Unassociated Document


    FORBEARANCE
AGREEMENT

     

    This
FORBEARANCE AGREEMENT
(“Agreement”) is made
as of August 25, 2010, by each of the entities listed on Schedule A attached
hereto (each
individually a “Borrower” and
collectively the “Borrowers”), each of
the undersigned Guarantors (each a “Guarantor” and
collectively, the “Guarantors”),
CapitalSource Finance LLC, as administrative, payment and collateral agent for
the benefit of itself and the other Lenders (as hereinafter defined) (in such
capacities, “Agent”),
CapitalSource Bahamas LLC a Delaware limited liability company, as collateral
agent for the benefit of itself, Agent and the other Lenders (as hereinafter
defined) (in such capacity, “Bahamas Collateral
Agent”) and the Lenders (as hereinafter defined).

     

    BACKGROUND:

     

    A.           Lenders
(as defined below) have loaned money and made credit available to Borrowers in
accordance with the terms and conditions set forth in that certain Consolidated
Amended and Restated Loan and Security Agreement, dated as of September 15,
2009, among Borrowers, Agent, Bahamas Collateral Agent and the lenders party
thereto (individually and collectively, “Lenders”) (as
modified by this Agreement and as it may be modified or amended to date or
hereafter, the “Loan
Agreement”).

     

    B.           On
or prior to the date hereof, certain Events of Default have occurred and are
continuing as a result of (i) Borrowers’ failure to comply with Section
2.2(f)(i) of
the Loan Agreement based upon Borrowers’ failure to make interest payments due
on or before each of June 5, 2010, July 5, 2010 and August 5, 2010, each of
which resulted in an Event of Default under Section 8.1(a) of the
Loan Agreement, (ii) Borrowers’ failure to comply with Section 7.20(A) of
the Loan Agreement as of the date hereof based upon Borrowers’ failure to
maintain the minimum Cash Balance required under such Section which resulted in
an Event of Default under Section 8.1(c) of the
Loan Agreement, (iii) Borrowers’ failure to comply with Sections 3.7, 3.8 and/or
7.1(b) of the Loan Agreement based upon Borrowers’ failure to pay certain
HOA fees which have resulted and may in the future result in the creation of
Liens upon Borrowers’ assets which have resulted and may in the future result in
Events of Default under Section 8.1(c) of the
Loan Agreement, and (iv) Borrowers’ failure to comply with Section 8.1(h) of the
Loan Agreement based upon Borrowers’ default in the payment of Indebtedness for
borrowed money in excess of $500,000 with respect to that certain property
identified as “Abaco #8” (each individually an “Existing Event of
Default” and collectively, the “Existing Events of
Default”).  Further, Borrowers anticipate that they will be
unable to make the interest payment due under Section 2.2(f)(i) of
the Loan Agreement on or before September 5, 2010, which failure will constitute
an additional Event of Default under Section 8.1(a) of the
Loan Agreement (the “Anticipated Event of
Default” and, together with the Existing Events of Default, collectively,
the “Specified Events
of Default”).

     

    C.           
Borrowers and Guarantors acknowledge and agree that as a result of the
occurrence of the Existing Events of Default: (i) Agent and the Lenders are
entitled to declare all of the Obligations immediately due and payable, to seek
immediate payment in full of the Obligations and to exercise their respective
rights and remedies under the Loan Agreement and the Loan Documents; (ii) that
neither Borrowers nor any Guarantors have any defenses to such actions by Agent
and/or the Lenders; and (iii) Lenders have no obligation to make further
Revolving Advances, Protective Advances or to otherwise extend credit to
Borrowers under the Loan Documents or otherwise.

     

     

    
      
        
          Ultimate Forbearance
Agreement

        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    D.           Borrowers
and Guarantors have requested that Agent and the Lenders forbear from declaring
the Obligations immediately due and payable and from taking present action to
collect payment in full of the Obligations, and Agent and the Lenders have
agreed to do so under the terms and conditions set forth in this
Agreement.

     

    NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, and intending to be legally bound, Agent, Bahamas
Collateral Agent, Lenders, Borrowers and each Guarantor agree as
follows:

     

    1.           Incorporation
of Recitals; Definitions. Each of the foregoing
recitals is hereby acknowledged and affirmed as being accurate and complete and
is hereby incorporated as part of this Agreement.  Capitalized terms
defined in the Background section of this Agreement are incorporated herein by
this reference and are used herein as so defined.  Capitalized terms
used and not defined in this Agreement (including in the Background section
above) shall have the meanings assigned to such terms in the Loan
Agreement.

     

    2.           Temporary
Forbearance.
Subject to the satisfaction of the terms and conditions set forth herein, until
the date (the “Forbearance Termination
Date”) that is the earliest to occur of (i) 5:00 p.m. (New York, New York
time) on September 10, 2010, or (ii) the date of the occurrence of any one
or more of the Events of Termination (defined below) set forth in this
Agreement, Agent and the Lenders will not exercise or enforce their rights or
remedies against Borrowers which Agent and Lenders would be entitled to exercise
or enforce under the terms of the Loan Documents by reason of the occurrence of
the Specified Events of Default; provided, however, that such
forbearance shall not act as a waiver of Agent’s or Lenders’ right to (i)
enforce any other claims, rights or remedies at any time and from time to time
arising from any Event of Default that is not a Specified Event of Default or
(ii) enforce any other claims, rights or remedies at any time and from time to
time on or after the Forbearance Termination Date, including, without
limitation, Agent’s and Lenders’ right to charge interest at the Default Rate
from the time of the occurrence of the first Existing Event of Default, June 5,
2010.  Furthermore, nothing contained herein shall be construed as
requiring Agent or the Lenders to extend the Forbearance Termination
Date.  On the Forbearance Termination Date, at Agent’s election, the
Obligations shall be deemed automatically accelerated and immediately due and
payable in full by Borrowers to Agent and the Lenders and the Loan Agreement
shall be deemed terminated.

     

    3.           Advances
Prior to Forbearance Termination Date.

     

    a.           Borrowers
and Guarantors acknowledge and agree that Agent has previously made Protective
Advances to Borrowers prior to the date hereof, and during the period commencing
on the Effective Date (as defined below) and ending on the Forbearance
Termination Date, Agent agrees to make Protective Advances to be used by
Borrowers in accordance with the Approved Budget (as defined
below).

     

     

    
      
        
          Ultimate Forbearance
Agreement

        

      

      
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    b.           It
is expressly acknowledged and agreed by Borrowers and Guarantors that any
Protective Advances made by Agent shall not in any manner be deemed to prejudice
Agent or the Lenders or act as a waiver of its otherwise applicable rights and
remedies, including without limitation, to refuse and or cease to make any
Protective Advances at any time after the Forbearance Termination Date, or to
collect and enforce the full amount of the Obligations from and after the
Forbearance Termination Date.  Borrowers and Guarantors irrevocably
waive the right to direct the application of any and all payments and
collections at any time or times received by Agent from or on behalf of
Borrowers and Borrowers and Guarantors irrevocably agree Agent shall have the
continuing exclusive right to apply and reapply any and all such payments and
collections received at any time or times by Agent or its agent against the
Obligations in such order as Agent may deem advisable, in its sole discretion,
notwithstanding any entry by Agent upon any of its books and
records.

     

    4.           Ratification
of Existing Agreements.  Borrowers and
Guarantors hereby reaffirm all of the terms, conditions, representations and
warranties of the Loan Agreement and each of the Loan Documents (except as
expressly set forth herein with respect to the Existing Events of Default which
have occurred and are continuing) and acknowledge that all of the Obligations
are, by Borrowers’ and each Guarantor’s execution of this Agreement, ratified
and confirmed in all respects by Borrowers and each Guarantor and that the
outstanding principal amount of Borrower’s Obligations are unconditionally owed
to Lenders without offset, defense or counter-claim of any kind, nature or
description whatsoever.  Borrowers hereby acknowledge and agree that
the Liens of the Loan Agreement and the other Loan Documents in favor of Agent
and/or the Bahamas Collateral Agent for the benefit of the Lenders are valid,
subsisting, perfected and enforceable Liens and are superior to all Liens other
than those exceptions contemplated by the Loan Documents or otherwise approved
by Agent in writing.  Each Guarantor reaffirms, restates, and
incorporates by reference all of its representations, warranties, covenants, and
agreements made under each of the Guaranties to which such Guarantor is a party
and each other Loan Document to which such Guarantor is a party, except with
respect to specific representations, warranties, covenants and agreements which
related to an earlier date, if any.  Borrowers and each Guarantor
further agree that this Agreement is the legal, valid, and binding obligation of
Borrowers and each Guarantor, as applicable, enforceable against such Borrower
and Guarantor.  Guarantors acknowledge and agree that the obligations
guaranteed by such Guarantor include all Obligations of the Borrowers under the
Loan Documents, and the obligations of the Borrowers hereunder, subject to the
limitations set forth in the Guaranties.

     

    5.           Conditions
Precedent.  Borrowers shall
be bound by this Agreement upon execution and delivery hereof to
Agent.  The forbearance obligations of Agent and the Lenders set forth
in this Agreement shall become effective upon the date when each of the
following conditions are satisfied, in each case, in form and substance
satisfactory to Agent in its sole and absolute discretion (the “Effective
Date”):

     

    a.           Borrowers
and each Guarantor shall have delivered to Agent this Agreement duly executed by
each Borrower and each Guarantor;

     

    b.           Borrowers
shall have delivered a duly executed engagement letter with respect to the
employment of a Chief Restructuring Officer (as hereinafter defined) in
accordance with Section 6(a) below,
in form and substance satisfactory to Agent in its sole discretion (it being
acknowledged by the Agent that Sheon Karol, of CRG Partners Group, LLC is an
acceptable Chief Restructuring Officer and the executed engagement letter
previously delivered by Borrowers to Agent employing such Chief Restructuring
Officer is in form and substance satisfactory to Agent);

     

     

    
      
        
          Ultimate Forbearance
Agreement

        

      

      
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    c.           Agent
shall have received a copy of the resolutions of the Borrowers authorizing
Borrowers to execute and deliver this Agreement, in form and substance
satisfactory to Agent;

     

    d.           No
Default or Event of Default, other than the Existing Events of Default, shall
have occurred and be continuing; and

     

    e.           Borrower
shall have delivered to Agent such additional documents, instruments and
information as Agent may request.

     

    6.           Other
Agreements of Borrower

     

    a.           Appointment
of Chief Restructuring Officer.  Borrowers shall
keep employed at all times while any of the Obligations remain outstanding
(unless otherwise agreed by the Agent), an officer or principal of a nationally
recognized restructuring firm acceptable to Agent in its sole and absolute
discretion to occupy the office of Chief Restructuring Officer of Holdings (the
“Chief Restructuring
Officer”).  The Borrowers shall cause the Chief Restructuring
Officer to perform, without limitation, the following  duties:
(i) the creation
and implementation of an operating strategy designed to optimize cash flow from
operations during the period commencing on the Effective Date and ending on the
Forbearance Termination Date, (ii) formulating and directing the process for any
potential sale and/or merger of Holdings and/or the Clubs or other course of
action designed to maximize the value of the Borrowers, (iii) proposing, implementing
and leading Borrowers’ restructuring initiatives, (iv) formulating and
directing Borrowers’ asset disposition process, including, without limitation,
the disposition of the Marketed Real Estate Assets (as defined below) and (v)
evaluating and recommending the retention of any professionals, including,
without limitation, an investment banker and/or real estate broker, to assist in
accomplishing any of the foregoing, provided that the retention of any such
professionals shall require the prior written consent of Agent in its sole
discretion.  Borrowers and Guarantors hereby agree they will cooperate
and comply in all respects with the Chief Restructuring Officer in the
performance of its duties as set forth herein.   In carrying out
its duties hereunder, the Chief Restructuring Officer shall report to the Board
of Directors of Holdings.  Agent shall have full and direct access to
the Chief Restructuring Officer, and the Chief Restructuring Officer shall be
authorized by the Board of Directors of Holdings and by the Borrowers and
Guarantors to communicate directly with Agent and its advisors, subject to
applicable attorney-client privilege.  Agent acknowledges and agrees
that Sheon Karol of CRG Partners Group, LLC is an acceptable Chief Restructuring
Officer for the Borrowers. Holdings may not terminate the Chief Restructuring
Officer without having engaged a replacement Chief Restructuring Officer
acceptable to Agent in its sole discretion, nor modify the terms of engagement
of the Chief Restructuring Officer without Agent’s prior written consent, which
consent shall be granted or withheld in Agent’s sole and absolute
discretion.  Borrowers and Guarantors hereby acknowledge and agree
that the termination of, or the modification of the terms of engagement of, the
Chief Restructuring Officer without Agent’s prior written consent as required in
this Section
6(a) shall constitute an immediate Event of Default (hereinafter, a
“CRO Engagement
Default”). Notwithstanding anything to the contrary in each Amended and
Restated Indemnity Guaranty executed by each Individual Guarantor on or about
September 15, 2009 (each, an “Individual
Guaranty”), Individual Guarantors acknowledge and agree that the
occurrence of a CRO Engagement Default shall result in an action under Section 1.2(b) of
each Individual Guaranty, pursuant to which the entire amount of the Loan and
all Obligations under the Loan Agreement shall be due and owing by each such
Individual Guarantor; provided, however, Individual
Guarantors shall not be liable under each Individual Guaranty for a CRO
Engagement Default to the extent such CRO Engagement Default occurs solely as a
result of actions taken by the restructuring committee of the board of directors
of Ultimate Escapes Holdings, LLC so long as (i) no Individual Guarantor is a
member of the restructuring committee or has the ability to direct the actions
of the restructuring committee in any way and (ii) such restructuring committee
is comprised solely of independent directors.  Borrowers and
Individual Guarantors hereby represent and warrant that, as of the date hereof,
the restructuring committee of the board of directors of Ultimate Escapes
Holdings, LLC is made up solely of independent directors and neither Individual
Guarantor is a member of such committee.

     

     

    
      
        
          Ultimate Forbearance
Agreement

        

      

      
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    b.           Asset
Disposition Plan.  Following the Chief Restructuring Officer’s
diligence and discussions with senior management of Holdings, Borrowers shall
cause the Chief Restructuring Officer to prepare and deliver to Agent for
approval (such approval to be granted or withheld in Agent’s sole and absolute
discretion) no later than August 31, 2010, a marketing plan identifying certain
Properties of the Borrowers to be marketed and sold (collectively, the “Marketed Real Estate
Assets”), which such marketing plan shall include, without limitation,
the designation of an “expected sales price” and a “minimum sales price” with
respect to each such Marketed Real Estate Asset.  Borrowers shall
cause the Marketed Real Estate Assets to be listed for sale in a commercially
reasonable manner promptly following Agent’s approval of the marketing plan
(such approved marketing plan, the “Approved Marketing
Plan”) and Borrowers shall cause the Marketed Real Estate Assets to be
actively marketed in accordance with the Approved Marketing Plan.
Contemporaneously with the receipt of an offer for the purchase of any Marketed
Real Estate Asset, the Chief Restructuring Officer shall deliver the terms of
such offer to Agent.  Should the Chief Restructuring Officer determine
it is in the best interest of Holdings to cause the sale of such Marketed Real
Estate Asset, such offer shall be submitted to Agent for approval in Agent’s
sole and absolute discretion, provided, however, Agent’s consent shall not be
required for the sale of any Marketed Real Estate asset for an amount above the
designated “minimum sales price” set forth in the Approved Marketing
Plan.  Notwithstanding any term or provision in the Loan Agreement to
the contrary, with respect to (i) all Properties prior to Agent’s approval of
the Approved Marketing Plan and (ii) any Properties that are not Marketed Real
Estate Assets after Agent’s approval of the Approved Marketing Plan, any offer
received by Borrowers for the sale of any such Properties shall be submitted to
Agent for approval in Agent’s sole and absolute discretion and no Borrower shall
sell any such Properties without the prior approval of Agent in its sole and
absolute discretion.  Notwithstanding any term or provision in the
Loan Agreement to the contrary, during the period commencing on the Effective
Date and ending on the Forbearance Termination Date, Agent shall receive one
hundred percent (100%) of the net proceeds from the disposition of any Property
and Borrowers shall not be obligated to pay any additional amounts owed by
Borrowers pursuant to the Loan Agreement in connection with, or as a result of,
the disposition of such Property.

     

     

    
      
        
          Ultimate Forbearance
Agreement

        

      

      
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    c.           Budget.  On
or before August 25, 2010, Borrowers shall deliver to Agent a seven (7) week
cash flow statement and budget which describes and provides Borrowers’ projected
cash flow for the upcoming seven (7) weeks through the week ending October 3,
2010 and includes receipts and disbursements separated by line items (the “Proposed Budget”) to
be approved by Agent in its sole discretion (following such approval, the “Approved
Budget”).  The Approved Budget may not be amended without the
prior written consent of Agent, which consent may be granted or withheld in
Agent’s sole and absolute discretion.  Beginning on August 30, 2010
and each Monday thereafter prior to the Forbearance Termination Date, Borrower
shall deliver a reconciliation of the Approved Budget to actual receipts and
disbursements for such previous week and for the period to
date.  Borrowers and/or Guarantors, shall not, without the prior
written consent of Agent, incur costs or expenses that would cause the total
expenditures provided for in the Approved Budget to be exceeded by more than 5%
on a cumulative basis for any period covered by the Approved Budget (the “Budget
Threshold”).  For clarification purposes, if the Borrowers do
not utilize the entire amount set forth in the Approved Budget for any given
week, the Borrowers may carry forward such amount to the immediately succeeding
week for purposes of calculating the Budget Threshold in any given
period.

     

    d.           Fees and
Expenses.  Borrowers and Guarantors acknowledge and agree that
any and all fees, costs and expenses due and owing to Agent as of the date
hereof, including, without limitation, all legal fees, title insurance fees,
transfer and recording fees and any other costs and expenses incurred by Agent
in connection with the preparation and execution of this Agreement are
unconditionally owed by Borrowers to Agent and the Lenders and constitutes an
Obligation under the Loan Agreement.

     

    7.           Representations
and Warranties.  Borrower and each
Guarantor hereby represents and warrants that:

     

    a.           it
has the power and authority to enter into this Agreement and that, to the
extent it is not an individual, it is duly formed, validly existing and in legal
good standing in its jurisdiction of organization and;

     

    b.           it
has duly executed and delivered this Agreement and this Agreement constitutes
the valid, binding and legal obligation of it;

     

    c.           this
Agreement is not being entered into with the intent to hinder or defraud any
person;

     

     

    
      
        
          Ultimate Forbearance
Agreement

        

      

      
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    d.           the
recitals set forth in the Background of this Agreement and all information and
documents provided to Agent and the Lenders in connection herewith are true,
accurate and complete in all respects;

     

    e.           the
Existing Events of Default are the only Events of Default which have occurred
and are continuing;

     

    f.           as
of the Effective Date, the outstanding principal amount of the Loan is
$90,480,565.83; and

     

    g.           as
of the Effective Date, no event has occurred that could result in any liability
or obligation of any Individual Guarantor under each such Individual Guarantor’s
Indemnity Guaranty.

     

    8.           Events of
Termination. The occurrence of any one or more of the following events
shall constitute an event of termination (each an “Event of
Termination”) hereunder, it being expressly acknowledged and agreed that
TIME IS OF THE ESSENCE and that there is no cure period for any Event of
Termination: (a) an Event of Default under the Loan Documents (other than the
Specified Events of Default set forth in the Background herein), (b) the failure
of Borrowers or any Guarantor to comply with the terms of this Agreement, (c)
the termination,  replacement, or a material modification of the terms
of engagement of the Chief Restructuring Officer without the prior written
consent of Agent, (d) any representation or warranty made by Borrowers or any
Guarantor in this Agreement or any other Loan Document to which it is a party is
determined by Agent to have been false or misleading in any respect when made,
(e) the initiation of any federal or state bankruptcy, insolvency or similar
proceeding by or against Borrowers or any Guarantor; (f) the commencement of
litigation or legal proceedings by Borrowers or any Guarantor or any of their
Affiliates against Agent, Lenders or any of their Affiliates; (g) the claim,
initiation or commencement of any claim or proceeding in favor of, through or by
any Borrower or any Guarantor which alleges that the release of Agent and the
Lenders set forth herein is invalid or unenforceable; or (h) the filing or
commencement of any criminal indictment, charge or proceeding pursuant to
Federal or state law against any Borrower or any Guarantor.  Upon the
occurrence of any Event of Termination, Agent may, at its option and without any
notice to Borrowers or Guarantor or any other Person, exercise any and all
rights and remedies pursuant to the Loan Documents in such manner as Agent in
its sole and exclusive discretion
determines.     

     

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

     

     

    
      
        
          Ultimate Forbearance
Agreement

        

      

      
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    10.           No
Waiver.  Nothing in this
Agreement shall extend to or affect in any way any of the Obligations or any of
the rights of Agent and the Lenders and remedies of Agent and the Lenders
arising under the Loan Agreement or any of the Loan Documents, and Agent and the
Lenders shall not be deemed to have waived any or all of such rights or remedies
with respect to any default or event or condition which, with notice or the
lapse of time, or both, would become a default under the Loan Agreement or the
Loan Documents and which upon Borrowers’ and each Guarantor’s execution and
delivery of this Agreement might otherwise exist or which might hereafter
occur.  The failure of Agent or the Lenders at any time or times
hereafter to require strict performance by Borrowers or any Guarantor of any of
the provisions, warranties, terms and conditions contained herein in this
Agreement or in the Loan Documents shall not waive, affect or diminish any right
of Agent or the Lenders at any time or times thereafter to demand strict
performance thereof; and, no rights of Agent and the Lenders hereunder shall be
deemed to have been waived by any act or knowledge of Agent and the Lenders, or
their agents, officers or employees, unless such waiver is contained in an
instrument in writing signed by an authorized officer of Agent and directed to
such Person specifying such waiver.  No waiver by Agent and the
Lenders of any of their rights shall operate as a waiver of any other of their
rights or any of their rights on a future occasion at any time and from time to
time.  All terms and conditions of the Loan Agreement and the other
Loan Documents remain in full force and effect except to the extent specifically
modified by this Agreement.

     

     

    
      
        
          Ultimate Forbearance
Agreement

        

      

      
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    11.           Further
Assurances.  Borrowers and each Guarantor shall at any time or
from time to time execute and deliver such further instruments, and take such
further action as Agent may reasonably request, in each case, to further effect
the purposes of this Agreement and the Loan Documents, including, without
limitation, to create, perfect, protect or maintain Agent’s Liens and security
interests in and to the Collateral.  In addition, Borrowers and each
Guarantor will promptly furnish to Agent such additional financial or other
information as it may reasonably request from time to time to verify compliance
with this Agreement, or to ascertain whether any Event of Termination has
occurred.

     

    12.           Acknowledgment/Waiver
of Legal Counsel; Drafting of Agreement.  Each Borrower and
each Guarantor represents and warrants that: (a) it is represented by legal
counsel of its choice, is fully aware of the terms contained in this Agreement
and has voluntarily and without coercion or duress of any kind, entered into
this Agreement and the documents executed in connection with this Agreement; or
(b) it has knowingly and intentionally waived its right to have legal counsel of
its choice review and represent it with respect to the negotiation and
preparation of this Agreement.  Each Borrower and each Guarantor
further represents and warrants and acknowledges and agrees that it has
participated in the drafting of this Agreement.

     

    13.           Entire
Agreement; No Third-Party Beneficiaries; Binding Effect.  This Agreement
constitutes the entire and final agreement among the parties and there are no
agreements, understandings, warranties or representations among the parties
except as set forth herein.  This Agreement will inure to the benefit
and bind the respective heirs, administrators, executors, representatives,
successors and permitted assigns of the parties hereto.  Nothing in
this Agreement or in the Loan Documents, expressed or implied, is intended to
confer upon any party other than the parties hereto and thereto any rights,
remedies, obligations or liabilities under or by reason of this Agreement or the
Loan Documents.

     

    14.           Governing
Law.  This Agreement is
executed and delivered in the State of Maryland (the “State”) and it is the
desire and intention of the parties that it be in all respects interpreted
according to the laws of the State, without reference to its conflicts of law
principles.  Borrowers and each Guarantor specifically and irrevocably
consent to the jurisdiction and venue of the federal and state courts of the
State with respect to all matters concerning this Agreement or the Loan
Documents or the enforcement of any of the foregoing.  Borrowers and
each Guarantor agree that the execution and performance of this Agreement shall
have a State situs and accordingly, consents to personal jurisdiction in the
State.

     

     

    
      
        
          Ultimate Forbearance
Agreement

        

      

      
        -9-

        
          

        

      

      
        
        

      

    

     

    15.           Counterparts. This Agreement may be
executed in counterparts, each of which will be deemed an original document, but
all of which will constitute a single document.  This document will
not be binding on or constitute evidence of a contract between the parties until
such time as a counterpart of this document has been executed by each of the
parties and a copy thereof delivered to each party under this
Agreement.

     

    16.           WAIVER OF
JURY TRIAL. EACH
PARTY TO THIS AGREEMENT KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY
RIGHT IT MAY HAVE OR HEREAFTER HAVE TO A TRIAL BY JURY IN RESPECT OF ANY SUIT,
ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE
UNDERLYING TRANSACTIONS.  BORROWER AND EACH GUARANTOR CERTIFIES THAT
NEITHER AGENT, LENDER NOR ANY OF THEIR REPRESENTATIVES, AGENTS OR COUNSEL HAVE
REPRESENTED, EXPRESSLY OR OTHERWISE, THAT AGENT AND LENDERS WOULD NOT IN THE
EVENT OF ANY SUCH SUIT, SEEK TO ENFORCE THIS WAIVER OF RIGHT TO TRIAL BY
JURY.

     

    17.           Agreement
Controls. In the
event of any inconsistency between this Agreement and the Loan Agreement, the
terms of this Agreement shall control.

     

    


    [Signature
pages follow]

     

     

    
      
        
          Ultimate Forbearance
Agreement

        

      

      
        -10-

        
          

        

      

      
        
        

      

    

     

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

     

    
      
        
          
            
              	 	 	 
	 	AGENT AND
    LENDERS:	 
	 	 	 
	 	CAPITALSOURCE
      FINANCE LLC,	 
	 	a
      Delaware limited liability company, as Agent	 
	 	 	 
	 	 	 	 
	
                       

                    	
                      By:
      

                    	/s/
      Heather E. Murphy	 
	 	Name:	Heather
      E. Murphy	 
	 	Title: 	Senior
      Counsel	 
	 	 	 	 


            

          

        

      

    

    
       

      
        
          
            
              	 	CAPITALSOURCE
      BAHAMAS LLC,	 
	 	a
      Delaware limited liability company, as Collateral Agent	 
	 	 	 
	 	 	 	 
	
                       

                    	
                      By:
      

                    	/s/	 
	 	Name:	  
      	 
	 	Title: 	   
      	 
	 	 	 	 


            

          

        

      

      
         

        
          
            
              
                	 	CAPITALSOURCE
      BANK,	 
	 	a
      California industrial bank, as a Lender	 
	 	 	 
	 	 	 	 
	
                         

                      	
                        By:
      

                      	/s/
      Walter Schuppe	 
	 	Name:	Walter
      Schuppe	 
	 	Title: 	Banking
      Officer	 
	 	 	 	 


              

            

          

        

      

    

     

     

    
      
        
          Ultimate Forbearance
Agreement

        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
       

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

                	
                  By:
      

                	
                  /s/
      Philip Callaghan

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


        

      

      
        
          
             

            
              
                	 	P&J
      PARTNERS, LLC,	 
	 	a
      Delaware limited liability company	 
	 	 	 
	 	By:	ULTIMATE
      ESCAPES HOLDINGS, LLC,	 
	 	 	a
      Delaware limited liability company	 
	 	 	 	 
	 	 	 	 
	
                         

                      	
                        By:
      

                      	
                        /s/
      Philip Callaghan

                      	 
	 	Name:	
                        Philip
      Callaghan

                      	 
	 	Title: 	Senior
      Vice President/Chief Financial Officer	 
	 	 	 	 
	 	 	 	 
	 	
                        SNOWFLAKE
      INVESTMENTS I, LLC,

                        a
      Delaware limited liability company

                        TAHOE
      INVESTMENTS I, LLC,

                        a
      Delaware limited liability company

                        CABO
      INVESTMENTS I, LLC,

                        a
      Delaware limited liability company

                        MAHOGANY
      RUN INVESTMENTS I, LLC,

                        a
      Delaware limited liability company

                        CANDLEWOOD
      INVESTMENTS I, LLC,

                        a
      Delaware limited liability company

                        SUNNY
      ISLES INVESTMENTS I, LLC

                        A
      Delaware limited liability company

                        ULTIMATE
      SCOTTSDALE ROCKS, LLC,

                        a
      Delaware limited liability company

                        ULTIMATE
      BEAVER CREEK, LLC,

                        a
      Delaware limited liability company

                        ULTIMATE
      INDIAN ROCKS BEACH, LLC,

                        a
      Delaware limited liability company

                        ULTIMATE
      KEY WEST, LLC,

                        a
      Delaware limited liability company

                        ULTIMATE
      LAKE LAS VEGAS, LLC,

                        a
      Delaware limited liability company

                        ULTIMATE
      SCOTTSDALE, LLC,

                        a
      Delaware limited liability company

                        ULTIMATE
      LAKE TAHOE, LLC,

                        a
      Delaware limited liability
company

                      


              

            

          

           

           

          
            
              
                Ultimate Forbearance
Agreement

              

            

            
              
              

              
                

              

            

            
              
              

            

          

          
            
               

              
                
                  	 	 	 	 
	 	
                          
                            ULTIMATE
      COLORADO, LLC,

                            a
      Delaware limited liability company

                            ULTIMATE
      TELLURIDE MOUNTAIN VILLAGE, LLC,

                            a
      Delaware limited liability company

                            ULTIMATE
      NAPLES STRADA BELLA, LLC,

                            a
      Delaware limited liability company

                            ULTIMATE
      NAPLES MONTEVERDE, LLC,

                            a
      Delaware limited liability company

                            ULTIMATE
      PALM BEACH OCEAN, LLC,

                            a
      Delaware limited liability company

                            ULTIMATE
      MAUI WAILEA BEACH, LLC,

                            a
      Delaware limited liability company

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

                            ULTIMATE
      SUN VALLEY PLAZA TOWNHOUSE, LLC,

                            a
      Delaware limited liability company

                            ULTIMATE
      NEW YORK TRP INTERNATIONAL, LLC,

                            a
      Delaware limited liability company

                            ULTIMATE
      KIAWAH TURTLE BEACH, LLC,

                            a
      Delaware limited liability company

                            ULTIMATE
      PARK CITY SILVERLAKE, LLC,

                            a
      Delaware limited liability company

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

                            BAHAMAS
      INVESTMENTS I, LLC, a

                            Delaware
      limited liability company

                            BAHAMAS
      INVESTMENTS II, LLC, a

                            Delaware
      limited liability company

                            BAHAMAS
      INVESTMENTS III, LLC, a

                            Delaware
      limited liability company

                            BAHAMAS
      INVESTMENTS IV, LLC, a

                            Delaware
      limited liability company

                            CABO
      CASA TORTUGA, LLC,

                            a
      Delaware limited liability company

                            CABO
      ESPERANZA #1501, LLC,

                            a
      Delaware limited liability company

                            CABO
      ESPERANZA #1502, LLC,

                            a
      Delaware limited liability company

                            CABO
      ESPERANZA #1503, LLC,

                            a
      Delaware limited liability company

                            CABO
      ESPERANZA #1601, LLC,

                            a
      Delaware limited liability
company

                          

                        


                

              

            

             

             

            
              
                
                  Ultimate Forbearance
Agreement

                

              

              
                
                

                
                  

                

              

              
                
                

              

            

            
              
                 

                
                  
                    	 	 	 	 
	 	
                            
                              
                                
                                  CABO
      ESPERANZA #1602, LLC,

                                  a
      Delaware limited liability company

                                  CABO
      ESPERANZA #1603, LLC,

                                  a
      Delaware limited liability company

                                  CABO
      VILLA DEL SOL, LLC,

                                  a
      Delaware limited liability company

                                  CABO
      VILLA ETERNIDAD, LLC,

                                  a
      Delaware limited liability company

                                  CABO
      SAN LUCAS VILLA PARAISO, LLC,

                                  a
      Delaware limited liability company

                                  ULTIMATE
      NEVIS INVESTMENTS, LLC,

                                  a
      Delaware limited liability
  company

                                

                              

                            

                          


                  

                

              

            

          

        

      

    

    
      
        
           

           

          
            
              	 	By:	UE
      MEMBER, LLC,	 
	 	 	a
      Delaware limited liability company	 
	 	 	 	 
	 	 	 	 
	
                       

                    	
                      By:
      

                    	
                      /s/
      Philip Callaghan

                    	 
	 	Name:	
                      Philip
      Callaghan

                    	 
	 	Title: 	 	 
	 	 	 	 


            

          

        

        
           

          
            
              	 	PRIVATE
      RETREATS PARADISO, LTD.,	 
	 	a
      Nevis International Business Company	 
	 	 	 	 
	 	 	 	 
	
                       

                    	
                      By:
      

                    	
                      /s/
      Philip Callaghan

                    	 
	 	Name:	
                      Philip
      Callaghan

                    	 
	 	Title: 	 	 
	 	 	 	 


            

          

          
            
               

              
                
                  	 	THE
      CENTURY CORPORATION LIMITED,	 
	 	a
      Nevis corporation,	 
	 	 	 	 
	 	
                          By:

                        	
                          PRIVATE
      RETREATS PARADISO, LTD.,

                        	 
	 	 	a
      Nevis International Business Company	 
	 	 	 	 
	 	 	 	 
	
                           

                        	
                          By:
      

                        	
                          /s/
      Philip Callaghan

                        	 
	 	Name:	
                          Philip
      Callaghan

                        	 
	 	Title: 	 	 
	 	 	 	 


                

              

               

               

              
                
                  
                    Ultimate Forbearance
Agreement

                  

                

                
                  
                  

                  
                    

                  

                

                
                  
                  

                

              

              
                 

                
                  
                    
                      
                        	 	 	 	 
	 	
                                
                                  
                                    
                                      
                                        PRIVATE
      ESCAPES OF STEAMBOAT, LLC,

                                        a
      Colorado limited liability company

                                        PRIVATE
      ESCAPES OF TAHOE, LLC,

                                        a
      Colorado limited liability company

                                        PRIVATE
      ESCAPES OF JACKSON HOLE, LLC,

                                        a
      Colorado limited liability company

                                        PRIVATE
      ESCAPES OF KIAWAH, LLC,

                                        a
      Colorado limited liability company

                                        PRIVATE
      ESCAPES OF FOX ACRES, LLC,

                                        a
      Colorado limited liability company

                                        PRIVATE
      ESCAPES LA PLAYA, LLC,

                                        a
      Colorado limited liability company

                                        PRIVATE
      ESCAPES OF LAKE OCONEE, LLC,

                                        a
      Colorado limited liability company

                                        PRIVATE
      ESCAPES OF WAIKOLOA, LLC,

                                        a
      Colorado limited liability company

                                        PRIVATE
      ESCAPES OF WAIKOLOA II, LLC,

                                        a
      Colorado limited liability company

                                        PRIVATE
      ESCAPES OF CURRITUCK, LLC,

                                        a
      Colorado limited liability company

                                        PRIVATE
      ESCAPES LA COSTA, LLC,

                                        a
      Colorado limited liability company

                                        PRIVATE
      ESCAPES OF CABO, LLC,

                                        a
      Colorado limited liability company

                                        PRIVATE
      ESCAPES LA QUINTA I, LLC,

                                        a
      Colorado limited liability company

                                        PRIVATE
      ESCAPES LA QUINTA II, LLC,

                                         a
      Colorado limited liability company

                                        PRIVATE
      ESCAPES OF STOWE, LLC,

                                        a
      Colorado limited liability company

                                        PRIVATE
      ESCAPES OF ONE CENTRAL PARK WEST, LLC,

                                        a
      New York limited liability company

                                        PRIVATE
      ESCAPES OF CHICAGO, LLC,

                                        a
      Colorado limited liability company

                                        PRIVATE
      ESCAPES 1600 BROADWAY, LLC,

                                        a
      New York limited liability company

                                        PRIVATE
      ESCAPES VILLA 304, LLC,

                                        a
      Colorado limited liability company

                                        PRIVATE
      ESCAPES PLATINUM OF COPPER MOUNTAIN, LLC,

                                        a
      Colorado limited liability company

                                        PRIVATE
      ESCAPES PLATINUM KIAWAH, LLC,

                                        a
      Colorado limited liability company

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

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

                                      

                                    

                                  

                                

                              


                      

                    

                  

                

                
                  
                    
                       

                       

                      
                        
                          
                            Ultimate Forbearance
Agreement

                          

                        

                        
                          
                          

                          
                            

                          

                        

                        
                          
                          

                        

                      

                      
                        
                          
                             

                            
                              
                                	 	 	 	 
	 	
                                        
                                          
                                            
                                              
                                                PRIVATE
      ESCAPES PLATINUM CABO, LLC,

                                                a
      Colorado limited liability company

                                                PRIVATE
      ESCAPES PLATINUM LAKE GEORGE, LLC,

                                                a
      New York limited liability company

                                                PRIVATE
      ESCAPES OF LA QUINTA PLATINUM, LLC,

                                                a
      Colorado limited liability company

                                                PRIVATE
      ESCAPES PLATINUM ONE CENTRAL PARK WEST, LLC,

                                                a
      New York limited liability company

                                                PRIVATE
      ESCAPES PLATINUM TCI, LLC,

                                                a
      Colorado limited liability company

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

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

                                                PRIVATE
      ESCAPES LINK, LLC

                                                a
      Colorado limited liability
  company

                                              

                                            

                                          

                                        

                                      


                              

                            

                          

                        

                        
                          
                            
                               

                               

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

                                        	
                                          By:
      

                                        	
                                          /s/
      Philip Callaghan

                                        	 
	 	Name:	
                                          Philip
      Callaghan

                                        	 
	 	Title: 	 	 
	 	 	 	 


                                

                              

                            

                            
                               

                               

                              
                                
                                  
                                    Ultimate Forbearance
Agreement

                                  

                                

                                
                                  
                                  

                                  
                                    

                                  

                                

                                
                                  
                                  

                                

                              

                              
                                 

                                
                                  
                                    	 	 	 
	 	GUARANTORS:	 
	 	 	 
	 	ULTIMATE
      RESORT, LLC,	 
	 	a
      Florida limited liability company	 
	 	 	 
	 	By:	JAMES
      TOUSIGNANT,	 
	 	 	its
      Sole Class A Member	 
	 	 	 	 
	 	 	 	 
	
                                             

                                          	
                                            By:
      

                                          	/s/
      James Tousignant	 
	 	Name:	James
      Tousignant	 
	 	Title: 	   
      	 
	 	 	 	 


                                  

                                

                                
                                  
                                    
                                       

                                      
                                        
                                          	 	ULTIMATE
      RESORT HOLDINGS, LLC,	 
	 	a
      Delaware limited liability company	 
	 	 	 	 
	 	 	 	 
	
                                                   

                                                	
                                                  By:
      

                                                	/s/
      Philip Callaghan	 
	 	Name:	Philip
      Callaghan	 
	 	Title: 	   
      	 
	 	 	 	 


                                        

                                      

                                      
                                        
                                          
                                             

                                            
                                              
                                                	 	PRIVATE
      ESCAPES HOLDINGS, LLC,	 
	 	a
      Delaware limited liability company	 
	 	 	 	 
	 	 	 	 
	
                                                         

                                                      	
                                                        By:
      

                                                      	/s/
      Richard Keith	 
	 	Name:	Richard
      Keith	 
	 	Title: 	Chief
      Executive Officer	 
	 	 	 	 
	 	 	 	 
	 	
                                                        UE
      HOLDCO, LLC,

                                                        a
      Delaware limited liability company

                                                        UE
      MEMBER, LLC,

                                                        a
      Delaware limited liability company

                                                        ULTIMATE
      ESCAPES CLUBS, LLC,

                                                        a
      Delaware limited liability company

                                                      	 
	 	 	 	 
	 	 	 	 
	 	
                                                        By:

                                                      	
                                                        ULTIMATE
      ESCAPES HOLDINGS, LLC,

                                                      	 
	 	 	
                                                        a
      Delaware limited liability company

                                                      	 
	 	 	 	 
	 	 	 	 
	 	By: 	/s/
      Philip Callaghan	 
	 	Name:	Philip
      Callaghan	 
	 	Title:	 	 
	 	 	 	 


                                              

                                            

                                            
                                               

                                               

                                              
                                                
                                                  
                                                    Ultimate Forbearance
Agreement

                                                  

                                                

                                                
                                                  
                                                  

                                                  
                                                    

                                                  

                                                

                                                
                                                  
                                                  

                                                

                                              

                                               

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                      
                        
                          
                            
                              	 	 	 	 
	 	
                                      
                                        
                                          
                                            
                                              
                                                ULTIMATE
      ESCAPES ELITE CLUB, LLC,

                                                a
      Delaware limited liability company

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

                                                ULTIMATE
      ESCAPES PREMEIRE CLUB, LLC,

                                                a
      Delaware limited liability
      company

                                              

                                            

                                          

                                        

                                      

                                    


                            

                          

                        

                      

                      
                        
                          
                             

                             

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

                                      	
                                        By:
      

                                      	
                                        /s/
      Philip Callaghan

                                      	 
	 	Name:	
                                        Philip
      Callaghan

                                      	 
	 	Title: 	 	 
	 	 	 	 
	 	 	 	 
	 	INDIVIDUAL
      GUARANTORS:	 
	 	 	 	 
	 	 	 	 
	 	
                                        /s/
      James Tousignant

                                      	 
	 	
                                        James
      Tousignant

                                      	 
	 	 	 
	 	 	 
	 	
                                        /s/
      Richard Keith

                                      	 
	 	
                                        Richard
      Keith

                                      	 


                              

                            

                          

                          
                             

                             

                            
                              
                                
                                  Ultimate Forbearance
Agreement

                                

                              

                              
                                
                                

                                
                                  

                                

                              

                              
                                
                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    


    Schedule
A

    


    PRIVATE
ESCAPES PREMIERE, LLC,

    a
Colorado limited liability company

    PRIVATE
ESCAPES PLATINUM, LLC,

    a
Colorado limited liability company

    PRIVATE
ESCAPES PINNACLE, LLC,

    a
Colorado limited liability company

    PRIVATE
ESCAPES OF STEAMBOAT, LLC,

    a
Colorado limited liability company

    PRIVATE
ESCAPES OF TAHOE, LLC,

    a
Colorado limited liability company

    PRIVATE
ESCAPES OF JACKSON HOLE, LLC,

    a
Colorado limited liability company

    PRIVATE
ESCAPES OF KIAWAH, LLC,

    a
Colorado limited liability company

    PRIVATE
ESCAPES OF FOX ACRES, LLC,

    a
Colorado limited liability company

    PRIVATE
ESCAPES LA PLAYA, LLC,

    a
Colorado limited liability company

    PRIVATE
ESCAPES OF LAKE OCONEE, LLC,

    a
Colorado limited liability company

    PRIVATE
ESCAPES OF WAIKOLOA, LLC,

    a
Colorado limited liability company

    PRIVATE
ESCAPES OF WAIKOLOA II, LLC,

    a
Colorado limited liability company

    PRIVATE
ESCAPES OF CURRITUCK, LLC,

    a
Colorado limited liability company

    PRIVATE
ESCAPES LA COSTA, LLC,

    a
Colorado limited liability company

    PRIVATE
ESCAPES OF CABO, LLC,

    a
Colorado limited liability company

    PRIVATE
ESCAPES LA QUINTA I, LLC,

    a
Colorado limited liability company

    PRIVATE
ESCAPES LA QUINTA II, LLC,

     a
Colorado limited liability company

    PRIVATE
ESCAPES OF STOWE, LLC,

    a
Colorado limited liability company

    PRIVATE
ESCAPES OF ONE CENTRAL PARK WEST, LLC,

    a New
York limited liability company

    PRIVATE
ESCAPES OF CHICAGO, LLC,

    a
Colorado limited liability company

    PRIVATE
ESCAPES 1600 BROADWAY, LLC,

    a New
York limited liability company

    PRIVATE
ESCAPES VILLA 304, LLC,

    a
Colorado limited liability company

    PRIVATE
ESCAPES PLATINUM OF COPPER MOUNTAIN, LLC,

    a
Colorado limited liability company

    PRIVATE
ESCAPES PLATINUM KIAWAH, LLC,

    a
Colorado limited liability company

    PRIVATE
ESCAPES PLATINUM CURRITUCK, LLC,

    a
Colorado limited liability company

     

     

    
      
        
          Ultimate Forbearance
Agreement

        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    PRIVATE
ESCAPES PLATINUM LA COSTA, LLC,

    a
Colorado limited liability company

    PRIVATE
ESCAPES PLATINUM CABO, LLC,

    a
Colorado limited liability company

    PRIVATE
ESCAPES PLATINUM LAKE GEORGE, LLC,

    a New
York limited liability company

    PRIVATE
ESCAPES OF LA QUINTA PLATINUM, LLC,

    a
Colorado limited liability company

    PRIVATE
ESCAPES PLATINUM ONE CENTRAL PARK WEST, LLC,

    a New
York limited liability company

    PRIVATE
ESCAPES PLATINUM TCI, LLC,

    a
Colorado limited liability company

    PRIVATE
ESCAPES PLATINUM TELLURIDE, LLC,

    a
Colorado limited liability company

    PRIVATE
ESCAPES PLATINUM CHICAGO, LLC,

    a
Colorado limited liability company

    PRIVATE
ESCAPES LINK, LLC

    a
Colorado limited liability company

    SNOWFLAKE
INVESTMENTS I, LLC,

    a
Delaware limited liability company

    TAHOE
INVESTMENTS I, LLC,

    a
Delaware limited liability company

    CABO
INVESTMENTS I, LLC,

    a
Delaware limited liability company

    MAHOGANY
RUN INVESTMENTS I, LLC,

    a
Delaware limited liability company

    CANDLEWOOD
INVESTMENTS I, LLC,

    a
Delaware limited liability company

    SUNNY
ISLES INVESTMENTS I, LLC

    A
Delaware limited liability company

    ULTIMATE
SCOTTSDALE, LLC,

    a
Delaware limited liability company

    ULTIMATE
LAKE TAHOE, LLC,

    a
Delaware limited liability company

    ULTIMATE
COLORADO, LLC,

    a
Delaware limited liability company

    ULTIMATE
TELLURIDE MOUNTAIN VILLAGE, LLC,

    a
Delaware limited liability company

    ULTIMATE
NAPLES STRADA BELLA, LLC,

    a
Delaware limited liability company

    ULTIMATE
NAPLES MONTEVERDE, LLC,

    a
Delaware limited liability company

    ULTIMATE
PALM BEACH OCEAN, LLC,

    a
Delaware limited liability company

    ULTIMATE
MAUI WAILEA BEACH, LLC,

    a
Delaware limited liability company

    ULTIMATE
SUN VALLEY MACKENZIE, LLC,

    a
Delaware limited liability company

    ULTIMATE
SUN VALLEY PLAZA TOWNHOUSE, LLC,

    a
Delaware limited liability company

     

     

    
      
        
          Ultimate Forbearance
Agreement

        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    ULTIMATE
NEW YORK TRP INTERNATIONAL, LLC,

     a
Delaware limited liability company

    ULTIMATE
KIAWAH TURTLE BEACH, LLC,

    a
Delaware limited liability company

    ULTIMATE
PARK CITY SILVERLAKE, LLC,

    a
Delaware limited liability company

    ULTIMATE
JACKSON HOLE SNAKE RIVER, LLC,

    a
Delaware limited liability company

    BAHAMAS
INVESTMENTS I, LLC, a

    Delaware
limited liability company

    BAHAMAS
INVESTMENTS II, LLC, a

    Delaware
limited liability company

    BAHAMAS
INVESTMENTS III, LLC, a

    Delaware
limited liability company

    BAHAMAS
INVESTMENT IV, LLC, a

    Delaware
limited liability company

    CABO CASA
TORTUGA, LLC,

    a
Delaware limited liability company

    CABO
ESPERANZA #1501, LLC,

    a
Delaware limited liability company

    CABO
ESPERANZA #1502, LLC,

    a
Delaware limited liability company

    CABO
ESPERANZA #1503, LLC,

    a
Delaware limited liability company

    CABO
ESPERANZA #1601, LLC,

    a
Delaware limited liability company

    CABO
ESPERANZA #1602, LLC,

    a
Delaware limited liability company

    CABO
ESPERANZA #1603, LLC,

    a
Delaware limited liability company

    CABO
VILLA DEL SOL, LLC,

    a
Delaware limited liability company

    CABO
VILLA ETERNIDAD, LLC,

    a
Delaware limited liability company

    CABO SAN
LUCAS VILLA PARAISO, LLC,

    a
Delaware limited liability company

    ULTIMATE
NEVIS INVESTMENTS, LLC,

    a
Delaware limited liability company

    ULTIMATE
KEY WEST, LLC

    a
Delaware limited liability company

    ULTIMATE
INDIAN ROCKS BEACH, LLC,

    a
Delaware limited liability company

    ULTIMATE
SCOTTSDALE ROCKS, LLC,

    a
Delaware limited liability company

    ULTIMATE
BEAVER CREEK, LLC,

    a
Delaware limited liability company

    ULTIMATE
LAKE LAS VEGAS, LLC,

    a
Delaware limited liability company

    PRIVATE
RETREATS PARADISO, LTD.,

    a Nevis
International Business Company

     

     

    
      
        
          Ultimate Forbearance
Agreement

        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    THE
CENTURY CORPORATION LIMITED,

    a Nevis
corporation

    ULTIMATE
ESCAPES HOLDINGS, LLC,

    a
Delaware limited liability company

    P&J
PARTNERS, LLC,

    a
Delaware limited liability company

     

     

    
      
        
          Ultimate Forbearance
Agreement