUTURE ADVANCES. Upon request by Borrower, Holder, at Holder’s option, may
make Future Advances to Borrower. Such Future Advances, with interest thereon, shall be secured by this Mortgage when evidenced by promissory notes stating that said notes are secured hereby. At no time shall the principal amount of the indebtedness
secured by this Mortgage, not including sums advanced in accordance herewith to protect the security of this Mortgage, exceed one hundred fifty percent (150%) of the original amount of the Note. 

Y. SECURITY AGREEMENT. This document is both a mortgage of all interests in real
property and a security agreement under the Uniform Commercial Code (the “Code”) as to all personal property and fixtures which may be described in this document. Therefore, the Holder has and may enforce a security interest in the
personal property and fixtures, and will have all rights of a secured party under the Code. This remedy, however, will not preclude the Holder from pursuing any other remedy available to the Holder. 

Z. NOTICE REGARDING INSURANCE. Notice is hereby given by the Holder
(Ritz-Carlton) to You (Borrower/Mortgagor) that you (Borrower/Mortgagor) are free to procure any insurance policy required by this instrument from any insurance company authorized to do business in the State of Hawaii. 

IN WITNESS WHEREOF, the Borrower(s) has signed this Mortgage as of the
day and year first above written. 
  

					
			
	  	 		 	  
	Borrower	 		 	Borrower

  

					
			
	  	 		 	  
	Borrower	 		 	Borrower


  
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 NOTARY ACKNOWLEDGMENT 
  

			
	STATE OF ___________________________	 	)
	 	 	) SS:
	COUNTY OF _________________________	 	)

 On this _________ day of ___________, 20__, before me personally appeared
_____________________________________, to me personally known or proved to me on the basis of satisfactory evidence of his/her/their signature(s) and identity to be the aforesaid person(s), who, being by me duly sworn or affirmed, did say that such
person(s) executed the foregoing instrument as the free act and deed of such person(s), and if applicable, in the capacities shown, having been duly authorized to execute such instrument in such capacities. 

 

	
	Signature of Notary
	Print Notary Name:_________________________
	Notary Public, in and for said State
	My commission expires:____________________


 [Below Notary Certification to be completed by Hawaii Notary Only] 

STATE OF HAWAII NOTARY CERTIFICATION 
 Document Identification or Description: PURCHASE MONEY MORTGAGE, SECURITY AGREEMENT AND FINANCING STATEMENT WITH POWER OF SALE 
  ̈Date of Document: _______ or xUndated at time of notarization 

Jurisdiction: __________ Circuit (in which notarial act is performed) 
 Number of Pages: Fifteen (15)
 Date of Certificate: ____________________ 

___________________________________ 
 Notary
Public Signature 
 Print Name: __________________________
 Notary Public, State of Hawaii 
 (Stamp or Seal) 

  
 Page 12 of 14









 EXHIBIT “A” 
 ____________(_____) Club Interest(s) in the Club in Club Unit No. _______ identified as Club Interest No. ______, consisting of the following: 

 

	I.	_______________(______) fee simple interest(s) in the Club consisting of an undivided one-twelfth (1/12) interest as tenant in common with the holders of other
undivided interests in and to the following: 

  

	 	(A)	Apartment No. _________ (“Apartment”) of the condominium project (“Project”) known as “KAPALUA BAY CONDOMINIUM,” as established by that
certain Declaration of Condominium Property Regime (“Condominium Declaration”) dated April 18, 2006, recorded at the Bureau of Conveyances of the State of Hawaii as Document No. 2006-083256, as amended, and as shown on the plans
thereof filed at said Bureau as Condominium Map No. 4222, as the same may be amended from time to time. The description of the land set forth in the Condominium Declaration is incorporated herein by this reference. 


Together with appurtenant easements as follows: 
  

	 	(1)	Nonexclusive easements for use of the common elements in accordance with the purpose for which they are intended without hindering or encroaching upon the lawful rights
of the other apartment owners, subject always to the exclusive use of the limited common elements as provided in the Condominium Declaration. 

  

	 	(2)	A nonexclusive easement in the other apartments in the building in which the Apartment is located for support. 


 

	 	(3)	Nonexclusive easements for use of the common elements for ingress to, egress from, utility services for and support, maintenance and repair of the Apartment.


  

	 	(4)	In the case of encroachment by the Apartment upon any other apartment or common elements, a valid easement for such encroachment and the maintenance thereof shall and
does exist in favor of and appurtenant to the Apartment herein conveyed for so long as such encroachment continues. In the event any building of the Project shall be partially or totally destroyed and then rebuilt, or in the event of any shifting,
settlement or movement of any portion of the Project, encroachments upon any part of the common elements or apartments due to the same shall be permitted, and valid easements for such encroachments and the maintenance thereof shall exist in favor of
and appurtenant to the Apartment herein conveyed for so long as such encroachment continues. 

  

	 	(5)	The right to use those certain limited common elements of the Project, if any, which are described in the Condominium Declaration as being appurtenant to the Apartment,
provided that such easement shall be deemed conveyed or encumbered with the Apartment even though such interest is not expressly mentioned or described in the conveyance. 


EXCEPTING AND RESERVING AND SUBJECT
TO all of the terms and conditions of the Condominium Declaration and easements for encroachments appurtenant to other apartments as they arise in the manner set forth in the preceding paragraph, now or hereafter
existing thereon, and subject also to easements for access to the property from time to time during reasonable hours as may be necessary for the operation of the property or for making emergency repairs therein to prevent damage to the common
elements or to another apartment or apartments or for the installation, repair or replacement of any common elements. 
  

	 	(B)	 An undivided __________ percentage interest with regard to Apartment No.______, as established by the Condominium Declaration, in and to the common
elements of the Project, 



  
 EXHIBIT
“A” 
 (Page 1 of ___) 









	 	
including the land described in said Condominium Declaration, as tenant in common with the holders of other undivided interests in and to said common elements. 


 

	II.	The exclusive right to reserve and then use and occupy the Apartment in accordance with, and subject to, that certain The Kapalua Bay Vacation Ownership Project
Declaration of Covenants, Conditions and Restrictions dated June 9, 2006, recorded at said Bureau as Document No. 2006-112198, as amended (the “Club Declaration”) and Club Reservation Procedures, together with the right in
common with owners of all other apartments to use and enjoy the common elements of the Project during the Use Period assigned to each aforesaid Club Interest. 


 

	III.	Membership in the Vacation Owners Association. 

 Being also portions of the premises described in those certain instruments dated August 31, 2004, made by and between Maui Land & Pineapple Company, Inc., a Hawaii corporation, as Grantor,
and Kapalua Bay, LLC, a Delaware limited liability company, as Grantee, recorded at said Bureau as Document No. 2004-178884 and 2004-178885. 
 SUBJECT, HOWEVER, to all encumbrances set forth in the Club Declaration, as amended, which are incorporated herein by this reference. 

  
 EXHIBIT
“A” 
 (Page 2 of ___) 








 MVC TRUST SAMPLE 

 

			
	 This instrument prepared by
 and after recording return to:
  

Attn: Linda Sellars
 Marriott Resorts Title
Company, Inc.
 1200 Bartow Road, Suite 10
 Lakeland, Florida 33801
	 	This space reserved for recorder:

 UPON CLOSING OF THE PURCHASE TO WHICH THIS MORTGAGE APPLIES, THE UNDERSIGNED HEREBY AUTHORIZE(S) CLOSING AGENT TO
COMPLETE THIS MORTGAGE BY INSERTING THE APPROPRIATE DATE OF THE MORTGAGE AND TO COMPLETE, AS NECESSARY, THE INFORMATION RELATING TO THE BENEFICIAL INTEREST(S) BEING ENCUMBERED BY THIS MORTGAGE. 

MORTGAGE 
  

 
 THIS MORTGAGE is made
this _____ day of ____________, ____, between the Mortgagor(s), _______________________ 
  

 
 (herein “Borrower(s)”), whose
post office address is c/o Marriott Resorts Hospitality Corporation, P.O. Box 890, Lakeland, Florida 33802, County of Polk, State of Florida, and the Mortgagee, MARRIOTT OWNERSHIP RESORTS, INC., a Delaware corporation, the address of which is
Post Office Box 24747, Lakeland, Florida 33802, (said party, its successors and assigns is herein called “Lender”). 
 WHEREAS, Borrower(s) is/are indebted to Lender in the principal sum of _________________________________________ U.S. Dollars (US$____________), which indebtedness is evidenced by Borrower’s
Note of even date herewith (herein “Note”), providing for monthly installments of principal and interest, with the balance of indebtedness, if not sooner paid, due and payable on _______________________, which is _____ months from
the date hereof. 
 TO SECURE to Lender (a) the repayment of the indebtedness evidenced by the Note, with interest
thereon, the payment of all other sums, with interest thereon, advanced in accordance herewith to protect the security of this Mortgage, and the performance of the covenants and agreements of Borrower(s) herein contained, and (b) the repayment
of any future advances, with interest thereon, made to Borrower(s) by Lender pursuant to Paragraph 20 hereof (herein “Future Advances”), Borrower(s) does hereby mortgage, grant and convey to Lender and Lender’s successors and
assigns the following described property: 
 A timeshare estate as defined by Section 721.05, Florida Statutes, more
fully described as: 
              Interests (numbered for
administrative purposes:                     ) in the MVC Trust (“Trust”) evidenced for administrative, assessment and ownership
purposes by                     Points (250 Points for each Interest), which Trust was created pursuant to and further described in that
certain MVC Trust Agreement dated March 11, 2010, executed by and among First American Trust, FSB, a federal savings bank, solely as trustee of Land Trust No. 1082-0300-00, (a.k.a MVC Trust), Marriott Ownership Resorts, Inc., a Delaware
corporation, and MVC Trust Owners Association, Inc., a Florida corporation not-for-profit, as such agreement may be amended and supplemented from time to time (“Trust Agreement”), a memorandum of which is recorded in Official Records Book
10015, Page 4176, Public Records of Orange County, Florida (“Trust Memorandum”). The Interests shall have a Use Year Commencement Date of
                     (subject to Section 3.5 of the Trust Agreement). 

TO HAVE AND TO HOLD unto Lender and Lender’s successors and assigns, forever, together with all use rights and appurtenant
easements, rights, rents, royalties, mineral, oil and gas rights and profits, water, water rights, and water stock, and all other appurtenances to such property, and all improvements and all fixtures now or hereafter constituting such property, all
of which, including replacements and additions thereto, shall be deemed to be and remain a part of the property covered by this Mortgage; and all of the foregoing, together with said property, are herein referred to as the
“Property”. 
 Borrower(s) covenants that Borrower(s) is/are lawfully seized of the estate hereby conveyed and
has the right to mortgage, grant and convey the Property, that the Property is unencumbered, and that Borrower will warrant and defend generally the title to the Property against all claims and demands, subject to any declarations, easements or
restrictions listed in a schedule of exceptions to coverage in any title insurance policy insuring Lender’s interest in the Property. 
 Borrower(s) and Lender covenant and agree as follows: 
 1. Payment of
Principal, Interest, Late Charges and Service Fees. Borrower(s) shall promptly pay when due the principal of and interest on the indebtedness evidenced by the Note, late charges as provided in the Note, reasonable service charges imposed by
Lender for servicing the loan account and the principal of and interest on any Future Advances secured by this Mortgage. 

2. Funds for Taxes, Assessments and Insurance. Subject to applicable law, upon written request by Lender to Borrower(s),
Borrower(s) shall pay to Lender on the day when monthly installments of principal and interest are payable under the Note, until the Note is paid in full, a sum (herein “Funds”) equal to one-twelfth of Borrower’s share of the
yearly taxes and assessments relating to the subject Property encumbered by this Mortgage and one-twelfth of the annual assessments due from Borrower under the Trust Agreement (herein “Trust Assessments”), or such other amounts or
for such other periods other than monthly, e.g., quarterly or one-fourth, etc., all as reasonably estimated initially and from time to time by Lender on the basis of assessments and bills and reasonable estimates thereof. 

  

					
	 464448-9 (11.15.10)
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 If Lender exercises the foregoing right, the Funds shall be held in an institution the
deposits or accounts of which are insured or guaranteed by a Federal or state agency. Lender shall apply the Funds, upon receipt of the appropriate bill or bills, to pay said taxes, assessments, and Trust Assessments. Lender may not charge for so
holding and applying the Funds, analyzing said account, or verifying and compiling said assessments and bills, unless Lender pays to Borrower(s) interest on the Funds and applicable law permits Lender to make such a charge. Unless applicable law
requires, Lender shall not be required to pay Borrower(s) any interest on earnings on the Funds. Lender shall give to Borrower(s), without charge, an annual accounting of the Funds showing credits and debits to the Funds and the purposes for which
each debit to the Funds was made. The Funds are hereby pledged as additional security for the sums secured by this Mortgage. 

If the amount of the Funds held by Lender, together with the future monthly installments of Funds payable prior to the due dates of
taxes, assessments, and Trust Assessments shall exceed the amount required to pay such taxes, assessments, and Trust Assessments as they fall due, such excess shall be, at Borrower’s option, either promptly repaid to Borrower(s) or credited to
Borrower(s) on monthly installments of Funds. If the amount of the Funds held by Lender shall not be sufficient to pay taxes, assessments, and Trust Assessments as they fall due, Borrower(s) shall pay to Lender any amount necessary to make up the
deficiency within thirty (30) days from the date of a notice mailed by Lender to Borrower(s) requesting payment thereof, but in no event shall Lender require payment in advance for taxes and assessments to be held and disbursed as set forth
hereunder in an amount which exceeds the estimate of the next year’s amount for same. 
 Upon payment in full of all sums
secured by this Mortgage, Lender shall promptly refund to Borrower(s) any Funds held by Lender. If under Paragraph 18 hereof the Property is sold or the Property is otherwise acquired by Lender, Lender shall apply, no later than immediately prior to
the sale of the Property or its acquisition by Lender, any Funds then held by Lender as a credit against the sums secured by this Mortgage. 
 3. Application of Payments. Unless applicable law provides otherwise, all payments received by Lender under the Note and Paragraphs 1 and 2 hereof shall be applied by Lender first in payment of
amounts payable to Lender by Borrower(s) under Paragraph 2 above, if any, then against advances, if any, made by Lender pursuant to Paragraph 7 of this Mortgage, then to costs, fees, expenses and other amounts incurred and advanced by the Lender in
the enforcement of its rights under the Note and this Mortgage, including, without limitation, costs and reasonable attorneys’ fees, then to unpaid service fees, then to interest payable on the Note, then to the principal of the Note, then to
unpaid late charges, if any, then to interest on any Future Advances made at Lender’s option pursuant to Paragraph 20 hereof, then to principal on Future Advances, if any, made at Lender’s option pursuant to Paragraph 20 hereof.

 4. Charges; Liens. Borrower(s) shall promptly pay, when due, all Trust Assessments imposed by MVC Trust Owners
Association, Inc., or other governing body of the Trust (the “Trust Association”) pursuant to the provisions of the Trust Agreement, Bylaws of the Trust Association, or other constituent documents of the Trust. 

Borrower(s) shall pay all taxes, assessments and other charges, fines and impositions attributable to the Property which may attain a
priority over this Mortgage, in the manner provided under Paragraph 2 hereof or, if not paid in such manner, by Borrower(s) making payment, when due, directly to the payee thereof. Borrower(s) shall promptly furnish to Lender all notices of amounts
due under this Paragraph, and in the event Borrower(s) shall make payment directly, Borrower(s) shall promptly furnish to Lender receipts evidencing such payments. Borrower(s) shall promptly discharge any lien which has priority over this Mortgage;
provided, that Borrower(s) shall not be required to discharge any such lien so long as Borrower(s) shall agree in writing to the payment of the obligation secured by such lien in a manner acceptable to Lender and, if requested by Lender, immediately
post with Lender an amount necessary to satisfy said obligation, or shall in good faith contest such lien by, or defend enforcement of such lien in, legal proceedings which operate to prevent the enforcement of the lien or forfeiture of the Property
or any part thereof and, if requested by Lender, immediately post with Lender an amount necessary to satisfy said obligation. 

5. Hazard Insurance. Borrower(s) shall keep the improvements now existing or hereafter erected on the Trust Property (as defined
in the Trust Agreement) insured against loss by fire, hazards included within the term “extended coverage”, and such other hazards as Lender may require and in such amounts and for such periods as Lender may require; provided, that Lender
shall not require that the amount of such coverage exceed that amount of coverage required to pay the sums secured by this Mortgage. This obligation shall be deemed satisfied so long as the Trust Association or other owners’ association
governing the Trust Property maintains a “master” or “blanket” policy for the Trust Property in accordance with the terms hereof. 
 The insurance carrier providing the insurance shall be chosen by Borrower(s), the Trust Association, or other owners’ association governing the Trust Property, subject to approval by Lender; provided
that such approval shall not be unreasonably withheld or delayed. If required, all premiums on insurance policies shall be paid in the manner provided under Paragraph 2 hereof, or, if not paid in such manner, by Borrower(s), the Trust Association,
or other owners’ association governing the Trust Property making payment, when due, directly to the insurance carrier. 

All insurance policies and renewals thereof shall be in a form acceptable to Lender and shall include a standard mortgage clause in favor
of and in a form acceptable to Lender. Borrower(s) shall give Lender prompt notice of any lapse in hazard insurance coverage. In the event of loss, Borrower(s) shall give prompt notice to the insurance carrier and Lender. Lender may make proof of
loss if not made promptly by Borrower(s). 
 Pursuant to the terms of the Trust Agreement, insurance proceeds shall first be
applied to restoration or repair of the Trust Property damaged. To the extent such insurance proceeds exceed the cost of such restoration or repair and the Board of Directors of the Trust Association decides to disburse such excess, Borrower’s
share of such excess shall then be applied to the sums secured by this Mortgage, with the excess, if any, paid to Borrower(s). 

Unless Lender and Borrower(s) otherwise agree in writing, any such application of proceeds to principal shall not extend or postpone the
due date of the monthly installments referred to in Paragraphs 1 and 2 hereof or change the amount of such installments. If under Paragraph 18 hereof the Property is acquired by Lender, all right, title and interest of Borrower(s) in and to any
insurance policies and in and to any excess insurance proceeds thereof from damage to the Trust Property prior to the sale or acquisition shall pass to Lender to the extent of the sums secured by this Mortgage immediately prior to such sale or
acquisition. 
 6. Preservation and Maintenance of Trust Property; Trust. Borrower(s) shall keep the Trust Property in
good repair and shall not commit waste or permit impairment or deterioration of the Trust Property. Borrower(s) shall perform all of Borrower’s obligations under the Trust Agreement, the Bylaws of the Trust Association, and constituent
documents. Borrower(s) shall take such actions as may be reasonable to ensure that the Trust Association, or other owners’ association governing the Trust Property, maintains a public liability insurance policy acceptable in form, amount, and
extent of coverage to Lender. If any rider is executed by Borrower and recorded together with the Mortgage, the covenants and agreements of such rider shall be incorporated into and amend and supplement the covenants and agreements of this Mortgage
as if the rider were a part hereof. 
 7. Protection of Lender’s Security. If Borrower(s) fail(s) to perform the
covenants and agreements contained in this Mortgage, or if any action or proceeding is commenced which materially affects Lender’s interest in the Property, including, but not limited to, eminent domain, insolvency, code enforcement, or
arrangements or proceedings involving a bankrupt or decedent, then Lender at Lender’s option, upon notice to Borrower(s), may make such appearances, disburse such sums and take such action as Lender deems necessary to protect Lender’s
interest, including, but not limited to, disbursement of funds to pay reasonable attorneys’ fees and entry upon the Trust Property to make repairs. 
 Any amounts disbursed by Lender pursuant to this Paragraph 7, with interest thereon, shall become additional indebtedness of Borrower(s) secured by this Mortgage. Unless Borrower(s) and Lender agree to
other terms of payment, such amount shall be payable upon notice from Lender to Borrower(s) requesting payment thereof, and shall bear interest from the date of disbursement at the rate payable from time to time on outstanding principal under the
Note unless payment of interest at such rate would be contrary to applicable law, in which event such amounts shall bear interest at the highest rate permissible under applicable law. Nothing contained in this Paragraph 7 shall require Lender to
incur any expense or take any action hereunder. 
 8. Inspection. Lender may make or cause to be made reasonable entries
upon and inspections of the Trust Property, provided that Lender shall give Borrower(s) notice prior to any such inspection specifying reasonable cause therefor related to Lender’s interest in the Property or Trust Property. 

9. Condemnation. The proceeds of any award or claim for damages, direct or consequential, payable to Borrower(s) in connection
with any condemnation or other taking of all or any part of the Property or Trust Property, or for any conveyance in lieu of condemnation, pursuant to the terms of the Trust Agreement, are hereby assigned to Lender and shall be paid to Lender as
provided hereunder. 

  

					
	 464448-9 (11.15.10)
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 Unless Lender and Borrower(s) otherwise agree in writing, any such application of proceeds
to principal shall not extend or postpone the due date of the monthly installments referred to in Paragraphs 1 and 2 hereof or change the amount of such installments. 
 10. Borrower(s) Not Released. Extension of the time for payment or modification of amortization of the sums secured by this Mortgage granted by Lender to any successor in interest of Borrower(s)
shall not operate to release, in any manner, the liability of the original Borrower(s) and Borrower’s successors in interest. Lender shall not be required to commence proceedings against such successor or refuse to extend time for payment or
otherwise modify amortization of the sums secured by this Mortgage by reason of any demand made by the original Borrower(s) and Borrower’s successors in interest. 
 11. Forbearance by Lender Not a Waiver. Any forbearance by Lender in exercising any right or remedy hereunder, or otherwise afforded by applicable law, shall not be a waiver of or preclude the
exercise of any such right or remedy. The procurement of insurance or the payment of taxes or other liens or charges by Lender shall not be a waiver of Lender’s right to accelerate the maturity of the indebtedness secured by this Mortgage.

 12. Remedies Cumulative. All remedies provided in this Mortgage are distinct and cumulative to any other right or
remedy under this Mortgage or afforded by law or equity, and may be exercised concurrently, independently or successively. 

13. Successors and Assigns Bound; Joint and Several Liability; Captions. Subject to the terms and provisions of Paragraph 17
below, the covenants and agreements herein contained shall bind, and the rights hereunder shall inure to, the respective successors and assigns of Lender and Borrower(s). All covenants and agreements of Borrower(s) shall be joint and several. The
captions and headings of the paragraphs of this Mortgage are for convenience only and are not to be used to interpret or define the provisions hereof. 
 14. Notice. Except for any notice required under applicable law to be given in another manner, (a) any notice to Borrower(s) provided for in this Mortgage shall be given by mailing such notice
by U.S. Mail, postage prepaid, addressed to Borrower(s) at the Borrower’s address as set forth in the Note, or at such other address as Borrower(s) may designate by notice to Lender as provided herein, and (b) any notice to Lender shall be
given by certified mail, return receipt requested, to Lender’s address stated herein or to such other address as Lender may designate by notice to Borrower(s) as provided herein. Any notice provided for in this Mortgage shall be deemed to have
been given to Borrower(s) or Lender when given in the manner designated herein. In the event of a judicial action to enforce this Mortgage, Borrower hereby agrees that any notice required or service of process made incident thereto shall be
sufficient if made to the above address or to the registered agent appointed for such purposes by Borrower pursuant to Section 721.84 Florida Statutes. Borrower may change such address by giving Lender notice of a change of address in writing
to Lender’s address stated herein. 
 15. Governing Law; Severability. This Mortgage shall be governed by the laws
of the state of Florida. In the event that any provision or clause of this Mortgage or the Note conflicts with applicable law, such conflict shall not affect other provisions of this Mortgage or the Note which can be given effect without the
conflicting provision, and to this end the provisions of the Mortgage and the Note are declared to be severable. 
 16.
Borrower’s Copy. Borrower(s) shall be furnished a copy of the Note and of this Mortgage at the time of execution or after recordation hereof. 
 17. Transfer of the Property; Assumption. If all or any part of the Property or an interest therein is sold (or leased with an option to purchase) or transferred by Borrower(s) without
Lender’s prior written consent, excluding (a) a transfer by devise, descent or by operation of law upon the death of a joint tenant, (b) the grant of any leasehold interest of three (3) years or less not containing an option to
purchase, or (c) the creation of a lien or encumbrance subordinate to this Mortgage, Lender may, at Lender’s option, declare all the sums secured by this Mortgage to be immediately due and payable. Lender shall have waived such option to
accelerate if, and only if, prior to the sale or transfer, Lender and the person to whom the Property is to be sold or transferred reach agreement in writing that the credit of such person is satisfactory to Lender and that the interest payable on
the sums secured by this Mortgage shall be at such rate as Lender shall request and any assumption fee set by Lender has been paid. If Lender has waived the option to accelerate provided in this Paragraph 17, and if Borrower’s successor in
interest has executed a written assumption agreement accepted in writing by Lender, Lender shall release Borrower(s) from all obligations under this Mortgage and the Note. Assumption of Borrower’s Mortgage and Note shall be permitted only with
written approval of and at the sole discretion of Lender. 
 If Lender exercises such option to accelerate, Lender shall mail
Borrower(s) notice of acceleration in accordance with Paragraph 14 hereof. Such notice shall provide a period of not less than fifteen (15) days from the date the notice is mailed within which Borrower(s) may pay the sums declared due. If
Borrower(s) fails to pay such sums prior to the expiration of such period, Lender may, without further notice or demand on Borrower(s), invoke any remedies permitted by Paragraph 18 hereof. 

18. Acceleration; Remedies. Except as provided in Paragraph 17 hereof, upon Borrower’s breach of any covenant or agreement of
Borrower(s) in this Mortgage, including the covenants to pay when due any sums secured by this Mortgage, Lender prior to acceleration shall mail notice to Borrower(s) as provided in Paragraph 14 hereof specifying: (1) the breach; (2) the
action required to cure such breach; (3) a date, not less than fifteen (15) days from the date the notice is mailed to Borrower(s), by which such breach must be cured; and (4) that failure to cure such breach on or before the date
specified in the notice may result in acceleration of the sums secured by this Mortgage, foreclosure by judicial proceedings or other proceedings consistent with the law, and sale of the Property. If Borrower fails to cure any such breach on or
before the date specified in the notice, Lender at Lender’s option, subject to any right of reinstatement to which Borrower(s) is entitled under applicable law, may declare without further demand all of the sums secured by this Mortgage to be
immediately due and payable and the lien against the Property created by this Mortgage may be foreclosed in accordance with either a judicial foreclosure procedure or a trustee foreclosure procedure and may result in the loss of the Property. If
Lender initiates a trustee foreclosure procedure, Borrower shall have the option to object and Lender may proceed only by filing a judicial foreclosure action. Lender shall be entitled to collect in such proceedings all expenses of foreclosure,
including, but not limited to, reasonable attorneys’ fees, court costs, and costs of documentary evidence, abstracts and title reports. 
 19. Assignment of Rents; Appointment of Receiver. As additional security hereunder, Borrower(s) hereby assigns to Lender the rents of the Property, provided that Borrower(s) shall, prior to
acceleration under Paragraph 18 hereof or abandonment of the Property, have the right to collect and retain such rents as they become due and payable. 
 Upon acceleration of the Note or abandonment of the Property, Lender shall be entitled, without notice, to enter upon, take possession of and manage the Property and to collect the rents of the Property,
including those past due. All rents collected shall be appointed first to payment of the costs of management of the Property and collection of rents, including, but not limited to, management fees, court costs, and reasonable attorneys’ fees,
and then to the sums secured by this Mortgage. The Lender shall be liable to account only for those rents actually received. Borrower(s) shall not be entitled to possession or use of the Property after abandonment or after the Lender has
accelerated the balance due under the Note. Alternatively, Lender may seek the appointment of a receiver to manage and collect rents from the Property. If a receiver is appointed, any income from rents from the Property shall be applied first to the
costs of receivership, and then in the order set forth above. 
 20. Future Advances. Upon request by Borrower(s),
Lender, at Lender’s option, may make Future Advances to Borrower(s). Such Future Advances, with interest thereon, shall be secured by this Mortgage whether or not evidenced by promissory notes stating that said notes are secured hereby. At no
time shall the principal amount of the indebtedness secured by this Mortgage, not including sums advanced in accordance herewith to protect the security of this Mortgage, exceed one hundred fifty percent (150%) of the original amount of the
Note. 
 21. Lender’s Prior Consent. Borrower(s) shall not, except after notice to Lender and with Lender’s
prior written consent, either partition or subdivide the Property or consent to: 
 (i) The abandonment of the Trust Property or
termination of the Trust, except for abandonment or termination required by law in the case of substantial destruction by fire or other casualty or in the case of a taking by condemnation or eminent domain; 

(ii) any amendment to any provision of the Trust Agreement, Bylaws of the Trust Association, or equivalent constituent documents of the
Trust which provision is for the express benefit of Lender; or 
 (iii) any action which would have the effect of rendering the
public liability insurance coverage maintained by the Trust Association, or other owners’ association governing the Property or Trust Property, unacceptable to Lender. 
 22. Lender’s Reserved Rights. Notwithstanding any rights granted to Borrower(s) under the Trust Plan Documents (as defined in the Trust Agreement), the Lender reserves the right to implement,
at any time and in coordination with the Trust Manager (as defined in the Trust Agreement), limitations and additional procedures relative to the ability of Borrower(s) to use Points (as 

  

					
	 464448-9 (11.15.10)
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defined in the Trust Agreement) in a Use Year (as defined in the Trust Agreement) prior to that when they would normally be available for use. 

23. Attorneys’ Fees. As used in this Mortgage and in the Note, “attorneys’ fees” shall include attorneys’
fees, if any, and related costs incurred by Lender in the enforcement of its rights under the Note and/or Mortgage, whether or not legal action is instituted, and any fees and costs of trial and appellate proceedings. 

24. Venue and Jurisdiction. THIS MORTGAGE SHALL BE GOVERNED BY, CONSTRUED UNDER AND INTERPRETED AND ENFORCED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF FLORIDA AND THE COURTS OF THE STATE OF FLORIDA IN THE COUNTY OF ORANGE SHALL BE THE EXCLUSIVE COURTS OF JURISDICTION AND VENUE FOR ANY LITIGATION OR OTHER PROCEEDING THAT MAY BE BASED ON, ARISE OUT OF, UNDER OR IN
CONJUNCTION WITH THIS MORTGAGE, UNLESS OTHERWISE REQUIRED BY LAW. HOLDER AND BORROWER(S) HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT EITHER MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED ON, OR ARISING OUT OF,
UNDER OR IN CONJUNCTION WITH THIS MORTGAGE, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY. THIS PROVISION IS A MATERIAL INDUCEMENT FOR LENDER EXTENDING THE LOAN EVIDENCED BY THE NOTE.

 IN WITNESS WHEREOF, Borrower(s) has/have executed this Mortgage on the day and year first written above. 

Signed in the presence of: 

					
			
	  	 		 	  
	Mortgagor	 		 	Mortgagor


					
			
	  	 		 	  
	Printed Name	 		 	Printed Name


					
			
	  	 		 	  
	Mortgagor	 		 	Mortgagor


					
			
	  	 		 	  
	Printed Name	 		 	Printed Name


					
			
	STATE OF ______________________)	 		 	ACKNOWLEDGMENT
			
	COUNTY OF ____________________)	 		 	

 This Mortgage was acknowledged before me this
             day of
                            ,
                 by
                                ,
                                ,
                                     and
                                    , (i) who is (are)
personally known to me or (ii) has (have) produced
                                         
        [list type of identification] as identification. 

	
	
	  
	Print Name: ________________________________
	
	NOTARY PUBLIC
	My Commission Expires: ______________________
	Commission No: _____________________________


 (ADDITIONAL ACKNOWLEDGMENT, IF MORTGAGORS SIGN BEFORE DIFFERENT NOTARIES) 

 

					
	STATE OF ______________________)	 		 	ACKNOWLEDGMENT
			
	COUNTY OF ____________________)	 		 	

 This Mortgage was acknowledged before me this
             day of
                            ,
                 by
                                        ,
                                ,
                                     and
                                    , (i) who is (are)
personally known to me or (ii) has (have) produced
                                 [list type of identification] as identification.


	
	
	  
	Print Name: ________________________________
	
	NOTARY PUBLIC
	My Commission Expires: ______________________
	Commission No: _____________________________



  

					
	 464448-9 (11.15.10)
	  	Page 4 of 4	  	









 ARIZONA SAMPLE (MVC) 

(INDIVIDUAL) 
 Upon closing of
the purchase to which this Note applies, the undersigned hereby authorize(s) closing agent or Holder to complete this Note by inserting the applicable dates for commencement of payments due hereunder, the monthly payment date and the final payment
date. DO NOT DESTROY THIS NOTE. 
 PROMISSORY NOTE 

Ownership Interest No.(s): 
 _______________________________________ 
 Canyon Villas Vacation Ownership Program

  

			
	 US $___________________________
	  	_____________________, 200_

 FOR VALUE RECEIVED, the undersigned
                     (“Borrower(s)”) promise(s) to pay to the order of MARRIOTT OWNERSHIP RESORTS, INC., (said party or any other
party to whom this Note may be transferred and assigned is hereinafter called the “Holder”), P.O. Box 8038, Lakeland, Florida 33802, or order, the principal sum of
                                     U.S. Dollars (US
$                        ), with interest on the unpaid balance from the date of this Note, or
                         (whichever is later), until paid, at the rate of
                             percent (        %) per
annum. Interest shall be calculated by applying the stated annual rate against the unpaid principal for the actual number of days elapsed divided by a 360 day year. Principal and interest shall be payable, without offset, in lawful money of the
United States at the Holder’s address set forth above, or such other place as the Holder may from time to time designate, in consecutive monthly installments of
                             U.S. Dollars (US
$                        ), beginning on the
                 day of                  and continuing thereafter on the
same day of each month, with the remaining unpaid balance, together with accrued interest thereon, due and payable, if not sooner paid, on
                                        .

 The indebtedness evidenced by this Note is secured by a Trust Deed, dated of even date herewith, creating a lien on the real
property described therein (the “Ownership Interest(s)”), located in Phoenix, Maricopa County, Arizona. Reference is made to said Trust Deed for rights of the Holder upon acceleration of the indebtedness evidenced by this Note. 

Each monthly payment shall be tendered with a $5.00 service fee. If any monthly installment is not received by the Holder within ten
(10) days after the date the installment is due, Borrower(s) shall pay to the Holder a late charge of six percent (6%) of such late installment or $25.00, whichever is greater. The Holder may apply any payment received by it to the payment
of all late charges then owing before application to interest or principal. Such late charge is in addition to and not in lieu of or diminution of any other rights and remedies of the Holder of this Note. 

Each monthly payment made by Borrower(s) shall be applied as of its scheduled due date. Each payment shall be credited on account of
amounts due in the order specified in Paragraph 20 of the Trust Deed. 
 Borrower(s) may prepay the principal amount outstanding
in whole or in part without a penalty. Any partial prepayment in excess of the amounts then due shall be applied against the principal amount outstanding but shall not postpone the due date of any subsequent monthly installments or change the amount
of such installments. 
 The makers, sureties, guarantors and endorsers hereof severally waive presentment for payment, demand
and notice of dishonor and nonpayment of this Note, and consent to any and all extensions of time, renewals, waivers or modifications that may be granted by the Holder hereof with respect to the payment or other provisions of this Note, and to the
release of any security, or any part thereof, with or without substitution. This Note shall be the joint and several obligation of all makers, sureties, guarantors and endorsers, and shall be binding upon them and their respective heirs, personal
representatives, successors and assigns. 
 At the option of the Holder, the entire unpaid principal amount outstanding and
accrued interest thereon shall become due and payable without demand or further notice to Borrower(s) upon: 
  

	 	a.	Failure of Borrower(s) to pay when due any installment payable hereunder which remains unpaid after a date specified in a notice (not less than fifteen (15) days
from the date such notice is mailed) from the Holder to Borrower(s); 

  

	 	b.	The insolvency (however evidenced) of or the institution of proceedings in bankruptcy by or against Borrower(s); 


 

	 	c.	The sale (or lease with option to purchase) or transfer of all or any part of the Ownership Interest(s) or any interest therein without the prior written consent of the
Holder, excluding a transfer by devise, descent or by operation of law upon the death of a joint tenant therein; or 

  

	 	d.	Failure of Borrower(s) to comply with the covenants of the Trust Deed after notice and failure to cure as provided in the Trust Deed. 


The Holder may exercise its option to accelerate during any default by Borrower(s) regardless of any prior forbearance. If this Note is
not paid when due, whether at maturity or by acceleration, the Holder shall be entitled to collect all reasonable costs and expenses of collection, including, but not limited to, attorney’s fees, whether or not action be instituted hereon.

 Any notice to Borrower(s) provided for in this Note shall be deemed to have been given after mailing same by U.S. mail,
postage prepaid (or such other more expeditious method as may be appropriate in the case of foreign addresses, as Holder may choose in its discretion), addressed to Borrower(s) at the address stated below, or to such other address as Borrower(s) may
designate by written notice to the Holder. Any notice to the Holder shall be deemed to have been given by mailing such notice by U.S. certified mail, return receipt requested, (or in the case of a notice originating in a foreign country, by such
other method that results in the Holder acknowledging in writing receipt of the notice), at 6649 Westwood Boulevard, Suite 500, Orlando, Florida 32821-6090, or at such other address as may be designated by written notice to Borrower(s). 

Wherever possible, each provision of this Note shall be interpreted in such manner as to be effective and valid under applicable law, but
if any provision of this Note shall be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining
provisions of this Note. 
 It is the intention of Borrower(s) and Holder to conform strictly to the applicable usury laws. It
is, therefore, agreed that (i) in the event that the maturity of this Note is accelerated by reason of an election by Holder or if this Note is prepaid prior to maturity, all unearned interest, if any, shall be canceled automatically, or, if
theretofore paid, shall either be refunded to Borrower(s) or credited to the unpaid principal amount of this Note, whichever remedy is chosen by Holder; (ii) the aggregate of all interest and other charges constituting interest under applicable
law, and contracted for, chargeable or receivable under this Note or otherwise in connection with this loan transaction shall neither exceed the maximum amount of interest, nor produce a rate in excess of the maximum non-usurious rate of interest
that Holder may charge Borrower(s) under applicable law and in regard to which Borrower(s) may not successfully 







 
assert the claim or defense of usury; and (iii) if any excess interest is provided for or collected, it shall be deemed a mistake and the same shall either be refunded to Borrower(s) or be
credited on the unpaid principal amount hereof, and this Note shall be automatically deemed reformed so as to permit only the collection of the maximum non-usurious rate and amount of interest allowable under applicable law. 

This Note shall be governed by, construed under and enforced in accordance with the laws of the State of Arizona. Borrower(s) consent(s)
to jurisdiction and venue in the state and federal courts within the State of Arizona. 
  

					
	BORROWER(S) ADDRESS:	 		 	BORROWER(S):
			
	  	 		 	  
	 	 		 	(Name of Individual)
	 	 		 	
	 	 		 	 
		 		 	(Name of additional Individual)
			
		 		 	 
		 		 	(Name of additional Individual)
			
		 		 	 
		 		 	(Name of additional Individual)

 (Execute Original Only) 







 ARIZONA SAMPLE (MVC) 
 WHEN RECORDED, MAIL TO: 
 First American Title Insurance Company 

4801 E. Washington 
 Phoenix, AZ 85034

 HOLD FOR PICKUP 
 TRUST DEED 
 With Assignment of Rents  

THIS TRUST DEED, made this          day of
            ,20         between
                                        
                                         
       , whether one or more, as TRUSTOR, whose address is
                                         
                                        c/o
Marriott Resorts Hospitality Corporation, P. O. Box 890, Lakeland, Florida 33802 and First American Title Insurance Company, 4801 East Washington, Phoenix, AZ 85034, as TRUSTEE, and MARRIOTT OWNERSHIP RESORTS, INC., a Delaware Corporation, whose
address is 1200 U.S. 98 South, Lakeland, Florida 33801, as BENEFICIARY. 
 WITNESSETH: That Trustor CONVEYS AND WARRANTS
TO TRUSTEE IN TRUST, WITH POWER OF SALE, the following described real property (herein the “Property”), lying situate and being in Phoenix, Maricopa County, Arizona: 
 Ownership Interest(s):                 ,
                ,                 , and
                , in CANYON VILLAS OWNERSHIP PROGRAM (the “Program”) with either Floating Time Rights for Platinum or Gold Use Periods or Fixed
Time Rights for Platinum Plus Use Periods, as applicable, consisting of the following: 
 I. For each Ownership Interest in the Program being
conveyed herein, an undivided interest (“Ownership Share”) in the Land described in Exhibit “A” attached hereto and by this reference made a part hereof and the Improvements constructed or to be constructed thereon from
time to time (collectively, the Land and Improvements are the “Property”), as tenants in common with the holders of other Ownership Shares in the Property under the Canyon Villas Vacation Ownership Program Declaration of Covenants,
Conditions and Restrictions dated June 19, 2001, recorded in Maricopa County, Arizona Recorder’s Office as Document No. 2001-0534924 , as amended from time to time (“Program Declaration”). The Ownership Share(s) included in
the Ownership Interest(s) conveyed herein is calculated pursuant to Exhibit “C” of the Program Declaration and is subject to adjustment in accordance with the Program Declaration as additional Units are added to the Program, as shown in
Notices recorded from time to time by Beneficiary. 
 II. The exclusive right to reserve and then use and occupy a Unit of the 2 bedroom Unit
Type on an                  Year          Rights basis, in accordance with, and subject to, the Program Declaration,
together with the right in common with other owners to use and enjoy the Property during the Use Period assigned to each Ownership Interest identified above. 
 III. Membership in the Canyon Villas Vacation Owners Association (“Association”). 
 TOGETHER WITH all of the rights, title privileges, easements, and common areas and facilities appertaining to the above described Ownership Interest(s), as set forth in the Declaration; 

TOGETHER WITH all and singular the rights, members, hereditaments and appurtenances to the said property belonging or in any way
incidental or appertaining; 
 TOGETHER WITH all fixtures and improvements now or hereafter located thereon and all water
rights, rights of way, easements, rents, issues, profits, income, tenements, hereditaments, privileges and appurtenances thereunto belonging, now or hereafter used or enjoyed with the Property, or any part thereof, SUBJECT, HOWEVER, to the right,
power and authority hereinafter given to and conferred upon Beneficiary to collect and apply such rents, issues, and profits; 

FOR THE PURPOSE OF SECURING (1) payment of the indebtedness evidenced by a promissory note, in the principal sum of
$                , made by Trustor, payable to the order of the Beneficiary at the times, in the manner and with interest as therein set forth, and any extensions
and/or renewals or modifications thereof (herein the “Note”); (2) the performance of each agreement of Trustor herein contained; (3) the payment of such additional loans or advances (herein “Future Advances”) as
hereafter may be made to Trustor, or his successors or assigns, when evidenced by a promissory note or notes reciting that they are secured by this Trust Deed; and (4) the payment of all sums expended or advanced by Beneficiary under or
pursuant to the terms hereof, together with interest thereon as herein provided. 
 Trustor covenants that Trustor is lawfully
seized of the estate hereby conveyed and has the right to mortgage, grant and convey the Ownership Interest(s), that the Ownership Interest(s) are unencumbered, and that Trustor will warrant and defend generally the title to the Ownership
Interest(s) against all claims and demands, subject to any declarations, easements or restrictions listed in a schedule of exceptions to coverage in any title insurance policy insuring Beneficiary’s interest in the Ownership Interest(s).

 Trustor shall promptly pay when due the principal of and interest on the indebtedness evidenced by the Note, late charges as
provided in the Note, reasonable service charges imposed by Beneficiary for servicing the loan account, as provided in the Note, and the principal of and interest on any Future Advances secured by this Trust Deed. 

TO PROTECT THE SECURITY OF THIS TRUST DEED, TRUSTOR AGREES: 

1. Trustor’s Obligations Concerning Property. To keep the Property in good condition and repair; not to remove or
demolish any building thereon, to restore promptly and in good and workmanlike manner any building thereon which may be damaged 

  

					
	466492v3 (9.1.09)	 	Page 1 of 7	 	









 
or destroyed; to comply with all laws, covenants and restrictions affecting the Property; not to commit or permit waste thereof; not to commit, suffer or permit any act upon the Property in
violation of law; to do all other acts which from the character or use of the Property may be reasonably necessary, including complying with the provisions of the Program Declaration, Articles of Incorporation, the By-Laws and Canyon Villas Vacation
Ownership Program Rules, and all other documents pertaining to the Property or the Association. 
 Trustee, upon presentation to
it of an affidavit signed by Beneficiary, setting forth facts showing a default by Trustor under this numbered paragraph, is authorized to accept as true and conclusive all facts and statements therein, and to act thereon hereunder. 

2. Insurance. To take such actions as may be reasonable to insure that the Association each provides and maintains
insurance of such types and amounts as the Declaration may require, covering the improvements now existing or hereafter erected or placed on the Property. Such insurance shall be carried in companies approved by Beneficiary, with loss payable
clauses in favor of and in form acceptable to Beneficiary. In event of loss, Trustor shall give immediate notice to Beneficiary, who may make proof of loss, and each insurance company concerned is hereby authorized and directed to make payment for
such loss directly to Beneficiary instead of Trustor and Beneficiary jointly. The insurance proceeds, if required by the Declaration or vote of the unit owners, shall be applied by Beneficiary to the restoration or repair of the property damaged.

 To the extent such insurance proceeds exceed the cost of such restoration or repair and the Board of Trustees of the
Condominium Association decides to disburse such excess, Trustor’s share of such excess shall be applied to the sums secured hereby, with the excess, if any, paid to Trustor. Unless Beneficiary and Trustor otherwise agree in writing, any such
application of proceeds to principal shall not postpone the due dates of the monthly installments payable by Trustor hereunder, nor change the amount of such installments. If under the provisions of this Trust Deed, the Property is acquired by
Beneficiary, all right, title and interest of Trustor in and to any insurance policies and in and to any excess insurance proceeds thereof from damage to the Property prior to the sale or acquisition shall pass to Beneficiary to the extent of the
sums secured by this Trust Deed immediately prior to such sale or acquisition. 
 3. Evidence of Title. To deliver
to, pay for and maintain with Beneficiary until the indebtedness secured hereby is paid in full, such evidence of title as Beneficiary may require including a policy of title insurance. 

4. Trustor to Defend Title. To appear in and defend any action or proceeding purporting to affect the security hereof, the
title to the Ownership Interest(s), or the rights or powers of Beneficiary or Trustee; and should Beneficiary or Trustee elect also to appear in or defend any such action or proceeding, to pay all costs and expenses including cost of evidence of
title and attorney’s fees in a reasonable sum incurred by Beneficiary or Trustee. 
 5. Basic Charges; Special
Charges; Personal Charges; Encumbrances; Fees. 
 (a) To pay at least 10 days before delinquency all
Basic Charges, Special Charges and Personal Charges (as those terms are defined in the Declaration) affecting the Ownership Interest(s) arising under the Declaration (collectively the “Charges”); to pay, when due, all encumbrances,
charges, and liens with interest, on the Property or any part thereof, which at any time appear to be prior or superior hereto; to pay all costs, fees, and expenses of this Trust. 

(b) Subject to applicable law, upon written request by Beneficiary to Trustor, Trustor shall pay to Beneficiary on the day
when monthly installments of principal and interest are payable under the Note, until the Note is paid in full, a sum (herein “Funds”) equal to one-twelfth of the annual Basic and Special Charges affecting the Ownership Interest(s) due
under the Declaration, or such other amounts or for such other periods other than monthly, e.g. quarterly, etc., all as reasonably estimated initially and from time to time by Beneficiary on the basis of bills and reasonable estimates thereof.

 (c) If Beneficiary exercises the right set forth in b) above, the Funds shall be held in an institution the
deposits or accounts of which are insured or guaranteed by a Federal or State agency. Beneficiary shall apply the Funds, upon receipt of the appropriate bill or bills, to pay said taxes and Common Assessments. Beneficiary may not charge for so
holding and applying the Funds, analyzing said account, or verifying and compiling said Common Assessments and bills, unless Beneficiary pays to Trustor interest on the Funds and applicable law permits Beneficiary to make such a charge. Unless
applicable law requires, and except as provided above, Beneficiary shall not be required to pay Trustor any interest on the Funds. Beneficiary shall give to Trustor, without charge, an annual accounting of the Funds showing credits and debits to the
Funds and the purposes for which each debit to the Funds was made. The Funds are hereby pledged as additional security for the sums secured by this Trust Deed. 
 (d) If the amount of the Funds held by Beneficiary, together with the future monthly installments of Funds payable prior to the due dates of Basic and Special Charges, shall exceed the amount required to
pay such Basic and Special Charges as they fall due, such excess shall be, at Trustor’s option, either promptly repaid to Trustor or credited to Trustor on future monthly installments of Funds. If the amount of the Funds held by Beneficiary
shall not be sufficient to pay Basic and Special Charges as they fall due, Trustor shall pay to Beneficiary any amount necessary to make up the deficiency within thirty (30) days from the date of a notice mailed by Beneficiary to Trustor
requesting payment thereof, but in no event shall Beneficiary require payment in advance for Basic and Special Charges to be held and disbursed as set forth hereunder in an amount which exceeds the estimate of the next year’s amount for same.

 (e) Upon payment in full of all sums secured by this Trust Deed, Beneficiary shall promptly refund to Trustor
any Funds held by Beneficiary. If in the exercise of Beneficiary’s remedies under this Trust Deed, the Ownership Interest(s) are sold or the Ownership Interest(s) are otherwise acquired by Beneficiary, Beneficiary shall apply, no later than
immediately prior to the sale of the Property or its acquisition by Beneficiary, any Funds then held by Beneficiary as a credit against the sums secured by this Trust Deed. 
 6. Protection of Security of Trust Deed. Should Trustor fail to make any payment or to do any act as herein provided, then Beneficiary or Trustee, but without obligation so to do and without
notice to or demand upon Trustor and without releasing Trustor from any obligation hereof, may (i) make or do the same in such manner and to such extent as either may deem necessary to protect the security hereof, Beneficiary or Trustee being
authorized to enter upon the Property for such purposes; (ii) commence, appear in and defend any action or proceeding purporting to affect the security hereof or the rights or powers of Beneficiary or Trustee; (iii) pay, purchase, contest,
or compromise any encumbrance, charge or lien which in the judgment of either 

  

					
	466492v3 (9.1.09)	 	Page 2 of 7	 	









 
appears to be prior or superior hereto; and (iv) in exercising any such powers, incur any liability, expend whatever amounts in its absolute discretion it may deem necessary therefor,
including cost of evidence of title, employ counsel, and pay his reasonable fees. Trustor agrees to pay immediately and without demand all sums expended hereunder by Beneficiary or Trustee, with interest from date of expenditure at the rate payable
from time to time on outstanding principal under the Note until paid, and the repayment thereof shall be secured hereby. 
 7.
Right of Entry. To permit Beneficiary to make or cause to be made reasonable entries upon and inspections of the Property, provided that Beneficiary shall give Trustor notice prior to any such inspection, specifying reasonable cause.

 IT IS MUTUALLY AGREED THAT: 
 8. Condemnation Awards and Insurance Proceeds. Should the Property or any part thereof be taken or damaged by reason of any public improvement or condemnation proceeding, or damaged by fire,
or earthquake, or in any other manner, Beneficiary shall be entitled to Trustor’s and/or the Ownership Interest(s)’ share of all compensation, awards, and other payments or relief therefor, and shall be entitled at its option to commence,
appear in and prosecute in its own name, any action or proceedings, or to make any compromise or settlement, in connection with such taking or damage. Trustor’s and/or the Ownership Interest’s share of all such compensation, awards,
damages, rights of action and proceeds, including the proceeds of any policies of fire and other insurance affecting the Property, are hereby assigned to Beneficiary, who may, after deducting therefrom all its expenses, including attorney’s
fees, apply the same on any indebtedness secured hereby. Trustor agrees to execute such further assignments of any compensation, award, damages, and rights of action and proceeds as Beneficiary or Trustee may require. Unless Beneficiary and Trustor
otherwise agree in writing, any application of proceeds to the indebtedness secured hereby shall not postpone the due date of the monthly installments payable under the terms of the Note or pursuant to Paragraph 5 hereof, nor change the amount of
such installments. 
 9. Actions by Trustee. At any time and from time to time upon written request of
Beneficiary, payment of its fees and presentation of this Trust Deed and the Note for endorsement (in case of full reconveyance, for cancellation and retention), without affecting the liability of any person for the payment of the indebtedness
secured hereby, Trustee may (a) consent to the making of any map or plat of the Property; (b) join in granting any easement or creating any restriction thereon; (c) join in any subordination or other agreement affecting this Trust
Deed or the lien or charge thereof; (d) reconvey, without warranty, all or any part of the Ownership Interest(s). The grantee in any reconveyance may be described as “the person or persons entitled thereto”, and the recitals therein
of any matters or facts shall be conclusive proof of the truthfulness thereof. Trustor agrees to pay reasonable Trustee’s fees for any of the services mentioned in this paragraph. 

10. Conditional Assignment of Rents. As additional security, Trustor hereby assigns to Beneficiary, during the continuance
of these trusts, all rents, issues, royalties, and profits of the Ownership Interest(s) affected by this Trust Deed and of any personal property located thereon. Until Trustor shall default in the payment of any indebtedness secured hereby or in the
performance of any agreement hereunder, Trustor shall have the right to collect all such rents, issues, royalties, and profits earned prior to default as they become due and payable. From and after any such default by Trustor, Trustor’s right
to collect any of such sums shall cease, and Beneficiary shall have the right, with or without taking possession of the Ownership Interest(s), to collect all rents, royalties, issues, and profits. Failure or discontinuance of Beneficiary at any time
or from time to time to collect any such sums shall not in any manner affect the subsequent enforcement by Beneficiary of the right, power, and authority to collect the same. Nothing contained herein, nor the exercise of the right by Beneficiary to
collect, shall be, or be construed to be, an affirmation by Beneficiary of any tenancy, lease or option, nor an assumption of liability under, nor a subordination of the lien or charge of this Trust Deed to, any such tenancy, lease or option.

 11. Receiver. Upon any default by Trustor hereunder, Beneficiary may at any time without notice, either in
person, by agent, or by a receiver to be appointed by a court (Trustor hereby consenting to the appointment of Beneficiary as such receiver), and without regard to the adequacy of any security for the indebtedness hereby secured, enter upon and take
possession of the Ownership Interest(s) or any part thereof, in its own name sue for or otherwise collect any rents, issues, and profits, including those past due and unpaid, and apply the same, less costs and expenses of operation and collection,
including reasonable attorney’s fees, upon any indebtedness secured hereby, and in such order as Beneficiary may determine. Beneficiary shall be liable to account to Trustor only for those rents actually received. 

12. Exercise of Rights by Beneficiary Shall Not Constitute a Cure. The entering upon and taking possession of the Ownership
Interest(s), the collection of such rents, issues, and profits, or the proceeds of fire and other insurance policies, or compensation or awards for any taking of or damage to the Property and the application or release thereof as aforesaid, shall
not cure or waive any default or notice of default hereunder or invalidate any act done pursuant to such notice. 
 13.
Notice of Sale. The Trustor requests that a copy of any notice of sale hereunder be mailed to him at the address hereinbefore set forth. 
 14. Trustor’s Default. Time is of the essence hereof. Upon default by Trustor in the payment of any indebtedness secured hereby or in the performance of any agreement hereunder,
Beneficiary, prior to acceleration of the debt, shall mail notice to Trustor as provided in paragraph 23 hereof, specifying: (i) the breach; (ii) the action required to cure such breach; (iii) a date, not less than fifteen
(15) days from the date the notice is mailed to Trustor by which such breach must be cured; and (iv) that failure to cure such breach on or before the date specified in the notice may result in acceleration of the sums secured by this
Trust Deed and sale of the Property by the Trustee or at foreclosure by judicial proceeding. If the breach is not cured on or before the date specified in the notice, Beneficiary, at Beneficiary’s option, may declare, without further demand,
all of the sums secured by this Trust Deed to be immediately due and payable and may either direct the Trustee to sell the Property or foreclose this Trust Deed by judicial proceedings. Beneficiary shall be entitled to collect all expenses of
collection, including, but not limited to, attorney’s fees, whether or not action be instituted hereon, court costs, and costs of documentary evidence, abstracts and title reports. As used in this Trust Deed and in the Note,
“attorney’s fees” shall include attorney’s fees, if any, which may be awarded by an appellate court. 
 15.
Power of Sale. In the event of such default and acceleration of the debt, Beneficiary may execute or cause Trustee to execute a written notice of default and of election to cause the Property to be sold to satisfy the obligations
hereof, and Trustee shall 

  

					
	466492v3 (9.1.09)	 	Page 3 of 7	 	









 
file such notice for record in each county wherein the Property is situated. Beneficiary also shall deposit with Trustee, the Note and all documents evidencing expenditures secured hereby. After
the lapse of such time as may then be required by law following the recordation of said notice of default, and notice of default and notice of sale having been given as then required by law; Trustee, without demand on Trustor, shall sell the
Ownership Interest(s) on the date and at the time and place designated in the notice of sale, either as a whole or in separate parcels, and in such order as it may determine (but subject to any statutory right of Trustor to direct the order in which
such property, if consisting of several known lots or parcels, shall be sold) at public auction to the highest bidder, the purchase price payable in lawful money of the United States at the time of sale. The person conducting the sale may, for any
cause he deems expedient, postpone the sale from time to time until it shall be completed and, in every case, notice of postponement shall be given by public declaration thereof by such person at the time and place last appointed for the sale.
Trustee shall execute and deliver to the purchaser its Deed conveying the Property so sold, but without any covenant or warranty, express or implied. The recitals in the Deed of any matters or facts shall be conclusive proof of the truthfulness
thereof. Any person, including Beneficiary, may bid at the sale. Trustee shall apply the proceeds of the sale to the payment of (1) the costs and expenses of exercising the power of sale and of the sale, including the payment of the
Trustee’s and attorney’s fees (including any which may be awarded by an appellate court); (2) cost of any evidence of title procured in connection with such sale and revenue stamps, if any, on the Trustee’s Deed; (3) all
sums expended under the terms hereof, not then repaid, with accrued interest from date of expenditure at the rate payable from time to time on outstanding principal under the Note; (4) all other sums then secured hereby; and (5) the
remainder, if any, to the person or persons legally entitled thereto, or as provided in A.R.S. § 33-812. 
 16.
Judicial Foreclosure. Upon the occurrence of any default hereunder, Beneficiary shall have the option to declare all sums secured hereby immediately due and payable, sue on the Note and/or foreclose this Trust Deed in the manner
provided by law for the foreclosure of mortgages on real property and Beneficiary shall be entitled to recover in such proceeding all costs and expenses incident thereto, including an attorney’s fee in such amount as shall be fixed by the court
(including any which may be awarded by an appellate court). 
 17. Successor Trustee. Beneficiary may appoint a
successor trustee at any time by filing for record in the office of the County Recorder of the county in which the Property is situated, a substitution of trustee. From the time the substitution is filed for record, the new trustee shall succeed to
all the powers, duties, authority and title of the trustee named herein or of any successor trustee. Each such substitution shall be executed and acknowledged, and notice thereof shall be given and proof thereof made, in the manner provided by law.

 18. Acceptance of Trust. Trustee accepts this Trust when this Trust Deed, duly executed and acknowledged, is
made a public record as provided by law. Trustee is not obligated to notify any party hereto of pending sale under any other Trust Deed or of any action or proceeding in which Trustor, Beneficiary, or Trustee shall be a party, unless brought by
Trustee. 
 19. Parties. This Trust Deed shall apply to, insure to the benefit of, and bind all parties hereto,
their heirs, legatees, devisees, administrators, executors, successors and assigns. All obligations of Trustor hereunder are joint and several. The term “Beneficiary” shall mean the owner and holder, including any pledgee, of the note
secured hereby. In this Trust Deed, whenever the context requires, the masculine gender includes the feminine and/or neuter, and the singular number includes the plural. 
 20. Application of Payments. Unless applicable law provides otherwise, all payments received by Beneficiary from or on behalf of Trustor, other than payments made specifically for the
purpose set forth in paragraph 5 hereof, shall be applied by Beneficiary first in payment of amounts payable to Beneficiary by Trustor under paragraph 5 hereof, if any, then against advances, if any, made by Beneficiary pursuant to paragraph 6 of
this Trust Deed, then to costs, fees, expenses and other amounts incurred and advanced by the Beneficiary in the enforcement of its rights under the Note and this Trust Deed, including without limitation, costs and reasonable attorneys’ fees,
then to unpaid service fees, then to interest payable on the Note, then to the principal of the Note, then to unpaid late charges, if any, then to interest on any Future Advances made at Beneficiary’s option pursuant to paragraph 24 hereof,
then to the principal of Future Advances, if any, made at Beneficiary’s option pursuant to paragraph 24 hereof. 
 21.
Acceleration upon Sale. If all or any part of the Property or an interest therein is sold (or leased with an option to purchase) or transferred by Trustor without Beneficiary’s prior written consent, excluding (a) a transfer
by devise, descent or by operation of law upon the death of a joint tenant, or (b) the creation of a lien or encumbrance subordinate to this Trust Deed, Beneficiary may, at Beneficiary’s option, declare all the sums secured by this Trust
Deed to be immediately due and payable. Beneficiary shall have waived such option to accelerate if, and only if, prior to the sale (or lease with option to purchase) or transfer, Beneficiary and the person to whom the Property is to be sold (or
leased) or transferred reach agreement in writing that the credit of such person is satisfactory to Beneficiary and that the interest payable on the sums secured by this Trust Deed shall be at such rate as Beneficiary shall request. If Beneficiary
has waived the option to accelerate as herein provided, and if Trustor’s successor in interest has executed a written assumption agreement accepted in writing by Beneficiary, Beneficiary shall release Trustor from all obligations under this
Trust Deed and the Note. If Beneficiary exercises such option to accelerate, Beneficiary shall mail Trustor notice of acceleration. Such notice shall provide a period of not less than fifteen (15) days from the date the notice is mailed within
which Trustor may pay the sums declared due. If Trustor fails to pay such sums prior to the expiration of such period, Beneficiary may, without further notice or demand on Trustor, invoke any remedies provided in this Trust Deed or by law.

 22. No Waiver; Remedies Cumulative. Any forbearance by Beneficiary in exercising any right or remedy hereunder,
or otherwise afforded by applicable law, shall not be a waiver of or preclude the exercise of any such right or remedy in the future, and the waiver of Beneficiary of any default shall not constitute a waiver of any other or subsequent default. The
procurement of insurance or the payment of taxes or other liens, charges or assessments by Beneficiary shall not be a waiver of Beneficiary’s right to accelerate the maturity of the indebtedness secured by this Trust Deed. All remedies provided
in this Trust Deed are distinct and cumulative to any other right or remedy under this Trust Deed or afforded by law or equity, and may be exercised concurrently, independently or successively. 

23. Notices. Except for any notice required under applicable law or under the Note to be given in another manner,
(a) any notice to Trustor provided for in this Trust Deed shall be given by mailing such notice by U.S. Mail, postage prepaid (or such other more expeditious method as may be appropriate in the case of foreign addresses, as Beneficiary may
choose in its discretion), addressed to Trustor at the Trustor’s address as set forth herein or in the Note, or at such other address as Trustor may designate by 

  

					
	466492v3 (9.1.09)	 	Page 4 of 7	 	









 
notice to Beneficiary as provided herein, and (b) any notice to Beneficiary shall be given by certified mail, return receipt requested, (or in the case of a notice originating in a foreign
country, by such other method that results in the Beneficiary acknowledging in writing, receipt of the notice), to Beneficiary’s address stated herein or to such other address as Beneficiary may designate by notice to Trustor as provided
herein. Any notice provided for in this Trust Deed shall be deemed to have been given to Trustor or Beneficiary when given in the manner designated herein. 
 24. Future Advances. Upon request by Trustor, Beneficiary, at Beneficiary’s option, may make additional loans to Trustor. Such additional loans (“Future Advances”), with
interest thereon, shall be secured by this Trust Deed when evidenced by promissory notes stating that said notes are secured hereby. 
 25. Abandonment; Amendments to Condominium Documents. Trustor shall not, except after notice to Beneficiary and with Beneficiary’s prior written consent, either partition or subdivide
the Property or consent to: 
 (i) The abandonment or termination of the Program or Program Declaration, except for abandonment
or termination required by law in the case of substantial destruction by fire or other casualty or in the case of taking by condemnation or eminent domain; 
 (ii) Any amendment to any provision of the Program Declaration, or the Articles of Incorporation, By-Laws or Rules and Regulations of the Association, or equivalent constituent documents of the Program,
which is for the express benefit of Beneficiary. 
 26. Provisions Severable. This Trust Deed shall be construed
according to the laws of the State of Arizona. In the event that any provision or clause of this Trust Deed or the Note conflicts with applicable law, such conflict shall not affect other provisions of this Trust Deed or the Note which can be given
effect without the conflicting provision. To this end the provisions of the Trust Deed and the Note are declared to be severable. 

  

					
	466492v3 (9.1.09)	 	Page 5 of 7	 	









 IN WITNESS WHEREOF, Trustor has executed this Trust Deed on the day and year first
written above. 
 Upon closing of the purchase to which this Trust Deed applies, the undersigned hereby authorize(s) closing
agent to complete this Trust Deed by inserting the appropriate date of the Trust Deed and to complete, as necessary, the recording information relating to the documents by which the Ownership Interest(s) being encumbered by this Trust Deed was
created. 
 _______________________________ 
 Trustor 
 _______________________________ 

Trustor 

_______________________________ 
 Trustor 
 _______________________________ 

Trustor 
 STATE OF
                             
                                   
      ss. 
 COUNTY OF
                         
 On                         , personally appeared before me
                                         
                        the signer(s) of the above instrument, who duly acknowledged to me that he/she/they executed the same.


	
	
	  
	Printed Name of Notary:______________________
	Notary Public, State of_______________________
	Commission No:______________________
	Expiration:_____________________________



  

					
	 466492v3 (9.1.09)
	  	Page 6 of 7	  	









 EXHIBIT “A” 
 Lot 16, of DESERT RIDGE SUPERBLOCK 7/4 PHASE I, according to the plat of record in the Office of the County Recorder of Maricopa County, Arizona, recorded in Book 383 of Maps, Page 1 and the Certificate
of Correction recorded February 3, 1995 in 95-0064178 of Official Records. 
 EXCEPTING therefrom all gas, oil, metals and mineral rights
as reserved in Patent No. 53-52417-02, recorded September 15, 1994 in 94-0680372, of Official Records and as reserved in Patent No. 53-52417-01, recorded May 20, 1997 in 97-0336125, of Official Records. 

For posting purposes, the Ownership Interest No(s) conveyed by the Deed shall be shown as Lot
                             in Book 12 of Maps, page 91. 

  

					
	 466492v3 (9.1.09)
	  	Page 7 of 7	  	









 CALIFORNIA SAMPLE (MVC) 

“TO BE DATED AT CLOSING BY CLOSING AGENT” 
 NOTE SECURED BY DEED OF TRUST< 
  

			
	Deed of Trust No:
                                        
	  	Timeshare Interest No(s):            
	Recorded:
                                         
           	  	
	US $
                                        
	  	
		  	Closing Date:
                                

 FOR VALUE RECEIVED, the undersigned
                         (“Borrower(s)”) promise(s) to pay MARRIOTT OWNERSHIP RESORTS, INC., (said party or any
other party to whom Marriott Ownership Resorts, Inc. may transfer and assign this Note, and who holds this Note from time to time is hereinafter referred to as “Holder”), Post Office Box 8038, Lakeland, Florida 33802, or order, the
principal sum of «             Dollars (US $             ), with interest on the unpaid balance from the date
(the “closing date”) of this Note, until paid, on which the escrow for the purchase of the Timeshare Interest(s) described in the recorded deed of trust (the “Deed of Trust”) securing this Note closes, at the rate of
             percent (            %) per annum, [based on a 360 day year and on the actual number of days
elapsed]. Principal and interest shall be payable in lawful money of the U.S. at the Holder’s address set forth above, or such other place as the Holder may, from time to time, designate, in consecutive monthly installments of
             Dollars (US $            ), on the
             day of each month and continuing thereafter on the same day of each month for a period of             
months commencing on                             , with the remaining unpaid principal balance,
together with accrued interest thereon, due and payable, if not sooner paid, on                         . 

The indebtedness evidenced by this Note is secured by a Deed of Trust, of even date herewith, to First American Title Insurance Company,
3625 Fourteenth Street, Riverside, CA 92502, as trustee. Reference is made to said Deed of Trust for rights as to acceleration of the indebtedness evidenced by this Note, and for other remedies in the event of default. 

Each monthly payment shall be tendered with a
                     service fee or such other reasonable service fee as the holder of this Note shall determine from time to time by written
notice to Borrower(s). 
 Borrower(s) shall pay to the Holder a late charge of (i) six percent (6%) for any monthly
installment not received by the Holder within ten (10) days after the date the installment is due or $5.00, whichever is greater, and (ii) a returned check charge of $15.00 for each occurrence in the event Borrower(s) shall pay any
installment by personal check returned to the Holder hereof for any reason. A late charge will be deducted from the next payment received. 
 Each payment shall be credited first on service fees, then on any returned check charges, if any, then on unpaid late charges, if any, then on interest due, and the remainder on principal. 

Borrower(s) may prepay the principal amount outstanding in whole or in part. Any partial prepayment in excess of the interest then
accrued shall be applied against the principal amount outstanding but shall not postpone the due date of any subsequent monthly installments or change the amount of such installments. 

Presentment, notice of dishonor, and protest are hereby waived by all makers, sureties, guarantors and endorsers hereof. This Note shall
be the joint and several obligation of all makers, sureties, guarantors and endorsers, and shall be binding upon them and their successors and assigns. 
 At the option of the Holder, the entire unpaid principal amount outstanding and accrued interest thereon shall become due and payable without demand or further notice to Borrower(s) upon: 

1. Failure of Borrower(s) to pay when due any monthly installment payable hereunder which remains unpaid after a date specified in a
notice (not less than fifteen (15) days from the date such notice is mailed) from the Holder to the Borrower(s); 
 2. The
insolvency (however evidenced) of or the institution of proceedings in bankruptcy by or against the Borrower(s); 
 3. The sale
(or lease with option to purchase) or transfer of all or any part of the Property or any interest therein without the prior written consent of the Holder, excluding a transfer by devise, descent or by operation of law upon the death of a joint
tenant therein or grant of any leasehold interest of three (3) years or less not containing an option to purchase; 
 4.
Failure of Borrower(s) to comply with the covenants of the Deed of Trust; 
 5. Failure of Borrower(s) to comply with the
requirements of the Declarations, Articles of Incorporation, By-Laws and Rules and Regulations governing the Property securing payment hereof. 
 The Holder may exercise this option to accelerate during any default by Borrower(s) regardless of any prior forbearance. 
 If this Note is not paid when due, whether at maturity or by acceleration, the Holder shall be entitled to collect all reasonable costs and expenses of collection, including, but not limited to,
reasonable attorney’s fees, whether or not action be instituted hereon. 
 Any notice to Borrower(s), request, demand,
instruction or other document provided for in this Note shall be deemed to have been given after depositing same in any U.S. post office box, postage prepaid, addressed to Borrower(s) at the address stated below, or to such other address as
Borrower(s) may designate by written notice to the Holder. Any Notice to the Holder shall be given by mailing such notice by certified mail, return receipt requested, to the Holder at the address stated in the first paragraph of this Note, or at
such other address as may have been designated by written Notice to Borrower(s). Any notice provided for in this Note shall be deemed to have been given to Borrower(s) or the Holder when given in the manner herein designated. 

 

	
	BORROWER(S)’ ADDRESS:
	  
	
	
	
	 
	
	 
	Borrower
	
	 
	Borrower
	
	 
	Borrower
	
	 
	Borrower
	
	 
	Borrower








 CALIFORNIA SAMPLE (MVC) 
 Order No. 
 Escrow No. 
 Loan No. 
 RECORDING REQUESTED BY: 
 WHEN RECORDED MAIL TO: 
 MARRIOTT OWNERSHIP RESORTS, INC. 

ATTN: NEW OWNER ADMINISTRATION 
 P.O. Box 24747

 LAKELAND, FL 33802 
  

 
 Space Above for Recorder’s
Use             
 UPON CLOSE OF ESCROW OF THE PURCHASE TO WHICH THIS DEED OF TRUST
APPLIES, TRUSTOR(S) HEREBY AUTHORIZE(S) ESCROW HOLDER/CLOSING AGENT OR HOLDER OF THE NOTE TO COMPLETE THIS DEED OF TRUST AND THE NOTE AS PROVIDED FOR IN THE CONTRACT FOR PURCHASE PURSUANT TO WHICH THE TIMESHARE INTEREST(S) WERE ACQUIRED BY
TRUSTOR(S). 
 DEED OF TRUST WITH ASSIGNMENT OF RENTS 
 (SHORT FORM) 
 This DEED OF TRUST, made
                     20         between
                                         
       ,
                                         
       , herein called TRUSTOR, whose address is
                                         
                   , FIRST AMERICAN TITLE INSURANCE COMPANY, a California corporation, herein called TRUSTEE, and MARRIOTT OWNERSHIP RESORTS, INC., a
Delaware corporation, herein called BENEFICIARY. 
 WITNESSETH: That Trustor grants to Trustee in Trust, with Power of Sale,
that property in the City of Palm Desert, County of Riverside, State of California, described as: 
 (SEE ATTACHED EXHIBIT A)

 (Ref:                 ) 

Together with the rents, issues and profits thereof, subject, however, to the right, power and authority hereinafter given to and
conferred upon Beneficiary to collect and apply such rents, issues and profits. For the Purpose of Securing (1) payment of the sum of
$                     with interest thereon according to the terms of a promissory note or notes of even date herewith made by Trustor,
payable to order of Beneficiary, and extensions or renewals thereof, and (2) the performance of each agreement of Trustor incorporated by reference or contained herein (3) Payment of additional sums and interest thereon which may hereafter
be loaned to Trustor, or his successors or assigns, when evidenced by a promissory note or notes reciting that they are secured by this Deed of Trust. 
 To protect the security of this Deed of Trust, and with respect to the property above described, Trustor expressly makes each and all of the agreements, and adopts and agrees to perform and be bound by
each and all of the terms and provisions set forth in subdivision A, and it is mutually agreed that each and all of the terms and provisions set forth in subdivision B of the fictitious deed of trust recorded in Orange County August 17, 1964,
and in all other counties August 18, 1964, in the book and at the page of Official Records in the office of the county recorder of the county where said property is located, noted below opposite the name of such county, namely: 

 

																							
	 COUNTY
	  	BOOK	  	PAGE	  	COUNTY	  	BOOK	  	PAGE	  	COUNTY	  	BOOK	  	PAGE	  	COUNTY	  	BOOK	  	PAGE
	 Alameda
	  	1288	  	556	  	Kings	  	858	  	713	  	Placer	  	1028	  	379	  	Sierra	  	38	  	187
	 Alpine
	  	3	  	130-31	  	Lake	  	437	  	110	  	Plumas	  	166	  	1307	  	Siskiyou	  	506	  	762
	 Amador
	  	133	  	438	  	Lassen	  	192	  	367	  	Riverside	  	3778	  	347	  	Solano	  	1287	  	621
	 Butte
	  	1330	  	513	  	Los Angeles	  	T-3878	  	874	  	Sacramento	  	5039	  	124	  	Sonoma	  	2067	  	427
	 Calaveras
	  	185	  	338	  	Madera	  	911	  	136	  	San
Benito	  	300	  	405	  	Stanislau	  	1970	  	56
	 Colusa
	  	323	  	391	  	Marin	  	1849	  	122	  	San Bernardino	  	6213	  	768	  	Sutter	  	655	  	585
	 Contra Costa
	  	4684	  	1	  	Mariposa	  	90	  	453	  	San
Francisco	  	A-804	  	596	  	Tehama	  	457	  	183









																							
	 Del Norte
	  	101	  	549	  	Mendocino	  	667	  	99	  	San Joaquin	  	2855	  	283	  	Trinity	  	108	  	595
	 El Dorado
	  	704	  	635	  	Merced	  	1660	  	753	  	San Luis Obispo	  	1311	  	137	  	Tulare	  	2530	  	108
	 Fresno
	  	5052	  	623	  	Modoc	  	191	  	93	  	San Mateo	  	4778	  	175	  	Tuolumne	  	177	  	160
	 Glenn
	  	469	  	76	  	Mono	  	69	  	302	  	Santa Barbara	  	2065	  	881	  	Ventura	  	2607	  	237
	 Humboldt
	  	801	  	83	  	Monterey	  	357	  	239	  	Santa Clara	  	6626	  	664	  	Yolo	  	769	  	16
	 Imperial
	  	1189	  	701	  	Napa	  	704	  	742	  	Santa Cruz	  	1638	  	607	  	Yuba	  	398	  	693
	 Inyo
	  	165	  	672	  	Nevada	  	363	  	94	  	Shasta	  	800	  	633	  		  		  	
	 Kern
	  	3756	  	690	  	Orange	  	7182	  	18	  	San Diego	  	SERIES 5 BOOK 1964, Page 144974	  		  	

 shall inure to and bind the parties hereto, with respect to the property above described. Said agreements, terms and
provisions contained in said subdivision A and B, (identical in all counties, and printed on the attached) are by the within reference thereto, incorporated herein and made a part of this Deed of Trust for all purposes as fully as if set forth at
length herein, and Beneficiary may charge for a statement regarding the obligation secured hereby, provided the charge therefore does not exceed the maximum allowed by law. 
 The undersigned Trustor(s), requests that a copy of any notice of default and any notice of sale hereunder be mailed to him/her/it at the address hereinbefore set forth. 

 

	
	Signature of Trustor(s)
	
	  
	
	  
	
	  
	
	  


 ACKNOWLEDGMENT 
 (For Use In California Only) 
 STATE OF
                     
 COUNTY OF
                 

On             before
me,                                        
    , a notary public, personally appeared_____________________________________
                                         
                                         
                                         
                                         
                                         
                   , 
 who proved to me on the
basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on
the instrument the person(s), or entity upon behalf of which the person(s) acted, executed the instrument. 
 I certify under PENALTY OF PERJURY
under the laws of the State of California that the foregoing paragraph is true and correct. 
 WITNESS my hand and official seal. 

 

			
	Signature  	 	 

 (Seal) 







 COLORADO SAMPLE (MVC) 
 Upon closing of the purchase to which this Note applies, the undersigned hereby authorize(s) closing agent or Holder to complete this Note by inserting the applicable dates for commencement of payments
due hereunder, the monthly payment date and the final payment date. DO NOT DESTROY THIS NOTE. When paid, this Note, with the Deed of Trust securing the same, must be surrendered to the Trustee for cancellation before release will be made.

 PROMISSORY NOTE 
 Reference No.                          

Mountain Valley Lodge           

 

			
	 US $            
	  	                           
         , 19        

 FOR VALUE RECEIVED, the undersigned
                                     (“Borrower(s)”)
promise(s) to pay to the order of MARRIOTT OWNERSHIP RESORTS, INC., (said party or any other party to whom this Note may be transferred and assigned is hereinafter called the “Holder”), P.O. Box 8038, Lakeland, Florida 33802, or order, the
principal sum of ____________________________________
                                         
                No/100 U.S. Dollars (US $            ) on the unpaid balance from the date of this Note,
until paid, at the rate of                      percent
(            %) per annum. Interest shall be calculated by applying the stated annual rate against the unpaid principal for the actual number of days elapsed divided by a 360
day year. Principal and interest shall be payable, without offset, in lawful money of the United States at the Holder’s address set forth above, or such other place as the Holder may, from time to time, designate, in
                                         
    consecutive monthly installments of
                                         
                            No/100 U.S. Dollars
(US $            ), beginning on the              day of
                    , 19         and continuing thereafter on the same day of each month, with
the remaining unpaid balance, together with accrued interest thereon, due and payable, if not sooner paid, on
                                         
               . The indebtedness evidenced by this Note is secured by a Deed of Trust, dated of even date herewith, creating a lien on the real property described therein
(the “Property”), located in the Town of Breckenridge, Summit County, Colorado. Reference is made to said Deed of Trust for rights of the Holder upon acceleration of the indebtedness evidenced by this Note. 

Each monthly payment shall be tendered with a $4.00 service fee. If any monthly installment is not received by the Holder within ten
(10) days after the date the installment is due, Borrower(s) shall pay to the Holder a late charge of five percent (5%) for any monthly installment not received by the Holder within ten (10) days after the date the installment is due
.. The Holder may apply any payment received by it to the payment of all late charges then owing before application to interest or principal. Such late charge is in addition to and not in lieu of or diminution of any other rights and remedies of the
Holder of this Note. 
 Each payment made by Borrower(s) shall be credited on account of amounts due in the order specified in
Paragraph 3 of the Purchase Money Deed of Trust. 
 The Principal balance may be prepaid, in whole or in part, at any time or
from time to time without a penalty. Any prepayment shall include interest to the date it is made. Partial prepayments shall be applied to the installments in the inverse order of their maturity. There will be no changes in the due date or in the
amount of the monthly payment unless the Holder agrees in writing to those changes. 
 The makers, sureties, guarantors and
endorsers hereof severally waive presentment for payment, demand and notice of dishonor and nonpayment of this Note, and consent to any and all extensions of time, renewals, waivers or modifications that may be granted by the Holder hereof with
respect to the payment or other provisions of this Note, and to the release of any security, or any part thereof, with or without substitution. This Note shall be the joint and several obligation of all makers, sureties, guarantors and endorsers,
and shall be binding upon them and their respective heirs, personal representatives, successors and assigns. 
 At the option of
the Holder, the entire unpaid principal amount outstanding and accrued interest thereon shall become due and payable without demand or further notice to Borrower(s) upon: 

 

	 	a)	Failure of Borrower(s) to pay when due any monthly installment payable hereunder which remains unpaid after a date specified in a notice (not less than twenty
(20) days from the date such notice is mailed) from the Holder to Borrower(s); 

  

	 	b)	The insolvency (however evidenced) of or the institution of proceedings in bankruptcy by or against Borrower(s); 


 

	 	c)	The sale (or lease with option to purchase) or transfer of all or any part of the Property or any interest therein without the prior written consent of the Holder,
excluding a transfer by devise, descent or by operation of law upon the death of a joint tenant therein; or 

  

	 	d)	Failure of Borrower(s) to comply with the covenants of the Deed of Trust after notice and failure to cure as provided in the Deed of Trust. 


The Holder may exercise its option to accelerate during any default by Borrower(s) regardless of any prior forbearance. If this Note is
not paid when due, whether at maturity or by acceleration, the Holder shall be entitled to collect all reasonable costs and expenses of collection, including, but not limited to, attorney’s fees, whether or not action be instituted hereon.

 Any notice to Borrower(s) provided for in this Note shall be deemed to have been given after mailing same by U.S. mail,
postage prepaid (or such other more expeditious method as may be appropriate in the case of foreign addresses, as Holder may choose in its discretion), addressed to Borrower(s) at the address stated below, or to such other address as Borrower(s) may
designate by written notice to the Holder. Any notice to the Holder shall be deemed to have been given by mailing such notice by U.S. certified mail, return receipt requested, (or in the case of a notice originating in a foreign country, by such
other method that results in the Holder acknowledging in writing receipt of the notice), at 1200 U.S. 98 South, Lakeland, Florida 33802, or at such other address as may be designated by written notice to Borrower(s). 

This Note shall be governed by, construed under and enforced in accordance with the laws of the State of Colorado. Borrower(s) consent(s)
to jurisdiction and venue in the state and federal courts within the State of Colorado. 
  

					
	 	 		 	BORROWER(S) ADDRESS:
	Borrower	 		 	
	  	 		 	  
	Borrower	 		 	
	  	 		 	  
	Borrower	 		 	
	  	 		 	  

 (Execute Original Only) 







 COLORADO SAMPLE (MVC) 
 UPON CLOSING OF THE PURCHASE TO WHICH THIS PURCHASE MONEY DEED OF TRUST APPLIES, THE UNDERSIGNED HEREBY AUTHORIZES CLOSING AGENT TO COMPLETE THIS PURCHASE MONEY DEED OF TRUST BY INSERTING THE APPLICABLE
DATES. 
 PURCHASE MONEY DEED OF TRUST 
 THIS DEED OF TRUST, made this
                                , by the Grantor(s) «LEGAL_NAME»
(“Borrower”), to the Public Trustee of Summit County, Colorado (“Trustee”) for the benefit of the Beneficiary, MARRIOTT OWNERSHIP RESORTS, INC., P.O.Box 8038, Lakeland, Florida 33802 (“Lender”). 

WHEREAS, Borrower is indebted to Lender in the principal sum of «MTG_TXT» U.S. Dollars (US $ «MTG_AMT» ), which
indebtedness is evidenced by Borrower’s Purchase Money Promissory Note of even date herewith (“Note”), providing for equal monthly installments of principal and interest, with the balance of the indebtedness, if not sooner paid, due
and payable                          months from the date hereof. 

To secure the Lender (a) the repayment of the indebtedness evidenced by the Note, with interest thereon, the payment of all other
sums, with interest thereon, advanced in accordance herewith to protect the security of this Deed of Trust, and the performance of the covenants and agreements of Borrower herein contained, and (b) the repayment of any future advances, with
interest thereon, made to Borrower by Lender pursuant to paragraph 20 hereof (“Future Advances”), Borrower irrevocably grants and conveys to Trustee, in trust for the benefit of Lender, with power of sale the following-described property
located in the County of Summit, State of Colorado: 
  

							
	Condominium	  	Resort Interest.	  	Designated	  	Designated
	 Unit No.
	  	No	  	Unit Type	  	Season
	 «MVDATA1»
	  		  		  	

 Mountain Valley Lodge, a condominium, previously known as Hotel Breckenridge, a condominium hotel,
according to the Condominium Declaration for Hotel Breckenridge, a condominium hotel, recorded June 30, 1992 at reception no. 424105, the First Supplemental Declaration of Condominium and Timeshare Ownership for Mountain Valley Lodge, a
condominium, recorded September 20, 1994 at reception no. 476347, the condominium map for Hotel Breckenridge recorded June 30, 1992 at reception no. 424104 and any and all amendments, modifications and supplements thereto County of Summit,
State of Colorado 
 also known by street and number as a resort interest in Mountain Valley Lodge, Breckenridge, Colorado 

Borrower covenants that Borrower is lawfully seized of the estate hereby conveyed and has the right to mortgage, grant and convey the
Property, that the Property is unencumbered, and that Borrower will warrant and defend generally the title to the property against all claims and demands, subject to any declaration, easements, or restrictions listed in a schedule of exceptions to
coverage in any title insurance policy insuring Lender’s interest in the Property. Borrower further agrees and covenants to abide by the terms and provisions attached hereto and incorporated herein by reference. 

IN WITNESS WHEREOF, Borrower has executed this Deed of Trust. 

 

					
			
	  	 		 	  
	Borrower	 		 	Borrower
			
	  	 		 	  
	Borrower	 		 	Borrower

 STATE OF
                    ) 
               )ss. 
 COUNTY
OF                 ) 
 This foregoing instrument was
acknowledged before me this                              «LEGAL_NAME». 

WITNESS my hand and this official seal. 

 

	
	  
	Notary Public
	My Commission expires:



  

					
	 11.08.94(MV.MORT.1)
	  	Page 1 of 4	  	









 ADDITIONAL COVENANTS AND TERMS 
 Borrower and Lender covenant and agree as follows: 
 1. Payment of Principal, Interest, Late
Charge and Service Fees. Borrower shall promptly pay when due the principal of and interest on the indebtedness evidenced by the Note, late charges as provided in the Note, reasonable service charges imposed by Lender for servicing the loan account
and the principal of and interest on any Future Advances secured by the Deed of Trust. 
 2. Funds for Taxes, Assessments and Insurance. Subject
to applicable law, upon written request by Lender to Borrower, Borrower shall pay to Lender on the day when monthly installments of principal and interest are payable under the Note, until the Note is paid in full, a sum (herein “Funds”)
equal to one-twelfth of Borrower’s share of the yearly taxes and assessments which may attain priority over this Deed of Trust and one-twelfth of the annual maintenance fee or assessment due under the applicable First Supplemental Declaration
of Condominium and Timeshare Ownership (herein “Condominium Assessments”), all as reasonably estimated initially and from time to time by Lender on the basis of assessments and bills and reasonable estimates thereof. 

If lender exercises the foregoing right, the Funds shall be held in an institution the deposits or accounts of which are insured or
guaranteed by a federal or state agency. Lender shall apply the Funds, upon receipt of the appropriate bill or bills, to pay said taxes, assessments, and Condominium Assessments. Lender may not charge for so holding and applying the Funds, analyzing
said account, or verifying and compiling said assessments and bills, unless Lender pays to Borrower interest on the Funds and applicable law permits Lender to make such a charge. Unless applicable law requires, Lender shall not be required to pay
Borrower any interest on earnings on the Funds. Lender shall give to Borrower, without charge, an annual accounting of the Funds showing credits and debits to the Funds and the purposes for which each debit to the Funds was made. The Funds are
hereby pledged as additional security for the sums secured by this Deed of Trust. 
 If the amount of the Funds held by Lender,
together with the future monthly installments of Funds payable prior to the due dates of taxes, assessments, and Condominium Assessments shall exceed the amount required to pay such taxes, assessments, and Condominium Assessments as they fall due,
such excess shall be, at Borrower’s option, either promptly repaid to Borrower or credited to Borrower on monthly installments of Funds. If the amount of the Funds held by Lender shall not be sufficient to pay taxes, assessments, and
Condominium Assessments as they fall due, Borrower shall pay to Lender any amount necessary to make up the deficiency within thirty (30) days from the date of a notice mailed by Lender to Borrower requesting payment thereof. 

Upon payment in full of all sums secured by this Deed of Trust, Lender shall promptly refund to Borrower any funds held by Lender. If
under paragraph 18 hereof the Property is sold or the Property is otherwise acquired by Lender, Lender shall apply, no later than immediately prior to the sale of the Property or its acquisition by Lender, any Funds then held by Lender as a credit
against the sums secured by this Deed of Trust. 
 3. Application of Payments. Unless applicable law provides otherwise, all payments received
by Lender under the Note and paragraphs 1 and 2 hereof shall be applied by Lender first to service fees, then to any returned check charges, if any, then on unpaid late charges, if any, then on interest due, and the remainder on principal.

 4. Charges; Liens. Borrower shall promptly pay, when due, all Condominium and Resort Owner Association Assessments imposed by the applicable
Condominium or Resort Owners Association pursuant to the provisions of the declarations, bylaws, rules and regulations or other constituent documents applicable to the Property (the “Project Documents”). Borrower shall pay all taxes,
assessments and other charges, fines and impositions attributable to the Property which may attain a priority over this Deed of Trust, in the manner provided under paragraph 2 hereof or, if not paid in such manner, by Borrower making payment, when
due, directly to the payee thereof. Borrower shall promptly furnish to Lender all notices of amounts due under this Paragraph, and in the event Borrower shall make payment directly, Borrower shall promptly furnish to Lender receipts evidencing such
payments. Borrower shall promptly discharge any lien which has priority over this Deed of Trust; provided, that Borrower shall not be required to discharge any such lien so long as Borrower shall agree in writing to the payment of the obligation
secured by such lien in a manner acceptable to Lender and if requested by Lender, immediately post with Lender an amount necessary to satisfy said obligation, or shall in good faith contest such lien by, or defend enforcement of such lien in, legal
proceedings which operate to prevent the enforcement of such lien or forfeiture of the Property or any part thereof and, if requested by Lender, immediately post with Lender an amount necessary to satisfy said obligation. 

5. Hazard Insurance. Borrower shall keep the improvements now existing or hereafter erected on the Property insured against loss by fire, hazards
included within the term “extended coverage”, and such other hazards as Lender may require and in such amounts and for such periods as Lender may require; provided, that Lender shall not require that the amount of such coverage exceed that
amount of coverage required to pay the sums secured by this Deed of Trust. This obligation shall be deemed satisfied so long as the Condominium and Resort Owners Associations maintain a “master” or “blanket” policies for
liability and casualty insurance in accordance with the terms hereof. 
 The insurance carrier providing the insurance shall be
chosen by Borrower or the Condominium or Resort Owners Association subject to approval by Lender; provided, that such approval shall not be unreasonably withheld. If required, all premiums on insurance policies shall be paid in the manner provided
under paragraph 2 hereof, or, if not paid in such manner, by Borrower or the Condominium or Resort Owners Association making payment, when due, directly to the insurance carrier. 

All insurance policies and renewals thereof shall be in a form acceptable to Lender and shall include a standard mortgage clause in favor
of and in a form acceptable to Lender. Borrower shall give Lender prompt notice of any lapse in hazard insurance coverage. In the event of loss, Borrower shall give prompt notice to the insurance carrier and Lender. Lender may make proof of loss if
not made promptly by Borrower. 
 Pursuant to the terms of the Project Documents timeshare declarations, insurance proceeds
shall be applied to restoration or repair of the Property damaged, whether the unit or the common elements. To the extent such insurance proceeds exceed the cost of such restoration or repair and the Board of Directors of the Condominium or Resort
Owners Association decides to disburse such excess, Borrower’s share of such excess shall be applied to the sums secured by this Deed of Trust, with the excess, if any, paid to Borrower. Unless Lender and Borrower otherwise agree in writing,
any such application of proceeds to principal shall not exceed or postpone the due date of the monthly installments referred to in paragraphs 1 and 2 hereof or change the amount of such installments. If under paragraph 18 hereof the Property is
acquired by Lender, all right, title and interest of Borrower in and to any insurance policies and in and to any excess insurance proceeds thereof from damage to the Property prior to the sale or acquisition shall pass to Lender to the extent of the
sums secured by this Deed of Trust immediately prior to such sale or acquisition. 
 6. Preservation and Maintenance of Property; Condominium.
Borrower shall keep the Property in good repair and shall not commit waste or permit impairment or deterioration of the Property. Borrower shall perform all of Borrower’s obligations under the Project Documents. Borrower shall take such actions
as may be reasonable to insure that the Condominium and Resort Owners Associations maintain a public liability insurance policy acceptable in form, amount, and extent of coverage to Lender. If a condominium rider is executed by Borrower and recorded
together with the Deed of Trust, the covenants and agreements of such rider shall be incorporated into and shall amend and supplement the covenants and agreements of this Deed of Trust as if the rider were a part hereof. 

  

					
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 7. Protection of Lender’s Security. If Borrower fails to perform the covenants and agreements contained
in this Deed of Trust, or if any action or proceeding is commenced which materially affects Lender’s interest in the Property, including, but not limited to, eminent domain, insolvency, code enforcement, or arrangements or proceedings involving
a bankrupt or decedent, then Lender at Lender’s option, upon notice to Borrower, may make such appearances, disburse such sums and take such action as is necessary to protect Lender’s interest, including, but not limited to, disbursement
of funds to pay reasonable attorneys’ fees and entry upon the Property to make repairs. 
 Any amounts disbursed by Lender
pursuant to this paragraph 7, with interest thereon, shall become additional indebtedness of Borrower secured by this Deed of Trust. Unless Borrower and Lender agree to other terms or payment, such amount shall be payable upon notice from Lender to
Borrower requesting payment thereof, and shall bear interest from the date of disbursement at the rate payable from time to time on outstanding principal under the Note unless payment of interest at such rate would be contrary to applicable law, in
which event such amounts shall bear interest at the highest rate permissible under applicable law. Nothing contained in this paragraph 7 shall require Lender to incur any expense or take any action hereunder. 

8. Inspection. Lender may make or cause to be made reasonable entries upon and inspections of the Property, provided that Lender shall give Borrower
notice prior to any such inspection specifying reasonable cause therefor related to Lender’s interest in the Property. 
 9. Condemnation.
The proceeds of any award or claim for damages, direct or consequential, payable to Borrower in connection with any condemnation or other taking of all or part of the Property, whether of the unit or the common elements or for any conveyance in lieu
of condemnation, pursuant to the terms of the Project Documents shall be applied to the sums secured by this Deed of Trust, with the excess, if any, paid to Borrower. 
 Unless Lender and Borrower otherwise agree in writing, any such application of proceeds to principal shall not extend or postpone the due date of the monthly installments referred to in paragraphs 1 and 2
hereof or change the amount of such installments. 
 10. Borrower Not Released. Extension of the time for payment or modification of
amortization of the sums secured by this Deed of Trust granted by Lender to any successor in interest of Borrower shall not operate to release, in any manner, the liability of the original Borrower and Borrower’s successors in interest. Lender
shall not be required to commence proceedings against such successor or refuse to extend time for payment or otherwise modify amortization of the sums secured by this Deed of Trust by reason of any demand made by the original Borrower and
Borrower’s successor in interest. 
 11. Forbearance by Lender Not a Waiver. Any forbearance by Lender in exercising any right or remedy
hereunder, or otherwise afforded by applicable law, shall not be a waiver of or preclude the exercise of any such right or remedy. The procurement of insurance or the payment of taxes or other liens or charges by Lender shall not be a waiver of
Lender’s right to accelerate the maturity of the indebtedness secured by this Deed of Trust. 
 12. Remedies Cumulative. All remedies
provided in this Deed of Trust are distinct and cumulative to any other right or remedy under this Deed of Trust or afforded by law or equity, and may be exercised concurrently, independently or successively. 

13. Successors and Assigns Bound; Joint and Several Liability; Captions. Subject to the terms and provisions of paragraph 17 below, the covenants and
agreements herein contained shall bind, and the rights hereunder shall inure to, the respective successors and assigns of Lender and Borrower. All covenants and agreements of Borrower shall be joint and several. The captions and headings of the
paragraphs of this Deed of Trust are for convenience only and are not to be used to interpret or define the provisions hereof. 
 14. Notice.
Except for any notice required under applicable law to be given in another manner, (a) any notice to Borrower provided for in this Deed of Trust shall be given by mailing such notice by U.S. Mail, postage prepaid, addressed to Borrower at the
Borrower’s address as set forth in the Note, or at such other address as Borrower may designate by notice to Lender as provided herein, and (b) any notice to Lender shall be given by certified mail, return receipt requested, to
Lender’s address stated herein or to such other address as Lender may designate by notice to Borrower as provided herein. Any notice provided for in this Deed of Trust shall be deemed to have been given to Borrower or Lender when given in the
manner designated herein. 
 15. Governing Law; Severability. This Deed of Trust shall be governed by the laws of the state where the Property
is located. In the event that any provision or clause of this Deed of Trust or the Note conflicts with applicable law, such conflict shall not affect other provisions of the Deed of Trust or the Note which can be given effect without the conflicting
provision, and to this end the provisions of the Deed of Trust and the Note are declared to be severable. 
 16. Borrower’s Copy. Borrower
shall be furnished a copy of the Note and this Deed of Trust at the time of execution or after recordation hereof. 
 17. Transfer of the
Property; Assumption. If all or any part of the Property or an interest therein is sold or transferred by Borrower without Lender’s prior written consent, excluding (a) a transfer by devise, decent or by operation of law upon the death of
a joint tenant, (b) the creation of a purchase money security interest for household appliances, (c) the grant of any leasehold interest of three (3) years or less not containing an option to purchase, or (d) the creation of a
lien or encumbrance subordinate to this Deed of Trust, Lender may, at Lender’s option, declare all the sums secured by this Deed of Trust to be immediately due and payable. Lender shall have waived such option to accelerate if, and only if,
prior to the sale or transfer, Lender and the person to whom the Property is to be sold or transferred reach agreement in writing that the credit of such person is satisfactory to Lender and that the interest payable on the sums secured by this Deed
of Trust shall be at such rate Lender shall request, and if the assumption fee set by Lender has been paid. If Lender has waived the option to accelerate provided in this paragraph 17, and if Borrower’s successor in interest has executed a
written assumption agreement accepted in writing by Lender, Lender shall release Borrower from all obligations under this Deed of Trust, and the Note. Assumption of Borrower’s Deed of Trust and Note shall be permitted only with written approval
of, and at the sole discretion of Lender. 
 If Lender exercises such option to accelerate, Lender, shall mail Borrower notice
of acceleration in accordance with paragraph 14 hereof. Such notice shall provide a period of not less than thirty (30) days from the date the notice is mailed within which Borrower may pay the sums declared due. If Borrower fails to pay such
sums prior to the expiration of such period, Lender may, without further notice or demand on Borrower, invoke any remedies permitted by paragraph 18 hereof. 
 18. Acceleration; Remedies. Except as provided in paragraph 17 hereof, upon Borrower’s breach of any covenant or agreement of Borrower in this Deed of Trust, including the covenants to pay when due
any sums secured by this Deed of Trust, Lender prior to acceleration shall mail notice to Borrower as provided in paragraph 14 hereof specifying: (1) the breach; (2) the action required to cure such breach; (3) a date, not less than
thirty (30) days from the date the notice is mailed to Borrower, by which such breach must be cured; and (4) that failure to cure such breach on or before the date specified in the notice may result in acceleration of the sums secured by
this Deed of Trust, foreclosure by judicial proceeding and sale of Property. If the breach is not cured on or before the date specified in the notice, Lender at Lender’s option, subject to any right of reinstatement to which Borrower is
entitled under applicable law, may declare, without further demand, all of the sums secured by this Deed of Trust to be immediately due and payable and may foreclose this Deed of Trust by judicial proceedings. Lender shall be entitled to collect in
such proceedings all expenses of foreclosure, including, but not limited to, reasonable attorneys’ fees, court costs, and costs of documentary evidence, abstracts and title reports. 

  

					
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 19. Assignment of Rents; Appointment of Receiver. As additional security hereunder, Borrower hereby assigns
to Lender the rents of the Property, provided that Borrower shall, prior to acceleration under paragraph 18 hereof or abandonment of the Property, have the right to collect and retain such rents as they become due and payable. Upon acceleration or
abandonment of the Property, Lender shall be entitled without notice, to enter upon, take possession of and manage the Property and to collect the rents of the Property, including those past due. All rents collected shall be appointed first to
payment of the costs of management of the Property and collection of rents, including, but not limited to, management fees, court costs, and reasonable attorneys’ fees and then to the sum secured by this Deed of Trust. The Lender shall be
liable to account only for those rents actually received. Borrower shall not be entitled to possession or use of the Property after abandonment or after the Lender has accelerated the balance due. Alternatively, Lender may seek the appointment of a
receiver to manage and collect rents from the Property. If a receiver is appointed, any income from rents from the Property shall be applied first to the costs of receivership, and then in the order set forth above. 

20. Future Advances. Upon request by Borrower, Lender, at Lender’s option, may make Future Advances to Borrower. Such Future Advances, with interest
thereon, shall be secured by this Deed of Trust whether or not evidenced by promissory notes stating that said notes are secured hereby. At no time shall the principal amount of the indebtedness secured by this Deed of Trust, not including sums
advanced in accordance herewith to protect the security of this Deed of Trust, exceed one hundred fifty percent (150%) of the original amount of the Note. 
 21. Lender’s Prior Consent. Borrower shall not, except after notice to Lender and with Lender’s prior written consent, either partition or subdivide the Property or consent to: (i) The
abandonment or termination of the applicable condominium or timeshare regime, except for abandonment or termination required by law in the case of substantial destruction by fire or other casualty or in the case of a taking by condemnation or
eminent domain; (ii) any amendment to any provision of the Project Documents which is for the express benefit of Lender; or (iii) any action which would have the effect of rendering the public liability insurance coverage maintained by the
Condominium or Resort Owners Association unacceptable to Lender. 
 22. Remedies. In the event Borrower defaults in payment of the Note secured
hereby or in the performance of any covenants herein set forth, then the Lender shall have all legal and equitable remedies available to it under Colorado law. In addition, Lender shall have the automatic right without the appointment of a Receiver
to have access to and exclusive possession of the Resort Interest and Resort Unit encumbered hereby or such other Resort Interest and Resort Unit whose use has been assigned to Borrower by the Resort Owners Association or by any exchange company.
This right to exclusive occupancy and possession shall entitle, but shall not obligate Lender to receive and retain any rental payments to which Borrower would otherwise be entitled, which are received by Lender or any of its related companies, or
by the Condominium or Resort Owners Association or any other rental agent. 
 Lender may implement the remedies provided herein
by, among other methods, giving notice of default to the Borrower, the Condominium or Resort Owners Association and the management company responsible for the administration and management of the Property encumbered hereby. 

If the Borrower fails to deliver to Lender and to the management company an affidavit setting forth facts contesting the default alleged
by Lender prior to the date Borrower’s use week commences, then the management company shall thereupon be entitled to deliver possession of the condominium unit or the rental, net only of any rental management fee, if any, to Lender. Lender,
the Condominium or Resort Owners Associations and the management company shall be released from any claims by Borrower in connection with the exercise by Lender of remedies herein described. 
 23. Attorneys’ Fees. As used in this Deed of Trust and in the Note, “attorneys’ fees” shall include attorneys’ fees, if any, which may be awarded by a trial or an appellate court.


  

					
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 FLORIDA SAMPLE (MVC) 

[UPON CLOSING OF THE PURCHASE TO WHICH THIS NOTE APPLIES, THE UNDERSIGNED HEREBY AUTHORIZE(S) CLOSING AGENT OR HOLDER TO COMPLETE THIS
NOTE BY INSERTING THE DATE OF THE NOTE AND APPLICABLE DATES FOR COMMENCEMENT OF PAYMENTS DUE HEREUNDER, THE MONTHLY PAYMENT DATE AND THE FINAL PAYMENT DATE.] 
 NOTE SECURED BY MORTGAGE 
 Season/Unit No./Unit Week
No(s):                                     

Lakeshore Reserve Condominium 

			
	 US$            
	  	                        ,
20    

 FOR VALUE RECEIVED, the undersigned
                                     (“Borrower(s)”)
promise(s) to pay to the order of MARRIOTT OWNERSHIP RESORTS, INC., (said party or any other party to whom Marriott Ownership Resorts, Inc. may transfer and assign this Note and who holds this Note from time to time is hereinafter called the
“Holder”), Post Office Box 8038, Lakeland, Florida 33802, or order, the principal sum of
                                         
                    U.S. Dollars (US $            ), with interest on the unpaid
balance from                         , until paid, at the rate of
                         percent per annum
(            %) (calculated on the basis of a 360 day year, collected for the actual number of days principal is outstanding in any calendar year). Principal and interest shall
be payable in lawful money of the United States at the Holder’s address set forth above, or such other place as the Holder may, from time to time, designate, in consecutive monthly installments of
                                     U.S. Dollars (US $
            ), on the              day of each month and continuing thereafter on the same day of each month
beginning                     , for a period of              months with
the remaining unpaid principal balance, together with accrued interest thereon, due and payable, if not sooner paid, on                     .

 The indebtedness evidenced by this Note is secured by a Mortgage, dated of even date herewith, creating a lien on the real
property described therein (the “Property”). Reference is made to said Mortgage for rights as to acceleration of the indebtedness evidenced by this Note. 
 Each monthly payment shall be tendered with a $             service fee. 

Borrower(s) shall pay to the Holder a late charge of six percent (6%) for any monthly installment not received by the Holder within
ten (10) days after the date the installment is due. The late charge will be deducted from the next payment received. 

Each payment shall be credited first to amounts due pursuant to Paragraph 2 of the Mortgage, then to advances, if any, made by the Lender
pursuant to Paragraph 7 of the Mortgage, then to the costs, fees, expenses and other amounts incurred and advanced by the Holder in the enforcement of its rights hereunder, including, without limitation, costs and reasonable attorneys’ fees
described below, then to interest due hereunder, including interest on any Future Advances, then to principal due hereunder, including principal on any Future Advances, then to unpaid service fees, then to unpaid late charges, if any. 

Borrower(s) may prepay the principal amount outstanding in whole or in part. Any partial prepayment in excess of the interest then
accrued shall be applied against the principal amount outstanding but shall not postpone the due date of any subsequent monthly installments or change the amount of such installments. 

Demand, presentment, notice of dishonor, and protest are hereby waived by all makers, sureties, guarantors and endorsers hereof. This
Note shall be a joint and several obligation of all makers, sureties, guarantors and endorsers, and shall be binding upon them and their heirs, personal representatives, successors and assigns. 

At the option of the Holder, the entire unpaid principal amount outstanding and accrued interest thereon shall become due and payable
without demand or further notice to Borrower(s) upon any one of the following events of default: 
  

	 	a)	failure of Borrower(s) to pay when due any monthly installment payable hereunder which remains unpaid after a date specified in a notice (not less than fifteen
(15) days from the date such notice is mailed) from the Holder to Borrower(s); 

  

	 	b)	failure of Borrower(s) to perform any other covenant or agreement of Borrower(s) in this Note or the Mortgage within fifteen (15) days after the mailing of notice
from the Holder to the Borrower(s) specifying the nature of such failure; and 

  

	 	c)	the insolvency (however evidenced) of or the institution of proceedings in bankruptcy by or against Borrower(s) as otherwise provided herein. 


The Holder may exercise this option to accelerate during any default by Borrower(s) regardless of any prior forbearance. If this Note is
not paid when due, whether at maturity or by acceleration, the Holder shall be entitled to collect all reasonable costs and expenses of collection, including, but not limited to, reasonable attorneys’ fees, whether or not action be instituted
hereon, and costs of trial and appellate proceedings. 
 In the event of any default by the Borrower(s) hereunder, Holder at its
sole option, may charge the Borrower(s) the highest interest rate allowed by law and/or pursue any and all remedies available to it under applicable law. 
 Any notice to Borrower(s) provided for in this Note shall be deemed to have been given upon depositing same in any U.S. post office, postage prepaid, addressed to Borrower(s) at the address stated below,
or to such other address as Borrower(s) may designate by written notice to the Holder. Any notice to the Holder shall be given by mailing such notice by certified mail, return receipt requested, to the Holder at the address stated in the first
paragraph of this Note, or at such other address as may have been designated by written notice to Borrower(s). Any notice provided for in this Note shall be deemed to have been given to Borrower(s) or the Holder when given in the manner herein
designated. 
 THIS NOTE SHALL BE GOVERNED BY, CONSTRUED UNDER AND INTERPRETED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF FLORIDA AND THE COURTS OF THE STATE OF FLORIDA IN THE COUNTY OF ORANGE SHALL BE THE EXCLUSIVE COURTS OF JURISDICTION AND VENUE FOR ANY LITIGATION OR OTHER PROCEEDING THAT MAY BE BASED ON, ARISE OUT OF, UNDER OR IN CONJUNCTION WITH THIS
NOTE, UNLESS OTHERWISE REQUIRED BY LAW. HOLDER AND BORROWER(S) HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT EITHER MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED ON, OR ARISING OUT OF, UNDER OR IN CONJUNCTION WITH
THIS NOTE, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY. THIS PROVISION IS A MATERIAL INDUCEMENT FOR HOLDER EXTENDING THE LOAN EVIDENCED BY THIS NOTE. 

Wherever possible, each provision of this Note shall be interpreted in such manner as to be effective and valid under applicable law, but
if any provision of this Note shall be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining
provisions of this Note. 
 It is the intention of Borrower(s) and Holder to conform strictly to the applicable usury laws. It
is, therefore, agreed that (i) in the event that the maturity of this Note is accelerated by reason of an election by Holder or if this Note is prepaid prior to maturity, all unearned interest, if any, shall be canceled automatically, or, if
theretofore paid, shall either be refunded to Borrower(s) or credited to the unpaid principal amount of this Note, whichever remedy is chosen by Holder; (ii) the aggregate of all interest and other charges constituting interest under applicable
law, and contracted for, chargeable or receivable under this Note or otherwise in connection with this loan transaction shall neither exceed the maximum amount of interest, nor produce a rate in excess of the maximum non-usurious rate of interest
that Holder may charge Borrower(s) under applicable law and in regard to which Borrower(s) may not successfully assert the claim or defense of usury; and (iii) if any excess interest is provided for or collected, it shall be deemed a mistake
and the same shall either be refunded to Borrower(s) or be credited on the unpaid principal amount hereof, and this Note shall be automatically deemed reformed so as to permit only the collection of the maximum non-usurious rate and amount of
interest allowable under applicable law. 
 Time is of the essence in the performance of each and every obligation represented
by this Note. 
 BORROWER’S ADDRESS: 
  

					
	  	 		 	  
		 		 	Borrower/Purchaser signs here
			
	  	 		 	  
		 		 	Borrower/Purchaser signs here
			
	  	 		 	  
		 		 	Borrower/Purchaser signs here
			
	  	 		 	  
		 		 	Borrower/Purchaser signs here

 (Execute Original Only) 
 DOCUMENTARY STAMP TAXES HAVE BEEN PAID AND THE PROPER AMOUNTS AFFIXED TO THE MORTGAGE 







 FLORIDA SAMPLE (MVC) 

[UPON CLOSING OF THE PURCHASE TO WHICH THIS MORTGAGE APPLIES, THE UNDERSIGNED HEREBY AUTHORIZE(S) CLOSING AGENT TO COMPLETE THIS
MORTGAGE BY INSERTING THE APPROPRIATE DATE OF THE MORTGAGE AND TO COMPLETE, AS NECESSARY, THE RECORDING INFORMATION RELATING TO THE DOCUMENTS BY WHICH THE TIMESHARE ESTATE(S) BEING ENCUMBERED BY THIS MORTGAGE WAS(WERE) CREATED] 

MORTGAGE 
  

 
 THIS MORTGAGE is made this
                                         
   , between the Mortgagor(s),
                                        
                                         
                                         
               (herein “Borrower(s)”), whose post office address is c/o Marriott Resorts Hospitality Corporation, P.O. Box 890, Lakeland, Florida 33802, and the
Mortgagee, MARRIOTT OWNERSHIP RESORTS, INC., a Delaware corporation, the address of which is Post Office Box 8038, Lakeland, Florida 33802 (said party, its successors and assigns is herein called “Lender”). 

WHEREAS, Borrower(s) is/are indebted to Lender in the principal sum of
                                         
                                         
                                  U.S. Dollars
(US$                                ), which indebtedness is evidenced by
Borrower’s Note of even date herewith (herein “Note”), providing for monthly installments of principal and interest, with the balance of indebtedness, if not sooner paid, due and payable
                                     from the date hereof.

 TO SECURE to Lender (a) the repayment of the indebtedness evidenced by the Note, with interest thereon, the
payment of all other sums, with interest thereon, advanced in accordance herewith to protect the security of this Mortgage, and the performance of the covenants and agreements of Borrower(s) herein contained, and (b) the repayment of any future
advances, with interest thereon, made to Borrower(s) by Lender pursuant to Paragraph 20 hereof (herein “Future Advances”), Borrower(s) does hereby mortgage, grant and convey to Lender and Lender’s successors and assigns the following
described property located in the County of Orange, State of Florida: 
 Season:
             Unit No.              Unit Week:
             Unit Type:              Fixed
Time             Floating Time             

Season:              Unit No.
             Unit Week:              Unit Type:
             Fixed Time             Floating
Time             
 Season:
             Unit No.              Unit Week:
             Unit Type:              Fixed
Time             Floating Time             

Season:              Unit No.
             Unit Week:              Unit Type:
             Fixed Time             Floating
Time             
 of Lakeshore Reserve Condominium, according to the
Declaration of Condominium thereof, recorded in Official Records Book 9741 at Page 2312 in the Public Records of Orange County, Florida, and any amendments thereof (“Declaration”). 

TO HAVE AND TO HOLD unto Lender and Lender’s successors and assigns, forever, together with all the improvements now or
hereafter erected on the property, and all easements, rights, appurtenances, rents, royalties, mineral, oil and gas rights and profits, water, water rights, and water stock, and all fixtures now or hereafter attached to the property, all of which,
including replacements and additions thereto, shall be deemed to be and remain a part of the property covered by this Mortgage; and all of the foregoing, together with said property are herein referred to as the “Property”. 

Borrower(s) covenants that Borrower(s) is/are lawfully seized of the estate hereby conveyed and has the right to mortgage, grant and
convey the Property, that the Property is unencumbered, and that Borrower will warrant and defend generally the title to the Property against all claims and demands, subject to any declarations, easements or restrictions listed in a schedule of
exceptions to coverage in any title insurance policy insuring Lender’s interest in the Property. 
 Borrower(s) and Lender
covenant and agree as follows: 
 1. Payment of Principal, Interest, Late Charges and Service Fees. Borrower(s) shall
promptly pay when due the principal of and interest on the indebtedness evidenced by the Note, late charges as provided in the Note, reasonable service charges imposed by Lender for servicing the loan account and the principal of and interest on any
Future Advances secured by this Mortgage. 
 2. Funds for Taxes, Assessments and Insurance. Subject to applicable law,
upon written request by Lender to Borrower(s), Borrower(s) shall pay to Lender on the day when monthly installments of principal and interest are payable under the Note, until the Note is paid in full, a sum (herein “Funds”) equal to
one-twelfth of Borrower’s share of the yearly taxes and assessments relating to the subject Property encumbered by this Mortgage and one-twelfth of the annual maintenance fee or assessment due under the Declaration (herein “Condominium
Assessments”), or such other amounts or for such other periods other than monthly, e.g., quarterly or one-fourth, etc., all as reasonably estimated initially and from time to time by Lender on the basis of assessments and bills and reasonable
estimates thereof. 
 If Lender exercises the foregoing right, the Funds shall be held in an institution the deposits or
accounts of which are insured or guaranteed by a Federal or state agency. Lender shall apply the Funds, upon receipt of the appropriate bill or bills, to pay said taxes, assessments, and Condominium Assessments. Lender may not charge for so holding
and applying the Funds, analyzing said account, or verifying and compiling said assessments and bills, unless Lender pays to Borrower(s) interest on the Funds and applicable law permits Lender to make such a charge. Unless applicable law requires,
Lender shall not be required to pay Borrower(s) any interest on earnings on the Funds. Lender shall give to Borrower(s), without charge, an annual accounting of the Funds showing credits and debits to the Funds and the purposes for which each debit
to the Funds was made. The Funds are hereby pledged as additional security for the sums secured by this Mortgage. 

  
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 If the amount of the Funds held by Lender, together with the future monthly installments of
Funds payable prior to the due dates of taxes, assessments, and Condominium Assessments shall exceed the amount required to pay such taxes, assessments, and Condominium Assessments as they fall due, such excess shall be, at Borrower’s option,
either promptly repaid to Borrower(s) or credited to Borrower(s) on monthly installments of Funds. If the amount of the Funds held by Lender shall not be sufficient to pay taxes, assessments, and Condominium Assessments as they fall due, Borrower(s)
shall pay to Lender any amount necessary to make up the deficiency within thirty (30) days from the date of a notice mailed by Lender to Borrower(s) requesting payment thereof, but in no event shall Lender require payment in advance for taxes
and assessments to be held and disbursed as set forth hereunder in an amount which exceeds the estimate of the next year’s amount for same. 
 Upon payment in full of all sums secured by this Mortgage, Lender shall promptly refund to Borrower(s) any Funds held by Lender. If under Paragraph 18 hereof the Property is sold or the Property is
otherwise acquired by Lender, Lender shall apply, no later than immediately prior to the sale of the Property or its acquisition by Lender, any Funds then held by Lender as a credit against the sums secured by this Mortgage. 

3. Application of Payments. Unless applicable law provides otherwise, all payments received by Lender under the Note and
Paragraphs 1 and 2 hereof shall be applied by Lender first in payment of amounts payable to Lender by Borrower(s) under Paragraph 2 hereof, if any, then against advances, if any, made by Lender pursuant to Paragraph 7 of this Mortgage, then to
costs, fees, expenses and other amounts incurred and advanced by the Lender in the enforcement of its rights under the Note and this Mortgage, including, without limitation, costs and reasonable attorneys’ fees, then to unpaid service fees,
then to interest payable on the Note, then to the principal of the Note, then to unpaid late charges, if any, then to interest on any Future Advances made at Lender’s option pursuant to Paragraph 20 hereof, then to principal on Future Advances,
if any, made at Lender’s option pursuant to Paragraph 20 hereof. 
 4. Charges; Liens. Borrower(s) shall promptly
pay, when due, all Condominium Assessments imposed by Lakeshore Reserve Condominium Association, Inc. or other governing body of Lakeshore Reserve Condominium (the “Condominium Association”) pursuant to the provisions of the Declaration,
by-laws, rules and regulations or other constituent documents of Lakeshore Reserve Condominium. 
 Borrower(s) shall pay all
taxes, assessments and other charges, fines and impositions attributable to the Property which may attain a priority over this Mortgage, in the manner provided under Paragraph 2 hereof or, if not paid in such manner, by Borrower(s) making payment,
when due, directly to the payee thereof. Borrower(s) shall promptly furnish to Lender all notices of amounts due under this Paragraph, and in the event Borrower(s) shall make payment directly, Borrower(s) shall promptly furnish to Lender receipts
evidencing such payments. Borrower(s) shall promptly discharge any lien which has priority over this Mortgage; provided, that Borrower(s) shall not be required to discharge any such lien so long as Borrower(s) shall agree in writing to the payment
of the obligation secured by such lien in a manner acceptable to Lender and, if requested by Lender, immediately post with Lender an amount necessary to satisfy said obligation, or shall in good faith contest such lien by, or defend enforcement of
such lien in, legal proceedings which operate to prevent the enforcement of the lien or forfeiture of the Property or any part thereof and, if requested by Lender, immediately post with Lender an amount necessary to satisfy said obligation.

 5. Hazard Insurance. Borrower(s) shall keep the improvements now existing or hereafter erected on the Property insured
against loss by fire, hazards included within the term “extended coverage”, and such other hazards as Lender may require and in such amounts and for such periods as Lender may require; provided, that Lender shall not require that the
amount of such coverage exceed that amount of coverage required to pay the sums secured by this Mortgage. This obligation shall be deemed satisfied so long as the Condominium Association maintains a “master” or “blanket” policy
in accordance with the terms hereof. 
 The insurance carrier providing the insurance shall be chosen by Borrower(s) or the
Condominium Association subject to approval by Lender; provided that such approval shall not be unreasonably withheld. If required, all premiums on insurance policies shall be paid in the manner provided under Paragraph 2 hereof, or, if not paid in
such manner, by Borrower(s) or the Condominium Association making payment, when due, directly to the insurance carrier. 
 All
insurance policies and renewals thereof shall be in a form acceptable to Lender and shall include a standard mortgage clause in favor of and in a form acceptable to Lender. Borrower(s) shall give Lender prompt notice of any lapse in hazard insurance
coverage. In the event of loss, Borrower(s) shall give prompt notice to the insurance carrier and Lender. Lender may make proof of loss if not made promptly by Borrower(s). 
 Pursuant to the terms of the Declaration, insurance proceeds shall be applied to restoration or repair of the Property damaged, whether the unit or the common elements. To the extent such insurance
proceeds exceed the cost of such restoration or repair and the Board of Directors of the Condominium Association decides to disburse such excess, Borrower’s share of such excess shall be applied to the sums secured by this Mortgage, with the
excess, if any, paid to Borrower(s). 
 Unless Lender and Borrower(s) otherwise agree in writing, any such application of
proceeds to principal shall not exceed or postpone the due date of the monthly installments referred to in Paragraphs 1 and 2 hereof or change the amount of such installments. If under Paragraph 18 hereof the Property is acquired by Lender, all
right, title and interest of Borrower(s) in and to any insurance policies and in and to any excess insurance proceeds thereof from damage to the Property prior to the sale or acquisition shall pass to Lender to the extent of the sums secured by this
Mortgage immediately prior to such sale or acquisition. 
 6. Preservation and Maintenance of Property; Condominium.
Borrower(s) shall keep the Property in good repair and shall not commit waste or permit impairment or deterioration of the Property. Borrower(s) shall perform all of Borrower’s obligations under the Declaration, the by-laws and regulations of
the Condominium Association, and constituent documents. Borrower(s) shall take such actions as may be reasonable to insure that the Condominium Association maintains a public liability insurance policy acceptable in form, amount, and extent of
coverage to Lender. If a Condominium rider is executed by Borrower and recorded together with the Mortgage, the covenants and agreements of such rider shall be incorporated into and amend and supplement the covenants and agreements of this Mortgage
as if the rider were a part hereof. 
 7. Protection of Lender’s Security. If Borrower(s) fail(s) to perform the
covenants and agreements contained in this Mortgage, or if any action or proceeding is commenced which materially affects Lender’s interest in the Property, including, but not limited to, eminent domain, insolvency, code enforcement, or
arrangements or proceedings involving a bankrupt or decedent, then Lender at Lender’s option, upon notice to Borrower(s), may make such appearances, disburse such sums and take such action as is necessary to protect Lender’s interest,
including, but not limited to, disbursement of funds to pay reasonable attorneys’ fees and entry upon the Property to make repairs. 
 Any amounts disbursed by Lender pursuant to this Paragraph 7, with interest thereon, shall become additional indebtedness of Borrower(s) secured by this Mortgage. Unless Borrower(s) and Lender agree to
other terms or payment, such amount shall be payable upon notice from Lender to Borrower(s) requesting payment thereof, and shall bear interest from the date of disbursement at the rate payable from time to time on outstanding principal under the
Note unless payment of interest at such rate would be contrary to applicable law, in which event such amounts shall bear interest at the highest rate permissible under applicable law. Nothing contained in this Paragraph 7 shall require Lender to
incur any expense or take any action hereunder. 
 8. Inspection. Lender may make or cause to be made reasonable entries
upon and inspections of the Property, provided that Lender shall give Borrower(s) notice prior to any such inspection specifying reasonable cause therefor related to Lender’s interest in the Property. 

9. Condemnation. The proceeds of any award or claim for damages, direct or consequential, payable to Borrower(s) in connection
with any condemnation or other taking of all or any part of the Property, whether of the unit or the common elements or for any conveyance in lieu of condemnation, pursuant to the terms of the Declaration, are hereby assigned and shall be paid to
Lender as provided hereunder. 
 Unless Lender and Borrower(s) otherwise agree in writing, any such application of proceeds to
principal shall not extend or postpone the due date of the monthly installments referred to in Paragraphs 1 and 2 hereof or change the amount of such installments. 

  
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 10. Borrower(s) Not Released. Extension of the time for payment or modification of
amortization of the sums secured by this Mortgage granted by Lender to any successor in interest of Borrower(s) shall not operate to release, in any manner, the liability of the original Borrower(s) and Borrower’s successors in interest. Lender
shall not be required to commence proceedings against such successor or refuse to extend time for payment or otherwise modify amortization of the sums secured by this Mortgage by reason of any demand made by the original Borrower(s) and
Borrower’s successors in interest. 
 11. Forbearance by Lender Not a Waiver. Any forbearance by Lender in
exercising any right or remedy hereunder, or otherwise afforded by applicable law, shall not be a waiver of or preclude the exercise of any such right or remedy. The procurement of insurance or the payment of taxes or other liens or charges by
Lender shall not be a waiver of Lender’s right to accelerate the maturity of the indebtedness secured by this Mortgage. 

12. Remedies Cumulative. All remedies provided in this Mortgage are distinct and cumulative to any other right or remedy under
this Mortgage or afforded by law or equity, and may be exercised concurrently, independently or successively. 
 13.
Successors and Assigns Bound; Joint and Several Liability; Captions. Subject to the terms and provisions of Paragraph 17 below, the covenants and agreements herein contained shall bind, and the rights hereunder shall inure to, the respective
successors and assigns of Lender and Borrower(s). All covenants and agreements of Borrower(s) shall be joint and several. The captions and headings of the paragraphs of this Mortgage are for convenience only and are not to be used to interpret or
define the provisions hereof. 
 14. Notice. Except for any notice required under applicable law to be given in another
manner, (a) any notice to Borrower(s) provided for in this Mortgage shall be given by mailing such notice by U.S. Mail, postage prepaid, addressed to Borrower(s) at the Borrower’s address as set forth in the Note, or at such other address
as Borrower(s) may designate by notice to Lender as provided herein, and (b) any notice to Lender shall be given by certified mail, return receipt requested, to Lender’s address stated herein or to such other address as Lender may
designate by notice to Borrower(s) as provided herein. Any notice provided for in this Mortgage shall be deemed to have been given to Borrower(s) or Lender when given in the manner designated herein. In the event of a judicial action to enforce this
Mortgage, Borrower hereby agrees that any notice required or service of process made incident thereto shall be sufficient if made to the above address or to the registered agent appointed for such purposes by Borrower pursuant to Section 721.84
Florida Statutes. Borrower may change such address by giving Lender notice of a change of address in writing to Lender’s address stated herein. 
 15. Governing Law; Severability. This Mortgage shall be governed by the laws of the state where the Property is located. In the event that any provision or clause of this Mortgage or the Note
conflicts with applicable law, such conflict shall not affect other provisions of this Mortgage or the Note which can be given effect without the conflicting provision, and to this end the provisions of the Mortgage and the Note are declared to be
severable. 
 16. Borrower’s Copy. Borrower(s) shall be furnished a copy of the Note and of this Mortgage at the
time of execution or after recordation hereof. 
 17. Transfer of the Property; Assumption. If all or any part of the
Property or an interest therein is sold (or leased with an option to purchase) or transferred by Borrower(s) without Lender’s prior written consent, excluding (a) a transfer by devise, descent or by operation of law upon the death of a
joint tenant, (b) the grant of any leasehold interest of three (3) years or less not containing an option to purchase, or (c) the creation of a lien or encumbrance subordinate to this Mortgage, Lender may, at Lender’s option,
declare all the sums secured by this Mortgage to be immediately due and payable. Lender shall have waived such option to accelerate if, and only if, prior to the sale or transfer, Lender and the person to whom the Property is to be sold or
transferred reach agreement in writing that the credit of such person is satisfactory to Lender and that the interest payable on the sums secured by this Mortgage shall be at such rate as Lender shall request. If Lender has waived the option to
accelerate provided in this Paragraph 17, and if Borrower’s successor in interest has executed a written assumption agreement accepted in writing by Lender, Lender shall release Borrower(s) from all obligations under this Mortgage and the Note.

 If Lender exercises such option to accelerate, Lender shall mail Borrower(s) notice of acceleration in accordance with
Paragraph 14 hereof. Such notice shall provide a period of not less than fifteen (15) days from the date the notice is mailed within which Borrower(s) may pay the sums declared due. If Borrower(s) fails to pay such sums prior to the expiration
of such period, Lender may, without further notice or demand on Borrower(s), invoke any remedies permitted by Paragraph 18 hereof. 
 18. Acceleration; Remedies. Except as provided in Paragraph 17 hereof, upon Borrower’s breach of any covenant or agreement of Borrower(s) in this Mortgage, including the covenants to pay when
due any sums secured by this Mortgage, Lender prior to acceleration shall mail notice to Borrower(s) as provided in Paragraph 14 hereof specifying: (1) the breach; (2) the action required to cure such breach; (3) a date, not less than
fifteen (15) days from the date the notice is mailed to Borrower(s), by which such breach must be cured; and (4) that failure to cure such breach on or before the date specified in the notice may result in acceleration of the sums secured
by this Mortgage, foreclosure by judicial proceedings or other proceedings consistent with the law, and sale of Property. If the breach is not cured on or before the date specified in the notice, Lender at Lender’s option, subject to any right
of reinstatement to which Borrower(s) is entitled under applicable law, may declare, without further demand, all of the sums secured by this Mortgage to be immediately due and payable and may foreclose this Mortgage by judicial proceedings. Lender
shall be entitled to collect in such proceedings all expenses of foreclosure, including, but not limited to, reasonable attorneys’ fees, court costs, and costs of documentary evidence, abstracts and title reports. 

19. Assignment of Rents; Appointment of Receiver. As additional security hereunder, Borrower(s) hereby assigns to Lender the rents
of the Property, provided that Borrower(s) shall, prior to acceleration under Paragraph 18 hereof or abandonment of the Property, have the right to collect and retain such rents as they become due and payable. 

Upon acceleration of the Note or abandonment of the Property, Lender shall be entitled, without notice, to enter upon, take possession of
and manage the Property and to collect the rents of the Property, including those past due. All rents collected shall be appointed first to payment of the costs of management of the Property and collection of rents, including, but not limited to,
management fees, court costs, and reasonable attorneys’ fees, and then to the sums secured by this Mortgage. The Lender shall be liable to account only for those rents actually received. Borrower(s) shall not be entitled to possession or
use of the Property after abandonment or after the Lender has accelerated the balance due under the Note. Alternatively, Lender may seek the appointment of a receiver to manage and collect rents from the Property. If a receiver is appointed, any
income from rents from the Property shall be applied first to the costs of receivership, and then in the order set forth above. 

20. Future Advances. Upon request by Borrower(s), Lender, at Lender’s option, may make Future Advances to Borrower(s). Such
Future Advances, with interest thereon, shall be secured by this Mortgage when evidenced by promissory notes stating that said notes are secured hereby. At no time shall the principal amount of the indebtedness secured by this Mortgage, not
including sums advanced in accordance herewith to protect the security of this Mortgage, exceed one hundred fifty percent (150%) of the original amount of the Note. 
 21. Lender’s Prior Consent. Borrower(s) shall not, except after notice to Lender and with Lender’s prior written consent, either partition or subdivide the Property or consent to:

 (i) The abandonment or termination of Lakeshore Reserve Condominium, except for abandonment or termination required by law in
the case of substantial destruction by fire or other casualty or in the case of a taking by condemnation or eminent domain; 

(ii) any amendment to any provision of the Declaration, Bylaws or Rules and Regulations of the Condominium Association, or equivalent
constituent documents of Lakeshore Reserve Condominium which is for the express benefit of Lender; or 
 (iii) any action which
would have the effect of rendering the public liability insurance coverage maintained by the Condominium Association unacceptable to Lender. 
 22. Attorneys’ Fees. As used in this Mortgage and in the Note, “attorneys’ fees” shall include attorneys’ fees, if any, and related costs incurred by Lender in the
enforcement of its rights under the Note and/or Mortgage, whether or not legal action is instituted, and any fees and costs of trial and appellate proceedings. 

  
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 23. Venue and Jurisdiction. Borrower hereby consents to the enforcement of the Note
and Mortgage in Orange County, Florida and hereby submits to the jurisdiction of the courts of the state of Florida for such purpose. 
 IN
WITNESS WHEREOF, Borrower(s) has/have executed this Mortgage on the day and year first written above. 
 Signed in the presence of:

  

					
	  	 		 	  
	Mortgagor	 		 	Mortgagor
			
	 	 		 	 
	Mortgagor	 		 	Mortgagor

  

			
	
STATE OF                      
                      )
	  	ACKNOWLEDGMENT
		
	COUNTY OF                          
              )	  	

 This Mortgage was acknowledged before me this
                                         
       by
                                         
                   ,
                                         
                   ,
                                         
                    and
                                         
                       , (i) who is (are) personally known to me or (ii) has (have) produced
                                         
                                        [list type
of identification] as identification. 
  

			
	  	 	  



			
	Print Name:	 	 
	NOTARY PUBLIC
	My Commission Expires:
	Commission No:


 (ADDITIONAL ACKNOWLEDGMENT, IF MORTGAGORS SIGN BEFORE DIFFERENT NOTARIES) 

 

			
	
STATE OF                      
                      )
	  	ACKNOWLEDGMENT
		
	COUNTY OF                          
              )	  	

 This Mortgage was acknowledged before me this
                                         
       by
                                         
                   ,
                                         
                   ,
                                         
                    and
                                         
                       , (i) who is (are) personally known to me or (ii) has (have) produced
                                         
                                        [list type
of identification] as identification. 
  

			
	  	 	  
	Print Name:	 	 
	NOTARY PUBLIC
	My Commission Expires:
	Commission No:


  

			
	 Prepared by and return to:
	 	Linda S. Sellars, Marriott Resorts Title Company, Inc.
		 	P.O. Box 24747, Lakeland, Florida 33802


  
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 HAWAII SAMPLE (MVC) 

 

			
	 Mortgage No.: «LOANID»
	  	Vacation Ownership Interest No(s). «TR17»
		
	 Recorded:
	  	Preparation Date: «TODAY_ALPHA»
		
	 US $«MTG_AMT»
	  	Closing Date:
                                        


 1. DEFINED TERMS. Certain words used in this document have special meanings as set forth below:

 (a) “NOTE” - This document in which you promise to pay the Debt. You are giving it to
MARRIOTT OWNERSHIP RESORTS, INC. to pay for the Property described in the Mortgage. The Debt and this Note are secured by the Mortgage. 
 (b) “DEBT” - Both the Principal and Interest charged on that portion of Principal that is not then paid. “Principal” means the amount of «MTG_AMT» (US
$«MTG_AMT»). “Interest” is simple interest, which means that it is charged (accrues) only on that part of the Principal which is not then paid. It is not on a block or other basis where the dollar amount of interest is fixed in
advance. In this Note, the rate, but not the dollar amount, of Interest is fixed. This rate is «Int_Rate» percent («INT_RATE»%) per year based on a 360-day year, collected for the actual number of days principal is
outstanding in any calendar year. Loan payments are to be made in installments calculated to repay the loan in full over the term of the loan and is based on the assumption that all payments are made when due. Interest will be charged on that part
of the Principal, which has not been paid. Interest at this rate will start on the             day of
                                ,
            , and will continue until the full amount of the Principal has been paid. 
 (c) “MORTGAGE” - The document entitled “Mortgage, Security Agreement and Financing Statement with Power of Sale” which you have signed. It gives property to the Holder as
security to protect the Holder from possible losses that might result if you do not keep the promises you make in this Note and in the Mortgage. 
 (d) “YOU” - Each person who signs this Note. If more than one person signs, each of you is fully and personally obligated to pay the full amount of the Debt and to keep all of the other
promises made in this Note. For example, the fact that one or more of you does not pay a part of the Debt does not excuse the rest of you from paying all of the Debt and keeping all of the other promises. The Holder may therefore enforce its rights
under this Note against each of you individually or against some or all of you together. In legal terms, each of you is “jointly and severally liable.” 

(e) “MARRIOTT” - MARRIOTT OWNERSHIP RESORTS, INC., a Delaware corporation. Its address is 6649 Westwood
Boulevard, Suite 500, Orlando, Florida 32821-6090. 
 (f) “HOLDER” - Marriott or anyone who
takes this Note later by transfer and who is entitled to receive the payments you promise to make in this Note. You understand that any Holder may transfer this Note to someone else. 

(g) “CLOSING DATE” - The date indicated above. 

2. YOUR PROMISE TO PAY. You promise to pay the Debt, both Principal and Interest, plus all other sums you owe under this Note and
under the Mortgage, to the order of Marriott or any other Holder. 

  

					
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 3. HOW, WHEN, AND WHERE YOU PROMISE TO PAY. You promise to pay the Debt, both
Principal and Interest, by making payments every month. Each monthly payment will be in the amount of «Pay_Amt» UNITED STATES DOLLARS ($«PAY_AMT»), and must be made on the
         day of each month, starting on
                            . A service fee of «SFEE» must accompany each monthly
payment. You promise to make these payments every month until you have paid all of the Debt. If, however, on
                                , you still owe anything under this Note, you
promise to pay the Debt in full on that date. You promise to make your payments to Marriott at P. O. Box 8038, Lakeland, Florida 33802, or at any other place the Holder tells you in writing to pay. 

4. HOW YOUR PAYMENTS WILL BE APPLIED. In addition to Principal and Interest, you may be required to make other payments as stated
in this Note or in the Mortgage. For example, you may be required to make other payments, such as late charge payments, if you do not keep the promises made in this Note or in the Mortgage (in other words, if you “default”). Further, you
must also make payments to cover service fees and returned check charges, if any. The Mortgage states the manner in which your payments will be applied to these fees and charges, to Interest and to Principal. 

5. YOUR RIGHT TO PAY EARLIER (“PREPAYMENT”). The Mortgage states the manner and the conditions under which you may pay
the Debt before the time you promise to do so in this Note. 
 6. THE HOLDER MAY REQUIRE YOU TO PAY EARLIER IF YOU BREAK YOUR
PROMISES (“ACCELERATION”). You agree that the Mortgage states the manner and the conditions under which the Holder may require you to make immediate payment of the Debt in full, if you default. Thus, as stated in the Mortgage, if you
default, you may lose your right to pay the Debt in monthly payments. 
 7. OTHER CHARGES AND COSTS YOU PROMISE TO PAY IF YOU
DEFAULT. 
 (a) LATE CHARGES. If the Holder has not received the full amount of any monthly payment by
the end of ten (10) calendar days after the date it is due, you promise to pay a late charge to the Holder with the next monthly payment. Each late charge will be six percent (6%) of the late monthly payment or $25.00, whichever is less.

 (b) THE HOLDER’S COSTS AND ATTORNEY’S FEES. If you default, you promise to pay the Holder all
of the reasonable costs the Holder incurs in trying to make you keep the promises you make in this Note and in the Mortgage. These costs include, for example, the Holder’s reasonable attorney’s fees and costs, whether or not the Holder
sues you. You promise to pay all of these costs at once after the Holder demands payment from you. 
 8. THIS NOTE IS SECURED
BY THE MORTGAGE. You agree that this Note is secured by the Mortgage. 
 9. YOU, AND CERTAIN OTHER PERSONS, WAIVE CERTAIN
RIGHTS. You waive your rights to require the Holder to do certain things. They are: (a) to demand payment of amounts due (known as “presentment”); (b) to give notice that amounts due have not been paid (known as “notice
of dishonor”); and (c) to obtain an official certification of nonpayment (known as a “protest”). Anyone else who agrees to keep the promises made in this Note, who agrees to make payments to the Holder if you fail to keep your
promises under this Note or who signs this Note to transfer it to someone else, also waives these rights. (These persons are known as “guarantors, sureties and endorsers”.) 

You and each guarantor, surety and endorser consent to any extension of the time by which the payment of this Note or any
monthly payments must be made and to any other change to the terms of this Note (this includes the release of any person liable on this Note). These extensions or changes can be made without notice to you or any of them, and will not release or
affect your liability or the liability of any of these other persons on this Note. 

  

					
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 10. GOVERNING LAW. Hawaii law governs this Note. 

11. CAPTIONS. Marriott has tried to appropriately divide and caption this Note by its various paragraphs. Captions are a part of
this Note, but obviously cannot and do not completely or adequately explain each paragraph or the entire agreement. Marriott recommends that you read with care each and every paragraph of this Note and not just the captions alone. No court may treat
the captions and headings as if they explain what the paragraph means. 
 12. HOW ANY COURT SHOULD READ THIS NOTE. This
Note was written in plain language so that it would be easier to read and understand. It uses words which are less accurate than the words which most courts are used to seeing. It also does not include the long overlapping phrases used to prevent
courts from reading words too narrowly. If any court is ever asked to interpret this Note, Marriott and you ask that it keep those facts in mind and interpret this Note as common sense would require in order to do what Marriott and you clearly
wanted this Note to do. 
 By signing this document, you agree to everything that is said in this Note. 

 

	
	Your Address:
	
	«ADR1»
	«ADR2»
	«CSZC»


  

	
	  
	“You”
	
	«PURCHASE_NAME_1»
	Printed
	
	  
	“You”
	
	«PURCHASE_NAME_2»
	Printed
	
	  
	“You”
	
	«PURCHASE_NAME_3»
	Printed
	
	  
	“You”
	
	«PURCHASE_NAME_4»
	Printed


  

					
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 HAWAII SAMPLE (MVC) 
   
  
 After Recordation, Return By Mail (X) Pick Up ( ) 
 Marriott Ownership
Resorts, Inc. 
 Attn.: New Owner Administration 
 Post Office Box 24747 
 Lakeland, Florida 33801 

 
  

			
	 Tax Map Key No.: (4) 3-5-001-174 CPR No. «KN_7» Unit No «VILLA_LIST»
	  	Total Pages: 18

 MORTGAGE, SECURITY AGREEMENT AND FINANCING 

STATEMENT WITH POWER OF SALE 
 Vacation Ownership Interest No(s): «UNIT_BLDG_WEEK_TEXT» 
  

			
	 LENDER(S) NAME:
	  	MARRIOTT OWNERSHIP RESORTS, INC., a Delaware corporation
		  	6649 Westwood Boulevard, Orlando, Florida 32821-6090

 BORROWER(S) NAME AND ADDRESS: «LEGAL_NAME», whose address is «ADDR1», «ADDR2»
«CSZC». 
 I. DEFINED TERMS. Certain words used in this document have special
meanings which are set forth below. Other words which begin with a capital letter will have the meaning given to such word in the Kalanipu’u Vacation Ownership Program Declaration of Covenants, Conditions and Restrictions dated February 5,
2010 recorded in the Bureau of Conveyances of the State of Hawaii as Document No. 2010-01837, as amended (the “Declaration”). 
 A. “MORTGAGE” - This document which is dated
                                    ,
20         will be called the “Mortgage.” It gives the Property to the Holder as security to protect the Holder from possible losses that might result if you do not keep the promises you make
in the Note and in this Mortgage. You are giving it to Marriott as security for your promise to pay for the Property, which you are purchasing from Marriott.” 
 B. “YOU” OR THE “BORROWER” - «LEGAL_NAME», whose address is «ADDR1», «ADDR2»
«CSZC», is the person or are the persons signing the Note and this Mortgage, and will sometimes be called “Borrower” and sometimes simply “You.” 

C. “MARRIOTT” - MARRIOTT OWNERSHIP RESORTS, INC. will be called “Marriott.”
It is a corporation organized and existing under the laws of the State of Delaware, with its principal place of business and post office address at 6649 Westwood Boulevard, 3rd Floor, Orlando, Florida 32821-6090. 

  

					
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 D. “HOLDER” - Marriott or anyone who takes this Mortgage and
the Note later by transfer and who is entitled to receive the payments you promise to make in the Note and to enforce the promises you make in this Mortgage. You understand that any Holder may transfer the Note and this Mortgage to someone else.

 E. “NOTE” - The Note you are signing. The “Note” also means all changes and
extensions to the Note that you and the Holder agree to. The Note states that you owe the Holder «MTG_AMT» UNITED STATES DOLLARS ($«MTG_AMT») which amount is called the “Principal” plus “Interest”. You
promise to pay all amounts as and when stated in the Note. The Note is secured by this Mortgage. 
 F.
“DEBT” - The amount you owe the Holder, both Principal and simple (not block) Interest. These amounts will be called the “Debt.” 
 G. “PROPERTY” - The property that is described below in the section entitled “Description Of The Property” and more particularly in Exhibit “A” attached
to this document, and incorporated herein by this reference. 
 H. “FUTURE ADVANCES”
- Any amount loaned to Borrower after the date of this Mortgage, which, unless otherwise agreed, will accrue interest at the rate set forth in the Note. 
 II. BORROWER’S TRANSFER TO HOLDER OF RIGHTS IN THE
PROPERTY. 
 You here and now mortgage, grant and convey the Property to Marriott, subject to the terms of
this Mortgage. You give this Mortgage as security for the payment of the Note and all amounts you may owe under the Note or this Mortgage, including the Debt, and as security that you will observe and perform all of the promises and other agreements
you make in the Note and Mortgage. This means that, by signing this Mortgage, you are giving Marriott (and any later Holder) those rights that are stated in this Mortgage and also those rights that the law gives to creditors who hold mortgages on
real property and security interests in personal property. You are giving the Holder these rights to protect it from possible losses that might result if you fail to: 
 A. Pay all the Debt, both Principal and Interest, that you owe the Holder as and when stated in the Note; or 
 B. Pay all other sums you owe Holder under the Note and under this Mortgage, including any Future Advances; 
 C. Pay, with interest, any amounts that the Holder spends under this Mortgage to protect the value of the Property and the Holder’s rights in the Property; 

D. Keep all of your other promises and agreements under the Note and this Mortgage; or 

E. Keep all of your promises and agreements under the Kalanipu’u Vacation Ownership Program Purchase Agreement and under the
Kalanipu’u Vacation Ownership Program Buyer’s Acknowledgements pertaining to the Property, which you signed prior to this Mortgage. 

III. DESCRIPTION OF THE PROPERTY. 

You give the Holder rights in the Property which is described in subparagraphs A through F below: 

A. An Ownership Interest or Ownership Interests in the Kalanipu’u Vacation Ownership Program, which is a vacation ownership program
established by the Declaration, which includes (1) an ownership share or shares in a certain Unit or Units in the Kalanipu’u Condominium (the “Condominium”), which ownership share or shares established under the Declaration is
(are) specified in Exhibit “A;” (2) for each ownership share, the right to reserve or confirm and then use for a period of approximately one (1) week, either (i) a Unit specified on Exhibit “A” if the ownership
share or share(s) is on a “Fixed Unit Rights” basis, or (ii) a Unit in the Condominium of the same type as the particular Unit in which a share is owned, if the ownership share or share(s) is on a “Floating Unit Rights”
basis, in 

  

					
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either case every year or every other year, all as specified in Exhibit “A;” and (3) membership in the Kalanipu’u Vacation Owners Association (the “Vacation Owners
Association”). 
 B. All rights granted to you by Condominium Documents and the Program Documents; 

C. All rights in other property that you have as owner of the Ownership Interest(s) described in Paragraph A of this section. These
rights are known as “easements, profits and appurtenances attached to the property;” 
 D. All rights that you have in
all fixtures that are now or in the future will be on the property described in Paragraph A of this section, and all replacements of and additions to those fixtures. Usually, fixtures are items that are physically attached to buildings, such as hot
water heaters; 
 E. All of the rights and property described in Paragraphs B and C of this section that you acquire in the
future; and 
 F. All replacements of or additions to the property described in Paragraph C of this section. 

IV. BORROWER’S RIGHT TO MORTGAGE THE
PROPERTY AND BORROWER’S OBLIGATION TO DEFEND OWNERSHIP OF THE PROPERTY.

 You here and now promise that except for the encumbrances listed in Exhibit “A” to this document: (A) You
lawfully own the Property; (B) You have the right to mortgage, grant and convey the Property to the Holder; and (C) There are no outstanding claims or charges against the Property. 

You here and now give a general warranty of title to the Holder. This means that you will be fully responsible for any and all losses
which the Holder suffers because someone other than you has some of the rights in the Property which you promise that you have and are mortgaging to the Holder. You promise that you will defend your ownership of the Property against any claims of
such rights. 
 V. YOUR PROMISES. 
 You promise and you agree with the Holder as follows: 
 A.
BORROWER’S PROMISE TO PAY PRINCIPAL AND INTEREST UNDER THE NOTE
AND TO FULFILL OTHER PAYMENT OBLIGATIONS. You will promptly pay to the Holder when due: the Debt, both Principal and Interest, under the
Note; late charges and other charges, fees and costs stated in the Note; and all sums due under any part of this Mortgage. 
 B.
HOLDER’S APPLICATION OF BORROWER’S PAYMENTS. Unless the law requires otherwise, the Holder will apply each of
your payments under the Note and this Mortgage in the following order and for the following purposes: 
 1.
First, to pay amounts payable by Borrower for taxes, assessments and other obligations, if any, under Paragraph C of this section; 
 2. Next, to pay, with interest, any amounts that the Holder spends under this Mortgage to protect the value of the Property and the Holder’s rights in the Property; 

3. Next, to the costs, fees, expenses and other amounts incurred and advanced by the Holder in the enforcement of its
rights hereunder, including without limitations, costs and reasonable attorneys’ fees; 
 4. Next, to pay
any service fee charged by the Holder; 
 5. Next, to pay Interest then due under the Note; 

  

					
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 6. Next, to pay Principal then due under the Note; 

7. Next, to pay late charges and other charges and costs you promise to pay under the Note or this Mortgage; 

8. Next, to pay interest on any Future Advances made pursuant to Paragraph X of this section; and 

9. Last, to pay principal on any Future Advances made pursuant to Paragraph X of this section. 

C. AGREEMENTS ABOUT REAL PROPERTY TAXES,
ASSESSMENTS FOR THE CONDOMINIUM PROJECT AND VACATION OWNERSHIP PROGRAM, AND OTHER
CHARGES. You promise to pay all real property taxes (which should be included in the assessment made by the Vacation Owners Association), charges from both the Condominium Association and the Vacation Owners
Association, and all other charges and fines of every kind imposed on or in any way related to the Property and its use. It does not matter who is billed for these charges. For example, even if the Holder or the Management Company for the Vacation
Owners Association is billed, you must pay. 
 Subject to applicable law, upon written request by Holder to Borrower, Borrower
shall pay to Holder on the day when monthly installments of principal and interest are payable under the Note, until the Note is paid in full, a sum (herein “Funds”) equal to one-twelfth of Borrower’s share of any taxes and
assessments relating to the subject Property encumbered by this Mortgage and one-twelfth of the Borrower’s share of the annual maintenance fee or assessment due to the Vacation Owners Association or the Condominium Association, or such other
amounts or for such other periods other than monthly, e.g. quarterly, all as reasonably estimated initially and from time to time by Holder on the basis of assessments and bills and reasonable estimates thereof. 

If Holder exercises this right, the Funds shall be held in an institution the deposits or accounts of which are insured or guaranteed by
a Federal or state agency. Holder shall apply the Funds, upon receipt of the appropriate bill or bills, to pay said taxes and assessments. Holder may not charge for so holding and applying the Funds, analyzing said account, or verifying and
compiling old assessments and bills, unless Holder pays to Borrower interest on the Funds and applicable law permits Holder to make such a charge. Unless applicable law requires, Holder shall not be required to pay Borrower any interest or other
earnings on the Funds. Holder shall give to Borrower, without charge, an annual accounting of the Funds showing credits and debits to the Funds and the purposes for which each debit to the Funds was made. The Funds are hereby pledged as additional
security for the sums secured by this Mortgage. 
 If the amount of the Funds held by Holder, together with the future monthly
installments of Funds payable prior to the due dates of taxes and assessments shall exceed the amount required to pay such taxes and assessments, as they fall due, such excess shall be, at Borrower’s option, either promptly repaid to Borrower
or credited to Borrower on monthly installments of Funds. If the amount of the Funds held by Holder shall not be sufficient to pay taxes and assessments as they fall due, Borrower shall pay to Holder any amount necessary to make up the deficiency
within thirty (30) days from the date of a notice mailed by Holder to Borrower requesting payment thereof, but in no event shall Holder require payment in advance for taxes and assessments to be held and disbursed as set forth hereunder in an
amount which exceeds the estimate of the next year’s amount for same. 
 Upon payment in full of all sums secured by this
Mortgage, Holder shall promptly refund to Borrower any funds held by Holder. If the Property is sold or the Property is otherwise acquired by Holder, Holder shall apply, no later than immediately prior to the sale of the Property or its acquisition
by Holder, any Funds then held by Holder as a credit against the sums secured by this Mortgage. 
 Without limiting the general
nature of the promise made in the preceding paragraph of this Paragraph C, you will pay all taxes, assessments, and any other charges and fines that may now or later be imposed on the Property and that may be superior to this Mortgage. You will do
this either by making the payments to the Vacation Ownership Association, or by making payments, when they are due, directly to the persons entitled to them. (In this Mortgage, the word “person” means any person, organization, governmental
authority, or other party.) If you make direct payments, then, promptly after making any of those payments, you will give the Holder a receipt which shows that you have done 

  

					
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so. You will promptly pay, when they are due, all assessments imposed by the Condominium Association and the Vacation Owners Association. 

Any claim, demand or charge that is made against the Property because an obligation has not been fulfilled is known as a lien. You will
promptly pay or satisfy all liens against the Property that may be superior to this Mortgage. This Mortgage does not, however, require you to satisfy a superior lien if: (A) You agree, in writing, to pay the obligation which gave rise to the
superior lien and the Holder approves the way in which you agree to pay that obligation; or (B) You, in good faith, argue or defend against the superior lien in a lawsuit so that during the lawsuit, the superior lien may not be enforced, and no
part of the Property must be given up. 
 D. HAZARD INSURANCE. Since the
Property consists, in part, of an interest in a unit in a condominium project, as well as an interest in a vacation ownership program, the Condominium Association and/or the Vacation Owners Association will typically maintain a hazard insurance
policy which covers all buildings and other improvements that now are or in the future will be located in the project or in the Unit, covering loss or damage caused by fire, hazards normally covered by special form insurance policies and other
hazards. Such a policy may be referred to as the “master policy.” So long as the master policy remains in effect and satisfies the requirements stated in this Paragraph D, you are not required to obtain and maintain separate hazard
insurance on the Property. In the event that the Condominium Association or the Vacation Owners Association does not maintain a master policy covering the Condominium or property in the Condominium and in the Unit, or such master policy, in the
Holder’s reasonable opinion, is not sufficient to adequately protect Holder’s security interest in the Property, the Holder shall have the right to require you to obtain and maintain hazard insurance to cover the Property in the amounts
and for the periods of time required by the Holder. In the event that the insurance policy you obtain contains provisions, known as “co-insurance requirements,” that limit the insurance company’s obligation to pay claims if the amount
of coverage is too low, the Holder may require you to obtain an amount of coverage up to the larger of the following two amounts: (1) the amount that you owe to the Holder under the Note and under this Mortgage; or (2) the amount necessary
to satisfy the co-insurance requirements. 
 All insurance which you are required to obtain shall be carried with companies
selected by you, which companies shall be authorized to do business in the State of Hawaii, and the Holder may require that the policies and renewals thereof be held by the Holder and have attached thereto loss payable clauses in favor of and in
form acceptable to the Holder. You will pay the premiums on the insurance policies by paying the insurance company directly when the premium payments are due. If the Holder requires, you will promptly give the Holder all receipts of paid premiums
and all renewal notices that you receive. 
 If there is a loss or damage to the Property, you will promptly notify the Vacation
Owners Association, the Condominium Association and the Holder, if a master policy is obtained and maintained for the Condominium and/or the Program, or the insurance company and the Holder if you are required to obtain the insurance coverage. If
you do not promptly prove to the insurance company that the loss or damage occurred, then the Holder may do so. 
 The amount
paid by the insurance company is called “proceeds.” The proceeds from any insurance obtained by the Vacation Owners Association, the Condominium Association or you must be used to repair or to restore the damaged property unless:
(a) it is not economically possible to make the repairs or restoration; or (b) the use of the proceeds for that purpose would lessen the protection given to the Holder by this Mortgage; or (c) the Holder and you have agreed in writing
not to use the proceeds for that purpose. If the repair or restoration is not economically possible or if it would lessen the Holder’s protection under this Mortgage, then the proceeds applicable to the Property will be used to reduce the
amount that you owe to the Holder under the Note and under this Mortgage. In addition, since a portion of the Property consists of an interest in a Unit in the Condominium and Program, it is possible that proceeds under the master policy will be
paid to you instead of being used to repair or to restore the damaged property. You give the Holder your rights to those proceeds, which will be paid to the Holder, and will be used to reduce the amount that you owe to the Holder under the Note and
under this Mortgage. If any of the proceeds remain after the amount that you owe to the Holder has been paid in full, the remaining proceeds will be paid to you. The use of proceeds to reduce the amount that you owe to the Holder will not be a
prepayment that is subject to the prepayment charge provisions, if any, under the Note or this Mortgage. 

  

					
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 If you abandon the Property, or if you do not answer, within thirty (30) days, a notice
from the Holder stating that the insurance company has offered to settle a claim for insurance benefits, then the Holder has the authority to collect the proceeds. The Holder may then use the proceeds to repair or restore the damaged property or to
reduce the amount that you owe to the Holder under the Note and under this Mortgage. The thirty (30) day period will begin on the date the notice is mailed or, if it is not mailed, on the date the notice is delivered. 

If any proceeds are used to reduce the amount of Principal which you owe to the Holder under the Note, that use will not delay the due
date or change the amount of any of your monthly payments under the Note and under Paragraph A of this Section V. You and the Holder may, however, agree in writing to those delays or changes. 

If the Holder acquires the Property under Paragraph P of this Section V, all of your rights in the insurance policies will belong to the
Holder. Also, all of your rights in any proceeds which are paid because of damage that occurred before the Property is acquired by the Holder or sold will belong to the Holder. The Holder’s rights in those proceeds will not, however, be greater
than the amount that you owe to the Holder under the Note and under this Mortgage immediately before the Property is acquired by the Holder or sold. 
 If there is a conflict concerning the use of proceeds between the terms of this Paragraph D and the law or the terms of the Condominium Documents and/or the Program Documents, then that law or the terms
of those documents will govern the use of proceeds. You will promptly give the Holder notice if the master policy or the insurance policy you obtain is interrupted or terminated. 

E. BORROWER’S OBLIGATION TO MAINTAIN
THE PROPERTY, AND AGREEMENTS ABOUT THE CONDOMINIUM AND THE PROGRAM. 

1. AGREEMENTS ABOUT MAINTAINING THE
PROPERTY. You will keep the Unit you occupy in good repair during the time you occupy that Unit. You will not destroy, damage or substantially change the Unit. Without limiting the general nature of your
obligations, you promise not to store in or use on the Condominium any hazardous materials, drugs or other contraband, or to permit any person you allow to use your Ownership Interest to do so. 

2. AGREEMENTS THAT APPLY TO THE
CONDOMINIUM PROJECT AND VACATION OWNERSHIP PROGRAM. Since the Property is an interest in a Unit in the Condominium and the Program, you will
fulfill all of your obligations under the Condominium Documents and Program Documents. Also, you will not divide the Property into smaller parts that may be owned separately (known as “partition”). You will not consent to certain actions
unless you have first given the Holder notice, and obtained the Holder’s consent in writing. Those actions are: 
 a. The abandonment or termination of the Condominium or the Program unless the abandonment or termination is required by law; 

b. Any significant change to the Condominium Documents or Program Documents, including, for example, a change in the
percentage of ownership rights held by apartment owners in the Condominium or a change in the percentage of ownership rights held by vacation ownership owners in Units in the Program; or 

c. A decision by the Condominium Association or the Vacation Owners Association to terminate professional management and
to begin self-management of the Condominium or the Program. 
 You promise that you will do everything in your power so that the
Condominium Association and the Vacation Owners Association will each comply fully with the documents creating and governing the Condominium and the Program, respectively. 
 F. HOLDER’S RIGHT TO TAKE ACTION TO PROTECT THE
PROPERTY If: (1) You do not keep your promises and agreements made in this Mortgage, or (2) someone, including you, begins a legal proceeding that may significantly affect the Holder’s rights in the
Property (such as, for example, a legal proceeding in bankruptcy, in probate, 

  

					
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for condemnation, or to enforce laws or regulations), then the Holder may do and pay for whatever is necessary to protect the value of the Property and the Holder’s rights in the Property.
The Holder’s actions under this Paragraph F may include, for example, appearing in court, and paying reasonable attorney’s fees and court costs. The Holder must give you notice before the Holder may take any of these actions. 

You will pay to the Holder any amounts, with interest, which the Holder spends under this Paragraph F. This Mortgage will protect the
Holder in case you do not keep this promise to pay those amounts, with interest. 
 You will pay those amounts to the Holder
when the Holder sends you a notice requesting that you do so. You will also pay interest on those amounts at the same rate stated in the Note. If, however, payment of interest at that rate would violate the law, you will pay interest on the amounts
spent by the Holder under this Paragraph F at the highest rate that the law allows. Interest on each amount will begin on the date that the amount is spent by the Holder. The Holder and you may, however, agree in writing to terms of
payment that are different from those in this Paragraph F. 
 Although the Holder may take action under this Paragraph F, the
Holder is not required to do so. 
 G. HOLDER’S RIGHT TO
INSPECT THE CONDOMINIUM. The Holder, and others authorized by the Holder, may enter on and inspect the Condominium. They must do so in a reasonable manner and at reasonable times. You
agree to take such action as may be required for Holder to conduct such an inspection. Before any one of those inspections is made, the Holder must give you notice stating a reasonable purpose for the inspection. That purpose must be related to the
Holder’s rights in the Property. 
 H. AGREEMENTS ABOUT CONDEMNATION
OF THE PROPERTY. A taking of property by any governmental authority by eminent domain is known as “condemnation.” Subject to provisions in the documents that create and govern
the Condominium and the Program, you and the Holder make the following agreements about condemnation of the Property: 
 You
give to the Holder your right to the proceeds of all awards or claims for damages resulting from condemnation or other governmental taking of the Property (or a portion thereof) and to the proceeds from a sale of the Property (or a portion thereof)
that is made to avoid condemnation. All of those proceeds will be paid to the Holder. 
 If all of the Property is taken, the
proceeds will be used to reduce the amount that you owe to the Holder under the Note and under this Mortgage. If any of the proceeds remain after the amount that you owe to the Holder has been paid in full, the remaining proceeds will be paid to
you. Unless the Holder and you agree otherwise in writing, if only a part of the Property is taken, the amount that you owe to the Holder will only be reduced by the amount of proceeds multiplied by the following amount: (1) the total amount
that you owe to the Holder under the Note and under this Mortgage immediately before the taking, divided by (2) the fair market value of the Property immediately before the taking. The remainder of the proceeds will be paid to you. The use of
proceeds to reduce the amount that you owe to the Holder will not be a prepayment that is subject to the prepayment charge provisions, if any, under the Note or this Mortgage. 
 If you abandon the Property, or if you do not answer within thirty (30) days, a notice from the Holder stating that a governmental authority has offered to make a payment or to settle a claim for
damages, then the Holder has the authority to collect the proceeds. The Holder may then use the proceeds to repair or restore the damaged property or to reduce the amount that you owe to the Holder under the Note and under this Mortgage. The thirty
(30) day period will begin on the date the notice is mailed or, if it is not mailed, on the date the notice is delivered. 

If any proceeds are used to reduce the amount of principal which you owe to the Holder under the Note, that use will not delay the due
date or change the amount of any of your monthly payments under the Note. The Holder and you may, however, agree in writing to those delays or changes. 
 I. CONTINUATION OF HOLDER’S RIGHTS. Even if the Holder does not exercise or enforce any right of the
Holder under this Mortgage or under the law, the Holder will still have all of those rights and may exercise and enforce them in the future. Even if the Holder obtains insurance, pays taxes or pays other claims, charges or liens


  

					
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against the Property, the Holder will still have the right, under Paragraph P of this Section V, to demand that you make Immediate Payment In Full (see Paragraph P of this Section V for a
definition of this phrase) of the amount that you owe to the Holder under the Note and under this Mortgage. 
 J.
HOLDER’S ABILITY TO ENFORCE MORE THAN ONE OF HOLDER’S
RIGHTS. Each of the Holder’s rights under this Mortgage is separate. The Holder may exercise and enforce one or more of those rights, as well as any of the Holder’s other rights under the law, one at a
time or some or all at once. 
 K. JOINT AND SEVERAL LIABILITY;
AGREEMENTS CONCERNING CAPTIONS. If more than one person signs this Mortgage as Borrower, each of you is fully obligated to keep all of Borrower’s promises and obligations contained
in this Mortgage. The Holder may enforce the Holder’s rights under this Mortgage against each of you individually or against some or all of you together. This means that any one of you may be required to pay all of the amounts owed under the
Note and under this Mortgage. The captions and titles of this Mortgage are for convenience only. They may not be used to interpret or to define the terms of this Mortgage. 
 L. AGREEMENTS ABOUT GIVING NOTICES REQUIRED UNDER THIS
MORTGAGE. Unless the law or this Mortgage requires otherwise, any notice that must be given to you under this Mortgage will be given by delivering or telecopying it to you or by mailing it addressed to you at the
address for giving notices stated in Paragraph B of Section I above entitled “Defined Terms.” The Holder does not have to send the notice to every Borrower at each of the Borrower’s addresses, if there is more than one Borrower. A
notice will be delivered at a different address if you give the Holder a notice of your different address for notices in writing. Any notice that must be given to the Holder under this Mortgage will be given by mailing it to the Holder’s
address stated in Paragraph C of Section I above entitled “Defined Terms.” A notice will be mailed to the Holder at a different address if the Holder gives you a notice of the different address. A notice required by this Mortgage is given
(and will be deemed to be received) when it is mailed or when it is delivered or telecopied according to the requirements of this Paragraph L. 
 M. AGREEMENTS ABOUT LAWSUITS AND THE LAW THAT GOVERNS THE
NOTE AND THIS MORTGAGE. 
 1. The
law that will govern the Note and this Mortgage is the law of the State in which the Property is located. This governing law is the law of the State of Hawaii, which will control except to the extent that federal law may apply. If any term of this
Mortgage or of the Note conflicts with the law, all other terms of this Mortgage and of the Note will still remain in effect if they can be given effect without the conflicting term. This means that any terms of this Mortgage and of the Note which
conflict with the law can be separated from the remaining terms, and the remaining terms will still be enforced. 

2. To the extent permitted by applicable law, any lawsuit or other proceeding involving the Note or this Mortgage must be
filed only in Courts of the State of Hawaii or the United States Federal District Court for the District of Hawaii. Neither you nor the Holder is allowed to do anything to defeat the power and right (called “jurisdiction” and
“venue”) of these courts to handle any such lawsuit or other proceeding, since it is intended that any such lawsuit or proceeding be resolved in Hawaii where the Property is located, and because the Note and this Mortgage are subject to
Hawaii law. Even if you are not a citizen or resident of the State of Hawaii, you submit yourself to the jurisdiction and venue of such courts for all purposes involving the Note and this Mortgage. All rights you have to a jury trial in any such
lawsuit or proceeding you here and now “waive.” It is intended that any disputes be submitted to a judge for resolution. 
 N. BORROWER’S COPY OF THE NOTE AND OF THIS
MORTGAGE. You will be given a copy of the Note and of this Mortgage showing that these documents have been signed. You will be given those copies either when you sign the Note and this Mortgage or after this
Mortgage has been officially recorded in the proper official records. If you do not receive these copies you may insist that Marriott give them to you, but you still must keep all of the promises that you make in these documents. 

  

					
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 O. PROHIBITION ON ASSUMPTION
OF THIS MORTGAGE AND HOLDER’S RIGHTS IF BORROWER TRANSFERS THE
PROPERTY. This Mortgage and the Note may not be transferred by you to anyone else. The Holder expects you to pay all amounts due and to keep all of the promises stated in these documents. It would not have extended
credit to you if it realized that you would have someone else assume your obligations. Thus, if you sell or transfer the Property, unless indicated otherwise below, the Holder will have the right to require Immediate Payment In Full (this term is
explained in Paragraph P below). The Holder will not have the right to require Immediate Payment In Full, however, as a result of certain transfers. Those transfers are: 

1. The creation of liens or other claims against the Property that are inferior to this Mortgage; 

2. A transfer of the Property to surviving co-owners following the death of a co-owner when the transfer is automatic
according to law; and 
 3. Any other transfer which under federal law may be made without giving the Holder the
right to require Immediate Payment in Full. 
 If the Holder requires Immediate Payment In Full under this Paragraph O, the
Holder will send you in the manner described in Paragraph L of this Section V, a notice which states this requirement. The notice will give you at least ten (10) days to make the required payment. The ten (10) day period will begin on the
date the notice is mailed or if it is not mailed, on the date the notice is delivered. If you do not make the required payment during that period, the Holder may bring a lawsuit for foreclosure and sale under Paragraph P of this Section V without
giving you any further notice or demand for payment or may foreclose under power of sale under Paragraph P of this Section V. (See Paragraph P of this Section V for definitions of “foreclosure and sale” and “under power of
sale”). 
 P. HOLDER’S RIGHTS IF
BORROWER FAILS TO KEEP PROMISES AND AGREEMENTS. If you do not keep your promises and agreements made in the Note or this
Mortgage, the Holder may take any action against you that is allowed by law or this Mortgage. For example, the Holder may sue you to collect any money you owe the Holder with or without also suing to foreclose and sell the Property (foreclosure and
sale is explained later in this Paragraph P); to stop you from breaking your promises and agreements (known as an action to enjoin); or to force you to keep your promises and agreements (known as an action for specific performance). 

If all of the conditions stated in the following subparagraphs 2.a, b and c of this Paragraph P are satisfied, the Holder may also
require that you pay immediately the entire amount then remaining unpaid under the Note and under this Mortgage (known as an “acceleration” of the Debt). The Holder may do this without making any further demand for payment. This
requirement will be called “Immediate Payment In Full.” 
 If the Holder requires Immediate Payment In Full, the
Holder: 
 1. May bring a lawsuit to take away all of your remaining rights in the Property and to have the
Property sold. At this sale the holder or another person may acquire the Property. This is known as “foreclosure and sale.” In any lawsuit for foreclosure and sale, the Holder will have the right to collect all costs allowed by law; or

 2. May foreclose under power of sale. This means that the Holder may have all of your remaining rights in the
Property taken away and have the Property sold without having to file a lawsuit. To do this, the Holder must comply with the law on foreclosure under power of sale that is stated in Chapter 667 of the Hawaii Revised Statutes, as amended. 

The Holder may require Immediate Payment In Full under this Paragraph P only if all of the following conditions are satisfied:

 a. You fail to keep any promise or agreement made in this Mortgage, including the promises to pay when due the
amounts that you owe to the Holder under the Note and under this Mortgage; and 

  

					
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 b. The Holder sends to you, in the manner described in Paragraph L of this
Section V, a notice that states: 
 (1) The promise or agreement that you failed to keep; 

(2) The action that you must take to correct that failure; 

(3) A date by which you must correct the failure. That date must be at least ten (10) days from the date on which
the notice is mailed to you, or if it is not mailed, from the date on which it is delivered to you; 
 (4) That
if you do not correct the failure by the date stated in the notice, you will be in default and the Holder may require Immediate Payment In Full, and the Holder or another person may acquire the Property by means of foreclosure and sale or under
power of sale; 
 (5) That you may speak with a named representative of the Holder to discuss any questions
which you have about the matters stated in the notice; 
 (6) That if you satisfy the conditions stated in
Paragraph P of this Section V, you will have the right to have any lawsuit for foreclosure and sale discontinued and to have the Note and this Mortgage remain in full effect as if Immediate Payment In Full had never been required; and 

(7) That you have the right in any lawsuit for foreclosure and sale to argue that you kept your promises and agreements
under the Note and under this Mortgage, and to present any other defenses that you may have. 
 c. You do not
correct the failure stated in the notice from the Holder by the date stated in that notice. 
 To sell the Property in
foreclosure, the Holder may sign and deliver a legal document sufficient to transfer the Property to the purchaser at the foreclosure sale. You give the Holder the power and right to sign and deliver such a document on your behalf, and you may not
and cannot take this power and right away from the Holder. In legal terms, you appoint the Holder as your “attorney-in-fact,” which appointment is coupled with an interest and, therefore, is irrevocable even if you die or become
incompetent. 
 The proceeds from any foreclosure and sale, whether by lawsuit or under power of sale, shall be applied:
(i) first to pay all costs and expenses of the sale, including court costs and attorney’s fees, and (ii) then as stated in Paragraph B of this Section V. If, however, the proceeds are not sufficient to pay all these sums and all the
other sums you owe the Holder, unless waived by the Holder, you must still pay the Holder the difference (known as the “deficiency”). You promise to pay any deficiency on demand from the Holder. The Holder may force you to keep your
promise to pay any deficiency, even if you have lost all rights to the Property and even if the laws of the place where you live (your “home state” if you do not live in Hawaii), would not permit the Holder to enforce this promise if the
Property were located there. The Holder may take any action against you to collect the deficiency, plus all of the Holder’s costs of collection, including its attorney’s fees, that is allowed by law and this Mortgage. 

Q. BORROWER’S RIGHT TO HAVE
HOLDER’S FORECLOSURE AND SALE DISCONTINUED. Even if the Holder has required Immediate Payment In Full, you may have the right to have
discontinued any lawsuit brought by the Holder for foreclosure and sale or any foreclosure under power of sale or for other enforcement of this Mortgage. You will have this right at any time before a judgment has been entered enforcing this
Mortgage, or before the sale is made by a foreclosure under power of sale, if you satisfy the following conditions: 
 1. You pay to the Holder the full amount that would have been due under this Mortgage and the Note, if the Holder had not required Immediate Payment In Full; 

  

					
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 2. You correct your failure to keep any of your other promises or agreements
made in this Mortgage; 
 3. You pay all of the Holder’s reasonable expenses in enforcing this Mortgage
including, for example, reasonable attorney’s fees; and 
 4. You do whatever the Holder reasonably requires
to assure that the Holder’s rights in the Property, the Holder’s rights under this Mortgage, and your obligations under the Note and under this Mortgage continue unchanged. 

If you fulfill all of the conditions in this Paragraph Q, then the Note and this Mortgage will remain in full effect as if Immediate
Payment In Full had never been required. 
 If, however, you do not fulfill all of these conditions, you (and all persons who
have or claim rights in the Property that depend on your rights in the Property) will lose all rights to the Property, and will not have any right to get them back. In legal terms, you (and such other persons) will have no “redemption
rights.” 
 R. HOLDER’S RIGHTS TO RENTAL
PAYMENTS FROM THE PROPERTY AND TO TAKE POSSESSION OF THE
PROPERTY. As additional protection for the Holder, you give to the Holder all of your rights to any rental payments from the Property. Until the Holder requires Immediate Payment In Full under Paragraphs O or P of
this Section V, however, or until you abandon the Property, you have the right to collect and keep those rental payments as they become due. You have not given any of your rights to rental payments from the Property to anyone else, and you will not
do so without the Holder’s consent in writing. 
 If the Holder requires Immediate Payment In Full under Paragraphs O or P
of this Section V, or if you abandon the Property, then the Holder, persons authorized by the Holder, or a receiver appointed by a court at the Holder’s request may: (1) collect the rental payments, including overdue rental payments,
directly from the occupants; (2) take possession of and assume all rights pertaining to the Property; (3) manage the Property; and (4) sign, cancel and change leases or other agreements with respect to the Property. You agree that if
the Holder notifies the occupants that the Holder has the right to collect rental payments directly from them under this Paragraph R, the occupants may make those rental payments to the Holder without having to ask whether you have failed to keep
your promises and agreements under this Mortgage. 
 If there is a judgment for the Holder in a lawsuit for foreclosure and
sale, you will pay to the Holder reasonable rent from the date the judgment is entered for as long as you continue to have the right to occupy the Property. This does not, however, give you the right to occupy the Property. 

All rental payments collected by the Holder or by a receiver other than the rent paid by you under this Paragraph R will be used first to
pay the costs of collecting rental payments and of managing the Property. If any part of the rental payments remain after those costs have been paid in full, the remaining part will be used to reduce the amount that you owe to the Holder under the
Note and under this Mortgage. The costs of managing the Property may include the receiver’s fees, reasonable attorney’s fees and the cost of any necessary bonds. The Holder and the receiver will be obligated to account only for those
rental payments that such receiver actually receives. 
 S. HOLDER’S
OBLIGATION TO DISCHARGE THIS MORTGAGE WHEN THE NOTE AND THIS MORTGAGE
ARE PAID IN FULL. When the Holder has been paid all amounts due under the Note and under this Mortgage, the Holder will discharge this Mortgage by delivering a
certificate stating that this Mortgage has been satisfied. You will not be required to pay the Holder for the discharge, but you must pay all costs of recording the discharge in the proper official records. 

T. AGREEMENT ABOUT USURY. Usury laws are laws that control the amount
of interest that may be legally paid. You and the Holder intend to comply with the applicable Hawaii usury laws. If, however, it is determined 

  

					
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that any part of any Interest payment you make would be in excess of the maximum amount allowed by law, that part will be treated as a payment of Principal. 

U. AGREEMENT ABOUT PREPAYMENT. “Prepayment” means payment of
Debt earlier than the time you promise to do so. You may prepay the entire balance at any time as long as you also pay all other amounts you owe the Holder under the Note and this Mortgage. You may prepay any part of the unpaid balance at any time
you make a monthly payment. The only effect of a Prepayment will be to reduce the remaining unpaid Principal. You must continue to pay monthly installments in the same amount and on the same schedule as before, until the entire Debt is paid. You
will not be charged any penalty or premium for prepaying. 
 V. RIGHTS OF THE
BORROWER AND THE HOLDER ARE NOT AFFECTED BY LATER PAYMENT OR ANY
PREVIOUS LACK OF ENFORCEMENT. The Holder and you may overlook a violation of any part of the Note or this Mortgage by the other without losing the right to enforcement
later of the same or any other part of the Note or this Mortgage. The Holder will not lose enforcement rights even if the Holder accepts any payment you make. The Holder may still take action against you for any default, including your not paying on
time. 
 W. COLLECTION AGENCY AND COSTS. The
Holder has the right at any one or more times to hire an agent (and to change this agent) to collect the payments due from you under the Note and this Mortgage. You must pay the costs of establishing any such collection agency and the fee charged by
that agency for servicing your account. You must also pay any fees charged by any such collection agent due to any late payments you make or any other failure by you to keep your promises made in the Note and this Mortgage. 

X. FUTURE ADVANCES. Upon request by Borrower, Holder, at Holder’s option, may
make Future Advances to Borrower. Such Future Advances, with interest thereon, shall be secured by this Mortgage when evidenced by promissory notes stating that said notes are secured hereby. At no time shall the principal amount of the indebtedness
secured by this Mortgage, not including sums advanced in accordance herewith to protect the security of this Mortgage, exceed one hundred fifty percent (150%) of the original amount of the Note. 

Y. SECURITY AGREEMENT. This document is both a mortgage of all interests in real
property and a security agreement under the Uniform Commercial Code (the “Code”) as to all personal property and fixtures which may be described in this document. Therefore, the Holder has and may enforce a security interest in the
personal property and fixtures, and will have all rights of a secured party under the Code. This remedy, however, will not preclude the Holder from pursuing any other remedy available to the Holder. 

Z. NOTICE REGARDING INSURANCE. Notice is hereby given by the Holder
(Marriott) to You (Borrower/Mortgagor) that you (Borrower/Mortgagor) are free to procure any insurance policy required by this instrument from any insurance company authorized to do business in the State of Hawaii. 

(The remainder of this page is intentionally left blank.) 

  

					
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 IN WITNESS WHEREOF, the
Borrower(s) has signed this Mortgage as of the day and year first above written. 
  

	
	
	  
	Borrower «PURCHASE_NAME_1»



	
	
	  
	Borrower «PURCHASE_NAME_2»



	
	
	  
	Borrower «PURCHASE_NAME_3»



	
	
	  
	Borrower «PURCHASE_NAME_4»



  

					
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	 STATE OF ____________________________
	 	)	  	
		 	)	  	    SS.
	 COUNTY OF __________________________
	 	)	  	

 On this              day of
            , 20    , before me personally appeared «LEGAL_NAME» to me personally known, who, being by me duly sworn or affirmed, did say that
such person executed the foregoing instrument as the free act and deed of such person, and if applicable in the capacity shown, having been duly authorized to execute such instrument in such capacity. 

 

	
	Notary Public, State of _______________________
	
	Printed Name: _____________________________
	
	My commission expires: _____________________


 (Official Stamp or Seal) 
 [Below Notary Certification to be completed by Hawaii Notary Only] 
  

	
	 NOTARY CERTIFICATION STATEMENT

 
 Document Identification or Description: Mortgage, Security Agreement and
Financing Statement with Power of Sale
  
 Doc. Date: _____________, ____
or  ̈ Undated at time of notarization
  
 No. of Pages: ___________                 Jurisdiction: _____ Circuit

                         
                                   (in which notarial act is
performed)
  

_____________________________________________________________
 Signature of Notary
                                         
       Date of Notarization and

                         
                                         
                Certification Statement
  
 _____________________________________________________________________________ (Official Stamp or Seal)
 Printed Name of Notary

	 
	 


  

					
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 (ADDITIONAL ACKNOWLEDGEMENT, IF BORROWER(S) SIGN BEFORE DIFFERENT NOTARIES) 

 

					
	 STATE OF ____________________________
	 	)	  	
		 	)	  	    SS.
	 COUNTY OF __________________________
	 	)	  	

 On this              day of
            , 20    , before me personally appeared
                                         
            to me personally known, who, being by me duly sworn or affirmed, did say that such person executed the foregoing instrument as the free act and deed of such person, and if
applicable in the capacity shown, having been duly authorized to execute such instrument in such capacity. 
  

	
	Notary Public, State of _______________________
	
	Printed Name: _____________________________
	
	My commission expires: _____________________


 (Official Stamp or Seal) 
 [Below Notary Certification to be completed by Hawaii Notary Only] 
  

	
	 NOTARY CERTIFICATION STATEMENT

 
 Document Identification or Description: Mortgage, Security Agreement and
Financing Statement with Power of Sale
  
 Doc. Date: _____________, ____
or  ̈ Undated at time of notarization
  
 No. of Pages: ___________                 Jurisdiction: _____ Circuit

                         
                                   (in which notarial act is
performed)
  

_____________________________________________________________
 Signature of Notary
                                         
       Date of Notarization and

                         
                                         
                Certification Statement
  
 _____________________________________________________________________________ (Official Stamp or Seal)
 Printed Name of Notary



  

					
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 EXHIBIT “A” 
 «EOB_DESC» Year Ownership 
 «WEEK_CNT_TEXT» («WEEK_CNT»)
Ownership Interest(s) with Fixed Time Rights and «KN_6» Unit Rights; identified as Vacation Ownership Interest No. «UNIT_BLDG_WEEK_TEXT»; and 
 as applicable, in the Kalanipu’u Vacation Ownership Program (“Program”) consisting of the following: 
 I. «WEEK_CNT_TEXT» («WEEK_CNT») fee simple «EOB_DESC» Year Ownership Share(s) in the Program consisting of an undivided «WEEKS_PER_VILLA» as tenant in
common with the holders of other undivided interests in and to the following: 
 (A) Unit No(s). «VILLA_LIST»
(“Unit”) respectively, of the condominium project (“Project”) known as “KALANIPU’U CONDOMINIUM,” as established by that certain Declaration of Condominium Property Regime (“Condominium Declaration”) dated
February 22, 2010, recorded in the Bureau of Conveyances of the State of Hawaii as Document No. 2008-040614 as amended, and as shown on the plans thereof filed in the Bureau of Conveyances as Condominium Map No. 4598, as the same
may be amended from time to time. The description of the land set forth in the Declaration is incorporated herein by this reference. 
 EXCEPTING AND RESERVING easements through the Unit appurtenant to the common elements of the building and all other units for the support and repair of the common elements of the building and all other
units; 
 TOGETHER WITH: 
 (1) nonexclusive easements in the common elements designated for such purposes for ingress to, egress from, utility services for, and support, maintenance and repair of the Unit; in the other common
elements for use according to their respective purposes, subject always to the exclusive or limited use of the limited common elements as provided in the Condominium Declaration, and in all other units and limited common elements of said building
for support; and 
 (2) The right to use those certain limited common elements of the Project, if any, which are described in
the Condominium Declaration as being appurtenant to the Apartment, provided that such easement shall be deemed conveyed or encumbered with the Apartment even though such interest is not expressly mentioned or described in the conveyance. 

SUBJECT to easements for the encroachment by any part of the common elements of the Project now or hereafter existing thereon and for
entry as may be necessary for the operation of the Project or for making repairs therein as provided in the Declaration. 

SUBJECT, HOWEVER, to the encumbrances listed in Exhibit A to the Condominium Declaration and to the terms and provisions of the
Condominium Declaration, as well as the terms and provisions of the Bylaws of the Association of Unit Owners of Kalanipu’u dated the same date as the Declaration and recorded in the Bureau as Document No. 2008-040615, as the same may have
been or may be hereafter amended or restated from time to time (the “Bylaws”). 
 (B) «KN_5», as
established by the Condominium Declaration, in and to the common elements of the Project, including the land, as tenant in common with the holders of other undivided interests in and to said common elements. 

  

					
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 SUBJECT as to the common elements to nonexclusive easements appurtenant to all units for
ingress, egress, support and repair, and further subject to the right of all other unit owners to use the common elements of the buildings. 

II. The exclusive right to reserve or confirm and then use and occupy «KN_2» in accordance with, and subject to, that certain Kalanipu’u
Vacation Ownership Program Declaration of Covenants, Conditions and Restrictions dated February 5, 2010, recorded in the Bureau as Document No. 2010-018377, as the same have been or may be amended or otherwise modified from time (the
“Declaration”) and Reservation Procedures as defined in the Declaration, together with the right in common with owners of all other Units to use and enjoy the common elements of the Condominium during the Use Period assigned to each
Ownership Interest. 
 III. Membership in the Kalanipu’u Vacation Owners Association, a Hawaii nonprofit corporation. 

SUBJECT, HOWEVER, to all encumbrances of record and limitations, including those set
forth in the Declaration and in the Deed. 

  

					
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 MVC TRUST SAMPLE 

[UPON CLOSING OF THE PURCHASE TO WHICH THIS NOTE APPLIES, THE UNDERSIGNED HEREBY AUTHORIZE(S) CLOSING AGENT OR HOLDER TO COMPLETE THIS
NOTE BY INSERTING THE DATE OF THE NOTE AND APPLICABLE DATES FOR COMMENCEMENT OF PAYMENTS DUE HEREUNDER, THE MONTHLY PAYMENT DATE AND THE FINAL PAYMENT DATE.] 
 NOTE SECURED BY MORTGAGE 
 Interest
Numbers:                                     

MVC Trust 

			
	
US$                       
     
	  	                           
                             , 20    

 FOR VALUE RECEIVED, the undersigned
                                         
                (“Borrower(s)”) promise(s) to pay to the order of MARRIOTT OWNERSHIP RESORTS, INC. (“MORI”) (said party or any other party to
whom MORI may transfer and assign this Note and who holds this Note from time to time is hereinafter called the “Holder”), Post Office Box 8038, Lakeland, Florida 33802, or order, the principal sum of
                                         
                                         
                   U.S. Dollars (US $            ), with interest on the unpaid balance
from
                                         
               , until paid, at the rate of                     
percent per annum (        %) (calculated on the basis of a 360 day year, collected for the actual number of days principal is outstanding in any calendar year). Principal and interest shall be
payable in lawful money of the United States at the Holder’s address set forth above, or such other place as the Holder may, from time to time, designate, in consecutive monthly installments of
                                         
    U.S. Dollars (US $             ), on the          day of each month and continuing thereafter on the same day of
each month beginning                         , for a period of
             months with the remaining unpaid principal balance, together with accrued interest thereon, due and payable, if not sooner paid, on
                                         
               . 
 The indebtedness evidenced by
this Note is secured by a Mortgage, dated of even date herewith, creating a lien on the real property described therein (the “Property”). Reference is made to said Mortgage as to MORI’s/Holder’s/Lender’s rights as to
acceleration of the indebtedness evidenced by this Note. 
 Each monthly payment shall be tendered with a
$             service fee. 
 Borrower(s) shall pay to the
Holder a late charge of              percent (__%) for any monthly installment not received by the Holder within ten (10) days after the date the installment is due. 

Each payment shall be credited first to amounts due pursuant to Paragraph 2 of the Mortgage, then to advances, if any, made by the Lender
pursuant to Paragraph 7 of the Mortgage, then to the costs, fees, expenses and other amounts incurred and advanced by the Holder in the enforcement of its rights hereunder, including, without limitation, costs and reasonable attorneys’ fees
described below, then to unpaid service fees, then to interest due hereunder, then to principal due hereunder, then to unpaid late charges, if any, then to interest on any Future Advances (as defined in the Mortgage), then to principal on any Future
Advances. 
 Borrower(s) may prepay the principal amount outstanding in whole or in part. Any partial prepayment in excess of
the interest then accrued shall be applied against the principal amount outstanding but shall not postpone the due date of any subsequent monthly installments or change the amount of such installments. 

Demand, presentment, notice of dishonor, and protest are hereby waived by all makers, sureties, guarantors and endorsers hereof. This
Note shall be a joint and several obligation of all makers, sureties, guarantors and endorsers, and shall be binding upon them and their heirs, personal representatives, successors and assigns. 

At the option of the Holder, the entire unpaid principal amount outstanding and accrued interest thereon shall become due and payable
without demand or further notice to Borrower(s) upon any one of the following events of default: 
 a) failure of
Borrower(s) to pay when due any monthly installment payable hereunder which remains unpaid after a date specified in a notice (not less than fifteen (15) days from the date such notice is mailed) from the Holder to Borrower(s); 

b) failure of Borrower(s) to perform any other covenant or agreement of Borrower(s) in this Note or the Mortgage within
fifteen (15) days after the mailing of notice from the Holder to the Borrower(s) specifying the nature of such failure; and 
 c) the insolvency (however evidenced) of or the institution of proceedings in bankruptcy by or against Borrower(s). 
 The Holder may exercise this option to accelerate during any default by Borrower(s) regardless of any prior forbearance. If this Note is not paid when due, whether at maturity or by acceleration, the
Holder shall be entitled to collect all reasonable costs and expenses of collection, including, but not limited to, reasonable attorneys’ fees, whether or not action be instituted hereon, as well as actual costs of trial and appellate
proceedings. 
 In the event of any default by the Borrower(s) hereunder, Holder at its sole option, may charge the Borrower(s)
the highest interest rate allowed by law and/or pursue any and all remedies available to it under applicable law. 
 Any notice
to Borrower(s) provided for in this Note shall be deemed to have been given upon depositing same in any U.S. post office, postage prepaid, addressed to Borrower(s) at the address stated below, or to such other address as Borrower(s) may designate by
written notice to the Holder. Any notice to the Holder shall be given by mailing such notice by certified mail, return receipt requested, to the Holder at the address stated in the first paragraph of this Note, or at such other address as may have
been designated by written notice to Borrower(s). Any notice provided for in this Note shall be deemed to have been given to Borrower(s) or the Holder when given in the manner herein designated. 

THIS NOTE SHALL BE GOVERNED BY, CONSTRUED UNDER AND INTERPRETED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF FLORIDA AND
THE COURTS OF THE STATE OF FLORIDA IN THE COUNTY OF ORANGE SHALL BE THE EXCLUSIVE COURTS OF JURISDICTION AND VENUE FOR ANY LITIGATION OR OTHER PROCEEDING THAT MAY BE BASED ON, ARISE OUT OF, UNDER OR IN CONJUNCTION WITH THIS NOTE, UNLESS OTHERWISE
REQUIRED BY LAW. HOLDER AND BORROWER(S) HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT EITHER MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED ON, OR ARISING OUT OF, UNDER OR IN CONJUNCTION WITH THIS NOTE, OR ANY
COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY. THIS PROVISION IS A MATERIAL INDUCEMENT FOR HOLDER EXTENDING THE LOAN EVIDENCED BY THIS NOTE. 

Wherever possible, each provision of this Note shall be interpreted in such manner as to be effective and valid under applicable law, but
if any provision of this Note shall be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining
provisions of this Note. 
 It is the intention of Borrower(s) and Holder to conform strictly to the applicable usury laws. It
is, therefore, agreed that: (i) in the event that the maturity of this Note is accelerated by reason of an election by Holder or if this Note is prepaid prior to maturity, all unearned interest, if any, shall be canceled automatically, or, if
theretofore paid, shall either be refunded to Borrower(s) or credited to the unpaid principal amount of this Note, whichever remedy is chosen by Holder; (ii) the aggregate of all interest and other charges constituting interest under applicable
law, and contracted for, chargeable or receivable under this Note or otherwise in connection with this loan transaction shall neither exceed the maximum amount of interest, nor produce a rate in excess of the maximum non-usurious rate of interest
that Holder may charge Borrower(s) under applicable law and in regard to which Borrower(s) may not successfully assert the claim or defense of usury; and (iii) if any excess interest is provided for or collected, it shall be deemed a mistake
and the same shall either be refunded to Borrower(s) or be credited on the unpaid principal amount hereof, and this Note shall be automatically deemed reformed so as to permit only the collection of the maximum non-usurious rate and amount of
interest allowable under applicable law. 
 Time is of the essence in the performance of each and every obligation represented
by this Note. 
  

					
	Borrower/Purchaser signs here:	 		 	BORROWER’S ADDRESS:
			
	  	 		 	  
			
	  	 		 	  
			
	  	 		 	  
			
	  	 		 	 

 (Execute Original Only) 
 DOCUMENTARY STAMP TAXES HAVE BEEN PAID AND THE PROPER AMOUNTS AFFIXED TO THE MORTGAGE 







 MASSACHUSETTS SAMPLE (MVC) 
 Upon closing of the purchase to which this Note applies, the undersigned hereby authorize(s) closing agent or holder to complete this Note by inserting the date of the Note and the appropriate dates
for commencement of payments due hereunder, the monthly payment date and the final payment date. 
 NOTE SECURED BY
MORTGAGE 
 Unit No./Time-Share Estate
No(s):                         
 Custom House Leasehold Condominium 
  

			
	 US$            
	  	____________________________

 FOR VALUE RECEIVED, the undersigned
                                 (“Borrower(s)”) promise(s) to pay to
the order of MARRIOTT OWNERSHIP RESORTS, INC., (said party or any other party to whom Marriott Ownership Resorts, Inc. may transfer and assign this Note and who holds this Note from time to time is hereinafter called the “Holder”), Post
Office Box 8038, Lakeland, Florida 33802, or order, the principal sum of
                                        
U.S. Dollars (US $            ), with interest on the unpaid balance from
                        , until paid, at the rate of
                 percent per annum (            %) (calculated based on a 360-day year,
collected for the actual number of days principal is outstanding in any calendar year). Principal and interest shall be payable in lawful money of the United States at the Holder’s address set forth above, or such other place as the Holder may,
from time to time, designate, in consecutive monthly installments of
                                     U.S. Dollars (US $
            ), on the              day of each month and continuing thereafter on the same day of each month
beginning                         , for a period of
             months with the remaining unpaid principal balance, together with accrued interest thereon, due and payable, if not sooner paid, on
                                        .

 The indebtedness evidenced by this Note is secured by a Mortgage, dated of even date herewith, creating a lien on the real
property described therein (the “Property”). Reference is made to said Mortgage for rights as to acceleration of the indebtedness evidenced by this Note. 
 Each monthly payment shall be tendered with a $4.00 service fee. 
 Borrower(s)
shall pay to the Holder a late charge of six percent (6%) of any monthly installment not received by the Holder within ten (10) days after the date the installment is due. 

Each monthly payment will be applied as of its scheduled due date and shall be credited first to amounts due pursuant to Paragraph 2 of
the Mortgage, then to advances, if any, made by the Lender (as defined in the Mortgage) pursuant to Paragraph 7 of the Mortgage, then to the costs, fees, expenses and other amounts incurred and advanced by the Holder in the enforcement of its rights
hereunder and under the Mortgage, including, without limitation, costs and reasonable attorney’s fees, then to unpaid service fees, then to interest due hereunder, then to principal due hereunder, then to unpaid late charges, if any, then to
interest on any Future Advances made pursuant to Paragraph 20 of the Mortgage, and then to principal of any Future Advances made pursuant to Paragraph 20 of the Mortgage. 
 Borrower(s) may prepay the principal amount outstanding in whole or in part. Any partial prepayment in excess of the interest then accrued and any other charges then due shall be applied against the
principal amount outstanding but shall not postpone the due date of any subsequent monthly installments or change the amount of such installments. 
 Demand, presentment, notice of dishonor, and protest are hereby waived by Borrower(s) and all sureties, guarantors and endorsers hereof. This Note shall be a joint and several obligation of Borrower(s)
and all sureties, guarantors and endorsers, and shall be binding upon them and their heirs, personal representatives, successors and assigns. 
 At the option of the Holder, the entire unpaid principal amount outstanding and accrued interest thereon shall become due and payable without demand or further notice to Borrower(s) upon any one of the
following events of default: 
  

	 	a)	failure of Borrower(s) to pay when due any monthly installment payable hereunder which remains unpaid after a date specified in a notice (not less than fifteen
(15) days from the date such notice is mailed) from the Holder to Borrower(s); 

  

	 	b)	the insolvency (however evidenced) of or the institution of proceedings in bankruptcy by or against Borrower(s) as otherwise provided herein; 


 

	 	c)	any breach of the Mortgage securing this Note, including a transfer of any interest in the Property without Holder’s consent. 


The Holder may exercise this option to accelerate during any default by Borrower(s) regardless of any prior forbearance. If this Note is
not paid when due, whether at maturity or by acceleration, the Holder shall be entitled to collect all reasonable costs and expenses of collection, including, but not limited to, reasonable attorney’s fees, whether or not action be instituted
hereon, and costs of trial and appellate proceedings. 
 In the event of any default by the Borrower(s) hereunder, Holder at its
sole option, may charge the Borrower(s) interest at the rate of nineteen (19) percent per annum on any payment from Borrower(s) to the Holder which is past due and/or pursue any and all remedies available to it under applicable law. 

Any notice to Borrower(s) provided for in this Note shall be deemed to have been given upon depositing same in any U.S. post office,
postage prepaid, addressed to Borrower(s) at the address stated below, or to such other address as Borrower(s) may designate by written notice to the Holder. Any notice to the Holder shall be given by mailing such notice by certified mail, return
receipt requested, to the Holder at the address stated in the first paragraph of this Note, or at such other address as may have been designated by written notice to Borrower(s). Any notice provided for in this Note shall be deemed to have been
given to Borrower(s) or the Holder when given in the manner herein designated. 
 THIS NOTE SHALL BE GOVERNED BY, CONSTRUED
UNDER AND INTERPRETED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF MASSACHUSETTS AND THE COURTS OF THE STATE OF MASSACHUSETTS IN THE COUNTY OF SUFFOLK SHALL BE THE EXCLUSIVE COURTS OF JURISDICTION AND VENUE FOR ANY LITIGATION OR OTHER
PROCEEDING THAT MAY BE BASED ON, ARISE OUT OF, UNDER OR IN CONJUNCTION WITH THIS NOTE. HOLDER AND BORROWER(S) HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT EITHER MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED ON,
OR ARISING OUT OF, UNDER OR IN CONJUNCTION WITH THIS NOTE, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY. THIS PROVISION IS A MATERIAL INDUCEMENT FOR HOLDER EXTENDING THE LOAN EVIDENCED
BY THIS NOTE. 
 Wherever possible, each provision of this Note shall be interpreted in such manner as to be effective and
valid under applicable law, but if any provision of this Note shall be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of
such provision of the remaining provisions of this Note. 
 It is the intention of Borrower(s) and Holder to conform strictly to
the applicable usury laws. It is, therefore, agreed that (i) in the event that the maturity of this Note is accelerated by reason of an election by Holder or if this Note is prepaid prior to maturity, all unearned interest, if any, shall be
canceled automatically, or, if theretofore paid, shall either be refunded to Borrower(s) or credited to the unpaid principal amount of this Note, whichever remedy is chosen by Holder; (ii) the aggregate of all interest and other charges
constituting interest under applicable law, and contracted for, chargeable or receivable under this Note or otherwise in connection with this loan transaction shall never exceed the maximum amount of interest, nor produce a rate in excess of the
maximum non-usurious rate of interest, that Holder may charge Borrower(s) under applicable law and in regard to which Borrower(s) may not successfully assert the claim or defense of usury; and (iii) if any excess interest is provided for or
collected, it shall be deemed a mistake and the same shall either be refunded to Borrower(s) or credited on the unpaid principal amount hereof, and this Note shall be automatically deemed reformed so as to permit only the collection of the maximum
non-usurious rate and amount of interest allowable under applicable law. 
 Time is of the essence in the performance of each
and every obligation represented by this Note. 
 IN WITNESS WHEREOF, Borrower(s) has/have executed this Note as an instrument
under seal. 
 BORROWER’S ADDRESS: 
  

					
	  	 		 	  
		 		 	Borrower/Purchaser signs here
			
	  	 		 	  
		 		 	Borrower/Purchaser signs here
			
	  	 		 	  
		 		 	Borrower/Purchaser signs here
			
	  	 		 	  
		 		 	Borrower/Purchaser signs here

 (Execute Original Only) 







 MASSACHUSETTS SAMPLE (MVC) 
 Upon closing of the purchase to which this Mortgage applies, the undersigned hereby authorize(s) closing agent to complete this Mortgage by inserting the appropriate date of the Mortgage and to
complete, as necessary, the recording information relating to the documents by which the Time-Share Estate(s) being encumbered by this Mortgage was(were) created. 
 MORTGAGE 
 THIS MORTGAGE is made as of
                            , between the
Mortgagor(s),                                       
                                  (herein “Borrower(s)”), whose address
is
                                         
                                       , and the
Mortgagee, MARRIOTT OWNERSHIP RESORTS, INC., a Delaware corporation, the address of which is Post Office Box 24747, Lakeland, Florida 33802 (said party, its successors and assigns is herein called “Lender”). 

WHEREAS, Borrower(s) is/are indebted to Lender in the principal sum of
                                         
                            U.S. Dollars
(US$            ), which indebtedness is evidenced by Borrower’s Note of even date herewith (herein “Note”), providing for monthly installments of principal and
interest, with the balance of indebtedness, if not sooner paid, due and payable              months from the date hereof. 

TO SECURE to Lender (a) the repayment of the indebtedness evidenced by the Note, with interest thereon, the payment of all
other sums, with interest thereon, advanced in accordance herewith to protect the security of this Mortgage, and the performance of the covenants and agreements of Borrower(s) herein contained, and (b) the repayment of any future advances, with
interest thereon, made to Borrower(s) by Lender pursuant to Paragraph 20 hereof (herein “Future Advances”), Borrower(s) does hereby mortgage, grant and convey to Lender and Lender’s successors and assigns with Mortgage Covenants, the
following described property located in the County of Suffolk, Commonwealth of Massachusetts: 
 The Time-Share Estate numbered
                     in Unit Numbers(s)
                     all as contained in the Grant of Time-Share Lease from Lender, as grantor, to Borrower(s), as grantee, of even date with
this Mortgage and recorded herewith. Said Time-Share Estate(s) is/are in the Custom House Leasehold Condominium created by the Leasehold Master Deed and Time-Share Instrument dated December 12, 1996, and recorded with the Suffolk County
Registry of Deeds in Book 21068 at Page 001, as it may have been amended from time to time (the “Master Deed”). 

And Also, all of the rights, privileges, easements, and interests in common areas appertaining to the above-described property as
set forth in the Master Deed and the Operating Agreement and By-Laws of Custom House Leasehold Condominium Association, LLC. 

TO HAVE AND TO HOLD unto Lender and Lender’s successors and assigns, forever, together with all the improvements now or
hereafter erected on the property, and all easements, rights, appurtenances, rents, royalties, mineral, oil and gas rights and profits, water, water rights, and water stock, and all fixtures now or hereafter attached to the property, all of which,
including replacements and additions thereto, shall be deemed to be and remain a part of the property covered by this Mortgage; and all of the foregoing, together with said property are herein referred to as the “Property”. 

Borrower(s) covenants that Borrower(s) is/are lawfully seized of the estate hereby conveyed and has the right to mortgage, grant and
convey the Property, that the Property is unencumbered, and that Borrower will warrant and defend generally the title to the Property against all claims and demands, subject to any declarations, easements or restrictions listed in a schedule of
exceptions to coverage in any title insurance policy insuring Lender’s interest in the Property. 
  

			
	Return To:	  	 MARRIOTT OWNERSHIP RESORTS, INC.
 PO BOX 24747
 LAKELAND, FLORIDA 33802



  

					
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	455971-3 06.22.09	  		  	









 Borrower(s) and Lender covenant and agree as follows: 

1. Payment of Principal, Interest, Late Charges and Service Fees. Borrower(s) shall promptly pay when due the principal of and
interest on the indebtedness evidenced by the Note, late charges as provided in the Note, reasonable service charges imposed by Lender for servicing the loan account and the principal of and interest on any Future Advances secured by this Mortgage.

 2. Funds for Condominium Assessments and Insurance. Subject to applicable law, upon written request by Lender to
Borrower(s), Borrower(s) shall pay to Lender on the day when monthly installments of principal and interest are payable under the Note, until the Note is paid in full, a sum (herein “Funds”) equal to one-twelfth of the annual maintenance
fee and other charges due under the Master Deed (herein “Condominium Assessments”), or such other amounts or for such other periods other than monthly, e.g., quarterly or one-fourth, etc., all as reasonably estimated initially and from
time to time by Lender on the basis of assessments and bills and reasonable estimates thereof. 
 If Lender exercises the
foregoing right, the Funds shall be held in an institution the deposits or accounts of which are insured or guaranteed by a Federal or state agency. Lender shall apply the Funds to pay said Condominium Assessments. Lender may not charge for so
holding and applying the Funds, analyzing said account, or verifying and compiling said assessments and bills, unless Lender pays to Borrower(s) interest on the Funds and applicable law permits Lender to make such a charge. Unless applicable law
requires, Lender shall not be required to pay Borrower(s) any interest or earnings on the Funds. Lender shall give to Borrower(s), without charge, an annual accounting of the Funds showing credits and debits to the Funds and the purposes for which
each debit to the Funds was made. The Funds are hereby pledged as additional security for the sums secured by this Mortgage. 

If the amount of the Funds held by Lender, together with the future monthly installments of Funds payable prior to the due dates of
taxes, assessments, and Condominium Assessments shall exceed the amount required to pay such Condominium Assessments as they fall due, such excess shall be, at Borrower’s option, either promptly repaid to Borrower(s) or credited to Borrower(s)
future monthly installments of Funds. If the amount of the Funds held by Lender shall not be sufficient to pay Condominium Assessments as they fall due, Borrower(s) shall pay to Lender any amount necessary to make up the deficiency within thirty
(30) days from the date of a notice mailed by Lender to Borrower(s) requesting payment thereof. 
 Upon payment in full of
all sums secured by this Mortgage, Lender shall promptly refund to Borrower(s) any Funds held by Lender. If under Paragraph 18 hereof the Property is sold or the Property is otherwise acquired by Lender, Lender shall apply, no later than immediately
prior to the sale of the Property or its acquisition by Lender, any Funds then held by Lender as a credit against the sums secured by this Mortgage. 
 3. Application of Payments. Except as otherwise provided by applicable law, all payments accepted and applied by Lender under the Note and Paragraphs 1 and 2 hereof, shall be applied in the
following order of priority: (a) first to amounts due pursuant to Paragraph 2 hereof; (b) then to advances, if any, made by Lender pursuant to Paragraph 7 hereof; (c) then to costs, fees, expenses and other amounts incurred and
advanced by the Lender in the enforcement of its rights under the Note and this Mortgage, including, without limitation, costs and reasonable attorneys’ fees; (d) then to unpaid service fees due under the Note; (e) then to interest
due on the Note; (f) then to principal due under the Note; (g) then to unpaid late charges due under the Note, if any; (h) then to interest due on any Future Advances made pursuant to Paragraph 20 hereof; and, (i) then to
principal due on any Future Advances made pursuant to Paragraph 20 hereof. 
 4. Charges; Liens. Borrower(s) shall
promptly pay, when due, all Condominium Assessments imposed by Custom House Leasehold Condominium Association, LLC or other governing body of Custom House Leasehold Condominium (the “Condominium Association”) pursuant to the provisions of
the Master Deed, operating agreement and by-laws, rules and regulations or other constituent documents of Custom House Leasehold Condominium. 
 Borrower(s) shall pay all charges, fines and impositions attributable to the Property which may attain a priority over this Mortgage, in the manner provided under Paragraph 2 hereof or, if not paid in
such manner, by Borrower(s) making payment, when due, directly to the payee thereof. Borrower(s) shall promptly furnish to Lender all notices of amounts due under this Paragraph, and in the event Borrower(s) shall make payment directly, Borrower(s)
shall promptly furnish to Lender receipts evidencing such payments. Borrower(s) shall promptly discharge any lien which has priority over this Mortgage; provided, that Borrower(s) shall not be required to discharge any such lien so long as
Borrower(s) shall agree in writing to the payment of the obligation secured by such lien in a manner acceptable to Lender and, if requested by Lender, immediately post with Lender an amount necessary to satisfy said obligation, or shall in good
faith contest such lien by, or defend enforcement of such lien in, legal proceedings which operate to prevent the enforcement of the lien or forfeiture of the Property or any part thereof and, if requested by Lender, immediately post with Lender an
amount necessary to satisfy said obligation. 
 5. Hazard Insurance. Borrower(s) shall keep the improvements now existing
or hereafter erected on the Property insured against loss by fire, hazards included within the term “extended coverage”, and such other hazards as Lender may require and in such amounts and for such periods as Lender may require; provided,
that Lender shall not require that the amount of such coverage exceed that amount of coverage required to pay the sums secured by this Mortgage. This obligation shall be deemed satisfied so long as the Condominium Association maintains a
“master” or “blanket” policy in accordance with the terms hereof. 

  

					
		  	Page 2	  	
	455971-3 06.22.09	  		  	









 The insurance carrier providing the insurance shall be chosen by Borrower(s) or the
Condominium Association subject to approval by Lender; provided, that such approval shall not be unreasonably withheld. If required, all premiums on insurance policies shall be paid in the manner provided under Paragraph 2 hereof, or, if not paid in
such manner, by Borrower(s) or the Condominium Association making payment, when due, directly to the insurance carrier. 
 All
insurance policies and renewals thereof shall be in a form acceptable to Lender and shall include a standard mortgage clause in favor of and in a form acceptable to Lender. Borrower(s) shall give Lender prompt notice of any lapse in hazard insurance
coverage. In the event of loss, Borrower(s) shall give prompt notice to the insurance carrier and Lender. Lender may make proof of loss if not made promptly by Borrower(s). 
 Pursuant to the terms of the Master Deed, insurance proceeds shall be applied to restoration or repair of the Property damaged, whether the unit or the common elements. To the extent such insurance
proceeds exceed the cost of such restoration or repair and the Board of Directors of the Condominium Association decides to disburse such excess, Borrower’s share of such excess shall be applied to the sums secured by this Mortgage, with the
excess, if any, paid to Borrower(s). 
 Unless Lender and Borrower(s) otherwise agree in writing, any such application of
proceeds to principal shall not exceed or postpone the due date of the monthly installments referred to in Paragraphs 1 and 2 hereof or change the amount of such installments. If under Paragraph 18 hereof the Property is acquired by Lender, all
right, title and interest of Borrower(s) in and to any insurance policies and in and to any excess insurance proceeds thereof from damage to the Property prior to the sale or acquisition shall pass to Lender to the extent of the sums secured by this
Mortgage immediately prior to such sale or acquisition. 
 6. Preservation and Maintenance of Property; Condominium.
Borrower(s) shall keep the Property in good repair and shall not commit waste or permit impairment or deterioration of the Property. Borrower(s) shall perform all of Borrower’s obligations under the Master Deed, the operating agreement and
by-laws and rules and regulations of the Condominium Association, and constituent documents. Borrower(s) shall take such actions as may be reasonable to insure that the Condominium Association maintains a public liability insurance policy acceptable
in form, amount, and extent of coverage to Lender. If a Condominium rider is executed by Borrower and recorded together with the Mortgage, the covenants and agreements of such rider shall be incorporated into and amend and supplement the covenants
and agreements of this Mortgage as if the rider were a part hereof. 
 7. Protection of Lender’s Security. If
Borrower(s) fail(s) to perform the covenants and agreements contained in this Mortgage, or if any action or proceeding is commenced which materially affects Lender’s interest in the Property, including, but not limited to, eminent domain,
insolvency, code enforcement, or arrangements or proceedings involving a bankrupt or decedent, then Lender at Lender’s option, upon notice to Borrower(s), may make such appearances, disburse such sums and take such action as is necessary to
protect Lender’s interest, including, but not limited to, disbursement of funds to pay reasonable attorneys’ fees and entry upon the Property to make repairs. 
 Any amounts disbursed by Lender pursuant to this Paragraph 7, with interest thereon, shall become additional indebtedness of Borrower(s) secured by this Mortgage. Unless Borrower(s) and Lender agree to
other terms or payment, such amount shall be payable upon notice from Lender to Borrower(s) requesting payment thereof, and shall bear interest from the date of disbursement at the rate payable from time to time on outstanding principal under the
Note unless payment of interest at such rate would be contrary to applicable law, in which event such amounts shall bear interest at the highest rate permissible under applicable law. Nothing contained in this Paragraph 7 shall require Lender to
incur any expense or take any action hereunder. 
 8. Inspection. Lender may make or cause to be made reasonable entries
upon and inspections of the Property, provided that Lender shall give Borrower(s) notice prior to any such inspection specifying reasonable cause therefore related to Lender’s interest in the Property. 

9. Condemnation. The proceeds of any award or claim for damages, direct or consequential, payable to Borrower(s) in connection
with any condemnation or other taking of all or any part of the Property, whether of the unit or the common elements or for any conveyance in lieu of condemnation, pursuant to the terms of the Master Deed, are hereby assigned and shall be paid to
Lender and applied to the sums secured by this Mortgage. 
 Unless Lender and Borrower(s) otherwise agree in writing, any such
application of proceeds to principal shall not extend or postpone the due date of the monthly installments referred to in Paragraphs 1 and 2 hereof or change the amount of such installments. 

10. Borrower(s) Not Released. Extension of the time for payment or modification of amortization of the sums secured by this
Mortgage granted by Lender to any successor in interest of Borrower(s) shall not operate to release, in any manner, the liability of the original Borrower(s) and Borrower’s successors in interest. Lender shall not be required to commence
proceedings against such successor or refuse to extend time for payment or otherwise modify amortization of the sums secured by this Mortgage by reason of any demand made by the original Borrower(s) and Borrower’s successors in interest.

 11. Forbearance by Lender Not a Waiver. Any forbearance by Lender in exercising any right or remedy hereunder, or
otherwise afforded by applicable law, shall not be a waiver of or preclude the exercise of any such right or remedy. The procurement of insurance or the payment of taxes or other liens or charges by Lender, or any other action taken by Lender to
protect its interest in the Property shall not be a waiver of Lender’s right to accelerate the maturity of the indebtedness secured by this Mortgage. 

  

					
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	455971-3 06.22.09	  		  	









 12. Remedies Cumulative. All remedies provided in this Mortgage are distinct and
cumulative to any other right or remedy under this Mortgage or afforded by law or equity, and may be exercised concurrently, independently or successively. 
 13. Successors and Assigns Bound; Joint and Several Liability; Captions. Subject to the terms and provisions of Paragraph 17 below, the covenants and agreements herein contained shall bind, and the
rights hereunder shall inure to, the respective successors and assigns of Lender and Borrower(s). All covenants and agreements of Borrower(s) shall be joint and several. The captions and headings of the Paragraphs of this Mortgage are for
convenience only and are not to be used to interpret or define the provisions hereof. 
 14. Notice. Except for any
notice required under applicable law to be given in another manner, (a) any notice to Borrower(s) provided for in this Mortgage shall be given by mailing such notice by U.S. Mail, postage prepaid, addressed to Borrower(s) at the Borrower’s
address as set forth in the Note, or at such other address as Borrower(s) may designate by notice to Lender as provided herein, and (b) any notice to Lender shall be given by certified mail, return receipt requested, to Lender’s address
stated herein or to such other address as Lender may designate by notice to Borrower(s) as provided herein. Any notice provided for in this Mortgage shall be deemed to have been given to Borrower(s) or Lender when given in the manner designated
herein. 
 15. Governing Law; Severability. This Mortgage shall be governed by the laws of the state where the Property
is located. In the event that any provision or clause of this Mortgage or the Note conflicts with applicable law, such conflict shall not affect other provisions of this Mortgage or the Note which can be given effect without the conflicting
provision, and to this end the provisions of the Mortgage and the Note are declared to be severable. 
 16. Borrower’s
Copy. Borrower(s) shall be furnished a copy of the Note and of this Mortgage at the time of execution or after recordation hereof. 
 17. Transfer of the Property; Assumption. If all or any part of the Property or an interest therein is sold (or leased with an option to purchase) or transferred by Borrower(s) without
Lender’s prior written consent, excluding (a) a transfer by devise, descent or by operation of law upon the death of a joint tenant, (b) the grant of any leasehold interest of three (3) years or less not containing an option to
purchase, or (c) the creation of a lien or encumbrance subordinate to this Mortgage, Lender may, at Lender’s option, declare all the sums secured by this Mortgage to be immediately due and payable. Lender shall have waived such option to
accelerate if, and only if, prior to the sale or transfer, Lender and the person to whom the Property is to be sold or transferred reach agreement in writing that the credit of such person is satisfactory to Lender, that the interest payable on the
sums secured by this Mortgage shall be at such rate as Lender shall request, and that such person assumes all of the Borrower(s) obligations under the Note and this Mortgage (as so modified). If Lender has waived the option to accelerate provided in
this Paragraph 17, and if Borrower’s successor in interest has executed a written assumption agreement accepted in writing by Lender, Lender shall release Borrower(s) from all obligations under this Mortgage and the Note. 

If Lender exercises such option to accelerate, Lender shall mail Borrower(s) notice of acceleration in accordance with Paragraph 14
hereof. Such notice shall provide a period of not less than fifteen (15) days from the date the notice is mailed within which Borrower(s) may pay the sums declared due. If Borrower(s) fails to pay such sums prior to the expiration of such
period, Lender may, without further notice or demand on Borrower(s), invoke any remedies permitted by Paragraph 18 hereof. 

18. Acceleration; Remedies. Lender shall give notice to Borrower(s) prior to acceleration following the breach by Borrower(s) of
any covenant or agreement in this Mortgage (but not prior to acceleration under Paragraph 17 unless applicable law provides otherwise). The notice shall specify: (a) the default; (b) the action required to cure the default; (c) a
date, not less than 15 days from the date the notice is given to Borrower(s), by which the default must be cured; and (d) that failure to cure the default on or before the date specified in the notice may result in acceleration of the sums
secured by this Mortgage and sale of the Property. The notice shall further inform Borrower(s) of the right to reinstate after acceleration and the right to bring a court action to assert the non-existence of a default or any other defense of
Borrower(s) to acceleration and sale. If the default is not cured on or before the date specified in the notice, Lender at its option may require immediate payment in full of all sums secured by this Mortgage without further demand and may invoke
the STATUTORY POWER OF SALE and any other remedies permitted by applicable law. Lender shall be entitled to collect all expenses incurred in pursuing the remedies provided in this Paragraph 18, including, but not limited to, reasonable
attorneys’ fees and costs of title evidence. 
 If Lender invokes the STATUTORY POWER OF SALE, Lender shall mail a copy of
a notice of sale to Borrower(s), and to other persons prescribed by applicable law, in the manner provided by applicable law. Lender shall publish the notice of sale, and the Property shall be sold in the manner prescribed by applicable law at one
of the following locations: (a) the Property; (b) the office of the Lender’s attorney located in Boston, Massachusetts; or (c) the office of First American Title Insurance Company located in Boson, Massachusetts. Lender or its
designee may purchase the Property at any sale. The proceeds of the sale shall be applied in the following order: (a) to all expenses of the sale, including, but not limited to, reasonable attorneys’ fees; (b) to all sums secured by
this Mortgage; and (c) any excess to the person or persons legally entitled to it. 
 19. Assignment of Rents;
Appointment of Receiver. As additional security hereunder, Borrower(s) hereby assigns to Lender the rents of the Property, provided that Borrower(s) shall, prior to acceleration under Paragraph 18 hereof or abandonment of the Property, have the
right to collect and retain such rents as they become due and payable. Notwithstanding the foregoing, in the event Borrower(s) is 

  

					
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	455971-3 06.22.09	  		  	









 
denied occupancy of the Property for failure to pay Condominium Assessments and the Condominium Association, or its designee, rents the Property pursuant to the provisions of the Master Deed, the
income derived therefrom shall be distributed in accordance with the provisions of Section 27 of the Master Deed. The Condominium Association, or its designee, is authorized and entitled to rely conclusively upon written statements furnished to
it by Lender regarding the amounts due under the Note and secured by this Mortgage. 
 Upon acceleration or abandonment of the
Property, Lender shall be entitled without notice, to enter upon, take possession of and manage the Property and to collect the rents of the Property, including those past due. All rents collected shall be applied first to payment of the costs of
management of the Property and collection of rents, including, but not limited to, management fees, court costs, and reasonable attorneys’ fees and then to the sums secured by this Mortgage. The Lender shall be liable to account only for those
rents actually received. Borrower(s) shall not be entitled to possession or use of the Property after abandonment or after the Lender has accelerated the balance due. Alternatively, Lender may seek the appointment of a receiver to manage and
collect rents from the Property. If a receiver is appointed, any income from rents from the Property shall be applied first to the costs of receivership, and then in the order set forth above. 

20. Future Advances. Upon request by Borrower(s), Lender, at Lender’s option, may make Future Advances to Borrower(s). Such
Future Advances, with interest thereon, shall be evidenced by promissory notes which shall be secured by amendments to this Mortgage. At no time shall the principal amount of the indebtedness secured by this Mortgage, not including sums advanced in
accordance herewith to protect the security of this Mortgage, exceed one hundred fifty percent (150%) of the original amount of the Note. 
 21. Lender’s Prior Consent. Borrower(s) shall not, except after notice to Lender and with Lender’s prior written consent, either partition or subdivide the Property or consent to:

 (i) The abandonment or termination of Custom House Leasehold Condominium, except for abandonment or termination required by
law in the case of substantial destruction by fire or other casualty or in the case of a taking by condemnation or eminent domain; 
 (ii) any amendment to any provision of the Master Deed, Operating Agreement and By-Laws or Rules and Regulations of the Condominium Association, or equivalent constituent documents of Custom House
Leasehold Condominium; or 
 (iii) any action which would have the effect of rendering the insurance coverage maintained by the
Condominium Association unacceptable to Lender. 
 22. Sale of Note; Change of Loan Servicer. The Note or a partial
interest in the Note (together with this Mortgage) may be sold one or more times without prior notice to Borrower(s) A sale may result in a change in the entity (known as the “Loan Servicer”) that collects monthly payments due under the
Note and this Mortgage. There also may be one or more changes of the Loan Servicer unrelated to a sale of the Note. If there is a change of the Loan Servicer, Borrower(s) will be given written notice of the change in accordance with Paragraph 14
above and applicable law. The notice will state the name and address of the new Loan Servicer and the address to which payments should be made. The notice will also contain any other information required by applicable law. 

23. Release. Upon payment of all sums secured by this Mortgage, Lender shall discharge this Mortgage. Borrower(s) shall pay any
recordation costs, Lender’s administrative charges and other expenses incurred in connection with such discharge. 
 24.
Waivers. Borrower(s) waives all rights of homestead exemption in the Property and relinquishes all rights of curtesy and dower in the Property. 
 25. Attorneys’ Fees. As used in this Mortgage and in the Note, “attorneys’ fees” shall include attorneys’ fees, if any, and related costs incurred by Lender in the
enforcement of its rights under the Note and/or Mortgage, whether or not legal action is instituted, and any fees and costs of trial and appellate proceedings. 
 26. Power of Sale. This Mortgage is upon the Statutory Condition for breach of which Mortgagee shall have the Statutory Power of Sale. 
 IN WITNESS WHEREOF, Borrower(s) has/have executed this Mortgage as an instrument under seal. 
  

	
	  
	Mortgagor
	
	  
	Mortgagor
	
	  
	Mortgagor
	
	  
	Mortgagor


  

					
		  	Page 5	  	
	455971-3 06.22.09	  		  	









 (ACKNOWLEDGMENT IF MORTGAGORS SIGN BEFORE NOTARIES IN MASSACHUSETTS) 

ACKNOWLEDGMENT 
 COMMONWEALTH OF
MASSACHUSETTS 
 COUNTY OF
                                 

On this              day of
                    , 20__, before me, the undersigned notary public, personally appeared
                             and
                             (insert names of document signer), proved to me through satisfactory
evidence of identification, which was                          (insert type of identification provided) to be the persons
whose names are signed on the preceding or attached document, and acknowledged to me that he/she/they signed it voluntarily for its stated purpose. 
  

	
	  
	NOTARY PUBLIC
	
	My Commission Expires:


 (ADDITIONAL ACKNOWLEDGMENT IF MORTGAGORS SIGN BEFORE DIFFERENT NOTARIES IN MASSACHUSETS)

 ACKNOWLEDGMENT 

COMMONWEALTH OF MASSACHUSETTS 
 COUNTY OF
                                 

On this              day of
                    , 20__, before me, the undersigned notary public, personally appeared
                     (insert name of document signer), proved to me through satisfactory evidence of identification, which was
                             (insert type of identification provided) to be the person whose name is
signed on the preceding or attached document, and acknowledged to me that he/she signed it voluntarily for its stated purpose. 
  

	
	  
	NOTARY PUBLIC
	
	My Commission Expires:


 (ADDITIONAL ACKNOWLEDGMENT IF MORTGAGORS SIGN BEFORE NOTARIES OUTSIDE MASSACHUSETTS)

  

			
	 STATE OF
                                

COUNTY OF
                            
	  	 )
 )


 This Mortgage was acknowledged before me this
                             by
                                        ,
                                        ,
                                         
    and                             , as his/her/their free act and deed. The
foregoing person(s) personally appeared before me and (i) is (are) personally known to me or (ii) has (have) produced
                             [list type of identification] as identification. 

 

	
	  
	(Print Name:                         
                                         
    )
	NOTARY PUBLIC
	My Commission Expires:



  

					
		  	Page 6	  	
	455971-3 06.22.09	  		  	









 MISSOURI SAMPLE (MVC) 

[UPON CLOSING OF THE PURCHASE TO WHICH THIS NOTE APPLIES, THE UNDERSIGNED HEREBY AUTHORIZE(S) CLOSING AGENT OR HOLDER TO COMPLETE THIS
NOTE BY INSERTING THE DATE OF THE NOTE AND APPLICABLE DATES FOR COMMENCEMENT OF PAYMENTS DUE HEREUNDER, THE MONTHLY PAYMENT DATE AND THE FINAL PAYMENT DATE.] 
 NOTE SECURED BY DEED OF TRUST 
 Unit No./Unit Week
No(s):                                 

HAB Condominium 
 US$                         

            , 20     

FOR VALUE RECEIVED, the undersigned             
(“Borrower(s)”) promise(s) to pay to the order of MARRIOTT OWNERSHIP RESORTS, INC., (said party or any other party to whom Marriott Ownership Resorts, Inc. may transfer and assign this Note and who holds this Note from time to time is
hereinafter called the “Holder”), Post Office Box 8038, Lakeland, Florida 33802, or order, the principal sum of              U.S. Dollars (US
$            ), with interest on the unpaid balance from             , until paid, at the rate of
             percent per annum (            %). (calculated on the basis of a 360 day year, collected for the
actual number of days principal is outstanding in any calendar year.) Principal and interest shall be payable in lawful money of the United States at the Holder’s address set forth above, or such other place as the Holder may, from time to
time, designate, in consecutive monthly installments of              U.S. Dollars (US $             ), on the
             day of each month and continuing thereafter on the same day of each month beginning             , for
a period of              months with the remaining unpaid principal balance, together with accrued interest thereon, due and payable, if not sooner paid, on
            . 
 The indebtedness evidenced by this Note is
secured by a Deed of Trust dated of even date herewith, creating a lien on the real property described therein (the “Property”). Reference is made to said Deed of Trust for rights as to acceleration of the indebtedness evidenced by this
Note. 
 Each monthly payment shall be tendered with a
$             service fee. 
 Borrower(s) shall pay to the
Holder a late charge of five percent (5%) of the installment due or $15.00, whichever is greater, not to exceed $50.00 for any monthly installment not received by the Holder within fifteen (15) days after the date the installment is due.
The late charge will be deducted from the next payment received. 
 Each payment shall be credited first to amounts due pursuant
to Paragraph 2 of the Deed of Trust, then to advances, if any, made by the Holder pursuant to Paragraph 7 of the Deed of Trust, then to the costs, fees, expenses and other amounts incurred and advanced by the Holder in the enforcement of its rights
hereunder, including, without limitation, costs and reasonable attorney’s fees, then to unpaid service fees, then to interest due hereunder, then to principal due hereunder, then to unpaid late charges, if any, then to interest on any Future
Advances made pursuant to Paragraph 20 of the Deed of Trust, then to principal on any Future Advances. 
 Borrower(s) may prepay
the principal amount outstanding in whole or in part. Any partial prepayment in excess of the interest then accrued shall be applied against the principal amount outstanding but shall not postpone the due date of any subsequent monthly installments
or change the amount of such installments. 
 Demand, presentment, notice of dishonor, and protest are hereby waived by
Borrower(s) all makers, sureties, guarantors and endorsers hereof. This Note shall be a joint and several obligation of Borrower(s), all makers, sureties, guarantors and endorsers, and shall be binding upon them and their heirs, personal
representatives, successors and assigns. 
 At the option of the Holder, the entire unpaid principal amount outstanding and
accrued interest thereon shall become due and payable without demand or further notice to Borrower(s) upon any one of the following events of default: 
  

	 	a)	failure of Borrower(s) to pay when due any monthly installment payable hereunder which remains unpaid after a date specified in a notice (not less than fifteen
(15) days from the date such notice is mailed) from the Holder to Borrower(s); 

  

	 	b)	failure of Borrower(s) to perform any other covenant or agreement of Borrower(s) in this Note or the Deed of Trust within fifteen (15) days after the mailing of
notice from the Holder to the Borrower(s) specifying the nature of such failure; and 

  

	 	c)	the insolvency (however evidenced) of or the institution of proceedings in bankruptcy by or against Borrower(s) as otherwise provided herein. 


The Holder may exercise this option to accelerate during any default by Borrower(s) regardless of any prior forbearance. If this Note is
not paid when due, whether at maturity or by acceleration, the Holder shall be entitled to collect all reasonable costs and expenses of collection, including, but not limited to, reasonable attorney’s fees (not to exceed fifteen (15%) of
the balance due and payable), whether or not action be instituted hereon, and costs of foreclosure and costs of trial and appellate proceedings. 
 In the event of any default by the Borrower(s) hereunder, Holder at its sole option, may charge the Borrower(s) the highest interest rate allowed by law and/or pursue any and all remedies available to it
under applicable law. 
 Any notice to Borrower(s) provided for in this Note shall be deemed to have been given upon depositing
same in any U.S. post office, postage prepaid, addressed to Borrower(s) at the address stated below, or to such other address as Borrower(s) may designate by written notice to the Holder. Any notice to the Holder shall be given by mailing such
notice by certified mail, return receipt requested, to the Holder at the address stated in the first paragraph of this Note, or at such other address as may have been designated by written notice to Borrower(s). Any notice provided for in this Note
shall be deemed to have been given to Borrower(s) or the Holder when given in the manner herein designated. 
 THIS NOTE
SHALL BE GOVERNED BY, CONSTRUED UNDER AND INTERPRETED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF MISSOURI AND THE COURTS OF THE STATE OF MISSOURI IN THE COUNTY OF TANEY SHALL BE THE EXCLUSIVE COURTS OF JURISDICTION AND VENUE FOR ANY
LITIGATION OR OTHER PROCEEDING THAT MAY BE BASED ON, ARISE OUT OF, UNDER OR IN CONJUNCTION WITH THIS NOTE, UNLESS OTHERWISE REQUIRED BY LAW. HOLDER AND BORROWER(S) HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT EITHER MAY HAVE TO A
TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED ON, OR ARISING OUT OF, UNDER OR IN CONJUNCTION WITH THIS NOTE, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY. THIS PROVISION IS A MATERIAL
INDUCEMENT FOR HOLDER EXTENDING THE LOAN EVIDENCED BY THIS NOTE. 
 Wherever possible, each provision of this Note shall be
interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Note shall be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or
invalidity, without invalidating the remainder of such provision or the remaining provisions of this Note. 
 It is the
intention of Borrower(s) and Holder to conform strictly to the applicable usury laws. It is, therefore, agreed that (i) in the event that the maturity of this Note is accelerated by reason of an election by Holder or if this Note is prepaid
prior to maturity, all unearned interest, if any, shall be canceled automatically, or, if theretofore paid, shall either be refunded to Borrower(s) or credited to the unpaid principal amount of this Note, whichever remedy is chosen by Holder;
(ii) the aggregate of all interest and other charges constituting interest under applicable law, and contracted for, chargeable or receivable under this Note or otherwise in connection with this loan transaction shall neither exceed the maximum
amount of interest, nor produce a rate in excess of the maximum non-usurious rate of interest that Holder may charge Borrower(s) under applicable law and in regard to which Borrower(s) may not successfully assert the claim or defense of usury; and
(iii) if any excess interest is provided for or collected, it shall be deemed a mistake and the same shall either be refunded to Borrower(s) or be credited on the unpaid principal amount hereof, and this Note shall be automatically deemed
reformed so as to permit only the collection of the maximum non-usurious rate and amount of interest allowable under applicable law. 
 Time is of the essence in the performance of each and every obligation represented by this Note. 
  

	
	BORROWER’S ADDRESS:
	
	  
	Borrower/Purchaser signs here
	
	  
	Borrower/Purchaser signs here
	
	  
	Borrower/Purchaser signs here
	
	  
	Borrower/Purchaser signs here

 (Execute Original Only) 

  
 443996-2 (07.02.09)









 MISSOURI SAMPLE (MVC) 
 UPON CLOSING OF THE PURCHASE TO WHICH THIS DEED OF TRUST APPLIES, THE UNDERSIGNED HEREBY AUTHORIZE(S) CLOSING AGENT TO COMPLETE THIS DEED OF TRUST BY INSERTING THE APPROPRIATE DATE OF THE DEED OF TRUST
AND TO COMPLETE, AS NECESSARY, THE RECORDING INFORMATION RELATING TO THE DOCUMENTS BY WHICH THE TIMESHARE ESTATE(S) BEING ENCUMBERED BY THIS DEED OF TRUST WAS (WERE) CREATED. 
 DEED OF TRUST 
 THIS DEED OF TRUST is made and entered into on this
             day of             , 20     , between
            , (herein “Borrower(s)”), as Grantors, whose post office address is c/o Marriott Resorts Hospitality Corporation, P. O. Box 8038, Lakeland, Florida 33802,
County of Polk, State of Florida, and Hogan Land Title Co., as Trustee, whose address is 1605 E. Sunshine Street, Springfield, Missouri 65804, and MARRIOTT OWNERSHIP RESORTS, INC., a Delaware corporation, the address of which is Post Office
Box 8038, Lakeland, Florida 33802 (said party, its successors and assigns is herein called “Lender”), as Beneficiary. 

WITNESSETH, That the said Borrower, in consideration of the debt and trust hereinafter mentioned and created, and the sum of One Dollar
to it paid by the said Trustee, the receipt of which is hereby acknowledged does by these presents, grant, bargain and sell, convey and confirm unto the said Trustee the following described real estate, situate, lying and being in the County of
Taney and State of Missouri, to wit: 
 Unit Week
             in Unit             , Unit Week
             in Unit              
 Unit Week              in Unit             , Unit Week
             in Unit              
 Unit Week              in Unit             , Unit Week
             in Unit              
 of HAB Condominium, according to the Declaration of Condominium thereof, recorded in Official Records Book 389 at Page 670 in the Public Records of Taney County, Missouri, and any amendments
thereof. (“Declaration”). 
 To Have and to Hold unto the Trustee, and to his successor or successors in this
trust and to him and his grantees and assigns, forever the same together with all easements, rights, appurtenances, rents, royalties, mineral, oil and gas rights and profits, water, water rights, and water stock, and all fixtures now or hereafter
attached to the property, all of which, including replacements and additions thereto, shall be deemed to be and remain a part of the property covered by this Deed of Trust; and all of the foregoing, together with said property are herein referred to
as the “Property”. In trust, however, for the following purpose: 
 WHEREAS, Borrower(s) has/have this day made,
executed and delivered to the said Beneficiary Borrower(s) promissory note of even date herewith (herein “Note”), by which Borrower promise(s) to pay to the said Beneficiary or order for value received
             Dollars. 
 NOW THEREFORE, If the said
Borrower(s), or anyone for Borrower(s) shall well and truly pay off and discharge the debt and interest expressed in the said Note and every part thereof, when the same shall become due, which Borrower(s) agree(s) to do, and payable according to the
true tenor, date and effect of said Note and pay, when due, all taxes and assessments, general and special, hereafter levied or charged upon such land and improvement, and keep the covenants herein contained; and shall keep the improvements on the
land continuously insured in some insurance company, to the satisfaction of Lender in the sum of reasonable Dollars, and the policies therefor assigned and delivered to Lender, and keep said lands and improvements clear of all statutory lien claims
of any kind until said indebtedness is paid, all as more fully set forth herein, THEN THIS DEED, shall be void, and the property hereinbefore conveyed shall be released at the cost of the said Borrower(s); but should the Borrower(s) fail or refuse
to pay the said debt and interest, or any part thereof, when the same or any part thereof shall become due and payable, according to the true tenor and effect of said Note or to pay any of said taxes, or effect such insurance, or discharge such
statutory lien claims, then the holder of said indebtedness, or any part thereof, may pay the same, with the sums so paid bearing interest at the highest rate permissible under applicable law, and being a charge upon said


  
 444120-3 (01.06.10)

 1 








 
premises and being secured by this deed, and upon any such failure or refusal, or upon any breach of any covenant herein contained, expressed or implied, this deed shall remain in full force; and
at the option of the holder of said indebtedness, or any part thereof, the whole of said indebtedness shall, without notice to the Borrower(s), become due and payable forthwith, and the said Trustee, or in case of his absence, death or refusal to
act, or disability in anywise, when any advertisement and sale are to be made hereunder, then whoever shall be sheriff of Taney County, Missouri, at the time such advertisement and sale are to be made, (who shall thereupon for the purposes of that
advertisement and sale succeed to the Trustee’s title to said real estate and the trust herein created respecting same) may proceed to sell the property hereinbefore described or any part thereof, at public venue to the highest bidder, at the
front door at which sheriff’s sales are usually made, of the Taney County Court House, in the County of Taney, at Forsyth, Missouri, for cash, first giving twenty (20) days’ notice of the time, terms and place of sale, and of the
property to be sold, by advertisement in some newspaper printed and published in said county, and upon such sale shall execute and deliver a deed in fee simple of the property sold to the purchaser or purchaser(s) thereof, and receive the proceeds
of said sale; and any statement of facts or recitals by the said Trustee, or any person assuming to act as successor to him, in relation to the non-payment of the money secured or agreed to be paid or default in or breach of any condition, covenant,
or agreement herein, the advertisement, sale, receipt of the money, appointment as successor or happening of any fact preliminary to the succession as trustee of such person, shall be received as prima facie evidence of such facts and such trustee
shall out of the proceeds of said sale, pay, first, the costs and expenses of executing this trust, including legal compensation to the Trustee for his services, and an attorney’s fee of reasonable dollars, which shall be immediately due upon
first publication of sale aforesaid; and next he shall apply the proceeds remaining over to the payment of taxes, insurance and statutory lien claims paid by the holders of said indebtedness, and interest thereon, as aforesaid; and next to the
payment of said debt and interest, or so much thereof as remains unpaid; and the remainder, if any, shall be paid to the said Borrower(s), or Borrower(s) legal representatives; and in case any suit is instituted for the foreclosure of this Deed of
Trust will pay reasonable dollars as attorney’s fees which shall also be payable upon institution of said suit, and that a decree and judgment may be rendered for the payment of said sum out of the proceeds of sale upon foreclosure, or
otherwise, in addition to the taxable costs of such suits. And upon default in the performance of the agreements herein, or payment of any monies hereby secured, in case of foreclosure by suit, by the holder of said indebtedness, or any part
thereof, a receiver to take possession of and collect the rents and profits of said lands shall be appointed as a matter of right, at the instance of holder or holders of said indebtedness or any part thereof. 

And it is further provided and agreed that without such death, absence, refusal or inability to act, of said Trustee, Lender, or any
legal holder of said principal Note or Notes, or the attorney in fact of either of them, may by writing, signed and acknowledged, with or without the consent of the Trustee, and at any time appoint a successor other than said sheriff, to said
Trustee in his stead or place, who shall thereupon become vested with all the estate, interest, power and rights in or concerning said lands or property, or any part thereof, by this deed granted to or vested in said Trustee. 

And it is further agreed that said Trustee or successor may sell or convey said property under the power aforesaid, although he or such
successors has been, may now be, or may hereafter at any time be, the agent or attorney of Lender or the holder of said Notes and all right or equity or redemption shall upon such sale cease and be thereby determined notwithstanding said Trustee be
such attorney or agent, and whether the holder of said Notes or some other person be purchaser of such sale. 
 And until some
default in the condition hereof occurs, the Trustee lets and demises said premises to the Borrower(s), for which Borrower(s) agrees to pay the sum of one cent per month. And said Borrower(s) further agree(s) that should default occur and sale under
this deed be made, that upon such sale the said Borrower, or the then owner of occupant of said property, shall become the tenant(s) of the purchaser thereat of said property from month to month at a rental of reasonable dollars per month.

 Borrower(s) covenants that Borrower(s) is/are lawfully seized of the estate hereby conveyed and has the right to mortgage,
grant and convey the Property, that the Property is unencumbered, and that Borrower(s) will warrant and defend generally the title to the Property against all claims and demands, subject to any declarations, easements or restrictions listed in a
schedule of exceptions to coverage in any title insurance policy insuring Lender’s interest in the Property. 
 In
addition, Borrower(s) and Lender further covenant(s) and agree(s) as follows: 
 1. Payment of Principal, Interest, Late
Charges and Service Fees. Borrower(s) shall promptly pay when due the principal of and interest on the indebtedness evidenced by the Note, late charges as provided in the Note, reasonable service charges imposed by Lender for servicing the loan
account and the principal of and interest on any Future Advances secured by this Deed of Trust. 
 2. Funds for Taxes,
Assessments and Insurance. Subject to applicable law, upon written request by Lender to Borrower(s), Borrower(s) shall pay to Lender on the day when monthly installments of principal and interest are payable under the Note, until the Note is
paid in full, a sum (herein “Funds”) equal to one-twelfth of Borrower’s(s’) share of the yearly taxes and assessments relating to the subject Property encumbered by this Deed of Trust and one-twelfth of the annual maintenance fee
or assessment due under the Declaration (herein “Condominium Assessments”), or such other amounts or for such other periods other than monthly, e.g., quarterly or one-fourth, etc., all as reasonably estimated initially and from time to
time by Lender on the basis of assessments and bills and reasonable estimates thereof. 
 If Lender exercises the foregoing
right, the Funds shall be held in an institution the deposits or accounts of which are insured or guaranteed by a Federal or state agency. Lender shall apply the Funds, upon receipt of the appropriate bill or bills, to pay said taxes, assessments,
and Condominium Assessments. Lender may not charge for so holding and applying the Funds, analyzing said account, or verifying and compiling said assessments and bills, unless Lender pays to Borrower(s) interest on the Funds and applicable law
permits Lender to make such a charge. Unless applicable law requires, Lender shall not be required to pay Borrower(s) any interest on earnings on the Funds. Lender shall give to Borrower(s), without charge, an annual accounting of the Funds showing
credits and debits to the Funds and the purposes for which each debit to the Funds was made. The Funds are hereby pledged as additional security for the sums secured by this Deed of Trust. 

If the amount of the Funds held by Lender, together with the future monthly installments of Funds payable prior to the due dates of
taxes, assessments, and Condominium Assessments shall exceed the amount required to pay such taxes, assessments, and Condominium Assessments as 

  
 444120-3 (01.06.10)

 2 








 
they fall due, such excess shall be, at Borrower’s(s’) option, either promptly repaid to Borrower(s) or credited to Borrower(s) on monthly installments of Funds. If the amount of the
Funds held by Lender shall not be sufficient to pay taxes, assessments, and Condominium Assessments as they fall due, Borrower(s) shall pay to Lender any amount necessary to make up the deficiency within thirty (30) days from the date of a
notice mailed by Lender to Borrower(s) requesting payment thereof, but in no event shall Lender require payment in advance for taxes and assessments to be held and disbursed as set forth hereunder in an amount which exceeds the estimate of the next
year’s amount for same. 
 Upon payment in full of all sums secured by this Deed of Trust, Lender shall promptly refund to
Borrower(s) any Funds held by Lender. If under Paragraph 18 hereof the Property is sold or the Property is otherwise acquired by Lender, Lender shall apply, no later than immediately prior to the sale of the Property or its acquisition by Lender,
any Funds then held by Lender as a credit against the sums secured by this Deed of Trust. 
 3. Application of Payments.
Unless applicable law provides otherwise, all payments received by Lender under the Note and Paragraphs 1 and 2 hereof shall be applied by Lender first in payment of amounts payable to Lender by Borrower(s) under Paragraph 2 hereof, then against
advances, if any, made by Lender pursuant to Paragraph 7 hereof, then to costs, fees, expenses and other amounts incurred and advanced by the Lender in the enforcement of its rights under the Note and this Deed of Trust, including, without
limitation, costs and reasonable attorneys’ fees, then to unpaid service fees, then to interest payable on the Note, then to the principal of the Note, then to unpaid late charges, if any, then to interest on any Future Advances made at
Lender’s option pursuant to Paragraph 20 hereof, and then to principal of Future Advances, if any, made at Lender’s option pursuant to Paragraph 20 hereof. 
 4. Charges; Liens. Borrower(s) shall promptly pay, when due, all Condominium Assessments imposed by HAB Condominium Association, Inc. or other governing body of HAB Condominium (the
“Condominium Association”) pursuant to the provisions of the Declaration, Bylaws, Rules and Regulations or other constituent documents of HAB Condominium. 
 Borrower(s) shall pay all taxes, assessments and other charges, fines and impositions attributable to the Property which may attain a priority over this Deed of Trust, in the manner provided under
Paragraph 2 hereof or, if not paid in such manner, by Borrower(s) making payment, when due, directly to the payee thereof. Borrower(s) shall promptly furnish to Lender all notices of amounts due under this Paragraph, and in the event Borrower(s)
shall make payment directly, Borrower(s) shall promptly furnish to Lender receipts evidencing such payments. Borrower(s) shall promptly discharge any lien which has priority over this Deed of Trust; provided, that Borrower(s) shall not be required
to discharge any such lien so long as Borrower(s) shall agree in writing to the payment of the obligation secured by such lien in a manner acceptable to Lender and, if requested by Lender, immediately post with Lender an amount necessary to satisfy
said obligation, or shall in good faith contest such lien by, or defend enforcement of such lien in, legal proceedings which operate to prevent the enforcement of the lien or forfeiture of the Property or any part thereof and, if requested by
Lender, immediately post with Lender an amount necessary to satisfy said obligation. 
 5. Hazard Insurance. Borrower(s)
shall keep the improvements now existing or hereafter erected on the Property insured against loss by fire, hazards included within the term “extended coverage”, and such other hazards as Lender may require and in such amounts and for such
periods as Lender may require; provided, that Lender shall not require that the amount of such coverage exceed that amount of coverage required to pay the sums secured by this Deed of Trust. This obligation shall be deemed satisfied so long as the
Condominium Association maintains a “master” or “blanket” policy in accordance with the terms hereof. 
 The
insurance carrier providing the insurance shall be chosen by Borrower(s) or the Condominium Association subject to approval by Lender; provided, that such approval shall not be unreasonably withheld. If required, all premiums on insurance policies
shall be paid in the manner provided under Paragraph 2 hereof, or, if not paid in such manner, by Borrower(s) or the Condominium Association making payment, when due, directly to the insurance carrier. 

All insurance policies and renewals thereof shall be in a form acceptable to Lender and shall include a standard mortgage clause in favor
of and in a form acceptable to Lender. Borrower(s) shall give Lender prompt notice of any lapse in hazard insurance coverage. In the event of loss, Borrower(s) shall give prompt notice to the insurance carrier and Lender. Lender may make proof of
loss if not made promptly by Borrower(s). 
 Pursuant to the terms of the Declaration, insurance proceeds shall be applied to
restoration or repair of the Property damaged, whether the Unit or the Common Elements. To the extent such insurance proceeds exceed the cost of such restoration or repair and the Board of Directors of the Condominium Association decides to disburse
such excess, Borrower’s(s’) share of such excess shall be applied to the sums secured by this Deed of Trust, with the excess, if any, paid to Borrower(s). 
 Unless Lender and Borrower(s) otherwise agree in writing, any such application of proceeds to principal shall not exceed or postpone the due date of the monthly installments referred to in Paragraphs 1
and 2 hereof or change the amount of such installments. If under Paragraph 18 hereof the Property is acquired by Lender, all right, title and interest of Borrower(s) in and to any insurance policies and in and to any excess insurance proceeds
thereof from damage to the Property prior to the sale or acquisition shall pass to Lender to the extent of the sums secured by this Deed of Trust immediately prior to such sale or acquisition. 

6. Preservation and Maintenance of Property; Condominium. Borrower(s) shall keep the Property in good repair and shall not commit
waste or permit impairment or deterioration of the Property. Borrower(s) shall perform all of Borrower’s(s’) obligations under the Declaration, the Bylaws and Rules and Regulations of the Condominium Association, and constituent documents.
Borrower(s) shall take such actions as may be reasonable to insure that the Condominium Association maintains a public liability insurance policy acceptable in form, amount, and extent of coverage to Lender. If a Condominium rider is executed by
Borrower and recorded together with the Deed of Trust, the covenants and agreements of such rider shall be incorporated into and amend and supplement the covenants and agreements of this Deed of Trust as if the rider were a part hereof. 

 

  
 444120-3 (01.06.10)

 3 








 7. Protection of Lender’s Security. If Borrower(s) fail(s) to perform the
covenants and agreements contained in this Deed of Trust, or if any action or proceeding is commenced which materially affects Lender’s interest in the Property, including, but not limited to, eminent domain, insolvency, code enforcement, or
arrangements or proceedings involving a bankrupt or decedent, then Lender at Lender’s option, upon notice to Borrower(s), may make such appearances, disburse such sums and take such action as is necessary to protect Lender’s interest,
including, but not limited to, disbursement of funds to pay reasonable attorneys’ fees and entry upon the Property to make repairs. 
 Any amounts disbursed by Lender pursuant to this Paragraph 7, with interest thereon, shall become additional indebtedness of Borrower(s) secured by this Deed of Trust. Unless Borrower(s) and Lender agree
to other terms or payment, such amount shall be payable upon notice from Lender to Borrower(s) requesting payment thereof, and shall bear interest from the date of disbursement at the rate payable from time to time on outstanding principal under the
Note unless payment of interest at such rate would be contrary to applicable law, in which event such amounts shall bear interest at the highest rate permissible under applicable law. Nothing contained in this Paragraph 7 shall require Lender to
incur any expense or take any action hereunder. 
 8. Inspection. Lender may make or cause to be made reasonable entries
upon and inspections of the Property, provided that Lender shall give Borrower(s) notice prior to any such inspection specifying reasonable cause therefor related to Lender’s interest in the Property. 

9. Condemnation. The proceeds of any award or claim for damages, direct or consequential, payable to Borrower(s) in connection
with any condemnation or other taking of all or any part of the Property, whether of the unit or the common elements or for any conveyance in lieu of condemnation, pursuant to the terms of the Declaration, are hereby assigned and shall be paid to
Lender as provided hereunder. 
 Unless Lender and Borrower(s) otherwise agree in writing, any such application of proceeds to
principal shall not extend or postpone the due date of the monthly installments referred to in Paragraphs 1 and 2 hereof or change the amount of such installments. 
 10. Borrower(s) Not Released. Extension of the time for payment or modification of amortization of the sums secured by this Deed of Trust granted by Lender to any successor in interest of
Borrower(s) shall not operate to release, in any manner, the liability of the original Borrower(s) and Borrower’s(s’) successors in interest. Lender shall not be required to commence proceedings against such successor or refuse to extend
time for payment or otherwise modify amortization of the sums secured by this Deed of Trust by reason of any demand made by the original Borrower(s) and Borrower’s(s’) successors in interest. 

11. Forbearance by Lender Not a Waiver. Any forbearance by Lender in exercising any right or remedy hereunder, or otherwise
afforded by applicable law, shall not be a waiver of or preclude the exercise of any such right or remedy. The procurement of insurance or the payment of taxes or other liens or charges by Lender shall not be a waiver of Lender’s right to
accelerate the maturity of the indebtedness secured by this Deed of Trust. 
 12. Remedies Cumulative. All remedies
provided in this Deed of Trust are distinct and cumulative to any other right or remedy under this Deed of Trust or afforded by law or equity, and may be exercised concurrently, independently or successively. 

13. Successors and Assigns Bound; Joint and Several Liability; Captions. Subject to the terms and provisions of Paragraph 17
below, the covenants and agreements herein contained shall bind, and the rights hereunder shall inure to, the respective successors and assigns of Lender and Borrower(s). All covenants and agreements of Borrower(s) shall be joint and several. The
captions and headings of the paragraphs of this Deed of Trust are for convenience only and are not to be used to interpret or define the provisions hereof. 
 14. Notice. Except for any notice required under applicable law to be given in another manner, (a) any notice to Borrower(s) provided for in this Deed of Trust shall be given by mailing such
notice by U.S. Mail, postage prepaid, addressed to Borrower(s) at the Borrower’s(s’) address as set forth in the Note, or at such other address as Borrower(s) may designate by notice to Lender as provided herein, and (b) any notice to
Lender shall be given by certified mail, return receipt requested, to Lender’s address stated herein or to such other address as Lender may designate by notice to Borrower(s) as provided herein. Any notice provided for in this Deed of Trust
shall be deemed to have been given to Borrower(s) or Lender when given in the manner designated herein. In the event of a judicial action to enforce this Deed of Trust, Borrower(s) hereby agree(s) that any notice required or service of process made
incident thereto shall be sufficient if made to the above address. Borrower(s) may change such address by giving Lender notice of a change of address in writing to Lender’s address stated herein. 

15. Governing Law; Severability. This Deed of Trust shall be governed by the laws of the state where the Property is located. In
the event that any provision or clause of this Deed of Trust or the Note conflicts with applicable law, such conflict shall not affect other provisions of this Deed of Trust or the Note which can be given effect without the conflicting provision,
and to this end the provisions of the Deed of Trust and the Note are declared to be severable. 
 16.
Borrower’s(s’) Copy. Borrower(s) shall be furnished a copy of the Note and of this Deed of Trust at the time of execution or after recordation hereof. 
 17. Transfer of the Property; Assumption. If all or any part of the Property or an interest therein is sold (or leased with an option to purchase) or transferred by Borrower(s) without
Lender’s prior written consent, excluding (a) a transfer by devise, descent or by operation of law upon the death of a joint tenant, (b) the grant of any leasehold interest of three (3) years or less not containing an option to
purchase, or (c) the creation of a lien or encumbrance subordinate to this Deed of Trust, Lender may, at Lender’s option, declare all the sums secured by this Deed of Trust to be immediately due and payable. Lender shall have waived such
option to accelerate if, and only if, prior to the sale or transfer, Lender and the person to whom the Property is to be sold or transferred reach agreement in writing that the credit of such person is satisfactory to Lender and that the interest
payable on the sums secured by this Deed of Trust shall be at such rate as Lender shall request. If Lender has waived the option to accelerate provided 

  
 444120-3 (01.06.10)

 4 








 
in this Paragraph 17, and if Borrower’s(s’) successor in interest has executed a written assumption agreement accepted in writing by Lender, Lender shall release Borrower(s) from all
obligations under this Deed of Trust and the Note. 
 If Lender exercises such option to accelerate, Lender shall mail
Borrower(s) notice of acceleration in accordance with Paragraph 14 hereof. Such notice shall provide a period of not less than fifteen (15) days from the date the notice is mailed within which Borrower(s) may pay the sums declared due. If
Borrower(s) fails to pay such sums prior to the expiration of such period, Lender may, without further notice or demand on Borrower(s), invoke any remedies permitted by Paragraph 18 hereof. 

18. Acceleration; Remedies. Except as provided in Paragraph 17 hereof, upon Borrower’s(s’) breach of any covenant or
agreement of Borrower(s) in this Deed of Trust, including the covenants to pay when due any sums secured by this Deed of Trust, Lender prior to acceleration shall mail notice to Borrower(s) as provided in Paragraph 14 hereof specifying: (1) the
breach; (2) the action required to cure such breach; (3) a date, not less than fifteen (15) days from the date the notice is mailed to Borrower(s), by which such breach must be cured; and (4) that failure to cure such breach on
or before the date specified in the notice may result in acceleration of the sums secured by this Deed of Trust, foreclosure by power of sale or by judicial proceedings or other proceedings consistent with the law, and sale of Property. If the
breach is not cured on or before the date specified in the notice, Lender at Lender’s option, subject to any right of reinstatement to which Borrower(s) is entitled under applicable law, may declare, without further demand, all of the sums
secured by this Deed of Trust to be immediately due and payable and may foreclose this Deed of Trust as set forth herein. Lender shall be entitled to collect in such proceedings all expenses of foreclosure, including, but not limited to, reasonable
attorneys’ fees, court costs, and costs of documentary evidence, abstracts and title reports. 
 19. Assignment of
Rents; Appointment of Receiver. As additional security hereunder, Borrower(s) hereby assigns to Lender the rents of the Property, provided that Borrower(s) shall, prior to acceleration under Paragraph 18 hereof or abandonment of the Property,
have the right to collect and retain such rents as they become due and payable. 
 Upon acceleration of the Note or abandonment
of the Property, Lender shall be entitled, without notice, to enter upon, take possession of and manage the Property and to collect the rents of the Property, including those past due. All rents collected shall be appointed first to payment of the
costs of management of the Property and collection of rents, including, but not limited to, management fees, court costs, and reasonable attorneys’ fees, and then to the sums secured by this Deed of Trust. The Lender shall be liable to account
only for those rents actually received. Borrower(s) shall not be entitled to possession or use of the Property after abandonment or after the Lender has accelerated the balance due under the Note. Alternatively, Lender may seek the appointment of a
receiver to manage and collect rents from the Property. If a receiver is appointed, any income from rents from the Property shall be applied first to the costs of receivership, and then in the order set forth above. 

20. Future Advances. Upon request by Borrower(s), Lender, at Lender’s option, may make Future Advances to Borrower(s). Such
Future Advances, with interest thereon, shall be secured by this Deed of Trust when evidenced by promissory notes stating that said notes are secured hereby. At no time shall the principal amount of the indebtedness secured by this Deed of Trust,
not including sums advanced in accordance herewith to protect the security of this Deed of Trust, exceed one hundred fifty percent (150%) of the original amount of the Note. 

21. Lender’s Prior Consent. Borrower(s) shall not, except after notice to Lender and with Lender’s prior written
consent, either partition or subdivide the Property or consent to: 
 (i) The abandonment or termination of HAB Condominium,
except for abandonment or termination required by law in the case of substantial destruction by fire or other casualty or in the case of a taking by condemnation or eminent domain; 

(ii) any amendment to any provision of the Declaration, ByLaws or Rules and Regulations of the Condominium Association, or equivalent
constituent documents of HAB Condominium which is for the express benefit of Lender; or 
 (iii) any action which would have the
effect of rendering the public liability insurance coverage maintained by the Condominium Association unacceptable to Lender. 

22. Attorneys’ Fees. As used in this Deed of Trust and in the Note, “attorneys’ fees” shall include
attorneys’ fees, if any, and related costs incurred by Lender in the enforcement of its rights under the Note and/or Deed of Trust, whether or not legal action is instituted, and any fees and costs of trial and appellate proceedings.

 23. Venue and Jurisdiction. Borrower hereby consents to the enforcement of the Note and Deed of Trust in Taney County,
Missouri and hereby submits to the jurisdiction of the courts of the State of Missouri for such purpose. 

  
 444120-3 (01.06.10)

 5 








 IN WITNESS WHEREOF, Borrower(s) has/have executed this Deed of Trust on the day and
year first written above. 
  

	
	  
	Borrower
	
	  
	Borrower
	
	  
	Borrower
	
	  
	Borrower


 ACKNOWLEDGMENT 
  

							
	STATE OF	  	 	  	)	  	
		  		  		  	 ) ss.

	COUNTY OF	  	 	  	)	  	

 On this              day of
            , A.D., 20    , before me personally appeared              to me
known to be the person(s) described in and who executed the foregoing instrument, and acknowledged that he/she/they executed the same as his/her/their free act and deed. 
 And the said              further declared himself/herself/themselves to be the lawful owner(s) of said property in full possession
thereof, and as having good right to mortgage same. 
 In Testimony Whereof, I have hereunto set my hand and affixed my official
seal, at my office in             , the day and year first above written. 
 My commission as Notary Public will expire on the              day of
            , 20    . 

             Notary Public 

Prepared by and return to:    Angela D. McGee 

Marriott Ownership Resorts, Inc. 

1200 Bartow Road, Suite 10 

Lakeland, Florida 33801 

  
 444120-3 (01.06.10)

 6 








 NEVADA SAMPLE (MVC) 
 Upon closing of the purchase to which this Note applies, Borrower(s) hereby authorize(s) closing agent or Holder to complete this Note by inserting the applicable interest rate and dates for
commencement of payments due hereunder, the monthly payment date and the final payment date. 
 PROMISSORY NOTE SECURED BY
DEED OF TRUST 
 Vacation Ownership Interest No.(s): 

«VG_BLDG_UNIT_WEEK_SEA_CODE» 
 Grand Chateau 
 US $«MTG_AMT» 

            , 20     

FOR VALUE RECEIVED, the undersigned (“Borrower(s)”) promise(s) to pay to the order of MARRIOTT OWNERSHIP RESORTS, INC.,
(said party or any other party to whom this Note may be transferred and assigned is hereinafter called the “Holder”), P.O. Box 24747, Lakeland, Florida 33802, or order, the principal sum of «MTG_TXT» U.S. Dollars (US
$«MTG_AMT»), with interest on the unpaid balance from the date of this Note, or              (whichever is later), until paid, at the rate of «RATE_TXT»
percent («INT_RATE»%) per annum. Interest shall be calculated by applying the stated annual rate against the unpaid principal for the actual number of days principal is outstanding in any calendar year divided by a 360 day year.
Principal and interest shall be payable, without offset, in lawful money of the United States at the Holder’s address set forth above, or such other place as the Holder may from time to time designate, in consecutive monthly installments of
«PAY_TXT» U.S. Dollars (US $«PAY_AMT»), beginning on the              day of             
and continuing thereafter on the same day of each month, with the remaining unpaid balance, together with accrued interest thereon, due and payable, if not sooner paid, on
            . 
 The indebtedness evidenced by this Note is
secured by a Deed of Trust, dated of even date herewith, creating a lien on the real property described therein (the “Vacation Ownership Interest(s)”), located in Clark County, Nevada. Reference is made to the Deed of Trust for rights of
the Holder upon acceleration of the indebtedness evidenced by this Note. 
 Each monthly payment shall be tendered with a
«SFEE» service fee. If any monthly installment is not received by the Holder within ten (10) days after the date the installment is due, Borrower(s) shall pay to the Holder a late charge of six percent (6%) of such late
installment or $25.00, whichever is greater. The Holder may apply any payment received by it to the payment of all late charges then owing before application to interest or principal. Such late charge is in addition to and not in lieu of or
diminution of any other rights and remedies of the Holder of this Note. 
 Each payment made under this Note shall be applied as
of its scheduled due date. Each payment shall be credited on account of amounts due in the order specified in the Deed of Trust securing this Note. 
 Borrower(s) may prepay the principal amount outstanding in whole or in part without a penalty. Any partial prepayment in excess of the amounts then due shall be applied against the principal amount
outstanding but shall not postpone the due date of any subsequent monthly installments or change the amount of such installments. 
 The makers, sureties, guarantors and endorsers hereof severally waive presentment for payment, demand and notice of dishonor and nonpayment of this Note, and consent to any and all extensions of time,
renewals, waivers or modifications that may be granted by the Holder hereof with respect to the payment or other provisions of this Note, and to the release of any security, or any part thereof, with or without substitution. This Note shall be the
joint and several obligation of all makers, sureties, guarantors and endorsers, and shall be binding upon them and their respective heirs, personal representatives, successors and assigns. 

  

									
	 (VG.NOTE.YZ) 09.04.09

491039-1 (09.04.09)
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01252010

		  	            	  	            	  		  	
		  		  		  		  	









 At the option of the Holder, the entire unpaid principal amount outstanding and accrued
interest thereon shall become due and payable without demand or further notice to Borrower(s) upon: 
  

	 	a.	Failure of Borrower(s) to pay when due any installment payable hereunder which remains unpaid after a date specified in a notice (not less than fifteen (15) days
from the date such notice is mailed) from the Holder to Borrower(s); 

  

	 	b.	The insolvency (however evidenced) of or the institution of proceedings in bankruptcy by or against Borrower(s); 


 

	 	c.	The sale (or lease with option to purchase) or transfer of all or any part of the Vacation Ownership Interest(s) or any interest therein without the prior written
consent of the Holder, excluding a transfer by devise, descent or by operation of law upon the death of a joint tenant therein; or 

  

	 	d.	Failure of Borrower(s) to comply with the covenants of the Deed of Trust after notice and failure to cure as provided in the Deed of Trust. 


The Holder may exercise its option to accelerate during any default by Borrower(s) regardless of any prior forbearance. If this Note is
not paid when due, whether at maturity or by acceleration, the Holder shall be entitled to collect all reasonable costs and expenses of collection, including, but not limited to, attorney’s fees, whether or not action be instituted hereon.

 Any notice to Borrower(s) provided for in this Note shall be deemed to have been given after mailing same by U.S. mail,
postage prepaid (or such other more expeditious method as may be appropriate in the case of foreign addresses, as Holder may choose in its discretion), addressed to Borrower(s) at the address stated below, or to such other address as Borrower(s) may
designate by written notice to the Holder. Any notice to the Holder shall be deemed to have been given by mailing such notice by U.S. certified mail, return receipt requested, (or in the case of a notice originating in a foreign country, by such
other method that results in the Holder acknowledging in writing receipt of the notice), at the address stated in the first paragraph of this Note, or at such other address as may be designated by written notice to Borrower(s). 

This Note shall be governed by, construed under and enforced in accordance with the laws of the State of Nevada. Borrower(s) consent(s)
to jurisdiction and venue in the state and federal courts within the State of Nevada. 
 Borrower(s), and the person executing
this Note on behalf of Borrower(s) if Borrower(s) is not a natural person, has full power and authority to execute this Note and to bind Borrower(s) hereto without the approval of any third party. 

Wherever possible, each provision of this Note shall be interpreted in such manner as to be effective and valid under applicable law, but
if any provision of this Note shall be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining
provisions of this Note. 
 It is the intention of Borrower(s) and Holder to conform strictly to the applicable usury laws. It
is, therefore, agreed that (i) in the event that the maturity of this Note is accelerated by reason of an election by Holder or if this Note is prepaid prior to maturity, all unearned interest, if any, shall be canceled automatically, or, if
theretofore paid, shall either be refunded to Borrower(s) or credited to the unpaid principal amount of this Note, whichever remedy is chosen by Holder; (ii) the aggregate of all interest and other charges constituting interest under applicable
law, and contracted for, chargeable or receivable under this Note or otherwise in connection with this loan transaction shall neither exceed the maximum amount of interest, nor produce a rate in excess of the maximum non-usurious rate of interest
that Holder may charge Borrower(s) under applicable law and in regard to which Borrower(s) may not successfully assert the claim or defense of usury; and (iii) if any excess interest is provided for or collected, it shall be deemed a mistake
and the same shall either be refunded to Borrower(s) or be credited on the unpaid principal amount hereof, and this Note shall be automatically deemed reformed so as to permit only the collection of the maximum non-usurious rate and amount of
interest allowable under applicable law. 
 Time is of the essence with respect to all provisions of this Note. 

  

									
	 (VG.NOTE.YZ) 09.04.09

491039-1 (09.04.09)
 Borrower(s)
Initials:
	  	             
	  	             
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 By signing below, Borrower(s) accepts and agrees to the terms, conditions, and covenants
contained in this Note. 
  

					
	BORROWER(S) ADDRESS:	 		 	BORROWER(S):
			
	«ADR1»	 		 	  
	 «ADR2»

«CSZ»
	 		 	«LEGAL_NAME_1»
		 		 	  
		 		 	«LEGAL_NAME_2»
			
		 		 	  
		 		 	«LEGAL_NAME_3»
			
		 		 	  
		 		 	«LEGAL_NAME_4»


  

									
	 (VG.NOTE.YZ) 09.04.09

491039-1 (09.04.09)
 Borrower(s)
Initials:
	  	             
	  	             
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 NEVADA SAMPLE (MVC) 
 APN: 162-21-314-002 AND 162-21-314-003 
 When recorded mail tax statements to: 

Marriott Vacation Club International 
 Property
Tax Department 
 6649 Westwood Boulevard, Suite 500 
 Orlando, Florida 32821 
 When recorded mail to: 

First American Title Company 
 1160 North Town
Center Drive, Suite 190 
 Las Vegas, NV 89144 
  

 
 Space Above This Line for
Recorder’s Use 
 Control No. - «VG_BLDG_UNIT_WEEK_SEA_CODE» 
 UPON CLOSING OF THE PURCHASE TO WHICH THIS DEED OF TRUST APPLIES, BORROWER HEREBY AUTHORIZES CLOSING AGENT TO COMPLETE THIS DEED OF TRUST AND THE NOTE AS PROVIDED FOR IN THE PURCHASE AGREEMENT PURSUANT
TO WHICH THE VACATION OWNERSHIP INTEREST(S) WERE ACQUIRED BY BORROWER. 
 DEED OF TRUST 

(Tower 1 & 2) 
 This DEED OF
TRUST, made                      among the Trustor(s) «LEGAL_NAME», «TITLE_TAKEN» herein called “Borrower”
(whether one or more), whose address is «ADR1», «ADR2» «CSZC», FIRST AMERICAN TITLE COMPANY, 1160 North Town Center Drive, Las Vegas, Nevada 89144, herein called “Trustee,” and the Beneficiary MARRIOTT
OWNERSHIP RESORTS, INC., a Delaware corporation, herein called “Lender.” 
 WITNESSETH: That Borrower grants to Trustee in trust, with
power of sale, the Vacation Ownership Interest(s) (hereafter called “Vacation Ownership Interest” whether one or more) in the County of Clark, State of Nevada, described as: 

  
 Page 1 of 4









 «VG_INT» as identified and established in that certain Record of Survey
«VG_PARCEL_INFO» and Record of Survey constitute a subdivision of a portion of Lot 1 of that certain Commercial Subdivision created by the Final Map of the Grand Chateau recorded on May 19, 2004 in Book 117 of Plats, at Page 20,
Official Records of Clark County, Nevada, together with the exclusive right to use and occupy a Villa configuration during a reserved Use Period, as established and described in that certain Declaration of Covenants, Conditions, Easements and
Restrictions and Vacation Ownership Instrument for Grand Chateau dated April 26, 2004, recorded on May 19, 2004, in Book 20040519, Instrument No. 0004083, in the Official Records of Clark County, Nevada. 

The Vacation Ownership Interest purchased is described as follows: 
 «VG_BLDG_UNIT_WEEK_SEA_CODE» 
 together with all improvements now or hereafter erected
on the Project associated with the Vacation Ownership Interest, and all easements and all other rights thereunto belonging or in anyway now or hereafter appertaining, and the rents, issues and profits thereof, and all fixtures now or hereafter
attached to, used in connection with or hereafter a part of the Project associated with the Vacation Ownership Interest, and all replacements and additions, subject, however, to the right, power and authority hereinafter given to and conferred upon
Lender to collect and apply such rents, issues and profits for the purpose of securing (1) payment of the sum of $«MTG_AMT» with interest thereon according to the terms of a promissory note or notes of even date herewith made by
Borrower, payable to the order of Lender, and extensions or renewals thereof, (2) the performance of each agreement of Borrower incorporated by reference or contained herein and (3) payment of additional sums and interest thereon which may
hereafter be loaned to Borrower, or his successors or assigns, when evidenced by a promissory note or notes reciting that they are secured by this Deed of Trust. 
 To protect the security of this Deed of Trust, and with respect to the Vacation Ownership Interest above described, Borrower expressly makes each and all of the agreements, and adopts and agrees to
perform and be bound by, and it is mutually agreed that, each and all of the terms and provisions set forth in the Amended and Restated Master Form Deed of Trust and Security Agreement recorded on November 13, 2008, Book 20081113, Instrument
Number 0005152 Official Records of Clark County, Nevada, the county where said property is located, shall inure to and bind the parties hereto, with respect to the property above described. Said agreements, terms and provisions are by the within
reference thereto, incorporated herein and made a part of this Deed of Trust for all purposes as fully as if set forth at length herein, and Lender may charge for a statement regarding the obligation secured hereby, provided


  
 Page 2 of 4









 
the charge therefor does not exceed the maximum allowed by NRS 107.310 or other applicable law. 

  
 Page 3 of 4









 The undersigned Borrower, requests that a copy of any notice of default and any notice of sale hereunder be
mailed to Borrower at the address set forth. 
  

	
	Signature of Borrower
	
	  
	«LEGAL_NAME_1»
	
	  
	«LEGAL_NAME_2»
	
	  
	«LEGAL_NAME_3»
	
	  
	«LEGAL_NAME_4»


 STATE OF
                            ) 
 COUNTY OF                             )

 On                  before me,
                , personally appeared          «LEGAL_NAME_1», «LEGAL_NAME_2»,
«LEGAL_NAME_3», «LEGAL_NAME_4», personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that
he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. 

WITNESS my hand and official seal. 
  

			
	Signature:	 	 
	NOTARY PUBLIC
	Commission expires:	 	 
	Commission No.:	 	 


  
 Page 4 of 4









 I UNDERSTAND THAT I AM SIGNING THIS NOTE BEFORE THE CLOSING OF THE PURCHASE TO WHICH THIS NOTE APPLIES.
BY SIGNING, I AUTHORIZE THE CLOSING AGENT OR LENDER TO INSERT THE DATE OF THE NOTE, THE DATE OF MY FIRST PAYMENT, THE MONTHLY PAYMENT DATE AND THE FINAL PAYMENT DATE. 
 NEW JERSEY SAMPLE (MVC) 
 This Mortgage Note is made on
                                     BETWEEN the Borrower(s)
«LEGAL_NAME» whose address is «ADR1», «ADR2» «CSZC» referred to as “I,” AND the Lender Marriott Ownership Resorts, Inc. whose address is Post Office Box 8038, Lakeland, Florida 33802 referred
to as the “Lender.” If more than one Borrower signs this Note, the word “I” shall mean each Borrower named above. The word “Lender” means the original Lender and anyone else who takes this note by transfer. 

 

	1.	Borrower’s Promise to Pay Principal and Interest. 

 In return for a loan that I received, I promise to pay «MTG_TXT» U.S. Dollars ($«MTG_AMT») (called principal), plus interest to the order of the Lender. Interest, at a yearly rate
of «INT_RATE»%, will be charged on that part of the principal, which has not been paid from
                             until all principal has been paid. 

 

	2.	Payments. 

 I will pay
principal and interest based on a 360/365 day year payment schedule with monthly payments of $«PAY_AMT» on the
                             day of each month beginning on
                                         
           . I will pay all amounts owed under this Note no later than
                                         
           . All payments will be made to the Lender at the address shown above or to a different place if required by the Lender. I will include a $5.00 service fee with each monthly payment
to offset the Lender’s administrative costs. 
  

	3.	Early Payments. 

 I have the right to make
payments at any time before they are due. These early payments will mean that this Note will be paid in less time. However, unless I pay this Note in full, my monthly payments will remain the same. I may not make partial payments at any time.

  

	4.	Late Charges for Overdue Payments. 

 If the Lender has not received any payment within ten (10) days after its due date, I will pay the Lender a late charge of 6% of the payment. This charge will be paid with the late payment, or else
it will be deducted from the next payment. 
  

	5.	Mortgage to Secure Payment. 

 The Lender has been given a Mortgage dated
                                         
   , to protect the Lender if the promises made in this Note are not kept. I agree to keep all promises made in the Mortgage covering property I own located in Galloway Township, Atlantic County, State of New Jersey and described
as: 
 Timeshare Estate No.             in Unit«MVDATA1» 

of FAIRWAY VILLAS AT SEAVIEW CONDOMINIUM, established by the Master Deed of Fairway Villas at Seaview Condominium, recorded in the Atlantic County
Clerk’s Office in Book 6473, Page 43, and any amendments to the Master Deed. All terms of the Mortgage are made part of this Note. 
  

	6.	Default. 

 If I fail to
make any payment required by this Note within fifteen (15) days after Lender has given me a notice that such payment is due, or if I fail to keep any other promise I make in this Note or in the Mortgage, or if I file for bankruptcy, or if
another creditor institutes bankruptcy proceedings against me, then the Lender may declare that I am in default on the Mortgage and this Note. Upon default, I must immediately pay the full amount of all unpaid principal, interest, other amounts due
on the Mortgage and this Note and the Lender’s costs of collection, reasonable attorney fees and costs of trial and appeal proceedings. 
  

	7.	Waivers. 

 I give up my
right to require that the Lender do the following: (a) to demand payment (called “presentment”); (b) to notify me of nonpayment (called “notice of dishonor”); and (c) to obtain an official certified statement
showing nonpayment (called a “protest”). The Lender may exercise any right under this 

  
 FW.NOTE.6.2.99 

Page 1 of 2 








 
Note, the Mortgage or under any law, even if Lender has delayed in exercising that right or has agreed in an earlier instance not to exercise that right. Lender does not waive its right to
declare that I am in default by making payments or incurring expenses on my behalf. 
  

	8.	Notice: 

 I will accept
any notice from Lender if it is deposited in any U.S. Post Office, with postage paid, and addressed to me at the address, which I have indicated at the top of this Note. I agree to notify Lender in writing if my address changes. Any notice that I
may send to Lender will be mailed certified, return receipt requested, to Lender at the address indicated at the top of this Note. 
  

	9.	Time. 

 I acknowledge that
the times and dates indicated for my payments to Lender are to be strictly followed in order for me to complete my obligations under this Note. 
  

	10.	Each Person Liable. 

 The
Lender may enforce any of the provisions of this Note against any one or more of the Borrowers who sign this Note. 
  

	11.	No Oral Changes. 

 This
Note can only be changed by an agreement in writing signed by both the Borrower(s) and the Lender. 
  

	12.	Signatures. 

 I agree to
the terms of this Note. If the Borrower is a corporation, its proper corporate officers sign and its corporate seal is affixed. 
  

	13.	WAIVER OF JURY TRIAL. 

 I
ACKNOWLEDGE THAT ANY INTERPRETATION OF THIS NOTE WILL BE MADE BY REFERRING TO THE LAWS OF THE STATE OF NEW JERSEY AND ANY LITIGATION REGARDING THIS NOTE WILL BE BROUGHT IN THE COURTS OF THE STATE OF NEW JERSEY. LENDER AND I GIVE UP ANY RIGHT EITHER
OF US MAY HAVE TO A TRIAL BY JURY IN ANY LITIGATION RELATING TO THIS NOTE. 
 Time is of the essence in the performance of each
and every obligation represented by this Note. 
  

					
			
	  	 		 	______________________ (Date)
	Borrower: «LEGAL_NAME_1»	 		 	

  

					
			
	  	 		 	Borrower (s) Address:
	Borrower: «LEGAL_NAME_2»	 		 	«ADR1»
		 		 	«CSZC»

  

					
			
	  	 		 	 
	Borrower: «LEGAL_NAME_3»	 		 	

  

					
			
	  	 		 	 
	Borrower: «LEGAL_NAME_4»	 		 	

 (Execute Original Only) 
 DOCUMENTARY STAMP TAXES HAVE BEEN PAID 
 AND THE PROPER AMOUNTS AFFIXED TO
THE MORTGAGE 

  
 FW.NOTE.6.2.99 

Page 2 of 2 








 NEW JERSEY SAMPLE (MVC) 
 (UPON CLOSING OF THE PURCHASE TO WHICH THIS MORTGAGE APPLIES, THE UNDERSIGNED HEREBY AUTHORIZE(S) CLOSING AGENT TO COMPLETE THIS MORTGAGE BY INSERTING THE APPROPRIATE DATE OF THE MORTGAGE AND TO
COMPLETE, AS NECESSARY, THE RECORDING INFORMATION RELATING TO THE DOCUMENTS BY WHICH THE TIME-SHARE ESTATE(S) BEING ENCUMBERED BY THIS MORTGAGE WAS(WERE) CREATED) 
 MORTGAGE 
 This Mortgage is made on
                                         
            
 BETWEEN the Borrower(s) «LEGAL_NAME» 

whose address is «ADR1», «ADR2», «CSZC» 
 referred to as “I,” 
 AND the Lender
             Marriott Ownership Resorts, Inc. 
 whose address is
             Post Office Box 8038, Lakeland, Florida 33802 
 referred to as the
“Lender.” 
 If more than one Borrower signs this Note, the word “I” shall mean each Borrower named above. The word
“Lender” means the original Lender and anyone else who takes this Note by transfer. 
 1. MORTGAGE NOTE. In return for a loan that I
received, I promise to pay $«MTG_AMT»(called “Principal”), plus interest in accordance with the terms of a Mortgage Note dated
                                         
            (referred to as the “Note”). The Note provides for monthly payments of $ «PAY_AMT» and a yearly interest rate of «INT_RATE» %. All sums owed
under the Note are due no later than
                                         
   . All terms of the Note are made part of this Mortgage. 
 2. PROPERTY MORTGAGED. The property mortgaged to the Lender
(called the “Property”) is located in the Galloway Township of Atlantic County of the State of New Jersey and described as follows: 

Timeshare Estate No.      in Unit«MVDATA1» 
 of FAIRWAY VILLAS AT SEAVIEW CONDOMINIUM, established by the Master Deed of Fairway Villas at Seaview Condominium, recorded in the Atlantic County Clerk’s Office in Book 6473, Page 43, (referred to
as the “Master Deed”) and any amendments to the Master Deed. 
 3. RIGHTS GIVEN TO LENDER. I mortgage the Property to the Lender. This
means that I give the Lender those rights stated in this Mortgage and also those rights the law gives to Lenders who hold mortgages on real property. When I pay all amounts due to the Lender under the Note and this Mortgage, the Lender’s rights
under this Mortgage will end. The Lender will then cancel this Mortgage at my expense. 
 4. PROMISES. I make the following promises to the
Lender: 
 a. NOTE AND MORTGAGE. I will comply with all of the terms of the Note and this Mortgage. 

b. PAYMENTS. I will make all payments required by the Note and this Mortgage, including the reasonable service charges of Lender for
servicing my loan account. 
 c. OWNERSHIP. I warrant title to the premises (N.J.S.A. 46:9-2). This means I own the Property and
will defend my ownership against all claims. 
 d. LIENS, TAXES, AND ASSESSMENTS. I will pay all liens, taxes, assessments and
other government charges made against the Property when due. I will pay the annual maintenance fee or assessment due under the Master Deed, referred to as “Condominium Assessments”. I will not claim any deduction from the taxable value of
the Property because of this Mortgage. I will not claim any credit against the Principal and interest payable under the Note and this Mortgage for any taxes paid on the Property. 

e. INSURANCE. I must maintain extended coverage insurance on the Property to protect against losses by fire or other hazards. The Lender
may also require that I maintain flood insurance or other types of insurance. The insurance companies, policies, amounts, and types of coverage must be acceptable to the Lender. I will notify the Lender in the event of any substantial loss or
damage. The Lender may then settle the claim on my behalf if I fail to do so. All payments from the insurance company must be payable to the Lender under a “standard mortgage clause” in the insurance policy. The Lender may use any proceeds
to repair and restore the Property or to reduce the amount due under the Note and this Mortgage. This will not delay the due date for any payment under the Note and this Mortgage. My obligation to maintain extended coverage insurance will be
satisfied if the Condominium Association maintains a “blanket” policy on the Property. 
 f. REPAIRS. I will keep the
Property in good repair, neither damaging nor abandoning it. I will allow the Lender to inspect the Property upon reasonable notice to me. 
 g. STATEMENT OF AMOUNT DUE. Upon the request of the Lender, I will certify to the Lender in writing: 
 (a) the amount due on the Note and this Mortgage, and 
 (b) whether
or not I have any defense to my obligations under the Note and this Mortgage. 
 h. CONDOMINIUM. I will perform all obligations
required of me under the Master Deed, as well as under the certificate of incorporation, the by-laws and the regulations of the Fairway Villas at Seaview Condominium Association, Inc., referred to as “Condominium Association”. 

i. LAWFUL USE. I will use the Property in compliance with all laws, ordinances and other requirements of any governmental authority.

 j. CONDOMINIUM ASSESSMENTS. I will pay all Condominium Assessments imposed by the Condominium Association. 

5. EMINENT DOMAIN. All or part of the Property may be taken by a government entity for public use. If this occurs, I agree that any compensation be given
to the Lender. The Lender may use this to repair and restore the Property or to reduce the amount owed on the Note and Mortgage. This will not delay the due date for any further payment under the Note and this Mortgage. Any remaining balance will be
paid to me. 
 6. TAX, INSURANCE AND ASSESSMENT ESCROW. If the Lender requests, I will make regular monthly payments to the Lender of a sum
(herein “Funds”) equal to: (a) 1/12 of the yearly real estate taxes and assessments on the Property; and (b) 1/12 of the annual condominium Assessment due for the Property, all of which Funds have been reasonably estimated by
Lender. These Funds will be held by the Lender without interest to pay the taxes, assessments, and Condominium Assessments as they become due. Upon my request, Lender will give me an annual accounting of the Funds, showing payments and
disbursements. If the Funds paid by me exceed the amounts necessary to pay the taxes and Condominium Assessments, then the excess will, at my option, be returned to me or credited against my next monthly installment of the Funds. If the amount of
Funds paid by me is not sufficient to pay the taxes and Condominium Assessments, I will pay to Lender any amount necessary to make up the difference within thirty (30) days of Lender’s request to me. When the entire Principal of the Note
is paid by me, the Lender will return any remaining Funds to me. If the Property is sold under a foreclosure, as described in Paragraph 11(c), or is acquired by Lender, Lender will apply any Funds held by it against the amounts due under this
Mortgage. 
 7. PAYMENTS MADE FOR BORROWER. If I do not make all of the repairs or payments as agreed in this Mortgage, the Lender may do so for
me. The cost of these repairs and payments will be added to the Principal, will bear interest at the same rate provided in the Note and will be repaid to the Lender upon demand. 

  
 (fw.mort) 09.16.05

 Page 1 of 3 








 8. APPLICATION OF PAYMENT. All payments made by me under the Note and this Mortgage will be applied by
Lender in the following order: 
  

	 	(i)	Escrow for taxes, insurance and Condominium Assessments; 

  

	 	(ii)	Payments made by Lender under Paragraph 7; 

  

	 	(iii)	Loan Service fees; 

  

	 	(iv)	Late charges, if any; 

  

	 	(v)	Costs and expenses paid by Lender because of any default by me; 

  

	 	(vi)	Interest under the Note; and 

  

	 	(vii)	Principal of the Note. 

 9. DEFAULT. The Lender
may declare that I am in default on the Note and this Mortgage if: 
  

	 	a.	I fail to make any payment required by the Note and this Mortgage within five (5) days after its due date; 


 

	 	b.	I fail to keep any other promise I make in this Mortgage; 

  

	 	c.	the ownership of the Property is changed for any reason; 

  

	 	d.	the holder of any lien on the Property starts foreclosure proceedings; or 

  


	 	e.	bankruptcy, insolvency or receivership proceedings are started by or against any of the Borrowers. 


10. PAYMENTS DUE UPON DEFAULT. If the Lender declares that I am in default, and I fail to correct the default within fifteen (15) days after Lender
gives me written notice and an explanation of the default, I must immediately pay the full amount of all unpaid Principal, interest, other amounts due on the Note and this Mortgage and the Lender’s costs of collection and reasonable attorney
fees. 
 11. LENDER’S RIGHTS UPON DEFAULT. If the Lender declares that the Note and this Mortgage are in default, the Lender will have all
rights given by law or set forth in this Mortgage. This includes the right to do any one or more of the following: 
  

	 	a.	take possession of and manage the Property, including the collection of rents and profits; 


 

	 	b.	have a court appoint a receiver to accept rent for the Property (I consent to this); 


 

	 	c.	start a court action, known as foreclosure, which will result in a sale of the Property to reduce my obligations under the Note and this Mortgage; and


  

	 	d.	sue me for any money that I owe the Lender. 


12. NOTICES. All notices must be in writing and personally delivered or sent by certified mail, return receipt requested, to the address given in this
Mortgage. Address changes may be made upon notice to the other party. 
 13. NO WAIVER BY LENDER. Lender may exercise any right under this
Mortgage or under any law, even if Lender has delayed in exercising that right or has agreed in an earlier instance not to exercise that right. Lender does not waive its right to declare that I am in default by making payments or incurring expenses
on my behalf. 
 14. EACH PERSON LIABLE. This Mortgage is legally binding upon each Borrower and all who succeed to their responsibilities (such
as heirs and executors). The Lender may enforce any of the provisions of the Note and this Mortgage against any one or more of the Borrowers who sign this Mortgage. 
 15. NO ORAL CHANGES. This Mortgage can only be changed by an agreement in writing signed by both the Borrower(s) and the Lender. 
 16. BORROWER’S COPY. I understand that I will be given a copy of the Note and this Mortgage either when I sign it or after the Mortgage has been recorded. 

17. LENDER’S PRIOR CONSENT. Unless I have received the prior written consent of Lender, I will not divide my interest in the Property or consent to:
(i) the termination of Fairway Villas at Seaview Condominium; or (ii) any amendment to the Master Deed or the certificate of incorporation, the by-laws and the regulations of the Condominium Association; or (iii) any action that might
make the public liability insurance maintained by the Condominium Association unacceptable to Lender. 
 18. ATTORNEY’S FEES. The term
“attorney’s fees” includes any attorney’s fees and related costs paid by Lender if it has to enforce any of its rights under the Note or this Mortgage, even if a legal action has not been filed. 

19. SIGNATURES. I agree to the terms of this Mortgage. If the Borrower is a corporation, its proper corporate officers sign and its corporate seal is
affixed. 
 IN WITNESS WHEREOF, Borrower(s) has/have executed this Mortgage on the day and year first written above. Signed in the presence of:

  

					
			
	  	 		 	  
	Borrower/Mortgagor: «LEGAL_NAME_1»	 		 	Date

  

					
			
	  	 		 	  
	Borrower/Mortgagor: «LEGAL_NAME_2»	 		 	Date

  

					
			
	  	 		 	  
	Borrower/Mortgagor: «LEGAL_NAME_3»	 		 	Date

  

					
			
	  	 		 	  
	Borrower/Mortgagor: «LEGAL_NAME_4»	 		 	Date

 ACKNOWLEDGMENT 
 STATE OF
                                         
           , COUNTY OF
                                         
                    SS. 
 I CERTIFY that on
                                         
       , «LEGAL_NAME» 
 personally came before me and stated to my satisfaction that this
person (or if more than one, each person): 
 (a) was the maker of the attached instrument; and, 

(b) executed this instrument as his or her own act 
  

			
	
	 
		
	Print Name:	 	 
	NOTARY PUBLIC
	My Commission Expires:
	Commission No.:



  
 (fw.mort) 09.16.05

 Page 2 of 3 








 ADDITIONAL ACKNOWLEDGMENT 
 STATE OF
                                         
           , COUNTY OF
                                         
                SS. 
 I CERTIFY that on
                                         
               , «LEGAL_NAME» 
 personally came
before me and stated to my satisfaction that this person (or if more than one, each person): 
 (a) was the maker of the attached instrument;
and, 
 (b) executed this instrument as his or her own act. 

 

			
	 
		
	Print Name:	 	 
	NOTARY PUBLIC
	My Commission Expires:
	Commission No.:


 STATE OF
                                         
           , COUNTY OF
                                         
                SS. 
 I CERTIFY that on
                                         
           , «LEGAL_NAME» 
 personally came before me and stated
to my satisfaction that this person (or if more than one, each person): 
 (a) was the maker of the attached instrument; and, 

(b) was authorized to and did execute this instrument as
                             of
                                         
           , the entity named in this instrument. 
  

			
	
	 
		
	Print Name:	 	 
	NOTARY PUBLIC
	My Commission Expires:
	Commission No.:


  

					
	MORTGAGE	  		  	Dated:
			
	 	  	Borrower(s)	  	 
			
	 to
	  		  	Record and Return to:
			
	 	  	 Lender(s)
	  	Angela McGee
		  		  	Marriott Resorts Title Company, Inc.
		  		  	P.O. Box 24747
		  		  	Lakeland, Florida 33802

 To the County Recording Officer of
                                         
                County: 
 this Mortgage is fully paid. I
authorize you to cancel it of record. 
  

					
	 Dated: ____________________
	  	 	 	(Seal)
		  	Lender	 	


  
 (fw.mort) 09.16.05

 Page 3 of 3 








 SOUTH CAROLINA SAMPLE (MVC) 
 Upon closing of the purchase to which this Note applies, the undersigned hereby authorize(s) closing agent or Holder to complete this Note by inserting the applicable dates for commencement of payments
due hereunder, the monthly payment date and the final payment date. 
 PROMISSORY NOTE 

 

			
	Time Sharing Interest No.(s): «CFID»	  	SurfWatch Horizontal Property Regime
		
	US$ «MTG_AMT»	  	______________________, __________

 FOR VALUE RECEIVED, the undersigned «LEGAL_NAME» (“Borrower(s)”) promise(s)
to Pay to the order of MARRIOTT OWNERSHIP RESORTS, INC., (said party or any other party to whom Marriott Ownership Resorts, Inc. may transfer and assign this Note and who holds this Note from time to time is hereinafter called the
“Holder”), Post Office Box 24747, Lakeland, Florida 33802, or order, the principal sum of «MTG_TXT» U.S. Dollars (US $«MTG_AMT»), with interest on the unpaid balance from the date of this Note or
                                         
    (whichever is later), until paid, at the rate of «RATE_TXT» percent per annum («INT_RATE»%) (based on a 360-day year and on the actual number of days elapsed). Principal and interest shall be payable in
lawful money of the United States at the Holder’s address set forth above, or such other place as the Holder may, from time to time, designate, in consecutive monthly installments of «PAY_TXT» U.S. Dollars (US
$«PAY_AMT»), on the          day of each month and continuing thereafter on the same day of each month beginning
                                         
   , for a period of «NO_PAY» months with the remaining unpaid principal balance, together with accrued interest thereon, due and payable, if not sooner paid, on
                                         
           . 
 The indebtedness evidenced by this Note is secured by
a Mortgage, dated of even date herewith, creating a lien on the real property described therein (the “Property”). Reference is made to said Mortgage for rights as to acceleration of the indebtedness evidenced by this Note. 

Each monthly payment shall be tendered with a «SFEE» service fee. 

Borrower(s) shall pay to the Holder a late charge of six percent (6%) for any monthly installment not received by the Holder within
ten (10) days after the date the installment is due. The late charge will be deducted from the next payment received. 

Each payment shall be credited first to amounts due pursuant to Paragraph 2 of the Mortgage, then to advances, if any, made by the Lender
(as defined in the Mortgage) pursuant to Paragraph 7 of the Mortgage, then to the costs, fees, expenses and other amounts incurred and advanced by the Holder in the enforcement of its rights hereunder, including, without limitation, costs and
reasonable attorney’s fees described below, then to unpaid service fees, then to interest due hereunder, then to principal due hereunder, then to unpaid late charges, if any, then to interest on any Future Advances made pursuant to Paragraph 20
of the Mortgage, and then to principal of any Future Advances made pursuant to Paragraph 20 of the Mortgage. 
 Borrower(s) may
prepay the principal amount outstanding in whole or in part. Any partial prepayment in excess of the interest then accrued shall be applied against the principal amount outstanding but shall not postpone the due date of any subsequent monthly
installments or change the amount of such installments. 
 Presentment, notice of dishonor, and protest are hereby waived by all
makers, sureties, guarantors and endorsers hereof. This Note shall be joint and several obligation of all makers, sureties, guarantors and endorsers, and shall be binding upon them and their heirs, personal representatives, successors and assigns.

 At the option of the Holder, the entire unpaid principal amount outstanding and accrued interest thereon shall become due and
payable without demand or further notice to Borrower(s) upon: 
  

	 	(a)	Failure of Borrower(s) to pay when due any monthly installment payable hereunder which remains unpaid after a date specified in a notice (not less than fifteen
(15) days from the date such notice is mailed) from the Holder to Borrower(s); 

  

	 	(b)	failure of Borrower(s) to perform any other covenant or agreement of Borrower(s) in this Note or the Mortgage within fifteen (15) days after the mailing of notice
from the Holder to the Borrower(s) specifying the nature of such failure; and 

  

	 	(c)	the insolvency (however evidenced) of or the institution of proceedings in bankruptcy by or against Borrower(s). 


  

					
	 (SF.NOTE.YZ) 10.08.09
	  	Page 1 of 2	  	«CFID» Printed: 9/30/2011
	 448667-2 (10.08.09)
	  		  	v02012010


									
	 Borrower(s) Initials
	  	 	  		  	 	  	
		  	 	  		  	 	  	









 The Holder may exercise this option to accelerate during any default by Borrower(s)
regardless of any prior forbearance. If this Note is not paid when due, whether at maturity or by acceleration, the Holder shall be entitled to collect all reasonable costs and expenses of collection, including, but not limited to, reasonable
attorney’s fees, whether or not action be instituted hereon. 
 Except for the notice required pursuant to the default for
failure to make monthly payments outlined in Subparagraph (a) above, any notice to Borrower(s) provided for in this Note shall be deemed to have been given after depositing same in any U.S. post office, postage prepaid, addressed to Borrower(s)
at the address stated below, or to such other address as Borrower(s) may designate by written notice to the Holder. Such address shall also serve as the Borrower’s official “notice” address for purposes of the non-judicial foreclosure
provisions set forth in the Mortgage referenced above. Any notice to the Holder or to the Borrower(s) for defaults relating to non-payment of monthly payments shall be given by mailing such notice by certified mail, return receipt requested, to the
Holder at the address stated in the first paragraph of this Note, or at such other address as may have been designated by written notice to Borrower(s) and to the Borrower(s) as stated above. Any notice provided for in this Note shall be deemed to
have been given to Borrower(s) or the Holder when given in the manner herein designated. 
 Wherever possible, each provision of
this Note shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Note shall be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such
prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Note. 
 It
is the intention of Borrower(s) and Holder to conform strictly to the applicable usury laws. It is, therefore, agreed that (i) in the event that the maturity of this Note is accelerated by reason of an election by Holder or if this Note is
prepaid prior to maturity, all unearned interest, if any, shall be canceled automatically, or, if theretofore paid, shall either be refunded to Borrower(s) or credited to the unpaid principal amount of this Note, whichever remedy is chosen by
Holder; (ii) the aggregate of all interest and other charges constituting interest under applicable law, and contracted for, chargeable or receivable under this Note or otherwise in connection with this loan transaction shall neither exceed the
maximum amount of interest, nor produce a rate in excess of the maximum non-usurious rate of interest that Holder may charge Borrower(s) under applicable law and in regard to which Borrower(s) may not successfully assert the claim or defense of
usury; and (iii) if any excess interest is provided for or collected, it shall be deemed a mistake and the same shall either be refunded to Borrower(s) or be credited on the unpaid principal amount hereof, and this Note shall be automatically
deemed reformed so as to permit only the collection of the maximum non-usurious rate and amount of interest allowable under applicable law. 
 This Note shall be governed by, construed under and enforced in accordance with the laws of the state of South Carolina. Borrower(s) consents to jurisdiction and venue in the state and federal courts of
the State of South Carolina. 
  

					
	  	 		 	Borrower(s)’ Address:
	«LEGAL_NAME_1»	 		 	«ADR1»


					
	  	 		 	«ADR2»
	«LEGAL_NAME_2»	 		 	«CSZ»


					
	  	 		 	 
	«LEGAL_NAME_3»	 		 	


					
	  	 		 	 
	«LEGAL_NAME_4»	 		 	

 (Execute Original Only) 

  

					
	 (SF.NOTE.YZ) 10.08.09
	  	Page 2 of 2	  	«CFID» Printed: 9/29/2011
	 448667-2 (10.08.09)
	  		  	v02012010









 SOUTH CAROLINA SAMPLE (MVC) 
 Upon closing of the purchase to which this Mortgage applies, the undersigned hereby authorize(s) closing agent to complete this Mortgage by inserting the appropriate date of the Mortgage and to
complete, as necessary, the recording information relating to the documents by which the Time Sharing Interest(s) being encumbered by this Mortgage was (were) created. 
 MORTGAGE 
 THIS MORTGAGE is made as of
                                    ,
                                    , between the
Mortgagor(s), «LEGAL_NAME» (herein “Borrower(s)”), and the Mortgagee, MARRIOTT OWNERSHIP RESORTS, INC., a Delaware corporation, the address of which is Post Office Box 24747, Lakeland, Florida 33802 (said party, its
successors and assigns is herein called “Lender”). 
 TO SECURE to Lender (a) the repayment of the
indebtedness evidenced by a promissory note made by the above-named Borrower(s), payable to Lender in the principal sum of «MTG_TXT» U.S. Dollars (US$«MTG_AMT»), (herein “Note”), providing for monthly installments
of principal and interest, with the balance of indebtedness, if not sooner paid, due and payable on
                                        ;
(b) the payment of all other sums, with interest thereon, advanced in accordance herewith to protect the security of this Mortgage, and the performance of the covenants and agreements of Borrower(s) herein contained; and (c) the repayment
of any future advances, with interest thereon, made to Borrower(s) by Lender pursuant to Paragraph 20 hereof (herein “Future Advances”), Borrower(s) does hereby mortgage, grant and convey to Lender and Lender’s successors and assigns
the following described property located in the County of Beaufort, State of South Carolina: 
 An undivided «WEEKS_PER_VILLA_52»
fractional interest in Unit No. «VILLA_LIST» respectively, SurfWatch Horizontal Property Regime, lying situate and being in Hilton Head Island, Beaufort County, South Carolina, and being more particularly shown and described by reference
to the Master Deed, establishing the said Horizontal Property Regime, being dated June 17, 2004, and recorded in the Land Records for Beaufort County, South Carolina, on June 22, 2004 in Book 01976 at Page 0001, as further amended from
time to time, the most recent amendment being the Fourth Amendment to the Master Deed dated April 12, 2006, and recorded April 17, 2006, in Deed Book 2357 at Page 166 and by reference to that certain plat entitled “Plat of Phase 1, 2,
3 & 4 SurfWatch Horizontal Property Regime” said plat prepared by Surveying Consultants, Inc., Terry G. Hatchell, S.C.R.L.S. #11059 said plat being dated March 29, 2006, and recorded in the Land Records for Beaufort County, South
Carolina, in Plat Book 112 at Page 175, as may be further revised from time to time. 
 AND ALSO, all of the rights,
privileges, easements, and common areas appertaining to the above-described property as set forth in the Master Deed and By-Laws of SurfWatch Horizontal Property Regime. 

AND ALSO, all right, title, interest and privileges extending to Time Sharing Interest Numbers(s)
«BLDG_UNIT_WEEK_SEA_CODE» in each of the respective aforedescribed Units, as contained in that certain Time Sharing Declaration, dated June 17, 2004, recorded in the Land Records for Beaufort County, South Carolina, on June 22,
2004 in Book 01976 at Page 0082, as amended from time to time. 
 The Property mortgaged herein is the same Property conveyed to
the within Borrower(s) by deed of the Lender dated the date hereof and recorded herewith. 
 TO HAVE AND TO HOLD unto
Lender and Lender’s successors and assigns, forever, together with all the improvements now or hereafter erected on the property, and all easements, rights, appurtenances, rents, royalties, mineral, oil and gas rights and profits, water, water
rights, and water stock, and all fixtures now or hereafter attached to the property, all of which, including replacements and additions thereto, shall be deemed to be and remain a part of the property covered by this Mortgage; and all of the
foregoing, together with said property are herein referred to as the “Property”. 
 Borrower(s) covenants that
Borrower(s) is/are lawfully seized of the estate hereby conveyed and has the right to mortgage, grant and convey the Property, that the Property is unencumbered, and that Borrower will warrant and defend generally the title to the Property against
all claims and demands, subject to any declarations, easements or restrictions listed in a schedule of exceptions to coverage in any title insurance policy insuring Lender’s interest in the Property. 

Borrower(s) and Lender covenant and agree as follows: 
 1. Payment of Principal, Interest, Late Charges and Service Fees. Borrower(s) shall promptly pay when due the principal of and interest on the indebtedness evidenced by the Note, late charges as
provided in the Note, reasonable service charges imposed by Lender for servicing the loan account and the principal of and interest on any Future Advances secured by this Mortgage. 

2. Funds for Taxes, Assessments and Insurance. Subject to applicable law, upon written request by Lender to Borrower(s),
Borrower(s) shall pay to Lender on the day when monthly installments of principal and interest are payable under the Note, until the Note is paid in full, a sum (herein “Funds”) equal to one-twelfth of Borrower’s share of the yearly
taxes and assessments relating to the subject Property encumbered by this Mortgage and one-twelfth of the annual maintenance fee or assessment due under the Master Deed and/or Time Sharing Declaration (herein “Condominium Assessments”), or
such other amounts or for such other periods other than monthly, e.g., quarterly or one-fourth, etc., all as reasonably estimated initially and from time to time by Lender on the basis of assessments and bills and reasonable estimates thereof.

 If Lender exercises the foregoing right, the Funds shall be held in an institution the deposits or accounts of which are
insured or guaranteed by a Federal or state agency. Lender shall apply the Funds, upon receipt of the appropriate bill or bills, to pay said taxes, assessments, and Condominium Assessments. Lender may not charge for so holding and applying the
Funds, analyzing said account, or verifying and compiling said assessments and bills, unless Lender pays to Borrower(s) interest on the Funds and applicable law permits Lender to make such a charge. Unless applicable law requires, Lender shall not
be required to pay Borrower(s) any interest on earnings on the Funds. Lender shall give to Borrower(s), without charge, an annual accounting of the Funds showing credits and debits to the Funds and the purposes for which each debit to the Funds was
made. The Funds are hereby pledged as additional security for the sums secured by this Mortgage. 

  

					
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 If the amount of the Funds held by Lender, together with the future monthly installments of
Funds payable prior to the due dates of taxes, assessments, and Condominium Assessments shall exceed the amount required to pay such taxes, assessments, and Condominium Assessments as they fall due, such excess shall be, at Borrower’s option,
either promptly repaid to Borrower(s) or credited to Borrower(s) on monthly installments of Funds. If the amount of the Funds held by Lender shall not be sufficient to pay taxes, assessments, and Condominium Assessments as they fall due, Borrower(s)
shall pay to Lender any amount necessary to make up the deficiency within thirty (30) days from the date of a notice mailed by Lender to Borrower(s) requesting payment thereof, but in no event shall Lender require payment in advance for taxes
and assessments to be held and disbursed as set forth hereunder in an amount which exceeds the estimate of the next year’s amount for same. 
 Upon payment in full of all sums secured by this Mortgage, Lender shall promptly refund to Borrower(s) any funds held by Lender. If under paragraph 16 hereof the Property is sold or the Property is
otherwise acquired by Lender, Lender shall apply, no later than immediately prior to the sale of the Property or its acquisition by Lender, any Funds then held by Lender as a credit against the sums secured by this Mortgage. 

3. Application of Payments. Unless applicable law provides otherwise, all payments received by Lender under the Note and
Paragraphs 1 and 2 hereof shall be applied by Lender first in payment of amounts payable to Lender by Borrower(s) under Paragraph 2 hereof, if any, then against advances, if any, made by Lender pursuant to Paragraph 7 of this Mortgage, then to
costs, fees, expenses and other amounts incurred and advanced by the Lender in the enforcement of its rights under the Note and this Mortgage, including, without limitation, costs and reasonable attorneys’ fees, then to unpaid service fees,
then to interest payable on the Note, then to principal under the Note, then to unpaid late charges, if any, then to interest on any Future Advances made at the Lender’s option pursuant to Paragraph 20 hereof, and then to the principal of any
Future Advances, if any, made at Lender’s option pursuant to Paragraph 20 hereof. 
 4. Charges; Liens. Borrower(s)
shall promptly pay, when due, all Condominium Assessments imposed by SurfWatch Owners Association Inc. or other governing body of SurfWatch Horizontal Property Regime (the “Condominium Association”) pursuant to the provisions of the Master
Deed, Time Sharing Declaration, By-Laws, Rules and Regulations or other constituent documents of SurfWatch Horizontal Property Regime. Borrower(s) shall pay all taxes, assessments and other charges, fines and impositions attributable to the Property
which may attain a priority over this Mortgage, in the manner provided under paragraph 2 hereof or, if not paid in such manner, by Borrower(s) making payment, when due, directly to the payee thereof. Borrower(s) shall promptly furnish to Lender all
notices of amounts due under this Paragraph, and in the event Borrower(s) shall make payment directly, Borrower(s) shall promptly furnish to Lender receipts evidencing such payments. Borrower(s) shall promptly discharge any lien which has priority
over this Mortgage; provided, that Borrower(s) shall not be required to discharge any such lien so long as Borrower(s) shall agree in writing to the payment of the obligation secured by such lien in a manner acceptable to Lender and, if requested by
Lender, immediately post with Lender an amount necessary to satisfy said obligation, or shall in good faith contest such lien by, or defend enforcement of such lien in, legal proceedings which operate to prevent the enforcement of the lien or
forfeiture of the Property or any part thereof and, if requested by Lender, immediately post with Lender an amount necessary to satisfy said obligation. 
 5. Hazard Insurance. Borrower(s) shall keep the improvements now existing or hereafter erected on the Property insured against loss by fire, hazards included within the term “extended
coverage”, and such other hazards as Lender may require and in such amounts and for such periods as Lender may require; provided, that Lender shall not require that the amount of such coverage exceed that amount of coverage required to pay the
sums secured by this Mortgage. This obligation shall be deemed satisfied so long as the Condominium Association maintains a “master” or “blanket” policy in accordance with the terms hereof. 

The insurance carrier providing the insurance shall be chosen by Borrower(s) or the Condominium Association subject to approval by
Lender; provided, that such approval shall not be unreasonably withheld. If required, all premiums on insurance policies shall be paid in the manner provided under paragraph 2 hereof, or, if not paid in such manner, by Borrower(s) or the Condominium
Association making payment, when due, directly to the insurance carrier. 
 All insurance policies and renewals thereof shall be
in a form acceptable to Lender and shall include a standard mortgage clause in favor of and in a form acceptable to Lender. Borrower(s) shall give Lender prompt notice of any lapse in hazard insurance coverage. In the event of loss, Borrower(s)
shall give prompt notice to the insurance carrier and Lender. Lender may make proof of loss if not made promptly by Borrower(s). 
 Pursuant to the terms of the Master Deed and/or Time Sharing Declaration, insurance proceeds shall be applied to restoration or repair of the Property damaged, whether the unit or the common elements. To
the extent such insurance proceeds exceed the cost of such restoration or repair and the Board of Directors of the Condominium Association decides to disburse such excess, Borrower’s share of such excess shall be applied to the sums secured by
this Mortgage, with the excess, if any, paid to Borrower(s). 
 Unless Lender and Borrower(s) otherwise agree in writing, any
such application of proceeds to principal shall not exceed or postpone the due date of the monthly installments referred to in paragraphs 1 and 2 hereof or change the amount of such installments. If under paragraph 17 hereof the Property is acquired
by Lender, all right, title and interest of Borrower(s) in and to any insurance policies and in and to any excess insurance proceeds thereof from damage to the Property prior to the sale or acquisition shall pass to Lender to the extent of the sums
secured by this Mortgage immediately prior to such sale or acquisition. 
 6. Preservation and Maintenance of Property;
Condominium. Borrower(s) shall keep the Property in good repair and shall not commit waste or permit impairment or deterioration of the Property. Borrower(s) shall perform all of Borrower’s obligations under the Master Deed and/or Time
Sharing Declaration, the By-Laws, Rules and Regulations of the Condominium Association, and constituent documents. Borrower(s) shall take such actions as may be reasonable to insure that the Condominium Association maintains a public liability
insurance policy acceptable in form, amount, and extent of coverage to Lender. 
 7. Protection of Lender’s
Security. If Borrower(s) fail(s) to perform the covenants and agreements contained in this Mortgage, or if any action or proceeding is commenced which materially affects Lender’s interest in the Property, including, but not limited to,
eminent domain, insolvency, code enforcement, or arrangements or proceedings involving a bankruptcy or decedent, then Lender at Lender’s option, upon notice to Borrower(s), may make such appearances, disburse such sums and take such action as
is necessary to protect Lender’s interest, including, but not limited to, disbursement of funds to pay reasonable attorneys’ fees and entry upon the Property to make repairs. 

Any amounts disbursed by Lender pursuant to this paragraph 7, with interest thereon, shall become additional indebtedness of Borrower(s)
secured by this Mortgage. Unless Borrower(s) and Lender agree to other terms or payment, such amount shall be payable upon notice from Lender to Borrower(s) requesting payment thereof, and shall bear interest from the date of disbursement at the
rate payable from time to time on outstanding principal under the Note unless payment of interest at such rate would be contrary to applicable law, in which event such amounts shall bear interest at the highest rate permissible under applicable law.
Nothing contained in this paragraph 7 shall require Lender to incur any expense or take any action hereunder. 

  

					
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 8. Inspection. Lender may make or cause to be made reasonable entries upon and
inspections of the Property, provided that Lender shall give Borrower(s) notice prior to any such inspection specifying reasonable cause therefore related to Lender’s interest in the Property. 

9. Condemnation. The proceeds of any award or claim for damages, direct or consequential, payable to Borrower(s) in connection
with any condemnation or other taking of all or any part of the Property, whether of the unit or the common elements or for any conveyance in lieu of condemnation, pursuant to the terms of the Master Deed and/or Time Sharing Declaration, are hereby
assigned and shall be paid to Lender as provided hereunder. 
 Unless Lender and Borrower(s) otherwise agree in writing, any
such application of proceeds to principal shall not extend or postpone the due date of the monthly installments referred to in paragraphs 1 and 2 hereof or change the amount of such installments. 

10. Borrower(s) Not Released. Extension of the time for payment or modification of amortization of the sums secured by this
Mortgage granted by Lender to any successor in interest of Borrower(s) shall not operate to release, in any manner, the liability of the original Borrower(s) and Borrower’s successors in interest. Lender shall not be required to commence
proceedings against such successor or refuse to extend time for payment or otherwise modify amortization of the sums secured by this Mortgage by reason of any demand made by the original Borrower(s) and Borrower’s successors in interest.

 11. Forbearance by Lender Not a Waiver. Any forbearance by Lender in exercising any right or remedy hereunder, or
otherwise afforded by applicable law, shall not be a waiver of or preclude the exercise of any such right or remedy. The procurement of insurance or the payment of taxes or other liens or charges by Lender shall not be a waiver of Lender’s
right to accelerate the maturity of the indebtedness secured by this Mortgage. 
 12. Remedies Cumulative. All remedies
provided in this Mortgage are distinct and cumulative to any other right or remedy under this Mortgage or afforded by law or equity, and may be exercised concurrently, independently or successively. 

13. Successors and Assigns Bound; Joint and Several Liability; Captions. Subject to the terms and provisions of paragraph 16
below, the covenants and agreements herein contained shall bind, and the rights hereunder shall inure to, the respective successors and assigns of Lender and Borrower(s). All covenants and agreements of Borrower(s) shall be joint and several. The
captions and headings of the paragraphs of this Mortgage are for convenience only and are not to be used to interpret or define the provisions hereof. 
 14. Notice. Except for any notice required under applicable law or under the Note, as applicable, to be given in another manner, (a) any notice to Borrower(s) provided for in this Mortgage
shall be given by mailing such notice by U.S. Mail, postage prepaid, addressed to Borrower(s) at the Borrower’s address as set forth in the Note, or at such other address as Borrower(s) may designate by notice to Lender as provided herein, and
(b) any notice to Lender shall be given by certified mail, return receipt requested, to Lender’s address stated herein or to such other address as Lender may designate by notice to Borrower(s) as provided herein. Any notice provided for in
this Mortgage shall be deemed to have been given to Borrower(s) or Lender when given in the manner designated herein. In the event of a judicial action to enforce this Mortgage, Borrower hereby agrees that any notice required or service of process
made incident thereto shall be sufficient if made to the above address. Borrower may change such address by giving Lender notice of a change of address in writing to Lender’s address stated herein. 

15. Governing Law; Severability. This Mortgage shall be governed by the laws of the state where the Property is located. In the
event that any provision or clause of this Mortgage or the Note conflicts with applicable law, such conflict shall not affect other provisions of this Mortgage or the Note which can be given effect without the conflicting provision, and to this end
the provisions of the Mortgage and the Note are declared to be severable. 
 16. Transfer of the Property; Assumption. If
all or any part of the Property or an interest therein is sold (or leased with an option to purchase) or transferred by Borrower(s) without Lender’s prior written consent, excluding (a) a transfer by devise, descent or by operation of law
upon the death of a joint tenant, or (b) the creation of a lien or encumbrance subordinate to this Mortgage, Lender may, at Lender’s option, declare all the sums secured by this Mortgage to be immediately due and payable. Lender shall have
waived such option to accelerate if, and only if, prior to the sale (or lease with option to purchase) or transfer, Lender and the person to whom the Property is to be sold (or leased) or transferred reach agreement in writing that the credit of
such person is satisfactory to Lender and that the interest payable on the sums secured by this Mortgage shall be at such rate as Lender shall request. If Lender has waived the option to accelerate provided in this paragraph 16, and if
Borrower’s successor in interest has executed a written assumption agreement accepted in writing by Lender, Lender shall release Borrower(s) from all obligations under this Mortgage and the Note. 

If Lender exercises such option to accelerate, Lender shall mail Borrower(s) notice of acceleration in accordance with paragraph 14
hereof. Such notice shall provide a period of not less than fifteen (15) days from the date the notice is mailed within which Borrower(s) may pay the sums declared due. If Borrower(s) fails to pay such sums prior to the expiration of such
period, Lender may, without further notice or demand on Borrower(s), invoke any remedies permitted by paragraph 17 hereof. 

17. Acceleration; Remedies. Except as provided in paragraph 16 hereof, upon Borrower’s breach of any covenant or agreement of
Borrower(s) in this Mortgage, including the covenants to pay when due any sums secured by this Mortgage, Lender prior to acceleration shall mail notice to Borrower(s) as provided in paragraph 14 hereof specifying: (1) the breach; (2) the
action required to cure such breach; (3) a date, not less than fifteen (15) days from the date the notice is mailed to Borrower(s), by which such breach must be cured; and (4) that failure to cure such breach on or before the date
specified in the notice may result in acceleration of the sums secured by this Mortgage, foreclosure by judicial proceeding or other proceedings consistent with the law, and sale of Property. If the breach is not cured on or before the date
specified in the notice, Lender at Lender’s option, may declare, without further demand, all of the sums secured by this Mortgage to be immediately due and payable and may foreclose this Mortgage by judicial proceedings. Lender shall be
entitled to collect all expenses of collection, including, but not limited to, reasonable attorney’s fees, whether or not action be instituted hereon, court costs, and costs of documentary evidence, abstracts and title reports. As used in this
Mortgage and in the Note, “attorney’s fees” shall include attorney’s fees, if any, which may be awarded by an appellate court. 
 18. Non-Judicial Foreclosure. There is a mortgage lien against your timeshare estate which must be repaid in accordance with this Mortgage. Your failure to make timely payments required by this
Mortgage may result in foreclosure of the mortgage lien. The Borrower (hereinafter in this paragraph 18 referred to as “Mortgagor”) acknowledges that, if the obligations established by this Mortgage are not satisfied and the Mortgagor does
not cure the default in accordance with the terms hereof, the mortgage lien created by this Mortgage may be foreclosed through a nonjudicial procedure in accordance with Article 3 of Chapter 32 of Title 27 of the Code of Laws of South Carolina. The
Mortgagor understands that he or she will not be subject to a deficiency judgment or personal liability for the mortgage lien resulting from a nonjudicial foreclosure procedure even if the sale of his or her timeshare estate resulting from the
foreclosure for the mortgage lien is insufficient to satisfy the amount of the mortgage lien. The Mortgagor further acknowledges that the trustee will send the notice required by this procedure to the Mortgagor’s notice address, and the
Mortgagor agrees to inform the Mortgagee of any change in the Mortgagor’s address. The Mortgagor consents to notification by certified or registered mail and agrees that any person at the Mortgagor’s notice address may acknowledge receipt
of any correspondence received in connection with this procedure. The 

  

					
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Mortgagor understands that the trustee may notify Mortgagor of the commencement of the procedure by publication if delivery of the notice is not accepted at the notice address. If the Mortgagor
sends the trustee a written objection to the nonjudicial procedure stating the reasons for such objection, the matter will be transferred to a judicial foreclosure procedure, but the Mortgagor understands and agrees that in the judicial foreclosure
procedure, he or she may be subject to a deficiency judgment or personal liability for the mortgage lien if the sale of his or her timeshare estate resulting from the foreclosure is insufficient to satisfy the amount of the mortgage lien. The
Mortgagor further understands and agrees that in the judicial foreclosure procedure if the court finds that there is a complete absence of a justifiable issue of either law or fact raised by the objection or defense, the Mortgagor may be personally
liable for the costs and attorney’s fees incurred by the Mortgagee in the judicial foreclosure. 
 McNair Law Firm
P.A. is hereby named Trustee of the within conveyed Property for the purposes of the timeshare lien foreclosure pursuant to and in accordance with Article 3 of Chapter 32 of Title 27 Code of Laws of South Carolina. 

19. Assignment of Rents; Appointment of Receiver. As additional security hereunder, Borrower(s) hereby assigns to Lender the rents
of the Property, provided that Borrower(s) shall, prior to acceleration under paragraph 17 hereof or abandonment of the Property, have the right to collect and retain such rents as they become due and payable. 

Upon acceleration of the Note or abandonment of the Property, Lender shall be entitled without notice, to enter upon, take possession of
and manage the Property and to collect the rents of the Property, including those past due. All rents collected shall be appointed first to payment of the costs of management of the Property and collection of rents, including, but not limited to,
management fees, court costs, and reasonable attorneys’ fees and then to the sums secured by this Mortgage. The Lender shall be liable to account only for those rents actually received. Borrower(s) shall not be entitled to possession or
use of the Property after abandonment or after the Lender has accelerated the balance due under the Note. Alternatively, Lender may seek the appointment of a receiver to manage and collect rents from the Property. If a receiver is appointed, any
income from rents from the Property shall be applied first to the costs of receivership, and then in the order set forth above. 

20. Future Advances. Upon request by Borrower(s), Lender, at Lender’s option, may make Future Advances to Borrower(s). Such
Future Advances, with interest thereon, shall be secured by this Mortgage when evidenced by promissory notes stating that said notes are secured hereby. At no time shall the principal amount of the indebtedness secured by this Mortgage, not
including sums advanced in accordance herewith to protect the security of this Mortgage, exceed one hundred fifty percent (150%) of the original amount of the Note. 
 21. Lender’s Prior Consent. Borrower(s) shall not, except after notice to Lender and with Lender’s prior written consent, either partition or subdivide the Property or consent to:

 (i) The abandonment or termination of SurfWatch Horizontal Property Regime, except for abandonment or termination required by
law in the case of substantial destruction by fire or other casualty or in the case of a taking by condemnation or eminent domain; 
 (ii) any amendment to any provision of the Master Deed and/or Time Sharing Declaration, By-Laws or Rules and Regulations of the Condominium Association, or equivalent constituent documents of SurfWatch
Horizontal Property Regime which is for the express benefit of Lender; or 
 (iii) any action which would have the effect of
rendering the public liability insurance coverage maintained by the Condominium Association unacceptable to Lender. 
 22.
Attorneys’ Fees. As used in this Mortgage and in the Note, “attorneys’ fees” shall include attorneys’ fees, if any, and related costs incurred by Lender in the enforcement of its rights under the Note and/or Mortgage,
whether or not legal action is instituted, and any fees and costs of trial and appellate proceedings. 
 23. Venue and
Jurisdiction. Borrower hereby consents to the enforcement of the Note and Mortgage in Beaufort County, South Carolina and hereby submits to the jurisdiction of the courts of the state of South Carolina for such purpose. 

IN WITNESS WHEREOF, Borrower(s) has/have executed this Mortgage on the day and year first written above. 

 

									
	Signed in the presence of:	 		 	
					
	(2)	 	 	 		 	(1)	 	 
	First Witness signs here	 		 	Mortgagor: «LEGAL_NAME_1»

  

									
					
	(3)	 	 	 		 	(1)	 	 
	Second Witness signs here	 		 	Mortgagor: «LEGAL_NAME_2»
	(Notary may sign as 2nd witness)	 		 	

  

									
					
		 		 		 	(1)	 	 
		 		 		 	Mortgagor: «LEGAL_NAME_3»

  

									
					
		 		 		 	(1)	 	 
		 		 		 	Mortgagor: «LEGAL_NAME_4»

  

					
	STATE OF _____________	  	)	  	ACKNOWLEDGMENT
			
	 COUNTY OF ___________
	  	)	  	

 I, the undersigned Notary Public do hereby certify that «LEGAL_NAME» personally appeared
before me this day and acknowledged the due execution of the foregoing instrument. 
 Witness my hand and official seal this the
             day of
                                    ,
                . 
  

			
	NOTARY SIGN____________________________
	NOTARY PUBLIC FOR:	 	 
	My commission expires:	 	 


 (SEAL HERE) 

  

					
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 This document prepared and recorded under the supervision of the «SC_ATTY» 

Return to: Marriott Ownership Resorts, Inc., P.O. Box 24747, Lakeland, FL 33802 

  

					
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 UTAH SAMPLE (MVC) 

(INDIVIDUAL) 
 Upon closing of
the purchase to which this Note applies, the undersigned hereby authorize(s) closing agent or Holder to complete this Note by inserting the applicable dates for commencement of payments due hereunder, the monthly payment date and the final payment
date. DO NOT DESTROY THIS NOTE. When paid, this Note, with the Trust Deed securing the same, must be surrendered to the Trustee for cancellation before reconveyance will be made. 

PROMISSORY NOTE 
 Resort Interest No.(s): 
 ______________________________ 

MountainSide Condominium 
  

			
	 US $______________________
	  	___________________, 20__    

 FOR VALUE RECEIVED, the undersigned (“Borrower(s)”) promise(s) to pay to the order of
MARRIOTT OWNERSHIP RESORTS, INC., (said party or any other party to whom this Note may be transferred and assigned is hereinafter called the “Holder”), P.O. Box 8038, Lakeland, Florida 33802, or order, the principal sum of
                                         
    U.S. Dollars (US $                 ), with interest on the unpaid balance from the date of this Note, or
                                 (whichever is later), until paid, at the rate of
             percent (                %) per annum. Interest shall be calculated by applying
the stated annual rate against the unpaid principal for the actual number of days elapsed divided by a 360 day year. Principal and interest shall be payable, without offset, in lawful money of the United States at the Holder’s address set forth
above, or such other place as the Holder may from time to time designate, in consecutive monthly installments of              U.S. Dollars (US
$            ), beginning on the              day of
                                        
and continuing thereafter on the same day of each month, with the remaining unpaid balance, together with accrued interest thereon, due and payable, if not sooner paid, on
                                         
                   . 
 The
indebtedness evidenced by this Note is secured by a Trust Deed, dated of even date herewith, creating a lien on the real property described therein (the “Property”), located in Park City, Summit County, Utah. Reference is made to said
Trust Deed for rights of the Holder upon acceleration of the indebtedness evidenced by this Note. 
 Each monthly payment shall
be tendered with a $5.00 service fee. If any monthly installment is not received by the Holder within ten (10) days after the date the installment is due, Borrower(s) shall pay to the Holder a late charge of six percent (6%) of such late
installment or $15.00, whichever is greater. The Holder may apply any payment received by it to the payment of all late charges then owing before application to interest or principal. Such late charge is in addition to and not in lieu of or
diminution of any other rights and remedies of the Holder of this Note. 
 Each payment made by Borrower(s) shall be credited on
account of amounts due in the order specified in Paragraph 20 of the Trust Deed. 
 Borrower(s) may prepay the principal amount
outstanding in whole or in part without a penalty. Any partial prepayment in excess of the amounts then due shall be applied against the principal amount outstanding but shall not postpone the due date of any subsequent monthly installments or
change the amount of such installments. 
 The makers, sureties, guarantors and endorsers hereof severally waive presentment for
payment, demand and notice of dishonor and nonpayment of this Note, and consent to any and all extensions of time, renewals, waivers or modifications that may be granted by the Holder hereof with respect to the payment or other provisions of this
Note, and to the release of any security, or any part thereof, with or without substitution. This Note shall be the joint and several obligation of all makers, sureties, guarantors and endorsers, and shall be binding upon them and their respective
heirs, personal representatives, successors and assigns. 
 At the option of the Holder, the entire unpaid principal amount
outstanding and accrued interest thereon shall become due and payable without demand or further notice to Borrower(s) upon: 
  

	 	a.	Failure of Borrower(s) to pay when due any monthly installment payable hereunder which remains unpaid after a date specified in a notice (not less than fifteen
(15) days from the date such notice is mailed) from the Holder to Borrower(s); 

  

	 	b.	The insolvency (however evidenced) of or the institution of proceedings in bankruptcy by or against Borrower(s); 


 

	 	c.	The sale (or lease with option to purchase) or transfer of all or any part of the Property or any interest therein without the prior written consent of the Holder,
excluding a transfer by devise, descent or by operation of law upon the death of a joint tenant therein; or 

  

	 	d.	Failure of Borrower(s) to comply with the covenants of the Trust Deed after notice and failure to cure as provided in the Trust Deed. 


The Holder may exercise its option to accelerate during any default by Borrower(s) regardless of any prior forbearance. If this Note is
not paid when due, whether at maturity or by acceleration, the Holder shall be entitled to collect all reasonable costs and expenses of collection, including, but not limited to, attorneys’ fees, whether or not action be instituted hereon.

 Any notice to Borrower(s) provided for in this Note shall be deemed to have been given after mailing same by U.S. mail,
postage prepaid (or such other more expeditious method as may be appropriate in the case of foreign addresses, as Holder may choose in its discretion), addressed to Borrower(s) at the address stated below, or to such other address as Borrower(s) may
designate by written notice to the Holder. Any notice to the Holder shall be deemed to have been given by mailing such notice by U.S. certified mail, return receipt requested, (or in the case of a notice originating in a foreign country, by such
other method that results in the Holder acknowledging in writing receipt of the notice), at 1200 U.S. 98 South, Lakeland, Florida 33801, or at such other address as may be designated by written notice to Borrower(s). 

Wherever possible, each provision of this Note shall be interpreted in such manner as to be effective and valid under applicable law, but
if any provision of this Note shall be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining
provisions of this Note. 
 It is the intention of Borrower(s) and Holder to conform strictly to the applicable usury laws. It
is, therefore, agreed that (i) in the event that the maturity of this Note is accelerated by reason of an election by Holder or if this Note is prepaid prior to maturity, all unearned interest, if any, shall be canceled automatically, or, if
theretofore paid, shall either be refunded to Borrower(s) or credited to the unpaid principal amount of this Note, whichever remedy is chosen by Holder; (ii) the aggregate of all interest and other charges constituting interest under applicable
law, and contracted for, chargeable or receivable under this Note or otherwise in connection with this loan transaction shall neither exceed the maximum amount of interest, nor produce a rate in excess of the maximum non-usurious rate of interest
that Holder may charge Borrower(s) under applicable law and in regard to which Borrower(s) may not successfully assert the claim or defense of usury; and (iii) if any excess interest is provided for or collected, it shall be deemed a mistake
and the same shall either be refunded to Borrower(s) or be credited on the unpaid principal amount hereof, and this Note shall be automatically 

  

					
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		  	Page 1 of 2	  	









 
deemed reformed so as to permit only the collection of the maximum non-usurious rate and amount of interest allowable under applicable law. 

This Note shall be governed by, construed under and enforced in accordance with the laws of the State of Utah. Borrower(s) consent(s) to
jurisdiction and venue in the state and federal courts within the State of Utah. 
  

							
	BORROWER(S) ADDRESS:	 		 	BORROWER(S):	 	
				
	  	 		 	  	 	(SEAL)
	 	 		 	(Name of Individual)	 	

  

							
	  	 		 	  	 	(SEAL)
		 		 	(Name of additional Individual)	 	

  

							
				
	 	 		 	  	 	(SEAL)
		 		 	(Name of additional Individual)	 	

  

							
				
	 	 		 	  	 	(SEAL)
		 		 	(Name of additional Individual)	 	

 (Execute Original Only) 

  

					
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 UTAH SAMPLE (MVC) 
 WHEN RECORDED, MAIL TO: 
 First American Title Insurance Agency, LLC 

81 S. Main Street 
 P.O. Box 160 

Heber City, Utah 84032 
 TRUST
DEED 
 With Assignment of Rents 
 THIS TRUST DEED, made this                  day of
                                , 20    
between
                                         
               , whether one or more, as TRUSTOR, whose address
is                                        
                                         
                                

                       
                                         
                                         
       (Street and number) 

                        
                                         
                   , and First American Title Insurance Agency, LLC, 81 S. Main Street, P.O. Box 160, Heber City, Utah 84032, as TRUSTEE, and
MARRIOTT OWNERSHIP RESORTS, INC., a Delaware Corporation, whose address is 1200 U.S. 98 South, Lakeland, Florida 33801, as BENEFICIARY. 
 WITNESSETH: That Trustor CONVEYS AND WARRANTS TO TRUSTEE IN TRUST, WITH POWER OF SALE, the following described real property (herein the “Property”), lying situate and being in Park City,
Summit County, Utah: 
 Resort Interest
No(s):                ,               ,
                , and                 , together with, for
each such Resort Interest, an undivided interest in the Common Areas and Facilities in MountainSide Condominium, as more particularly shown and described in the Declaration of Condominium establishing the said condominium, being
dated                         and recorded in the Office of the County Recorder for Summit County, Utah on
                        , Entry
No.                    , Book
                    , at Page
                    , as may be amended or supplemented from time to time (the “Declaration”), and by reference to that certain
recorded Record of Survey Map dated                    , and recorded in the Office of the County Recorder for Summit County, Utah as part of
the Declaration, Entry No.                    , as may be further amended or supplemented from time to time; 

TOGETHER WITH all of the rights, title privileges, easements, and common areas and facilities appertaining to the above described
Resort Interest (s), as set forth in the Declaration; 
 TOGETHER WITH all and singular the rights, members,
hereditaments and appurtenances to the said property belonging or in any way incidental or appertaining; 
 TOGETHER WITH
all fixtures and improvements now or hereafter located thereon and all water rights, rights of way, easements, rents, issues, profits, income, tenements, hereditaments, privileges and appurtenances thereunto belonging, now or hereafter used or
enjoyed with the Property, or any part thereof, SUBJECT, HOWEVER, to the right, power and authority hereinafter given to and conferred upon Beneficiary to collect and apply such rents, issues, and profits; 

FOR THE PURPOSE OF SECURING (1) payment of the indebtedness evidenced by a promissory note, in the principal sum of
$                            , made by Trustor, payable to the order of the Beneficiary at the times,
in the manner and with interest as therein set forth, and any extensions and/or renewals or modifications thereof (herein the “Note”); (2) the performance of each agreement of Trustor herein contained; (3) the payment of


  

					
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such additional loans or advances (herein “Future Advances”) as hereafter may be made to Trustor, or his successors or assigns, when evidenced by a promissory note or notes reciting
that they are secured by this Trust Deed; and (4) the payment of all sums expended or advanced by Beneficiary under or pursuant to the terms hereof, together with interest thereon as herein provided. 

Trustor covenants that Trustor is lawfully seized of the estate hereby conveyed and has the right to mortgage, grant and convey the
Property, that the Property is unencumbered, and that Borrower will warrant and defend generally the title to the Property against all claims and demands, subject to any declarations, easements or restrictions listed in a schedule of exceptions to
coverage in any title insurance policy insuring Beneficiary’s interest in the Property. 
 Trustor shall promptly pay when
due the principal of and interest on the indebtedness evidenced by the Note, late charges as provided in the Note, reasonable service charges imposed by Beneficiary for servicing the loan account, and the principal of and interest on any Future
Advances secured by this Trust Deed. 
 TO PROTECT THE SECURITY OF THIS TRUST DEED, TRUSTOR AGREES: 

1. Trustor’s Obligations Concerning Property. To keep the Property in good condition and repair; not to remove or
demolish any building thereon, to restore promptly and in good and workmanlike manner any building thereon which may be damaged or destroyed; to comply with all laws, covenants and restrictions affecting the Property; not to commit or permit waste
thereof; not to commit, suffer or permit any act upon the Property in violation of law; to do all other acts which from the character or use of the Property may be reasonably necessary, including complying with the provisions of the Declaration, the
By-Laws and Rules and Regulations of MountainSide Condominium Association Inc. (“Condominium Association”), and all other documents pertaining to the Condominium Association. 

Trustee, upon presentation to it of an affidavit signed by Beneficiary, setting forth facts showing a default by Trustor under this
numbered paragraph, is authorized to accept as true and conclusive all facts and statements therein, and to act thereon hereunder. 
 2. Insurance. To take such actions as may be reasonable to insure that the Condominium Association each provides and maintains insurance of such types and amounts as the Declaration may
require, covering the improvements now existing or hereafter erected or placed on the Property. Such insurance shall be carried in companies approved by Beneficiary, with loss payable clauses in favor of and in form acceptable to Beneficiary. In
event of loss, Trustor shall give immediate notice to Beneficiary, who may make proof of loss, and each insurance company concerned is hereby authorized and directed to make payment for such loss directly to Beneficiary instead of Trustor and
Beneficiary jointly. The insurance proceeds, if required by the Declaration or vote of the unit owners, shall be applied by Beneficiary to the restoration or repair of the property damaged. 

To the extent such insurance proceeds exceed the cost of such restoration or repair and the Board of Trustees of the Condominium
Association decides to disburse such excess, Trustor’s share of such excess shall be applied to the sums secured hereby, with the excess, if any, paid to Trustor. Unless Beneficiary and Trustor otherwise agree in writing, any such application
of proceeds to principal shall not postpone the due dates of the monthly installments payable by Trustor hereunder, nor change the amount of such installments. If under the provisions of this Trust Deed, the Property is acquired by Beneficiary, all
right, title and interest of Trustor in and to any insurance policies and in and to any excess insurance proceeds thereof from damage to the Property prior to the sale or acquisition shall pass to Beneficiary to the extent of the sums secured by
this Trust Deed immediately prior to such sale or acquisition. 
 3. Evidence of Title. To deliver to, pay for and
maintain with Beneficiary until the indebtedness secured hereby is paid in full, such evidence of title as Beneficiary may require including a policy of title insurance. 
 4. Trustor to Defend Title. To appear in and defend any action or proceeding purporting to affect the security hereof, the title to the Property, or the rights or powers of Beneficiary or
Trustee; and should Beneficiary or Trustee elect also to appear in or defend any such action or proceeding, to pay all costs and expenses including cost of evidence of title and attorney’s fees in a reasonable sum incurred by Beneficiary or
Trustee. 
 5. Real Estate Taxes; Maintenance Fees; Other Charges. 

(a) To pay at least 10 days before delinquency all taxes and assessments affecting the Property, including all Regular
Resort Assessments and Special Resort Assessments (as those terms are defined in the Declaration) arising under the Declaration (collectively the “Common Assessments”); to pay, when due, all


  
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encumbrances, charges, and liens with interest, on the Property or any part thereof, which at any time appear to be prior or superior hereto; to pay all costs, fees, and expenses of this Trust.

 (b) Subject to applicable law, upon written request by Beneficiary to Trustor, Trustor shall pay to
Beneficiary on the day when monthly installments of principal and interest are payable under the Note, until the Note is paid in full, a sum (herein “Funds”) equal to one-twelfth of Trustor’s share of the yearly taxes and assessments
relating to the subject Property encumbered by this Trust Deed and one-twelfth of the annual Common Assessment due under the Declaration, or such other amounts or for such other periods other than monthly, e.g. quarterly, etc., all as reasonably
estimated initially and from time to time by Beneficiary on the basis of assessments and bills and reasonable estimates thereof. 
 (c) If Beneficiary exercises the right set forth in b) above, the Funds shall be held in an institution the deposits or accounts of which are insured or guaranteed by a Federal or State agency.
Beneficiary shall apply the Funds, upon receipt of the appropriate bill or bills, to pay said taxes and Common Assessments. Beneficiary may not charge for so holding and applying the Funds, analyzing said account, or verifying and compiling said
Common Assessments and bills, unless Beneficiary pays to Trustor interest on the Funds and applicable law permits Beneficiary to make such a charge. Unless applicable law requires, and except as provided above, Beneficiary shall not be required to
pay Trustor any interest on the Funds. Beneficiary shall give to Trustor, without charge, an annual accounting of the Funds showing credits and debits to the Funds and the purposes for which each debit to the Funds was made. The Funds are hereby
pledged as additional security for the sums secured by this Trust Deed. 
 (d) If the amount of the Funds held by
Beneficiary, together with the future monthly installments of Funds payable prior to the due dates of taxes and Common Assessments, shall exceed the amount required to pay such taxes and Common Assessments as they fall due, such excess shall be, at
Trustor’s option, either promptly repaid to Trustor or credited to Trustor on future monthly installments of Funds. If the amount of the Funds held by Beneficiary shall not be sufficient to pay taxes and Common Assessments as they fall due,
Trustor shall pay to Beneficiary any amount necessary to make up the deficiency within thirty (30) days from the date of a notice mailed by Beneficiary to Trustor requesting payment thereof, but in no event shall Beneficiary require payment in
advance for taxes and Common Assessments to be held and disbursed as set forth hereunder in an amount which exceeds the estimate of the next year’s amount for same. 

(e) Upon payment in full of all sums secured by this Trust Deed, Beneficiary shall promptly refund to Trustor any Funds
held by Beneficiary. If in the exercise of Beneficiary’s remedies under this Trust Deed, the Property is sold or the Property is otherwise acquired by Beneficiary, Beneficiary shall apply, no later than immediately prior to the sale of the
Property or its acquisition by Beneficiary, any Funds then held by Beneficiary as a credit against the sums secured by this Trust Deed. 
 6. Protection of Security of Trust Deed. Should Trustor fail to make any payment or to do any act as herein provided, then Beneficiary or Trustee, but without obligation so to do and without
notice to or demand upon Trustor and without releasing Trustor from any obligation hereof, may (i) make or do the same in such manner and to such extent as either may deem necessary to protect the security hereof, Beneficiary or Trustee being
authorized to enter upon the Property for such purposes; (ii) commence, appear in and defend any action or proceeding purporting to affect the security hereof or the rights or powers of Beneficiary or Trustee; (iii) pay, purchase, contest,
or compromise any encumbrance, charge or lien which in the judgment of either appears to be prior or superior hereto; and (iv) in exercising any such powers, incur any liability, expend whatever amounts in its absolute discretion it may deem
necessary therefor, including cost of evidence of title, employ counsel, and pay his reasonable fees. Trustor agrees to pay immediately and without demand all sums expended hereunder by Beneficiary or Trustee, with interest from date of expenditure
at the rate payable from time to time on outstanding principal under the Note until paid, and the repayment thereof shall be secured hereby. 
 7. Right of Entry. To permit Beneficiary to make or cause to be made reasonable entries upon and inspections of the Property, provided that Beneficiary shall give Trustor notice prior to any
such inspection, specifying reasonable cause. 
 IT IS MUTUALLY AGREED THAT: 

8. Condemnation Awards and Insurance Proceeds. Should the Property or any part thereof be taken or damaged by reason of any
public improvement or condemnation proceeding, or damaged by fire, or earthquake, or in any other manner, Beneficiary shall be entitled to all compensation, awards, and other payments or 

  
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relief therefor, and shall be entitled at its option to commence, appear in and prosecute in its own name, any action or proceedings, or to make any compromise or settlement, in connection with
such taking or damage. All such compensation, awards, damages, rights of action and proceeds, including the proceeds of any policies of fire and other insurance affecting the Property, are hereby assigned to Beneficiary, who may, after deducting
therefrom all its expenses, including attorney’s fees, apply the same on any indebtedness secured hereby. Trustor agrees to execute such further assignments of any compensation, award, damages, and rights of action and proceeds as Beneficiary
or Trustee may require. Unless Beneficiary and Trustor otherwise agree in writing, any application of proceeds to the indebtedness secured hereby shall not postpone the due date of the monthly installments payable under the terms of the Note or
pursuant to Paragraph 5 hereof, nor change the amount of such installments. 
 9. Actions by Trustee. At any time
and from time to time upon written request of Beneficiary, payment of its fees and presentation of this Trust Deed and the Note for endorsement (in case of full reconveyance, for cancellation and retention), without affecting the liability of any
person for the payment of the indebtedness secured hereby, Trustee may (a) consent to the making of any map or plat of the Property; (b) join in granting any easement or creating any restriction thereon; (c) join in any subordination
or other agreement affecting this Trust Deed or the lien or charge thereof; (d) reconvey, without warranty, all or any part of the Property. The grantee in any reconveyance may be described as “the person or persons entitled thereto”,
and the recitals therein of any matters or facts shall be conclusive proof of the truthfulness thereof. Trustor agrees to pay reasonable Trustee’s fees for any of the services mentioned in this paragraph. 

10. Conditional Assignment of Rents. As additional security, Trustor hereby assigns to Beneficiary, during the continuance
of these trusts, all rents, issues, royalties, and profits of the Property affected by this Trust Deed and of any personal property located thereon. Until Trustor shall default in the payment of any indebtedness secured hereby or in the performance
of any agreement hereunder, Trustor shall have the right to collect all such rents, issues, royalties, and profits earned prior to default as they become due and payable. From and after any such default by Trustor, Trustor’s right to collect
any of such sums shall cease, and Beneficiary shall have the right, with or without taking possession of the Property, to collect all rents, royalties, issues, and profits. Failure or discontinuance of Beneficiary at any time or from time to time to
collect any such sums shall not in any manner affect the subsequent enforcement by Beneficiary of the right, power, and authority to collect the same. Nothing contained herein, nor the exercise of the right by Beneficiary to collect, shall be, or be
construed to be, an affirmation by Beneficiary of any tenancy, lease or option, nor an assumption of liability under, nor a subordination of the lien or charge of this Trust Deed to, any such tenancy, lease or option. 

11. Receiver. Upon any default by Trustor hereunder, Beneficiary may at any time without notice, either in person, by
agent, or by a receiver to be appointed by a court (Trustor hereby consenting to the appointment of Beneficiary as such receiver), and without regard to the adequacy of any security for the indebtedness hereby secured, enter upon and take possession
of the Property or any part thereof, in its own name sue for or otherwise collect any rents, issues, and profits, including those past due and unpaid, and apply the same, less costs and expenses of operation and collection, including reasonable
attorney’s fees, upon any indebtedness secured hereby, and in such order as Beneficiary may determine. Beneficiary shall be liable to account to Trustor only for those rents actually received. 

12. Exercise of Rights by Beneficiary Shall Not Constitute a Cure. The entering upon and taking possession of the Property,
the collection of such rents, issues, and profits, or the proceeds of fire and other insurance policies, or compensation or awards for any taking of or damage to the Property and the application or release thereof as aforesaid, shall not cure or
waive any default or notice of default hereunder or invalidate any act done pursuant to such notice. 
 13. Notice of
Sale. The Trustor requests that a copy of any notice of sale hereunder be mailed to him at the address hereinbefore set forth. 
 14. Trustor’s Default. Time is of the essence hereof. Upon default by Trustor in the payment of any indebtedness secured hereby or in the performance of any agreement hereunder,
Beneficiary, prior to acceleration of the debt, shall mail notice to Trustor as provided in paragraph 23 hereof, specifying: (i) the breach; (ii) the action required to cure such breach; (iii) a date, not less than fifteen
(15) days from the date the notice is mailed to Trustor by which such breach must be cured; and (iv) that failure to cure such breach on or before the date specified in the notice may result in acceleration of the sums secured by this
Trust Deed and sale of the Property by the Trustee or at foreclosure by judicial proceeding. If the breach is not cured on or before the date specified in the notice, Beneficiary, at Beneficiary’s option, may declare, without further demand,
all of the sums secured by this Trust Deed to be immediately due and payable and may either direct the Trustee to sell the Property or foreclose this Trust Deed 

  
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by judicial proceedings. Beneficiary shall be entitled to collect all expenses of collection, including, but not limited to, attorney’s fees, whether or not action be instituted hereon,
court costs, and costs of documentary evidence, abstracts and title reports. As used in this Trust Deed and in the Note, “attorney’s fees” shall include attorney’s fees, if any, which may be awarded by an appellate court.

 15. Power of Sale. In the event of such default and acceleration of the debt, Beneficiary may execute or cause
Trustee to execute a written notice of default and of election to cause the Property to be sold to satisfy the obligations hereof, and Trustee shall file such notice for record in each county wherein the Property is situated. Beneficiary also shall
deposit with Trustee, the Note and all documents evidencing expenditures secured hereby. After the lapse of such time as may then be required by law following the recordation of said notice of default, and notice of default and notice of sale having
been given as then required by law; Trustee, without demand on Trustor, shall sell the Property on the date and at the time and place designated in the notice of sale, either as a whole or in separate parcels, and in such order as it may determine
(but subject to any statutory right of Trustor to direct the order in which such property, if consisting of several known lots or parcels, shall be sold) at public auction to the highest bidder, the purchase price payable in lawful money of the
United States at the time of sale. The person conducting the sale may, for any cause he deems expedient, postpone the sale from time to time until it shall be completed and, in every case, notice of postponement shall be given by public declaration
thereof by such person at the time and place last appointed for the sale; provided, however, if the sale is postponed for longer than one day beyond the day designated in the notice of sale, notice thereof shall be given in the same manner as the
original notice of sale. Trustee shall execute and deliver to the purchaser its Deed conveying the Property so sold, but without any covenant or warranty, express or implied. The recitals in the Deed of any matters or facts shall be conclusive proof
of the truthfulness thereof. Any person, including Beneficiary, may bid at the sale. Trustee shall apply the proceeds of the sale to the payment of (i) the costs and expenses of exercising the power of sale and of the sale, including the
payment of the Trustee’s and attorney’s fees (including any which may be awarded by an appellate court); (2) cost of any evidence of title procured in connection with such sale and revenue stamps, if any, on the Trustee’s Deed;
(3) all sums expended under the terms hereof, not then repaid, with accrued interest from date of expenditure at the rate payable from time to time on outstanding principal under the Note; (4) all other sums then secured hereby; and
(5) the remainder, if any, to the person or persons legally entitled thereto, or the Trustee, in its discretion, may deposit the balance of such proceeds with the County Clerk of the county in which the sale took place. 

16. Judicial Foreclosure. Upon the occurrence of any default hereunder, Beneficiary shall have the option to declare all
sums secured hereby immediately due and payable and foreclose this Trust Deed in the manner provided by law for the foreclosure of mortgages on real property and Beneficiary shall be entitled to recover in such proceeding all costs and expenses
incident thereto, including an attorney’s fee in such amount as shall be fixed by the court (including any which may be awarded by an appellate court). 
 17. Successor Trustee. Beneficiary may appoint a successor trustee at any time by filing for record in the office of the County Recorder of the county in which the Property is situated, a
substitution of trustee. From the time the substitution is filed for record, the new trustee shall succeed to all the powers, duties, authority and title of the trustee named herein or of any successor trustee. Each such substitution shall be
executed and acknowledged, and notice thereof shall be given and proof thereof made, in the manner provided by law. 
 18.
Acceptance of Trust. Trustee accepts this Trust when this Trust Deed, duly executed and acknowledged, is made a public record as provided by law. Trustee is not obligated to notify any party hereto of pending sale under any other Trust
Deed or of any action or proceeding in which Trustor, Beneficiary, or Trustee shall be a party, unless brought by Trustee. 

19. Parties. This Trust Deed shall apply to, inure to the benefit of, and bind all parties hereto, their heirs, legatees,
devisees, administrators, executors, successors and assigns. All obligations of Trustor hereunder are joint and several. The term “Beneficiary” shall mean the owner and holder, including any pledgee, of the note secured hereby. In this
Trust Deed, whenever the context requires, the masculine gender includes the feminine and/or neuter, and the singular number includes the plural. 
 20. Application of Payments. Unless applicable law provides otherwise, all payments received by Beneficiary from or on behalf of Trustor, other than payments made specifically for the
purpose set forth in paragraph 5 hereof, shall be applied by Beneficiary first in payment of amounts payable to Beneficiary by Trustor under paragraph 5 hereof, if any, then against advances, if any, made by Beneficiary pursuant to paragraph 6 of
this Trust Deed, then to costs, fees, expenses and other amounts incurred and advanced by the Beneficiary in the enforcement of its rights hereunder, including, without limitation, costs and reasonable attorneys’ fees described


  
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herein, then to unpaid service fees, then to interest due under the Note, then to principal due under the Note, then to unpaid late charges, if any, then to interest on any Future Advances made
at Beneficiary’s option pursuant to paragraph 24 hereof, then to principal on any Future Advances made at Beneficiary’s option pursuant to Paragraph 24 hereof. 
 21. Acceleration upon Sale. If all or any part of the Property or an interest therein is sold (or leased with an option to purchase) or transferred by Trustor without Beneficiary’s
prior written consent, excluding (a) a transfer by devise, descent or by operation of law upon the death of a joint tenant, or (b) the creation of a lien or encumbrance subordinate to this Trust Deed, Beneficiary may, at Beneficiary’s
option, declare all the sums secured by this Trust Deed to be immediately due and payable. Beneficiary shall have waived such option to accelerate if, and only if, prior to the sale (or lease with option to purchase) or transfer, Beneficiary and the
person to whom the Property is to be sold (or leased) or transferred reach agreement in writing that the credit of such person is satisfactory to Beneficiary and that the interest payable on the sums secured by this Trust Deed shall be at such rate
as Beneficiary shall request. If Beneficiary has waived the option to accelerate as herein provided, and if Trustor’s successor in interest has executed a written assumption agreement accepted in writing by Beneficiary, Beneficiary shall
release Trustor from all obligations under this Trust Deed and the Note. If Beneficiary exercises such option to accelerate, Beneficiary shall mail Trustor notice of acceleration. Such notice shall provide a period of not less than fifteen
(15) days from the date the notice is mailed within which Trustor may pay the sums declared due. If Trustor fails to pay such sums prior to the expiration of such period, Beneficiary may, without further notice or demand on Trustor, invoke any
remedies provided in this Trust Deed or by law. 
 22. No Waiver; Remedies Cumulative. Any forbearance by
Beneficiary in exercising any right or remedy hereunder, or otherwise afforded by applicable law, shall not be a waiver of or preclude the exercise of any such right or remedy in the future, and the waiver of Beneficiary of any default shall not
constitute a waiver of any other or subsequent default. The procurement of insurance or the payment of taxes or other liens, charges or assessments by Beneficiary shall not be a waiver of Beneficiary’s right to accelerate the maturity of the
indebtedness secured by this Trust Deed. All remedies provided in this Trust Deed are distinct and cumulative to any other right or remedy under this Trust Deed or afforded by law or equity, and may be exercised concurrently, independently or
successively. 
 23. Notices. Except for any notice required under applicable law or under the Note to be given in
another manner, (a) any notice to Trustor provided for in this Trust Deed shall be given by mailing such notice by U.S. Mail, postage prepaid (or such other more expeditious method as may be appropriate in the case of foreign addresses, as
Beneficiary may choose in its discretion), addressed to Trustor at the Trustor’s address as set forth herein or in the Note, or at such other address as Trustor may designate by notice to Beneficiary as provided herein, and (b) any notice
to Beneficiary shall be given by certified mail, return receipt requested, (or in the case of a notice originating in a foreign country, by such other method that results in the Beneficiary acknowledging in writing, receipt of the notice), to
Beneficiary’s address stated herein or to such other address as Beneficiary may designate by notice to Trustor as provided herein. Any notice provided for in this Trust Deed shall be deemed to have been given to Trustor or Beneficiary when
given in the manner designated herein. 
 24. Future Advances. Upon request by Trustor, Beneficiary, at
Beneficiary’s option, may make additional loans to Trustor. Such additional loans (“Future Advances”), with interest thereon, shall be secured by this Trust Deed when evidenced by promissory notes stating that said notes are secured
hereby. At no time shall the principal amount of the indebtedness secured by this Trust Deed, not including sums advanced in accordance herewith to protect the security of this Trust Deed, exceed one hundred fifty percent (150%) of the original
amount of the Note. 
 25. Abandonment; Amendments to Condominium Documents. Trustor shall not, except after
notice to Beneficiary and with Beneficiary’s prior written consent, either partition or subdivide the Property or consent to: 
 (i) The abandonment or termination of MountainSide Condominium, except for abandonment or termination required by law in the case of substantial destruction by fire or other casualty or in the case of a
taking by condemnation or eminent domain; 
 (ii) Any amendment to any provision of the Declaration, By-Laws or Rules and
Regulations of the Condominium Association, or equivalent constituent documents of MountainSide Condominium, which is for the express benefit of Beneficiary. 
 26. Provisions Severable. This Trust Deed shall be construed according to the laws of the State of Utah. In the event that any provision or clause of this Trust Deed or the Note conflicts
with applicable law, such 

  
 404008.2 (09.14.09)

 Page 6 of 8 








 
conflict shall not affect other provisions of this Trust Deed or the Note which can be given effect without the conflicting provision. To this end the provisions of the Trust Deed and the Note
are declared to be severable. 
 27. Notice of Sale. The undersigned Trustor requests that a copy of any notice of
sale hereunder be mailed to him at the address hereinbefore set forth. 
 IN WITNESS WHEREOF, Trustor has executed this
Trust Deed on the day and year first written above. 
 Upon closing of the purchase to which this Trust deed applies, the undersigned hereby
authorize(s) closing agent to complete this Trust Deed by inserting the appropriate date of the Trust Deed and to complete, as necessary, the recording information relating to the documents by which the Resort Interest(s) being encumbered by this
Trust Deed was created. 
  

	
	TRUSTOR
	
	  
	(Name of Trust - Please Print or Type)



	
	
	  
	(Name of Trustee - Please Print or Type)



			
		
	By:	 	 
		 	(Signature of Trustee)
	Print name: _________________________________



			
		
	By:	 	 
		 	(Signature of additional Trustee if required by Trust Agreement)
	Print name: _________________________________



			
		
	By:	 	 
		 	(Signature of additional Trustee if required by Trust Agreement)
	Print name: _________________________________


 STATE OF
                             
 ss. 
 COUNTY OF
                        
 On                     , personally appeared before me
                                         
   , and
                                         
   , the signer(s) of the above instrument, who duly acknowledged to me that         s/he        executed the same. 

 

	
	  
	Printed Name of Notary:_______________________
	Notary Public, State of ________________________
	Commission No:_____________________________
	Expiration:__________________________________



  
 404008.2 (09.14.09)

 Page 7 of 8 








 REQUEST FOR FULL CONVEYANCE 

(To be used only when indebtedness secured hereby has been paid in full) 

 

	TO:	TRUSTEE 

 The undersigned is the
legal owner and holder of the Note and all other indebtedness secured by the within Trust Deed. Said Note, together with all other indebtedness secured by said Trust Deed has been fully paid and satisfied; and you are hereby requested and directed,
on payment to you of any sums owing to you under the terms of said Trust Deed, to cancel said Note above mentioned, and all other evidences of indebtedness secured by said Trust Deed delivered to you herewith, together with the said Trust Deed, and
to reconvey, without warranty, to the parties designated by the terms of said Trust Deed, all the estate now held by you thereunder. 
 Dated:
                    , 20       

	
	
	  
	Signature of Holder


 Mail Conveyance to: 
 STATE OF                              

ss. 
 COUNTY OF
                        
 On                     , personally appeared before me
                                         
                        the signer(s) of the above instrument, who duly acknowledged to me that he executed the same. 

 

	
	  
	Printed Name of Notary:_______________________
	Notary Public, State of ________________________
	Commission No:_____________________________
	Expiration:__________________________________



  
 404008.2 (09.14.09)

 Page 8 of 8 








 VIRGINIA SAMPLE (MVC) 
 UPON CLOSING OF THE PURCHASE TO WHICH THIS NOTE APPLIES, THE UNDERSIGNED HEREBY AUTHORIZE(S) CLOSING AGENT OR HOLDER TO COMPLETE THIS NOTE BY INSERTING THE DATE OF THIS NOTE AND THE APPLICABLE DATES
FOR COMMENCEMENT OF PAYMENTS DUE HEREUNDER, THE MONTHLY PAYMENT DATE AND THE FINAL PAYMENT DATE. 
 DEED OF TRUST NOTE

 Manor Club at Ford’s Colony, a Time-Share Condominium 

Timeshare Estate No(s): «CFID» 
  

			
	US $ «MTG_AMT»	  	                           
 (Date)

 FOR VALUE RECEIVED, the undersigned «LEGAL_NAME» (herein after referred to as
“borrower”) promise(s) to pay to the order of MARRIOTT OWNERSHIP RESORTS, INC., a Delaware Corporation, the principal sum of «Mtg_Amt» U.S. Dollars ($ «MTG_AMT»), with interest on the unpaid balance from
                                    , until paid, at the rate
of «Int_Rate» percent («INT_RATE» %) per annum, both principal and interest being payable, without offset, at P.O. Box 24747, Lakeland, Florida 33802, or at such other place as the Holder of this Deed of Trust Note
(hereinafter referred to as “Holder”) may designate in writing as follows: 
 Principal and interest
shall be due and payable in equal installments of «Pay_Amt» Dollars ($«PAY_AMT»), each on
                                    , and on
the                     day of every month thereafter until
                                    , when the remaining
principal balance and all accrued and unpaid interest thereon shall be due and payable. Interest shall be paid for the actual number of days elapsed based on a 360 - day year. Each payment shall be applied first to interest and other charges due
hereon before application to principal. 
 The principal balance may be prepaid, in whole or in part, at any time
or from time to time without a penalty; provided, however, that Holder may require that any partial prepayments shall be made on the date monthly installments are due. Any partial prepayment in excess of the interest then accrued shall be applied
against the principal amount outstanding but shall not postpone the due date of any subsequent monthly installments or change the amount of such installments. 
 Each monthly payment shall be tendered with a «SFEE» service fee. 
 The undersigned
agree(s) to pay to the Holder of this note a “late charge” of five percent (5%) of any payment which is not paid within ten (10) days after its due date. The Holder may apply any payment received by it to the payment of all late
charges then owing before application to interest or principal. At its option, such late charge is in addition to and not in lieu of or diminution of any other rights and remedies of the Holder of this note. 

Any of the following shall constitute a default hereunder: (i) the failure to make any payment hereunder when due; or (ii) a
default under the deed of trust securing this note. Upon the happening of a default the entire unpaid principal balance of this note and all accrued but unpaid interest, if any, shall, at the option of the Holder, immediately become due and payable.
Any failure of the Holder to exercise such option shall not be deemed a waiver of the right to exercise such option in the event of any subsequent default. 
 Each of the undersigned (i) waives presentment, protest and notice of dishonor; (ii) waives the benefit of the homestead exemption and any other exemption which may lawfully be waived as to the
debt evidenced by this note; (iii) waives any right to require the Holder to proceed against any other person; (iv) agrees that, without notice to any party and without affecting any party’s liability, the Holder may, at any time or
times, grant extensions of time for payment to any party, permit the renewal of this note or the substitution, exchange or release of any security for this note and add or release a party; (v) agrees that the undersigned’s obligations with
respect to this note shall remain in effect notwithstanding any other circumstances which might otherwise constitute a legal or equitable discharge of obligations hereunder; (vi) agrees that this note shall be construed in accordance with the
laws of the Commonwealth of Virginia and that any action to collect this note or any part hereof may be instituted and maintained in a court having appropriate jurisdiction in the County of James City, Virginia; (vii) agrees to pay all
collection expenses, including reasonable attorney’s fees and court costs incurred in the collection of this note or any part hereof; and (viii) WAIVES, TO THE FULL EXTENT PERMITTED BY LAW, ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR
PROCEEDING TO ENFORCE OR COLLECT THIS NOTE OR RELATING TO THE DEED OF TRUST SECURING THIS NOTE, WHETHER SUCH ACTION OR PROCEEDING IS INSTITUTED BY THE HOLDER, THE UNDERSIGNED OR ANY OTHER PARTY. 

Wherever possible, each provision of this Note shall be interpreted in such manner as to be effective and valid under applicable law, but
if any provision of this Note shall be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining
provisions of this Note. 
 It is the intention of Borrower(s) and Holder to conform strictly to the applicable usury laws. It
is, therefore, agreed that (i) in the event that the maturity of this Note is accelerated by reason of an election by Holder or if this Note is prepaid prior to maturity, all unearned interest, if any, shall be canceled automatically, or, if
theretofore paid, shall either be refunded to Borrower(s) or credited to the unpaid principal amount of this Note, whichever remedy is chosen by Holder; (ii) the aggregate of all interest and other charges constituting interest under applicable
law, and contracted for, chargeable or receivable under this Note or otherwise in connection with this loan transaction shall neither exceed the maximum amount of interest, nor produce a rate in excess of the maximum non-usurious rate of interest
that Holder may charge Borrower(s) under applicable law and in regard to which Borrower(s) may not successfully assert the claim or defense of usury; and (iii) if any excess interest is provided for or collected, it shall be deemed a mistake
and the same shall either be refunded to Borrower(s) or be credited on the unpaid principal amount hereof, and this Note shall be automatically deemed reformed so as to permit only the collection of the maximum non-usurious rate and amount of
interest allowable under applicable law. 
 This note is secured by a deed of trust bearing the same date from the undersigned
to Jeffrey A. Holdaway, and J. Weili Cheng, Trustees, conveying a Time-Share Estate(s) in Manor Club at Ford’s Colony, a Time-Share Condominium located in the County of James City, Virginia, and which will be recorded in the Clerk’s Office
of the Circuit Court of that jurisdiction. 
 Witness the following signatures(s) and seal(s). 

 

					
	 	  	(SEAL)	  	 BORROWER(S)’ ADDRESS:
 «ADD1»
 «ADD2»
 «CSZC»

	 	  	  
 (SEAL)
	  
	 	  	  
 (SEAL)
	  
	 	  	  
 (SEAL)
	  

 (ma.note.yz) 09.03.09 
 476891_2 
 Loan «LOANID» 







 VIRGINIA SAMPLE (MVC) 
 THIS INSTRUMENT PREPARED BY & RETURN TO: 
 MRTC, P.O. BOX 24747, LAKELAND, FL 33802

 UPON CLOSING OF THE PURCHASE TO WHICH THIS DEED OF TRUST APPLIES, GRANTOR HEREBY AUTHORIZE(S) CLOSING AGENT OR HOLDER OF THE NOTE TO DATE
THIS DEED OF TRUST AND INSERT THE MATURITY DATE OF THE NOTE. 
 DEED OF TRUST 

THIS DEED OF TRUST is made as of
                                        ,
between                              whose address is c/o Marriott Resorts Hospitality Corporation, P.
O. Box 890 Lakeland, Florida 33802 (“Grantor”, whether one or more) and JEFFREY A. HOLDAWAY whose address is 1769 Brookside Lane, Vienna, VA 22182, and J. WEILI CHENG whose address is 4751 N. 34th Road, Arlington,
VA 22207, either of whom may act, as Trustees (“Trustee”). 
 W I T N E S S E T H: 

In consideration of the sum of Ten Dollars ($10.00) and other good and valuable considerations, the receipt of which is hereby
acknowledged, Grantor hereby grants and conveys with General Warranty and, except as hereafter set forth, English Covenants of Title, unto the Trustee, the real estate situated in the County of James City, Virginia, and described as follows (the
“Property”): 
 Time-Share Estate(s) In Condominium Unit «MVDATA1» 

in the Time-Share Program located in James City County, Virginia and established by that certain Time-Share Declaration for Manor Club at Ford’s
Colony, a Time-Share Condominium, dated May 11, 1993 and recorded in the Clerk’s Office of the Circuit Court of James City County, Virginia (the “Clerk’s Office”) in Deed Book 619 at page 1 (as amended and supplemented from
time to time and including all Exhibits and Appendices thereto, the “Time-Share Declaration”), and each such Time-Share Estate constituting a one over fifty-one (1/51) undivided interest in the Condominium Unit(s) described above in
the Condominium established by Declaration of Condominium of Manor Club at Ford’s Colony, a Condominium, dated May 11, 1993 and recorded in the Clerk’s Office in Deed Book 618 at page 744 (as amended and supplemented from time to time
and including the Exhibits thereto, the “Declaration of Condominium”). 
 This conveyance is subject to (i) the
Time-Share Declaration, (ii) the Declaration of Condominium and (iii) other easements, conditions and restrictions of record insofar as they may lawfully affect the Property. 

This conveyance is made in trust to secure to the Holder thereof (“Holder”), the payment of all sums owing under a certain note
of even date herewith (the “Note”) in the original principal sum of «MTG_TXT» U.S. Dollars (US $«MTG_AMT»), with interest on the unpaid balance thereof as provided in the Note. The Note was made by
«LEGAL_NAME» payable to the order of Marriott Ownership Resorts, Inc. at P.O. Box 8038, Lakeland, Florida 33802, or at such other place as the Holder may designate in writing. Principal and interest are payable as specified in the Note.
If not sooner paid, the entire indebtedness evidenced by the Note shall be due and payable on
                                        .

 The Note contains provisions relating to the payment of late charges and attorneys’ fees and the right of prepayment.

 Grantor shall timely pay and perform its obligations under, and shall not violate the terms and provisions of, the Time-Share
Declaration and the Declaration of Condominium and any rules and regulations promulgated in connection therewith. 
 Subject to
applicable law, upon written request by Holder to Grantor, Grantor shall pay to Holder on the day when monthly installments of principal and interest are payable under the Note, until the Note is paid in full, a sum (herein “Funds”) equal
to one-twelfth or such other fractional increments which total 100% of the annual assessments due under the Time-Share Declaration (herein “Maintenance Fees”), as reasonably estimated initially and from time to time by Holder on the basis
of assessments and bills and reasonable estimates thereof. 







 If Holder exercises the foregoing right, the Funds shall be held in an institution, the
deposits or accounts of which are insured or guaranteed by a Federal or state agency. Holder shall apply the Funds, upon receipt of the appropriate bill or bills, to pay the Maintenance Fees. Holder may not charge for so holding and applying the
Funds, analyzing said account or verifying and compiling said assessments and bills, unless Holder pays to Grantor interest on the Funds and applicable law permits Holder to make such a charge. Unless applicable law requires, Holder shall not be
required to pay Grantor any interest on the Funds. Holder shall give to Grantor, without charge, an annual accounting of the Funds showing credits and debits to the Funds and the purposes for which each debit to the Funds was made. The Funds are
hereby pledged as additional security for the Note secured by this Deed of Trust. 
 If the amount of the Funds held by Holder,
together with the future monthly installments of Funds payable prior to the due date of Maintenance Fees, shall exceed the amount required to pay such Maintenance Fees as they fall due, such excess shall be, at Grantor’s option, either promptly
repaid to Grantor or credited to Grantor on monthly installments of Funds. If the amount of the Funds held by Holder shall not be sufficient to pay Maintenance Fees as they fall due, Grantor shall pay to Holder any amount necessary to make up the
deficiency within thirty (30) days from the date of a notice mailed by Holder to Grantor requesting payment thereof. 

Upon payment in full of all sums secured by this Deed of Trust, Holder shall promptly refund to Grantor any Funds then held by Holder. If
the Property is conveyed to Holder or its nominee by deed in lieu of foreclosure, Holder shall apply, no later than immediately prior to the sale of the Property or its acquisition by Holder or its nominee, any Funds then held by Holder as a credit
against the Note secured by this Deed of Trust. 
 The indebtedness secured hereby is subject to acceleration or the terms
thereof being modified at the option of the Holder should the Property be sold or conveyed without the prior written consent of Holder, which consent Holder shall not be obligated to grant. Holder’s consent to such sale or conveyance shall not
relieve Grantor of Grantor’s obligations under the Note or hereunder. 
 This Deed of Trust shall be construed to impose and confer upon
the parties hereto, and the beneficiaries hereunder, all duties, rights and obligations prescribed in Section 55-59 and Sections 55-59.1 through 55-59.4 of the Code of Virginia (1950), as amended (the “Code”), and to incorporate the
following by short form reference to Sections 55-59.2 and 55-60 of the Code: 
 Deferred purchase money 

Exemptions waived 

Advertisement required: once a week for two (2) weeks 
 Subject to all (call) upon default 
 Renewal, extension or reinstatement permitted

 Insurance required: As set forth in the Time-Share 
 Declaration and the Declaration of Condominium 
 Any Trustee may act 

Substitution of any or all of the Trustees may be made at the discretion of Holder for any reason whatsoever. 

NOTICE - THE DEBT SECURED HEREBY IS SUBJECT TO CALL IN FULL OR THE TERMS THEREOF BEING MODIFIED IN THE EVENT OF SALE OR CONVEYANCE OF THE
PROPERTY CONVEYED. 
 All notices to Grantor hereunder or under Va. Code Ann. Sections 55-59.1 or 55-389 shall be in writing and
sent by certified mail, return receipt requested, at the address set forth beneath Grantor’s signature. 







 This Deed of Trust shall be construed in accordance with the laws of the Commonwealth of
Virginia and any action in connection with this Deed of Trust or the Note shall be instituted and maintained in a court having appropriate jurisdiction in the County of James City, Virginia. The prevailing party in any such action shall be entitled
to recover payment of all attorney’s fees and court costs. 
 GRANTOR WAIVES, TO THE FULL EXTENT PERMITTED BY LAW, ANY
RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR COLLECT THE NOTE OR RELATING TO THIS DEED OF TRUST, WHETHER SUCH ACTION OR PROCEEDING IS INSTITUTED BY THE HOLDER, GRANTOR OR ANY OTHER PARTY. 

Witness the following signature(s) and seal(s). 
  

							
		  	 	  	(SEAL)	  	
				
		  	 	  	(SEAL)	  	
				
		  	 	  	(SEAL)	  	
				
		  	 	  	(SEAL)	  	

 Address for notices: as set forth in the Note 

 

					
	 STATE OF
	 	 	  	
	 COUNTY OF
	 	 	  	

 The foregoing instrument was acknowledged before me this
                    , by
                     
  

	
	  
	Notary Public
	
	Print Name:_________________________________
	Registration No. :____________________________
	Commission Expiration Date:__________________


 (Notarial Seal) 
 (not required in Virginia) 
  

 
 Prepared by and return to: Marriott Resorts Title
Company 
 P.O. Box 24747, Lakeland, FL 33802 
  

			
		  	VIRGINIA: City of Williamsburg and County of James City, to-wit:
		  	 This DEED was presented with the certificate annexed and admitted to record on
                    , 20       at
            AM/PM
 In the Clerk’s Office of the Circuit Court for the
City of Williamsburg and County of James City. The taxes imposed by the VA Code Section 58.1-801 802 & 814 have been paid.
 STATE
TAX                         LOCAL TAX
                        ADDITIONAL TAX
 $                                
            $                            
                 $                    

TESTE: BETSY B. WOOLRIDGE, CLERK
  

BY:                        
                                         
               , Deputy Clerk









 ARUBA SAMPLE (MVC) 
 Upon closing of the purchase to which this Promissory Note applies, the undersigned hereby authorizes the closing agent or Holder to complete this Promissory Note by inserting the date of the
Promissory Note and applicable dates for commencement of payments due hereunder, the monthly payment date and the final payment date. 
 PROMISSORY NOTE 
 Reference No(s):
                     

[MVCIA Cooperative Association] 
  

			
	US$                    	 	                        ,
20      

 FOR VALUE RECEIVED, the undersigned
                                         
                            (“Borrower(s)”) promise(s) to pay to the order of MARRIOTT VACATION CLUB
INTERNATIONAL OF ARUBA, N.V. (said party or any other party to whom Marriott Vacation Club International of Aruba, N.V. may transfer and assign this Promissory Note and who holds this Promissory Note from time to time is hereinafter called
“Holder”), or order, at P.O. Box 8038, Lakeland, Florida 33802, or such other place as Holder may, from time to time designate, the principal sum of
                                         
            U.S. Dollars (US $                    ), with interest on the unpaid
balance from                                      until paid,
at the rate of              percent simple interest per annum (            %) (calculated on the basis of a
360-day year, collected for the actual number of days principal is outstanding in any calendar year). Principal and interest shall be payable in lawful money of the United States at Holder’s address set forth above, or such other place as
Holder may, from time to time, designate in writing, in consecutive monthly installments of
                                         
            U.S. Dollars (US $                    ), on the
             day of each month and continuing thereafter on the same day of each month beginning
                            , for a period of
             months with the remaining unpaid principal balance, together with accrued interest thereon and any other amounts due and payable to Holder by Borrower(s), if not sooner
paid, on                     . 
 The indebtedness evidenced by this Promissory Note is secured by that certain Collateral as defined in the Pledge and Security Agreement dated of even date herewith, executed by Borrower(s), as Debtor, in
favor of Holder, as Secured Party (the “Pledge and Security Agreement”). Reference is made to the Pledge and Security Agreement for rights upon default and acceleration of the indebtedness evidenced by this Promissory Note. 

Each monthly payment shall be tendered with a $4.00 service fee. 

Borrower(s) shall pay to Holder a late charge of six percent (6%) of any monthly installment not received by Holder within ten
(10) days after the date the installment is due. The late charge shall be payable along with the next payment due and may, at Holder’s option, be deducted from the next monthly installment received by Holder if not paid by Borrower along
such monthly installment. 
 Each payment shall be credited first to amounts due pursuant to Section 4 of the Pledge and
Security Agreement, then to advances, if any, made by Holder pursuant to Section 8 of the Pledge and Security Agreement, then to the costs, fees, expenses and other amounts incurred and advanced by Holder in the enforcement of its rights
hereunder and under the Pledge and Security Agreement, including, without limitation, costs and reasonable attorney’s fees, then to unpaid service fees, if any, then to interest due hereunder, then to principal due hereunder, then to unpaid
late charges, if any, then to interest due on Future Advance, if any, made pursuant to Section 14 of the Pledge and Security Agreement, then to principal of any Future Advances, if any, made pursuant to Section 14 of the Pledge and
Security Agreement. 
 Borrower(s) may prepay the principal amount outstanding in whole or in part at any time without incurring
any penalty. Any partial prepayment in excess of the interest then accrued and any other amounts then due, shall be applied against the principal amount outstanding but shall not postpone the due date of any subsequent monthly installment payment or
change the amount of any such installment payment. 
 Demand, presentment, notice of dishonor, notice of default and protest are
hereby waived by all Borrowers, makers, sureties, guarantors and endorsers hereof. This Promissory Note shall be a joint and several obligation of all Borrowers, makers, sureties, guarantors and endorsers, and shall be binding upon each and each of
their heirs, personal representatives, successors and assigns, as applicable. 
 At the option of Holder, the entire unpaid
principal amount outstanding and accrued interest thereon shall become due and payable without demand or further notice to Borrower(s) upon the occurrence of any one of the following events of default: 

 

	 	a)	Failure of Borrower(s) to pay when due any monthly installment or any other sums payable hereunder in accordance with the terms provided herein which remains unpaid
after a date specified in a notice (not less than fifteen (15) days from the date such notice is mailed) from Holder to Borrower(s). 

  

	 	b)	The insolvency (however evidenced) of or the institution of proceedings in bankruptcy by or against Borrower(s). 


 

	 	c)	Any default by Borrower(s) under the Pledge and Security Agreement or any of the documents or agreements governing, related to or affecting the Collateral or
Borrower(s)’ interest therein. 

 Holder may exercise its option to accelerate this Promissory Note upon the
occurrence or continuation of any default by Borrower(s) regardless of any prior forbearance. If this Promissory Note is not paid when due, whether at maturity or by acceleration, Holder shall be entitled to collect all reasonable costs and expenses
of collection, including, but not limited to, reasonable attorney’s fees, whether or not action be instituted hereon, and costs of trial and appellate proceedings. 
 456992-2 06.19.09 







 In the event of any default by Borrower(s) hereunder, Holder at its sole option, may charge
Borrower(s) the highest interest rate allowed by law and/or pursue any and all remedies available to it under applicable law. 
 456992-2
06.19.09 







 Any notice to Borrower(s) provided for in this Promissory Note shall be deemed to have been
given upon depositing same in any U.S. post office, postage prepaid, addressed to Borrower(s) at the address stated below, or to such other address as Borrower(s) may designate by written notice to Holder. Any notice to Holder shall be given by
mailing such notice by certified mail, return receipt requested, to Holder at the address stated in the first paragraph of this Promissory Note, or at such other address as may have been designated by written notice to Borrower(s). Any notice
provided for in this Promissory Note shall be deemed to have been given to Borrower(s) or Holder when given in the manner herein designated. 
 THIS PROMISSORY NOTE SHALL BE GOVERNED BY, CONSTRUED UNDER AND INTERPRETED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF FLORIDA, UNITED STATES, AND ENGLISH SHALL BE THE GOVERNING LANGUAGE OF THIS
PROMISSORY NOTE. THE COURTS OF ORANGE COUNTY IN THE STATE OF FLORIDA SHALL BE THE EXCLUSIVE COURTS OF JURISDICTION AND VENUE FOR ANY LITIGATION OR OTHER PROCEEDINGS THAT MAY BE BASED ON, ARISING OUT OF, UNDER OR IN CONJUNCTION WITH THIS PROMISSORY
NOTE, UNLESS OTHERWISE REQUIRED BY APPLICABLE LAW. HOLDER AND BORROWER(S) HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT EITHER MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED ON, OR ARISING OUT OF, UNDER OR IN
CONJUNCTION WITH THIS PROMISSORY NOTE, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY. THIS PROVISION IS A MATERIAL INDUCEMENT FOR HOLDER EXTENDING THE LOAN EVIDENCED BY THIS PROMISSORY
NOTE. 
 Wherever possible, each provision of this Promissory Note shall be interpreted in such manner as to be effective
and valid under applicable law, but if any provision of this Promissory Note shall be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the
remainder of such provision or the remaining provisions of this Promissory Note. 
 It is the intention of Borrower(s) and
Holder to conform strictly to the applicable usury laws. It is, therefore, agreed that (i) in the event that the maturity of this Promissory Note is accelerated by reason of an election by Holder or if this Promissory Note is prepaid prior to
maturity, all unearned interest, if any, shall be canceled automatically, or, if theretofore paid, shall either be refunded to Borrower(s) or credited to the unpaid principal amount of this Promissory Note, whichever remedy is chosen by Holder;
(ii) the aggregate of all interest and other charges constituting interest under applicable law, and contracted for, chargeable or receivable under this Promissory Note or otherwise in connection with this loan transaction shall never exceed
the maximum amount of interest, nor produce a rate in excess of the maximum non-usurious rate of interest, that Holder may charge Borrower(s) under applicable law and in regard to which Borrower(s) may not successfully assert the claim or defense of
usury; and (ii) if any excess interest is provided for or collected, it shall be deemed a mistake and the same shall either be refunded to Borrower(s) or credited on the unpaid principal amount hereof, and this Promissory Note shall be
automatically deemed reformed so as to permit only the collection of the maximum non-usurious rate and amount of interest allowable under applicable law. 
 Time is of the essence in the performance of each and every obligation represented by this Promissory Note. 
  

					
	BORROWER’S ADDRESS:	 		 	BORROWER(S):
			
	  	 		 	  
	 	 		 	(Signature of Borrower)
			
	  	 		 	  
		 		 	(Printed Name)
			
	  	 		 	  
	Taxpayer ID Number	 		 	(Signature of Co-Borrower)
			
	 	 		 	  
		 		 	(Printed Name)

 (Execute Original Only) 

  

					
	 456992-2 06.19.09
	  	-3-	  	









 ARUBA SAMPLE (MVC) 
 Upon closing of the purchase to which this Agreement applies, the undersigned hereby authorizes the closing agent or Secured Party to complete this Agreement by inserting the appropriate date of this
Agreement. 
 Reference
No(s)                     
 PLEDGE AND SECURITY AGREEMENT 
 (Marriott Vacation Club International
of Aruba, N.V.) 
 THIS PLEDGE AND SECURITY AGREEMENT (“SECURITY AGREEMENT”) is made this
             day of                     ,
20      , between
                                         
                                   , whose address is
                                         
                                    (“Debtor”), and MARRIOTT
VACATION CLUB INTERNATIONAL OF ARUBA, N.V. (“MVCIA), having an address at Post Office Box 8038, Lakeland, Florida 33802, and its successors and/or assigns (“MVCIA” or the “Secured Party”). 

RECITALS 

A. MVCIA has established a timeshare plan (the “Plan”) described in a plan offering statement (“POS”) with respect to
a timeshare project known as Marriott’s Aruba Ocean Club (the “Resort”). 
 B. Debtor has purchased from MVCIA,
             shares (the “Shares”) of Marriott Vacation Club International of Aruba Cooperative Association (the “Association”), together with all rights
associated with, arising out of or related to the Shares and as a member of the Association, including the right to utilize a residential unit of the type and designation described in that certain Share Purchase Agreement between MVCIA and Debtor
dated                      (the “Unit”) and the common facilities at the Resort as described in the POS (collectively the
“Collateral”). 
 C. The Association is governed by Articles of Association, Bylaws and rules, regulations and
procedures established by the Association’s Board of Directors, as may be amended from time to time (the “Governing Documents”). 
 D. As part of the purchase price paid by Debtor to MVCIA for the purchase of the Shares, Debtor has executed and delivered to MVCIA, a Promissory Note dated the date hereof in the amount of
                                         
                U.S. Dollars ($            ) (the “Note”). 

NOW, THEREFORE, in consideration of the mutual covenants and promises set forth herein, Debtor and Secured Party agree as follows:

 1. CREATION OF SECURITY INTEREST. Debtor hereby pledges, assigns and grants to Secured Party, a security interest in
the Collateral, to secure the performance and payment of the Note, all expenditures made or advanced by Secured Party for taxes, insurance, repairs to and for maintenance of the Unit or the other amounts required to be paid by Debtor in the form of
annual dues, assessments, maintenance fees and other financial obligations as set forth in the Governing Documents with respect to, in relation to or for the use of the Unit and the common facilities described in the POS; all costs and expenses
incurred by Secured Party in the collection and enforcement of the Note and other obligations of Debtor; future advances, if any, made pursuant to Section 14 below (“Future Advances”), whether or not evidenced by notes to be made by
Debtor to Secured Party; and all liabilities of Debtor to Secured Party now existing or hereafter incurred, matured or unmatured, direct or contingent, and any renewals and extensions thereof and substitutions therefor. 

2. DELIVERY OF COLLATERAL. Debtor has delivered to Secured Party and Secured Party acknowledges receipt of Debtor’s original
Share certificate(s), to be held by Secured Party pursuant to the terms of this Agreement. Upon the occurrence of an Event of Default as described in Section 11 below, Secured Party shall have the right, as set forth hereinafter, to transfer to
and to register in the name of Secured Party or any of its nominees, any or all of the Shares. For all purposes under the Florida Uniform Commercial Code (including, without limitation, under 


  

					
	 456958-2 06.19.09
	  	-1-	  	










 ARUBA SAMPLE (MVC) 
  

 
§679.503 and §679.505) of the Florida Statutes possession of the original Share certificate(s) by Secured Party shall be deemed possession of all of the Collateral secured under
this Security Agreement, and possession of such original Share certificate(s) shall constitute peaceful possession of the Collateral by Secured Party. Upon execution and delivery of this Agreement, Secured Party shall notify the Association of
Debtor’s pledge of the Shares and Secured Party’s security interest in the Shares. 
 3. GENERAL OBLIGATIONS OF
DEBTOR. 
 (a) Payment. Debtor shall pay to Secured Party, the sums evidenced by the Note or any
renewals or extensions thereof, in accordance with the terms of the Note and shall pay and perform all other obligations that now exist or may hereafter accrue from Debtor to Secured Party and the Association as set forth in the Governing Documents.

 (b) Representations, Warranties, and Covenants. Debtor represents, warrants and covenants that:

 (i) Debtor is the legal and beneficial owner of the Shares and other Collateral, free and clear of any lien,
security interest, option or other charge or encumbrance except for the security interest created by this Agreement. 
 (ii) The pledge of the Shares pursuant to this Agreement creates a valid, first priority security interest in the Shares, which security interest has been perfected upon possession of the Shares by
Secured Party. 
 (iii) Debtor has used the proceeds of the Note solely to purchase the Shares and for no other
purpose. 
 (c) Performance by Debtor. Debtor shall perform all the covenants and agreements set forth in
this Security Agreement, including, but not limited to, prompt payment when due the principal of and interest on the indebtedness evidenced by the Note, late charges as provided in the Note, reasonable service charges imposed by Secured Party for
servicing the loan account and the principal of and interest on any future advances secured by this Security Agreement. 
 (d) Preservation of Collateral. Debtor shall pay promptly when due all assessments, maintenance fees, taxes and membership dues payable with respect to the Shares and do all other things and take
all other actions required to preserve the Collateral. 
 4. ESCROW FUNDS. (a) Subject to applicable law, upon
written request by Secured Party to Debtor, Debtor shall pay to Secured Party on the day when monthly installments of principal and interest are payable under the Note, until the Note is paid in full, an amount (the “Funds”) equal to
one-twelfth (1/12) of Debtor’s share of the yearly taxes and assessments relating to the Unit, and one-twelfth (1/12) of the annual maintenance fees and other assessments and charges due under the Governing Documents, all as
reasonably estimated initially and from time to time by Secured Party. If Secured Party exercises the foregoing right, the Funds shall be held in an institution, the deposits or accounts of which are insured or guaranteed by a federal or state
agency. Lender shall apply the Funds, upon receipt of the appropriate bill(s), to pay said taxes, fees and assessments. Lender may not charge for so holding and applying the Funds, analyzing said account or verifying or compiling said assessments
and bills, unless Secured Party pays to Debtor interest on the Funds and applicable law permits Lender to make such a charge. Unless applicable law requires, Secured Party shall not be required to pay Debtor any interest on earnings on the Funds.
Secured Party shall give to Debtor, without charge, an annual accounting of the Funds showing credits and debits to the Funds and the purposes to which each debit to the Funds was made. The Funds are hereby pledged as additional security for the
sums secured by this Security Agreement. 
 (b) If the amount of the Funds held by Secured Party, together with
the future monthly installments of the Funds payable prior to the due dates of taxes, fees, assessments and other charges, shall exceed the amount required to pay such taxes, fees, assessments and charges as they come due, such excess shall be, at
Debtor’s 

  

					
	 456958-2 06.19.09
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 ARUBA SAMPLE (MVC) 
  

 
option, either promptly repaid to Debtor or credited to Debtor’s future monthly installments of the Funds. If the amount of the Funds held by Secured Party shall not be sufficient to pay
taxes, fees, assessments and other charges as they come due, Debtor shall pay to Secured Party any amount necessary to make up the deficiency within thirty (30) days from the date of a notice mailed by Secured Party to Debtor requesting payment
thereof, but in no event shall Secured Party require payment in advance for taxes, fees, assessments or other charges to be held and disbursed as set forth hereunder in an amount which exceeds the estimate of the next year’s amount for same.

 (c) Upon payment in full of all sums secured by this Security Agreement, Secured Party shall promptly refund
to Debtor any Funds held by Secured Party. Upon an Event of Default, Secured Party may apply any Funds then held by Secured Party as a credit against the sums secured by this Security Agreement. 

5. APPLICATION OF PAYMENTS. Unless Florida law provides otherwise, all payments received by Secured Party under the Note and this
Security Agreement shall be applied by Secured Party, first in payment of any assessments, maintenance fees, taxes, memberships dues and other charges, if any, required to be paid pursuant to Section 4 of this Security Agreement; then to
repayment of advances, if any, made pursuant to Section 8 of this Security Agreement, which have been paid by Secured Party to protect its security interest; then to the costs, fees, expenses and other amounts incurred and advanced by Secured
Party in the enforcement of its rights hereunder, including, without limitation, costs and reasonable attorneys’ fees; then to unpaid service fees, if any; then to interest payable on the Note; then to the principal of the Note; then to unpaid
late charges pursuant to the Note, if any; then to interest payable on any Future Advances made pursuant to Paragraph 14 hereof; and, then to the principal of any Future Advances made pursuant to Paragraph 14 hereof. 

6. VOTING AND OTHER RIGHTS. 
 (a) Voting Rights. So long as no Event of Default shall have occurred and be continuing under this Security Agreement or the Note, Debtor shall be entitled to exercise any and all voting and other
consensual rights of Debtor, if any, pertaining to the Shares or membership in the Association, for any purpose not inconsistent with the terms of this Security Agreement. 

(b) Other Rights. Upon the occurrence and during the continuance of an Event of Default under this Security
Agreement or the Note, all rights, if any, to exercise the voting and other consensual rights with respect to the Shares which Debtor would otherwise be entitled to exercise shall, upon notice from Secured Party cease, and all such rights shall
thereupon become vested in Secured Party which shall thereafter have the sole right to exercise such voting and corporate rights at any meeting of the members of the Association and exercise any and all rights of conversion, exchange, subscription
or any other rights, privileges or options pertaining to any of the Shares as if it were the absolute owner thereof, including, without limitation, the right to exchange any and all of the Shares upon the merger, consolidation, reorganization,
capitalization or other readjustment of the Association. In order to further evidence the rights provided in this paragraph, this Security Agreement shall be deemed to constitute a proxy from Debtor to Secured Party to be effective immediately upon
the occurrence of an Event of Default. 
 7. ALIENATION OF COLLATERAL. Debtor shall not, without the prior written
consent of Secured Party (which consent may be withheld in the sole discretion of Secured Party), sell, transfer, further encumber or otherwise dispose of the Collateral or any rights therein, until this Security Agreement and all obligations
secured hereby have been fully satisfied. 
 8. REIMBURSEMENT OF EXPENSES. Secured Party may at any time, at its option,
perform or cause to be performed with respect to the Collateral, for and on behalf of Debtor, any actions, obligations or covenants relating to the Collateral that Debtor has failed or refused to perform. All sums so expended shall bear interest
from the date of payment at the interest rate set forth in the Note, shall be payable at the place designated in the Note, and shall be secured by this Security Agreement. 
 9. TIME OF PERFORMANCE. When performing any act under this Security Agreement and the Note secured thereby, time shall be of the essence. 

  

					
	 456958-2 06.19.09
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 ARUBA SAMPLE (MVC) 
  

 10. WAIVER. Failure of Secured Party to exercise any right or remedy, including,
but not limited to, the acceptance of partial or delinquent payments, shall not be a waiver of any obligation of Debtor or right of Secured Party or constitute a waiver of any other similar default subsequently occurring. 

11. EVENTS OF DEFAULT. The following shall be “Events of Default” under this Security Agreement: 

(a) A breach by Debtor of any term, covenant, condition, obligation or agreement under this Security Agreement, the Note
or any of the Governing Documents with respect to the Shares, involving the failure to make any payment, including the payment of principal, interest, assessments, maintenance fees, taxes and membership dues. 

(b) A breach by Debtor of any covenant, condition, obligation or agreement under this Security Agreement, the Note or the
Governing Documents with respect to the Shares, which does not involve the failure to make any payment, and which breach shall continue for thirty (30) days after notice from Secured Party of the occurrence thereof. 

(c) Any representation or warranty by Debtor in this Security Agreement proves to be false, incorrect or misleading in any
material respect. 
 (d) Debtor shall transfer title to or ownership of the Shares unless otherwise permitted by
this Security Agreement. 
 (e) The filing of a petition seeking relief under any federal or state bankruptcy or
insolvency laws or the making of an assignment for the benefit of creditors by Debtor. 
 12. REMEDIES. On any Event of
Default, and at any time thereafter: 
 (a) Secured Party may declare all obligations secured by this Security
Agreement (including, without limitation, pursuant to the Note) immediately due and payable and may proceed to enforce payment of the same and exercise any and all of the rights and remedies provided by Article 9 of the Uniform Commercial Code
of the State of Florida (Section 679.101 et seq., Florida Statutes (1996)) as well as any and all other rights and remedies available to Secured Party whether under the laws of the State of Florida or any other jurisdiction
or otherwise, including without limitation the right to retain the Shares in satisfaction of the payment and performance due to Secured Party, as provided under the Governing Documents or otherwise available to Secured Party. 

(b) Retain all of the Shares and cause the Association’s transfer agent or secretary to transfer title to the Shares
to Secured Party or Secured Party’s nominee. 
 (c) Sell the Collateral at public or private sale conducted
in accordance to such practices as may be permitted by applicable law, upon which Secured Party may add to the obligations owed to Secured Party, the expenses of collection, sale and delivery of the Collateral and any other expenses incurred in
enforcing its rights pursuant to this Security Agreement, including, but not limited to, reasonable attorneys’ fees and disbursements, costs, brokers’ commissions, transfer fees and taxes. 

(d) Any cash received by Secured Party in respect of any sale or other realization upon all or any part of the Collateral
shall be applied first to the payment of all obligations owed to Secured Party as set forth in this Security Agreement and any surplus thereafter remaining shall be paid over to Debtor or whomsoever may lawfully be entitled to receive such surplus.

 (e) Secured Party shall, without any further notice to Debtor, have the power, at its election, to request
that the Association initiate the process of expulsion of Debtor from the Association in accordance with Article 10 of the Association’s Articles of Association. 

(f) The parties hereto hereby acknowledge and agree that the remedies provided in the Note and the Security Agreement are
not the exclusive remedies available to Secured Party as a result of an Event of Default. 

  

					
	 456958-2 06.19.09
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 ARUBA SAMPLE (MVC) 
  

 13. ATTORNEY-IN-FACT. So long as Debtor has any obligation outstanding to Secured
Party under this Security Agreement or the Note, in consideration of Secured Party’s agreement to advance the funds as provided in the Note, Secured Party shall be, irrevocably appointed, from and after the occurrence of an Event of Default,
Debtor’s attorney-in-fact with respect to execution and delivery of any agreements or documents, and with respect to all other rights of Debtor, under or in relation to the Collateral including, without limitation, the Share certificate(s), the
Note and this Security Agreement. 
 14. FUTURE ADVANCES. Upon request by Debtor, Secured Party, at its option, may make
Future Advances to Borrower. Such Future Advances, with interest thereon, shall be secured by this Security Agreement whether or not evidenced by promissory notes stating that said notes are secured hereby. At no time shall the principal amount of
the indebtedness secured by the Security Agreement, not including sums advanced pursuant to Section 8 of this Security Agreement, exceed one hundred fifty percent (150%) of the original principal amount of the Note. 

15. GOVERNING LAW. THIS SECURITY AGREEMENT SHALL BE GOVERNED BY, CONSTRUED UNDER AND ENFORCED ACCORDING TO THE LAWS OF THE
STATE OF FLORIDA, ONE OF THE STATES OF THE UNITED STATES OF AMERICA AND ENGLISH SHALL BE THE GOVERNING LANGUAGE OF THIS AGREEMENT. THE PARTIES HEREBY WAIVE ANY RIGHT THEY MAY HAVE UNDER ANY APPLICABLE LAW TO A TRIAL BY JURY WITH RESPECT TO ANY SUIT
OR LEGAL ACTION WHICH MAY BE COMMENCED BY OR AGAINST ANOTHER PARTY CONCERNING THE INTERPRETATION, CONSTRUCTION, VALIDITY, ENFORCEMENT OR PERFORMANCE OF THIS SECURITY AGREEMENT. IN THE EVENT ANY SUCH SUIT OR LEGAL ACTION IS COMMENCED BY A PARTY, THE
OTHER PARTIES HEREBY AGREE, CONSENT AND SUBMIT TO THE PERSONAL JURISDICTION OF THE APPROPRIATE COURTS OF FLORIDA, LOCATED IN ORANGE COUNTY, WITH RESPECT TO SUCH SUIT OR LEGAL ACTION, AND EACH PARTY ALSO HEREBY CONSENTS AND SUBMITS TO AND AGREES THAT
VENUE IN ANY SUCH SUIT OR LEGAL ACTION IS PROPER IN SAID COURT, AND EACH PARTY HEREBY WAIVES ANY AND ALL PERSONAL RIGHTS UNDER APPLICABLE LAW OR IN EQUITY TO OBJECT TO THE JURISDICTION AND VENUE IN SAID COURT AND COUNTY. SUCH JURISDICTION AND VENUE
SHALL BE EXCLUSIVE OF ANY OTHER JURISDICTION AND VENUE. Wherever possible, each provision of this Security Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Security
Agreement shall be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this
Security Agreement. 
 ANY HOLDER OF THIS CONSUMER CREDIT CONTRACT IS SUBJECT TO ALL CLAIMS AND DEFENSES WHICH DEBTOR
COULD ASSERT AGAINST THE SELLER OF GOODS OR SERVICES OBTAINED WITH THE PROCEEDS HEREOF. RECOVERY HEREUNDER BY DEBTOR SHALL NOT EXCEED AMOUNTS PAID BY DEBTOR HEREUNDER. 
 16. CONTINUING SECURITY INTEREST; TRANSFER OF NOTES. This Security Agreement shall create a continuing security interest in the Collateral and shall (i) remain in full force and effect until
payment in full of all obligations secured hereby, (ii) be binding upon Debtor and its successors and assigns, (iii) inure to the benefit of Secured Party and its successors and assigns. Without limiting the generality of the foregoing,
Secured Party may assign or otherwise transfer the Note to any other person or entity and such other person or entity shall be entitled to all of the benefits of this Security Agreement. 

17. AMENDMENTS. No amendment or waiver of any provision of this Security Agreement nor consent to any departure by the parties
herefrom, shall in any event be effective unless the same shall be in writing and signed by the parties hereto and in such event such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.

 18. SEVERABILITY OF PROVISIONS. The provisions of this Security Agreement are severable and if any clause or
provisions shall be held invalid or unenforceable in whole or the payment of any obligations secured hereby or in the terms and conditions of any security held therefor Secured Party is hereby expressly given the right at its


  

					
	 456958-2 06.19.09
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 ARUBA SAMPLE (MVC) 
  

 
option to proceed in the enforcement of this Security Agreement independently of any other remedy or security Secured Party may at any time hold in connection with the allegations secured hereby,
and it shall not be necessary for Secured Party to proceed upon or against and/or exhaust any other security or remedy before proceeding to enforce this Security Agreement. No course or dealing between the parties, nor any failure to exercise, nor
any delay in exercising, on the part of Secured Party, any right, power or privilege hereunder or under the Note, shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege hereunder or under the
Note preclude any other or future exercise thereof or the exercise of any other right, power or privilege. 
 IN WITNESS
WHEREOF, the parties have executed this Security Agreement as of the day and year first above written. 
  

					
	WITNESSES:	 		 	DEBTOR(S):
			
	  	 		 	  
	Witness signs here	 		 	
			
	  	 		 	  
	Witness printed name	 		 	
			
	  	 		 	  
	2nd Witness signs here	 		 	
			
	  	 		 	  
	2nd Witness’ printed name	 		 	


							
			
	WITNESSES:	 		 	SECURED PARTY:
			
		 		 	 MARRIOTT VACATION CLUB INTER
 NATIONAL OF ARUBA, N.V.

				
	 	 		 	By:	 	 


							
				
	 	 		 	Authorized Representative:	 	 


  

					
	 456958-2 06.19.09
	  	-6-	  	









 USVI SAMPLE (MVC) 
 Upon closing of the purchase to which this Note applies, the undersigned hereby authorize(s) closing agent or Holder to complete this Note by inserting the applicable dates for commencement of payments
due hereunder, the monthly payment date and the final payment date. DO NOT DESTROY THIS NOTE. When paid in full, this Note, with the Mortgage securing the same, will be surrendered to the Borrower marked “CANCELLED” and a Satisfaction of
Mortgage executed and delivered to Borrower. 
 PROMISSORY NOTE 

 

			
	 US $
                                         
     
	  	Reference No.
                                         
           
	
                        
                                [Place of execution]
	  	                           
                                     ,
20      

 FOR VALUE RECEIVED, the undersigned
                                         
                                         
      (“Borrower(s)”) promise(s) to pay to the order of MARRIOTT OWNERSHIP RESORTS (ST. THOMAS), INC., (said party or any other party to whom Marriott Ownership Resorts (St. Thomas), Inc. may transfer and
assign this Note and who holds this Note from time to time is hereinafter called the “Holder”), Post Office Box 24747, Lakeland, Florida 33802, or order, the principal sum of
                                         
            No/100 U.S. Dollars (US
$                                        )
plus interest, on the unpaid balance from the date of this Note, until paid, at the rate of
                                         
    percent (                    %) per annum. Interest shall be calculated by applying the stated annual rate against
the unpaid principal for the actual number of days elapsed divided by a 360 day year. Principal and interest shall be payable, without offset, in lawful money of the United States at the Holder’s address set forth above, or such other place as
the Holder may, from time to time, designate, in                                 
consecutive monthly installments of
                                         
    No/100 U.S. Dollars (US $                    ), beginning on the
                             day of
                    ,              and continuing thereafter on the same
day of each month, with the remaining unpaid balance, together with accrued interest thereon, due and payable, if not sooner paid, on
                                         
                   . The indebtedness evidenced by this Note is secured by a Mortgage, dated of even date herewith, creating a lien on the real
property described therein (the “Property”), located in St. Thomas, Virgin Islands. Reference is made to said Mortgage for rights of the Holder upon acceleration of the indebtedness evidenced by this Note. 

Terms not specifically defined herein shall have the meanings ascribed to them in the Declaration of Condominium (the “Declaration
of Condominium”) or the Mortgage. 
 If any monthly installment is not received by the Holder within fifteen (15) days
after the date the installment is due, Borrower(s) shall pay to the Holder a late charge of five percent (5%) of such late installment. Such late charge is in addition to and not in lieu of or diminution of any other rights and remedies of the
Holder of this Note. 
 Each monthly payment will be applied as of its scheduled due date and will be applied, first to amounts
due pursuant to Paragraph 2 of the Mortgage, then to advances, if any, made by the Holder pursuant to Paragraph 7 of the Mortgage, then to the costs, fees, expenses and other amounts incurred and advanced by the Holder in the enforcement of its
rights hereunder, including, without limitation, costs and reasonable attorneys’ fees, then to unpaid service fees, then to interest due hereunder, then to principal due hereunder, then to unpaid late charges, if any, then to interest on any
Future Advances made pursuant to Paragraph 20 of the Mortgage, then to principal on any Future Advances made pursuant to Paragraph 20 of the Mortgage. 
 The principal balance may be prepaid, in whole or in part, at any time or from time to time without a penalty. Any prepayment shall include interest to the date it is made. Partial prepayments shall be
applied to the installments in the inverse order of their maturity. There will be no changes in the due date or in the amount of the monthly payment unless the Holder agrees in writing to those changes. 

The makers, sureties, guarantors and endorsers hereof severally waive presentment for payment, demand and notice of dishonor and
nonpayment of this Note, and consent to any and all extensions of time, renewals, waivers or modifications that may be granted by the Holder hereof with respect to the payment or other provisions of this Note, and to the release of any security, or
any part thereof, with or without substitution. This Note shall be the joint and several obligation of all makers, sureties, guarantors and endorsers, and shall be binding upon them and their respective heirs, personal representatives, successors
and assigns. 
 At the option of the Holder, the entire unpaid principal amount outstanding and accrued interest thereon shall
become due and payable without demand or further notice to Borrower(s) upon: 
  

	 	a)	Failure of Borrower(s) to pay when due any monthly installment payable hereunder which remains unpaid after a date specified in a notice (not less than thirty
(30) days from the date such notice is mailed) from the Holder to Borrower(s); 

  

	 	b)	The insolvency (however evidenced) of or the institution of proceedings in bankruptcy by or against Borrower(s); 


 

	 	c)	The sale (or lease with option to purchase) or transfer of all or any part of the Property or any interest therein without the prior written consent of the Holder,
excluding a transfer by devise, descent or by operation of law upon the death of a joint tenant therein; or 

  

	 	d)	Failure of Borrower(s) to comply with the covenants of the Mortgage after notice and failure to cure as provided in the Mortgage. 


The Holder may exercise its option to accelerate during any default by Borrower(s) regardless of any prior forbearance. If this Note is
not paid when due, whether at maturity or by acceleration, the Holder shall be entitled to collect all reasonable costs and expenses of collection, including, but not limited to, attorney’s fees, whether or not action be instituted hereon.

 Any notice to Borrower(s) provided for in this Note shall be deemed to have been given after mailing same by U.S. mail,
postage prepaid (or such other more expeditious method as may be appropriate in the case of foreign addresses, as Holder may choose in its discretion), addressed to Borrower(s) at the address stated below, or to such other address as Borrower(s) may
designate by written notice to the Holder. Any notice to the Holder shall be deemed to have been given by mailing such notice by U.S. certified mail, return receipt requested (or in the case of a notice originating in a foreign country, by such
other method that results in the Holder acknowledging in writing receipt of the notice), at 1200 U.S. 98 South, Lakeland, Florida 33801, or at such other address as may be designated by written notice to Borrower(s). 

This Note shall be governed by, construed under and enforced in accordance with the laws of the State of Florida, without regard for its
conflict of law provisions. Borrower(s) consent(s) to jurisdiction and venue in the courts within United States Virgin Islands. 

Wherever possible, each provision of this Note shall be interpreted in such manner as to be effective and valid under applicable law, but
if any provision of this Note shall be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining
provisions of this Note. 

  

					
	 (uv.note.yz) 474463_6

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 It is the intention of Borrower(s) and Holder to conform strictly to the applicable usury
laws. It is, therefore, agreed that (i) in the event that the maturity of this Note is accelerated by reason of an election by Holder or if this Note is prepaid prior to maturity, all unearned interest, if any, shall be canceled
automatically, or, if theretofore paid, shall either be refunded to Borrower(s) or credited to the unpaid principal amount of this Note, whichever remedy is chosen by Holder; (ii) the aggregate of all interest and other charges constituting
interest under applicable law, and contracted for, chargeable or receivable under this Note or otherwise in connection with this loan transaction shall neither exceed the maximum amount of interest, nor produce a rate in excess of the maximum
non-usurious rate of interest that Holder may charge Borrower(s) under applicable law and in regard to which Borrower(s) may not successfully assert the claim or defense of usury; and (iii) if any excess interest is provided for or collected,
it shall be deemed a mistake and the same shall either be refunded to Borrower(s) or be credited on the unpaid principal amount hereof, and this Note shall be automatically deemed reformed so as to permit only the collection of the maximum
non-usurious rate and amount of interest allowable under applicable law. 
  

					
			
	  	 		 	BORROWER(S) ADDRESS:
	Borrower	 		 	
			
	  	 		 	  
	Borrower	 		 	
			
	  	 		 	  
	Borrower	 		 	
			
	  	 		 	 
	Borrower	 		 	

 (Execute Original Only) 

  

					
	 (uv.note.yz) 474463_6

07.30.09
	  		  	









 USVI SAMPLE (MVC) 
 [UPON CLOSING OF THE PURCHASE TO WHICH THIS MORTGAGE APPLIES, THE UNDERSIGNED HEREBY AUTHORIZE(S) CLOSING AGENT TO COMPLETE THIS MORTGAGE BY INSERTING THE APPROPRIATE DATE OF THE MORTGAGE AND TO
COMPLETE, AS NECESSARY, THE RECORDING INFORMATION RELATING TO THE DOCUMENTS BY WHICH THE TIMESHARE INTEREST(S) BEING ENCUMBERED BY THIS MORTGAGE WAS (WERE) CREATED] 
 MORTGAGE 
 THIS MORTGAGE, made this
             day of                          ,
20             , by
                                         
                                (“Borrower”) to MARRIOTT OWNERSHIP RESORTS (ST.
THOMAS), INC., a United States Virgin Islands corporation, the address of which is No. 5 Estate Bakkeroe, St. Thomas, Virgin Islands 00802 (said party, its successors and assigns is herein called “Lender”). 

WHEREAS, Borrower is indebted to Lender in the principal sum of
                                         
                                        U.S.
Dollars (US
$                                         
   ), which indebtedness is evidenced by Borrower’s Promissory Note of even date herewith (“Note”), providing for equal monthly installments of principal and interest, with the balance of the indebtedness, due and
payable, if not sooner paid, on
                                         
       . 
 WITNESSETH, To secure for the benefit of the Lender (a) the repayment of
the indebtedness evidenced by the Note, with interest thereon, the payment of all other sums, with interest thereon, advanced in accordance herewith to protect the security of this Mortgage, and the performance of the covenants and agreements of
Borrower herein contained, and (b) the repayment of any future advances, with interest thereon, made to Borrower by Lender pursuant to Paragraph 20 hereof (“Future Advances”), and also in consideration of One U.S. Dollar (U.S.
$1.00), receipt whereof is hereby acknowledged, Borrower irrevocably does grant, release, assign, transfer, set-over and mortgage to the Lender the following-described mortgaged premises located in St. Thomas, United States Virgin Islands and
identified by that specific Timeshare Interest Number(s) as follows: 
 Timeshare Interest Number
                         with usage of a Unit on
                             [an annual/a biennial] basis within the
                     Season [and...repeat as needed], in Frenchman’s Cove Condominium, located at Parcel
No. 4-C-Rem, Parcel No. 4-C-2, Parcel No. 4-D, Parcel No. 4-E, Parcel No. 4-F, Parcel No. 4-G, Parcel No. 4-H, and Parcel No. 4-J Estate Bakkeroe No. 5 Frenchman’s Bay Quarter, St. Thomas, United
States Virgin Islands according to and as said terms and all other terms not otherwise defined herein are defined in the Declaration of Condominium thereof, as recorded as Document No. 2005006878 on July 14, 2005, respectively, as
subsequently expanded and amended (the “Declaration of Condominium”).
 TOGETHER ALSO WITH the Timeshare
Interest’s percentage interest in the Common Elements as set forth in the Declaration of Condominium; 
 TOGETHER ALSO WITH
the appurtenances and all the estate and rights of the Borrower in and to the Timeshare Interest(s); 
 TOGETHER ALSO WITH the
rents, issues and profits of the above-described Timeshare Interest(s), including, without limitation, the Borrower’s right, title and interest in the common profits. 
 TOGETHER ALSO WITH all awards heretofore and hereafter made for taking by eminent domain the whole or any part of the aforedescribed property, rights and interests or any easement therein, including any
awards for changes of grade of streets, which said awards are hereby assigned to the Lender, which is hereby authorized, subject to the provisions of the Bylaws hereinafter identified, to collect and receive the proceeds of such awards and to give
proper receipts and acquittances therefore, and to apply the same toward the payment of the mortgage debt, notwithstanding the fact that the amount owing thereon may not then be due and payable. 

The above-described Timeshare Interest(s), together with the appurtenances, rights, and other interests hereinabove or as described in
said Declaration of Condominium in connection with the Timeshare Interest(s) now or hereafter vested or attached to or installed in the Unit(s) to which the Timeshare Interest(s) is (are) appurtenant, are hereinafter collectively referred to as the
“Mortgaged Premises”. 
 TO HAVE AND TO HOLD the Mortgaged Premises unto the Lender, its successors and assigns,
forever. 
 PROVIDED, always that if the Borrower shall pay or cause to be paid unto the Lender the said sum of money and the
interest thereon on demand, then these presents and the estate hereby granted shall cease, determine and be void. 
 For the
purposes of this Mortgage, unless the context otherwise requires, the terms used but not defined herein which are defined in the provisions of Chapter 33, Title 28, United States Virgin Islands Code (the “Condominium Act”) or the
aforedescribed Note or Declaration of Condominium shall have the meanings set forth therein. 
 Borrower covenants that Borrower
is lawfully seized of the estate hereby mortgaged and has the right to grant, release, assign, transfer, set-over and mortgage the Mortgaged Premises to Lender, that the Mortgaged Premises is unencumbered, and that Borrower will warrant and defend
generally the title to the Mortgaged Premises against all claims and demands, subject to any declaration, easements, or restrictions listed in a schedule of exceptions to coverage in any title insurance policy insuring Lender’s interest in the
Mortgaged Premises. Borrower further agrees and covenants with the Lender as follows: 
 1. Payment of Principal, Interest, Late Charges and
Service Fees. Borrower shall promptly pay when due all payments due under the Note. Except as otherwise provided by applicable law, all payments accepted and applied by Lender under the 

  

					
	 (uv.mort.yz) 474465_5

10.27.09
	  		  	









 
Note and Paragraphs 1 and 2 hereof shall be applied in the following order of priority: (a) interest due under the Note and Paragraph 20 hereof; (b) principal due under the Note and
Paragraph 20 hereof; (c) service fees, if any, due under the Note; (d) late charges, if any, due under the Note; (e) amounts due under Paragraph 2 hereof; (f) amounts due under Paragraph 7 hereof. 

2. Funds for Taxes, Assessments and Insurance. Subject to applicable law, upon written request by Lender to Borrower, Borrower shall pay to Lender
on the day when monthly installments of principal and interest are payable under the Note, until the Note is paid in full, a sum (herein “Funds”) equal to one-twelfth of Borrower’s share of the yearly taxes and assessments which may
attain priority over this Mortgage and one-twelfth of the annual Maintenance Fees due under the Declaration of Condominium, all as reasonably estimated initially and from time to time by Lender on the basis of assessments and bills and reasonable
estimates thereof. 
 If Lender exercises the foregoing right, the Funds shall be held in an institution, the deposits or
accounts of which are insured or guaranteed by a federal or state agency. Lender shall apply the Funds, upon receipt of the appropriate bill or bills, to pay said taxes and Maintenance Fees. Lender may not charge for so holding and applying the
Funds, analyzing said account, or verifying and compiling said assessments and bills, unless Lender pays to Borrower interest on the Funds and applicable law permits Lender to make such a charge. Unless applicable law requires, Lender shall not be
required to pay Borrower any interest on earnings on the Funds. Lender shall give to Borrower, without charge, an annual accounting of the Funds showing credits and debits to the Funds and the purposes for which each debit to the Funds was made. The
Funds are hereby pledged as additional security for the sums secured by this Mortgage. 
 If the amount of the Funds held by
Lender, together with the future monthly installments of Funds payable prior to the due dates of taxes and/or Maintenance Fees shall exceed the amount required to pay such taxes and/or Maintenance Fees as they fall due, such excess shall be, at
Borrower’s option, either promptly repaid to Borrower or credited to Borrower on monthly installments of Funds. If the amount of the Funds held by Lender shall not be sufficient to pay taxes and/or Maintenance Fees as they fall due, Borrower
shall pay to Lender any amount necessary to make up the deficiency within thirty (30) days from the date of a notice mailed by Lender to Borrower requesting payment thereof. 

Upon payment in full of all sums secured by this Mortgage, Lender shall promptly refund to Borrower any Funds held by Lender. If under
Paragraph 17 hereof the Mortgaged Premises is sold or the Mortgaged Premises is otherwise acquired by Lender, Lender shall apply, no later than immediately prior to the sale of the Mortgaged Premises or its acquisition by Lender, any Funds then held
by Lender as a credit against the sums secured by this Mortgage. 
 3. Application of Payments. Unless applicable law provides otherwise,
all payments received by Lender under the Note and Paragraphs 1 and 2 hereof shall be applied by Lender first, in payment of amounts payable to Lender by Borrower(s) under Paragraph 2 hereof, then against advances, if any, made by Lender pursuant to
Paragraph 7 hereof, then to costs, fees, expenses and other amounts incurred and advanced by the Lender in the enforcement of its rights under the Note and this Mortgage, including, without limitation, costs and reasonable attorneys’ fees, then
to unpaid service fees, then to interest payable on the Note, then to the principal of the Note, then to unpaid late charges, if any, then to interest on any Future Advances made at Lender’s option pursuant to Paragraph 20 hereof, and then to
principal on Future Advances, if any, made at Lender’s option pursuant to Paragraph 20 hereof. 
 4. Charges; Liens. Borrower shall
promptly pay, when due, all Maintenance Fees imposed by the Association pursuant to the provisions of the Condominium Documents. Borrower shall pay all taxes, Maintenance Fees and other charges, fines and impositions attributable to the Mortgaged
Premises which may attain a priority over this Mortgage, in the manner provided under Paragraph 1 hereof or, if not paid in such manner, by Borrower making payment, when due, directly to the payee thereof. Borrower shall promptly furnish to Lender
all notices of amounts due under this Paragraph, and in the event Borrower shall make payment directly, Borrower shall promptly furnish to Lender receipts evidencing such payments. Borrower shall promptly discharge any lien which has priority over
this Mortgage; provided, that Borrower shall not be required to discharge any such lien so long as Borrower shall agree in writing to the payment of the obligation secured by such lien in a manner acceptable to Lender and if requested by Lender,
immediately post with Lender an amount necessary to satisfy said obligation, or shall in good faith contest such lien by, or defend enforcement of such lien in, legal proceedings which operate to prevent the enforcement of such lien or forfeiture of
the Mortgaged Premises or any part thereof and, if requested by Lender, immediately post with Lender an amount necessary to satisfy said obligation. 
 5. Hazard Insurance. Borrower shall keep the improvements now existing or hereafter erected on the Mortgaged Premises insured against loss by fire, hazards included within the term “extended
coverage”, and such other hazards as Lender may require and in such amounts and for such periods as Lender may require; provided, that Lender shall not require that the amount of such coverage exceed that amount of coverage required to pay the
sums secured by this Mortgage. This obligation shall be deemed satisfied so long as the Association maintains a “master” or “blanket” policies for liability and casualty insurance in accordance with the terms hereof. 

The insurance carrier providing the insurance shall be chosen by Borrower or the Association subject to approval by Lender; provided,
that such approval shall not be unreasonably withheld. If required, all premiums on insurance policies shall be paid in the manner provided under Paragraph 2 hereof, or, if not paid in such manner, by Borrower or the Association making payment, when
due, directly to the insurance carrier. 
 All insurance policies and renewals thereof shall be in a form acceptable to Lender
and shall include a standard mortgage clause in favor of and in a form acceptable to Lender. Borrower shall give Lender prompt notice of any lapse in hazard insurance coverage. In the event of loss, Borrower shall give prompt notice to the insurance
carrier and Lender. Lender may make proof of loss if not made promptly by Borrower. 
 Pursuant to the terms of the Condominium
Documents, insurance proceeds shall be applied to restoration or repair of the property damaged, whether to the Unit or the Common Elements. To the extent such insurance proceeds exceed the cost of such restoration or repair and the Board of
Directors of the Association decides to disburse such excess, Borrower’s share of such excess shall be applied to the sums secured by this Mortgage, with the excess, if any, paid to Borrower. 

Unless Lender and Borrower otherwise agree in writing, any such application of proceeds to principal shall not exceed or postpone the due
date of the monthly installments referred to in Paragraphs 1 and 2 hereof or change the amount of such installments. If under Paragraph 18 hereof the Mortgaged Premises is acquired by Lender, all right, title and interest of Borrower in and to any
insurance policies and in and to any excess insurance proceeds thereof from damage to the Mortgaged Premises prior to the sale or acquisition shall pass to Lender to the extent of the sums secured by this Mortgage immediately prior to such sale or
acquisition. 
 6. Preservation and Maintenance of Mortgaged Premises. Borrower shall keep the Mortgaged Premises in good repair and
shall not commit waste or permit impairment or deterioration of the Mortgaged Premises. Borrower shall perform all of Borrower’s obligations under the Condominium Documents. Borrower shall take such actions as may be reasonable to insure that
the Association maintains a public liability insurance policy acceptable in form, amount, and extent of coverage to Lender. 

  
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 7. Protection of Lender’s Security. If Borrower fails to perform the covenants and agreements
contained in this Mortgage, or if any action or proceeding is commenced which materially affects Lender’s interest in the Mortgaged Premises, including, but not limited to, eminent domain, insolvency, code enforcement, or arrangements or
proceedings involving a bankrupt or decedent, then Lender at Lender’s option, upon notice to Borrower, may make such appearances, disburse such sums and take such action as is necessary to protect Lender’s interest, including, but not
limited to, disbursement of funds to pay reasonable attorneys’ fees and entry upon the Mortgaged Premises to make repairs. 

Any amounts disbursed by Lender pursuant to this Mortgage, with interest thereon, shall become additional indebtedness of Borrower
secured by this Mortgage. Unless Borrower and Lender agree to other terms or payment, such amount shall be payable upon notice from Lender to Borrower requesting payment thereof, and shall bear interest from the date of disbursement at the rate
payable from time to time on outstanding principal under the Note unless payment of interest at such rate would be contrary to applicable law, in which event such amounts shall bear interest at the highest rate permissible under applicable law.
Nothing contained in this Paragraph 7 shall require Lender to incur any expense or take any action hereunder. 
 8. Inspection. Lender
may make or cause to be made reasonable entries upon and inspections of the Mortgaged Premises, provided that Lender shall give Borrower notice prior to any such inspection specifying reasonable cause therefore related to Lender’s interest in
the Mortgaged Premises. 
 9. Condemnation. The proceeds of any award or claim for damages, direct or consequential, payable to Borrower
in connection with any condemnation or other taking of all or part of the Mortgaged Premises, whether of the Unit(s) to which the Timeshare Interest(s) is appurtenant or the Common Elements or for any conveyance in lieu of condemnation, pursuant to
the terms of the Condominium Documents, shall be applied to the sums secured by this Mortgage, with the excess, if any, paid to Borrower. Unless Lender and Borrower otherwise agree in writing, any such application of proceeds to principal shall not
extend or postpone the due date of the monthly installments referred to in Paragraphs 1 and 2 hereof or change the amount of such installments. 

10. Borrower Not Released. Extension of the time for payment or modification of amortization of the sums secured by this Mortgage granted by
Lender to any successor in interest of Borrower shall not operate to release, in any manner, the liability of the original Borrower and Borrower’s successors in interest. Lender shall not be required to commence proceedings against such
successor or refuse to extend time for payment or otherwise modify amortization of the sums secured by this Mortgage by reason of any demand made by the original Borrower and Borrower’s successor in interest. 

11. Forbearance by Lender Not a Waiver. Any forbearance by Lender in exercising any right or remedy hereunder, or otherwise afforded by applicable
law, shall not be a waiver of or preclude the exercise of any such right or remedy. The procurement of insurance or the payment of taxes or other liens or charges by Lender shall not be a waiver of Lender’s right to accelerate the maturity of
the indebtedness secured by this Mortgage. 
 12. Remedies Cumulative. All remedies provided in this Mortgage are distinct and cumulative
to any other right or remedy under this Mortgage or afforded by law or equity, and may be exercised concurrently, independently or successively. 
 13. Successors and Assigns Bound; Joint and Several Liability; Captions. Subject to the terms and provisions of Paragraph 17 below, the covenants and agreements herein contained shall bind, and the
rights hereunder shall inure to, the respective successors and assigns of Lender and Borrower. All covenants and agreements of Borrower shall be joint and several. The captions and headings of the Paragraphs of this Mortgage are for convenience only
and are not to be used to interpret or define the provisions hereof. 
 14. Notice. Except for any notice required under applicable law
to be given in another manner, (a) any notice to Borrower provided for in this Mortgage shall be given by mailing such notice by U.S. Mail, postage prepaid (or such other more expeditious method as may be appropriate in the case of foreign
addresses, as Lender may choose in its discretion), addressed to Borrower at the Borrower’s address as set forth in the Note, or at such other address as Borrower may designate by notice to Lender as provided herein, and (b) any notice to
Lender shall be given by certified mail, return receipt requested (or in the case of a notice originating in a foreign country, by such other method that results in Lender acknowledging in writing receipt of the notice), to Lender’s address
stated herein or to such other address as Lender may designate by notice to Borrower as provided herein. Any notice that is provided for in this Mortgage shall be deemed to have been given to Borrower or Lender when given in the manner designated
herein. 
 15. Governing Law; Venue; Severability. This Mortgage shall be governed by the laws of the United States Virgin Islands. Venue
for any cause of action brought under this Mortgage shall be in the courts on St. Thomas in the United States Virgin Islands. In the event that any provision or clause of this Mortgage or the Note conflicts with applicable law, such conflict shall
not affect other provisions of the Mortgage or the Note which can be given effect without the conflicting provision, and to this end the provisions of the Mortgage and the Note are declared to be severable. 

16. Borrower’s Copy. Borrower shall be furnished a copy of the Note and this Mortgage at the time of execution or after recordation hereof.

 17. Transfer of the Mortgaged Premises; Assumption. If all or any part of the Mortgaged Premises or an interest therein is sold or
transferred by Borrower without Lender’s prior written consent, excluding (a) a transfer by devise, descent or by operation of law upon the death of a joint tenant, (b) the creation of a purchase money security interest for household
appliances, (c) the grant of any leasehold interest of three (3) years or less not containing an option to purchase, or (d) the creation of a lien or encumbrance subordinate to this Mortgage, Lender may, at Lender’s option,
declare all the sums secured by this Mortgage to be immediately due and payable. Lender shall have waived such option to accelerate if, and only if, prior to the sale or transfer, Lender and the person to whom the Mortgaged Premises is to be sold or
transferred reach agreement in writing that the credit of such person is satisfactory to Lender and that the interest payable on the sums secured by this Mortgage shall be at such rate Lender shall request, and if the assumption fee set by Lender
has been paid. If Lender has waived the option to accelerate provided in this Paragraph 17, and if Borrower’s successor in interest has executed a written assumption agreement accepted in writing by Lender, Lender shall release Borrower from
all obligations under this Mortgage, and the Note. Assumption of Borrower’s Mortgage and Note shall be permitted only with written approval of, and at the sole discretion of, Lender. 

If Lender exercises such option to accelerate, Lender shall mail Borrower notice of acceleration in accordance with Paragraph 14 hereof.
Such notice shall provide a period of not less than thirty (30) days from the date the notice is mailed within which Borrower may pay the sums declared due. If Borrower fails to pay such sums prior to the expiration of such period, Lender may,
without further notice or demand on Borrower, invoke any remedies permitted by Paragraph 18 hereof. 
 18. Acceleration; Remedies. Except
as provided in Paragraph 17 hereof, upon Borrower’s breach of any covenant or agreement of Borrower(s) in this Mortgage, including the covenants to pay when due any sums secured by this Mortgage, Lender, prior to acceleration, shall mail notice
to Borrower, as provided in Paragraph 14 hereof, specifying: (1) the breach; (2) the action required to cure such breach; (3) a date, not less than thirty (30) days from the date the notice is mailed to Borrower by which such
breach must be cured; and (4) that failure to cure such breach on or before the date specified in the notice may 

  
 Page 3 of 5









 
result in acceleration of the sums secured by this Mortgage, foreclosure by judicial proceeding and sale of Mortgaged Premises. If the breach is not cured on or before the date specified in the
notice, Lender at Lender’s option, subject to any right of reinstatement to which Borrower is entitled under applicable law, may declare, without further demand, all of the sums secured by this Mortgage to be immediately due and payable and may
foreclose this Mortgage by judicial proceedings. Lender shall be entitled to collect in such proceedings all expenses of foreclosure, including, but not limited to, reasonable attorneys’ fees, court costs, and costs of documentary evidence,
abstracts and title reports. 
 19. Assignment of Rents; Appointment of Receiver. As additional security hereunder, Borrower hereby
assigns to Lender the rents of the Mortgaged Premises, provided that Borrower shall, prior to acceleration under Paragraph 18 hereof or abandonment of the Mortgaged Premises, have the right to collect and retain such rents as they become due and
payable. Upon acceleration or abandonment of the Mortgaged Premises, Lender shall be entitled, without notice, to enter upon, take possession of, and manage the Mortgaged Premises and to collect the rents of the Mortgaged Premises, including those
that are past due. All rents collected shall be applied first to payment of the costs of management of the Mortgaged Premises and collection of rents, including, but not limited to, management fees, court costs, and reasonable attorneys’ fees,
and then to the sum secured by this Mortgage. The Lender shall be liable to account only for those rents actually received. Borrower shall not be entitled to possession or use of the Mortgaged Premises after abandonment or after the Lender has
accelerated the balance due. Alternatively, Lender may seek the appointment of a receiver to manage and collect rents from the Mortgaged Premises. If a receiver is appointed, any income from rents from the Mortgaged Premises shall be applied first
to the costs of receivership, and then in the order set forth above. 
 20. Future Advances. Upon request by Borrower, Lender, at
Lender’s option, may make future advances (“Future Advances”) to Borrower. Such Future Advances, with interest thereon, shall be secured by this Mortgage whether or not evidenced by promissory notes stating that said notes are secured
hereby. At no time shall the principal amount of the indebtedness secured by this Mortgage, not including sums advanced in accordance herewith to protect the security of this Mortgage, exceed one hundred fifty percent (150%) of the original
amount of the Note. 
 21. Lender’s Prior Consent. Borrower shall not, except after notice to Lender and with Lender’s prior
written consent, which consent may be withheld by Lender in its sole and absolute discretion, either partition or subdivide the Mortgaged Premises or consent to: (i) the abandonment or termination of the Condominium, except for abandonment or
termination required by law in the case of substantial destruction by fire or other casualty or in the case of a taking by condemnation or eminent domain; (ii) any amendment to any provision of the Condominium Documents which is for the express
benefit of Lender; (iii) and amendment that could adversely affect the Lender’s security interest in the Mortgaged Premises; or (iv) any action which would have the effect of rendering the public liability insurance coverage
maintained by the Association unacceptable to Lender. 
 22 Remedies. In the event Borrower defaults in payment of the Note secured
hereby or in the performance of any covenants herein set forth, then the Lender shall have all legal and equitable remedies available to it under United States Virgin Islands law. In addition, Lender shall have the automatic right, without the
appointment of a receiver, to have access to and exclusive possession of the Timeshare Interest(s) encumbered hereby or such other Timeshare Interest(s) whose use has been assigned to Borrower by the Association or by any exchange company. This
right to exclusive occupancy and possession shall entitle, but shall not obligate, Lender to receive and retain any rental payments to which Borrower would otherwise be entitled, which are received by Lender or any of its related companies, or by
the Association or any other rental agent. 
 Lender may implement the remedies provided herein by, among other methods, giving
notice of default to the Borrower, the Association and the Management Company responsible for the administration and management of the Mortgaged Premises encumbered hereby. 
 If the Borrower fails to deliver to Lender and to the Management Company an affidavit setting forth facts contesting the default alleged by Lender prior to the date Borrower’s use of a Unit pursuant
to the Condominium Documents commences, then the Management Company shall thereupon be entitled to deliver possession of the Unit or the rental, net only of any rental management fee, if any, to Lender. Lender, the Association and the Management
Company shall be released from any claims by Borrower in connection with the exercise by Lender of remedies herein described. 
 23.
Attorneys’ Fees. As used in this Mortgage and in the Note, “attorneys’ fees” shall include attorneys’ fees, if any, which may be awarded by a trial or an appellate court. 

IN WITNESS WHEREOF, Borrower has executed this Mortgage. 

 

					
	  	 		 	  
	First Witness signs here	 		 	Borrower
	  	 		 	  
	 Second Witness signs here

(Notary may sign as
2nd witness)
	 		 	Borrower
	 	 		 	  
		 		 	Borrower
	 	 		 	  
		 		 	Borrower

  

	
	STATE OF
                                         
                               )
	
	 ss:

	
	COUNTY OF
                                         
                           )

 This foregoing instrument was acknowledged before me this
                     day of
                                         
       , 20             by
                                         
                                         
                      . 
 WITNESS my hand and this official seal. 
  

					
	 	 		 	  
	[ S E A L ]	 		 	Notary Public
			
	WHEN RECORDED RETURN TO:	 		 	
			
		 		 	My commission expires:
                                         
                   


  
 Page 4 of 5









 James H. Hindels, Esq., H.C. 
 Birch, deJongh & Hindels 
 Poinsettia House at Bluebeard’s Castle 

1330 Estate Taarnebjerg 
 St. Thomas, Virgin
Islands 00802 

  
 Page 5 of 5









 Exhibit C 
 Form Of Lost Note Affidavit 
 STATE OF
                     
 COUNTY OF
                 

                      
   (“Affiant”), on behalf of and as                          of MORI SPC Series Corp., a
Delaware special purpose corporation (the “Seller”), being duly sworn, deposes and says: 
 1. This Lost Note
Affidavit is being delivered by the Affiant pursuant to Section [2(b)] of the Sale Agreement (the “Agreement”), dated as of [DATE], 2011, by and between the Seller and Marriott Vacations Worldwide Owner Trust 2011-1, a Delaware
statutory trust, as the Issuer, which Section requires the Seller to deliver Timeshare Loan Files to the Custodian on behalf of the Issuer. Unless otherwise defined herein, capitalized terms have the meanings ascribed to such terms in the Agreement
and the Standard Definitions thereto. 
 2. That
                                         
                                        has issued
an Obligor Note evidencing a Timeshare Loan dated
                                     in the principal amount
of $                                     (the
“Original Note”) to
                                        .

 3. The Original Note has been lost, destroyed, or stolen so that it cannot be found or produced, and the Seller has not
endorsed, assigned, sold, pledged, hypothecated, negotiated or otherwise transferred the Original Note or an interest therein. 

4. That the Seller has made a diligent effort to find the Original Note. 

5. It is understood by the Seller that if the Original Note is found, that it will surrender said Original Note to the Custodian or its
permitted successors and assigns for cancellation. 
  

	
	  



 The foregoing affidavit was sworn to and subscribed before me this
                     day of
                    ,
                    , by
                    , as
                                         
                of [MORI SPC Series Corp.], who is personally known to me or who has produced
                                         
                as identification and who did take an Oath. 
  

					
		  	  
	  	
			
	 (AFFIX NOTARIAL SEAL)
	  	Notary Public, State of                 	  	
			
		  	(Name)	  	
			
	 Commission Number:
                            
	  	My Commission Expires:	  	








 Exhibit D 
 FORM OF ADDITIONAL TIMESHARE LOAN SUPPLEMENT 
 ADDITIONAL TIMESHARE LOAN
SUPPLEMENT NO.      (this “Supplement”) dated as of             , by and between MORI SPC SERIES Corp., a Delaware special purpose
corporation, as seller (the “Seller”) and MARRIOTT VACATIONS WORLDWIDE OWNER TRUST 2011-1, a Delaware statutory trust, as issuer (the “Issuer”), pursuant to the Sale Agreement referred to below. 

WITNESSETH: 

WHEREAS, the Seller and the Issuer are parties to that certain Sale Agreement dated as of September 1, 2011 (as such agreement may
have been, or may from time to time be, further amended, supplemented or otherwise modified, the “Sale Agreement”); 
 WHEREAS, pursuant to the Sale Agreement, the Seller wishes to designate Additional Timeshare Loans to be included on the Schedule of Timeshare Loans, and the Seller wishes to sell its right, title and
interest in and to the Additional Timeshare Loans to the Issuer pursuant to this Supplement; and 
 WHEREAS, the Issuer wishes
to purchase such Additional Timeshare Loans subject to the terms and conditions hereof. 
 NOW, THEREFORE, the Seller and the
Issuer hereby agree as follows: 
 1. Defined Terms. All capitalized terms used herein shall have the meanings ascribed
to them in the Sale Agreement unless otherwise defined herein. 
 “Cut-Off Date” shall mean, with respect to
the Additional Timeshare Loans,                     . 
 “[Funding][Transfer] Date” shall mean, with respect to the Additional Timeshare Loans,
                    . 
 “Additional Conveyed Timeshare Loan Assets” shall have the meaning set forth in Section 3(a). 
 “Additional Timeshare Loans” shall mean the Additional Timeshare Loans that are sold hereby and listed on Schedule 1 attached hereto. 

2. Designation of Additional Timeshare Loans. The Seller delivers herewith Schedule 1 containing a true and complete list of the
Additional Timeshare Loans. Such Schedule 1 is incorporated into and made part of this Supplement, shall be Schedule 1 to this Supplement and shall supplement the Schedule of Timeshare Loans. 







 3. Sale of Additional Timeshare Loans. 

The Seller does hereby sell, transfer, assign, set over and otherwise convey to the Issuer, without recourse except as provided in
Section 6 and Section 8 of the Sale Agreement, all of the Seller’s right, title and interest in, to and under (i) each Additional Timeshare Loan listed on the Schedule 1 hereto, (ii) the Receivables in respect of such
Timeshare Loans due on and after the related Cut-Off Date, (iii) the related Timeshare Loan Files, (iv) all Related Security in respect of each such Timeshare Loan, (v) all rights and remedies of the Seller pursuant to the Purchase
Agreement, and (vi) all income, payments, proceeds and other benefits and rights related to any of the foregoing (the “Additional Conveyed Timeshare Loan Assets”). 

In connection with the foregoing sale and if necessary, the Seller agrees to record and file one or more financing statements (and
continuation statements or other amendments with respect to such financing statements when applicable) with respect to the Additional Conveyed Timeshare Loan Assets meeting the requirements of applicable law in such manner and in such jurisdictions
as are necessary to perfect the sale of the Additional Conveyed Timeshare Loan Assets to the Issuer, and to deliver a file-stamped copy of such financing statements and continuation statements (or other amendments) or other evidence of such filing
to the Issuer. 
 In connection with the foregoing sale, the Seller further agrees, on or prior to the date of this Supplement,
to cause the portions of its computer files relating to the Additional Timeshare Loans sold on such date to the Issuer to be clearly and unambiguously marked to indicate that each such Additional Timeshare Loan and the other Additional Conveyed
Timeshare Assets have been sold on such date to the Issuer pursuant to the Sale Agreement and this Supplement. 
 It is the
express and specific intent of the parties that the transfer of the Additional Timeshare Loans and the other Additional Conveyed Timeshare Assets from the Seller to the Issuer as provided is and shall be construed for all purposes as a true and
absolute sale of such Additional Timeshare Loans and Additional Conveyed Timeshare Assets, shall be absolute and irrevocable and provide the Issuer with the full benefits of ownership of the Additional Timeshare Loans and the other Additional
Conveyed Timeshare Assets. In the event, however, that a court of competent jurisdiction were to hold that any such transfer constitutes a loan and not a sale, it is the intention of the parties that the Seller shall be deemed to have Granted to the
Issuer as of the date of this Supplement, a first priority perfection security interest in all of the Seller’s right, title and interest in, to and under each Timeshare Loan whether now owned or hereafter acquired, and the related property
described in Section 2 of the Sale Agreement. The Seller acknowledges that the Issuer intends to grant to the Indenture Trustee a security interest in the Additional Conveyed Timeshare Assets and that the Additional Timeshare Loans and other
Additional Conveyed Timeshare Assets are subject to the Lien of the Indenture and Servicing Agreement for the benefit of the Indenture Trustee on behalf of the Noteholders and the Hedge Counterparty. 

4. Acceptance by the Issuer. The Issuer hereby acknowledges that, prior to or simultaneously with the execution and delivery of
this Supplement, the Seller delivered to the 







 
Issuer the Schedule described in Section 2 of this Supplement with respect to all Additional Timeshare Loans. 
 5. Representations and Warranties of the Seller. The Seller hereby represents and warrants to the Issuer on the [Funding][Transfer] Date that each representation and warranty to be made by it on
such [Funding][Transfer] Date pursuant to the Sale Agreement is true and correct, and that each such representation and warranty is hereby incorporated herein by reference as though fully set out in this Supplement. 

6. Ratification of the Sale Agreement. The Sale Agreement is hereby ratified, and all references to the Sale Agreement shall be
deemed from and after the [Funding][Transfer] Date to be references to the Sale Agreement as supplemented and amended by this Supplement. Except as expressly amended hereby, all the representations, warranties, terms, covenants and conditions of the
Sale Agreement shall remain unamended and shall continue to be, and shall remain, in full force and effect in accordance with its terms and except as expressly provided herein shall not constitute or be deemed to constitute a waiver of compliance
with or consent to non-compliance with any term or provision of the Sale Agreement. 
 7. Counterparts. This Supplement
may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument. Delivery of an executed counterpart of this Agreement by facsimile or other electronic transmission (i.e., “pdf” or
“tif”) shall be effective as delivery of a manually executed counterpart hereof and deemed an original. 
 8.
GOVERNING LAW. THIS SUPPLEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.








 IN WITNESS WHEREOF, each of the parties hereto has caused this Assignment to be duly
executed by their respective officers as of the day and year first written above. 
  

							
	 MORI SPC SERIES CORP., as Seller

			
	 By:
	 	 /s/ Jean Pierre Parisien
	 	
		 	Name:	 	Jean Pierre Parisien
		 	Title:	 	Vice President
		 	Address:	 	6649 Westwood Boulevard
		 		 	Orlando, Florida 32821
		 	Telephone:	 	(407) 206-6000
		 	Facsimile:	 	(407) 206-6420
	
	MARRIOTT VACATIONS WORLDWIDE OWNER TRUST 2011-1
		
	 By:
	 	WILMINGTON TRUST, NATIONAL ASSOCIATION,
not individually but solely in its capacity as Owner Trustee
			
	 By:
	 	 /s/ Rita Marie Ritrovato
	 	
		 	Name:	 	Rita Marie Ritrovato
		 	Title:	 	Assistant Vice President
		 	Address:	 	1220 North Market Street, Suite 202
		 		 	Wilmington, Delaware 19801
		 	Telephone:	 	(302) 255-4966
		 	Facsimile:	 	(302) 661-2266









 ANNEX A 

Standard Definitions 
 [Superseded by Annex A to Amendment No. 1 to the Sale Agreement.]