**AMENDED
      AND RESTATED**


**INVENTORY
      LOAN AND SECURITY AGREEMENT**




**THIS
      AMENDED AND RESTATED INVENTORY LOAN AND SECURITY AGREEMENT** (as
      amended from time to time, this **“** **Agreement** **”** ),
      made
      and executed as of the 28th day of April, 2006, by and between **CAPITALSOURCE
      FINANCE LLC** ,
      a
      Delaware limited liability company, as secured party (herein referred to as
      the **“** **Lender** **”** )
      and **SILVERLEAF
      RESORTS, INC.** ,
      a Texas
      corporation, as debtor (herein referred to as the **“** **Borrower** **”** ).




**1.** **INTERPRETATION
        OF THIS AGREEMENT**




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




***Acquisition
      Contract*** **—** means,
      collectively, each purchase and sale or similar agreement entered into by and
      between Borrower and any seller for the acquisition of any Resort.




***Acquisition
      Purchase Price*** **—** means,
      collectively, (a) the purchase price of all real and personal property as set
      forth in the applicable Acquisition Contract, plus (b) all
      reasonable and customary out-of-pocket costs and expenses of Borrower in
      connection therewith, capitalized on Borrowers’ balance sheet in accordance with
      GAAP, as more particularly set forth in the applicable Acquisition
      Contract.




***Additional
      Resort—*** means
      any
      property acceptable to Lender in its sole discretion subject to an Acquisition
      Contract for which a Borrower seeks a Subsequent Advance to finance all or
      a
      portion of the Acquisition Purchase Price.




***Additional
      Resort Property*** —means
      collectively, (i) all of Borrowers’ right, title and interest in and to the
      real property related to any Additional Resort, and for which a Mortgage has
      been filed in favor of Lender and (ii) all personal property used at or in
      conjunction with the real property described in clause (i) above.




***Advance*** **—** as
      defined in Section 2.1 of this
      Agreement.




***Affiliate*** **—** means
      any
      Person:




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




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




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


AMENDED
          AND RESTATED LOAN AND SECURITY AGREEMENT




The
      term
“control” means the possession, directly or indirectly, of the power to direct
      or cause the direction of the management and policies of a Person, whether
      through the ownership of Voting Equity, other voting Securities, by contract
      or
      otherwise.




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




***Amortization
      Triggering Event*** —means
      the occurrence of any of the following:




(a)  tested
      at
      the end of each calendar quarter, if Borrower’s Consolidated Net Income less any
      extraordinary gains falls below $5,000,000 for the immediately preceding twelve
      (12) calendar month period, or




(b)  if
      after
      thirty (30) days following the end of each calendar month after the Closing
      Date, greater than twenty percent (20.00%) of all Pledged Intervals constitute
      Blue-Season Timeshare Interests, or




(c)  if
      after
      thirty (30) days following the end of each calendar month following the Closing
      Date, greater than thirty percent (30.00%) of all Pledged Intervals constitute
      Vintage-type Timeshare Interests, or




(d)  if
      after
      thirty (30) days following the end of each calendar month following the Closing
      Date, greater than ten percent (10.00%) of all Pledged Intervals are located
      at
      the Resort known as Holly Lake Resort and the Resort known as Lake O’ the Woods
      Resort, or




(e)  at
      the
      end of each calendar quarter, if Borrower shall have sold less than thirty
      percent (30%) of the total amount of Pledged Intervals securing the Loan pledged
      as Collateral to Lender pursuant to the terms of this Agreement and the Loan
      Documents for the immediate twelve (12) calendar months prior to the applicable
      test date, or




(f)  a
      Change
      in Management shall have occurred,




(g)  the
      end
      of the Commitment Period, or




(h)  the
      occurrence and continuance of any Default or Event of Default.




***Applicable
      Law*** —means
      any and all federal, state, and local statutes, ordinances, rules, regulations,
      court orders and decrees, administrative orders and decrees, and other legal
      requirements of any and every conceivable type applicable to the Loan, this
      Agreement, the Loan Documents and other Security Documents, Borrower, any Resort
      or any portion thereof including, without limitation, those regarding access
      and
      facilities for handicapped or disabled persons and any required by any
      Applicable State or any of their administrative agencies.




***Applicable
      States*** —means
      (i) Texas, (ii) Missouri, (iii) Georgia, (iv) Illinois, (v) Florida and
      (v) any other state in which Borrower is or becomes qualified to sell
      Timeshare Interests located at a Resort, provided, that acceptable proof of
      such
      qualification (including all applicable licenses and permits) or an exemption
      therefrom has been delivered to Lender.





AMENDED
          AND RESTATED LOAN AND SECURITY AGREEMENT
 2




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




***Bi-annual
      Timeshare Interest*** —has
      the
      meaning given to such term in the definition of Timeshare Interest.




***Blue-season
      Timeshare Interests*** —means
      the off-season Timeshare Interest at each Resort more particularly described
      in Schedule
      16 attached
      hereto.




***Bond
      Holder Exchange Transaction*** —means
      those certain senior subordinate note holder exchange transactions consummated
      pursuant to (a) that certain Indenture dated as of May 2, 2002 between
      Silverleaf Resorts, Inc. and Wells Fargo Bank Minnesota, NA., and all documents
      related thereto, and (b) that certain Indenture dated as of July 7, 2004 between
      Silverleaf Resorts, Inc. and Wells Fargo Bank, NA., and all documents related
      thereto, as amended, supplemented and modified from time to time.




***Books
      and Records*** —means
      all books, records, computer tapes, disks, software and micro-fiche records
      of
      Borrower solely related to the Pledged Intervals, Additional Resorts and other
      Collateral.




***Borrower*** **—** as
      defined in the preamble to this Agreement.




***Borrowing
      Base*** —means,
      at any date, a maximum outstanding Loan amount equal to the lesser of (i) the
      Maximum Loan Amount or (ii) the sum of (a) (1) in connection with all Additional
      Resorts acquired or being acquired by Borrower that are not already developed
      for hospitality or residential use or fit for use as timeshare at the time
      of
      acquisition, seventy percent (70%) of the Acquisition Purchase Price in
      connection with such Resorts, plus (2) for
      all other Additional Resorts acquired or being acquired by Borrower,
      seventy-five percent (75%) of the Acquisition Purchase Price in connection
      with
      such Resorts ****** and
      (b)
      fifteen percent (15%) of the Retail Value of all Pledged Intervals located
      in
      any Resort other than any Additional Resort.




***Borrowing
      Base Certificate*** —means
      a
      certificate duly executed by an officer of Borrower appropriately completed
      and
      in substantially the form of Exhibit
      G hereto.




***Broker*** **—** as
      defined in Section 10.14 of this
      Agreement.




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




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




***Change
      in Management*** —means
      a
      change of more than fifty percent (50%), in the aggregate, of the following
      members of the executive management team of Borrower: Robert Mead, Sharon
      Brayfield, David O'Connor, Harry White, Edward Lahart and Joe Conner (each
      an
“ **Executive
      Management Member** ”).





AMENDED
          AND RESTATED LOAN AND SECURITY AGREEMENT
 3




***Closing
      Date*** —means
      April 28, 2006.




***Collateral*** **—** as
      defined in Section 3.1 of this
      Agreement.




***Commitment
      Period*** —means
      the period commencing on the Closing Date and ending on the earliest to occur
      of:




(a)  the
      date
      on which Lender’s obligations hereunder to make Advances are terminated pursuant
      to this Agreement,




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




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




(d)  the
      date
      on which any Amortization Triggering Event occurs, and




(e)  April
      29,
      2009.




***Common
      Elements*** *—* has
      the
      meaning set forth in each Declaration, and includes all recreational and service
      facilities as well as the land (excluding real property constituting all or
      a
      part a Timeshare Unit), which are included within each Resort and owned by
      Borrower, for the common use and enjoyment of a Purchaser of Timeshare
      Interests.




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




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




***Consolidated
      Net Income*** —means,
      with respect to any period, the aggregate stated income statement amount of
      net
      income of Borrower and its subsidiaries, after deduction of all expenses, taxes
      and other proper charges paid during such period, excluding extraordinary
      profits, gains or losses, determined on a consolidated basis in accordance
      with
      GAAP.




***Construction
      Costs*** —means
      any costs and expenses required to be paid by Borrower under any construction
      contract or otherwise identified as construction costs (including, without
      limitation, contractor fees, architect fees, engineering fees, site work and
      landscaping, interest expenses and professional fees) together with any
      insurance or bonding costs, related to any construction, remodeling, improvement
      or renovation work in any way related to any Pledged Interval.




***Contract*** —means
      any purchase contract between one or more unaffiliated natural persons, as
      purchaser (the **“** **Purchaser** **”** ),
      and
      Borrower, as seller, which agreement provides for the sale by Borrower to such
      Purchaser of one or more Pledged Intervals.





AMENDED
          AND RESTATED LOAN AND SECURITY AGREEMENT
 4




***Debt
      Service Coverage Ratio*** —means,
      at any time of determination, the ratio of (a) EBITDA of Borrower and its
      subsidiaries on a consolidated basis, less capital expenditures for the
      immediately preceding twelve (12) calendar months to (b) the cash Interest
      Expenses (including all capitalized interest related to the Bond Holder Exchange
      Transaction which has been expensed but not yet paid by Borrower in full) of
      Borrower and its subsidiaries on a consolidated basis for the immediately
      preceding twelve (12) calendar months.




***Declarant*** —means
      the status of Borrower as the declarant under the applicable Declaration and
      the
      Articles of Incorporation and By-Laws of the related Owner’s Association, as
      amended.




***Declaration*** —means,
      collectively, all declarations, covenants, conditions and restrictions, or
      other
      restrictive covenants encumbering all or any portion of the real property where
      a Resort or building in which a Pledged Interval is located, filed in the
      appropriate official records of the county where such Resort or building is
      located, and delivered to Lender prior to any Advance being made by Lender
      to be
      secured by such Pledged Interval.




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




***Default
      Rate*** **—** means,
      at
      any time, the per annum rate of interest equal to the Interest Rate, then in
      effect, *plus* 4% per
      annum; *provided,
      however,* that the
      Default Rate shall in no event exceed the Maximum Rate.




***Disbursement
      Agent*** —means
      Lender, an affiliate or employee of Lender or any Person as Lender may in its
      sole discretion select to function as the disbursement agent for the Loan,
      if
      any. Any third-party “Disbursement Agent” shall be the exclusive agent of Lender
      and Borrower shall be required to pay the fees and costs incurred by Lender
      for
      Disbursement Agent’s administration of the Loan proceeds.




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




***Escrow
      Agent*** —as
      defined in Section
      2.8(i) hereof.




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




***Executive
      Management Member*** —as
      defined in the definition of Change in Management.




***Fair
      Market Value*** —at
      any
      time with respect to any Pledged Interval means the sale value of such Pledged
      Interval that would be realized in an arm’s-length sale at such time between an
      informed and willing buyer, and an informed and willing seller, under no
      compulsion to buy or sell, respectively.







AMENDED
          AND RESTATED LOAN AND SECURITY AGREEMENT
 5




***Furnishings*** —means
      the furnishings, furniture, equipment, appliances and fixtures provided by
      the
      Silverleaf Club or Borrower at each Resort for use within the Timeshare Units
      and the Common Elements.




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




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




***Impositions*** —as
      defined in Section 3.7 of this
      Agreement.




***Improvements*** —means
      all Timeshare Interests, Timeshare Units, Common Elements and other buildings,
      structures, recreational facilities and appurtenances now located on the
      Resort.




***Indemnified
      Persons*** —as
      defined in Section 10.14(a) of this
      Agreement.




***Indemnity
      Agreement—*** means
      that certain Hazardous Materials Indemnity Agreement of even date herewith
      executed by Borrower for the benefit of Lender.




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




***Intercreditor
      Agreement*** —means,
      the intercreditor agreements entered into between Borrower, Lender, and each
      of
      Textron Financial Corporation, Wells Fargo Foothill, Inc., Resort Funding LLC,
      and any other lenders or financial institutions from time to time providing
      financing to Borrower and its Affiliates.




***Interest
      Expense*** —means
      total interest expense generated during the period in question (including
      attributable to conditional sales contracts, capital leases and other title
      retention agreements in accordance with GAAP) of Borrower and its subsidiaries
      with respect to all outstanding Indebtedness including accrued interest and
      interest paid in kind and capitalized interest but excluding commissions,
      discounts and other fees owed with respect to letters of credit and bankers’
acceptance financing.




***Interest
      Rate*** **—** means,
      with respect to any calendar month, a per annum rate of interest equal to the
      sum of (i) 1.50%, plus (ii) the Prime Rate then in effect.




***Lender*** —as
      defined in the preamble to this Agreement.







AMENDED
          AND RESTATED LOAN AND SECURITY AGREEMENT
 6




***Leverage
      Ratio*** **—** means,
      as of any date of determination, the ratio of (i) the sum of amounts
      outstanding under this Agreement plus any other Debt of Borrower and its
      subsidiaries on a consolidated basis (other than off balance sheet debt that
      is
      non-recourse to Borrower and approved by Lender in its Permitted Discretion)
      to
      (ii) Borrower’s and its subsidiaries’ Tangible Net Worth, on a consolidated
      basis.




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




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




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




***Loan
      Documents*** —means,
      collectively, this Agreement, each Note, all Security Documents and all other
      agreements, instruments and documents executed in connection
      herewith.




***Material
      Adverse Effect*** —means
      a
      material adverse effect on (a) the condition, operations, assets, business
      or
      prospects of the applicable Person or Persons, (b) Borrower’s ability to pay the
      Obligations in accordance with the terms thereof, (c) the value of the
      Collateral, or Lender’s Liens on the Collateral or the priority of any such Lien
      or (d) the practical realization of the benefits of Lender’s rights and remedies
      under this Agreement and the Security Documents.




***Maturity
      Date*** —means
      April 29, 2011.




***Maximum
      Loan Amount*** —means
      $30,000,000.




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




***Monthly
      Average Weighted Loan Balance*** —means,
      for any calendar month, the quotient of




(a)  the
      aggregate of the Daily Loan Balances for each of the days of such month in
      respect of the Loan, *divided
      by*




(b)  the
      number of days in such month.




AMENDED
          AND RESTATED LOAN AND SECURITY AGREEMENT
 7




For
      purposes of this definition, “ **Daily
      Loan Balance** ”
shall
      mean, for any day, the amount of the Loan outstanding as of the close of
      business of Lender for such day after giving effect to all payments received
      made during such day.




***Mortgage*** **—** means,
      collectively, (a) each of those certain deeds of trust, mortgages, deeds to
      secure debt and other security agreements delivered to Lender on the Closing
      Date and on the Original Closing Date in connection with the Original Agreement,
      and (b) each and every mortgage, deed of trust, deed to secure debt or other
      security agreement, each executed by Borrower in favor of Lender, granting
      a
      security interest and Lien in and to all Pledged Intervals or Additional Resort
      Property, as applicable, from time to time, in form and substance satisfactory
      to Lender, as all of the same may hereafter be amended, restated or modified
      from time to time.




***Negative
      Pledge*** —means
      those certain negative pledge agreements executed by Borrower in favor of Lender
      related to Borrower’s agreement not to grant any Lien on any Resort Facilities,
      any rights of Borrower as Declarant, or any contracts or management agreements
      between Borrower and Silverleaf Club, or any other Property-Related
      Contracts.




***Net
      Income*** —means
      the net income (or loss) determined in conformity with GAAP.




***Net
      Worth*** —means,
      for any Person, such Person's assets minus liabilities, as determined in
      accordance with GAAP.




***Note*** — means,
      individually and collectively, one or more Promissory Notes, substantially
      in
      the form attached hereto as Exhibit
      H ,
      executed by Borrower from time to time as requested by Lender evidencing the
      Loan and all Advances under this Agreement, as the same may be amended,
      modified, divided, split, supplemented and/or restated from time to
      time.




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




***Original
      Agreement*** —means
      that certain Inventory Loan and Security Agreement, dated as of April 29, 2005,
      between Lender and Borrower.




***Original
      Closing Date*** —means
      April 29, 2005.




***Orlando
      Breeze Resort Club*** **—** means
      a
      Texas non-profit corporation established to manage the Resort known as Orlando
      Breeze Resort in Davenport, Polk County, Florida.





AMENDED
          AND RESTATED LOAN AND SECURITY AGREEMENT
 8




***Owner’s
      Association*** **—** means,
      collectively, each non-profit established homeowner’s or similar owner’s
      association established pursuant to a Declaration related to a Resort where
      a
      Pledged Interval is located.




***Participating
      Lender*** **—** means
      any
      Person which (a) is the holder of one or more (but not all) of the Notes,
      or (b) shall have been granted the right by Lender to participate in any
      Note and the Collateral and shall have entered into a participation agreement
      in
      form and substance satisfactory to Lender.




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




***Permitted
      Exceptions*** —means
      those title exceptions, liens and encumbrances affecting all or any portion
      of
      the Collateral to which Lender consents, as set forth on Schedule 2 of this
      Agreement.




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




***Pledged
      Interval*** **—** means,
      individually and collectively, all of Borrower’s fee simple ownership interest
      in and to all real property constituting a completed Timeshare Interest located
      in a Resort, all to be sold by Borrower to Purchasers and for which a Mortgage
      has been or will be filed in favor of Lender.




***Prime
      Rate*** **—** means
      the
      rate announced from time to time as the “prime rate” by Citibank, N.A., New
      York, New York; provided ,
      that
      should Lender be unable to determine such rate, such other indication of the
      prevailing prime rate of interest as Lender shall reasonably
      select.




***Property-Related
      Contract*** —means
      all franchises, permits, trade names, trademarks (and goodwill associated
      therewith), approvals, leasehold interests (whether as lessor or lessee or
      sublessor or sublessee), management contracts, marketing contracts, maintenance
      contracts, utility contracts, security contracts, other servicing contracts,
      licensing contracts or other similar contracts, and all guaranties of any of
      the
      foregoing, whether existing as of the Closing Date or arising after the date
      hereof, relating, in each case, to each Resort (and the Timeshare Interests
      and/or the Timeshare Units related thereto).




***Purchaser*** —as
      defined in the definition of “Contract” in this Section 1.1 .




***Receivables
      Loan*** —means
      that certain receivables loan in the aggregate principal amount of $50,000,000
      extended to Borrower and certain of its Affiliates by Lender pursuant to the
      Receivables Loan Documentation.




***Receivables
      Loan Agreement*** —means
      that certain Receivables Loan and Security Agreement dated as of the date
      hereof, by and among Borrower, certain of its Affiliates signatory thereto
      and
      Lender, as amended, modified or supplemented from time to time.







AMENDED
          AND RESTATED LOAN AND SECURITY AGREEMENT
 9




***Receivables
      Loan Documentation*** —means
      any and all certificates, agreements and documents executed in favor of Lender
      in connection or pursuant to the Receivables Loan Agreement.




***Receivables
      Loan Obligations*** —means
      all indebtedness, liabilities, obligations, and responsibilities, both financial
      and otherwise, to which Borrower and certain of its Affiliates party to the
      Receivables Loan Agreement is subject under any of the Receivables Loan
      Documentation, including but not limited to all amounts due or becoming due
      to
      Lender in respect of the Loan or any of the Receivables Loan Documentation,
      including principal, interest, prepayment premiums, contributions, taxes,
      insurance premiums, loan charges, custodial fees, reasonable attorneys’ and
      paralegals’ fees and expenses and other fees or expenses which are incurred by
      Lender or advanced to or on behalf of Borrower (or its Affiliates party thereto)
      by Lender, pursuant to any of the Receivables Loan Documentation or in
      connection with Lender’s enforcement of the prompt and complete payment and
      performance by Borrower (or such Affiliates) and any guarantor thereunder of
      all
      indebtedness, liabilities and obligations pursuant to the Receivables Loan
      Agreement, any of the other Receivables Loan Documentation, or otherwise,
      including, without limitation, obligations of payment and interest that accrue
      after the commencement of any proceeding under the Bankruptcy Code by or against
      any such Person.




***Release
      Fee*** -as
      defined in Section 2.5(c) hereof.




***Release
      Price*** —means,
      with respect to any Pledged Interval constituting a Timeshare Interest to be
      sold pursuant to a Contract, an amount in cash equal to the greater of
      (a) twenty percent (20%) of the Retail Value of the Timeshare Interest to
      be sold or (b) an amount sufficient to fully repay to Lender the Loan and all
      other Obligations under this Agreement and the other Loan Documents, based
      upon
      Borrower’s completion of sales of seventy-five percent (75%) of all Pledged
      Intervals constituting Collateral for the Loan.




***Released
      Parties*** **—** as
      defined in Section 10.15 of this
      Agreement.




***Releasing
      Parties*** **—** as
      defined in Section 10.15 of this
      Agreement.




***Resorts*** **—** means,
      collectively, (i) each of the resorts listed in Schedule 5 attached
      hereto, each located in an Applicable State, and each where a Pledged Interval
      owned by Borrower is located, and is for sale by Borrower to Purchasers,
      together with all improvements now or hereafter located thereon including,
      as
      applicable, all roadways, easements, Common Elements, Furnishings, Resort
      Facilities, equipment, fixtures, licenses and all other appurtenances thereunto
      belonging and (ii) each Additional Resort.




***Resort
      Facilities*** —means
      those facilities and amenities at a Resort that are available for use by
      Purchasers of Pledged Intervals in such Resort and that are more particularly
      described in Schedule
      9 attached
      hereto; in certain cases such facilities and amenities are not located within
      the boundaries of the timeshare regime at the applicable Resort as established
      pursuant to the applicable Declaration, but in such cases are subject to a
      Use
      Agreement.




***Resort
      Funding*** ** ***Facility*** **-** means
      that certain credit facility between Resort Funding LLC and Borrower pursuant
      to
      that certain Hypothecation Loan Agreement dated as of May 20, 2005, including
      all other documents and instruments executed in connection therewith, as all
      of
      same may hereafter be amended, supplemented or modified from time to
      time.







AMENDED
          AND RESTATED LOAN AND SECURITY AGREEMENT
 10




***Resort
      Map*** —means
      the site plan for each Resort recorded as part of the applicable Declaration
      in
      the applicable public records.




***Retail
      Value*** **—** means
      the
      retail sales price of each type of Timeshare Interest (including Weekly
      Timeshare Interests and Bi-annual Timeshare Interests) constituting a Pledged
      Interval, identified by Resort, location, type of Timeshare Interest and season,
      as set forth on Schedule 4 attached
      hereto, as the same may be hereafter amended and modified from time to time
      in a
      manner acceptable to Lender in writing in its Permitted Discretion; provided , however ,
      that in
      the event that the sum of all actual sales prices for Pledged Intervals sold
      by
      Borrower and released by Lender during any calendar quarter (as disclosed to
      Lender in the inventory report delivered pursuant to Section
      7.14(j) hereof)
      is less than ninety percent (90%) of the aggregate Retail Value of such Pledged
      Intervals sold by Borrower and released by Lender during such calendar quarter
      as set forth on Schedule
      4 ,
      Lender
      reserves the right in its Permitted Discretion to reduce the Retail Value for
      such Timeshare Interests set forth on Schedule
      4 in an
      amount equal to the difference between the actual sales price for the Timeshare
      Interest(s) sold during such calendar quarter and the then applicable Retail
      Value.




***Sales
      and Marketing Program*** —means
      the existing policies, terms and procedures followed by Borrower in conducting
      sales and marketing of Timeshare Interests.




***Sales
      & Marketing Costs*** **—** means
      all
      promotion, lead generation, sales commissions and other marketing expenses
      and
      costs incurred by Borrower in connection with selling and marketing of the
      Timeshare Interests (including all Pledged Intervals) in each Resort.




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




***Security
      Documents*** —means
      this Agreement, the Note, each Mortgage, each Negative Pledge, each
      Intercreditor Agreement, and all assignments, instruments, certificates,
      notices, requests for advances and other documents now or hereafter executed
      and
      delivered in connection with the transactions contemplated herein.




***Silverleaf
      Club*** —means
      the Texas non-profit corporation, which manages all of the Resorts, other than
      Orlando Breeze Resort.




***Subsequent
      Advance*** —as
      defined in Section 6 of this
      Agreement.




***Subsequent
      Advance Date*** —as
      defined in Section 6 of this
      Agreement.




***Suspension
      of Sales Order or Sanction*** —
the
      issuance of any stay order, cease and desist order or similar judicial or
      nonjudicial sanction prohibiting the sale or marketing of  Timeshare
      Interests. ******





AMENDED
          AND RESTATED LOAN AND SECURITY AGREEMENT
 11




***Tangible
      Net Worth—*** means,
      for any Person, such Person’s tangible assets minus liabilities, plus
      subordinated debt as approved by Lender, as determined in accordance with
      GAAP.




***Taxes*** **—** as
      defined in Section
      2.8 of this
      Agreement.




***Textron
      Facility*** —means,
      individually and collectively, those certain credit facilities provided by
      Textron Financial Corporation to Borrower pursuant to (a) that certain
      Consolidated Amended and Restated Loan, Security and Agency Agreement dated
      as
      of August 5, 2005, and (b) that certain Amended and Restated Loan and Security
      Agreement dated as of March 5, 2004, and all documents and other instruments
      executed in connection therewith, as all of the same have been and may hereafter
      be amended, supplemented and modified from time to time.




***Third-Party
      Offer*** **—** as
      defined in Section 2.6 of this
      Agreement.




***Timeshare
      Interest*** —means
      a
      fee simple ownership interest in a Timeshare Unit located at a Resort to be
      sold
      by Borrower to Purchasers comprised of either: (i) a Timeshare Interest which
      provides a Purchaser with a seven (7) consecutive day right of occupancy in
      a
      Timeshare Unit located in a Resort every year (“ Weekly
      Timeshare Interest ”);
      or
      (ii) any combination of a Timeshare Interest which provides a Purchaser with
      a
      seven (7) consecutive day right of occupancy in a Timeshare Unit located in
      a
      Resort every other year (“ Bi-annual
      Timeshare Interest ”),
      as
      set forth in the applicable Declaration, with such interest being entitled
      to
      the right to the possession, use and occupancy of a Timeshare Unit located
      in a
      Resort during the applicable time periods sold for such Weekly Timeshare
      Interest or Bi-annual Timeshare Interest, as applicable, and the use of all
      Resort Facilities.




***Timeshare
      Mortgage*** **—** means,
      with respect to any Timeshare Note, a mortgage in and to the Timeshare Interest
      whose purchase is being financed, in whole or part, by such Timeshare
      Note.




***Timeshare
      Note*** **—** means
      any
      promissory note made payable to the order of Borrower (or its Affiliate) or
      other third party which provides for payment of the deferred purchase price
      of
      one or more Timeshare Interests purchased by the Purchaser thereof.




***Timeshare
      Unit*** —means
      a
      residential unit at a Resort.




***Title
      Insurance Policy*** —as
      defined in Section 5.11 hereof.




***Uniform
      Commercial Code*** **—** means
      the
      applicable Uniform Commercial Code as adopted and in force from time to
      time.




***Unused
      Line Fee*** —means
      a
      fee payable to Lender in an amount calculated as of the last day of each
      calendar month equal to one quarter of one percent (0.250%) per annum of the
      difference between (a) the Maximum Loan Amount and (b) the average
      outstanding principal balance of the Loan during such month.




AMENDED
          AND RESTATED LOAN AND SECURITY AGREEMENT
 12


***Use
      Agreement*** —means
      each of those certain Recreation and Use Agreements whereby Purchasers have
      been
      granted the right to use and enjoy the Resort Facilities as described on Schedule 7 attached
      hereto.




***Vintage-type
      Timeshare Interests*** —means
      the Timeshare Interests more particularly described in Schedule
      16 attached
      hereto.




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




***Weekly
      Timeshare Interest*** —has
      the
      meaning given such term in the definition of Timeshare Interest.




***Wells
      Fargo Foothill Facility*** **-** means,
      individually and collectively, each of those certain credit facilities provided
      by Wells Fargo Foothill, Inc. to Borrower pursuant to (a) that certain Loan
      and
      Security Agreement-Receivables dated as of December 16, 2005, and (b) that
      certain Loan and Security Agreement-Inventory dated as of December 16, 2005,
      including all other documents and instruments executed in connection therewith,
      as all of same may hereafter be amended, supplemented or modified from time
      to
      time.




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




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




***1.4***  *Accounting
      Principles*. Where
      the
      character or amount of any asset or liability or item of income or expense
      is
      required to be determined or any consolidation or other accounting computation
      is required to be made for the purposes of this Agreement, the same shall be
      determined or made in accordance with generally accepted accounting principles,
      procedures and practices consistently applied at the time in effect, to the
      extent applicable, except where such principles are inconsistent with the
      requirements of this Agreement.




**2.**
            **ADVANCES
                AND NOTE**




***2.1***  ***Terms
      of the Advances*** **.**Lender agrees, pursuant to the terms of this Agreement and subject
      to
      the satisfaction of the conditions precedent in Article 5 or
Article 6 of this Agreement (as the case may be), to make one or
      more advances to finance all or a portion of the Acquisition Purchase Price
      of
      Additional Resorts (individually, an **“** **Acquisition
      Advance** **”** and
      collectively, the **“** **Acquisition
      Advances** **”** )
      or to
      finance Pledged Intervals at a Resort other than an Additional Resort
      (individually, an **“** **Inventory
      Advance** **”** and
      collectively, the **“** **Inventory
      Advances** **”** and
      collectively with Acquisition Advances, **“** **Advance** **”** or **“** **Advances** **”** )
      to
      Borrower from time to time during the Commitment Period, subject at all times
      to
      the Borrowing Base, *provided* that




AMENDED
          AND RESTATED LOAN AND SECURITY AGREEMENT
 13




(a)  no
      Inventory Advance shall be made




(i)  following
      the occurrence of any Amortization Triggering Event, unless otherwise agreed
      to
      by Lender in its sole discretion;




(ii)  unless
      Lender has approved in its Permitted Discretion the Collateral (including all
      Pledged Intervals) proposed to secure such Inventory Advance;




(iii)  unless,
      after making such Inventory Advance, the aggregate amount of all Blue-season
      Timeshare Interests which constitute Pledged Intervals securing the Loan is
      less
      than twenty percent (20%) of all Pledged Intervals;




(iv)  unless,
      after making such Inventory Advance, the aggregate amount of all Vintage-type
      Timeshare Interests which constitute Pledged Intervals securing the Loan is
      less
      than thirty percent (30%) of all Pledged Intervals;




(v)  unless,
      after making such Inventory Advance, the aggregate amount of all Pledged
      Intervals securing the Loan located at the Resorts known as Lake O’ the Woods
      and Holly Lake Resort, collectively, is less than ten percent (10%) of all
      Pledged Intervals;




(vi)  if
      the
      Pledged Interval is located at a Resort where Borrower has received a Suspension
      of Sales Order or Sanction; and




(vii)  if
      the
      principal amount of all then outstanding Inventory Advances after giving effect
      to such Inventory Advance would exceed $30,000,000;




(b)  no
      Acquisition Advance shall be made




(i)  unless
      Lender determines in its sole discretion to make such Advance,




(ii)  unless
      Lender has performed due diligence satisfactory to Lender in its sole discretion
      with respect to the Resort to be acquired with such Acquisition Advance;




(iii)  unless
      Lender is satisfied in its sole discretion with all zoning, entitlements,
      construction plans and such other items as are reasonably required by Lender
      with respect to the Resort to be acquired with such Acquisition Advance;
      and




(iv)  if
      the
      principal amount of all then outstanding Acquisition Advances after giving
      effect to such Acquisition Advance would exceed $15,000,000;




(c)  no
      Advance shall be made


AMENDED
          AND RESTATED LOAN AND SECURITY AGREEMENT
 14




(i)  unless
      the conditions precedent, as applicable for such Advance, set forth in Sections 5 and 6 hereof,
      have been satisfied or waived in writing; or




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




(iii)  following
      delivery by Lender of a notice of the occurrence of a Default or otherwise
      as
      set forth in Sections 8.1(a) or 8.1(c) hereof,
      until such time as the applicable failure to comply or violation subject of
      such
      notice is satisfied or cured by Borrower;




(d)  on
      the
      date of the making of any Advance the aggregate original principal amount of
      all
      such Advances made hereunder shall not exceed the Borrowing Base, determined
      as
      of such date;




(e)  Lender
      shall have received a written request for the Advance in the form attached
      hereto as Exhibit E or Exhibit
      F ,
      as
      applicable, together with a completed and executed Borrowing Base Certificate
      in
      the form of Exhibit G ;




(f)  unless
      otherwise agreed to by Lender in its sole discretion, each Advance shall be
      in a
      principal amount of not less than $250,000 ( *provided* ,
      if less
      than $250,000 remains available under the Borrowing Base, the amount of the
      Advance may equal the balance of the amount under the Borrowing Base then
      remaining); and




(e)  no
      more
      than one (1) Inventory Advance and one (1) Acquisition Advance shall be made
      in
      any calendar month.




Other
      than as provided in Section 2.3 , Section 3.5 and Section 3.6 hereof,
      Borrower may not prepay the Loan.




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




The
      Loan
      is a revolving credit facility, and Borrower shall be permitted, subject to
      the
      terms of this Agreement, to reborrow amounts repaid and applied to reduce the
      Loan.




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




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




AMENDED
          AND RESTATED LOAN AND SECURITY AGREEMENT
 15




(b)  ***Evidence
      of Loans*** .
      Lender
      shall maintain true, correct and complete electronic or written records in
      which
      it will record (i) the amount of each Advance made hereunder, (ii) the amount
      of
      any principal and/or interest due and payable and/or to become due and payable
      from Borrower and payable to Lender hereunder and (iii) all amounts received
      by
      Lender hereunder from Borrower.




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




(d)  ***Monthly
      Statements*** **.** Lender
      will account to Borrower monthly with a written statement of Advances under
      the
      Loan, and any charges and payments made pursuant to this Agreement, provided , however ,
      that
      the failure of Lender to provide such written statement shall not constitute
      a
      default or breach by Agent of this Agreement or any other Loan Document and
      in
      the absence of manifest error, such accounting rendered by Lender shall be
      deemed final, binding and conclusive unless Lender is notified by Borrower
      in
      writing to the contrary within fifteen (15) calendar days of receipt of each
      accounting, which notice shall be deemed an objection only to items specifically
      objected to therein.




(e)  ***Notes*** **.** Borrower
      agrees that:




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




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




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


AMENDED
          AND RESTATED LOAN AND SECURITY AGREEMENT
 16




(f)  ***Rate
      of Interest*** .




(i)  Interest
      shall accrue on the Loan, as more particularly provided for in this clause
      (f),
      and shall be due monthly in arrears on the first day of the month following
      the
      month in respect of which such interest accrued, *provided* that all
      accrued and unpaid interest on the Maturity Date shall be due on the Maturity
      Date, subject to earlier prepayment as provided herein or in any other Loan
      Document. Interest shall be applied as provided in Section
      2.3(a)(ii) of this
      Agreement. Subject to the accrual of interest on the Loan after the occurrence
      of a Default or Event of Default, as more particularly provided in this clause
      (f), the Monthly Average Weighted Loan Balance in respect of the Loan for each
      calendar month shall bear interest at a rate per annum equal to the Interest
      Rate.




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




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




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




(v)  Borrower
      and Lender intend to comply at all times with applicable usury laws. All
      agreements between Borrower and Lender, whether now existing or hereafter
      arising and whether written or oral, are hereby limited so that in no
      contingency, whether by reason of demand or acceleration of the maturity of
      the
      Note or otherwise, shall the interest contracted for, charged, received, paid
      or
      agreed to be paid to Lender exceed the maximum amount permissible under
      Applicable Law (the **“** **Maximum
      Rate** **”** ).
      Lender
      may, in determining the Maximum Rate in effect from time to time, take advantage
      of any law, rule or regulation in effect from time to time available to Lender
      which exempts Lender from any limit upon the rate of interest it may charge
      or
      grants to Lender the right to charge a higher rate of interest than that
      otherwise permitted by Applicable Law. If, from any circumstance whatsoever,
      interest would otherwise be payable to Lender in excess of the Maximum Rate,
      the
      interest payable to Lender shall be reduced to the Maximum Rate; and if from
      any
      circumstance Lender shall ever receive anything of value deemed interest by
      Applicable Law in excess of the Maximum Rate, an amount equal to any excessive
      interest shall be applied to the reduction of the principal of the Loan and
      not
      to the payment of interest, or if such excessive interest exceeds the unpaid
      balance of principal of the Loan, such excess shall be refunded to Borrower.
      All
      interest paid or agreed to be paid to Lender shall, to the extent permitted
      by
      Applicable Law, be amortized, prorated, allocated and spread throughout the
      full
      period until payment in full of the principal so that the interest on the Loan
      for such full period shall not exceed the Maximum Rate. Borrower agrees that
      in
      determining whether or not any interest payment under the Security Documents
      or
      other Loan Documents exceeds the Maximum Rate, any non-principal payment (except
      payments specifically described in the Security Documents as “interest”)
      including without limitation, late charges, shall to the maximum extent not
      prohibited by law, be an expense, fee or premium rather than interest. Lender
      hereby expressly disclaims any intent to contract for, charge or receive
      interest in an amount which exceeds the Maximum Rate. The provisions of this
      Agreement, the Note, all other Security Documents and Loan Documents are hereby
      modified to the extent necessary to conform with the limitations and provisions
      of this paragraph, and this paragraph shall govern over all other provisions
      in
      any document or agreement now or hereafter existing. This paragraph shall never
      be superseded or waived unless there is a written document executed by Lender
      and Borrower, expressly declaring the usury limitation set forth in this
      paragraph to be null and void, and no other method or language shall be
      effective to supersede or waive this paragraph.




AMENDED
          AND RESTATED LOAN AND SECURITY AGREEMENT
 17




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




(h)  ***Application
      of Payments Received after 1:00 pm*** **.** Any
      payment actually received by Lender at or before 1:00 pm, Eastern time, by
      federal funds wire transfer on any Business Day, shall be deemed to have been
      received by Lender on such day. Any payment actually received by Lender after
      1:00 pm, Eastern time, by federal funds wire transfer on any Business Day,
      shall
      be deemed to have been received on the next following Business Day. All payments
      received by Lender on a day other than a Business Day, or in a manner other
      than
      by federal funds wire transfer, shall be deemed to have been received by Lender
      on the Business Day such amounts actually become available to Lender prior
      to
      1:00 pm, Eastern time in immediately available funds.




***2.3***  ***Mandatory
      Prepayments of Loan; Voluntary Prepayments of Loan.***




(a)  ***Mandatory
      Prepayments.***




(i)  ***Sales.***




AMENDED
          AND RESTATED LOAN AND SECURITY AGREEMENT
 18




(A)  Following
      the occurrence of any Amortization Triggering Event, if elected by Lender in
      its
      sole discretion, Borrower agrees to retain one or more nationally recognized
      title insurance company or other escrow agent (the “ Escrow
      Agent ”)
      acceptable to Lender and to use its best efforts to have each Escrow Agent
      execute and deliver to Lender an escrow account acknowledgment in form and
      substance satisfactory to Lender. The escrow procedures utilized by the Escrow
      Agent, following the occurrence of any Amortization Triggering Event, shall
      be
      satisfactory to Lender.




(B)  With
      respect to each sale of a Pledged Interval, Borrower shall deliver, or cause
      to
      be delivered, to Lender the Release Fee required hereunder for such Pledged
      Interval, and following the occurrence of any Amortization Triggering Event,
      the
      Release Price required hereunder for such Pledged Interval. Following the
      occurrence of any Amortization Triggering Event, upon receipt of payment of
      the
      Release Price, Lender shall credit the Release Price payment as provided in Section
      2.3(a)(ii) hereof.




(C)  Lender
      reserves the right to adjust and re-calculate the Release Price (i) in the
      event
      of a reduction in the number of Pledged Intervals then remaining, (ii) if the
      purchase price under any Contract is less than ninety percent (90%) of the
      Retail Value set forth in Schedule 4 for such
      Timeshare Interest constituting a Pledged Interval, or (iii) if Lender
      determines in its sole discretion that sales of the remaining Pledged Intervals
      are insufficient to enable all Obligations arising under this Agreement and
      the
      other Loan Documents to be repaid in full on or before Borrower’s sale of
      seventy-five percent (75%) of the aggregate number of all Pledged
      Intervals.




(D)  Following
      the occurrence of any Amortization Triggering Event, Borrower shall, or if
      applicable, shall instruct the Escrow Agent, to deliver the applicable Release
      Price in respect of each Pledged Interval sold, to be sold or otherwise
      requested by Borrower to be released from the Liens created by this Agreement
      and the other Security Documents, received by the Escrow Agent on or before
      the
      proposed date by Borrower for releasing the Lien encumbering such Pledged
      Interval, directly to Lender upon receipt by Borrower or the Escrow Agent,
      as
      applicable. Borrower acknowledges, and, as applicable, shall instruct the Escrow
      Agent that Lender shall not authorize the recording of any partial release
      of
      its Lien related to a sold Pledged Interval prior to Lender’s receipt of the
      Release Fee and, following the occurrence of an Amortization Triggering Event,
      the Release Price.




(E)  Following
      the occurrence and during the continuance of an Event of Default, unless
      otherwise agreed to by Lender, Lender shall not be obligated to release its
      Lien
      on any Collateral.




(ii)  ***Application
      of Proceeds*** .
      Following the occurrence of any Amortization Triggering Event, all payments
      delivered to Lender under this Section 2.3 in good,
      collected funds in legal tender of the United States of America shall be applied
      to the Obligations by Lender as follows:




AMENDED
          AND RESTATED LOAN AND SECURITY AGREEMENT
 19




*first* ,
      towards
      the payment of fees, costs and expenses as set forth in Section 10.2 of this
      Agreement,




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




*third* ,
      to the
      payment of the Loan, and




*fourth* ,
      towards
      the payment of all other Obligations.




Interest
      which accrues on the Loan in respect of any month shall be due and payable
      on,
      and shall be paid by Borrower no later than, the first day of the following
      calendar month. To the extent that any interest due and payable as of the first
      day of any month shall not have been previously paid in full by the application
      of the proceeds of the cash down payments, cash payments, loan proceeds and
      sales proceeds, as set forth above or by the application of any Release Prices
      or excess Borrowing Base payments made during such month, as set forth in Section 2.3(d) and (e) hereof,
      respectively, Borrower shall immediately pay such shortfall.




(iii)  ***Suspension
      of Sales*** .
      If
      Borrower receives any Suspension of Sales Order or Sanction related to Pledged
      Intervals located at any Resort which remains outstanding for more than thirty
      (30) days from the date of its entry, Borrower shall either (a) provided no
      Event of Default or Amortization Triggering Event has occurred, pledge to Lender
      unencumbered and unsold Timeshare Interests which shall constitute Pledged
      Intervals (which comply with all requirements set forth in Section
      2.1 and Article
      VI hereof)
      sufficient to maintain the Borrowing Base, or (b) promptly pay to Lender an
      amount equal to all Advances made to Borrower secured by the Pledged Intervals
      located at such Resort, unless such Suspension of Sales Order or Sanction has
      been discharged in full or stayed by appeal, bond or otherwise.




(iv)  ***Acquisition
      Advances*** .
      With
      respect to each Acquisition Advance, upon the sooner of (a) the date that is
      eighteen (18) months after the date of such Acquisition Advance, (b) the date
      upon which Borrower closes the sale of any Timeshare Interest at the related
      Additional Resort or (c) the end of the Commitment Period, Borrower shall repay
      the principal attributable to such Acquisition Advance either (y) through a
      refinance of all Acquisition Advances related to such Additional Resort with
      proceeds of Inventory Advances, with any shortfall to be paid directly by
      Borrower, upon which such Additional Resort shall be added to Schedule
      5 hereof
      and shall no longer be considered an Additional Resort, or (z) on the first
      day
      of each month commencing with the month immediately following such date, in
      equal installments, each in an amount equal to the amount of the principal
      related to such Acquisition Advance divided by the number of months then
      remaining until the Maturity Date.


AMENDED
          AND RESTATED LOAN AND SECURITY AGREEMENT
 20




(b)  ***Prepayments
      Unconditional*** .
      Notwithstanding any other term or provision contained in this Agreement,
      Borrower’s payment obligations are absolute and unconditional without any right
      of rescission, setoff, counterclaim or defense for any reason.




(c)  ***Limited
      Voluntary Prepayments*** .
      Borrower may prepay the Loan in whole and terminate this Agreement prior to
      the
      Maturity Date; *provided* , *however* ,
      that
      any such prepayment in full other than through the payments of Release Prices,
      or any termination of this Agreement, (a) made prior to April 29, 2010, shall
      be
      subject to a prepayment premium in an amount equal to $450,000, and (b) made
      thereafter shall be subject to no prepayment premium; *further
      provided* ,
      that,
      prior to April 29, 2010, so long as such prepayment is not made with the
      proceeds of a financing provided to Borrower by any other lender or financial
      institution (other than a securitization or through a bond offering), Borrower
      may prepay the Loan in part so long as the Loan has not been paid in full and
      this Agreement has not been terminated, and any such prepayment shall be subject
      to no prepayment premium; *and*  *further
      provided* ,
      that
      any such prepayment of the Loan described in the immediately preceding clause
      shall not cause the outstanding principal amount of the Loan to be less than
      $5,000,000 after giving effect to such prepayment unless, notwithstanding
      anything to the contrary in the immediately preceding clause, such prepayment
      is
      a prepayment of the Loan in full and a termination of this Agreement (and in
      which case such prepayment, notwithstanding anything herein to the contrary,
      shall be subject to the prepayment premium described above). Any prepayments
      in
      full other than through the payments of Release Prices or any termination of
      this Agreement hereunder shall be made only after forty-five (45) days prior
      written notice from Borrower to Lender.




(d)  ***Release
      Payments.*** Payments
      of Release Prices shall be applied by Lender when received in good, collected
      funds as set forth in Section
      2.3(a)(ii) hereof.
      To the extent that Borrower delivers, or causes to be delivered, all cash down
      payments, deposits, cash payments, loan proceeds and sales proceeds in respect
      of the sale of any Pledged Interval, as provided for under this Section 2.3 ,
      and
      such funds are at least equal to any applicable Release Price for such Pledged
      Interval, such payments and proceeds shall be deemed to have satisfied the
      Release Price in respect of such Pledged Interval in an amount of, and to the
      extent that, such moneys are actually applied under Section
      2.3(a)(ii) .
      No
      Release Price shall be payable prior to the occurrence of an Amortization
      Triggering Event.




(e)  ***Borrowing
      Base.*** If on
      any date the aggregate original principal amount of all Advances shall exceed
      the Borrowing Base, determined as of such date, Borrower shall either (i)
      immediately pay the amount of such excess to Lender together with interest
      accrued thereon to (but not including) the date of such payment and such amounts
      shall be applied by Lender when received in good, collected funds as set forth
      in clauses second and third of Section
      2.3(a)(ii) hereof
      or (ii) if applicable, provided no Event of Default or Amortization Triggering
      Event has occurred, pledge to Lender (A) unencumbered and unsold Timeshare
      Interests which shall constitute Pledged Intervals (which comply with all
      requirements set forth in Section
      2.1 and Article
      VI hereof)
      or (B) Additional Resorts, as applicable, sufficient to cure such Borrowing
      Base
      deficiency within fifteen (15) Business Days; provided , however that,
      unless otherwise agreed to by Lender, Borrower shall not be permitted to pledge
      additional unsold Timeshare Interests or Additional Properties to cure such
      Borrowing Base deficiency more than once each calendar quarter. If (i) the
      outstanding principal amount of Inventory Advances hereunder shall exceed
      $30,000,000 or (ii) the outstanding principal amount of Acquisition Advances
      hereunder shall exceed $15,000,000, Borrower shall immediately pay the amount
      of
      such excess to Lender together with interest accrued thereon to (but not
      including) the date of such payment and such amounts shall be applied by Lender
      when received in good, collected funds as set forth in clauses second and third
      of Section
      2.3(a)(ii) hereof.


AMENDED
          AND RESTATED LOAN AND SECURITY AGREEMENT
 21




(f)  ***Mandatory
      Condemnation Payments*** **.** Upon the
      delivery of any Condemnation Compensation to Borrower, any Owner’s Association
      and/or any Purchaser, if such Condemnation Compensation is not required to
      be
      used to repair, replace or improve the Pledged Intervals or the Resort in
      accordance with the terms of this Agreement, the applicable Declaration or
      Applicable Law, Borrower shall immediately repay the Loan in an amount equal
      to
      the amount of such Condemnation Compensation delivered to Borrower, any Owner’s
      Association and/or such Purchaser(s). Such repayments shall be applied in the
      manner set forth in Section
      2.3(a)(ii) hereof.




***2.4***  ***Participating
      Lender*** **.** Lender
      shall have the right, without prior notice to Borrower or the approval of
      Borrower, to designate one or more Participating Lenders and to grant to such
      Participating Lenders participations in the Loan, on terms and conditions
      satisfactory to Lender. Such Participating Lenders shall communicate and deal
      only with Lender in respect to such Participating Lenders’ interests in the
      Loan, the Collateral and enforcement of remedies with respect to the Collateral
      and Borrower shall communicate and deal hereunder only with Lender and not
      with
      any Participating Lender. Borrower shall not be liable hereunder to make any
      payment to any Participating Lender; all of Borrower’s Obligations hereunder
      shall run directly to Lender. Nothing in this Agreement shall restrict or limit
      any Participating Lender from assigning all or any part of the participations
      acquired by it in the Loan from Lender or from Lender replacing or causing
      the
      replacement of one or more Participating Lenders. Unless Lender provides thirty
      (30) days prior written notice to Borrower to the contrary, no Participating
      Lender shall have the right to consent to any request of Borrower made pursuant
      to this Agreement or any Loan Document, and Borrower shall be entitled to make
      any such consent requests solely to Lender.




***2.5***  **Fe****e****s** **.** (a) ***Commitment
      Fee*.** Borrower
      agrees to pay to Lender a non-refundable commitment fee of $150,000 on the
      Closing Date.




(b) ***Unused
      Line Fee*** . Monthly in
      arrears on the first Business Day of each calendar month until the end of the
      Commitment Period, Borrower agrees to pay to Lender the Unused Line Fee;
      provided, however, that the Unused Line Fee shall be waived in the event the
      average outstanding principal balance of the Loan is in excess of $15,000,000
      during such period of determination.




(c)  ***Release
      Fee*** .  Borrower
      shall pay to Lender an administrative release fee equal to $10 (the
“ **Release
      Fee** ”)
      for
      each Pledged Interval sold or otherwise released. Such Release Fee shall be
      due
      and payable to Lender whether or not a Release Price is due and payable to
      Lender and whether or not all Obligations have been paid in full.




(d)  ***Extension
      Fee*** .
      Borrower shall pay to Lender a non-refundable extension fee of $150,000 on
      the
      Closing Date.




AMENDED
          AND RESTATED LOAN AND SECURITY AGREEMENT
 22




***2.6***  ***Computation
      of Fees; Lawful Limits*** **.**
      All fees hereunder shall be computed on the basis of a year of 360 days and
      for
      the actual number of days elapsed in each calculation period, as applicable.
      In
      no contingency or event whatsoever, whether by reason of acceleration or
      otherwise, shall the interest and other charges paid or agreed to be paid to
      Lender for the use, forbearance or detention of money hereunder exceed the
      maximum rate permissible under Applicable Law which a court of competent
      jurisdiction shall, in a final determination, deem applicable hereto. If, due
      to
      any circumstance whatsoever, fulfillment of any provision hereof, at the time
      performance of such provision shall be due, shall exceed any such limit, then,
      the obligation to be so fulfilled shall be reduced to such lawful limit, and,
      if
      Lender shall have received interest or any other charges of any kind which
      might
      be deemed to be interest under Applicable Law in excess of the maximum lawful
      rate, then such excess shall be applied first to any unpaid fees and charges
      hereunder, then to unpaid principal balance owed by Borrower hereunder, and
      if
      the then remaining excess interest is greater than the previously unpaid
      principal balance, Lender shall promptly refund such excess amount to Borrower
      and the provisions hereof shall be deemed amended to provide for such
      permissible rate. The terms and provisions of this Section 2.6 shall
      control to the extent any other provision of any Loan Document is inconsistent
      herewith.




***2.7***  ***Late
      Fee.*** **** Notwithstanding
      any other provision of any Loan Document, if any payment, interest, Obligation,
      fee, charge or other amount due under any Loan Document is not received by
      Lender within one (1) Business Day of its due date (other than a final payment
      due at maturity or upon acceleration of the Obligations), then Borrower shall
      pay to Lender a late charge equal to 5.0% of the amount not timely made or
      paid.




***2.8***  ***Taxes
      and Other Charges.*** ****** All
      payments and reimbursements to Lender made under this Agreement or any Loan
      Document shall be free and clear of and without deduction for all taxes, levies,
      imposts, deductions, assessments, charges or withholdings, and all liabilities
      with respect thereto of any nature whatsoever (“ **Taxes** ”),
      excluding taxes to the extent imposed on Lender’s net income. If Borrower shall
      be required by law to deduct any such amounts from or in respect of any sum
      payable under this Agreement or any Loan Document to Lender, then the sum
      payable to Lender shall be increased as may be necessary so that, after making
      all required deductions, Lender receives an amount equal to the sum it would
      have received had no such deductions been made. Notwithstanding any other
      provision of this Agreement or any Loan Document, if at any time after the
      Closing or the making of any Advance (a) any change in any existing law,
      regulation, treaty or directive or in the interpretation or application thereof,
      (b) any new law, regulation, treaty or directive enacted or any interpretation
      or application thereof, or (c) compliance by Lender with any Applicable
      Law: (i) subjects Lender to any tax, levy, impost, deduction, assessment, charge
      or withholding of any kind whatsoever with respect to this Agreement or any
      Loan
      Document, or changes the basis of taxation of payments to Lender of any amount
      payable thereunder (except for net income taxes, or franchise taxes imposed
      in
      lieu of net income taxes, imposed generally by federal, state or local taxing
      authorities with respect to interest or commitment fees or other fees payable
      hereunder or changes in the rate of tax on the overall net income of Lender),
      or
      (ii) imposes on Lender any other condition or increased cost in connection
      with
      the transactions contemplated thereby or participations therein; and the result
      of any of the foregoing is to increase the cost to Lender of making or
      continuing or maintaining any Loan hereunder or to reduce any amount receivable
      hereunder, then, in any such case, Borrower shall promptly pay to Lender any
      additional amounts necessary to compensate Lender, on an after-tax basis, for
      such additional cost or reduced amount as determined by Lender. If Lender
      becomes entitled to claim any additional amounts pursuant to this Section 2.8 it shall
      promptly notify, in reasonable detail, Borrower of the event by reason of which
      Lender has become so entitled, and each such notice of additional amounts
      payable pursuant to this Section 2.8 submitted by Lender to Borrower shall, absent manifest error, be final,
      conclusive and binding for all purposes. Notwithstanding the foregoing, in
      the
      event Lender requests Borrower pay the amounts required pursuant to this Section
      2.8 ,
      Borrower shall have the right following ninety (90) Business Days of Borrower’s
      receipt of such request, to prepay the Loan in whole, but not in part, and
      terminate this Agreement without paying any prepayment premium described in Section
      2.3(c) hereof;
      provided Borrower shall pay to Lender within thirty (30) Business Days of
      Borrower’s receipt of such request all such amounts required pursuant to this Section
      2.8 for the
      period of time prior to Borrower prepaying the Loan in full and terminating
      this
      Agreement.




AMENDED
          AND RESTATED LOAN AND SECURITY AGREEMENT
 23






**3.**
            **COLLATERAL**




***3.1***  ***Security*** ***.*** For the
      purpose of securing the prompt and complete payment and performance by Borrower
      of all of the Obligations, Borrower does unconditionally and irrevocably hereby
      grant to Lender a first priority security interest in, and a Lien upon, the
      following assets of Borrower, whether now owned or hereafter acquired (such
      assets being herein referred to as the **“** **Collateral** **”** ):




(a)  all
      other
      accounts, contract rights, general intangibles, documents, instruments, chattel
      paper, inventory, equipment and proceeds of Borrower related solely to the
      Additional Resorts and Pledged Intervals and not other Timeshare Interests
      or
      Timeshare Units;




(b)  all
      Books
      and Records;




(c)  all
      of
      Borrower’s right, title and interest of whatever character (whether as owner,
      vendor, mortgagee, chattel lessee, Declarant, Timeshare Unit owner, Timeshare
      Interest owner or otherwise, whether vested or contingent and whether now owned
      or hereafter acquired) in and to the Pledged Intervals and the Additional
      Resorts;




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




AMENDED
          AND RESTATED LOAN AND SECURITY AGREEMENT
 24




(e)  all
      of
      Borrower’s right, title and interest in, to and under (including, without
      limitation, all revenues, proceeds, rents and other benefits derived from)
      any
      franchises, permits, trade names, trademarks (and goodwill associated
      therewith), approvals, leasehold interests (whether as lessor or lessee or
      sublessor or sublessee), management contracts, marketing contracts, maintenance
      contracts, utility contracts, security contracts, other servicing contracts,
      licensing contracts or other similar contracts, and all guaranties of any of
      the
      foregoing or any other guaranties issued to Lender for the direct or indirect
      benefit of Borrower relating, in each case, to the Additional Resorts;




(f)  all
      of
      Borrower’s right, title and interest of whatever character (whether as owner,
      vendor, mortgagee, chattel lessee, Declarant, Unit owner, Timeshare Unit owner,
      Timeshare Interest owner or otherwise, whether vested or contingent and whether
      now owned or hereafter acquired) in and to (i) the Additional Resorts,
      including, without limitation, all Timeshare Interests (now existing or
      hereafter created) (whether sold or unsold), (ii) all building materials,
      supplies and other Property now or hereafter stored at or delivered to an
      Additional Resort or any other location for installation in or on an Additional
      Resort, (iii) any and all plans, specifications, drawings, books, records,
      marketing materials and similar items now or hereafter relating to an Additional
      Resort, the operation and use thereof, any rights of Borrower thereto or any
      interest therein, (iv) any construction contract and the architect and
      engineering contracts entered into or to be entered into by Borrower in
      connection with the construction and development of an Additional Resort and
      (v) any payment, performance or other surety bonds obtained by any
      contractor or subcontractor in connection with the development and construction
      of an Additional Resort;




(g)  all
      other
“Mortgaged Property,” as such term is defined in each Mortgage and all options
      that Borrower may obtain; and




(h)  all
      proceeds arising from the rent or sale of unsold (i) Pledged Intervals or (ii)
      fee simple ownership interests of Borrower in an Additional Resort;




whether
      such Collateral shall be presently in existence or whether it shall be acquired
      or created by Borrower at any time hereafter, wherever located, together with
      the products and proceeds thereof, and any replacements, additions and/or
      accessions thereto and substitutions thereof and after-acquired
      property.




Borrower
      consents and agrees that Lender shall be under no obligation to marshal any
      assets (including, without limitation, any pledged membership interests or
      any
      life insurance proceeds) in favor of Borrower, or against or in payment of
      any
      or all of the Obligations.




AMENDED
          AND RESTATED LOAN AND SECURITY AGREEMENT
 25







***3.2***  ***Undertakings
      Regarding Collateral.***




(a)  ***Maintenance
      of Perfection.*** Lender
      shall not be required to take any steps to perfect or maintain the perfection
      of
      its first priority security interest in the Collateral and no loss of, or damage
      to, the Collateral shall release Borrower from any of the
      Obligations.




(b)  ***No
      Assumption of Obligations.*** The
      execution and delivery of this Agreement, and the granting of the Liens in
      and
      to the Collateral, shall not subject Lender to, or transfer or pass to Lender
      or
      in any way affect or modify, the liability of Borrower under any or all of
      the
      Contracts, the Property-Related Contracts or in connection with any Resort,
      any
      Declaration or any Owner’s Association’s Articles of Incorporation or By-Laws,
      it being understood and agreed that notwithstanding this Agreement, and the
      granting of the Liens in and to the Collateral, all of the obligations of
      Borrower (whether as owner, chattel lessee, vendor, mortgagee, Declarant,
      Timeshare Unit owner, Timeshare Interest owner or otherwise) to each and every
      other party under each and every one of the Contracts and the Property-Related
      Contracts and/or in connection with any Resort or any Declaration, the Articles
      of Incorporation and By-Laws of any Owner’s Association shall be and remain
      enforceable by such other party, its successors and assigns, only against
      Borrower or Persons other than Lender, and Lender has not assumed any of the
      obligations or duties of Borrower under or with respect to any of the Contracts,
      or the Property-Related Contracts or otherwise in connection with any
      Declaration or the Articles of Incorporation and By-Laws of any Owner’s
      Association.




(c)  ***No
      Obligation to Take Action.*** Borrower
      hereby agrees and acknowledges that neither the acceptance of this Agreement
      or
      any other Security Document by Lender nor the exercise of, or failure to
      exercise, any right, power or remedy in this Agreement or in any other Security
      Document conferred upon Lender shall be deemed or construed to obligate Lender
      to pay any sum of money, take any other action or incur any liability in
      connection with, or collect or realize upon, any of the Contracts or any other
      Collateral. It is further agreed and understood by Borrower that Lender shall
      not be liable in any way for any cost, expense or liability connected with,
      or
      any charge or liability arising from, any of the Contracts, any of the contracts
      of purchase in respect of the Timeshare Units, any of the Property-Related
      Contracts or any other Collateral.




(d)  ***Indemnification.*** Borrower
      hereby agrees to indemnify Lender, and hold it harmless, from any and all
      liability, loss or damage which it may or might incur by reason of any and
      all
      claims and demands whatsoever which may be asserted against Lender arising
      out
      of, as a result of, or otherwise connected with, the Liens hereby granted to
      Lender by Borrower under or in respect of any of the Contracts or any other
      Collateral by reason of (i) the failure by Borrower to perform any obligations
      or undertakings required to be performed by Borrower under or in connection
      with
      any of such Contracts, the Property-Related Contracts or any other Collateral,
      (ii) any failure by Borrower, in connection with any of such Contracts, the
      Property-Related Contracts or any other Collateral, to comply with any
      applicable federal, state or local consumer credit, sale rescission or usury
      statute, including, without limitation, any such statute of any state in which
      a
      Purchaser may reside, the Consumer Credit Protection Act, as amended, the
      Federal Trade Commission Act, as amended, the consumer credit laws and
      subdivision laws of each Applicable State, as amended, and all rules and
      regulations promulgated under the foregoing statutes, acts and codes, the
      Interstate Land Sales Full Disclosure Act, and the rules and regulations
      promulgated thereunder, and (iii) failure by Borrower to comply with any
      applicable federal, state or local statutes, ordinances or declarations and
      the
      restrictions, rules and regulations promulgated thereunder or contained therein
      pertaining to the use or operation of any Pledged Interval or any Resort
      (including, without limitation, the statutes, ordinances, declarations,
      restrictions, rules and regulations of any Applicable State or its agencies
      or
      municipalities), or to otherwise discharge its duties and obligations under
      Applicable Law, under each Declaration or any Owner’s Association’s Articles of
      Incorporation or By-Laws as Declarant, unless such claims or demands were
      directly a result of Lender’s gross negligence or willful
      misconduct.




AMENDED
          AND RESTATED LOAN AND SECURITY AGREEMENT
 26




**3.3Financing
      Statements.**  Borrower
      hereby authorizes Lender to file any financing statements on Borrower’s behalf
      required by the Uniform Commercial Code together with any and all other
      instruments or documents and take such other action, as may be necessary to
      perfect, and to continue the perfection of, Lender’s security interest and Liens
      in the Collateral. The parties agree that a legible carbon, photographic or
      other reproduction of this Agreement or of a financing statement shall be
      sufficient as a financing statement.




**3.4Location
      of Collateral; Books and Records.**  All
      Books
      and Records are to remain, at all times, on the premises of Borrower either
      at
      1221 River Bend Drive, Dallas, Texas 75247 or at any Resort, and Borrower
      represents and warrants to Lender that all of the currently existing Books
      and
      Records is now located there, and Borrower will not transfer the Books and
      Records from such premises to other locations without the prior written approval
      of Lender. Borrower shall, upon receipt of a written request therefor from
      Lender after the occurrence of an Event of Default, deliver to Lender then
      current copies of all computer tapes, disks, software and micro-fiche records
      constituting, in whole or in part, the Books and Records.




*3.5Insurance
      of Collateral.*




(a)  ***Maintenance
      of Insurance.***




(i)  Borrower
      agrees to maintain or cause to be maintained or, as provided under the
      applicable Declaration, cause the applicable Owner’s Association to maintain,
      insurance (with financially sound and reputable insurers) with respect
      to




(1)  all
      Pledged Intervals and each Resort (including each Additional
      Resort),




(2)  the
      personal property located at each Resort, including each Additional Resort
      (including, without limitation, the Resort Facilities and other furniture,
      fixtures and furnishings thereof),




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




(4)  the
      Books
      and Records and other valuable papers, against casualties, contingencies,
      hazards and such other risks (including, without limitation, (A) fire,
      hurricane, tornado, wind damage, and such other risks insured against by a
      standard all-risk property and fire insurance policy and endorsement for
      extended coverage, and (B) earthquake and flood insurance, if applicable and
      required by Lender); *provided* , *however* ,
      that
      such casualty insurance shall (aa) in no case be in an amount less than an
      amount sufficient to rebuild the applicable Resort or the portions thereof
      which
      shall have suffered the loss and replace any of the personal property located
      therein, (bb) be sufficient to avoid any co-insurance requirements in respect
      of
      Borrower and/or any Owner’s Association, and (cc) be sufficient to provide
      funds to fully compensate Borrower or owners of Timeshare Interests for any
      inability to utilize any units during any period following a loss (e.g., rent
      loss or business interruption insurance). With respect to such insurance,
      Borrower shall deliver or cause to be delivered, or cause the applicable Owner’s
      Association to deliver (to the extent permitted by Applicable Law and the
      applicable Declaration), certificates of insurance to Lender, with satisfactory
      lender’s loss payable endorsements naming Lender as loss payee to the extent of
      its interest and as such interest may appear on the date of the initial advance
      hereunder. Each policy of such insurance or endorsement with respect thereto
      shall contain a clause requiring the insurer to give not less than 30 days’
prior written notice to Lender in the event of cancellation of the policy for
      any reason whatsoever and a clause that the interest of Lender shall not be
      impaired or invalidated by any act or neglect of Borrower or other owner of
      the
      Collateral nor by the occupation of the premises for purposes more hazardous
      than are permitted by said policy. If Borrower shall fail to provide and pay
      for
      such insurance, or have the same provided and paid for, Lender may, at
      Borrower’s expense, procure the same, but shall not be required to do
      so.




AMENDED
          AND RESTATED LOAN AND SECURITY AGREEMENT
 27




(ii)  Borrower
      shall maintain or cause to be maintained insurance with financially sound and
      reputable insurers with respect to each Resort and its business (including,
      without limitation, the Collateral) covering any public liability of Borrower,
      its officers, agents or employees (including, without limitation, damage by
      Borrower or its officers, agents or employees to the Resort of other Persons,
      any bodily injury caused by Borrower or its officers, agents or employees to
      any
      other Person, or any negligent act or other similar liability of Borrower or
      its
      officers, agents or employees) and in such amounts as are satisfactory to Lender
      and to which Borrower has agreed; Lender shall be named as an additional insured
      thereon. Borrower shall, as provided in each Declaration, cause the applicable
      Owner’s Association to maintain insurance with financially sound and reputable
      insurers with respect to each Resort covering any public liability of such
      Owner’s Association or its officers, agents or employees to each Resort of other
      Persons, any bodily injury caused by such Owner’s Association or its officers,
      agents or employees to any other Person, or any negligent act or other similar
      liability of each Owner’s Association or its officers, agents or employees and
      in such amounts as are provided for in each Declaration.




(iii)  Borrower
      shall, prior to renewal, submit, or so long as Borrower is in control of an
      Owner’s Association, cause such Owner’s Association to submit, and thereafter
      shall use its best efforts to cause each Owner’s Association to submit, to
      Lender insurance certificates showing the type and amounts of insurance coverage
      maintained in respect of each Resort. Borrower shall, to the extent permitted
      by
      Applicable Law and the applicable Declaration, cause all casualty policies
      of
      insurance provided under the each applicable Declaration to have mortgagee
      endorsements in respect of Lender’s interests in and to the Pledged Intervals
      that are the subject of any Mortgage or any Timeshare Mortgage in which Lender
      may have a security interest and Lien hereunder or under the Receivables Loan
      Documentation.




AMENDED
          AND RESTATED LOAN AND SECURITY AGREEMENT
 28




(iv)  Borrower
      shall pay, or cause each of the Silverleaf Club and the Orlando Breeze Resort
      Club to pay, all premiums on the aforesaid insurance policies and all other
      fees
      and charges payable in connection with such insurance policies (such premiums,
      fees and charges being collectively referred to herein as **“** **Insurance
      Premiums** **”** )
      not
      later than the due date thereof. If Borrower shall fail to pay, or cause each
      of
      Silverleaf Club and the Orlando Breeze Resort Club to pay, any such Insurance
      Premiums, Lender may (but shall not be obligated to), at Borrower’s expense, pay
      the same. Any such payment shall be subject to Section 3.11 and Section 3.12 hereof.




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




(vi)  Anything
      contained in this Section 3.5(a) to the
      contrary notwithstanding, any of the undertakings of Borrower in this Section 3.5(a) in
      respect of insuring each Resort or in respect of causing each Owner’s
      Association to perform any undertaking under this Section 3.5(a) shall be
      subject to any Applicable Laws and the applicable Declaration.




(b)  ***Insurance
      Proceeds.***




(i)  Subject
      to Applicable Law and the provisions of each Declaration, as applicable, and
      any
      limitations thereunder, any proceeds of insurance in respect of the Pledged
      Intervals received by any Owner’s Association or any manager retained by it and
      then further paid by the applicable Owner’s Association or such manager to
      Borrower (whether as Declarant or otherwise), as provided for in the applicable
      Declaration, shall be promptly paid and/or turned over by Borrower to Lender
      as
      proceeds of the Collateral and, subject to Section 3.5(c) hereof,
      applied to the prepayment of the Loan as provided in Section
      2.3(a)(ii) hereof.




(ii)  Without
      limiting the immediately preceding paragraph, any proceeds of insurance in
      respect of any Pledged Interval received by Borrower at a time during which
      the
      insurance provisions of the applicable Declaration shall not be in effect as
      to
      any Pledged Interval shall be treated as provided in Section 3.5(c) of this
      Agreement.




AMENDED
          AND RESTATED LOAN AND SECURITY AGREEMENT
 29




(c)  ***Miscellaneous
      Application of Insurance Proceeds.*** In
      connection with, and pursuant to, Section 3.5(b)(ii) hereof,
      Lender and Borrower agree to the following:




(i)  Following
      the occurrence of any Default or Event of Default (provided that if such Default
      or Event of Default is cured by Borrower, then clause (ii) below and not this
      clause (i) shall thereafter apply), and subject to Applicable Law and the
      provisions of each Declaration, Lender may direct the proceeds from any such
      policies to be received and collected by Lender, Borrower, the Silverleaf Club
      or Orlando Breeze Resort Club, as applicable, or another third party acceptable
      to Lender. Following the occurrence of any Default or Event of Default, each
      insurance company is hereby authorized and directed to make payment for all
      such
      losses directly to Lender, Borrower, the Silverleaf Club or Orlando Breeze
      Resort Club, as applicable, or such other third party as directed by Lender.
      Following the occurrence of any Default or Event of Default (provided that
      if
      such Default or Event of Default is cured by Borrower, then clause (ii) below
      and not this clause (i) shall thereafter apply), and subject to Applicable
      Law
      and the provisions of each Declaration and any limitations thereunder, and
      provided Lender is entitled to receive such insurance proceeds pursuant to
      the
      applicable Declaration, after deducting from said insurance proceeds all of
      its
      expenses incurred in the collection and administration of such sums, including
      attorneys’ fees, Lender may apply the net proceeds or any part thereof, at its
      option (i) to payment of the Obligations, whether or not due, as provided in Section 2.3(a)(ii) hereof,
      (ii) to the repair and/or restoration of the Pledged Intervals, or (iii) for
      any
      other purposes or objects for which Lender is entitled to advance funds under
      this Agreement or any of the other Security Documents; all without affecting
      the
      Liens and security interests of this Agreement and the other Security Documents.
      Lender shall not be held responsible for any failure to collect any insurance
      proceeds due under the terms of any policy regardless of the cause of such
      failure.




(ii)  Subject
      to each Declaration and Applicable Law, prior to the occurrence of any Default
      or Event of Default and if Borrower gives Lender notice of any casualty as
      provided in clause (d) below, Borrower or the Silverleaf Club or Orlando Breeze
      Resort Club, as applicable, shall have the right to adjust and compromise losses
      under insurance policies and to collect and receive insurance proceeds and
      shall
      apply such insurance proceeds with respect to such losses solely and exclusively
      to the repair and restoration of the Pledged Intervals (and the affected Resort,
      as applicable) or, if consented to by Lender, to the payment of the Obligations
      as Borrower deems appropriate in its reasonable discretion. With respect to
      any
      such casualty loss, Borrower shall have the right to use any insurance proceeds
      received on account of such loss to the repair and restoration of the Pledged
      Intervals (and the affected Resort, as applicable).




(d)  ***Borrower
      Undertakings.*** In the
      event of any casualty or loss in respect of any Pledged Intervals or any Resort
      (including, without limitation, any of the Collateral) that exceeds $250,000
      in
      damages, Borrower shall immediately notify Lender of the same.




(e)  ***Other
      Lenders.*** To
      the
      extent any other timeshare receivable or timeshare inventory lender of Borrower
      and its Affiliates has any rights to approve the form of insurance policies
      with
      respect to any Resort, the amounts of coverage thereunder, the insurers under
      such policies, or the designation of an attorney in fact for purposes of dealing
      with damage to any part of any Resort or insurance claims or matters related
      thereto, or any successor to such attorney in fact, or any changes with respect
      to any of the foregoing, Borrower shall take all steps as may be necessary
      (and,
      after turnover, if any, of control of a Resort to any Owner’s Association,
      Borrower shall use its best efforts) to ensure that Lender shall at all times
      have a co-equal right, with such other lender (including, without limitation,
      Borrower or any third-party lender), to approve all such matters and any
      proposed changes in respect thereof; and Borrower shall not cause or permit
      any
      changes with respect to any insurance policies, insurers, coverage, attorney
      in
      fact, or insurance trustee, if any, without Lender’s prior written
      approval.




AMENDED
          AND RESTATED LOAN AND SECURITY AGREEMENT
 30




***3.6***  ***Condemnation.***




(a)  ***Condemnation
      Compensation.***




(i)  Subject
      to Applicable Law and to the provisions of each Declaration, any compensation,
      awards, damages, claims, rights of action, proceeds, payment and other relief
      (collectively, **“** **Condemnation
      Compensation** **”** )
      of, or
      on account of, any damage or taking of all or any part of any Pledged Intervals
      in connection with any condemnation proceedings or any exercise of the power
      of
      eminent domain (or any conveyance in lieu of or under threat of any such
      taking), including, without limitation, any such Condemnation Compensation
      for
      change of grade of streets or any other injury to or decrease in the value
      of
      all or any part of any Pledged Intervals or Additional Resort, payable to any
      Owner’s Association or any manager retained by it and paid further by any
      Owner’s Association or such manager to Borrower (whether as Declarant or
      otherwise), unless otherwise provided for in the applicable Declaration, shall
      be promptly paid and/or turned over to Lender as proceeds of the Collateral
      or
      otherwise and, applied to the prepayment of the Loan, as provided in Section
      2.3(a)(ii) hereof.




(ii)  Subject
      to Applicable Law and to the provisions of the applicable Declaration, Lender
      shall be entitled to receive all Condemnation Compensation in respect of the
      affected Pledged Intervals payable with respect to any condemnation or taking.
      The application of such Condemnation Compensation shall be as set forth below
      in
      clause (iii) below. Lender is hereby authorized, at its option, to commence,
      appear in and prosecute, in its own or in Borrower’s name, any action or
      proceeding relating to any condemnation or taking, and to settle or compromise
      any claim in connection therewith. All Condemnation Compensation in respect
      of
      any Pledged Interval or Additional Resort and the rights thereto are hereby
      assigned by Borrower to Lender.




(iii)  Subject
      to Applicable Law and to the provisions of the applicable Declaration, after
      deducting from any Condemnation Compensation in respect of the applicable
      Pledged Interval or Additional Resort, all of its expenses incurred in the
      collection and administration thereof, including attorney’s fees, Lender shall,
      if no Default or Event of Default shall then exist, or may, in its sole and
      absolute discretion if a Default or Event of Default shall then exist, make
      the
      net Condemnation Compensation available to Borrower, the Silverleaf Club or
      the
      Orlando Breeze Resort Club, as applicable, to repair and/or restore the
      Additional Resort or the Pledged Intervals and, as applicable, the affected
      Resort.




AMENDED
          AND RESTATED LOAN AND SECURITY AGREEMENT
 31




If
      Borrower fails to comply with any of the requirements set forth in the
      immediately preceding sentence or if a Default or Event of Default exists and
      Lender shall have decided not to make such net Condemnation Compensation
      available to Borrower, Lender may apply such net Condemnation Compensation
      or
      any part thereof, at its option, (A) to the payment of the Obligations, whether
      or not due, as provided in Section
      2.3(a)(ii) hereof,
      or (B) for any other purposes or objects for which Lender is entitled to advance
      funds under this Agreement, all without affecting the security interests or
      Liens of this Agreement or any of the other Security Documents. All net
      Condemnation Compensation to be disbursed by Lender pursuant to this clause
      (iii) shall be disbursed in a manner acceptable to Lender as the repair and/or
      replacement work proceeds. Lender shall not be held responsible for any failure
      to collect any condemnation regardless of the reason for such failure. Borrower
      agrees to execute such further assignment of any compensation, awards, damages,
      claims, rights of action and proceeds as Lender may require. All repair and/or
      replacement work shall be diligently prosecuted to completion by Borrower and
      shall be completed prior to the Maturity Date.




(b)  ***Borrower
      Undertakings.*** In the
      event of any condemnation or taking in respect of any Pledged Interval or any
      Resort (including, without limitation, any of the Collateral), Borrower shall
      immediately notify Lender of the same.




***3.7***  *Taxes
      Affecting Collateral.* Borrower
      shall pay or, as provided in the applicable Declaration, cause the applicable
      Owner’s Association to pay, on or before the last day when they may be paid
      without interest or penalty, all taxes, assessments, rates, dues, charges,
      fees,
      levies, excises, duties, fines, impositions, liabilities, obligations and
      encumbrances (including, without limitation, water and sewer rents and charges,
      charges for setting or repairing meters and charges for other utilities or
      services), general or special, ordinary or extraordinary, foreseen or
      unforeseen, of every kind whatsoever, now or hereafter imposed, levied or
      assessed by any public or quasi-public authority or instrumentality (including,
      without limitation, each Applicable State and its agencies, counties and
      municipalities), upon or against any of the Collateral or the use, occupancy
      or
      possession of any Resort, or upon or against this Agreement, the Note or the
      other Security Documents, the Obligations or the interest of Lender in the
      Contracts, any of the contracts of purchase in respect of the Timeshare Units
      or
      any Mortgage or any other item of Collateral (*provided* that this Section 3.7 shall
      not be construed to require Borrower to pay any income tax imposed upon the
      general income of Lender), as well as all assessments and other governmental
      or
      quasi-governmental charges imposed, levied or assessed in respect of any
      Collateral, and any and all interest, costs and penalties on or with respect
      to
      any of the foregoing (collectively, the **“** **Impositions** **”** ).
      Upon
      request by Lender, Borrower shall deliver, or cause the applicable Owner’s
      Association to deliver, to Lender receipts or other satisfactory proof of
      payment of any Impositions.




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




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




AMENDED
          AND RESTATED LOAN AND SECURITY AGREEMENT
 32




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




Borrower
      shall have the right, at its sole expense, to contest the validity of any such
      Impositions (other than ad valorum taxes addressed below) by appropriate
      proceedings diligently and continuously conducted in good faith to final
      determination, in which event Borrower shall not be required to pay or, as
      provided in the applicable Declaration, cause the applicable Owner’s Association
      to pay, any such Impositions (other than ad valorum taxes addressed below)
      in
      accordance with this section if, and only so long as:




(a)  no
      final
      judicial determination in respect of any foreclosure or other enforcement
      proceeding in respect of such Impositions (other than ad valorum taxes addressed
      below) shall have been rendered and no nonjudicial foreclosure proceeding or
      sale in respect of such Impositions (other than ad valorum taxes addressed
      below) shall have been commenced;




(b)  no
      claim
      for liability of any kind shall have been asserted against the Lender in
      connection with such Impositions (other than ad valorum taxes addressed below);
      and




(c)  if
      such
      Impositions (other than ad valorum taxes addressed below) are in an amount
      greater than $100,000, Borrower shall have established an escrow with the
      Lender, or shall have delivered to the Lender a satisfactory bond issued by
      a
      surety acceptable to the Lender or a satisfactory letter of credit for the
      benefit of the Lender issued by a bank acceptable to the Lender, in each case
      in
      an amount estimated by the Lender to be adequate to cover (i) the unpaid amount
      of such required payment, (ii) all interest, penalties and similar charges
      which
      reasonably can be expected to accrue by reason of such contest or by reason
      of
      such nonpayment, and (iii) all costs, fees and expenses (including, without
      limitation, attorneys' fees and disbursements) which reasonably can be expected
      to be incurred in connection therewith by the Lender, which escrow, bond or
      letter of credit shall be maintained in effect throughout such contest and
      the
      amount of which shall be increased from time to time if reasonably required
      by
      the Lender to cover the foregoing amounts in subclause (i), subclause (ii) and
      subclause (iii).




AMENDED
          AND RESTATED LOAN AND SECURITY AGREEMENT
 33




Borrower
      shall inform the Lender, in advance and in writing, of its intention to contest
      any Impositions (other than ad valorum taxes addressed below) under this Section
      3.7 if such
      required payment shall exceed $100,000.




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




The
      Borrower or the applicable Owner’s Association, as the case may be, shall have
      the right at their respective sole expense to contest the validity of any ad
      valorem tax assessment related to any property owned by the Borrower and not
      subject to the timeshare regime established at each Resort, and in the case
      of
      each Owner’s Association, to property covered by the applicable Declaration. In
      connection with any ad valorem tax challenge filed by either the Borrower or
      any
      Owner’s Association, the Borrower or such Owner’s Association, as the case may
      be, shall be required to deliver written notice of such intention to contest
      and
      shall make a "good faith deposit", which shall be in an amount determined in
      good faith either by the Borrower or such Owner’s Association equal to the tax
      amount owed based upon the admitted fair market value by the party challenging
      such assessment. Such proceedings may continue if, and only so long as no final
      judicial determination in respect of any foreclosure or other enforcement
      proceedings in respect to such ad valorem taxes shall have been rendered, and
      no
      claim for liability of any kind shall have been asserted against the Lender
      in
      connection with such ad valorem taxes.




In
      the
      event the amount of the "good faith deposit" made by either the Borrower or
      any
      Owner's Association is less than the amount claimed by the Lender, the Tax
      Collector, the Borrower or any Owner's Association, as the case may be, Borrower
      or any Owner’s Association shall establish an escrow arrangement reasonably
      satisfactory to Lender equal to the amount of any such deficiency, together
      with
      an additional amount sufficient to cover any interest which may accrue during
      the pendency of such proceeding. Upon the termination of any such proceeding,
      whether by final determination or otherwise, the Borrower or any Owner's
      Association, as the case may be, shall make full and final payment of the final
      amount of ad valorem taxes determined to be owed, together with any additional
      levies, charges, interest, cost or expenses which may be due. Promptly after
      such payment has been made, Borrower or any Owner's Association shall deliver
      to
      Lender evidence reasonably satisfactory to Lender that any such payment has
      been
      made.




AMENDED
          AND RESTATED LOAN AND SECURITY AGREEMENT
 34




***3.8***  *Discharge
      of Liens Affecting Collateral.* If any
      mechanic’s, laborer’s, materialman’s, statutory or other Lien shall be filed or
      otherwise imposed upon or against any item of the Collateral or any Pledged
      Interval or Additional Resort, then Borrower shall, within 30 days after being
      given notice of the filing of such Lien or otherwise becoming aware of the
      imposition of such Lien, cause such Lien to be vacated or discharged of record
      by payment, deposit, bond, final order of a court of competent jurisdiction
      or
      otherwise.




Borrower
      shall have the right, at its sole expense, to contest the validity of any such
      Lien or of the claim evidenced or secured thereby, by appropriate proceedings
      commenced prior to the expiration of the aforesaid 30-day period and thereafter
      diligently and continuously conducted in good faith to final determination,
      in
      which event Borrower shall not be required to cause any such Lien to be vacated
      or discharged of record in accordance with the immediately preceding paragraph
      if, and only so long as:




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




(b)  no
      claim
      for liability of any kind shall have been asserted against Lender in connection
      with such Lien or the claim evidenced or secured thereby; and




(c)  if
      such
      Lien shall secure a claim of more than $100,000, Borrower shall have established
      an escrow with Lender, or shall have delivered to Lender a satisfactory bond
      issued by a surety acceptable to Lender or a satisfactory letter of credit
      for
      the benefit of Lender issued by a bank acceptable to Lender, in each case in
      an
      amount estimated by Lender to be adequate to cover (i) the unpaid amount of
      such
      claim, (ii) all interest, penalties and similar charges which reasonably can
      be
      expected to accrue by reason of such contest or by reason of such nonpayment,
      and (iii) all costs, fees and expenses (including, without limitation,
      attorneys’ fees and disbursements) which reasonably can be expected to be
      incurred in connection therewith by Lender, which escrow, bond or letter of
      credit shall be maintained in effect throughout such contest and the amount
      of
      which shall be increased from time to time if reasonably required by Lender
      to
      cover the foregoing amounts in subclause (i), subclause (ii) and subclause
      (iii).




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




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




AMENDED
          AND RESTATED LOAN AND SECURITY AGREEMENT
 35







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




***3.9***  ***Use
      of the Resorts; Voting Rights of Borrower.***




(a)  ***Certain
      Restrictions.*** Borrower
      shall not, as Declarant, Timeshare Interest owner or Timeshare Unit owner,
      without the prior written consent of Lender, such consent not to be unreasonably
      withheld,




(i)  request,
      consent to or otherwise initiate, consent to or acquiesce in any zoning
      classification or reclassification of any Resort or the adoption, issuance,
      imposition or amendment of any other law, ordinance, rule, regulation, order,
      judgment, injunction or decree relating to the use, occupancy, operation,
      development, disposition or design of any Resort which would limit the use
      of
      the Pledged Intervals therein or reduce its or their Fair Market
      Value,




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




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




AMENDED
          AND RESTATED LOAN AND SECURITY AGREEMENT
 36




(iv)  except
      as
      permitted in the applicable Declaration, permit the Timeshare Interests or
      the
      Timeshare Units to be used other than for nonpermanent residential purposes,
      or




(v)  consent
      to any material amendment, modification, alteration or other change to any
      Declaration without the prior written consent of Lender, or otherwise sell
      Timeshare Interests not correctly set forth in the applicable
      Declaration.




(b)  ***Use
      by Public.*** Borrower
      shall not cause, permit or suffer to be used by the public without restriction
      (except as required by Applicable Law or as otherwise provided in the applicable
      Declaration or Resort Map) or in any manner that might tend to impair Borrower’s
      right, title and interest in and to each Resort or in any manner that might
      make
      possible any claim of adverse usage or adverse possession by the public or
      any
      claim of implied dedication of all or any part of any Resort.




(c)  ***Voting
      Rights*** .
      Except
      with the prior written consent of Lender, Borrower shall not propose or vote
      for
      or consent to any modification of, or amendment to, any Declaration or any
      Owner’s Association’s Articles of Incorporation or By-Laws which could have (in
      the reasonable sole opinion of Lender) a material adverse effect on the
      Collateral or the operation or prospects of any Resort. In each case under
      the
      applicable Declaration and/or the applicable Owner’s Association’s Articles of
      Incorporation or By-Laws in which the consent or the vote of a holder of a
      mortgage or “security interest” in respect of the Timeshare Interests and/or the
      Timeshare Units (including any such case in which Borrower would be considered
      to be a holder of a mortgage or “security interest” by virtue of any Timeshare
      Mortgage) is provided for or is required, or in which Borrower’s consent is
      required (as Declarant or as an owner of a Timeshare Interest or Timeshare
      Unit
      or as a vendor or mortgagee or otherwise) for any proposed action, Borrower
      shall not vote or give such consent without obtaining the prior written consent
      of Lender if such action (in the reasonable opinion of Lender) could have an
      material adverse effect on the Collateral or the operation or prospects of
      any
      Resort.




***3.10***  ***Other
      Timeshare Covenants.***




(a)  ***Access.*** With
      respect to the consummation of each sale of a Pledged Interval to a Purchaser
      under a Contract and in connection with the acquisition of each Additional
      Resort, Borrower shall cause the owner of such Pledged Interval and any
      purchaser of any fee simple interest in such Additional Resort to have access
      to
      a publicly dedicated road and shall cause all private roadways, parking lots
      and
      rights of way within the applicable Resort or other private areas in such Resort
      to be Common Elements or Resort Facilities in respect of such Pledged Interval.




(b)  ***Utilities.*** With
      respect to the consummation of each sale of a Pledged Interval to a Purchaser
      under a Contract and in connection with the acquisition of each Additional
      Resort, Borrower shall cause electric, gas, sewer, and water service and other
      necessary utilities to be available to the Timeshare Units and to any unit
      in
      each Additional Resort in sufficient capacity to service the same and shall
      pay,
      or cause to be paid, all tap fees or other connection charges in respect
      thereof).




AMENDED
          AND RESTATED LOAN AND SECURITY AGREEMENT
 37




(c)  ***Use
      of Amenities.*** With
      respect to the consummation of each sale of a Pledged Interval to a Purchaser
      under a Contract and in connection with the acquisition of each Additional
      Resort, Borrower shall cause the owner of such Pledged Interval and any
      purchaser of any fee simple interest in such Additional Resort to have access
      to, and the use of, all of the amenities and public utilities relating to the
      applicable Resort and such Pledged Interval (consistent with the contractual
      provisions and rules and regulations existing with respect to such amenities
      and
      public utilities), including, without limitation, the Resort Facilities and
      rights of way.




(d)  ***Timeshare
      Regime.*** The
      Borrower shall do all things necessary in order to preserve the timeshare
      regimes in respect of all Pledged Intervals.




(e)  ***Local
      Legal Compliance.*** Borrower
      shall comply, and shall cause each Resort (including each Additional Resort),
      each Pledged Interval, the other Timeshare Interests and Timeshare Units to
      comply, with all applicable restrictive covenants, zoning, design and land
      use
      ordinances and building codes, all applicable health and environmental laws
      and
      regulations and all other Applicable Laws, rules and regulations and all
      approvals, consents and licenses (including, without limitation, the applicable
      Declaration). Borrower shall cause all Timeshare Interests (including the
      Pledged Intervals) and the sales thereof to comply with all Applicable Laws,
      rules and regulations, and all approvals, consents and licenses (including
      without limitation, each Declaration).




(f)  ***Registration
      Compliance*** *.* Borrower
      shall diligently pursue the obtaining of, and, after the obtainment thereof,
      shall maintain, or cause to be maintained, all necessary consents, franchises,
      approvals, and exemption certificates in connection with, and Borrower will
      make, or cause to be made, all registrations or declarations with any government
      or any agency or department thereof required in connection with, the occupancy,
      use and operation of each Resort (including each Additional Resort) and the
      marketing and sale of the Timeshare Interests (including all Pledged
      Intervals).




(g)  ***Records.*** Borrower
      shall maintain accurate and complete files relating to the Contracts and the
      other Collateral to the reasonable satisfaction of Lender, and such files will
      contain copies of each Contract, the Timeshare Note, Timeshare Mortgage, all
      relevant credit memoranda, and all collection information and correspondence
      in
      respect thereof, as the case may be.




(h)  ***Forms
      of Timeshare Documents.*** Instruments in substantially the form of the Contract, the form of statement
      of
      rescission rights required by Applicable Laws, and the form of other instruments
      and documents related thereto, including, if applicable, any Timeshare Note
      and/or Timeshare Mortgage, in each case in form and substance reasonably
      acceptable to Lender, shall be used by Borrower for all purchase and sale
      transactions of Pledged Intervals. Borrower shall not materially modify, amend
      or otherwise alter any of the terms of such forms without Lender’s prior written
      consent, except as may be required by any regulatory agency or Applicable Law.
      Notwithstanding Lender’s review and determination of acceptability, if any, of
      such forms, Borrower shall remain solely liable for all aspects of such forms
      and their use; any determination of acceptability, if any, by Lender relating
      to
      such forms shall only be for Lender’s benefit and no other Person shall be
      entitled to rely thereon in any manner.




AMENDED
          AND RESTATED LOAN AND SECURITY AGREEMENT
 38







Instruments
      in substantially the form of the Timeshare Note, the form of the Timeshare
      Mortgage, the form of the grant deed, the form of the Truth-in-Lending Statement
      and the form of the other instruments and documents related thereto set forth,
      in each case, in form and substance reasonably acceptable to Lender, shall
      be
      used by Borrower for all sales of Timeshare Interests which are financed by
      Borrower or Lender after the Closing Date and for so long as any Obligation
      remains outstanding. Borrower shall not materially modify, amend or otherwise
      alter such forms or any of the terms of such forms without Lender’s prior
      written consent, such consent not to be unreasonably withheld, except as may
      be
      required by any regulatory agency or Applicable Law. Notwithstanding Lender’s
      review and determination of acceptability, if any, of such forms, Borrower
      shall
      remain solely liable for all aspects of such forms and their use; any
      determination of acceptability, if any, by Lender relating to such forms shall
      only be for Lender’s benefit and no other Person shall be entitled to rely
      thereon in any manner.




(i)  ***Property-Related
      Contracts.*** Except
      as required by Applicable Law, or if otherwise waived by Lender, and if such
      amendment to, modification or new Property-Related Contract described below
      will
      have, or could reasonably be expected to have a
      material adverse effect on Borrower’s ability to pay the Loan or the value of
      the Collateral, or Lender’s Liens on the Collateral or the priority of any such
      Lien, Borrower
      shall not modify, amend, or enter into, or (subject to the rights and
      obligations of any Owner’s Association and its members under any Declaration or
      any Owner’s Association’s Articles of Incorporation or By-Laws) permit to be
      modified, amended, or enter into, any Property-Related Contract without the
      prior written consent of Lender, which consent shall not be unreasonably
      withheld. Borrower shall perform all of its obligations in a timely fashion
      under each Property-Related Contract. For purposes of this Section
      3.10(i) ,
      and for
      no other purpose, section or reference in this Agreement or any other Loan
      Document, the term, “Property-Related Contracts” shall not include sales and
      marketing agreements or contracts related to the sales of Timeshare Interests,
      or any employment related agreements or contracts between Borrower and either
      (i) any Executive Management Member and (ii) any member of senior management
      of
      Borrower.




(j)  ***Undertaking.*** **** Borrower
      shall perform each and every covenant, agreement, and undertaking applicable
      to
      Borrower (whether as Declarant, owner of a Timeshare Interest or Timeshare
      Unit
      or otherwise) under each Declaration and each Owner’s Association’s Articles of
      Incorporation or By-Laws.




***3.11***  **Protection
      of Collateral; Assessments; Reimbursement.** All
      Insurance Premiums and all expenses of protecting, storing, warehousing,
      insuring, handling, maintaining and shipping the Collateral, any and all
      Impositions on any of the Collateral or in respect of the sale or other disposal
      thereof shall be borne and paid by Borrower.




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




AMENDED
          AND RESTATED LOAN AND SECURITY AGREEMENT
 39




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




***3.13***  ***Lender
      Responsibility*** **.** **** Lender
      shall not be (a) obligated or responsible for, the payment of any of the
      amounts or sums referred to in this Section 3 ,
      or
      (b) liable or responsible in any way for the safekeeping of any of the
      Collateral or for any loss or damage thereto.




**3.14****Verification
      of Contracts.** Upon
      prior notification to Borrower following the continuance of an Event of Default,
      Lender may contact any Purchaser solely for the purpose of verifying the
      Contract to which such Purchaser is a party and Borrower shall render such
      assistance to Lender in connection therewith as Lender may reasonably
      request.




**3.15** ***Release
      of Lien on Timeshare Interests*.**




(a)  ***Release
      for Timeshare Interests.*** Provided
      no Event of Default has occurred which is continuing, Lender agrees to execute
      and deliver to Borrower or its escrowee the documents referred to below pursuant
      to which the security interest and Lien in and to any Pledged Interval
      constituting a Timeshare Interest created by this Agreement, any Mortgage or
      any
      other Security Document will be released if, but only if, all of the following
      conditions shall have been fully satisfied:




(i)  the
      full
      Release Fee and, as applicable following any Amortization Triggering Event
      or in
      the event there is a Borrowing Base deficiency, the full Release Price, in
      respect of such Pledged Interval shall have been paid to and received by Lender
      or its agent in good, collected funds;




(ii)  a
      request, substantially in the form of Exhibit B attached
      hereto, shall have been completed and executed by Borrower and submitted to
      Lender not less than 2 Business Days in advance of the date on which Borrower
      desires to consummate such release; and




(iii)  a
        partial
        release of mortgage, in form and substance satisfactory to Lender, and a
        partial
        release of security interest, in form and substance satisfactory to Lender,
        shall have been completed by Borrower and submitted to Lender with the aforesaid
        request.




AMENDED
          AND RESTATED LOAN AND SECURITY AGREEMENT
 40




Borrower
      shall bear the responsibility of recording any and all documents executed by
      Lender under this Section 3.15(a) .
      Borrower shall pay all escrow costs and recording and transfer costs in respect
      of such documents. Following the occurrence of an Amortization Triggering Event,
      if requested by Lender, Borrower shall establish an escrow in respect of any
      release under this Section 3.15(a) .
      If
      Lender requests an Escrow Agent be established following the occurrence of
      an
      Amortization Trigger Event, Lender shall deposit the documents to be executed
      by
      it pursuant to clause (iv) above in such escrow if, but only if,




(1)  the
      documentation establishing such escrow is in form and substance satisfactory
      to
      Lender and such documentation shall have been submitted to Lender together
      with
      the written request referred to in clause (ii) above,




(2)  the
      escrowee under such escrow documentation is satisfactory to Lender,




(3)  such
      escrow documentation provides that simultaneously with the release from such
      escrow of the documents referred to in clause (iii) above, the Release Fee,
      and
      if applicable, the Release Price, in respect of such Timeshare Interest to
      be so
      released shall have been wired via Federal Reserve Bank wire (in immediately
      available funds) or otherwise credited in immediately available funds to Lender
      and prior to Lender’s authorization to file such partial releases, a
      confirmation of such wire shall have been obtained,




(4)  such
      escrow documentation provides that such escrow will be consummated within 5
      Business Days of Lender’s depositing of such release documents therein or such
      release documents shall be returned to Lender by the escrowee of such escrow,
      and




(5)  at
      the
      time of the depositing of such documentation into such escrow, all of the
      conditions in clauses (ii) through (iv) above shall have been fully
      satisfied.




(b)  ***Full
      Release of Collateral and Deeds of Trust.*** Upon the
      full, final and indefeasible payment of all Obligations and termination of
      this
      Agreement and the Receivables Loan Agreement, Lender shall release its security
      interests and Liens in and to the Collateral, shall execute in favor of Borrower
      any UCC release or termination statement in respect thereof, shall release
      each
      Mortgage and any other recorded Security Document and shall reassign and deliver
      to Borrower all Contracts and the other Collateral then in the physical
      possession of Lender or its agent (without recourse and without representations
      or warranties of any kind). Borrower shall bear all out-of-pocket expenses
      (including, without limitation, legal fees and disbursements of Lender) in
      connection with such release, reassignment and delivery. All such release and/or
      termination documentation shall be reasonably satisfactory to Lender and its
      counsel.




AMENDED
          AND RESTATED LOAN AND SECURITY AGREEMENT
 41




**3.16****Cross-Collateralization
      and Default** **.** The
      Collateral shall secure all of the Obligations and the Receivables Loan
      Obligations. All Liens, pledges, assignments, mortgages, security interests,
      and
      other collateral granted to or for the benefit of Lender pursuant hereto or
      any
      other documents or instruments (including, but not limited to, the Receivables
      Loan Documentation) shall secure the Obligations as well as the “Obligations” as
      defined in the Receivables Loan Agreement, and vice versa. In addition, the
      Loan
      and the Receivables Loan shall be further secured by the Liens and security
      interests in favor of Lender in the properties and interests which serve as
      collateral security for any other loans or obligations now or hereafter made
      by
      Lender to Borrower or any Affiliate of the foregoing (“ Additional
      Collateral ”).
      Borrower agrees to deliver financing statements and other documents, instruments
      and agreements as may be required by Lender to further evidence and perfect
      the
      Liens and cross-collateralization in favor of Lender provided for in this
      Agreement. In addition, the Loan, the Receivables Loan and all other loans
      made
      by Lender to Borrower or any Affiliate of Borrower shall be cross-defaulted
      such
      that any event of default with respect to any such loan shall constitute an
      Event of Default hereunder, and vice versa. Notwithstanding the foregoing,
      a
      release of Lender’s Lien on Collateral pursuant to the Receivables Loan
      Documentation shall be deemed to also be a release of Lender’s Lien on such
      Collateral pursuant to the Loan Documents.




**3.17****Substitution
      of Collateral and Mortgages** ***.***
      In addition to the releases pursuant to Sections 2.3 and 3.14 above
      and as otherwise provided in this Agreement, and subject to the compliance
      with
      the Borrowing Base, Borrower may notify Lender that it has determined, in its
      sole discretion, that, it wishes to substitute (a “ Property
      Substitution ”)
      one or
      more Timeshare Interests for a Pledged Interval currently included in the
      Collateral (the “ Substituted
      Property ”).
      Borrowers shall identify the new Timeshare Interest to constitute a new Pledged
      Interval for such Property Substitution, which Timeshare Interest shall be
      approved by Lender in its sole discretion. Upon Lender’s approval of such
      Pledged Interval, and Borrower’s satisfaction (or Lender’s waiver) all of the
      conditions precedent required to be satisfied pursuant to Article 6 of this
      Agreement with respect to such new Pledged Interval, Lender shall release its
      security interests and Liens in and to the Substituted Property, shall execute
      in favor of Borrowers any UCC release or termination statement in respect
      thereof, shall release the Mortgage and any other recorded Security Document
      and
      shall reassign and deliver to Borrower all other Collateral then in the physical
      possession of Lender or its agent (without recourse and without representations
      or warranties of any kind) directly related to such Substituted Property.
      Borrower shall bear all out-of-pocket expenses (including, without limitation,
      reasonable legal fees and disbursements of Lender and its counsel) in connection
      with such release, reassignment and delivery.




**4.**
            **REPRESENTATIONS
                AND WARRANTIES AND
                COVENANTS.**




As
      an
      inducement to Lender to make the Loan, Borrower warrants and represents, as
      of
      the date hereof, and covenants to Lender as follows:




**4.1****Subsidiaries
      and Capital Structure.** Except
      as set forth in Schedule 8 ,
      Borrower owns no Voting Equities in any Person.




AMENDED
          AND RESTATED LOAN AND SECURITY AGREEMENT
 42




**4.2****Corporate
      Borrower.** Borrower




(a)  is
      a
      corporation duly organized and validly existing under the laws of the State
      of
      Texas,




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




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




(d)  has
      a
      Tangible Net Worth of not less than $100,000,000.




***4.3***  ***Financial
      Statements*** ***.***
      Borrower’s consolidated financial statements dated as of December 31, 2004, and
      delivered to Lender are true, correct and accurate.




**4.4****Full
      Disclosure** **.** Neither
      this Agreement nor any written statement made by Borrower or any Affiliate
      in
      connection with this transaction contains any untrue statement of a material
      fact or omits a material fact necessary to make the statements contained herein
      or therein not misleading. There is no fact which Borrower or any Affiliate
      has
      not disclosed to Lender in writing which materially affects adversely or, so
      far
      as Borrower can now foresee, will materially affect adversely any Pledged
      Interval or any Resort, business, prospects, profits or condition (financial
      or
      otherwise) of Borrower or the ability of Borrower to perform its Obligations
      under this Agreement, the Note or the other Security Documents or Loan
      Documents.




**4.5****Pending
      Litigation** **.** **** Except
      as
      set forth in Schedule 10 to this
      Agreement, there are no proceedings pending, or to the knowledge of Borrower
      threatened, against or affecting Borrower, any Affiliate or any Resort in any
      court or before any governmental authority or arbitration board or tribunal
      (a)
      which either involve the possibility of materially and adversely affecting
      any
      Pledged Interval or any Resort, business, prospects, profits or condition
      (financial or otherwise) of Borrower, or the ability of Borrower to perform
      its
      obligations under this Agreement, the Note or the other Security Documents,
      as
      applicable, or (b) in respect of which more than $100,000 is sought in damages.
      Neither Borrower nor any Affiliate of either nor any resort is in default with
      respect to any order of any court, governmental authority, quasi-governmental
      authority or arbitration board or tribunal.




**4.6****Title
      to Properties** **.** Except
      as set forth on Schedule 2 to this
      Agreement, Borrower has good and marketable title in fee simple (or its
      equivalent under Applicable Law) to all Pledged Intervals and Additional Resorts
      which it purports to own free from Liens.




*4.7Trademarks,
      Licenses and Permits*. Borrower
      owns or possesses all of the trademarks, service marks, trade names, copyrights,
      franchises and licenses, and rights with respect thereto necessary for the
      conduct of its business as now conducted and as proposed to be conducted,
      without any known conflict with the rights of others. Borrower does not own
      any
      Furnishings or other tangible personal property in any Timeshare Unit located
      at
      any Resort.




AMENDED
          AND RESTATED LOAN AND SECURITY AGREEMENT
 43




**4.8****Transaction
      Is Legal and Authorized** **.** The
      execution and delivery of this Agreement, any Note and the other Security
      Documents by Borrower, and the grant of the Liens to Lender with respect to
      the
      Collateral by Borrower and compliance by Borrower with all of the provisions
      of
      this Agreement, any Note and the other Security Documents are:




(a)  within
      the company powers of Borrower; and




(b)  valid
      and
      legal acts and will not conflict with, or result in any breach in any of the
      provisions of, or constitute a default under, or result in the creation of
      any
      Lien (except Liens contemplated under this Agreement or any other Security
      Document) upon any Collateral under the provisions of, any agreement, articles
      of incorporation, by-laws or other instrument to which Borrower is a party
      or by
      which such Collateral may be bound.




**4.9** *No
      Defaults*. No
      Default or Event of Default exists, and there is no violation of any term of
      any
      agreement, charter instrument, bylaw or other instrument to which Borrower
      is a
      party or by which it may be bound that would have a Material Adverse
      Effect.




**4.10****Governmental
      Consent** **.** Neither
      the nature of Borrower nor its business or Properties, nor any relationship
      between Borrower and any other Person, or any circumstance in connection with
      the execution or delivery of this Agreement, the Note or the other Security
      Documents, is such as to require a consent, approval or authorization of, or
      filing, registration or qualification with, any governmental authority on the
      part of Borrower, as a condition of the execution, delivery or performance
      of
      this Agreement, the Note or any other Security Document.




**4.11****Taxes** **.**
      Borrower is not in default with respect to the payment of any taxes levied
      or
      assessed against it or any of its assets. Borrower represents and warrants
      that
      (a) all ad valorem taxes and other taxes and assessments levied against the
      Collateral which are due and payable have been paid in full, and Borrower knows
      of no basis for any additional taxes or assessments against the Resort or
      Collateral; and (b) it has filed all tax returns required to have been filed
      by
      it and has paid or will pay, prior to delinquency, all taxes shown to be due
      and
      payable on such returns, including interest and penalties, and all other taxes
      that are payable by it. No tax audit is pending or threatened with respect
      to
      Borrower.




*4.12Use
      of
      Proceeds*. The
      proceeds of the initial Advance hereunder will be used first to pay for any
      Loan
      Costs due on the Closing Date.




The
      proceeds of Subsequent Advances will be used




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




(ii)  second,
      for general working capital needs of Borrower.




None
      of
      the transactions contemplated in this Agreement will violate or result in the
      violation of Section 7 of the
      Securities Exchange Act of 1934, as amended, or any regulations issued pursuant
      thereto, including, without limitation, Regulations T, U and X of the Board
      of Governors of the Federal Reserve System, 12 C.F.R., Chapter II. Borrower
      does not intend to carry or purchase any “margin security” within the meaning of
      said Regulation U. None of the proceeds will be used to purchase or carry
      (or refinance any borrowing, the proceeds of which were used to purchase or
      carry) any “margin security” within the meaning of said Regulation.




AMENDED
          AND RESTATED LOAN AND SECURITY AGREEMENT
 44




***4.13***  ***Compliance
      with Law*** **.**




(a)  Borrower
      is not in violation of any laws, ordinances, governmental rules or regulations
      to which it is subject (including laws, ordinances, governmental rules or
      regulations relating to the operation of each Resort as a hotel) which violation
      would materially adversely affect the business, prospects, profits, or condition
      (financial or otherwise) of Borrower or any Collateral.




(b)  Borrower
      shall, in all material respects, comply fully with all Applicable Laws in
      connection with the Resort, the Collateral and the sale of Timeshare Interests,
      including but not limited to (i) the Interstate Land Sales Full Disclosure
      Act;
      (ii) any applicable condominium and timeshare statutes, rules, and regulations,
      including but not limited to those governing the administration and operation
      of
      each Owner’s Association and those requiring registration of the Timeshare
      Interests as a legal prerequisite to the marketing and sale thereof, (iii)
      Regulation Z of the Federal Reserve Board; (iv) the Equal Credit Opportunity
      Act; (v) Regulation B of the Federal Reserve Board; (vi) Section 5 of the
      Federal Trade Commission Act; (vii) all applicable state and federal securities
      laws; (viii) all applicable usury laws; (ix) all applicable trade practices,
      home and telephone solicitation, sweepstakes, lottery, and other consumer credit
      and protection laws; (x) all applicable real estate sales licensing, disclosure,
      reporting, and escrow laws; (xi) the Americans with Disabilities Act of 1990
      and
      all other accessibility requirements; (xii) the federal postal laws; (xiii)
      the
      Real Estate Settlement Procedures Act; (xiv) the Fair Housing Act of 1968;
      (xv)
      the FTC Privacy Act and (xvi) all amendments to and rules and regulations
      promulgated under the foregoing, all if and as applicable. Borrower has
      registered or is exempt from registration in each Applicable State. Borrower’s
      marketing and sales practices are in compliance with all Applicable Laws
      including, without limitation, its lead generation techniques. Borrower has
      not
      been contacted or notified of any Federal Trade Commission or similar agency
      inquiry or investigation or any Department of Justice inquiry or investigation
      in connection with the marketing and sale of Timeshare Interests.




(c)  Borrower
      possesses or will possess, as applicable, and will at all times continue to
      possess all requisite franchises, certificates of convenience and necessity,
      operating rights, approvals, licenses, permits, consents, authorizations,
      exemptions, and orders as are reasonably necessary or appropriate to carry
      on
      its business as it is now being conducted, without any known conflict with
      the
      rights of others and, with respect to Borrower and the Collateral, in each
      case
      subject to no mortgage, pledge, Lien, lease, encumbrance, charge, security
      interest, title retention agreement, or option other than the Permitted
      Exceptions. All such franchises, certificates of convenience and necessity,
      operating rights, approvals, licenses, permits, consents, authorizations,
      exemptions, and orders are presently or will be, as applicable, in full force
      and effect, and there is no action currently pending or threatened effort
      t o
      revoke
      or modify any of them.




***4.14***  *Restrictions
      of Borrower*. Borrower
      is not a party to any contract or agreement which restricts its right or ability
      to incur indebtedness, or prohibits the execution of, or compliance with, this
      Agreement or any of the other Security Documents or Loan Documents by Borrower.
      Borrower has not agreed or consented to cause or permit in the future (upon
      the
      happening of a contingency or otherwise) any Collateral, whether now owned
      or
      hereafter acquired, to be subject to a Lien other than the Liens provided for
      herein, in the other Security Documents and in each Declaration.




AMENDED
          AND RESTATED LOAN AND SECURITY AGREEMENT
 45




*4.15Brokers’
      Fees*. Except
      as
      set forth on Schedule 11 hereto,
      there are no brokers or finders which are entitled to receive compensation
      for
      their services rendered to Borrower with respect to the transactions described
      in this Agreement and with which Borrower has had dealings.




**4.16** *Deferred
      Compensation Plans*. Except
      as disclosed on Schedule 15 attached
      hereto, Borrower does not have a pension, profit sharing or other compensatory
      or similar plan providing for a program of deferred compensation for any
      employee or officer which is subject to any requirement of the Employee
      Retirement Income Security Act of 1974, as amended.




**4.17** *Labor
      Relations*. Except
      as disclosed on Schedule 15 attached
      hereto, Borrower is not a party to any collective bargaining agreement, there
      are no material grievances, disputes or controversies with any union or any
      other organization of Borrower’s employees, or threats of strikes, work
      stoppages or any asserted pending demands for collective bargaining by any
      union
      or organization.




**4.18****Validity
      of Liens Granted to Lender** **.** Except
      with respect to the Permitted Exceptions and as provided for in Sections 3.15 and Section 3.16 hereof,
      all Liens granted to Lender in respect of the Collateral are, and shall continue
      to be, prior in right and superior to all other Liens granted to, or held by,
      any other Person.




**4.19****Solvency** **.** Borrower
      is not entering into this Agreement and the transactions contemplated hereby,
      and does not intend to incur any obligations hereunder or otherwise make any
      transfers in connection herewith, with the actual intent to hinder, delay or
      defraud either present or future creditors. After giving effect to the
      consummation of the transactions contemplated by this Agreement and the making
      of the advances hereunder, (a) the assets of Borrower at a fair valuation
      thereof on a going concern basis will not be less than its debts, (b) Borrower
      is not currently engaged in or about to engage in a business or transaction
      for
      which their remaining assets are unreasonably small in relation to such business
      or transaction, and (c) Borrower will be able to pay its respective debts as
      they become due. “Debt” for purposes of this Section 4.20 means
      any liability on a claim, and “claim” means (i) any right to payment, whether or
      not such right is reduced to judgment, liquidated, unliquidated, fixed,
      contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured
      or unsecured, or (ii) any right to an equitable remedy for breach of performance
      if such breach gives rise to a right to payment, whether or not such right
      to an
      equitable remedy is reduced to judgment, liquidated, unliquidated, fixed,
      contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured
      or unsecured.




**4.20** *Timeshare
      Interest Regime Reports*. Borrower
      has furnished, or will furnish, to Lender true and correct copies of all
      formation and enabling documents for each resort and each Owner’s Association
      and all filings and/or recordations in order to establish the condominium and
      the timeshare ownership regime in respect of each Resort have been or will
      be
      done and all Applicable Laws and statutes in connection therewith have been
      or
      will be complied with in all material respects.




AMENDED
          AND RESTATED LOAN AND SECURITY AGREEMENT
 46




**4.21** *Sale
      of Timeshare Interests*. The sale
      and offering of sale of Timeshare Interests (a) do not and will not constitute
      the sale, or the offering of sale, of Securities subject to the registration
      requirements of the Securities Act of 1933, as amended, or the blue-sky
      securities laws of any Applicable State, (b) are done and will only be done
      in
      the Applicable States (and no solicitation and no advertising in respect of
      the
      sale of Timeshare Interests that would, in either case, be in violation of
      Applicable Law is done or will be done in any other States), (c) do not violate
      and will not violate any applicable federal, state or local consumer credit
      or
      sale rescission statute, including, without limitation, any such statute of
      any
      State in which a Purchaser may reside, and (d) do not violate and will not
      violate any other applicable federal, state or local law, statute or regulation
      (including, without limitation, any timeshare or subdivision law applicable
      to
      any Resort or to the sale of Timeshare Interests and in effect in any Applicable
      State or in any other State in which a Purchaser may reside or in which the
      sale
      of any such Timeshare Interest may be closed).




Without
      limiting the generality of the immediately preceding paragraph, Borrower has,
      to
      the extent required by its activities and businesses, fully complied with and
      will continue to fully comply with (1) (A) the Federal Trade Commission Act,
      as
      amended, (B) the Interstate Land Sales Full Disclosure Act, as amended, (C)
      all
      other applicable federal statutes and laws pertaining to the Resort and (D)
      the
      rules and regulations promulgated under such applicable Acts, statutes and
      laws
      and (2) all of the applicable provisions of any law of any State (and the rules
      and regulations promulgated thereunder) or municipality or other governmental
      or
      quasi-governmental authority relating to the operation of each Resort. The
      sale
      and offering of sale of Timeshare Interests are not effected and will not be
      effected by any home solicitations.




***4.22***  ***Indebtedness*** **.**
      Except for described or Schedule
      1 attached
      hereto, indebtedness owing by Borrower to Lender arising pursuant to this
      Agreement and the other Loan Documents, or trade payables incurred in the
      ordinary course of the operation and maintenance of each Resort, as of the
      Closing Date Borrower has no other indebtedness.




**4.23****Affiliate
      Transactions** **.** Schedule
      6 attached
      hereto contains a true, correct and complete list of all contracts, instruments
      and other agreements between (a) Borrower and any Affiliate of Borrower and
      (b)
      Borrower and any Executive Management Member. A true, complete and current
      copy
      of each of such agreements has been previously delivered to Lender.




**4.24****Applicable
      Laws** **.** All
      existing Improvements at each Resort are and will be in compliance with all
      applicable zoning, building, and other Applicable Laws in connection with the
      establishment of each Resort, the operation of each Resort, the sale, use and
      marketing, of Timeshare Interests, and the occupancy of Timeshare Units at
      each
      Resort.




AMENDED
          AND RESTATED LOAN AND SECURITY AGREEMENT
 47




**4.25****Leases** **.** There
      are
      no real property leases encumbering or otherwise affecting any Resort (including
      any Additional Resort) or encumbering any Pledged Interval.




**5.**
            **CONDITIONS
                PRECEDENT TO INITIAL
                ADVANCE**




The
      obligation of Lender to make the initial Advance shall be subject to the
      following conditions precedent (which shall have been satisfied not less than
      five (5) Business Days prior to the date on which the initial Advance is to
      be
      made):




**5.1****Opinions
      of Counsel** **.** Lender
      shall have received from Meadows,
      Owens, Collier, Reed, Cousins & Blau, L.L.P., regulatory
      and Texas counsel for Borrower, a closing and enforceability opinion, in form
      and content satisfactory to Lender and its counsel dated the date of the initial
      Advance.




**5.2** *Warranties
      and Representations True as of Initial Advance Date*. The
      warranties and representations contained in this Agreement shall be true in
      all
      material respects on the date of the making of the Advance
      hereunder.




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




**5.4** ***Borrower’s
      Secretary’s Certificates; Good-Standing Certificates*.**




(a)  Lender
      shall have received a certificate, dated as of the date of the initial Advance
      and signed by an authorized officer of Borrower, certifying that the conditions
      specified in Section 5.2 and Section 5.3 of this
      Agreement have been fulfilled.




(b)  Borrower
      shall have delivered to Lender its certified Articles of Incorporation and
      By-laws, certified by Borrower to be true and correct.




(c)  Borrower
      shall have delivered to Lender, in form satisfactory to Lender, a recent good
      standing certificate from the Secretary of State of Texas certifying Borrower’s
      due existence in the State of Texas, and a recent certificate from each of
      the
      Secretary of State of Texas, the Secretary of State of Georgia, the Secretary
      of
      State of Indiana and the Secretary of State of Missouri certifying Borrower’s
      qualification to do business in such States.




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




AMENDED
          AND RESTATED LOAN AND SECURITY AGREEMENT
 48




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




**5.6****Expenses** **.** Borrower
      shall have paid all fees and expenses required to be paid by it pursuant to Section 10.2 of this
      Agreement and shall have paid the commitment fee provided for in Section 2.5 hereof.




**5.7****Mortgage** **.** Borrower
      shall have executed and delivered each Mortgage for all Pledged Intervals and
      Additional Resorts securing the Loan as of the Closing Date to Lender. Each
      Mortgage shall have been recorded or delivered to the title company for
      recordation, on the date of the making of the initial Advance hereunder, in
      the
      applicable public real property office, and all taxes, recording fees and other
      fees and charges required by Applicable Law to be paid in connection therewith
      shall have been duly paid in full. Each Mortgage shall have created a valid
      first priority Lien in and to each Pledged Interval and Additional Resort in
      respect of the Obligations subject to no other Liens except for Permitted
      Exceptions.




**5.8** ***Title
      Insurance; Casualty Insurance*.**




(a)  ***Title
      Insurance Policy.*** Borrower
      shall have delivered to Lender a mortgagee’s title insurance policy (issued to
      Agent and in full force and effect) in respect of each Mortgage (each policy
      being a “ **Title
      Insurance Policy** ”)
      together with such endorsements thereto as Lender may require. Each Title
      Insurance Policy (a) shall have been issued by a title insurance company which
      is satisfactory to Lender, (b) shall be in form and substance satisfactory
      to
      Lender and its special counsel, (c) shall be in such amounts as Lender may
      require in its sole discretion, (d) shall insure that the applicable Mortgage
      creates a valid first Lien in and to the applicable Pledged Interval free and
      clear of all defects, encumbrances and other Liens unacceptable to Lender except
      for Permitted Exceptions and (e) shall contain such further endorsements and
      affirmative coverage as Lender may request. All premiums in respect of such
      Title Insurance Policy shall have been paid in full and evidence thereof shall
      have been delivered to Lender.




(b)  ***Insurance.*** Borrower
      shall have delivered to Lender certificates of insurance evidencing the
      insurance policies and endorsements required to be delivered pursuant to Section 3.5 hereof,
      together with copies of such insurance policies certified by Borrower to be
      true
      and correct. All premiums in respect of such insurance policies shall have
      been
      paid in full and evidence thereof shall have been delivered to
      Lender.




**5.9** *Environmental
      Site Assessment Report*. Borrower
      (at its own expense) shall have delivered to Lender not less than 15 Business
      Days prior to the date of the making of the Advance the most recent “Phase I”
environmental survey in Borrower’s possession of each Additional Resort in form
      and substance acceptable to Lender.




AMENDED
          AND RESTATED LOAN AND SECURITY AGREEMENT
 49




**5.10****Taxes** **.** Borrower
      shall have delivered to Lender copies of the most recent tax receipts for each
      Additional Resort (or certificates in respect thereof) evidencing no delinquency
      in the payment thereof.




*5.11Inspection*. Borrower
      shall have permitted Lender to make an inspection/audit of its books, accounts
      and records and such other papers as it may desire and of its premises and
      each
      resort, as Lender may in its sole discretion determine. Such inspection/audit
      shall be satisfactory to Lender (in its sole determination).




**5.12****Delivery
      of:**




(a)  ***Licenses.*** Borrower
      shall have delivered to Lender copies of all licenses, approvals, consents
      and
      permits required for Borrower to comply with all Applicable Laws in the
      operation of the Resorts.




(b)  ***Financial
      Statements.*** Borrower
      shall have delivered financial statements of Borrower showing a Tangible Net
      Worth of not less than $100,000,000, in form and substance acceptable to Lender.
      Additionally, Borrower shall have delivered to Lender a projected balance sheet,
      income statement, statements of cash flow projections and other financial
      projection reports and statements requested by Lender for the calendar years
      2006 and 2007.




(c)  ***Request.*** Borrower
      shall have submitted a written request for the Advance which shall be
      substantially in the form of Exhibit E hereto.




**5.13****Proceedings
      Satisfactory** **.**
      All actions taken in connection with the execution of this Agreement, the Note,
      any other Security Document and all documents and papers relating thereto and
      the with the making of the initial advance shall be satisfactory to Lender
      and
      its counsel.






**6.**
            **SUBSEQUENT
                ADVANCES CLOSING
                CONDITIONS**




After
      the
      making of the initial Advance, the obligation of Lender to make additional
      Advances (individually a “ **Subsequent
      Advance** ”)
      on a
      Business Day of any month (herein referred to as a “ **Subsequent
      Advance Date** ”)
      or
      permit a Property Substitution shall be subject to the satisfaction of all
      of
      the following conditions precedent (except that, to the extent (i) a Subsequent
      Advance represents a re-borrowing under this Agreement, (ii) Borrower has
      previously delivered the items set forth in this Article
      6 in
      connection with a prior Advance and (iii) such items have not been amended
      and
      no material adverse change has occurred with respect to such items, Borrowers
      need not re-deliver such items):




***6.1***  **Special
      Submissions**.




(a)
            ***Amendments
                to Silverleaf Club.***Borrower shall have submitted to Lender any material amendments and/or
                modifications to the Management Agreement between Borrower and Silverleaf
                Club and Orlando Breeze Resort Club described onSchedule 7attached hereto (or any other management agreement related to any
                Resort
                including any Additional Resort), which amendments and modifications
                shall
                be acceptable to Lender in its reasonable discretion and not in any
                manner
                adverse to Lender or the Collateral. Borrower shall have submitted
                to
                Lender any material amendments and/or modifications to each of those
                certain Master Club Agreements or Silverleaf Club Agreements between
                Silverleaf Club and each Owners Association or between Orlando Breeze
                Resort Club and the Owners Association related to the Orlando Breeze
                Resort located in Orlando, Florida.




AMENDED
          AND RESTATED LOAN AND SECURITY AGREEMENT
 50




(b)
            ***Mortgage(s)*****.**Borrower shall have executed and delivered a Mortgage to
                Lender.
                Each Mortgage shall be recorded or delivered to a title company acceptable
                to Lender for recordation in the applicable public real property
                office,
                and all taxes, recording fees and other fees and charges required
                by
                Applicable Law to be paid in connection therewith shall have been
                duly
                paid in full in accordance with Lender’s instructions to the title company
                responsible for such filing. Each Mortgage shall have created a valid
                Lien
                in and to the Pledged Intervals and Additional Resorts in respect
                of the
                Obligations subject to no other Liens except for Permitted
                Exceptions.




(c)
            ***Title
                Commitment(s).***Lender shall have received not less than ten (10) Business Days prior
                to
                the making of a Subsequent Advance or consummation of the Property
                Substitution, unless otherwise agreed to by Lender, a commitment
                for a
                Title Insurance Policy (to be issued to Lender and in full force
                and
                effect) in respect of each Mortgage covering Pledged Intervals
                constituting Collateral to secure the Obligations, together with
                such
                endorsements thereto as Lender may require, which shall (a) have
                been
                issued by a title insurance company which is satisfactory to Lender,
                (b)
                be in form and substance satisfactory to Lender and its special counsel,
                (c) be in such amounts as Lender may require in its sole discretion,
                (d)
                insure that the new Mortgage to be filed creates a valid first Lien
                in and
                to the applicable Pledged Intervals free and clear of all defects,
                encumbrances and other Liens unacceptable to Lender and (e) contain
                such
                further endorsements and affirmative coverage as Lender may request.
                All
                premiums in respect of such Title Insurance Policy shall have been
                paid in
                full and evidence thereof shall have been delivered to
                Lender.




(d)
            ***Inspection*****.**
                Borrower shall have permitted Lender to make an inspection/audit
                of the
                additional Pledged Intervals, and such Pledged Intervals and other
                proposed Collateral related thereto shall be acceptable to Lender
                in its
                Permitted Discretion.




(e)
            ***Opinions
                of Counsel*****.**
                Lender shall have received fromMeadows,
                Owens, Collier, Reed, Cousins & Blau, L.L.P.,related
                to the due authorization, execution and delivery of the Loan Documents
                executed in connection with Subsequent Advance and, with respect
                to Loan
                Documents governed by Maryland law, the enforceability of such Loan
                Documents, and from local counsel licensed in the State or foreign
                jurisdiction where the additional Pledged Intervals are located,
                a legal
                opinion in form and content satisfactory to Lender and its counsel
                dated
                the date of the Subsequent Advance.




(f)
            ***Representations
                and Warranties*****.**
                Each of the representations and warranties made by Borrower in or
                pursuant
                to this Agreement and any other Loan Documents to which it is a party,
                and
                each of the representations and warranties contained in any certificate,
                document or financial or other statement furnished at any time under
                or in
                connection with this Agreement or any related agreement shall be
                true and
                correct in all material respects on and as of such date as if made
                on and
                as of such date.




AMENDED
          AND RESTATED LOAN AND SECURITY AGREEMENT
 51





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




(h)
            ***Financing
                Statements***.
                All filings of Uniform Commercial Code financing statements and all
                other
                filings and actions necessary to perfect Lender’s security interests in
                and to the additional Collateral shall have been filed. If determined
                necessary by Lender in its Permitted Discretion, Uniform Commercial
                Code,
                judgment and tax lien searches shall have been performed in respect
                of
                Borrower and the results thereof shall be satisfactory to
                Lender.




(i)
            ***Insurance.***To
                the extent not already delivered to Lender, Borrower shall have delivered
                to Lender certificates of insurance evidencing the insurance policies
                and
                endorsements required to be delivered pursuant toSection 3.5hereof, together with copies of such insurance policies certified
                by
                Borrower to be true and correct.




(j)
            ***Certificate
                of Occupancy.***Borrower shall have delivered to Lender a certificate of occupancy
                or
                other evidence of the completion of any construction of each Pledged
                Interval acceptable to Lender.




(k)
            ***Indemnity.***Borrower shall have executed and delivered to Lender a Hazardous
                Substance
                Indemnity Agreement substantially in the form executed as of the
                Closing
                Date, acceptable to Lender.




(l)
            ***Timeshare
                Regime.***If
                applicable, Borrower shall have delivered to Lender evidence that
                the
                Pledged Intervals are included in the applicable timeshare regime
                at each
                Resort and are subject to the applicable Declaration encumbering
                such
                Resort, and if requested by Lender, the Recorded Map related to such
                Pledged Intervals.




(m)
            ***Section 2.1
                Conditions.*******All
                of the conditions to lending set forth inSection 2.1shall have been satisfied.




AMENDED
          AND RESTATED LOAN AND SECURITY AGREEMENT
 52





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




(a)  shall
      be
      in writing and shall state (i) that all conditions set forth in Section 6.1 hereof
      have been satisfied and (ii) that all construction is competed with respect
      to
      each Pledged Interval related to each Subsequent Advance.




(b)  after
      giving effect to the Subsequent Advance to be made, the aggregate Advances
      shall
      not exceed the maximum amount of Advances permitted under this Agreement,
      including Section 2.1 hereof,




(c)  shall
      have been delivered to the office of Lender at least 10 Business Days in advance
      of the Subsequent Advance Date,




(d)  shall
      be
      accompanied with an executed Borrowing Base Certificate,




(e)  shall
      otherwise be substantially in the form of Exhibit F attached
      to this Agreement,




(f)  each
      of
      the representations and warranties made by Borrower in or pursuant to this
      Agreement and any other Loan Documents to which it is a party, and each of
      the
      representations and warranties contained in any certificate, document or
      financial or other statement furnished at any time under or in connection with
      this Agreement or any related agreement shall be true and correct in all
      material respects on and as of such date as if made on and as of such
      date,




(g)  no
      Event
      of Default or Default shall have occurred and be continuing on such date, or
      would exist after giving effect to the Subsequent Advances requested to be
      made,
      on such date; *provided,
      however* ,
      that
      Lender, in its sole discretion, may continue to make Subsequent Advances
      notwithstanding the existence of an Event of Default or Default and that any
      Subsequent Advances so made shall not be deemed a waiver of any such Event
      of
      Default or Default, and




(h)  in
      the
      case of any Subsequent Advances requested to be made, after giving effect
      thereto, the aggregate Advances shall not exceed the maximum amount of Advances
      permitted under Section 2.1 hereof.




All
      of
      the requirements in clause (a) through clause (f) and clause (h) shall be
      satisfactory to Lender. Borrower acknowledges that Lender shall not make
      Advances in respect of costs which have not been approved by it.




**6.3****Defaults;
      Expenses; Miscellaneous.**




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




AMENDED
          AND RESTATED LOAN AND SECURITY AGREEMENT
 53




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




(c)  ***Prior
      Advances.*** No other
      Advance shall been made during the calendar month in which such Subsequent
      Advance Date falls.




***6.4***  *Disbursements*. Upon the
      occurrence of an Event of Default, Lender shall have the right, but not the
      obligation, to disburse and directly apply the proceeds of any Subsequent
      Advance to the satisfaction of any of Borrower’s obligations hereunder, and any
      Subsequent Advance by Lender for such purpose shall be considered part of the
      Loan and shall be secured by the Security Documents. Borrower hereby authorizes
      Lender to hold, use, disburse and apply the Loan for payment of costs and
      expenses incident to the Loan, any Pledged Intervals or any Resort, and the
      payment or performance of any obligation of Borrower hereunder. Borrower hereby
      assigns, pledges and grants a security interest in the proceeds of the Loan
      to
      Lender for such purposes. Upon the occurrence of an Event of Default, (a) Lender
      may advance and incur such reasonable expenses as Lender deems necessary to
      preserve the Pledged Interval or any Resort, and any other security for the
      Loan, and such expenses, even though in excess of the amount of the Loan, shall
      be secured by the Security Documents, and shall be payable to Lender on demand,
      and (b) Lender may disburse any portion of any Subsequent Advance at any time,
      and from time to time, to persons other than Borrower for the purposes specified
      in this Section 6.5 irrespective of the provisions of Section 2.1 hereof,
      and the amount of Subsequent Advances to which Borrower would thereafter
      otherwise be entitled shall be correspondingly reduced. In addition to the
      foregoing, and whether or not an Event of Default has occurred hereunder,
      Lender, whether or not requested to do so by Borrower shall have the right,
      but
      not the obligation, to disburse and directly apply the proceeds of any
      Subsequent Advance to the payment of (a) the costs and fees of the Escrow Agent
      (if applicable); and (b) all reasonable fees and expenses of internal and
      external counsel to Lender.




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




**6.6****Subsequent
      Advance to Finance Acquisition Purchase Price of Additional
      Resorts****.** In
      addition to the satisfaction of the conditions precedent found in Section
      6.1 (other
      than clauses (j) and (l) of Section
      6.1 ),
      any
      Subsequent Advance requested to be made to finance the Acquisition Purchase
      Price of an Additional Resort shall be subject to the satisfaction of all of
      the
      following conditions precedent:




(a)  Lender
      shall be satisfied with all due diligence regarding such Additional Resort,
      including, but not limited to, zoning, entitlements, construction plans,
      licenses, permits and such other items reasonably required by Lender in its
      Permitted Discretion.




(b)  Borrower
      shall have delivered to Lender a survey of the Additional Resort showing its
      perimeter; such survey shall be prepared in accordance with ALTA/ACSM 1999
      Minimum Survey Requirements by a licensed surveyor acceptable to Lender and
      shall be dated (or re-certified) as of a recent date and shall contain a
      certification noted thereon in form and substance satisfactory to Lender; such
      survey shall show all foundations currently poured for the Additional Resort,
      and no easements, rights-of-way, encroachments, streets or alleys which
      interfere with the use, enjoyment or market value of the Additional Resort.
      Such
      survey shall indicate whether or not the Project is situated within a flood
      zone.




AMENDED
          AND RESTATED LOAN AND SECURITY AGREEMENT
 54




**7.**
            **COVENANTS**




Borrower
      covenants and agrees that on and after the date hereof and so long as any
      Obligation of Borrower to Lender exists as follows:




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




(a)  all
      taxes, assessments and governmental charges or levies imposed upon it, any
      Pledged Interval, any Resort or other real and personal property of Borrower,
      including, without limitation, the Collateral; and




(b)  all
      claims or demands of materialmen, mechanics, carriers, warehousemen, landlords
      and other like Persons which, if unpaid, might result in the creation of a
      Lien
      upon any Pledged Interval or any Resort, including, without limitation, the
      Collateral.




**7.2** *Maintenance
      of Properties; Borrower Existence; Indebtedness; Liens;
      Business*. Borrower
      shall:




(a)  ***Property—*** maintain
      each Resort in good repair, working order and condition and make all necessary
      renewals, repairs, replacements, additions, betterments and improvements thereto
      and maintain, or cause to be maintained, each resort and each Pledged Interval
      in good repair, working order and condition and make, or cause to be made,
      all
      necessary repairs, replacements, additions, betterments and improvements to
      each
      pledged Unit and Resort;




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




(c)  ***Financial
      Records*** *—* (i) keep
      true books of records and accounts (including, without limitation, the Books
      and
      Records) in which full and correct entries will be made of all its material
      business transactions in accordance with GAAP, and (ii) reflect in its financial
      statements and in the financial statements of Borrower adequate accruals and
      appropriations to reserves, all in accordance with GAAP, practices and
      procedures at the time in effect and consistently applied or on a cash basis
      consistently applied;




(d)  ***Borrower
      Existence and Rights—*** do
      or
      cause to be done all things necessary or required to preserve and keep in full
      force and effect its company existence, rights, powers and franchises,
      including, without limitation, its authorization to do business in each
      Applicable State;




AMENDED
          AND RESTATED LOAN AND SECURITY AGREEMENT
 55





(e)  ***Compliance
      with Law*** *—* not
      be in
      violation of (i) any laws, ordinances, governmental rules and regulations
      to which it is subject, and to that end, Borrower shall not fail to obtain
      any
      licenses, permits, franchises or other governmental authorizations necessary
      to
      the ownership of its Properties or to the conduct of its business, which
      violation or failure to obtain might materially and adversely affect the
      business, prospects, profits, property or condition (financial or otherwise)
      of
      Borrower, including, without limitation, any zoning laws, land use, design
      controls, subdivision controls or Environmental Protection Laws applicable
      to
      its real property (including, without limitation, each Resort), (ii) any
      statutes, rules and regulations, whether now or hereafter in force, in any
      jurisdiction in which Borrower may make offers to sell or sales of Timeshare
      Interests relating to the right to do business in such jurisdiction in any
      material respect and (iii) any applicable federal, state or municipal
      statutes, rules and regulations relating to sales of Timeshare Interests and
      the
      manner of evidencing and financing the same to the end that all of the Contracts
      shall be valid, binding and legally enforceable in accordance with their
      respective terms subsequent to the assignment thereof to Lender in any material
      respect;




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




(g)  ***Indebtedness*** *—* not
      incur
      any Indebtedness for borrowed money secured by all or any Collateral, without
      Lenders’ prior written consent; provided , however, that in
      the event Borrower enters into a credit facility for borrowed money from any
      other senior lender providing indebtedness to Borrower, Borrower shall use
      its
      best efforts to provide to Lender an Intercreditor Agreement related to such
      credit facility and the collateral granted to such other senior lender related
      thereto.




(h)  ***Liens*** *—* (i)
      not
      allow any Liens or encumbrances whatsoever to attach to the Collateral other
      than the Liens and security interests of Lender created by the Security
      Documents, any Liens in favor of any Owner’s Association under a Declaration and
      the Permitted Exceptions set forth on Schedule 2 hereto
      and (ii) cause the Liens and security interests of Lender created by the
      Security Documents in and to the Collateral to continue to be valid,
      enforceable, first priority perfected Liens and security interests subject
      to no
      other Liens except as set forth in this Agreement or in any other Security
      Document or in Schedule 2 hereto;




(i)  ***Material
      Adverse Effect*** *—* not
      undertake any action that would have a Material Adverse Effect on the operation
      of any Resort or any of the Collateral; and




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




(k)  ***Assignment*** —not
      assign its interest in any Pledged Interval (other than sales of Timeshare
      Interests the ordinary course of Borrower’s business) or this Agreement or any
      interest herein or therein, or all of any part of any disbursements to be made
      hereunder, voluntarily, by operation of law or otherwise;




AMENDED
          AND RESTATED LOAN AND SECURITY AGREEMENT
 56




(l)  ***Sales*** —Borrower
      shall not intentionally or knowingly fail to offer for sale, or discourage
      the
      sale of, or not selling any of the Timeshare Interests at any Resort
      constituting Pledged Intervals; and




***7.3***  *Payment
      of Notes and Maintenance of Office*. Borrower
      shall punctually pay or cause to be paid the principal, interest and all other
      amounts to become due in respect of the Note or hereunder according to the
      terms
      thereof and hereof (all of the terms of the Note are hereby incorporated herein
      by reference). All payments hereunder or under the Note shall be made in
      accordance with the payment instructions set forth in Schedule 12 to this
      Agreement. Borrower shall maintain an office at 1221 River Bend Drive, Dallas,
      Texas 75247, where notices, presentations and demands in respect of this
      Agreement, the Note or any other Security Document or Loan Document may be
      made
      upon Borrower. Such offices shall be maintained at said address of Borrower
      until such time as Borrower shall so notify Lender, in writing, of any change
      of
      location of such offices. The Books and Records of Borrower shall be maintained
      at said address. Borrower shall not change its name without 30-day prior written
      notice to Lender.




***7.4***  **Sale
      of Properties**. Without
      the prior written consent of Lender, Borrower shall not sell, lease, transfer
      or
      otherwise dispose of any of the Collateral, *provided* that
      Borrower




(a)  may
      sell
      the unsold Timeshare Interests in the ordinary course of its business to
      unaffiliated consumers, and




(b)  may
      sell
      and dispose of (and receive the proceeds thereof) in the ordinary course of
      its
      business, free from any Lien created or contemplated by this Agreement, items
      of
      Collateral consisting of inventory;




and *provided
      further* that
      Borrower may sell Timeshare Notes, subject to the terms of this Agreement on
      the
      condition that all cash proceeds thereof not withheld or reserved be delivered
      to Lender and applied to the payment of the Loan.




**7.5** *Consolidation
      and Merger*. Without
      the prior written consent of Lender, which consent shall not be unreasonably
      withheld, Borrower shall not consolidate with or merge into any other Person
      or
      permit any other Person to consolidate with or merge into it unless Borrower
      is
      the surviving entity; provided , however ,
      that in
      the event Lender does not consent to such merger or consolidation and Borrower
      elects to close such transaction, Borrower shall have the right to refinance
      Lender and pay to Lender in cash in full all outstanding Obligations hereunder
      (including accrued and unpaid interest thereon), other than the prepayment
      fee
      described in Section
      2.3(c) hereof.




**7.6****Intentionally
      Deleted.**




AMENDED
          AND RESTATED LOAN AND SECURITY AGREEMENT
 57





**7.7****Intentionally
      Omitted****.**




**7.8****Compliance
      with Environmental Laws.** Borrower
      shall comply, and shall cause each Resort and all Pledged Intervals to be in
      compliance, with




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




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




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




to
      the
      extent that the failure to so comply could have a material and adverse effect
      on
      the business, prospects, profits, any Pledged Interval or condition (financial
      or otherwise) of Borrower or any Resort.




Without
      limiting the generality of the foregoing, Borrower shall not release or
      otherwise dispose of any Hazardous Substance or any other substance regulated,
      controlled or described as hazardous under any Environmental Protection Law
      on
      or beneath any real property owned, leased or otherwise used by Borrower or
      allow the same to occur with respect to any Resort in violation of any
      Environmental Protection Law; and no asbestos, urea formaldehyde foam,
      polychlorinated biphenyls, aluminum wire or lead-containing paint shall be
      installed or used on any such Pledged Interval or any Resort. Borrower shall
      not
      take or suffer to be taken any act or omission that would subject it or any
      Resort to liability under any Environmental Protection Law which liability
      could
      have a material and adverse effect on the business, prospects, profits, any
      Pledged Interval or condition (financial or otherwise) of Borrower or any
      Resort.




Lender
      shall have the right, but shall not be obligated, to notify any state, federal
      or local governmental authority of information which may come to its attention
      with respect to Hazardous Substances on or emanating from any Resort and
      Borrower irrevocably releases Lender from any claims of loss, damage, liability,
      expense or injury relating to or arising from, directly or indirectly, any
      such
      disclosure. Lender will notify Borrower prior to or contemporaneously with
      any
      action taken by Lender pursuant to this paragraph, *provided* that the
      failure by Lender to provide such notification shall not affect any action
      so
      taken.




Without
      limiting the scope and the effectiveness of the foregoing undertakings in this Section 7.8 ,
      Borrower agrees to indemnify and hold Lender harmless from and against any
      losses, liabilities, damages, claims, causes of action, costs or expenses
      (including, without limitation, attorneys’ fees and disbursements), arising
      from, incurred by, or asserted against, Lender in connection with any cleanup,
      removal or similar protective or remedial action that may be required or
      undertaken by any governmental authority as a result of the presence of any
      Hazardous Substances at any Resort, the release of any other Hazardous Substance
      on or from any Resort or the generation, treatment, storage, handling or
      disposal of any Hazardous Substances on or from any Resort (unless such
      presence, release, generation, treatment, storage, handling or disposal is
      directly caused by Lender or by any agent of Lender acting under Lender’s direct
      orders). The liability of Borrower to Lender under this paragraph shall survive
      any assignment, transfer, discharge or foreclosure of any Mortgage or any
      transfer of any Pledged Interval (or any portion thereof) by deed in lieu of
      foreclosure or otherwise, and any one or more transfers of Pledged Intervals
      or
      any Resort (or any portion thereof) by deed or otherwise, by whosoever
      made.




AMENDED
          AND RESTATED LOAN AND SECURITY AGREEMENT
 58





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




***7.9***  **Transactions
      with Affiliates; Principal Properties.** Borrower
      shall not enter into any transaction including, without limitation, the
      purchase, sale or exchange of real or personal property of the Borrower or
      the
      rendering of any service with any Affiliate of Borrower or any Executive
      Management Member (i) except in the ordinary course of, and pursuant to the
      reasonable requirements of, Borrower’s business and upon fair and reasonable
      terms no less favorable to Borrower than would be obtained in a comparable
      arm’s-length transaction with a Person not an Affiliate, and (ii) provided such
      transaction will not constitute, or will not reasonably be expected to
      constitute, a Material Adverse Effect.




**7.10****Use
      of
      Lender Name.** Borrower
      shall not, nor shall it permit any Affiliate to, without the prior written
      consent of Lender, use the name of Lender or the name of any affiliate of Lender
      in connection with any of its respective businesses or activities, except in
      connection with internal business matters and as required in dealings with
      governmental agencies or as may be required by law.




**7.11****Intentionally
      Deleted.**




**7.12Notice
      of
      Legal Proceedings.** Promptly
      upon becoming aware of the existence thereof, Borrower shall deliver to Lender
      written notification of the institution of any litigation, legal proceeding
      or
      dispute with any Person, entity or governmental authority in any way involving
      Borrower, any Pledged Interval, any Resort, the Collateral or any of Borrower’s
      other assets as to which there is a reasonable possibility of an adverse
      determination and that, if adversely determined, would materially adversely
      affect Borrower, any Pledged Interval, any Resort, the Collateral or any of
      Borrower’s other assets.




AMENDED
          AND RESTATED LOAN AND SECURITY AGREEMENT
 59





*7.13Further
      Assurances.* Borrower
      shall from time to time execute and deliver to Lender such other instruments,
      certificates and documents and shall take such other action and do all other
      things as may from time to time be reasonably requested by Lender in order
      to
      implement or effectuate the provisions of, or more fully perfect the rights
      granted or intended to be granted by Borrower to Lender pursuant to the terms
      of, this Agreement, the Note or any other Security Document. Borrower agrees,
      in
      its capacity as Declarant (to the extent permitted by Applicable Law, any
      Declaration, and any Owner’s Association’s By-Laws), to cause the applicable
      Owner’s Association to take such action and to do all other things as may from
      time to time be reasonably requested by Lender in order to implement or
      effectuate the provisions of this Agreement and the other Security
      Documents.




*7.14Financial
      Statements.* Borrower
      shall submit to Lender the following:




(a)  ***Annual
      Statements—*** As
      soon
      as practicable after the end of each fiscal year of Borrower, and in any event
      no later than 90 days thereafter, duplicate copies of:




(i)  a
      consolidated balance sheet of Borrower and its subsidiaries and affiliates
      as at
      the end of such fiscal year, and




(ii)  a
      consolidated statement of income of Borrower and its subsidiaries and affiliates
      for such fiscal year and an annual sales report for all Pledged Intervals,
      and




(iii)  a
      consolidated statement of changes in cash flows of Borrower and its subsidiaries
      and affiliates during such fiscal year,




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




(v)  notes
      to
      such financial statements.




Each
      of
      the above shall have been audited and prepared in accordance with GAAP by an
      independent certified public accounting firm, selected by Borrower and
      acceptable to Lender, in reasonable detail and shall set forth, in each case,
      in
      comparative form the figures for the previous fiscal year, and shall be
      certified as complete and correct by an officer or member of Borrower. The
      above
      financial statements shall be accompanied by a certificate of an officer or
      member of Borrower, which certificate shall be acceptable to Lender and shall,
      without qualification, state that such financial statements fairly present
      the
      financial condition of Borrower and have been prepared consistently with past
      practices. In addition, Borrower shall, within one hundred twenty (120) days
      of
      the end of the fiscal year deliver to Lender similar annual financial statements
      for the Silverleaf Club and the Orlando Breeze Resort Club.




In
      the
      event that the aforesaid annual financial statements are not in form and content
      satisfactory to Lender, in its sole determination, Borrower shall, within 90
      days of the receipt of Lender’s written request therefor, deliver to Lender
      duplicate copies of the aforesaid financial statements together with an
      unqualified opinion thereon of an independent certified public accounting firm,
      selected by Borrower and satisfactory to Lender, which opinion shall state
      that
      such financial statements present fairly the financial condition of Borrower
      have been prepared in accordance with generally accepted accounting principles,
      procedures and practices consistently applied (except for changes in application
      in which such accountants concur) and that the examination of such financial
      statements by such accountants has been made in accordance with generally
      accepted auditing standards, and accordingly included such tests of the
      accounting records and such other auditing procedures as were considered
      necessary in the circumstances. The aforesaid audited financial statements
      shall
      be in form and content satisfactory to Lender.




AMENDED
          AND RESTATED LOAN AND SECURITY AGREEMENT
 60





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




(i)  a
      consolidated balance sheet of Borrower as at the end of such calendar
      month,




(ii)  a
      consolidated statement of income of Borrower for such calendar
      month,




(iii)  a
      consolidated statement of changes in cash flows of Borrower during such calendar
      month,




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




(v)  a
      Borrowing Base Certificate, and




(vi)  such
      other requests, statements, operation audits or other information as Lender
      may
      request from time to time.




Each
      of
      the above shall have been internally prepared in reasonable detail and in
      accordance with GAAP and shall be in form and substance acceptable to Lender,
      subject to changes resulting from year-end adjustments, and shall set forth
      in
      each case in comparative form the figures for the corresponding periods in
      the
      immediately preceding fiscal year, and shall be certified as complete and
      correct by an officer or member of Borrower.




(c)  ***Notice
      of Pending Litigation—*** Within
      thirty (30) days after the end of each calendar quarter, a statement of any
      litigation or legal action pending or threatened against Borrower, Silverleaf
      Club, Orlando Beach Resort Club or any Owner’s Association, in which the
      disputed amount or potential damages are greater that $50,000 individually,
      or
      $100,000 in the aggregate.




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




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




AMENDED
          AND RESTATED LOAN AND SECURITY AGREEMENT
 61





(f)  ***Material
      Adverse Developments—*** Immediately
      upon becoming aware of any development or other information which may materially
      and adversely affect any Collateral, business, prospects, profits or condition
      (financial or otherwise) of Borrower or the ability of Borrower to perform
      its
      obligations under this Agreement, the Note or the other Security Documents,
      telephonic, telefax or telegraphic notice specifying the nature of such
      development or information and the anticipated effect.




(g)  ***Financial
      Information—*** As
      promptly as possible after the receipt thereof, all financial statements,
      budgets and other information distributed by the Silverleaf Club and Orlando
      Breeze Resort Club. Borrower, as Declarant or otherwise, shall cause (or use
      its
      best efforts to cause, if not Declarant) the Silverleaf Club and Orlando Breeze
      Resort Club to prepare annual financial statements and an annual budget, and
      shall thereafter immediately deliver the same to Lender.




(h)  ***Sales
      Information—*** On
      or
      before the 15th day of each month, a report in a form and substance satisfactory
      to Lender showing the previous month’s reservations and sales of, and
      cancellations of reservations and sales of Timeshare Interests at each
      Resort.




(i)  ***Review
      Meeting*** —If
      requested by Lender, Borrower shall be available in person or via teleconference
      on a quarterly basis for a review meeting regarding the status of sales of
      Timeshare Interests.




(j)  ***Inventory
      Report*** —On
      or
      before the thirtieth (30 th )
      day
      following the end of each calendar quarter, an inventory report acceptable
      to
      Lender which sets forth each Additional Resort, the Borrower’s cost basis for
      all Pledged Intervals, and the actual sales price for Pledged Intervals released
      by Lender and sold by Borrower during such calendar quarter, identified by
      Resort, location, type of Timeshare Interest and season.




(k)  ***Requested
      Information—*** With
      reasonable promptness, such other data and information as from time to time
      may
      be reasonably requested by Lender.




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




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




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




AMENDED
          AND RESTATED LOAN AND SECURITY AGREEMENT
 62





*7.16Inspection.* Borrower
      shall permit Lender or its representatives to make such inspections/audits
      or
      appraisals of its books, accounts, records, orders, original correspondence
      and
      such other papers as it may desire and of its premises, each Resort, any Pledged
      Interval and the other Collateral, from time to time, as Lender may in its
      sole
      discretion determine. Borrower shall supply copies of such records and papers
      as
      Lender may reasonably request, and shall permit Lender to discuss Borrower’s
      affairs, finances and accounts with Borrower’s officers, employees and
      independent public accountants (and by this provision Borrower hereby authorizes
      said accountants to discuss with Lender the finances and affairs of Borrower),
      all at reasonable times and as often as may be desired by Lender. Borrower
      further agrees to supply Lender with such other reasonable information relating
      to Borrower and the Collateral as Lender may request. With respect to any
      inspections, audits and/or appraisals referred to in this Section 7.16 ,
      Borrower shall pay for all out-of-pocket costs and expenses incurred by Lender
      (including, without limitation, travel expenses, but excluding salaries of
      employees of Lender) and shall promptly reimburse Lender therefor upon receipt
      by Borrower of a written demand therefor from Lender.




**7.17****Sales****.** The
      Sales and Marketing Program shall at all times be acceptable to Lender in its
      Permitted Discretion.




**7.18****Minimum
      Tangible Net Worth****.** Borrower
      shall at all times maintain a minimum Tangible Net Worth in an amount not less
      than (i) $100,000,000 as of December 31, 2004, and (ii) $100,000,000, plus
      fifty percent (50%) of Borrower’s quarterly Consolidated Net Income for each
      calendar quarter thereafter.




**7.19****Leverage
      Ratio****.** Borrower
      shall maintain a Leverage Ratio of not greater than 6.0 to 1.0 at all times
      during the term of the Loan.




**7.20****Minimum
      Net Income****.** As of
      the last day of each calendar quarter, for the four (4) calendar quarter period
      ending on such date, Borrower and its subsidiaries shall have, on a consolidated
      basis, a Net Income of not less than $1.00.




**7.21****Consolidated
      Net Income****.** Borrower
      and its subsidiaries shall not have a Consolidated Net Income, of less than
      $0.00 for any two (2) consecutive fiscal quarters.




**7.22****Maximum
      Delinquency****.** Borrower
      will not permit as of the last day of each calendar month, for the immediately
      preceding twelve (12) calendar months, on a rolling twelve (12) month basis,
      its
      over 30-day delinquency rate on its entire Notes Receivable (as defined in
      the
      Receivables Loan Agreement) portfolio serviced by Borrower (including, without
      limitation, all Pledged Notes Receivable pledged to Lender thereunder and all
      Notes Receivable pledged pursuant to any of Borrower’s other loan facilities to
      be greater than ten percent (10%).




AMENDED
          AND RESTATED LOAN AND SECURITY AGREEMENT
 63





**7.23****Marketing
      and Sales Expenses****.** As of
      the last day of each fiscal quarter, Borrower will not permit the four quarter
      cumulative ratio of Sales and Marketing Costs to the Borrower’s net proceeds
      from the sale of Timeshare Interests as recorded on the Borrower’s financial
      statements for the immediately preceding four (4) consecutive fiscal quarters of
      the Borrower to equal or exceed a ratio of .550 to 1; provided , however ,
      that
      notwithstanding the foregoing, in the event that Borrower delivers written
      evidence satisfactory to Lender that the ratio in this Section 7.23 is no
      longer required to be tested under the Textron Facility the covenant contained
      in this Section 7.23 shall no
      longer be required.




*7.24Debt
      Service Coverage Ratio* ***.***
      Borrower shall maintain as of the last day of any fiscal quarter a Debt Service
      Coverage Ratio of not less than 1.25 to 1.00 for the period of four consecutive
      fiscal quarters then ended on such day.




**7.25Textron
      Facility, Resort Funding Facility Facility, and Wells Fargo Foothill
      Facility** ***.***
      Borrower will comply with each of the terms and conditions of the Textron
      Facility, the Resort Funding Facility and the Wells Fargo Foothill Facility
      and
      will promptly deliver to Lender, upon receipt by Borrower, copies of any notices
      received by Borrower in connection with any of the foregoing credit
      facilities.




**7.26Maintaining
      Affiliation with Exchange Companies** ***.***
      Following the date hereof and thereafter until Borrower has paid to Lender
      all
      sums due under this Agreement and all documents delivered pursuant hereto,
      Borrower shall cause each Resort and the Silverleaf Club to maintain in good
      standing its membership with RCI or other major internationally recognized
      timeshare exchange company acceptable to Lender with its corporate headquarters
      in the United States.




**7.27****Sales****.** Borrower
      shall not sell more than fifty-two (52) Timeshare Interests in any Timeshare
      Unit.




**8.**
            **EVENTS
                OF DEFAULT**




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




(a)  ***Payments—*** (i)
      failure to make any payment of interest on the Note on or before the due date
      thereof; (ii) failure to make any payment of principal of the Note on or before
      the due date thereof; or (iii) failure to make any other payment required
      pursuant to the terms of this Agreement, the Note or any other Loan Document
      on
      or before the due date thereof and any such failure remains uncured for three
      (3) calendar days after Lender has provided Borrower with written or verbal
      notice thereof; or




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




AMENDED
          AND RESTATED LOAN AND SECURITY AGREEMENT
 64





(c)  ***Other
      Covenants*** *—* (i) the
      failure by Borrower to comply with any covenant or agreement relating to such
      Person contained in this Agreement or any other Loan Document (other than with
      respect to the failure to make timely payments in respect of the Loan as
      provided in Section
      8.1(a) hereof
      or a violation of the covenants and agreements set forth in Sections 7.2(g) , (h) ,
      or (k) ,
      or Sections 7.4 , 7.5 , 7.9 , 7.16 , 7.18 , 7.19 , 7.20 , 7.21 , 7.22 , 7.23 and 7.24 hereof,
      for which there shall be no cure period) and, such failure shall continue for
      fifteen (15) days after notice of such failure is provided by Lender, or (ii)
      the failure by Borrower to comply with any covenant, or agreement, or violation
      of any of the covenants set forth in Sections 7.2(g) , (h) or (k) ,
      or Sections 7.4 , 7.5 , 7.9 , 7.16 , 7.18 , 7.19 , 7.20 , 7.21 , 7.22 , 7.23 and 7.24 ;
      or




(d)  ***Material
      Adverse Change*** *—* any
      material adverse change in or in respect of any Collateral (including, without
      limitation, the termination of any applicable timeshare or condominium regime
      whether by consent of the Timeshare Unit owners or Timeshare Interest owners
      or
      otherwise, any modification or amendment to any Declaration which shall, in
      the
      reasonable opinion of Lender, adversely affect any Collateral or the operations
      or prospects of any Resort, or the substantial destruction of any Pledged
      Interval) or in the financial condition of Borrower; or




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




(f)  ***Judgment*** *—* final
      judgment or judgments for the payment of money, the aggregate of which exceeds
      $50,000, shall be outstanding against Borrower and any of such judgments shall
      have been outstanding for more than 30 days from the date of its entry and
      shall
      not have been discharged in full, bonded against or stayed; or




(g)  ***Default
      in Lender Agreements*** *—* any
      default (after giving effect to the expiration of any applicable grace periods)
      under, and as defined in, any other agreement, now existing or hereafter entered
      into, between Borrower and Lender or any affiliate of Lender; or




(h)  ***Default
      by Borrower in Other Agreements*** *—* any
      default by Borrower in the payment of material indebtedness for borrowed money;
      or any other default under such indebtedness which accelerates or permits the
      acceleration (after the giving of notice or passage of time, or both) of the
      maturity of such indebtedness, whether or not such default has been waived
      by
      the holder of such indebtedness; provided, however that Borrower shall not
      be in
      default pursuant to this paragraph 8.1(h) with respect to any securitization
      transaction in which Borrower serves as a “servicer” rather than as a “borrower”
or “issuer”, and an event of default in such securitization transaction does not
      result in any recourse against or direct financial liability to
      Borrower.




AMENDED
          AND RESTATED LOAN AND SECURITY AGREEMENT
 65




(i)  ***Suspension
      of Sales*** *—* Borrower
      has received a Suspension of Sales Order or Sanction with respect to all of
      its
      Resorts and such Suspension of Sales Order or Sanction shall have been
      outstanding for more than 60 days from the date of its entry and shall not
      have
      been discharged in full or stayed by appeal, bond or otherwise; or




(j)  ***Abandonment*** —Borrower
      abandons any Resort or any of the Pledged Intervals;




(k)  ***Liquidation,
      Etc.*** —the
      liquidation, termination, dissolution, merger, consolidation or failure to
      maintain good standing in any Applicable State or the state of its formation
      (or
      in the case of an individual, the death or legal incapacity) of Borrower or
      any
      Person obligated to pay any part of the Obligations; or




(l)  ***Other
      Defaults*** —any
      material default shall occur in any of the covenants or Obligations set forth
      in
      any of the Loan Documents, or any other default or event of default occurs
      in
      connection with any other loans or financing arrangements that Borrower, or
      any
      of their Affiliates may have with Lender, including but not limited to the
      Receivables Loan.




**8.2****Default
      Remedies.** ****




(a)  ***Acceleration
      of Obligations; Right To Dispose of Collateral*** **.**
      If an Event of Default under Section 8.1(e) of this
      Agreement shall occur, then the Obligations shall, automatically and without
      notice or demand by Lender, become at once due and payable, and Borrower will
      forthwith pay to Lender, in addition to any and all sums and charges otherwise
      due in respect of the Obligations and the entire principal of and interest
      accrued on the Note (calculated as of the date of such acceleration). If any
      other Event of Default shall occur, all of the Obligations shall, at the option
      of Lender, and without notice or demand by Lender, become at once due and
      payable, and Borrower will forthwith pay all sums and charges otherwise due
      in
      respect of the Obligations and the entire principal of and interest accrued
      on
      the Note (calculated as of the date of such acceleration). Lender shall have
      all
      the rights and remedies of a secured party under the Maryland or the Applicable
      State Uniform Commercial Code, all the rights and remedies under each Mortgage
      and all other legal and equitable rights to which it may be entitled, including,
      without limitation and without further notice to Borrower, the right to collect
      and/or continue to collect all payments being made or to be made on the
      Contracts and to apply such payments to the Obligations and to sue in its own
      name (or the name of Borrower) the Purchaser or purchaser under any Contract.
      Lender shall also have the right to require Borrower to assemble the Collateral,
      at Borrower’s expense, and make it available to Lender at a place to be
      designated by Lender, which is reasonably convenient to both parties, and Lender
      shall have the right to take immediate possession of the Collateral and may
      enter any of the premises of Borrower or wherever the Collateral shall be
      located, in accordance with Applicable Law, and to keep and store the same
      on
      said premises until sold (and if said premises be the property of Borrower,
      Borrower agrees not to charge Lender for storage thereof for a period of at
      least 90 days after sale or disposition of such Collateral). Borrower and Lender
      agree that 10 days’ notice to Borrower of any public or private sale or other
      disposition of Collateral shall be reasonable notice thereof and such sale
      shall
      be at such location(s) as Lender shall designate in said notice. Lender shall
      have the right to bid at any such sale on its own behalf.




AMENDED
          AND RESTATED LOAN AND SECURITY AGREEMENT
 66





In
      view
      of the fact that federal and state securities laws may impose certain
      restrictions on the methods by which a sale of Collateral, if comprised of
      Securities, may be effected after an Event of Default, Borrower agrees that,
      upon the occurrence and continuance or existence of an Event of Default, Lender
      may, from time to time, attempt to sell all or any part of such Collateral
      by
      means of a private placement restricting the bidding and prospective purchasers
      to those who will represent and agree that they are purchasing for investment
      only and not for, or with a view to, distribution. In so doing, and without
      limiting any other means of private placement, Lender may solicit offers to
      buy
      such Collateral, or any part of it for cash, from a limited number of investors
      deemed by Lender, in its reasonable judgment, to be responsible parties who
      might be interested in purchasing the Collateral, and if Lender solicits such
      offers from not less than 4 such investors (and otherwise acts in good faith),
      then the acceptance by Lender of the highest offer obtained therefrom shall
      be
      deemed to be a commercially reasonable method of disposition of such
      Collateral.




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




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




*First* ,
      to the
      payment of




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




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




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




AMENDED
          AND RESTATED LOAN AND SECURITY AGREEMENT
 67





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




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




*Fourth* ,
      to the
      payment of the principal amount of the Loan, and




*Fifth* ,
      to all
      other Obligations, and




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




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




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




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




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




AMENDED
          AND RESTATED LOAN AND SECURITY AGREEMENT
 68




**9.**
            **REVIVAL
                OF OBLIGATIONS AND LIENS**




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




**10.**
            **MISCELLANEOUS**




*10.1Governing
      Law* ***.***
      This Agreement and all transactions, assignments and transfers hereunder, and
      all the rights of the parties hereto shall be governed as to the validity,
      construction, enforcement and in all other respects by the internal laws of
      the
      State of Maryland; provided, however, that the perfection and enforcement of
      any
      security interest granted to Lender hereunder shall be governed by the laws
      of
      the State where the Collateral is located. To the extent any provision of this
      Agreement is not enforceable under Applicable Law, such provision shall be
      deemed null and void and shall have no effect on the remaining portions of
      this
      Agreement.




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




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




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




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




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




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




AMENDED
          AND RESTATED LOAN AND SECURITY AGREEMENT
 69





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




*10.3Parties,
      Successors and Assign*




This
      Agreement and the Loan Documents shall inure to the benefit of Lender,
      Transferees and all future holders of any Note, the Obligations and/or any
      of
      the Collateral, and each of their respective successors and assigns. This
      Agreement and each Loan Document shall be binding upon the Persons other than
      Lender that are parties thereto and their respective successors and assigns,
      and
      no such Person may assign, delegate or transfer any Loan Document or any of
      its
      rights or obligations thereunder without the prior written consent of Lender.
      No
      rights are intended to be created under this Agreement or any Loan Document
      for
      the benefit of any third party donee, creditor or incidental beneficiary of
      Borrower. Nothing contained in this Agreement or any Loan Document shall be
      construed as a delegation to Lender of any other Person’s duty of performance.
      BORROWER ACKNOWLEDGES AND AGREES THAT LENDER
      AT
      ANY TIME AFTER THE CLOSING DATE MAY (I) DIVIDE AND RESTATE ANY NOTE, AND/OR
      (II)
      SELL, ASSIGN OR GRANT PARTICIPATING INTERESTS IN OR TRANSFER ALL OR ANY PART
      OF
      ITS RIGHTS OR OBLIGATIONS UNDER ANY LOAN DOCUMENT, NOTE, THE OBLIGATIONS AND/OR
      THE COLLATERAL TO OTHER PERSONS (EACH SUCH TRANSFEREE, ASSIGNEE OR PURCHASER,
      A
“ TRANSFEREE ”) .
      Each
      Transferee shall have all of the rights and benefits with respect to the
      Obligations, Note, Collateral, this Agreement and/or Loan Documents held by
      it
      as fully as if the original holder thereof, and either Lender or any Transferee
      may be designated as the sole agent to manage the transactions and obligations
      contemplated therein; provided that, notwithstanding anything to the contrary
      in
      this Agreement or any Loan Document, Borrower shall not be obligated to pay
      under this Agreement to any Transferee any sum in excess of the sum which
      Borrower would have been obligated to pay to Lender had such participation,
      sale, assignment or transfer not been effected. Notwithstanding any other
      provision of this Agreement or any Loan Document, Lender may disclose to any
      Transferee all information, reports, financial statements, certificates and
      documents obtained under any provision of this Agreement or any Loan
      Document.




*10.4Notices.* All
      notices or demands by either party to the other relating to this Agreement
      shall, except as otherwise provided herein (including, without limitation, Section 8.1(a) ),
      be in
      writing and (i) sent by certified or registered United States mail, first
      class postage prepaid and return receipt requested, or (ii) by a nationally
      recognized overnight courier service with all delivery fees prepaid, or (iii)
      by
      facsimile or other electronic transmission (including e-mail). Notices shall
      be
      deemed received (a) on the 4th succeeding Business Day following deposit in
      the United States mail, certified or registered and first class postage prepaid
      and return receipt requested, or (b) upon delivery if sent by nationally
      recognized overnight courier with all delivery fees prepaid, or (c) if
      transmitted by facsimile, when properly transmitted, upon receipt of
      confirmation of transmission by the transmitter (except that, if such notice
      or
      other communication is not given during normal business hours for the recipient,
      such notice or other communication shall be deemed received at the opening
      of
      business the next Business Day of the recipient), or (d) if transmitted by
      other electronic transmission, when properly transmitted, upon the sender’s
      receipt of an acknowledgement from the intended recipient (such as by the
“return receipt requested” function, return e-mail or other written
      acknowledgement), provided that, if
      such notice or other communication is not given during normal business hours
      for
      the recipient, such notice or other communication shall be deemed to have been
      received at the opening of business on the next Business Day for the recipient.
      Notices and demands shall be addressed, if to Borrower, at the mailing address
      or facsimile or other electronic address set forth on Schedule 13 to this
      Agreement or to such other address as Borrower may from time to time specify
      in
      writing or, if to Lender, at the mailing address or facsimile or other
      electronic address of Lender set forth on Schedule 14 hereto
      or to such other address as Lender may from time to time specify in writing
      to
      Borrower.




AMENDED
          AND RESTATED LOAN AND SECURITY AGREEMENT
 70




*10.5Total
      Agreement.* This
      Agreement, including the Exhibits, the Schedules and the other agreements
      referred to herein, is the entire agreement between the parties hereto relating
      to the subject matter hereof, incorporates or rescinds all prior agreements
      and
      understandings between the parties hereto relating to the subject matter hereof,
      and may not be changed or terminated orally or by course of conduct. This
      Agreement may be modified or changed only in a writing executed by both Lender
      and Borrower. The failure or delay of Lender to exercise or enforce any rights,
      Liens, powers, remedies, conditions or other terms hereunder or under any other
      agreement or instrument executed in connection herewith shall not operate as
      a
      waiver of any such rights, Liens, powers, remedies, conditions or other
      terms.




*10.6Survival.* All
      warranties, representations and covenants made by Borrower herein or in any
      certificate or other instrument delivered by it or on its behalf under this
      Agreement shall be considered to have been relied upon by Lender and shall
      survive the delivery to Lender of the Note regardless of any investigation
      made
      by Lender or on its behalf. All statements in any such certificate or other
      instrument shall constitute warranties and representations by Borrower
      hereunder.




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




**BORROWER
      AND LENDER HEREBY AGREE THAT THE FOLLOWING COURTS:**




**STATE
      COURT: DISTRICT COURT FOR THE DISTRICT SITTING IN MONTGOMERY COUNTY,
      MARYLAND;**




AMENDED
          AND RESTATED LOAN AND SECURITY AGREEMENT
 71





**FEDERAL
      COURT: UNITED STATES DISTRICT COURT FOR THE DISTRICT SITTING IN MONTGOMERY
      COUNTY, MARYLAND,**




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




**THE
      STIPULATIONS OF BORROWER AND LENDER IN THIS SECTION 10.7 SHALL SURVIVE THE
      FINAL PAYMENT OF ALL OF THE OBLIGATIONS OF BORROWER AND THE RESULTING
      TERMINATION OF THIS AGREEMENT.**




*10.8Power
      of
      Attorney; Substitution.* Borrower
      hereby makes, constitutes and appoints Lender the true and lawful agent and
      attorney-in-fact of Borrower, with full power of substitution, (a) during
      the existence of any Event of Default, to receive, open and dispose of all
      mail
      addressed to Borrower relating to the Collateral; (b) during the existence
      of any Event of Default, to open all such mail and remove therefrom any notes,
      checks, acceptances, drafts, money orders or other instruments constituting
      Collateral, with full power to endorse the name of Borrower upon any such notes,
      checks, acceptances, drafts, money orders, instruments or other documents,
      and
      to effect the deposit and collection thereof, and Lender shall have the further
      right and power to endorse the name of Borrower on any documents relating to
      the
      Collateral; (c) to execute on behalf of Borrower assignments, notices of
      assignment, financing statements and other public records and notices in respect
      of the Collateral; (d) during the existence of any Event of Default, to
      notify Purchasers to make all payments thereunder directly to Lender at an
      address to be designated by Lender and to execute and send other notices to
      such
      Purchasers and obligors as Lender may deem necessary in order to protect and/or
      collect the same; and (e) to do any and all things necessary or take action
      in the name and on behalf of Borrower to carry out the intent of this Agreement,
      including, without limitation, the grant of the security interest provided
      herein and to perfect and protect the security interest granted to Lender with
      respect to the Collateral and Lender’s rights created under this Agreement, to
      act on behalf of Borrower in connection with obtaining funds from any Escrow
      Account, if applicable, and to endorse any checks or other instruments of
      payment in respect of any payment, performance or other surety bond made payable
      to Borrower or to Borrower and Lender jointly.




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




AMENDED
          AND RESTATED LOAN AND SECURITY AGREEMENT
 72





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




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




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




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




**10.13****Indemnity****.**




(a)  Notwithstanding
      and without limiting any other provisions of this Agreement or the other Loan
      Documents, Borrower
      shall indemnify Lender and its affiliates and their respective managers,
      members, officers, employees, affiliates, agents, representatives, successors,
      assigns, accountants and attorneys (collectively, the “ **Indemnified
      Persons** ”)
      from
      and against any and all liabilities, obligations, losses, damages, penalties,
      actions, judgments, suits, costs, expenses and disbursements of any kind or
      nature whatsoever (including, without limitation, reasonable fees and
      disbursements of counsel and in-house documentation and diligence fees and
      legal
      expenses) which may be imposed on, incurred by or asserted against any
      Indemnified Person with respect to or arising out of any willful
      misrepresentation made hereunder, any acts of fraud by Borrower, any Affiliate
      of Borrower or any party acting on their behalf, misappropriation of funds
      by
      Borrower, any Affiliate of Borrower or any party acting on their behalf, theft
      by Borrower, any Affiliate of Borrower or any party acting on their behalf,
      disposition of the Collateral by Borrower, any Affiliate of Borrower or any
      party acting on their behalf, any unauthorized Change in Management, or in
      any
      litigation, proceeding or investigation instituted or conducted by any Person
      with respect to any aspect of, or any transaction contemplated by or referred
      to
      in, or any matter related to, any Security Document or any agreement, document
      or transaction contemplated thereby, whether or not such Indemnified Person
      is a
      party thereto, except to the extent that any of the foregoing arises out of
      the
      gross negligence or willful misconduct of such Indemnified Person. Lender agrees
      to give Borrower reasonable notice of any event of which Lender becomes aware
      for which indemnification may be required under this Section 10.14, and Lender
      may elect (but is not obligated) to direct the defense thereof; provided ,
      that
      the selection of counsel shall be subject to Borrower’s consent, which consent
      shall not be unreasonably withheld or delayed. Any Indemnified Person may,
      in
      its reasonable discretion, take such actions as it deems necessary and
      appropriate to investigate, defend or settle any event or take other remedial
      or
      corrective actions with respect thereto as may be necessary for the protection
      of such Indemnified Person or the Collateral.




AMENDED
          AND RESTATED LOAN AND SECURITY AGREEMENT
 73





(b)  Borrower
      agrees to indemnify, defend and hold Lender free and harmless from and against
      any and all losses, damages, costs and expenses that Lender may suffer as a
      result of claims made or suits brought by any broker, finder, agent, sales
      person or similar individual or entity (a “ **Broker** ”)
      who
      shall claim to have introduced Borrower to this transaction or who shall claim
      that he or it negotiated or had discussions with Lender with Borrower’s
      authority with respect to this transaction. Lender is not obligated to pay
      and
      has not entered into any agreement to pay any brokerage fee to any Broker with
      respect to the transactions contemplated by this Agreement. Lender represents
      and warrants to Borrower that Lender has not engaged any real estate broker,
      finder, agent, sales person, employee or any other individual and/or entity
      related to this transaction who is entitled to a commission, finder’s fee or
      remuneration of any kind.




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




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




**10.16****Certain
      Waivers****.**  Except as
      expressly provided for herein, Borrower hereby waives (a) demand, presentment,
      protest, all defenses and (b) any
      rights of rescission, setoff, counterclaim or defense to payment with
      respect to any and all instruments and all notices and demands of any
      description, and the pleading of any statute of limitations as a defense to
      any
      demand under any Loan Document.




AMENDED
          AND RESTATED LOAN AND SECURITY AGREEMENT
 74





**10.17****Confidentiality
      and Publicity****.** Borrower
      agrees, and agrees to cause each of its Affiliates, (i) not to transmit or
      disclose provision of any Loan Document to any Person (other than to Borrower’s
      advisors and officers on a need-to-know basis) without Lender’s prior written
      consent, (ii) to inform all Persons of the confidential nature of the Loan
      Documents and to direct them not to disclose the same to any other Person and
      to
      require each of them to be bound by these provisions. Lender reserves the right
      to review and approve all materials that Borrower or any of its Affiliates
      prepares that contain Lender’s name or describe or refer to any Loan Document,
      any of the terms thereof or any of the transactions contemplated thereby.
      Borrower shall not, and shall not permit any of its Affiliates to, use Lender’s
      name (or the name of any of Lender’s Affiliates) in connection with any of its
      business operations. Nothing contained in any Loan Document is intended to
      permit or authorize Borrower or any of its Affiliates to contract on behalf
      of
      Lender. Further, Borrower hereby agrees that Lender or any Affiliate of Lender
      may (i) disclose a general description of transactions arising under the Loan
      Documents for advertising, marketing or other similar purposes and (ii) use
      Borrower’s name, logo or other indicia germane to such party in connection with
      such advertising, marketing or other similar purposes.




**10.18****Amendment
      and Restatement****.** This
      Agreement is given in amendment, consolidation, restatement, renewal and
      extension (but not in novation, extinguishment or satisfaction) of the Original
      Agreement and the promissory notes issued in connection therewith. All Liens
      securing payment of the obligations under the Original Agreement are hereby
      collectively renewed, extended, rearranged, ratified and brought forward as
      security for the payment and performance of the Obligations. With respect to
      matters relating to the period prior to the date hereof, all of the provisions
      of the Original Agreement and the promissory notes, security agreements and
      other documents, instruments or agreements executed in connection therewith
      are
      hereby ratified and confirmed and shall remain in force and effect.




**10.19****Agency****.** If any
      of the Obligations are held at any time by any party other than CapitalSource
      Finance LLC, then each Lender and its successors and assigns hereby (i)
      designates and appoints CapitalSource Finance LLC, a Delaware limited liability
      company, and its successors and assigns (“ CapitalSource ”),
      to
      act as agent and servicer for Lender and its successors and assigns under this
      Agreement and all other Loan Documents, (ii) irrevocably authorizes
      CapitalSource to take all actions on its behalf under the provisions of this
      Loan Agreement and all other Loan Documents, (iii) irrevocably authorizes
      CapitalSource to exercise all such powers and rights, and to perform all such
      duties and obligations hereunder and thereunder, (iv) irrevocably agrees not
      to
      take any such action or exercise any such powers or rights individually or
      otherwise other than through CapitalSource in its capacity as agent hereunder
      and (v) agrees that any right to control or replace CapitalSource in its
      capacity as such agent shall be exercised by at least a majority in interest
      of
      the holders of the Obligations. CapitalSource, on behalf of and for the pro
      rata
      benefit of each of the holders of the Obligations, shall hold all Collateral
      and
      receive all payments of principal and interest, fees, charges and collections
      received pursuant to this Agreement and all other Loan Documents. Borrower
      acknowledges that each Lender and its successors and assigns transfers and
      assigns to CapitalSource the sole and exclusive right to act as Lender's agent,
      to hold, possess and/or prefect security interests in all Collateral, enforce
      all rights, receive all payments and perform all obligations of each Lender
      contained herein and in all of the other Loan Documents. Borrower shall within
      ten (10) Business Days after CapitalSource’s reasonable request, take such
      further actions, obtain such consents and approvals and duly execute and deliver
      such further agreements, amendments, assignments, instructions or documents
      as
      CapitalSource may request to further evidence the appointment and designation
      of
      CapitalSource as agent for each Lender and any other holders of the
      Obligations.




AMENDED
          AND RESTATED LOAN AND SECURITY AGREEMENT
 75





**10.20****Treatment
      of Fees****.** The
      parties hereto agree that all fees due and payable by the Borrower under this
      Agreement, including, without limitation, pursuant to Sections
      2.5 and 2.7 hereof,
      shall be deemed to be and shall be treated as interest in respect of the
      outstanding principal amount of the Loan; provided , however ,
      that
      nothing in this Section
      10.20 shall in
      any way modify or reduce the obligations of the Borrower under Section
      2.2(f) of this
      Agreement.






**[Remainder
      of page intentionally left blank.**


**Next
      page is signature page.]**


AMENDED
          AND RESTATED LOAN AND SECURITY AGREEMENT
 76


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




Lender:
              
              CAPITALSOURCE
                FINANCE LLC,
              a Delaware limited liability companyBy:
            /S/
              DAVID M.
              MARTINName:
            David
              M.
              MartinTitle:
            General
              Counsel




Borrower:
              
              SILVERLEAF
                RESORTS, INC.,
              a Texas corporationBy:
            /S/
              HARRY J.
              WHITE, JR.Name:
            Harry
              J. White,
              Jr.Title:
            CFO




Schedules
      and Exhibits to Agreement not Filed Herewith:




Schedule
      1 Indebtedness


Schedule 2
      Permitted Exceptions


Schedule 3
      Intentionally Omitted


Schedule 4
      Retail Value


Schedule 5
      Resorts


Schedule 6
      Affiliate Transactions


Schedule 7
      Recreation and Use Easements


Schedule 8
      Subsidiaries ****


Schedule 9
      Resort Facilities


Schedule 10
      Litigation


Schedule 11
      Compensation Payable to Brokers


Schedule 12
      Payment Instructions


Schedule 13
      Address of Borrower for Notices


Schedule 14
      Address of Lender for Notices


Schedule
      15 Deferred Corporate Plans and Collective Bargaining Agreements


Schedule
      16 Description of Blue-Season and Vintage-Type Timeshare Interests


Exhibit A
      Intentionally Omitted


Exhibit B
      Form of Request for Release


Exhibit C
      Intentionally Omitted


Exhibit D
      Intentionally Omitted


Exhibit E
      Form of Initial Advance Request


Exhibit F
      Form of Subsequent Advance Request


Exhibit G
      Form of Borrowing Base Certificate


Exhibit H
      Form of Promissory Note


EXHIBIT
                H
                TO
 AMENDED
              AND RESTATED LOAN AND SECURITY AGREEMENT




**TABLE
      OF CONTENTS**




**Page****1.**
            INTERPRETATION
                OF THIS AGREEMENT
            1**1.1**
            
            Terms
                Defined
            1**1.2**
            
            Directly
                or Indirectly
            13**1.3**
            
            Headings
            13**1.4**
            
            Accounting
                Principles
            13**2.**
            ADVANCES
                AND NOTE
            13**2.1**
            
            Terms
                of the Advances
            13**2.2**
            
            The
                Loan; Rate of Interest; Receipt of Payments.
            16**2.3**
            
            Mandatory
                Prepayments of Loan; Voluntary Prepayments of Loan.
            19**2.4**
            
            Participating
                Lender
            22**2.5**
            
            Fees
            22**2.6**
            
            Computation
                of Fees; Lawful Limits
            23**2.7**
            
            Late
                Fee
            23**2.8**
            
            Taxes
                and Other Charges.
            23**3.**
            COLLATERAL
            24**3.1**
            
            Security
            24**3.2**
            
            Undertakings
                Regarding Collateral.
            26**3.3**
            
            Financing
                Statements
            27**3.4**
            
            Location
                of Collateral; Books and Records
            27**3.5**
            
            Insurance
                of Collateral.
            28**3.6**
            
            Condemnation.
            31**3.7**
            
            Taxes
                Affecting Collateral
            32**3.8**
            
            Discharge
                of Liens Affecting Collateral
            35**3.9**
            
            Use
                of the Resorts; Voting Rights of Borrower.
            37**3.10**
            
            Other
                Timeshare Covenants.
            38**3.11**
            
            Protection
                of Collateral; Assessments; Reimbursement
            40**3.12**
            
            Interest
                on Lender Paid Expenses
            40**3.13**
            
            Lender
                Responsibility
            40**3.14**
            
            Verification
                of Contracts
            41**3.15**
            
            Release
                of Lien on Timeshare Interests.
            41**3.16**
            
            Cross-Collateralization
                and Default
            42**3.17**
            
            Substitution
                of Collateral and Mortgages
            43**4.**
            REPRESENTATIONS
                AND WARRANTIES AND COVENANTS.
            43**4.1**
            
            Subsidiaries
                and Capital Structure
            43**4.2**
            
            Corporate
                Borrower
            43**4.3**
            
            Financial
                Statements
            44**4.4**
            
            Full
                Disclosure
            44**4.5**
            
            Pending
                Litigation
            44**4.6**
            
            Title
                to Properties
            44




AMENDED
          AND RESTATED LOAN AND SECURITY AGREEMENT
 i





**4.7**
            
            Trademarks,
                Licenses and Permits
            44**4.8**
            
            Transaction
                Is Legal and Authorized
            44**4.9**
            
            No
                Defaults
            45**4.10**
            
            Governmental
                Consent
            45**4.11**
            
            Taxes
            45**4.12**
            
            Use
                of Proceeds
            45**4.13**
            
            Compliance
                with Law
            46**4.14**
            
            Restrictions
                of Borrower
            47**4.15**
            
            Brokers’
                Fees
            47**4.16**
            
            Deferred
                Compensation Plans
            47**4.17**
            
            Labor
                Relations
            47**4.18**
            
            Validity
                of Liens Granted to Lender
            47**4.19**
            
            Solvency
            47**4.20**
            
            Timeshare
                Interest Regime Reports
            48**4.21**
            
            Sale
                of Timeshare Interests
            48**4.22**
            
            Indebtedness
            49**4.23**
            
            Affiliate
                Transactions
            49**4.24**
            
            Applicable
                Laws
            49**4.25**
            
            Leases
            49**5.**
            CONDITIONS
                PRECEDENT TO INITIAL ADVANCE
            49**5.1**
            
            Opinions
                of Counsel
            49**5.2**
            
            Warranties
                and Representations True as of Initial Advance Date
            49**5.3**
            
            Compliance
                with this Agreement
            49**5.4**
            
            Borrower’s
                Secretary’s Certificates; Good-Standing Certificates.
            50**5.5**
            
            Uniform
                Commercial Code Financing Statements
            50**5.6**
            
            Expenses
            50**5.7**
            
            Mortgage
            50**5.8**
            
            Title
                Insurance; Casualty Insurance.
            51**5.9**
            
            Environmental
                Site Assessment Report
            51**5.10**
            
            Taxes
            51**5.11**
            
            Inspection
            51**5.12**
            
            Delivery
                of:
            52**5.13**
            
            Proceedings
                Satisfactory
            52**6.**
            SUBSEQUENT
                ADVANCES CLOSING CONDITIONS
            52**6.1**
            
            Special
                Submissions.
            52**6.2**
            
            Requests
                for Subsequent Advance
            54**6.3**
            
            Defaults;
                Expenses; Miscellaneous.
            55**6.4**
            
            Disbursements
            55**6.5**
            
            Proceedings
                Satisfactory
            56**6.6**
            
            Subsequent
                Advance to Finance Acquisition Purchase Price of Additional
                Resorts
            56**7.**
            COVENANTS
            57**7.1**
            
            Payment
                of Taxes and Claims
            57




AMENDED
          AND RESTATED LOAN AND SECURITY AGREEMENT
 ii





**7.2**
            
            Maintenance
                of Properties; Borrower Existence; Indebtedness; Liens;
                Business
            57**7.3**
            
            Payment
                of Notes and Maintenance of Office
            59**7.4**
            
            Sale
                of Properties
            59**7.5**
            
            Consolidation
                and Merger
            59**7.6**
            
            Intentionally
                Deleted.
            59**7.7**
            
            Intentionally
                Omitted.
            60**7.8**
            
            Compliance
                with Environmental Laws
            60**7.9**
            
            Transactions
                with Affiliates; Principal Properties
            61**7.10**
            
            Use
                of Lender Name
            61**7.11**
            
            Intentionally
                Deleted.
            61**7.12**
            
            Notice
                of Legal Proceedings
            61**7.13**
            
            Further
                Assurances
            62**7.14**
            
            Financial
                Statements
            62**7.15**
            
            Officer’s
                Certificate
            64**7.16**
            
            Inspection
            65**7.17**
            
            Sales
            65**7.18**
            
            Minimum
                Tangible Net Worth
            65**7.19**
            
            Leverage
                Ratio
            66**7.20**
            
            Minimum
                Net Income
            66**7.21**
            
            Consolidated
                Net Income
            66**7.22**
            
            Maximum
                Delinquency
            66**7.23**
            
            Marketing
                and Sales Expenses
            66**7.24**
            
            Debt
                Service Coverage Ratio
            66**7.25**
            
            Textron
                Facility, Resort Funding Facility Facility, and Wells Fargo Foothill
                Facility
            66**7.26**
            
            Maintaining
                Affiliation with Exchange Companies
            67**7.27**
            
            Sales
            67**8.**
            EVENTS
                OF DEFAULT
            67**8.1**
            
            Default
            67**8.2**
            
            Default
                Remedies.
            69**9.**
            REVIVAL
                OF OBLIGATIONS AND LIENS
            71**10.**
            MISCELLANEOUS
            72**10.1**
            
            Governing
                Law
            72**10.2**
            
            Expenses
                and Closing Fees
            72**10.3**
            
            Parties,
                Successors and Assign
            73**10.4**
            
            Notices
            73**10.5**
            
            Total
                Agreement
            74**10.6**
            
            Survival
            74**10.7**
            
            Litigation
            74**10.8**
            
            Power
                of Attorney; Substitution
            75**10.9**
            
            Survival
                of Indemnities
            76**10.10**
            
            Conflicting
                Obligations; Rights and Remedies
            76




AMENDED
          AND RESTATED LOAN AND SECURITY AGREEMENT
 iii





**10.11**
            
            Duplicate
                Originals, Execution in Counterpart
            76**10.12**
            
            No
                Joint Venture
            76**10.13**
            
            Indemnity.
            76**10.14**
            
            Release
            77**10.15**
            
            Custodian
            77**10.16**
            
            Certain
                Waivers
            78**10.17**
            
            Confidentiality
                and Publicity
            78**10.18**
            
            Amendment
                and Restatement
            78**10.19**
            
            Agency
            78**10.20**
            
            Treatment
                of Fees
            79




Schedule 1
            
            —
            
            IndebtednessSchedule 2
            
            —
            
            Permitted
                ExceptionsSchedule 3
            
            —
            
            Intentionally
                OmittedSchedule 4
            
            —
            
            Retail
                ValueSchedule 5
            
            —
            
            ResortsSchedule 6
            
            —
            
            Affiliate
                TransactionsSchedule 7
            
            —
            
            Use
                Agreements and Management AgreementsSchedule 8
            
            —
            
            SubsidiariesSchedule 9
            
            —
            
            Resort
                FacilitiesSchedule 10
            
            —
            
            LitigationSchedule 11
            
            —
            
            Compensation
                Payable to BrokersSchedule 12
            
            —
            
            Payment
                InstructionsSchedule 13
            
            —
            
            Address
                of Borrower for NoticesSchedule 14
            
            —
            
            Address
                of Lender for NoticesSchedule 15
            
            —
            
            Deferred
                Corporate Plans and Collective Bargaining AgreementsSchedule
                16
            
            —
            
            Description
                of Blue and Vintage Timeshare InterestsExhibit A
            
            —
            
            Intentionally
                OmittedExhibit B
            
            —
            
            Form
                of Request for ReleaseExhibit C
            
            —
            
            Intentionally
                OmittedExhibit D
            
            —
            
            Intentionally
                OmittedExhibit E
            
            —
            
            Form
                of Initial Advance RequestExhibit F
            
            —
            
            Form
                of Subsequent Advance RequestExhibit G
            
            —
            
            Form
                of Borrowing Base CertificateExhibit H
            
            —
            
            Form
                of Promissory Note




AMENDED
          AND RESTATED LOAN AND SECURITY AGREEMENT
 iv