RECEIVABLES LOAN AND SECURITY AGREEMENT $11,869,930 Receivables Loan provided by TEXTRON FINANCIAL CORPORATION to ILX ACQUISITION, INC. As of August 31, 2010

Exhibit 10.8

RECEIVABLES LOAN AND SECURITY AGREEMENT

$11,869,930 Receivables Loan

provided by

TEXTRON FINANCIAL CORPORATION

ILX ACQUISITION, INC.

As of August 31, 2010

Execution Version

TABLE OF CONTENTS

SECTION 1. DEFINITIONS			2
SECTION 2. THE RECEIVABLES LOAN AND TERMS OF PAYMENT			20
SECTION 3. RECEIVABLES COLLATERAL			27
SECTION 4. CONDITIONS PRECEDENT TO CLOSING			32
SECTION 5. INTENTIONALLY OMITTED			37
SECTION 6. BORROWER’S REPRESENTATIONS AND WARRANTIES			37
SECTION 7. AFFIRMATIVE COVENANTS			48
SECTION 8. NEGATIVE COVENANTS			63
SECTION 9. SUBORDINATED OBLIGATIONS			66
SECTION 10. DEFAULT			66
SECTION 11. REMEDIES UPON DEFAULT			70
SECTION 12. CERTAIN RIGHTS OF LENDER			75
SECTION 13. MISCELLANEOUS			80

TABLE OF EXHIBITS

EXHIBIT A List of Acquired Assets as of Closing Date
EXHIBIT B Intentionally Omitted
EXHIBIT C List of Existing Club Resorts
EXHIBIT D Form of Master Collateral Assignment
EXHIBIT E Existing Litigation Summary
EXHIBIT F Intentionally Omitted
EXHIBIT G List of Existing Management Agreements
EXHIBIT H Bankruptcy Court Sale Order
EXHIBIT I Form of Reassignment of Timeshare Loans

RECEIVABLES LOAN AND SECURITY AGREEMENT

     THIS RECEIVABLES LOAN AND SECURITY AGREEMENT (“Agreement”) is dated as of the 31^st day of August, 2010, and is entered into by and between ILX ACQUISITION, INC., a Delaware corporation (“Borrower”), located at ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇ and TEXTRON FINANCIAL CORPORATION, a Delaware corporation (“Lender”), located at ▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, under the following facts:

RECITALS:

     WHEREAS, Borrower and ILX Sellers entered into that certain Asset Purchase Agreement dated as of August 31, 2010 as it may be amended from time to time (the “Asset Purchase Agreement”), pursuant to which Borrower has acquired the assets of ILX Sellers as referenced in Section 2.1 of the Asset Purchase Agreement) which listing is set forth on Exhibit “A” attached hereto (the “Acquired Assets”) pursuant to Section 363 of the Bankruptcy Code (“Section 363 Sale”);

     WHEREAS, pursuant to the Joint Plan of Reorganization filed on or about June 17, 2010 and confirmed by the Bankruptcy Court on July 23, 2010 (the “Plan”) and the entry by the Bankruptcy Court of the Sale Order, Lender has agreed to enter into this Agreement with Borrower;

     WHEREAS, ILX Resorts Incorporated, Los Abrigados Partners Limited Partnership, Premiere Development Incorporated, ILE Sedona Incorporated, VCA Tucson Incorporated, VCA South Bend Incorporated and VCA Nevada Incorporated (collectively, “Former Borrowers”) and Lender previously entered into that certain Second Amended and Restated Secured Line of Credit Lending and Security Agreement (Combined ILX Resorts Incorporated Global Facility and Non-conforming Facility) as of April 30, 2004, as amended by that certain First Amendment thereto dated as of February 8, 2006 and by that certain Second Amendment thereto dated as of March 26, 2008, (collectively, the “Original Receivables Loan Agreement”);

     WHEREAS, this Agreement will replace and supersede in its entirety the Original Receivables Loan Agreement;

     WHEREAS, the parties hereto desire to be legally bound by the terms and conditions of this Agreement along with all exhibits attached hereto and related contractual agreements referenced herein, the terms and conditions of which are incorporated herein by this reference;

     NOW, THEREFORE, for and in consideration of the foregoing Recitals, and the covenants and agreements hereinafter set forth and for other good and valuable consideration, the legal adequacy and sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

Section 1. DEFINITIONS.

     In addition to the definitions set forth in the introductory paragraphs, the following terms shall have the following meanings unless otherwise agreed.

     “Accounts” means all “accounts” (as defined in the UCC) acquired by Borrower from any of the ILX Sellers and all of the following now or hereafter owned by Borrower: (a) accounts receivable, contract rights, book debts, notes, drafts and other obligations or indebtedness formerly owing to any of the ILX Sellers and assigned and transferred to Borrower arising from the sale, lease or exchange of goods or other property and/or the performance of services and arising from the Club Membership Plan and the Management Agreements; (b) any of Borrower’s acquired rights in, to and under all purchase orders for goods, services or other property; (c) any of Borrower’s acquired rights to any goods, services or other property represented by any of the foregoing (including returned or repossessed goods and unpaid sellers’ rights of rescission, replevin, reclamation and rights to stoppage in transit); (d) monies due to or to become due to any ILX Sellers or to Borrower under all contracts for the sale, lease or exchange of goods or other property and/or the performance of services including the right to payment of any interest or finance charges with respect thereto (whether or not yet earned by performance on the part of any of the ILX Sellers or Borrower); (e) any of Borrower’s acquired rights to payment from any consumer credit/charge card issuer or any entity which sponsors or administers such cards as the American Express Card, Visa Card, MasterCard, Diners Club Card or Discover Card; (f) all collateral security and guaranties of any kind given by any Person with respect to any of the foregoing; and (d) all Rents.

     “Acquired Assets” has the meaning set forth in the Recitals, a list of which is set forth on Exhibit “A” attached hereto, all of which shall be subject to Lender’s Liens as of the Closing Date.

     “Advance” means any advance under the Receivables Loan by Lender to or on behalf of Borrower in accordance with the terms of this Agreement; no advances are contemplated under the Receivables Loan and any advances made by Lender to Borrower in the future shall be made in the sole discretion of Lender.

     “Affiliate” means any Person (for purposes of the definition of Affiliate, the definition of Person shall exclude natural persons) controlled by, directly or indirectly, through one or more intermediaries, controlling or under common control with Borrower. The term “control” means 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 securities or interests, by contract or otherwise.

     “Affiliation Agreement” means that certain “Affiliation Agreement” executed and dated within one hundred and eighty (180) days of the Closing Date (or such later date as shall be approved by Lender) by and between the Club and the Diamond Vacation Club acceptable to Lender.

     “Agreement” means this Receivables Loan and Security Agreement by and between Borrower and Lender (including the exhibits and schedules to it), as it may be amended, modified or restated from time to time.

     “Allonge” means that certain “Allonge” affixed to a Club Membership Agreement and a Resort Purchase Agreement in substantially the form set forth in Section 4.22(a)(ii)(A).

     “Assessments” means, collectively, applicable Maintenance Fees, Capital Assessments and Personal Charges which a Club Member and a Resort Purchaser are required to pay, which will include any assessments made pursuant to the Club Membership Plan and any applicable Resort Plan.

     “Asset Purchase Agreement” or “APA” has the same meaning as such term is defined in the Recitals.

     “Assigned Club Deed of Trust” means one or more of the Club Deeds of Trust which secure the indebtedness evidenced by a related Club Membership Agreement and which Club Membership Agreements (i) are conveyed and assigned of record by the applicable ILX Sellers to Borrower pursuant to the Sale Order, (ii) shall be subject to the Lien in favor of Lender, and (iii) constitute a portion of the Receivables Collateral and security for the Receivables Loan.

     “Assigned Deeds of Trust” means, collectively, the Assigned Club Deeds of Trust and the Assigned Resort Deeds of Trust.

     “Assigned Resort Deed of Trust” means one or more of the Resort Deeds of Trust which secure the indebtedness evidenced by a related Resort Purchase Agreement and which Resort Deeds of Trust (i) are conveyed and assigned of record by the applicable ILX Sellers to Borrower pursuant to the Sale Order, (ii) shall be subject to the Lien in favor of Lender, and (iii) constitute a portion of the Receivables Collateral and security for the Receivables Loan.

     “Association” means one or more of applicable non-profit homeowners associations or entities which operate and maintain one or more of the Resorts and/or the Club and which in certain instances may be denominated the “Club” in the applicable Resort Plan or Club Membership Plan.

     “Background Documents” has the meaning set forth in Section 4.21 hereof.

     “Back-Up Servicer” means Concord Servicing Corporation, or its successors or assigns.

     “Back-Up Servicing Agreement” means that certain Back-Up Servicing Agreement dated as of the date hereof by and among Borrower, Servicer, Lender and Back-Up Servicer, as it may be amended, modified or restated from time to time.

     “Bankruptcy Case” means the case filed by the ILX Sellers on March 9, 2009 under the Bankruptcy Code; the case is being administered under Case Number 2:09-bk-03594-RTS in the Bankruptcy Court.

     “Bankruptcy Code” means Title II of the United States Code, 11 U.S.C. §§ 101 et seq..

     “Bankruptcy Court” means the United States, Bankruptcy Court for the District of Arizona or any other court having jurisdiction over the Bankruptcy Case from time to time.

     “▇▇▇▇ Rock Inn” means the ▇▇▇▇ Rock Inn located in Village Oak Creek, Arizona.

     “Business Day” means any day which is not a Saturday, Sunday or a legal holiday under the laws of the States of Arizona, Nevada, Connecticut or Rhode Island, or the United States.

     “Capital Assessment” means a charge against each Club Member or Resort Purchaser (other than Borrower or any of the ILX Sellers) and such Club Member’s Club Membership Share or Resort Purchaser’s Resort Interest representing the cost to the Club or the Resort for purchase, lease, installation, construction or reconstruction of any capital improvements for the benefit of the Club or the applicable Resort, or for any other item for which sufficient funds are otherwise unavailable (for example without limitation, common furnishings such as office furniture, computer equipment and software).

     “Carriage House” means the Carriage House Resort located in Las Vegas, Nevada.

     “Change of Control” means if (i) DRC or an Affiliate thereof ceases to own 100% of Borrower; or (ii) there is a vacancy in the position of Chief Executive Officer or Chief Financial Officer of DRC and such party is not replaced within sixty (60) days after leaving such position with a successor who has comparable experience and expertise that is reasonably acceptable to Lender.

     “Closing Date” means the date of this Agreement.

     “Club” means the Premiere Vacation Club, an Arizona non-profit corporation, which as of the Closing Date owns and shall continue to own legal title to all of the annexed Club Inventory located within each of the Club Resorts, subject as of the Closing Date to Lender’s Lien on Club Inventory and pursuant to the terms of the Club Membership Plan and any applicable Resort Plan.

     “Club Consumer Documents” means the following documents, pursuant to which Premiere previously sold Club Membership Interests to the extent such documents are contained in the timeshare loan documents conveyed to the Borrower by the ILX Sellers:

     A. Club Membership Agreement;

     B. Allonge;

     C. Club Deed;

     D. Club Deed of Trust;

     E. Collateral Assignment of Deeds of Trust;

     F. Public Report Receipt;

     G. Owner’s Understanding and Acknowledgment;

     H. Credit Application;

     I. Good Faith Estimate;

     J. HUD-1 Uniform Settlement Statement; and

     K. Notice to Mortgage Loan Applicants.

     “Club Deed” means a recorded special warranty or similar deed, executed either by Club or by Premiere, that transfers and conveys to a Club Member a Club Membership Interest, which deed, the Club Membership related thereto and the Los Abrigados Resort undivided fractional interest as tenants in common with other Club Members therein, as set forth in each Club Member’s special warranty deed, shall be subject to the terms and conditions of the Club Membership Plan, as well as all other matters of public record.

     “Club Deed of Trust” means one or more recorded deeds of trust, mortgages or similar documents executed by a Club Member for the benefit of Premiere which deeds of trust or mortgages (i) are conveyed and assigned of record by the applicable ILX Sellers to Borrower pursuant to the Sale Order, (ii) shall be subject to the Lien in favor of Lender, and (iii) constitute a portion of the Receivables Collateral that creates a Lien on the Club Membership Interest and Club Membership Shares represented by such Club Member’s Club Deed acquired by such Club Member from the applicable ILX Sellers to secure any unpaid balance of the Club Member’s Club Loan, and/or to secure compliance with the Club Membership Documents and any unpaid Assessments or other sums owed by such Club Member pursuant to the Club Membership Plan or the Club Deed of Trust, as it has or may be amended from time to time.

     “Club Inventory” means all Club Membership Interests conveyed to and annexed as part of the Club as of the Closing Date or subsequent thereto as set forth in each present, existing or hereafter arising Declaration of Annexation for the Club; pursuant to the Section 363 Sale and Sale Order, the Club as of the date hereof continues to own legal title to all such inventory free and clear of any liens other than the Liens of Lender; a listing of all Club inventory annexed into the Club as of the date hereof is attached to the then current Club Membership Plan.

     “Club Loan” means one or more loans by the applicable ILX Sellers to a Club Member evidenced by a Club Membership Agreement and secured by a Club Deed of Trust, which results from the sale of a Club Membership Interest to a Club Member, which loans (i) are conveyed and assigned of record from the applicable ILX Sellers to Borrower pursuant to the Sale Order, (ii) shall be subject to the Lien in favor of Lender, and (iii) constitute a portion of the Receivables Collateral.

     “Club Manager” means Diamond Resorts Management, Inc., an Arizona corporation, its successors and assigns, subject to Lender’s prior written consent.

     “Club Member” means Borrower and the owner of a Club Membership (the “Buyer” as such term is used and defined in the applicable Club Membership Agreement).

     “Club Membership” means the collection of occupancy and other rights and obligations of a Club Member set forth and described in the Club Membership Documents; the Club Membership is conveyed, transferred and evidenced by the Club Deed and is not separable thereafter from the Club Deed or the other interests described in and transferred by the Club Deed.

     “Club Membership Agreement” means one or more “Vacation Club Membership Purchase Agreements”, or any other purchase agreements or installment sale contracts, each of which includes a promissory note or other evidence of indebtedness, and any addenda thereto, between Premiere and the Person named therein as “Buyer” providing for the sale by Premiere and the purchase by such “Buyer” of one or more Club Membership Interests, which agreements or contracts (i) are conveyed and assigned of record by the applicable ILX Sellers to Borrower pursuant to the Sale Order, (ii) shall be subject to the Lien in favor of Lender, and (iii) constitute a portion of the Receivables Collateral.

     “Club Membership Documents” means the Club Membership Plan, the Articles of Incorporation and the Bylaws of the Club, the Rules and Regulations, the Club Consumer Documents, applicable state public offering statements and public report receipts registering the Club in various jurisdictions, owner’s understanding and acknowledgment, HUD-1 Uniform settlement statements and good faith estimates and any other documents related to the Club or the Reservation System (exclusive of the Resort Documents) and which are executed or delivered concurrently or in connection with the Club Membership Agreement, and, where applicable, any Resort Plan, all of which governs a Club Member’s use and the operation of the Club.

     “Club Membership Interest” means the ownership interest of any Club Member in the Club consisting of such Club Member’s Club Membership Share and a Club Deed to a corresponding undivided fractional interest in the Los Abrigados Resort, as tenants in common with other Club Members and Resort Purchasers therein.

     “Club Membership Plan” means the Premiere Vacation Club Membership Plan (Restated) restated and recorded in the Maricopa County, Arizona public records on February 14, 2008, as Instrument No. 2008-0133225, as it may be amended, supplemented or restated from time to time and all exhibits and schedules, including, without limitation, all Declarations of Annexation attached thereto, as amended, supplemented or restated from time to time, which provides for the management, operation, maintenance, use and enjoyment of the Club, which establishes the benefits and burdens of the Club with respect to its Club Members, which imposes obligations

on Club Members, which grants Borrower certain rights as Declarant including the right to revoke a Club Member’s Club Membership and thereafter resell the Timeshare Interest to another Person and to annex and/or de-annex Club Inventory with the prior written consent of Lender.

     “Club Membership Share” means each Club Member’s owned share in the Club based upon the occupancy period and annual frequency of such Club Member’s Club Membership Interest together with all rights, benefits, privileges and interests appurtenant thereto, as more specifically described in the Club Membership Agreement and Club Deed and in accordance with the Club Membership Plan.

     “Club Resort” means any Resort or Resorts previously approved by Lender, for which the applicable ILX Sellers have conveyed Club Inventory to the Club as more particularly described in one or more separate Declarations of Annexation; a listing of all Club Resorts as of the date hereof is attached hereto as Exhibit “C”, as such may be amended or supplemented from time to time, with the prior written consent of the Lender.

     “Collateral” means the Receivables Collateral.

     “Collateral Assignment of Management Agreements” means that certain “Collateral Assignment of Management Agreements and Contracts” dated as of the date hereof executed by Borrower in favor of Lender pursuant to which Borrower collaterally assigns to Lender all of the Borrower’s right, title and interest in and to all Management Agreements and Contracts, as it may be amended, modified or restated from time to time.

     “Collateral Assignment of Declarant Rights” means that certain recorded “Collateral Assignment of Declarant Rights” dated as of the date hereof executed by Borrower in favor of Lender that assigns all of Declarant Rights as defined therein to Lender, as it may be amended, modified or restated from time to time.

     “Consumer Documents” means, collectively, the Club Consumer Documents and the Resort Consumer Documents.

     “Contracts” means (a) all present and future contracts, agreements, assignable permits and licenses (including occupancy permits, business licenses, and liquor licenses) warranties, and representations which Borrower has acquired from the ILX Sellers or otherwise relating to or governing the use, occupancy, operation, management, repair, or service of the Resorts or the Club or related to Borrower’s business; (b) all present and future agreements with credit card issuers, sponsors or administrators; (c) to the extent Borrower has acquired rights thereto from any of the ILX Sellers or otherwise, all present and future leases, occupancy agreements, registration and concession agreements, and commitments to provide rooms or facilities in the future to the extent that they are not solely interests in real estate; and (d) all present and future Management Agreements and any contracts and agreements described in

the Club Membership Plan which have been acquired by Borrower from the ILX Sellers or otherwise. “Contracts” includes all amendments, modifications, and supplements to any of the foregoing and includes all existing and future contracts assigned to or entered into by Borrower. A listing of existing Contracts is attached to the Inventory Loan Agreement.

     “Custodial Agreement” means that certain Custodial Agreement dated as of the date hereof by and among Lender, Borrower and Custodian, as it may be amended, modified or restated from time to time.

     “Custodian ” means Concord Servicing Corporation, or its successors or assigns.

     “Debtor Relief Laws” means any applicable liquidation, conservatorship, bankruptcy, moratorium, rearrangement, insolvency, reorganization or similar law, proceeding or device providing for the relief of debtors from time to time in effect and generally affecting the rights of creditors.

     “Declaration of Annexation” means each Declaration of Annexation of Weeks to Premiere Vacation Club previously executed by the Club, Premiere and ▇▇▇▇▇ ▇. ▇▇▇▇▇, as Attorney-in-Fact for the Club Members and attached to each applicable Club Membership Plan and recorded in the public records of Maricopa County, Arizona, which includes a listing of Unit Weeks annexed to the Membership Plan pursuant to each Declaration of Annexation and a current and complete listing of all Unit Weeks so annexed to the Club Membership Plan as Club Inventory, as well as any Unit Week, which has been de-annexed from the Club Membership Plan, as amended, supplemented or restated from time to time; a listing of all existing Club Inventory is attached to the then current Club Membership Plan; and all future declarations of annexation to the Club.

     “Deed” means, collectively, a Club Deed and a Resort Deed.

     “Deed of Trust” means, collectively, a Club Deed of Trust and a Resort Deed of Trust.

     “Default”. An event or condition, the occurrence of which immediately is or, with the lapse of time or the giving or notice or both, becomes an Event of Default.

     “Default Rate” means the Interest Rate plus four percent (4%) per annum, provided, however the Default Rate shall in no event exceed the highest interest rate permitted to be charged by applicable usury laws.

     “Diamond Vacation Club” means THE Club®.

     “DRC” means Diamond Resorts Corporation, a Maryland corporation, and its successors or assigns.

     “DRC Affiliates” means the Servicer, Manager, Marketing and Sales Agent and any other entities affiliated with DRC which enter into agreements or contracts with the Borrower in connection with any of the Resorts or the Club or this Agreement and the Loan Documents.

     “Environmental Laws” means Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended from time to time (“CERCLA”), the Resource Conservation and Recovery Act of 1976, as amended from time to time (“RCRA”), the Superfund Amendments and Reauthorization Act of 1986, as amended, the federal Clean Air Act, the federal Clean Water Act, the federal Safe Drinking Water Act, the federal Toxic Substances Control Act, the federal Hazardous Materials Transportation Act, the federal Emergency Planning and Community Right to Know Act of 1986, the federal Endangered Species Act, the federal Occupational Safety and Health Act of 1970, the federal Water Pollution Control Act, and any and all comparable statutes or ordinances enacted in Arizona, Colorado, Nevada, Indiana or Mexico, as all of the foregoing laws may be amended from time to time, and any rules or regulations promulgated pursuant to the foregoing; together with any similar local, state or federal statutes, ordinances, rules or regulations, either in existence as of the date hereof or enacted or promulgated after the date of this Agreement, that concern the management, control, storage, discharge, treatment, containment, removal and/or transport of Hazardous Materials or other substances that are or may become a threat to public health or the environment; together with any common law theory involving Hazardous Materials or substances which are (or alleged to be) hazardous to human health or the environment, based on nuisance, trespass, negligence, strict liability or other tortious conduct, or any other federal, state or local statute, regulation, rule, policy, or determination pertaining to health, hygiene, the environment or environmental conditions.

     “EPA” means the Environmental Protection Agency.

     “Escrow Agreement” means that certain “Escrow Agreement” dated as of the date hereof by and among ILX Resorts, Incorporated, ILX-Bruno, L.L.C., Borrower, Lender and First American Title Insurance Company, as escrow agent, if an escrow arrangement is used in connection with the deed to the Forest Service Land.

     “Event of Default” has the meaning set forth in Section 10 hereof.

     “Exchange Company” means II or RCI.

     “FF&E” means furnishings, fixtures and equipment.

     “Financed Timeshare Interest” means, collectively, any Timeshare Interest or any Property encumbered by the Liens on (i) the Assigned Deeds of Trust or (ii) any of Lender’s Liens.

     “Financial Statements” means the balance sheets and statements of income and expense of Parent and the related notes and schedules delivered prior to the Closing Date; and the monthly and annual financial statements and reports required to be provided to Lender pursuant to this Agreement.

     “Former Borrowers” has the meaning set forth in the Recitals.

     “Forest Service Land” means the real property consisting of approximately 14 acres of land located in Sedora, Arizona commonly referred to as the U.S. Forest Service land parcel and more particularly as an exhibit to the Inventory Loan Agreement.

     “GAAP” means generally accepted accounting principles applied on a consistent basis, as described in Opinions of the Accounting Principles Board of the American Institute of Certified Public Accountants and/or in statements of the Financial Accounting Standards Board which are applicable in the circumstances as of the date in question.

     “Golden Eagle Resort” means the Golden Eagle Resort located in ▇▇▇▇▇ Park, Colorado.

     “Government Authority” means any nation or government, any state or other political subdivision thereof, any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government and any court or arbitrator or tribunal having jurisdiction over Borrower, the DRC Affiliates, the Resorts, the Receivables Collateral or the Club.

     “Hazardous Materials” means those substances as defined as “hazardous substances,” “hazardous materials,” “toxic substances,” or “solid waste” as defined in the Environmental Laws, and any other contaminant or any material, waste or substance which is petroleum or petroleum based, asbestos, polychlorinated biphenyls, flammable explosives or radioactive materials.

     “II” has the meaning set forth in Section 7.36 hereof.

     “ILX Sellers” means ILX Resorts Incorporated, ILE Sedona Incorporated, ILX Tourist Station Incorporated, ILX-Bruno LLC, Los Abrigados Partners Limited Partnership, Genesis Investment Group, Inc., Puerto Peñasco Vacation Destinations, S. de ▇.▇. de C.V., Premiere Development Incorporated, Sea of ▇▇▇▇▇▇ Premiere Vacation Club S. de ▇.▇. de C.V., Rocky Point Genesis Incorporated, VCA Tucson Incorporated, VCA South Bend Incorporated, VCASB Partners General Partnership, First Piggy LLC, Harbor Southwest Development, Inc., and ILX ▇▇▇▇ Rock Incorporated.

     “Ineligible Pool” has the meaning set forth in Section 2.5(d) hereof.

     “Ineligible Pool Collection” has the meaning set forth in Section 2.5(d) hereof.

     “Instruments” means all “instruments”, “chattel paper” (including electronic chattel paper) and “letters of credit”, in which Borrower now has or hereafter acquires any rights (each as defined in the UCC) including, without limitation, all checks, drafts, notes, bonds, debentures and certificates of deposit.

     “Intellectual Property” has the meaning set forth in the APA.

     “Interest Rate” means the rate of interest on the principal amount outstanding at any time under the Receivables Loan which is equal to a fixed interest rate of ten percent (10%) per annum.

     “Inventory Collateral” has the meaning set forth in the Inventory Loan Agreement.

     “Inventory Loan” means the credit facility or facilities provided for in the Inventory Loan Agreement.

     “Inventory Loan Agreement” means that certain Inventory Loan and Security Agreement dated as of the date hereof by and between Lender and Borrower, as it may be amended, modified or restated from time to time.

     “Inventory Loan Documents” has the meaning set forth in the Inventory Loan Agreement.

     “▇▇▇▇’▇ Ranch Lodge” means the ▇▇▇▇’▇ Ranch Lodge located in Payson, Arizona.

     “Legal Requirements” means all federal, state and local ordinances, laws, regulations, orders, judgments, decrees, determinations and other legal restrictions governing the Club, the Resorts, the Borrower, the DRC Affiliates or their respective business or operations.

     “Licenses” means all material licenses, permits, consents, authorizations, approvals, franchises, waivers, exemptions and orders as are necessary or appropriate in order for Borrower legally to carry on its business as it will be conducted in connection with the Resorts, Club or Acquired Assets.

     “Lien” means any existing as of the Closing Date or hereafter arising interest in Property (including without limitation a security interest, mortgage or deed of trust) securing an obligation owed to, or valid claim by Lender, whether such interest arises in equity or is based on common law, statute or contract.

     “Liquidating Trust” has the meaning set forth in Section 2.5(d) hereof.

     “Loan Costs” means without duplication (a) all costs or expenses (including taxes, photocopying, notarization, telecommunication and insurance premiums) required to be paid by Borrower under this Agreement or the Loan Documents that are

paid or advanced by Lender; (b) documentation, filing, recording, publication, appraisal, lock box, fees paid by Lockbox Agent, custodial fees to custodian, loan servicing fees paid to Servicer and Back-Up Servicer; (c) costs and expenses incurred by Lender in the disbursement of funds or incurred by Lender resulting from the dishonor of checks; (d) costs and expenses paid or incurred by Lender to correct any default or enforce any provision of this Agreement or the Loan Documents, or in gaining possession of, maintaining, handling, preserving, storing, shipping, selling, preparing for sale, or advertising the Receivables Collateral for sale, regardless of whether a sale is consummated; (e) costs incurred by Lender in connection with work-out, restructuring or related discussions or litigation incurred in connection with the enforcement of Lender’s rights hereunder and the protection and liquidation of the Receivables Collateral; (f) costs and expenses paid or expenses of third party claims or any other suit paid or incurred by Lender in enforcing or defending this Agreement or the Loan Documents; and (g) Lender’s reasonable attorney’s fees and expenses incurred in advising, structuring, drafting, reviewing, administering, amending, restating, terminating, enforcing (including attorney’s fees and expenses incurred in connection with a “workout,” a restructuring, or in connection with the voluntary or involuntary insolvency proceedings concerning Borrower), defending, or concerning the Agreement or the Loan Documents, regardless of whether a lawsuit is commenced; provided, however, in all instances, Loan Costs shall be limited to reasonable and documented expenses which are necessitated by Lender’s transactions with Borrower or as may otherwise be required in order to protect Lender’s rights in and to the Collateral; this term is inclusive of all expenses and closing fees set forth in Section 7.24 below.

     “Loan Documents” means, collectively, all agreements executed by and between Lender and Borrower pertaining to the establishment of the lending relationship described herein, including, without limitation, this Agreement, the Receivables Loan Promissory Note, UCC Financing Statements, Mortgage, Collateral Assignment of Management Agreements, Master Collateral Assignment, Collateral Assignment of Declarant Rights, Custodial Agreement, Servicing Agreement, Back-Up Servicing Agreement, Lockbox Agreement, and any other documents, agreements and instruments relating to the Receivables Loan or which may be requested by Lender to evidence and secure the obligations, to evidence and perfect the right and Liens of Lender contemplated by the Loan Documents and to effectuate the transactions contemplated hereby, as they may be amended, supplemented or restated in writing from time to time.

     “Lockbox Account” means the deposit account established pursuant to the terms of the Lockbox Agreement.

     “Lockbox Agent” means collectively, Regulus Group II, LLC, as lockbox agent, and ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ Bank, N.A., as account agent, or such other Person as may be approved by Lender in writing from time to time; Lockbox Agent shall act as Lender’s exclusive agent for the collection of all payments made on the Pledged Timeshare Loans.

     “Lockbox Agreement” means, individually and collectively, that certain Lockbox Agreement executed as of the date hereof by and among Borrower, Lender, Servicer and Lockbox Agent pursuant to which Lockbox Agent agrees to provide for the receipt and deposit of payments on the Pledged Timeshare Loans and disbursement of such payments to Lender, as well as certain financial reporting services, and any future lockbox agreement as may be approved by Lender.

     “Los Abrigados Resort” means the Los Abrigados Resort & Spa located in Sedona, Arizona.

     “Maintenance Fee(s)” means, collectively, an annual charge against each Club Member and Resort Purchaser, representing a pro-rata portion of the annual common expenses (including the annual maintenance fees, dues or other charges relating to the Club Membership Interest or Resort Interest), but subject to the special provisions concerning Premiere and Borrower in the Club Membership Plan and applicable Resort Plan.

     “Management Agreement” means individually and collectively, each existing or future management agreement and/or sub-management agreement entered into by and between an applicable ILX Seller and Club or the applicable Association which have been conveyed, assigned to and/or assumed by Borrower and/or Manager from each of the ILX Sellers, or any management agreement or sub-management agreement hereafter entered into by Borrower and/or Manager with the applicable Association or the Club, pursuant to which the Borrower and/or Manager is to provide management and other services with respect to the Club and Resorts as contemplated by the Club Membership Plan or other Resort Documents; a list of existing management agreements acquired, assigned or assumed by Borrower and/or Manager (or any related sub-management agreements) all of which are collaterally assigned to Lender is set forth on Exhibit “G” attached hereto.

     “Manager” means individually and collectively, the Club Manager and the Resort Manager

     “Marketing and Sales Agent” means Diamond Resorts International Marketing, Inc., a California corporation and its successors and assigns, as approved by Lender which will enter into a marketing and sales agreement with Borrower subsequent to the Closing Date which agreement shall be approved by Lender at such time.

     “Master Collateral Assignment” means collectively, one or more “Master Collateral Assignment of Timeshare Loans and Deeds of Trust” in recordable form executed by Borrower in favor of Lender pursuant to which Borrower collaterally pledges and assigns of record to Lender all of Borrower’s right, title and interest in and to the Club Membership Agreements, Resort Purchase Agreements, Assigned Club Deeds of Trust and Assigned Resort Deeds of Trust conveyed and assigned of record to Borrower by ILX Sellers pursuant to the Asset Purchase Agreement, the form of which is attached hereto as Exhibit “D”; and the Master Absolute Assignment from ILX

Sellers in favor of Borrower dated as of the date hereof, which master collateral assignment shall be recorded in the applicable public records of the Coconino County, Arizona the location of the Los Abrigados Resort and any other agreed upon locations.

     “Material Adverse Effect” means a material adverse effect on any of the following: (a) the property, business, operations or financial condition of Borrower or the DRC Affiliates, (b) the ability of Borrower or DRC Affiliates to perform each of their respective obligations under any of the Loan Documents or agreements in connection with this transaction to which they are parties, (c) the legality, validity or enforceability of any of the Loan Documents, (d) the rights and remedies of the Lender under any of the Loan Documents, (e) the timely payment of the principal or interest on the Receivables Loan, or (f) the validity, perfection or priority of a Lien in favor of the Lender on any material part of the Receivables Collateral.

     “Material Party” has the meaning set forth in Section 4.10 hereof.

     “Maximum Rate” has the meaning set forth in Section 2.12 hereof.

     “Maximum Receivables Loan Amount” means the sum of Eleven Million Eight Hundred Sixty-Nine Thousand Nine Hundred Thirty Dollars ($11,869,930.00).

     “Merchant Account” means the deposit account established by the Merchant Bank into which all credit card payments are deposited.

     “Merchant Bank” means JPMorgan Chase Bank, N.A. and any successors or assigns.

     “Mortgage” has the meaning set forth in the Inventory Loan Agreement.

     “Mortgaged Property” has the meaning set forth in the Inventory Loan Documents.

     “Net Proceeds” has the meaning set forth in Section 2.5(a) hereof.

     “Nevada Resorts Loan” means the hypothecation loan made by Lender to an Affiliate of DRC as evidenced by the Amended, Restated and Consolidated Loan and Security Agreement between Lender and an Affiliate of DRC, dated as of October 1, 2005, as it has been and may be amended from time to time.

     “Obligations” means all amounts due or becoming due to Lender in respect of the Receivables Loan and all amounts due or becoming due to Lender under any of the Loan Documents, now existing or hereafter created or arising, joint or several, direct or indirect, arising out of contract or tort or under law, and whether created directly or acquired or accruing by assignment, assumption or otherwise, and including principal, interest, prepayment premiums, contributions, taxes, insurance, loan charges, advance fees, commitment fees, administrative fees, servicing fees, arrangement fees, renewal fees, release fees, lockbox fees, custodial fees, protective advance fees, court costs,

attorneys’ and paralegals’ fees and expenses incurred by Lender and other fees or expenses incurred by Lender or advanced by Lender to or on behalf of Borrower or pursuant to any of the Loan Documents, and amounts payable to or for the benefit of Lender under any subrogation rights, indemnities or guaranties in connection with the Receivables Loan.

     “One to One Ratio” has the meaning set forth in Section 6.34 hereof.

     “Original Receivables Loan Agreement” has the meaning set forth in the Recitals.

     “Parent” means Diamond Resorts Parent, LLC, a Delaware limited liability company, the parent company of DRC.

     “Payment Authorization Agreement” means the pre-authorized electronic debit agreement by a Purchaser known as the “Automatic Payment Plan” or “APP” which provides for payment of a Pledged Timeshare Loan.

     “Pension Reform Act” has the meaning set forth in Section 6.24 hereof.

     “Permitted Liens” means all covenants, conditions and restrictions, rights of way, easements and other matters of public record, none of which, individually or in the aggregate materially interferes with the current or intended use of Timeshare Interests by Purchasers.

     “Person” means and includes natural persons, limited liability companies, corporations, limited partnership, general partnership, joint ventures, trusts, land trusts, business trusts, or other organizations, irrespective of whether they are legal entities, and governments and agencies and political subdivisions thereof.

     “Personal Charges” means a charge against a particular Purchaser and such Purchaser’s Timeshare Interest equal to (a) any and all charges attributable to or incurred by a Purchaser or permitted user during the use of an assigned Unit at a Resort; (b) the cost incurred by the Club or Borrower for any corrective action performed pursuant to the provisions of the applicable Club Membership Plan or Resort Plan; or (c) a reasonable fine or penalty assessed by the Club, the Borrower or the applicable Association, plus interest and other charges as provided for in the Club Membership Plan or the Resort Plan, as applicable.

     “Plan” has the same meaning as such term is defined in the Recitals.

     “Pledged Timeshare Loan” means one or more Timeshare Loans which (i) are conveyed and assigned of record by the applicable ILX Sellers to Borrower pursuant to the Sale Order, (ii) shall be subject to the Lien in favor of Lender, and (iii) constitute a portion of the Receivables Collateral and security in part for Borrower’s Obligations under the Loan Documents, a schedule of which is set forth as Exhibit “A” to the Master Collateral Assignment.

     “Premiere” means Premiere Development Incorporated, an Arizona corporation, the seller of Club Memberships and the declarant under the Club Membership Plan, which has assigned all of its rights to Borrower as successor declarant and seller of Club Memberships pursuant to the terms of the APA.

     “Profit-Sharing Plan” has the meaning set forth in Section 6.24 hereof.

     “Property” means any interest in any kind of property or asset, whether real, personal, or mixed, tangible or intangible.

     “Purchase Agreement” means, individually or collectively, one or more Club Membership Agreements and one or more Resort Purchase Agreements.

     “Purchaser” means, collectively, a Club Member and a Resort Purchaser.

     “Receivables Collateral” has the meaning set forth in Section 3.1 hereof.

     “Receivables Loan” means the loan provided for in this Agreement and the Loan Documents up to the Maximum Receivables Loan Amount.

     “Receivables Loan Maturity Date” means August 31, 2015.

     “Receivables Loan Promissory Note” means that certain Receivables Promissory Note of even date herewith executed and delivered by Borrower in favor of Lender in the original principal amount not to exceed the Maximum Receivables Loan Amount which evidences Borrower’s agreement to repay the Receivables Loan and certain other Obligations associated with the Receivables Loan as it may be amended, supplemented or restated from time to time.

     “Release Payment(s)” has the meaning set forth in Section 2.6(a) hereof.

     “Reportable Event” has the meaning set forth in Section 6.24 hereof.

     “Reservation System” means, individually and collectively, the method, arrangement or procedure including any computer network and software (including Gipsy Software System) employed for the purpose of enabling or facilitating the operation of the system which (i) enables each Club Member to utilize such Club Member’s right to reserve an occupancy period at a Club Resort in accordance with the provisions and conditions set forth in the Club Membership Documents and (ii) enables each Resort Purchaser to utilize such Resort Purchaser’s right to reserve an occupancy period at the applicable Resort in accordance with the applicable Resort Documents.

     “Resort(s)” means individually and collectively, the Los Abrigados Resort & Spa, The Inn at Los Abrigados, ▇▇▇▇’▇ Ranch Lodge, Golden Eagle Resort, Roundhouse Resort (inclusive of Premiere Vacation Club), Varsity Clubs of America—South Bend Chapter, Varsity Clubs of America—Tucson Chapter, Carriage House, ▇▇▇▇ Rock Inn (inclusive of Premiere Vacation Club), Celebrity House, Scottsdale Camelback Resort,

Rancho Manana Resort and the Sea of ▇▇▇▇▇▇ Premiere Vacation Club; the Resort or Resorts refers to, among other things, the undivided annual or biennial Timeshare Interests in each of the Resorts, and the appurtenant exclusive rights to use assigned Units in one or more buildings or phases, and all appurtenant or related common elements, properties, amenities, facilities, equipment, appliances, fixtures, easements, licenses, rights and interests, as established by and more fully defined and described in the respective Resort Plans.

     “Resort Consumer Documents” means the following documents, pursuant to which the ILX Sellers previously sold Resort Interests in the forms to the extent such documents are contained in the timeshare loan documents conveyed to the Borrower by the ILX Sellers:

     (a) Resort Purchase Agreement;

     (b) Allonge;

     (c) Resort Deed;

     (d) Resort Deed of Trust;

     (e) Collateral Assignment of Deeds of Trust;

     (f) Public Report Receipt;

     (g) Owner’s Understanding and Acknowledgment;

     (h) Credit Application;

     (i) Good Faith Estimate;

     (j) HUD-1 Uniform Settlement Statement; and

     (k) Notice to Mortgage Loan Applicants.

     “Resort Deed” means a recorded special warranty or similar deed, executed by the applicable ILX Sellers that transfers and conveys to a Resort Purchaser a Resort Interest in the applicable Resort to be held as tenants in common with Borrower and other Resort Purchasers of Resort Interests at such Resort, which deed and related Resort Interest shall be subject to the terms and conditions of the applicable Resort Plan, as well as all other matters of public record.

     “Resort Deed of Trust” means one or more recorded deeds of trust, mortgages or similar documents executed by a Resort Purchaser for the benefit of the applicable ILX Sellers which deeds of trust or mortgages (i) are conveyed and assigned of record by the applicable ILX Sellers to Borrower pursuant to the Sale Order, (ii) shall be subject to the Lien in favor of Lender, and (iii) constitute a portion of the Receivables Collateral that creates a Lien on the Resort Interest acquired by such Resort Purchaser from the applicable ILX Sellers to secure any unpaid balance of the Resort Purchaser’s Resort Loan, and/or to secure compliance with the Resort Documents and any unpaid Assessments or other sums owed by such Resort Purchaser pursuant to the Resort Plan or the Resort Deed of Trust, as it has been or may be amended from time to time.

     “Resort Documents” means each Resort Plan, the Articles of Incorporation and Bylaws of the applicable Association, the Rules and Regulations, the Resort Consumer Documents, applicable state public offering statements and public report receipts

registering the applicable Resort in various jurisdictions, owner’s understanding and acknowledgment, HUD-1 uniform settlement statements and good faith estimates and any other documents related to each Resort or the Reservation System in connection with the Resort and, which are executed or delivered concurrently or in connection with the Resort Purchase Agreement, for each Resort and collectively for all Resorts.

     “Resort Interest” means the “stand alone” timeshare fee simple ownership interest of any Resort Purchaser and/or Borrower (to the extent conveyed by the applicable ILX Seller to Borrower as part of the Acquired Assets as of the Closing Date) in the applicable Resort consisting of a membership share, or a Unit Week in such Resort and a Resort Deed to a corresponding undivided fractional interest in the applicable Resort, as tenants in common with other owners of Resort Interests at such Resort which is subject to the Resort Documents and which is not subject to the Club Membership Plan; legal title to all resort interests is conveyed by the applicable ILX Sellers to Borrower as part of the Acquired Assets on the Closing Date.

     “Resort Loan” means one or more loans made by the applicable ILX Seller to a Resort Purchaser evidenced by a Resort Purchase Agreement and secured by a Resort Deed of Trust which results from the sale of a Resort Interest to a Resort Purchaser, which loans (i) are conveyed and assigned of record by the applicable ILX Sellers to Borrower pursuant to the Sale Order, (ii) shall be subject to the Lien in favor of Lender, and (iii) constitute as a portion of the Receivables Collateral.

     “Resort Manager” means Diamond Resorts Management, Inc., an Arizona corporation, its successors and assigns, subject to Lender’s prior written consent.

     “Resort Plan” means the current “Membership Plan” or the applicable declaration of covenants, conditions and restrictions establishing the timeshare regime at each Resort recorded in the public records of the applicable jurisdiction in which any Resort is located, as amended, supplemented or restated from time to time, which provides for the management, operation, maintenance, use and enjoyment of each of the Resorts by the owners and which establishes the benefits and burdens upon such property.

     “Resort Purchase Agreement” means one or more “Vacation Club Membership Purchase Agreements”, other purchase agreements or installment sales contracts, each of which includes a promissory note or other evidence of indebtedness and any addenda thereto between the applicable ILX Sellers and the Person named therein as “Buyer” providing for the sale by the applicable ILX Sellers and the purchase by such “Buyer” of one or more Resort Interests, which Resort purchase agreements (i) are conveyed and assigned of record by the applicable ILX Sellers to Borrower pursuant to the Sale Order, (ii) shall be subject to the Lien in favor of Lender, and (iii) constitute a portion of the Receivables Collateral.

     “Resort Purchaser” means Borrower and the owner of a Resort Interest in a Resort (the “Buyer” as such term is defined in the Resort Purchase Agreement).

     “Roundhouse Resort” means the Roundhouse Resort located in Pinetop/Lakeside, Arizona.

     “Sale Order” means an order of the Bankruptcy Court in form and substance acceptable to Borrower and Lender and in substantially the form of Exhibit “H” attached hereto.

     “Sale Shortfall Amount” has the meaning set forth in Section 2.13 hereof.

     “Sales and Marketing Agreement” means any agreement between Borrower and Marketing and Sale Agent for the sales and marketing of the Resort or the Club by such agent or any successor thereto, subject to Lender’s prior written consent.

     “Sales Price” means the gross sales price paid by a Purchaser for one or more Timeshare Interests and shall not include closing costs, broker’s commission paid by Purchaser or any charge for interest.

     “Sea of ▇▇▇▇▇▇ Premiere Vacation Club” means the Sea of ▇▇▇▇▇▇ Premiere Vacation Club located in San ▇▇▇▇▇▇, Sonora, Mexico.

     “Section 363 Sale” is defined in the Recitals.

     “Servicer” means, collectively, Diamond Resorts Financial Services, Inc., a Nevada corporation, its successors or assigns, subject to Lender’s prior written consent and Concord Servicing Corporation which shall continue in a transition capacity for up to 180 days as the interim servicer and shall subsequently serve as Back-Up Servicer.

     “Servicing Agreement” means, individually and collectively, that certain Servicing Agreement dated of even date herewith, entered into between Concord Servicing Corporation, Servicer, Borrower, and Lender providing for the servicing of Pledged Timeshare Loans and providing certain required reports and for collection of payments made on Pledged Timeshare Loans which shall be in effect for an up to 180-day transition period, and the contemplated servicing agreement to be entered into subsequent to the Closing Date between Borrower, Lender and Diamond Resorts Financial Services, Inc. which shall be satisfactory to Lender.

     “Stock Pool” has the meaning set forth in Section 2.13 hereof.

     “Subordinated Indebtedness” has the meaning set forth in Section 9 hereof.

     “The Inn at Los Abrigados” means The Inn at Los Abrigados located in Sedona, Arizona.

     “Timeshare Act” means the applicable timeshare act, statute and regulations in each jurisdiction in which a Resort is located, including, without limitation, Arizona, Nevada, Indiana, Colorado and Mexico.

     “Timeshare Interest(s)” means, collectively, Club Membership Interests and Resort Interests.

     “Timeshare Loan(s)” means, collectively, Club Loans and Resort Loans.

     “Title Company” means First American Title Insurance Company and its affiliates.

     “Trigger Event” has the meaning set forth in Section 2.5(a) hereof.

     “UCC” means the Uniform Commercial Code as adopted and in effect in the State of (with respect to Collateral located in or subject to the Uniform Commercial Code in that State), and, with respect to Receivables Collateral located in any other State, the Uniform Commercial Code as adopted and in effect in that State, as amended from time to time.

     “Unit” means an apartment, condominium unit, room or other private or commercial structure affixed to real property and designed and available pursuant to applicable law for use and occupancy as a vacation residence by one or more individuals, together with all appurtenances thereto.

     “Unit Week” means specific fee simple interval ownership interests or other occupancy rights, each consisting primarily of a seven (7) day occupancy period in a type of Unit at a Club Resort legal title to which was conveyed to the Club by the applicable ILX Sellers or Borrower subsequent to the Closing Date pursuant to a special warranty deed and more particularly described in the then current Declaration of Annexation attached to the Club Membership Plan.

     “Varsity Clubs of America—South Bend Chapter” means the Varsity Clubs of America—South Bend Chapter located in South Bend, Indiana.

     “Varsity Clubs of America—Tucson Chapter” means the Varsity Clubs of America—Tucson Chapter, located in Tucson, Arizona.

     “Voluntary Prepayment” means voluntary prepayment of the Receivables Loan permitted to be made by Borrower under the terms of this Agreement.

Section 2. THE RECEIVABLES LOAN AND TERMS OF PAYMENT.

     2.1 The Receivables Loan. Upon and subject to the conditions set forth in this Agreement, Borrower agrees to borrow the Receivables Loan and buy the Acquired Assets subject to Lender’s Lien as of the Closing Date pursuant to the terms of this Agreement and the Loan Documents. No further Advances are contemplated by the parties under the Receivables Loan.

     2.2 Receivables Loan Promissory Note. Concurrently herewith, Borrower shall execute and deliver to Lender the Receivables Loan Promissory Note in the

original principal amount not to exceed the Maximum Receivables Loan Amount. The indebtedness evidenced by the Receivables Loan Promissory Note shall be paid by, among other sources, from the proceeds of the Receivables Collateral and shall be secured by, among other things, the Receivables Collateral and security as is more fully described herein.

     2.3 No Advances. No Advances are contemplated by Lender under the Receivables Loan and no additional Timeshare Loans, other than the existing Pledged Timeshare Loans, are contemplated to be pledged to Lender as Receivables Collateral under the Receivables Loan, either as replacements for existing Pledged Timeshare Loans or otherwise.

     2.4 Interest Rate. The aggregate principal amount of the Receivables Loan which is outstanding from time to time shall bear interest on an actual 360 day basis at a rate per annum equal to the Interest Rate. The outstanding principal balance of the Receivables Loan shall bear interest in arrears as of Lender’s wiring of funds through its receipt of repayment of the Receivables Loan (if received by Lender later than 12 noon, EST, then interest accrual shall be through the next Business Day following such receipt). Upon the occurrence and during the continuation of an Event of Default and after the Receivables Loan Maturity Date (if the Receivables Loan is not paid in full on the Receivables Loan Maturity Date), at Lender’s election, in its sole discretion, the Receivables Loan shall bear interest at the Default Rate. Accrued and unpaid interest on the Receivables Loan shall be payable monthly on the first (1^st) day of each month.

     2.5 Payments. Borrower agrees punctually to pay or cause to be paid to Lender all principal, interest and Loan Costs as and when due and payable under the Receivables Loan. The Borrower shall make the following payments on the Receivables Loan:

          (a) Monthly Payments. Borrower shall direct or otherwise cause the makers of all Pledged Timeshare Loans to pay all monies due thereunder to the Lockbox Agent for deposit in the Lockbox Account established pursuant to the Lockbox Agreement, or as otherwise required by Lender. All payments made pursuant to the Pledged Timeshare Loans shall be paid by Purchasers directly to the Lockbox Agent for deposit directly to the Lockbox Account each Business Day pursuant to the terms of the Lockbox Agreement. All credit card payments made by Purchasers of Pledged Timeshare Loans shall be directed to the Merchant Account established exclusively for payments from such Purchasers and Merchant Bank shall wire all such payments to the Lockbox Account on each Business Day. Lockbox Agent shall disburse proceeds pursuant to the terms of the Lockbox Agreement. At Lender’s option, on each Business Day or one (1) time per week and on the last Business Day of each month, one hundred percent (100%) of the cleared funds collected from the Pledged Timeshare Loans shall be paid to Lender by the Lockbox Agent, pursuant to the Lockbox Agreement, and shall be applied by Lender in the following order: (A) to the payment of all Loan Costs or expenses incurred by Lender pursuant to this Agreement; (B) to any interest accrued at the Default Rate; (C) to the payment of accrued and unpaid interest at the Interest Rate;

and (D) to the reduction of the principal balance of the Receivables Loan. If the amount of the funds received by Lender from the Lockbox Agent with respect to any month is insufficient to pay in full the amounts provided for in clauses (A), (B), and (C) of the preceding sentence for such month, (“Trigger Event”), then upon the occurrence of and during the continuation of a Trigger Event, Release Payments that would otherwise be applied to the Inventory Loan in the manner set forth in Section 2.6(c) below shall be applied by Lender as set forth in
Section 2.6(d) below. To the extent receivables collections and Release Payments as provided in Section 2.6(d) below are insufficient during any month to pay the amounts provided for in clauses (A), (B), and (C) above due under the Receivables Loan for such month, the net sales proceeds in excess of Release Payments due that are retained by Borrower from sales of Timeshare Interests each month (“Net Proceeds”) shall be used by Borrower to make such payments due under (A), (B) and (C) above for the Receivables Loan. To the extent a deficiency continues to exist after application of the Release Payments and Net Proceeds to pay the amounts provided for in clauses (A), (B), and (C) above on a monthly basis, the full amount of such deficiency each month shall be accrued and shall be paid and brought current by Borrower within ninety (90) days from the date each such payment is due under the Receivables Loan. Failure by Borrower to make the foregoing payments as required shall result in an Event of Default hereunder.

          (b) Receipt by Borrower of Monthly Payments. In the event Borrower receives any payments on any of the Pledged Timeshare Loans directly from or on behalf of the Purchaser or Purchasers thereof, Borrower shall receive all such payments in trust for the sole and exclusive benefit of Lender; and Borrower shall deliver to the Lockbox Agent all such payments (in the form so received by Borrower) as and within one (1) Business Day after receipt by Borrower, unless Lender shall have notified Borrower to deliver directly to Lender all payments in respect of the Pledged Timeshare Loans which may be received by Borrower, in which event all such payments (in the form received) shall be endorsed by Borrower to Lender and delivered to Lender within one (1) Business Day after Borrower’s receipt thereof.

          (c) Final Payment. The entire outstanding principal balance of the Receivables Loan, together with all other Obligations, shall be paid in full on or before the Receivables Loan Maturity Date.

          (d) Ineligible Pool Collections. Notwithstanding the provisions of Section 2.5(a) to the contrary, Lender and Borrower will identify a specific pool consisting of approximately $800,000 of pre-petition ineligible Pledged Timeshare Loans which are, as of December 31, 2009, ninety (90) days or less delinquent, as more specifically set forth in Schedule 2.1(ii)2 of the APA (“Ineligible Pool”). Borrower shall purchase from the ILX Sellers all of the Pledged Timeshare Loans which make up the Ineligible Pool as part of the Section 363 Sale and all of the Pledged Timeshare Loans which make up the Ineligible Pool shall constitute a portion of Lender’s Receivables Collateral. Subsequent to the time total collections from the Pledged Timeshare Loans which make up the Ineligible Pool are equal to $500,000 plus all payments due to the Servicer pursuant to the Servicing Agreement (collectively,

“Ineligible Pool Collections”), all collections arising from payments made by obligors on those Pledged Timeshare Loans which make up the Ineligible Pool in excess of the Ineligible Pool Collections (less the monthly servicing fee payable to Servicing Agent) shall be paid by the Lockbox Agent directly to a trust established under the Plan for the benefit of unsecured creditors (“Liquidating Trust”). Neither Lender nor Borrower shall have any interest in or to the collections arising from payments by obligors under Pledged Timeshare Loans in the Ineligible Pool that are to be paid to the Liquidating Trust pursuant to the terms hereof. Notwithstanding the foregoing, if an obligor stops making payments and fails to continue making payments on any Pledged Timeshare Loan, then there will be no collections for that Pledged Timeshare Loan and therefore no payments shall be payable to the Liquidating Trust in respect of such Pledged Timeshare Loan. If Borrower or Lender exercises any right to resell the Timeshare Interest related to said Pledged Timeshare Loan, the Liquidating Trust shall have no rights or interest in any loan or collections arising from the resold Timeshare Interest.

     2.6 Payments and Release Provisions — Inventory Loan and Receivables Loan.

               (a) Upon the sale or any resale of any Timeshare Interest (and related Club Membership) acquired by Borrower pursuant to the Section 363 Sale, Borrower shall make a release payment to Lender in an amount equal to a stated percentage of the Sales Price of the Timeshare Interest (and related Club Membership) then in effect (the “Release Payment(s)”). This Release Payment shall be paid to Lender pursuant to an escrow or other arrangement that is satisfactory to Lender and Lender shall sign a partial release of Lien if one is required pursuant to Section 2.5(b) of the Inventory Loan with respect to any released Timeshare Interest. All Release Payments for sales made by Borrower shall be paid to Lender within ten (10) days subsequent to the end of the month in which sales for that month are made. The percentage of the Sales Price of the Timeshare Interest that constitutes the Release Payment shall commence at 20% of the Sales Price of the Timeshare Interest (and related Club Membership) and increase by an additional 1% (e.g. from 20% to 21%) for every six (6) months commencing July 1, 2011. So on July 1, 2011 the percentage constituting the Release Payment shall be increased to 21% and on January 1, 2012 the percentage constituting the Release Payment shall be increased to 22%. This 1% increase in the percentage constituting the Release Payment shall continue to occur on July 1, 2012 and thereafter for each succeeding 6 month period for so long as any portion of either the Inventory Loan or the Receivables Loan remains outstanding.

               (b) A minimum of $4,000,000 in principal reductions to the Inventory Loan (through annual Release Payments or otherwise) shall be paid by Borrower to Lender during both calendar years commencing on January 1, 2011 and January 1, 2012. Thereafter, a minimum of $5,000,000 in principal reductions to the Inventory Loan (through annual Release Payments or otherwise) shall be paid by Borrower to Lender during each calendar year commencing January 1, 2013, January 1, 2014 and January 1, 2015. If the annual principal reductions to the Inventory Loan paid to Lender during any such annual period do not equal at least $4,000,000 per year

for calendar years 2011 and 2012 and at least $5,000,000 per year thereafter, Borrower shall make an additional principal payment to Lender equal to the difference between the total minimum annual principal reduction to the Inventory Loan due for such annual period (either $4,000,000 or $5,000,000 as set forth above) and the amount of principal reductions to the Inventory Loan actually paid by Borrower during the stated calendar year, within 15 days after the end of each calendar year.

               (c) All Release Payments shall be applied on a monthly basis to the Inventory Loan as follows: (i) first to the payment of Loan Costs and to any portion then due of the Annual Inventory Loan Fee as such term is defined in the Inventory Loan Agreement, (ii) second to the payment of interest accrued at the Default Rate under the Inventory Loan Agreement; (iii) third to the payment of accrued and unpaid interest under the Inventory Loan Agreement and (iv) fourth toward reduction of the principal balance of the Inventory Loan, except as set forth in Section 2.6(d) below. If the Inventory Loan is paid in full, Borrower shall continue to be obligated to make Release Payments which shall be applied to the repayment of the Receivables Loan by Lender until the Receivables Loan is paid in full.

               (d) Notwithstanding the provisions of Section 2.6(c) above, if a Trigger Event occurs, the Release Payments paid to Lender subsequent to the occurrence of the Trigger Event and during the period of time the Trigger Event is continuing, shall be applied in the following order:

                    (i) First to the payment of Loan Costs and to any portion then due of the Annual Inventory Loan Fee as such term is defined in the Inventory Loan Agreement;

                    (ii) Then to the payment of Loan Costs under the Receivables Loan;

                    (iii) Then to the payment of interest accrued at the Default Rate as such rate is defined in the Inventory Loan Agreement;

                    (iv) Then to the payment of interest accrued at the Default Rate under the Receivables Loan;

                    (v) Then to the payment of accrued and unpaid interest under the Inventory Loan;

                    (vi) Then to the payment of accrued and unpaid interest under the Receivables Loan;

                    (vii) Then to the payment of principal outstanding under the Inventory Loan; and

                    (viii) Then to the payment of principal outstanding under the Receivables Loan.

               (e) If an Event of Default occurs and is continuing, Lender may apply the Release Payments received to the Inventory Loan and/or the Receivables Loan at Lender’s sole discretion;

               (f) The entire outstanding principal balance of the Receivables Loan, together with all other Obligations, shall be paid in full on or before the Receivables Loan Maturity Date.

     2.7 Voluntary Prepayment of Receivables Loan. Borrower may prepay the Receivables Loan, in whole or in part, at any time without premium or penalty. Any such prepayment must include all outstanding principal, accrued but unpaid interest, and all other Obligations then due and owing (other than contingent indemnification Obligations to the extent no unsatisfied claim with respect thereto has been asserted) that remain unpaid at the time of the prepayment.

     2.8 Upgraded Pledged Timeshare Loans. Any upgrade of an existing obligor under any Pledged Timeshare Loan as indicated on the monthly servicing report provided to Lender requires a principal pay down by Borrower to Lender of the Receivables Loan in an amount equal to the outstanding balance of principal and accrued and unpaid interest due from such existing obligor under such existing Pledged Timeshare Loan at the time of the upgrade.

     2.9 Collection of Pledged Timeshare Loans. Borrower shall direct and authorize each party liable for the payment of the Pledged Timeshare Loans forming a part of the Receivables Collateral to pay each installment thereon as is provided in the applicable Lockbox Agreement and as follows: (a) as regards payments by check or similar instruments, or by pre-authorized checking account payments, to the Lockbox Account in accordance with the Lockbox Agreement, or (b) as regards credit card payment arrangements, to the Merchant Account, for further credit to the Lockbox Account, in accordance with the Lockbox Agreement, in all cases until otherwise directed by the Lender. Following the occurrence and during the continuation of an Event of Default, Lender shall have the right to (i) require that all payments due under the Pledged Timeshare Loans be paid directly to the Lender, and to receive, collect, hold and apply the same in accordance with the provisions of this Agreement, and (ii) take such remedial action available to it for the enforcement of any defaulted Pledged Timeshare Loans including the foreclosure of the security interest securing the payment thereof. Borrower hereby further irrevocably authorizes, directs and empowers the Lender after the occurrence and during the continuation of an Event of Default to collect and receive all checks and drafts evidencing such payments and to endorse such checks or drafts in the name of Borrower and upon such endorsements, to collect and receive the money therefor. Lender shall have no liability to Borrower for failure to collect, or to maximize collections in respect of, any Pledged Timeshare Loans.

     2.10 Eligibility Criteria. There shall be no eligibility criteria for the portfolio of Pledged Timeshare Loans which make up a portion of the Receivables Collateral hereunder.

     2.11 Borrower’s Equity. Borrower as a condition precedent to the closing of the Receivables Loan is required to make a cash payment of not less than $1,500,000 to pay a portion of the purchase price of the Section 363 Sale to the ILX Sellers at the time of closing of the Section 363 Sale.

     2.12 Usury Savings Clause. Lender and Borrower intend to comply at all times with applicable usury laws. All agreements between Lender and Borrower, 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 Receivables Loan or otherwise, shall the interest contracted for, charged, received, paid or agreed to be paid to Lender exceed the maximum rate permissible under applicable usury laws (“Maximum Rate”). If, from any circumstance whatsoever fulfillment of any provision hereof, of the Receivables Loan Promissory Note or of any other Receivables Loan Documents shall involve transcending the limit of such validity prescribed by any law which a court of competent jurisdiction may deem applicable hereto, then ipso facto, the obligation to be fulfilled shall be reduced to the limit of such validity; and if from any circumstance Lender shall ever receive anything of value deemed interest by applicable law which would exceed the Maximum Rate, such amount which would be excessive interest shall be applied to the reduction of the principal of the Receivables Loan and not to the payment of interest, or if such excessive interest exceeds the unpaid balance of principal of the Receivables 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 Receivables Loan for such full period shall not exceed the Maximum Rate. Borrower agrees that in determining whether or not any interest payment under the Loan Documents exceeds the Maximum Rate, any non-principal payment (except payments specifically described in the Loan Documents as “interest”) including without limitation, prepayment fees and late charges, shall to the maximum extent not prohibited by law, be an expense, fee, premium or penalty 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 each of the Receivables Loan Promissory Note, this Agreement and all other 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 the Lender and the Borrower, expressly declaring the usury limitation of this Agreement to be null and void, and no other method or language shall be effective to supersede or waive this paragraph.

     2.13 Forest Service Loan. Borrower and Lender agree that pursuant to the Plan, a Stock Pool has been established for the deposit of certain assets contributed by Borrower and Lender for the benefit of holders of stock in the ILX Sellers (the “Stock Pool”). Lender has agreed to make a cash payment to the Stock Pool equal to $2,100,000 plus 12% interest per annum from the Closing Date until the date the payment is made to the Stock Pool through an escrow arrangement pursuant to the

terms of the Escrow Agreement in consideration for the conveyance of the Forest Service Land to Lender or its designee. Concurrently with the time such payment is paid to the Stock Pool directly by Lender or by the escrow agent pursuant to the Escrow Agreement, Borrower shall pay to Lender $1,050,000 in cash plus 50% of any interest due to the Stock Pool pursuant to the terms of the Escrow Agreement. Additionally, concurrently with the closing of the sale of the Forest Service Land by Lender or its designee to a third party purchaser, Borrower shall pay to Lender an amount equal to the difference between $4,994,460 and the purchase price paid by a third party purchaser for the Forest Service Land at the closing of the sale of the Forest Service Land (the “Sale Shortfall Amount”). Lender shall fund the payment by Borrower to Lender of the Sale Shortfall Amount by making an advance under the Inventory Loan to Borrower of the Sale Shortfall Amount.

Section 3. RECEIVABLES COLLATERAL.

     3.1 Grant of Security Interest. To secure the prompt and complete payment and performance by the Borrower of all of its Obligations, for value received, Borrower unconditionally and irrevocably (i) affirms, agrees to and acknowledges Lender’s existing Liens by virtue of the existing collateral assignment in favor of Lender of deeds of trust encumbering the Timeshare Interests of Purchasers of Pledged Timeshare Loans who received a fractional deeded interest in the Los Abrigados Resort as confirmed by the Sales Order, and (ii) assigns, pledges and grants to Lender, a continuing first priority Lien, mortgage and security interest in and to the following, whether now owned or existing or hereafter acquired, reacquired or arising (collectively, the “Receivables Collateral”).

          (a) All Pledged Timeshare Loans now existing from sales of Timeshare Interests, together with all Purchase Agreements, Assigned Deeds of Trust and other Consumer Documents related thereto and all rights to service the collection of all sums payable under such Pledged Timeshare Loans; all payments and proceeds due or to become due thereunder in whatever form, including without limitation cash, checks, notes, drafts, credit card payments and other instruments for the payment of money; all now existing Assigned Deeds of Trust and all Financed Timeshare Interests and collateral under them, and all rights, remedies, payments and proceeds under, of or from them;

          (b) All the Financed Timeshare Interests, together with all appurtenant rights and interests, including, without limitation, appurtenant rights and interests in and to the Units for specified Timeshare Interests (also called Unit Weeks in the applicable Membership Plan or Resort Plan) and appurtenant or related rights in and to the common elements, and easements, servitudes, licenses, leasehold interests (whether as lessor or lessee), and access and use rights in and to all facilities, all as described, defined and set forth in the applicable Resort Plan or Club Membership Plan, and Club Membership Shares in the Club, as described and set forth in the Club Membership Documents;

          (c) To the extent of the respective timeshare periods relating to Financed Timeshare Interests and to the extent of any Borrower’s rights therein, all furniture, furnishings and fixtures of every kind and description (and all improvements and accessions thereto, including, without limitation, the common furnishings) located in or on or used in connection with any Financed Timeshare Interest;

          (d) With respect to Financed Timeshare Interests, easements, leasehold interests (whether as lessor or lessee), franchises, permits, approvals, licenses, facilities and amenities on, affecting or appurtenant to each of the Resorts and rights to occupy, use and enjoy any such facilities to the extent any of the foregoing are related to any Financed Timeshare Interest;

          (e) All proceeds, property, property rights, privileges and benefits arising out of, from the enforcement of, or in connection with, all present and future Pledged Timeshare Loans, all Purchase Agreements, all Assigned Deeds of Trust and other Consumer Documents related thereto, including without limitation, all rights to sell, cancel, rescind and resell any Timeshare Interest returned by or reclaimed or repossessed from Purchasers thereunder (which has not been previously reassigned to and title to which remains with the Borrower), all rights of foreclosure, termination, dispossession, repossession, all documents, instruments, contracts, liens and security instruments and guaranties relating to such Pledged Timeshare Loans and other Consumer Documents, all collateral and other security securing the obligations of any Person under or relating to such Pledged Timeshare Loans and other Consumer Documents, all rights and remedies of whatever kind or nature Borrower may hold or acquire for the purpose of securing or enforcing such Pledged Timeshare Loans and other Consumer Documents, and all general intangibles (as defined in the UCC) relating to or arising out of such Pledged Timeshare Loans and other Consumer Documents;

          (f) All of any Borrower’s existing and future Accounts, Instruments general intangibles (as defined in the UCC), documents (as defined in the UCC) and choses-in-action, claims and judgments;

          (g) All rights of Borrower in, to and under all account debit authorization agreements including “Pre-Authorized Checking” agreements signed and delivered to Servicer by or on behalf of each Purchaser or other makers of Pledged Timeshare Loans, and all credit card payment, collection and remittance agreements or arrangements relating to or providing for payments under Pledged Timeshare Loans, and all rights in and to the Lockbox Account, Merchant Account, collection account and depository account, clearing account, reserve account, or lockbox into which cash or proceeds of any Pledged Timeshare Loans are deposited at any time, and all cash and non-cash proceeds of any Pledged Timeshare Loans, and all rights of setoff, and all benefits, claims, accounts, accounts receivables, general intangibles, choses in action, claims, credits, balances and proceeds relating thereto or deriving therefrom;

          (h) The Borrower’s interests, title, status and rights in, to and under all present and future Contracts;

          (i) All present and future documents, Instruments, accounts and accounts receivable, assigned or conveyed to Borrower as an Acquired Asset, and all rights to the payment of money from sales or use of Timeshare Interests whose sales give rise to Pledged Timeshare Loans, and all rights under law or agreement against account debtors or obligors, whether or not Borrower has earned payments or rights by performance, and all chattel paper, and all general intangibles, and all rents, revenues, deposits, credits, income, profits and franchises deriving from or relating to the Pledged Timeshare Loans, the Financed Timeshare Interests and all of the foregoing;

          (j) With respect to Pledged Timeshare Loans, easements, servitudes, leasehold interests (whether as lessor or lessee), and rights to occupy, use and enjoy Resort or Club facilities or amenities, and all rents, deposits, credits, franchises, permits, approvals, licenses, facilities and amenities on, affecting or appurtenant to the Pledged Timeshare Loans;

          (k) The Collateral Assignment of Declarant Rights consisting of rights of Borrower as declarant, developer or seller under the Club Membership Plan or any Resort Documents, Club Membership Documents or related document or instrument as referenced in the Collateral Assignment of Declarant Rights (collectively “Declarant’s Rights”), including, without limitation, all rights of Borrower as seller under the Club Membership Plan. Any rights inuring to Borrower, Lender, or any of the DRC Affiliates as a “Preferred Mortgagee” or an “Institutional Mortgagee” or a “mortgagee” as defined and provided in the Club Membership Documents and Resort Documents;

          (l) Extensions, additions, modifications, improvements, betterments, renewals, substitutions and replacements of, for or to any of the foregoing wherever located, together with the products, proceeds, revenues, income, issues, rents and profits thereof, including without limitation, proceeds deriving from enforcement of any rights or benefits, and any replacements, additions or accessions thereto or substitutions thereof, and all rights or claims in or under insurance policies and to the proceeds of any insurance policies covering any of the foregoing, all rights to unearned or refunded insurance premiums, and the proceeds of any insurance or condemnation awards or judgments, tax refunds, or any claims regarding any of the foregoing;

          (m) All books, records, reports, computer tapes, disks and software, and all related licenses, franchises, agreements or use rights, relating to the foregoing, including the Reservation System and all of Borrower’s right, title and interest in and to all present and future Intellectual Property, Instruments, documents and general intangibles (as those terms are defined in the UCC);

          (n) All present and future Accounts;

          (o) The Master Collateral Assignment and Collateral Assignment of Management Agreements; and

          (p) The Inventory Collateral.

Borrower acknowledges and confirms that Lender is hereby granted and shall continue to hold, a continuing security interest and Lien in, to and upon, and right of set off with respect to, the Receivables Collateral, and such Lien shall continue in full force and effect until all Obligations both under the Receivables Loan and Inventory Loan have been fully and finally paid, performed and satisfied. IT IS THE EXPRESS INTENT OF THE BORROWER THAT ALL OF THE RECEIVABLES COLLATERAL SHALL SECURE NOT ONLY OBLIGATIONS UNDER THE LOAN DOCUMENTS WITH RESPECT TO THE RECEIVABLES LOAN, BUT ALSO THE OBLIGATIONS OF BORROWER TO LENDER UNDER THE INVENTORY LOAN AND THE INVENTORY LOAN DOCUMENTS.

     3.2 Pledged Timeshare Loans. Borrower and Lender agree that Lender shall have a Lien encumbering all of the Pledged Timeshare Loans and other Receivables Collateral and Lender may collect all receivables collections and all payments or proceeds made under or in respect of all Pledged Timeshare Loans, until any of the same may be released and reassigned by Lender, if at all. As of and subsequent to the Closing Date, Borrower will take such steps as the Lender may require to secure and perfect Lender’s Lien on the Receivables Collateral.

     3.3 Financing Statements. Borrower agrees, at its own expense, to execute the financing statements (including amendments and continuation statements) provided for by the UCC together with any and all other instruments or documents and take such other action as may be required to perfect and to continue the perfection of Lender’s security interests in the Receivables Collateral. Alternatively in accordance with the UCC, Borrower hereby authorizes the Lender to execute and file any such financing statements on Borrower’s behalf, including in connection with any electronic filings permitted by the UCC. To the extent permissible under the UCC, a photocopy or other reproduction of a financing statement or of Borrower’s or the Lender’s signature thereto (except with respect to a partial release or termination statement of change), is agreed to be sufficient as a financing statement.

     3.4 Location of Collateral. All tangible Receivables Collateral (other than Receivables Collateral delivered to the Lender or the Lockbox Agent) which is personal Property is to remain, at all times with the Custodian. The Receivables Collateral may not be transferred from such premises without the prior written approval of the Lender.

     3.5 Insurance and Protection of Collateral. Borrower agrees to maintain or cause to be maintained and pay for insurance upon all Receivables Collateral wherever located (including whether in storage or in transit) covering risks in such amounts and with such insurance companies as are approved by Lender.

     3.6 Protection of Collateral; Reimbursement. The portion of the Receivables Collateral consisting of (a) the original Pledged Timeshare Loans and recorded Assigned Deeds of Trust, and (b) the original or true copies of other Consumer Documents identified by the Lender from time to time, shall be delivered at the Borrower’s expense to the office of the Custodian, and held in Custodian’s possession

and control on behalf of Lender until all Obligations under the Receivables Loan and Inventory Loan (other than contingent indemnification Obligations to the extent no unsatisfied claim with respect thereto has been asserted) are fully satisfied, and Borrower shall pay the custodial fee as set forth in the Custodial Agreement. The portion of the Receivables Collateral delivered to the Custodian shall be stored by Custodian pursuant to the terms of the Custodial Agreement and Borrower agrees that such storage is and shall be deemed to constitute reasonable care by the Lender with respect to such Receivables Collateral. All insurance expenses and all reasonable documented expenses of protecting the Receivables Collateral, including without limitation, storing, warehousing, insuring, handling, maintaining and shipping the Receivables Collateral, and any and all excise, property, intangibles, sales and use taxes imposed by any state, federal or local authority on any of the Receivables Collateral or in respect of the sale thereof shall be borne and paid by Borrower; and if Borrower fails to promptly pay any portion thereof when due, Lender may, at its option, but shall not be required to, pay the same and charge Borrower’s account therefor, and Borrower agrees promptly to reimburse Lender therefor with interest accruing thereon daily at the Default Rate. All sums so paid or incurred by Lender for any of the foregoing and any and all other sums for which Borrower may become liable hereunder and all costs and expenses (including reasonable attorneys’ and paralegals’ fees, legal expenses and court costs) which the Lender may incur in enforcing or protecting its Lien on, or rights and interest in, the Receivables Collateral or any of its rights or remedies under this Agreement or any other Loan Document or in respect to any of the transactions to be had hereunder or thereunder, until paid by the Borrower to Lender with interest at the Default Rate, shall be included among the Obligations, and, as such, shall be secured by all of the Receivables Collateral. Provided that the Custodian retains the original Pledged Timeshare Loans and Assigned Deeds of Trust, and originals or copies of the related Consumer Documents delivered to it as provided in the Custodial Agreement, the Lender shall not be liable or responsible in any way for the safekeeping of any of the Receivables Collateral or for any loss or damage thereto or for any diminution in the value thereof, or for any act or default of any warehouseman, carrier, forwarding agency, the Lockbox Agent, or any other Person whomsoever.

     3.7 Security Agreement. This Agreement shall be deemed a security agreement as defined in the UCC, and the remedies for any violation of the covenants, terms and conditions of the agreements herein contained shall be cumulative and be as prescribed (a) herein or in any Loan Document, or (b) by law, or (c) as to such part of the Receivables Collateral which is also reflected in any filed assignment or financing statement, by the specific provisions of the UCC or other applicable law now or hereafter enacted, all at the Lender’s sole election, as may be exercised on one or more occasions.

     3.8 Cross Collateralization/Cross Default.

     Obligations outstanding under the Receivables Loan or the Inventory Loan or made in respect of Receivables Collateral or Inventory Collateral pledged by Borrower pursuant to the Receivables Loan or the Inventory Loan (inclusive of obligations which

have been paid in full but pursuant to which Lender maintains existing Receivables Collateral or Inventory Collateral) and all Loan Documents and Inventory Loan Documents, are and shall be cross-collateralized and cross-defaulted with each other. Borrower agrees to deliver financing statements and other documents, instruments and agreements as may be required by the Lender to further evidence and perfect the Liens and cross collateralization in favor of Lender. A default under the Nevada Resorts Loan will result in an Event of Default under the Receivables Loan and Inventory Loan; however, a default under the Receivables Loan or Inventory Loan will not result in a default under the Nevada Resorts Loan.

Section 4. CONDITIONS PRECEDENT TO CLOSING.

     The obligation of Lender to enter into this Agreement shall be subject to the satisfaction of each of the following conditions precedent, in addition to all of the conditions precedent set forth elsewhere in the Loan Documents:

     4.1 Opinion of Counsel. Lender shall have received from counsel for the Borrower an opinion of counsel effective as of the Closing Date regarding existence, power and authority and good standing of Borrower and enforceability of the Loan Documents, which shall be in form and substance reasonably acceptable to the Lender.

     4.2 Closing Deliveries. Lender shall have received, in form and substance satisfactory to the Lender, all documents, instruments and information identified on the closing checklist delivered by the Lender to Borrower unless otherwise waived in writing by Lender.

     4.3 Liens. Lender shall have received satisfactory evidence that all Liens granted to Lender pursuant to this Agreement, the other Loan Documents or the Inventory Loan Documents have been duly perfected and constitute valid, enforceable and exclusive, first priority Liens in favor of Lender on the Receivables Collateral.

     4.4 Representations and Warranties. The representations, warranties and covenants contained herein and in the other Loan Documents shall be true, correct and complete on and as of the Closing Date and throughout the term of the Receivables Loan.

     4.5 Performance of Agreements. Borrower shall have performed all agreements, paid all Loan Costs (subject to Section 4.17) and satisfied all conditions which any Loan Document provides are due to be paid or performed by it as of such date.

     4.6 Governmental Approvals. Lender shall have received evidence satisfactory to Lender that all material approvals, licenses, permits and consents shall have been obtained and shall be in good standing and full force and effect, with respect to (a) the Club, the Resorts and the operation of the Club and the Resorts, and (b) the marketing and sale of Timeshare Interests.

     4.7 No Prohibitions. Borrower shall not have taken any action or permitted any condition to exist which would have been prohibited by any provision of this Agreement if such provision had been binding.

     4.8 No Default. After giving effect to the transactions contemplated hereunder to occur on the Closing Date, no Default or Event of Default shall exist.

     4.9 Legal Requirements. Lender shall have received evidence satisfactory to Lender that the Club and the Resorts, the Receivables Collateral and the Borrower, are in compliance with all Legal Requirements in connection with the establishment and operation of the Club and the Resorts, and the marketing and sales of Timeshare Interests, and the closings of sales, including without limitation, applicable timeshare and condominium acts and applicable consumer protection and disclosure laws and regulations.

     4.10 Litigation. Except as may be disclosed on the Litigation Summary attached hereto as Exhibit “E”, with respect to the DRC Affiliates or the Borrower, there shall be no bankruptcy, foreclosure action or other material litigation or judgments pending or outstanding against the Borrower or the DRC Affiliates (each a “Material Party”). The term “other material litigation” as used herein shall not include matters in which (i) a Material Party is plaintiff and no counterclaim is pending or (ii) which Lender determines, in its sole discretion, are immaterial due to settlement, insurance coverage, frivolity, or amount or nature of claim. Lender may require updated litigation searches and explanations in its discretion

     4.11 Government Permits. Lender shall have received and approved true, correct and complete copies of all applicable governmental permits, approvals, consents, licenses, and certificates for the establishment of the Club and the Resorts as timeshare projects in accordance with the Legal Requirements and for the occupancy and intended use and operation of the Club and the Resorts, or certification by the Borrower confirming that to the best of Borrower’s knowledge water, sewer (sanitary and storm), electricity, gas, solid waste disposal, telephone, police, fire and rescue services are being provided to the Club and the Resorts.

     4.12 Club Membership Documents and Resort Documents. When available, subsequent to the Closing Date, Lender shall receive and consent to (which consent shall not be unreasonably withheld) true, correct and complete copies of forms of all Club Membership Documents, and all Resort Documents, registrations, materials and approvals relating to the Club and the Resorts which Borrower intends to use on a going forward basis.

     4.13 Taxes. Lender shall have received satisfactory evidence that all taxes and assessments owed by or for which the ILX Sellers, Borrower or the applicable Association are responsible for collection have been paid to the extent due, which taxes and assessments include, without limitation, sales taxes, room occupancy taxes, payroll taxes, personal property taxes, excise taxes, intangibles taxes, real property taxes, and

income taxes, transfer and documentary stamp taxes and any assessments related to the Club and the Resorts.

     4.14 Financial Statements. Lender shall have received and approved the Financial Statements required for the Parent in form and substance reasonably satisfactory to Lender.

     4.15 Preclosing Inspections. Lender shall have conducted and approved due diligence inspections of the Borrower, the Lockbox Agent, the Servicer, the Back-Up Servicer, the Club and Resorts, the Marketing and Sales Agent, the Custodian, the Club Manager, the Resort Manager, the marketing programs with respect to Timeshare Interests, the Timeshare Loans and other Receivables Collateral, and such other matters as Lender may deem necessary.

     4.16 Proceedings Satisfactory. All actions taken in connection with the execution or delivery of the Loan Documents, and all documents and papers relating thereto, shall be reasonably satisfactory to Lender and its counsel. Lender and its counsel shall have received copies of such documents and papers as Lender or such counsel may reasonably request in connection therewith, all in form and substance satisfactory to Lender and its counsel.

     4.17 Loan Costs. Borrower shall have paid the Loan Costs required to be paid prior to or at closing hereunder, which Loan Costs after agreed to by Borrower and Lender shall be funded pursuant to an advance of funds under the Inventory Loan pursuant to the Inventory Loan Agreement.

     4.18 Sufficiency of Club Inventory. Borrower shall demonstrate upon the request of Lender the existence of adequate Club Inventory and Resort Interest inventory so as to meet all demands for usage, as evidenced by UCC-Article 9 title policies issued by the Title Company.

     4.19 Intentionally Omitted.

     4.20 Intentionally Omitted.

     4.21 Background Documents. Borrower shall have delivered to Lender and Lender shall have approved each of the following (collectively, the “Background Documents”):

               (a) Borrower’s Organizational Documents. Copies of Borrower’s organizational documents, including but not limited to Borrower’s articles of incorporation and bylaws, together with any amendments thereto, certified to be true and complete by Borrower’s Chief Financial Officer;

               (b) Good Standing Certificates. Current good standing certificates issued by the Secretaries of State for the respective states of formation of Borrower and the DRC Affiliates;

               (c) Resolutions. A Certificate of Borrower’s Secretary and certified resolutions of Borrower’s Board of Directors authorizing the execution of all Loan Documents and the performance of all Obligations thereunder;

     4.22 Funding Procedure. The obligations of Lender hereunder shall be subject to the satisfaction of all of the following conditions precedent:

               (a) Loan Documents/Collateral. Not less than three (3) Business Days prior to the Closing Date under the Receivables Loan, Lender or Custodian shall already have in their possession or Borrower shall have:

                    (i) delivered to Lender electronically a trial balance list of all Pledged Timeshare Loans and related Assigned Deeds of Trust which are being acquired by Borrower from the ILX Sellers, indicating the unpaid principal balance owing on each of the Pledged Timeshare Loans, the amount of any payments held by any Person for each such Pledged Timeshare Loan, together with such additional information and fields as previously provided to Lender by Servicer;

                    (ii) delivered to Lender (or, if Lender shall so instruct, a designee appointed by Lender in writing all of the following:

                         (A) Timeshare Loans. The original promissory notes signed by the maker(s) thereof and a duly authorized stamped Allonge from the Borrower directly to the order of Lender, in the following form: “Pay to the order of Textron Financial Corporation, its successors and assigns pursuant to the Receivables Loan and Security Agreement dated as of August 31, 2010” containing the original or duly authorized stamped signature of an authorized representative of Borrower which Borrower acknowledges and accepts to be a sufficient endorsement for Lender to perfect its Lien on the promissory note which constitutes a portion of the Pledged Timeshare Loans;

                         (B) Assigned Deeds of Trust. The original of the corresponding Assigned Deeds of Trust containing the original signatures of all persons comprising the trustor/borrower;

                         (C) Purchase Agreements. The original signed Purchase Agreement(s) (for the Resort and for the Club, if separate agreements are used) that relates to such Timeshare Loan, including original versions of any addenda thereto;

                         (D) Truth-in-Lending Disclosure Statement. The original of the truth-in-lending disclosure statement that relates to such Timeshare Loan, signed by the applicable Purchaser;

                         (E) Warranty Deed. A true copy of the Warranty Deed that relates to the Timeshare Loan. Each such Warranty Deed shall be signed

and acknowledged by an authorized representative of the ILX Sellers in favor of the applicable Purchaser;

                         (F) Payment Authorization Agreement. The original of the Payment Authorization Agreement that relates to such Timeshare Loan, signed by the applicable Purchaser (if applicable), together with copies of any modifications thereto;

                         (G) Public Report Receipt. The original Public Report Receipt, signed by the applicable Purchaser, pursuant to the applicable Timeshare Act;

                         (H) Club Receipt. The original Club Receipt for Timeshare Documents, signed by the applicable Purchaser, pursuant to the Timeshare Act;

                         (I) Master Collateral Assignment. The original Pledged Timeshare Loans and Club Membership Agreement, Resort Purchase Agreement and related Assigned Deeds of Trust listing each Pledged Timeshare Loan and Club Membership Agreement, Resort Purchase Agreement and related Assigned Deed of Trust on Exhibit “A” attached thereto and signed by an authorized representative of Borrower to be recorded in each jurisdiction in which a Resort is located and in Maricopa County, Arizona for the Club;

                         (J) HUD-1 Uniform Settlement Statement. An original HUD-1 Uniform Settlement Statement and Good Faith Estimate executed by Purchaser;

                         (K) Credit Application. A true copy of Purchaser’s credit application executed by the Purchaser;

                         (L) Owner’s Understanding and Acknowledgment. An original Owner’s Understanding and Acknowledgment executed by Purchaser.

                    (iii) otherwise complied with all requirements of any agreed upon escrow agent with respect to the Receivables Loan;

                    (iv) with respect to the Receivables Loan, delivered to Lender amended or original UCC financing statements covering the Receivables Collateral, recorded in the Public Records and filed with the authorized filing office for the Delaware Secretary of State’s Office, required to perfect Lender’s Lien in the Collateral.

     The Assigned Deeds of Trust, Collateral Assignment of Management Agreements, Collateral Assignment of Declarant Rights, the Master Collateral Assignment and the UCC financing statements, shall each have been duly recorded in the Public Records of the applicable jurisdiction in which each Resort is located and

Maricopa County, Arizona for the Club and with each applicable Secretary of State’s office. The delivery of the Receivables Collateral, filing of any UCC financing statements may, in Lender’s discretion, be effected by way of any escrow arrangement satisfactory to Lender.

               (b) Expenses. The Borrower shall have paid all fees and expenses required pursuant to this Agreement to be paid on the Closing Date subject to Section 4.17 herein.

               (c) Proceedings Satisfactory. All actions taken in connection with the Receivables Loan and all documents and papers relating thereto shall be satisfactory to Lender and its counsel. Lender and its counsel shall have received copies of such documents and papers as Lender or such counsel may reasonably request, all in form and substance satisfactory to Lender and its counsel.

     4.23 Limitation on Section 4 Deliveries. Notwithstanding anything to the contrary contained in this Section 4 or elsewhere in this Agreement, Lender acknowledges and agrees that Borrower shall be required to deliver to Lender only those deliveries that have been made by the ILX Sellers to the Borrower pursuant to the Asset Purchase Agreement or otherwise provided to Borrower through the Bankruptcy Court in accordance with the Sale Order and that Borrower shall have no affirmative obligation to provide any deliveries not received by Borrower pursuant to the Asset Purchase Agreement or otherwise provided to Borrower through the Bankruptcy Court in accordance with the Sale Order, except for deliveries agreed to by Borrower and Lender. Lender shall be granted Liens on the Receivables Collateral as set forth herein and in the Loan Documents.

Section 5. INTENTIONALLY OMITTED.

Section 6. BORROWER’S REPRESENTATIONS AND WARRANTIES.

     So long as any portion of the Obligations other than contingent indemnification obligations to the extent no unsatisfied claim with respect thereto has been asserted) remains unpaid, Borrower shall at all times be in full and timely compliance with all of the following representations and warranties hereby made to Lender:

     6.1 Formation, Existence, Qualification and Compliance. Borrower is a corporation duly organized, validly existing, and fully qualified and authorized to do business in the State of Delaware. Borrower and its business and operations are in full compliance with all applicable Legal Requirements. Borrower is governed by the terms of its articles of incorporation and bylaws, true copies of which have been delivered to Lender. There is no agreement of any kind other than as provided Lender which governs Borrower.

     6.2 Authorization and Execution. Borrower has taken all action required to permit Borrower to enter into this Agreement or any other agreement or transaction

contemplated herein, and the same is valid and binding upon Borrower. No officer or agent of Lender shall be required to make any inquiry concerning the validity of any transaction purported to be made by Borrower or the authenticity of any signature or endorsements relating to same, and Lender may conclusively assume that every obligation, agreement, instrument or act or thing done and executed by such Person purportedly on behalf of Borrower has been so executed or done in this official capacity as an agent of Borrower:

          (a) The execution, delivery and performance by Borrower of the Loan Documents has been duly authorized by all necessary corporate actions by Borrower and does not and will not (i) violate any provision of Borrower’s certificate of incorporation or bylaws, or any agreement, law, rule, regulation, order, writ, judgment, injunction, decree, determination or award presently in effect to which Borrower is a party or is subject; (ii) result in, or require the creation or imposition of, any Lien upon or with respect to any asset of Borrower other than Liens in favor of Lender; or (iii) result in a breach of, or constitute a default by Borrower under, any indenture, loan or credit agreement or any other agreement, document, instrument or certificate to which Borrower is a party or by which it or any of its assets are bound or affected.

          (b) No approval, authorization, order, license, permit, franchise or consent of, or registration, qualification or filing with, any Governmental Authority or other Person, including without limitation, any applicable regulatory authorities or the applicable Association, is required in connection with the execution, delivery and performance by Borrower of any of the Loan Documents.

          (c) The Loan Documents constitute legal, valid and binding obligations of Borrower, enforceable against Borrower in accordance with their respective terms.

          (d) Borrower has good and marketable title to all of the Receivables Collateral, free and clear of any Lien, security interest, charge or encumbrance except for the Liens or security interests created by this Agreement or any Loan Document or otherwise created in favor of Lender. All financing statements or other instrument similar in effect covering all or any part of the Receivables Collateral shall be terminated as of the Closing Date, except such as may have been filed in favor of Lender.

          (e) The execution and delivery of the Loan Documents, the delivery and endorsement to Lender of the Pledged Timeshare Loans, the filing of the UCC-1 Financing Statements and any amendments thereto with the authorized filing office in each jurisdiction in which a Resort is located and the recordation of the Master Collateral Assignment and the Collateral Assignment of Declarant Rights, in the applicable public records of each county in which a Resort is located and Maricopa County, Arizona for the Club create in favor of Lender valid and perfected continuing Liens in and to all of the Receivables Collateral. The Receivables Collateral shall secure the full payment and performance of the Obligations.

          (f) To Borrower’s actual knowledge, the makers of the Pledged Timeshare Loans have no defenses, offsets, counterclaims or claims relating to the Pledged Timeshare Loans or the Assigned Deeds of Trust against Borrower or Lender.

          (g) To Borrower’s actual knowledge, the Pledged Timeshare Loans and the related Assigned Deeds of Trust were executed and delivered by Purchasers in favor of the applicable ILX Sellers in connection with the purchase of the related Financed Timeshare Interests and were each conveyed and assigned by the applicable ILX Sellers to Borrower subject to Lender’s Liens.

          (h) To Borrower’s actual knowledge, the Assigned Deeds of Trust presently constitute and will continue to constitute valid and enforceable first and prior liens and security interests on the Financed Timeshare Interests and all common areas, common furnishings, properties, appurtenances, easements, rights, interests, goods and services related thereto.

          (i) To Borrower’s actual knowledge, the Pledged Timeshare Loans and the related Assigned Deeds of Trust are and shall remain in full force and effect, are and will be valid and binding obligations of the respective makers in favor of Lender, as holder.

          (j) The grant of the Liens described herein has not affected and will not affect the validity or enforceability of the obligations of the respective makers of the Pledged Timeshare Loans under such Timeshare Loans or the related Assigned Deeds of Trust.

          (k) Lender is not and shall not be required to take, and Borrower has taken any and all required steps to perfect Lender’s Liens in the Receivables Collateral (other than maintaining possession of the portion of the Receivables Collateral constituting Instruments and timely filing continuation statements for the Financing Statements); and Lender is not and shall not be required to collect or realize upon the Receivables Collateral or any distribution of interest or principal, nor shall loss of, or damage to, the Receivables Collateral release Borrower from any of the Obligations.

     6.3 No Disciplinary Action. Borrower is not subject to any disciplinary actions or proceedings by any Governmental Authority with respect to any licenses or permits held by Borrower;

     6.4 Other Agreements. Borrower’s execution, delivery and performance of this Agreement, the Loan Documents and the borrowing evidenced by the Receivables Loan Promissory Note (i) will not violate any indenture, agreement or any other instrument to which such Borrower is a party or by which Borrower or any of its property is bound; and (ii) will not be in conflict with, result in a breach of or constitute (with due notice and/or lapse of time) a default under any such indenture, agreement or other instrument, or result in the creation or imposition of any Lien, charge or encumbrance of any nature whatsoever upon any of such Borrower’s property or assets, except as

contemplated by the provisions of this Agreement. This Agreement and the documents which collectively constitute the Loan Documents, when executed and delivered to Lender, will constitute the legal, valid and binding obligations of respective signatories thereto enforceable against Borrower in accordance with their respective terms.

     6.5 Financial Statements and Business Condition. Taken as a whole, all financial data and other information of whatever nature that have been given to Lender with respect to Parent (i) is complete and correct and does not omit to state any material fact necessary in order to make the statements herein or therein not misleading; and (ii) accurately presents the financial condition of Parent as of the date on which the same have been furnished to Lender. To the extent required by GAAP, all balance sheets disclose all known liabilities, direct and contingent, as of their respective dates. No Material Adverse Effect has occurred since the date of the most recent of each such financial statement given to Lender other than changes in the ordinary course of business, none of which changes have had or could reasonably be expected to have a Material Adverse Effect.

     6.6 Title to Properties; Prior Liens. Borrower has good and marketable title to all of the Receivables Collateral. Borrower’s sole business involves the marketing, sale and financing of Timeshare Interests at each of the Resorts and Club. Other than the Liens granted in favor of Lender, there are no Liens or encumbrances against all or any portion of the Receivables Collateral.

     6.7 Subsidiaries, Affiliates and Capital Structure. Borrower has no subsidiaries or Affiliates which have any involvement or interest in any of the Resorts or the Club in any way except for the DRC Affiliates. Neither Borrower nor any of the DRC Affiliates is a party to any proxies, voting trusts, member’s agreements or similar arrangements pursuant to which voting authority, rights or discretion with respect to Borrower is vested in any other Person.

     6.8 No Defaults. Borrower is not in default in the performance, observance or fulfillment of any of the obligations, covenants or conditions set forth in any agreement or instrument to which it is a party.

     6.9 Accurate Reports. All other reports, papers, data and information provided by Borrower to Lender with respect to Borrower and the DRC Affiliates, are accurate and correct and complete insofar as completeness may be necessary to give Lender a true and accurate knowledge of the subject matters.

     6.10 Taxes. Borrower is a newly formed entity that has not been required to file any federal, state and material county and municipal income tax returns. To Borrower’s actual knowledge, there is no pending or threatened tax audit with respect to the Club, the Resorts, the DRC Affiliates or any applicable Association. To Borrower’s actual knowledge, no documentary stamp or intangible tax is due in connection with any Timeshare Interests or Pledged Timeshare Loans and if such taxes are held to be due,

Borrower will pay all documentary stamp and intangible taxes to the appropriate taxing authority.

     6.11 Litigation and Proceedings. There are no actions, suits, proceedings, orders or injunctions pending or, to the best of Borrower’s knowledge, threatened against or affecting Borrower or any of the DRC Affiliates, at law or in equity, or before or by any Governmental Authority, which could reasonably be expected to have a Material Adverse Effect with the sole exception of the litigation and potential future litigation listed and further described in Exhibit “E”, attached hereto which lists currently pending litigation against Borrower and the DRC Affiliates. Borrower has received no written notice from any Governmental Authority alleging that Borrower, the ILX Sellers, the Resorts, the Club or any of the DRC Affiliates has violated any state registration law, any other applicable statute, ordinance, rule or regulation governing the marketing and sale of Timeshare Interests, any Club Membership Plan, Resort Plan or any other applicable Legal Requirements that could reasonably be expected to have a Material Adverse Effect. Borrower shall provide to Lender prompt written notice of any action commenced against any of the foregoing Persons to the extent Borrower reasonably believes such action could give rise to a Material Adverse Effect or material breach of any of the provisions of this Agreement.

     6.12 Licenses. To the best of Borrower’s knowledge, no authorization, consent, approval, License, exemption, filing or registration with any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, or securities exchange, is or will be necessary to the validity of the rights created under this Agreement.

     6.13 Solvency. Borrower and each of the DRC Affiliates is able to pay all of their respective debts as they become due and Borrower and each of the DRC Affiliates shall maintain such solvent financial condition, giving effect to the Obligations, as long as Borrower is obligated to Lender hereunder. Borrower’s Obligations under this Agreement and under the Loan Documents will not render Borrower unable to pay its debts as they become due. The present fair market value of Borrower’s and each of DRC Affiliates’ assets is greater than the amount reserved to pay their respective total liabilities. Neither Borrower nor any of the DRC Affiliates has made an assignment for the benefit of creditors; suspended business or commenced proceedings for its dissolution; filed bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings for relief under the bankruptcy, insolvency or receivership laws for the relief of debtors, instituted by or against any of them or has consented thereto; or has any judgment, writ or warrant or attachment, or similar process, entered or filed against it or any of their respective property or assets which renders any of them insolvent or impairs it or any of their ability to continue doing business and which has remained unvacated, unbonded or unstayed for a period of thirty (30) days.

     6.14 Receivables Collateral. Borrower has good and marketable legal title to and is the sole owner of the Receivables Collateral and the Pledged Timeshare Loans

are not subject to any lien, security interest, charge or other claim or encumbrance of any Person other than Lender.

     6.15 Timeshare Interests. To Borrower’s actual knowledge, the Timeshare Interests which are the subject of each Pledged Timeshare Loan are all free and clear of all encumbrances except for Lender’s Liens and Permitted Liens.

     6.16 Intentionally Omitted.

     6.17 Full Disclosure. No information, exhibit or written report or the content of any schedule furnished by or on behalf of Borrower or to Borrower’s actual knowledge, the Resort Manager, or the Club Manager to Lender in connection with the Receivables Loan, the Resort, the Club or the Collateral, and no representation or statement made by Borrower in any Loan Document, contains any material misstatement of fact or omits the statement of a material fact necessary to make the statement contained herein or therein not misleading. Borrower knows of no fact or condition which could prevent or delay the sale of Timeshare Interests to Purchasers or to the best of Borrower’s knowledge prevent or impede the operation of each of the Resorts in accordance with the Resort Documents or the Club in accordance with the Club Membership Documents or other disclosure documents, and in accordance with applicable law, or prevent Borrower’s performance of its Obligations pursuant to the Loan Documents, other than the fact that the completion of state timeshare registration requirements for a points-based use plan for the Club shall not be completed for 130-150 days after the Closing Date, and sales of Timeshare Interests may not be consummated until such registration requirements have been satisfied.

     6.18 Use of Proceeds/Margin Stock. None of the proceeds of the Receivables Loan will be used to purchase or carry any “margin stock” (as defined under Regulation U of the Board of Governors of the Federal Reserve System, as in effect from time to time), and no portion of the proceeds of the Receivables Loan will be extended to others for the purpose of purchasing or carrying margin stock. None of the transactions contemplated in this Agreement (including, without limitation, the use of the proceeds from the Receivables Loan) 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 G, T, U and X of the Board of Governors of the Federal Reserve System, 12 C.F.R. Part 11. The proceeds of the Receivables Loan will be disbursed only for the payment of the Loan Costs.

     6.19 No Defaults. No Default or Event of Default exists, and there is no violation in any material respect of any term of any agreement, charter instrument, bylaw or other instrument to which Borrower is a party or by which Borrower may be bound.

     6.20 Change of Control. For so long as Borrower is obligated to Lender under any of the Loan Documents, there shall be no Change of Control.

     6.21 Legal Compliance.

          (a) Borrower is not in violation of any state timeshare registration act or any other statues, ordinances, rules or regulations in any other jurisdiction to which Borrower is subject; and

          (b) Borrower’s and Marketing and Sales Agent’s practices are in compliance with applicable state and federal laws, including without limitation, their lead generation techniques. None of Borrower or the DRC Affiliates has been contacted or notified of any Federal Trade Commission or any Department of Justice inquiry or investigation in connection with marketing and sale of timeshare interests.

     6.22 Restrictions of Borrower. Neither Borrower, the DRC Affiliates, the Resort Manager or the Club Manager is a party to any contract or agreement, or subject to any Lien, charge or corporate restriction, which could reasonably be expected to have a Material Adverse Effect. Borrower will not after the Closing Date, become a party to any contract or agreement which prohibits Borrower’s execution of, or compliance with the terms of, this Agreement or the other Loan Documents. Borrower has not agreed or consented to cause or permit in the future (upon the happening of a contingency or otherwise) any of the Receivables Collateral, whether now owned or hereafter acquired, to be subject to a Lien except in favor of Lender as provided hereunder.

     6.23 Broker’s Fees. Lender and Borrower represent to each other that neither of them has made any commitment or taken any action which could result in a claim for any broker’s, finder’s or other similar fees or commissions with respect to any of the transactions contemplated by this Agreement. Borrower agrees to indemnify Lender and save and hold Lender harmless from and against all claims of any Person for any broker’s or finder’s fee, commission or similar amount, and this indemnity shall include reasonable attorneys’ fees and legal expenses.

     6.24 Deferred Compensation Plans. Borrower has no pension, profit sharing or other compensatory or similar plan (herein called a “Profit Sharing Plan”) providing for a program of deferred compensation for any employee or officer. No fact or situation, including but not limited to, any “Reportable Event,” as that term is defined in Section 4043 of the Employee Retirement Income Security Act of 1974 as the same may be amended from time to time (“Pension Reform Act”), exists or will exist in connection with any Plan of Borrower which might constitute grounds for termination of any Plan by the Pension Benefit Guaranty Corporation or cause the appointment by the appropriate United States District Court of a Trustee to administer any such Plan. No “Prohibited Transaction” within the meaning of Section 406 of the Pension Reform Act exists or will exist upon the execution and delivery of the Agreement or the performance by the parties hereto of their respective duties and obligations hereunder. Borrower will (a) at all times make prompt payment of contributions required to meet the minimum funding standards set forth in Sections 302 through 305 of the Pension Reform Act with respect to each of its Plans; (b) promptly, after the filing thereof, furnish to Lender copies of each annual report required to be filed pursuant to Section 103 of the Pension Reform

Act in connection with each Plan for each Plan Year, including any certified financial statements or actuarial statements required pursuant to said Section 103; (c) notify Lender immediately of any fact, including, but not limited to, any Reportable Event arising in connection with any Plan which might constitute grounds for termination thereof by the Pension Benefit Guaranty Corporation or for the appointment by the appropriate United States District Court of a Trustee to administer the Plan; and (d) notify Lender of any “Prohibited Transaction,” as that term is defined in Section 406 of the Pension Reform Act. Borrower will not (a) engage in any Prohibited Transaction; or (b) terminate any such Plan in a manner which could result in the imposition of a Lien on any asset of Borrower pursuant, to Section 4068 of the Pension Reform Act.

     6.25 Labor Relations. The employees of Borrower are not parties to any collective bargaining agreement with Borrower, and, to the best of Borrower’s knowledge, there are no material grievances, disputes or controversies with any union or any other organization of Borrower’s or any of the DRC Affiliates’ employees, or threats of strikes, work stoppages or any asserted pending demands for collective bargaining by any union or organization.

     6.26 Applicable Resorts. To the best of Borrower’s knowledge, each of the Resorts has been established and dedicated and is and, will remain, a timeshare plan and project in material compliance with all applicable laws and regulations, including without limitation, any applicable timeshare registration laws. To the best of Borrower’s knowledge, Units, all improvements constructed or to be constructed thereon, the common elements, the common furnishings, the facilities and all related real and personal property have been and will continue to be duly submitted to the provisions of the Club Membership Plan or applicable Resort Plan, the Resort Documents and the Club Membership Documents, where applicable. Borrower will not vote to amend and will use commercially reasonable efforts to cause each applicable Association not to vote to terminate or amend the Club Membership Plan or applicable Resort Plan without the prior written consent of Lender. Lender acknowledges that Borrower will be providing Lender with amendments to the required Club Membership Documents and registrations to establish a points-based use plan for the Club.

     6.27 Applicable Associations. To the best of Borrower’s knowledge, the applicable Association relating to each of the Resorts was duly organized and is validly existing. Resort Manager will manage each of the Resorts and perform services for each Association, pursuant to an agreement between the Resort Manager and the respective Association or a sub-management agreement between the Borrower and each Resort Manager, provided, however, that a to be formed Mexican subsidiary of Borrower shall enter into any contract for services relating to Acquired Assets located in Mexico. Borrower’s and Manager’s interests in all Management Agreements has been collaterally assigned to Lender pursuant to the Collateral Assignment of Management Agreements which has been consented to by the applicable Association and Manager.

     6.28 Insurance. The Resorts are each insured in the event of fire, earthquake where deemed necessary by the Borrower, or the Association, or other casualty for the

full replacement value thereof, and in the event that the Resorts should suffer any loss covered by casualty or other insurance, upon receipt of any insurance proceeds, each Association is required, during the time such Resort is covered by such insurance, under the applicable governing instruments either to repair or rebuild the portions of the Resort. To the best of Borrower’s knowledge, the Association for the applicable Resort, if the Resort is located in a designated flood plain, maintains flood insurance.

     6.29 Representations as to Club and Club Loans. To the best of Borrower’s actual knowledge:

          (a) The Club is a non-profit corporation duly organized and validly existing in good standing under the laws of Arizona.

          (b) The Club has all requisite power and authority to own its properties, to conduct its business, to execute and deliver Club Membership Agreements and Club Membership Documents to Club Members.

          (c) The Club is the owner of all the Club Inventory free and clear of any liens or encumbrances subject only to (a) covenants, conditions and restrictions, rights of way, easements and other matters of public records, none of which, individually or in the aggregate, materially interferes with the current or intended use of Club Membership Interests by its members and (b) the Liens of the Lender.

          (d) With respect to Pledged Timeshare Loans, the Club Membership Interests, Club Membership Agreement and Assigned Club Deed of Trust are free and clear of all Liens, except the assignment of the Club Membership Agreements and Assigned Club Deed of Trust to Lender.

          (e) The Club has not taken (or omitted to take), any action that would impair or invalidate the coverage provided by any hazard, title or other insurance policy relating to any of the Resorts.

          (f) There are no delinquent or unpaid taxes, ground rents, water charges, sewer rents, assessments outstanding with respect to any Club Resort, nor any other outstanding Liens or charges affecting any Club Resort that could reasonably be expected to have a Material Adverse Effect.

          (g) All Club Resorts (other than Rancho Manana, which was closed beginning in the 4^th quarter of 2008) are free of material damage and waste and are in good repair and fully operational. There is no proceeding pending or threatened for the total or partial condemnation of or affecting any Club Resort. All Club Resorts are lawfully used and occupied under applicable law by Club Members pursuant to their Club Membership Interests.

          (h) Borrower has acquired from the applicable ILX Sellers good and marketable title to, and as of the Closing Date is the sole owner of each Club Loan, subject to Lender’s Liens.

          (i) There is only one original of the Club Membership Agreement and such Club Membership Agreement is the legal, valid and binding obligation of the maker thereof, enforceable in accordance with its terms.

          (j) All Club Membership Documents (including, but not limited to any Management Agreement and to the extent required, any reimbursement agreements) have been filed in the appropriate jurisdictions and are in full force and effect. All necessary Resort Plans and the Club Membership Plan in respect of the Club and any Club Resort have been filed in the appropriate jurisdictions and are in full force and effect.

          (k) The related Club Membership Agreement contains customary and enforceable provisions so as to render the rights and remedies of the holder thereof adequate for the realization against the related Club Membership Shares of the benefits of the security interests intended to be provided thereby.

          (l) With respect to Pledged Timeshare Loans, the terms of each Club Membership Agreement have not been impaired, waived, altered or modified by Borrower in any respect, except by written instruments which are part of the related Loan Documents. No other instrument has been executed or agreed to by Borrower which would effect any such impairment, waiver, alteration or modification. No obligor has been released from liability on or with respect to any Club Loan, in whole or in part, except in such cases where such release would not materially and adversely affect the obligee’s security for the related Club Loan, and to the best of Borrower’s actual knowledge, any such release is reflected by a written instrument which is a part of the related Loan Documents.

          (m) The Club Membership Agreements and Club Deeds of Trust are assignable to and by the obligee and its successors and assigns, and the related Club Membership Shares are assignable upon liquidation of the related Club Membership Loan, without the consent of any other Person, and there are no other restrictions on resale thereof.

     6.30 Intentionally Omitted.

     6.31 Access and Amenities. Each Club Member who acquires a Club Membership Interest has and will forever continue so long as such Club Membership Interest is in effect to have the guaranteed, permanent, non-exclusive right to use and right of ingress and egress to all of the facilities and public utilities of any Club Resort, subject to the terms of the Club Membership Documents and the Resort Documents. Borrower shall ensure that each Member of the Club shall have the guaranteed, permanent non-exclusive right to use and right of ingress and egress to each Club Resort pursuant to each Club Resort’s Resort Documents and the Club Membership Documents. Borrower shall have non-disturbance agreements or similar agreements in place to provide assurances to Purchasers in good standing of Club Membership Interests and users and occupants of Units that their right to use any facilities (pursuant

to the Resort Documents and Club Membership Documents) which are owned by the Club, the Borrower or any Association (including the facilities) is protected and assured.

     6.32 Units Ready for Use. To the best of Borrower’s knowledge, each Unit is fully furnished and ready for use and occupancy by Purchasers. To the best of Borrower’s knowledge, all common furnishings (including appliances) within Units in which Borrower has sold Club Membership Interests have been fully paid for and are free and clear of any Liens or other interests of any third party or are subject to leases which are not in default as of the Closing Date and the terms of which Borrower shall continue to comply with after the Closing Date.

     6.33 Reservation System. The Reservation System for the Club is fully operational for its intended purpose. Borrower represents that the Reservation System for the Club including the computer software has been conveyed by the applicable ILX Sellers and is owned by Borrower free and clear of any Liens, (other than Lender’s Lien and those relating to the leasing of equipment or software or licensing of software) that the Reservation System shall continue in operation and shall be available to the Club and that the Reservation System shall continually be operated to assure the ability of Club Members to exercise and use their Club Membership Interests. Borrower acknowledges the significance of the Reservation System to the ability of the Club Resorts and the Club to operate properly and allow Club Members to reserve assigned Units and exercise use rights in accordance with their Club Membership Agreement and the Club Membership Documents. Borrower agrees to prepare reports and provide information on the Reservation System promptly upon request from Lender. The Reservation System for the Resorts shall continue to be operational and available for use by Purchasers to assure the ability of Purchasers to reserve their assigned Units at their Resorts and exercise their use rights. The Reservation System at each of the Resorts is owned free and clear of liens by Borrower other than Lender’s Lien and those relating to the leasing of equipment or software or licensing of software.

     6.34 One to One Ratio. Borrower represents that it will only sell those Club Memberships described in the Eagle 9 UCC Policy provided by Title Company, and as evidenced by such policy, such sales will not violate the one-to-one purchaser-to-accommodation ratio required by Arizona law (“One to One Ratio”).

     6.35 Club Reports. To Borrower’s actual knowledge, Borrower has obtained from the ILX Sellers and shall continue to maintain at all times and upon request of Lender shall make available for inspection by Lender during normal business hours a complete listing of all Club Members in good standing of the Club, the fractional value of all Timeshare Interests and related Club Membership Shares purchased, whether the Club Membership Interest is annual or biennial, a current inventory status report of all accommodations and facilities which make up the Club, and a list of all upgrades by Club Members.

     6.36 Taxpayer Identification Numbers. Borrower’s federal taxpayer identification number is as follows:

     Borrower: ▇▇-▇▇▇▇▇▇▇

     6.37 Survival of Representations. The representations and warranties contained herein shall remain true and correct so long as any of the Obligations (other than contingent indemnification obligations to the extent no unsatisfied claim with respect thereto has been asserted) remain unpaid. All representations, warranties, covenants and agreements made herein or in any certificate or other document delivered to Lender by or on behalf of Borrower, pursuant to or in connection with this Agreement, shall be deemed to have been relied upon by Lender, notwithstanding any investigation heretofore or hereafter conducted by or on behalf of Lender.

Section 7. AFFIRMATIVE COVENANTS.

     So long as any portion of the Obligations (other than contingent indemnification Obligations to the extent no unsatisfied claim with respect thereto has been asserted) remains unpaid, Borrower shall at all times be in full and timely compliance with all of the following covenants and perform all duties and obligations set forth below in a timely manner:

     7.1 Legal Requirements. To the extent within Borrower’s actual control, Borrower shall at all times insure that the Resorts, the Club and the Pledged Timeshare Loans are in compliance with all laws, rules and regulations of whatever nature applicable to the Borrower’s operation of the Resorts, the Club and its sale of Timeshare Interests therein including, without limitation, all such laws pertaining to timeshare sales and marketing activities, the providing of consumer credit to third parties, the manner in which real property transactions are closed, and all other laws and regulations that serve as a condition to or could reasonably be expected to have a Material Adverse Effect on the Receivables Collateral, the enforceability of the Pledged Timeshare Loans, the operation of the Resorts and the Club or the ability of Borrower to sell Timeshare Interests. The Borrower shall comply in all material respects with all applicable Legal Requirements of any Governmental Authority.

     7.2 Maintenance of Existence, Qualification and Assets. Borrower, the Resort Manager, the Club Manager and the DRC Affiliates shall (a) maintain their respective legal existence, and (b) maintain their qualification, where required, to transact business and good standing in the state of their respective formation and in any other jurisdiction where any of them conduct business in connection with the Resorts and the Club.

     7.3 Consolidation and Merger. Unless Borrower shall have first obtained Lender’s prior written approval, which may be granted, withheld or conditioned in Lender’s sole discretion, Borrower will not consolidate with or merge into any other Person or permit any other Person to consolidate with or merge into it, with the exception of a consolidation with an Affiliate of Borrower.

     7.4 Maintenance of Insurance. Borrower shall use commercially reasonable efforts to cause each applicable Association to maintain, at all times during the term of

this Receivables Loan, policies of insurance with premiums therefor being paid when due, and shall deliver to Lender certificates of insurance issued by insurance companies, in amounts, in form and in substance, and with expiration dates, all acceptable to Lender and containing waivers of subrogation rights by the insuring company, mortgagee loss payable endorsements in favor of and satisfactory to Lender and breach of warranty coverage, providing the following types of insurance on and with respect to Borrower (or, as appropriate, the Association) and the Resort:

               (a) As to all improvements that are completed as of the date hereof, “All Risk Special Form” insurance coverage (including fire, lightning, hurricane, tornado, wind and water damage, earthquake, vandalism and malicious mischief coverage) covering all real and personal property which comprise each of the Resorts, in an amount not less than the full replacement value of such improvements and personal property, and said policy of insurance shall provide for a deductible acceptable to Lender, breach of warranty coverage, replacement cost endorsements satisfactory to Lender, and shall not permit co-insurance. As to improvements under construction, builder’s risk insurance with extended coverage, in an amount and with a company satisfactory to Lender, and containing a provision allowing the insured to complete the work provided for hereunder and covering the building materials on real property during construction. Upon completion of all construction activities, such insurance shall convert to, or shall be replaced with, the above-described fire and extended coverage insurance covering the improvements, all other property of any nature used for the construction of the improvements and any personal property located in or on each of the Resorts, in an amount not less than the full replacement value of such Improvements and personal property, and said policy of insurance shall provide for a deductible acceptable to Lender, breach of warranty coverage, replacement cost endorsements satisfactory to Lender, shall not permit co-insurance, and with an endorsement which includes as a loss payable any additional interest expense caused by a peril insured against under the policy. Such coverage for interest expense is limited to the period of time from the date of physical damage until such time as will reasonably elapse, in the exercise of due diligence, to the repair of the damage to its prior state. All insurance shall specifically cover architect and engineering fees necessary to repair or replace any insured portion of the Resort and shall cover debris removal;

               (b) General liability and property damage insurance covering each of the Resorts in amounts and on terms satisfactory to Lender;

               (c) Such other insurance on each of the Resorts or any replacements or substitutions therefor, including, without limitation, rent loss, business interruption, flood insurance in such amounts and upon such terms as may from time to time be reasonably required by Lender; and

          Lender shall expressly be named an additional insured and loss payee in each insurance policy described in this Section 7.4. To the extent any “institutional mortgagee,” “institutional lender” or “mortgagee” (as defined or used in the Resort Plan or Club Membership Plan) other than Lender has any rights to approve the form of

insurance policies with respect to each of the Resorts, 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 each of the Resorts 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 to ensure that Lender shall at all times have a co-equal right with such other “preferred mortgagee,” “institutional lender” or other “mortgagee” (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 and shall use commercially reasonable efforts to prohibit any changes with respect to any insurance policies, insurers, coverage, attorney-in-fact or insurance trustee, if any, without Lender’s prior written approval.

          In the event of any insured loss or claim in respect of all or any portion of the Resort, or the Financed Timeshare Interests, Borrower shall use commercially reasonable efforts to cause the applicable Association to apply all proceeds of such insurance policies in a manner consistent with the Resort Documents, the Club Documents, the Timeshare Act and all other applicable statutes, ordinances, rules and regulations.

          All insurance policies required pursuant to this Agreement (or the Resort Documents or the Timeshare Act) shall provide that the coverage afforded thereby shall not expire or be amended, canceled, modified or terminated without at least thirty (30) days prior written notice to Lender and contain a provision affirming Lender’s rights and benefits thereunder despite any violation of the applicable policy terms by Borrower or any other Person. Borrower shall make a good faith inquiry on a regular basis to the Association to determine if the required insurance premiums covering the Collateral have been paid. If Borrower determines upon such inquiry or otherwise that the required insurance premiums have not been paid, Borrower shall immediately notify Lender of such failure to timely pay the required insurance premium and Borrower shall have thirty (30) days from receipt of a written request from Lender to cause the required insurance premiums to be paid. If the required insurance premiums are not paid within such thirty (30) day period, Lender may, in its sole discretion, without any obligation to do so, choose to pay such required insurance premiums on behalf of Borrower or the applicable Association, in which case Borrower shall pay Lender interest at the Default Rate for any amounts so advanced. Lender may also, in its sole discretion, in the event the required insurance premiums are not paid when due, establish an insurance escrow account from which Lender may make insurance payments on behalf of Borrower or the applicable Association when insurance premiums shall become due. If the required insurance premiums are not paid as required and Lender elects not to pay such insurance premiums or establish an escrow account for payment thereof, such failure shall constitute an Event of Default hereunder.

          In the event of any fire or other casualty to or with respect to all or any portion of and the Resorts, Borrower covenants that it shall use commercially reasonable efforts to cause the applicable Association to promptly restore, repair or

replace the damaged portion(s) of the Resort and repair or replace any other personal property to the same condition as immediately prior to such fire or other casualty and, with respect to the real and personal property comprising the Resort, in accordance with the terms of the Resort Documents, the Timeshare Act and all other applicable statutes, ordinances, rules and regulations. The insufficiency of any net insurance proceeds shall in no way relieve Borrower or the applicable Association of their respective obligations as set forth herein. Borrower covenants that it shall use commercially reasonable efforts to cause the applicable Association to comply promptly and cause compliance with the provisions of the Resort Plan and the other Resort Documents and of the Timeshare Act and all other applicable statutes, ordinances, rules and regulations relating to such restoration, repair or replacement. In Lender’s sole discretion, all insurance proceeds payable to or received by Lender pursuant to the Resort Plan or Club Membership Plan or the applicable insurance policies may be applied to the payment of the Obligations, whether or not due and in whatever order Lender elects, consistent with the terms of the applicable insurance policy and the Resort Plan.

          Borrower shall in good faith cooperate with Lender in obtaining for Lender the benefits of any insurance or other proceeds lawfully or equitably payable to Borrower or Lender in connection with the transactions contemplated hereby and in paying any Obligation (including the payment by Borrower of the expense of an independent appraisal on behalf of Lender in case of a fire or other casualty affecting the Resort). Notwithstanding anything to the contrary set forth in this Section 7.4, the types and amounts (including deductible) of insurance coverage reflected on the insurance certificates delivered by Borrower to Lender on the Closing Date are satisfactory to Lender.

     7.5 Maintenance of Security. Borrower shall execute and deliver (or cause to be executed and delivered) to Lender all security agreements, financing statements, assignments and such other agreements, documents, instruments and certificates, and all supplements and amendments thereto, and take such other actions, as Lender deems necessary or appropriate in order to maintain as valid, enforceable and perfected first priority liens (subject to Permitted Liens) and security interests, all Liens on and security interests in the Receivables Collateral granted to Lender to secure the Obligations. Borrower shall not grant extensions of time for the payment of, or compromise for less than the full face value or release in whole or in part, any Purchaser or other Person liable for the payment of, or allow any credit whatsoever except for the amount of cash to be paid upon, any Receivables Collateral or any Instrument, chattel paper or document representing the Receivables Collateral, without Lender’s prior written consent. Borrower may if it desires provide Lender with a scope of standard modifications for Lender to approve in advance for any specific changes Borrower desires to make with respect to multiple Pledged Timeshare Loans.

     7.6 Payment of Taxes and Claims. Except to the extent the same are being contested in good faith by appropriate proceedings diligently prosecuted which stay enforcement of any Lien with respect thereto and for which adequate reserves in accordance with GAAP are being maintained by Borrower, Borrower will pay, when due,

all taxes imposed on or with respect to the Receivables Loan or any of the Loan Documents, the Receivables Collateral, or on or with respect to Borrower or any income, property or profits of Borrower and shall pay all other charges and assessments against Borrower or the Receivables Collateral, before any claim (including, without limitation, claims for labor, services, materials and supplies) arises for sums which have become due and payable. Except to the extent the same are being contested in good faith by appropriate proceedings diligently prosecuted which stay enforcement of any Lien with respect thereto and for which adequate reserves in accordance with GAAP are being maintained by Borrower, Borrower covenants that Borrower shall use commercially reasonable efforts to cause the applicable Association and/or the Club to pay, when due, all taxes imposed upon the Financed Timeshare Interests, each of the Resorts, the applicable Association, or any of their respective assets or with respect to any of their franchises, businesses, income or profits. Borrower shall make good faith inquiry on a regular basis to determine if the required taxes have been paid. Borrower shall immediately notify Lender in writing of any failure to timely pay all taxes due and payable by Borrower, any Association or the Club. In the event that Lender determines (through notice from Borrower or otherwise) that any taxes due and payable by Borrower have not been paid when due, Borrower shall have thirty (30) days from receipt of a written request for payment from Lender to pay the required taxes. If such required taxes (and any applicable late charges, etc.) are not paid within such thirty (30) day period, Lender may, in its sole discretion, without any obligation to do so, choose to pay such taxes on behalf of Borrower in which case Borrower shall pay Lender interest at the Default Rate for any sums so advanced. In the event Lender elects not to pay the required taxes due and payable by Borrower, such failure shall constitute an Event of Default hereunder, except to the extent the same are being contested in good faith by appropriate proceedings diligently prosecuted which stay enforcement of any Lien with respect thereto and for which adequate reserves in accordance with GAAP are being maintained by Borrower. Borrower shall pay, where applicable, or shall use commercially reasonable efforts to cause the applicable Association or the Club to pay all other charges and assessments levied against Borrower, the Receivables Collateral or the Resort before any claim arises for amounts which have become due and payable.

     7.7 Inspections. No more than one (1) time per year except after the occurrence and during the continuation of an Event of Default, Borrower shall, (and shall use commercially reasonable efforts to cause the Club Manager with respect to the Club and the Resort Manager with respect to the Resorts) to at reasonable times and from time to time, upon reasonable notice and at the expense of Borrower, including but not limited to the travel expenses of Lender’s agents, permit Lender or its agents or representatives to inspect any of the Resorts, the Club Resorts, the Receivables Collateral, including but not limited to all documents, bank statements, and other records within Borrower’s possession, custody or control, and to examine and make copies of and abstracts from its and, to the extent it has access thereto or possession thereof and each Association’s, the Resort Manager’s, the Club’s and the Club Manager’s books, accounts, records, original correspondence, computer tapes, disks, software, and other papers as it may desire; and to discuss its affairs, finances and accounts with any of its officers, employees, Affiliates, contractors or independent

certified public accountants (and by this provision, Borrower authorizes said accountants to discuss with Lender, its agents or representatives, the affairs, finances and accounts of Borrower). Lender agrees to use commercially reasonable efforts not to unreasonably interfere with Borrower’s business operations in connection with any such inspections. Representatives of Borrower and Lender shall meet on at least a quarterly basis (and more frequently if requested by Lender) in person or by teleconference and Borrower shall reimburse Lender for the reasonable and documented costs of such meetings or such inspections.

     7.8 Reporting Requirements. Borrower shall furnish (or cause to be furnished, as the case may be) to Lender, in each case certified in writing by Borrower as true and correct, the following:

               (a) Monthly Financial Reports. As soon as available and in any event within ten (10) days after the end of each calendar month, a report showing (i) the trial balance of the Pledged Timeshare Loans; (ii) a current aging and delinquency report on the Pledged Timeshare Loans; (iii) a report detailing the collections on each of the Pledged Timeshare Loans; (iv) a borrowing base report; (v) monthly reports from the Lockbox Agent required pursuant to the Lockbox Agreement; and (vi) monthly reports from the Servicer required pursuant to the Servicing Agreement (including a list of all upgrades for the subject month); (vii) monthly reports from the Custodian pursuant to the Custodial Agreement; (viii) monthly reports from Borrower of the funds into and out of the lockbox account for each month, and (ix) such other monthly reports and other information as shall be reasonably requested by Lender;

               (b) Quarterly Financial Reports. As soon as available and in any event within forty-five (45) days following the end of each calendar quarter, unaudited statements of income and expense of Borrower and Parent for the quarterly period in question and balance sheets of Borrower as of the last day of such calendar quarter, all in such detail and scope as may be reasonably required by Lender, prepared in accordance with GAAP (subject to normal year-end adjustments and the absence of footnote disclosure) and on a basis consistent with prior accounting periods and certified as true and correct by Borrower’s and Parent’s Chief Financial Officer in such Person’s representational capacity;

               (c) Annual Financial Reports. As soon as available and in any event within ninety (90) days after the end of each of calendar year or other fiscal year as may be applicable with respect to Borrower, each Association and Parent (a “Fiscal Year”), statements of income and expense of Borrower, each Association and Parent for the annual period ended as of the end of such Fiscal Year, and balance sheets of Borrower, each Association and Parent as of the end of such Fiscal Year, all in such detail and scope as may be reasonably required by Lender and prepared and audited by an independent certified public accounting firm acceptable to Lender (and Lender hereby acknowledges that BDO ▇▇▇▇▇▇▇ is currently acceptable to Lender) in accordance with GAAP and on a basis consistent with prior accounting periods. Each annual financial statement of Borrower and Parent and each of the Associations shall

be certified by the Chief Financial Officer of Parent and the Treasurer of each of the Associations, in each case in such person’s representational capacity, to be true, correct and complete. Notwithstanding the foregoing, Borrower shall provide the requested annual financial reports of each Association during the time Borrower controls the Board of Directors of each such Association. Subsequent to relinquishing control of the Board of Directors of any Association, Borrower shall use reasonable commercial efforts to cause each such Association where it no longer controls the Board of Directors to provide the foregoing financial reports.

               (d) Officer’s Certificate. Each set of annual Financial Statements or reports delivered to the Lender pursuant to Sections 7.8(b) and (c) of this Agreement shall be accompanied by a certificate of the Chief Financial Officer of Borrower and Parent, setting forth that the respective signers have reviewed the relevant terms of this Agreement (and all other agreements and exhibits between the relevant parties), have made, or caused to be made, under their supervision, a review of the transactions and conditions of Borrower and Parent 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 or Parent has taken or proposes to take with respect thereto;

               (e) Sales Reports. Within fifteen (15) days after the end of each month and within ninety (90) days after the end of each Fiscal Year, Borrower shall deliver to Lender, monthly and annually, as appropriate, a monthly or annual sales report, detailing the sales of all Timeshare Interests (including the sale of Club Membership Interests and all upgrades) for the period covered thereby, together with all Timeshare Interest sales (including the sale of Club Membership Interests and all upgrades) made by Borrower which have been canceled during such period. Such reports shall indicate the number of unsold Timeshare Interests (including unsold Club Membership Interests) that remain subject to the Lender’s Lien and the number of Timeshare Interests for which Release Payments (and the amount of the Release Payments made) during such period and during the term of the Receivables Loan and Inventory Loan. Such monthly reports and annual reports shall be certified by the Chief Financial Officer of Borrower in such Person’s representational capacity, to be true, correct and complete and otherwise in a form approved by Lender;

               (f) Budget. Borrower agrees to submit annually to Lender, within thirty (30) days after it is available, the annual maintenance and operating budget of each Association and the Club, certified by the Club Manager. Should Borrower not control the Board of Directors of the Club or any Association, Borrower shall use reasonable commercial efforts to cause any such Association and the Club to provide Lender with any annual maintenance and operating budget for an Association or the Club.

               (g) Club Inventory Reports and Maintenance of One to One Ratio. Within fifteen (15) days after the end of each month beginning at the end of December, 2010 and within ninety (90) days after the end of each Fiscal Year, Borrower shall deliver to Lender a report certified to be true and correct which details the Club Inventory which makes up the Club and the Club Membership Interests of Members in good standing and available for use on an annual basis so that a determination may be made that the Club is not oversold and there are sufficient completed and furnished accommodations in the Club to balance sale and use of sold Club Membership Interests owned by Members and to maintain the One to One Ratio; no Club Inventory may be annexed to or de-annexed from the Club without Lender’s prior written consent, except that Lender hereby consents to the annexation of all Resort Interests (stand-alone fee simple timeshare interests) acquired by Borrower under the Asset Purchase Agreement that may be annexed into the Club by Borrower without the need for any further consent by Lender thereto.

               (h) Audit Reports. Promptly upon receipt thereof, one (1) copy of each other report submitted to Borrower or Parent by independent public accountants or other Persons in connection with any annual, interim or special audit made by them of the books of Borrower or Parent;

               (i) Notice of Default or Event of Default. Within five (5) days after 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 the Borrower is taking or proposes to take with respect thereto;

               (j) Notice of Claimed Default. Within five (5) days after becoming aware that the holder of any material obligation or of any evidence of material indebtedness 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;

               (k) Material Adverse Developments. Within five (5) days after becoming aware of any claim, action, proceeding, development or other information which could reasonably be expected to have a Material Adverse Effect, the Borrower shall provide Lender with notice thereof, specifying the nature of such development or information and the anticipated effect thereof;

               (l) Hazardous Materials. Borrower shall promptly notify Lender of any material change of which it has actual knowledge in the nature or extent of any Hazardous Materials maintained on, or under any of the Resorts or used in connection therewith, and will deliver to Lender copies of any citation, orders, notices or other material governmental or other communication received with respect to any other Hazardous Materials, or other environmentally regulated substances affecting any Resort. Upon becoming aware of the possible existence of Hazardous Materials

affecting any Resort, Lender shall have the right to require Borrower to periodically perform an environmental audit and, if deemed reasonably necessary by Lender, an environmental risk assessment, each of which must be satisfactory to Lender, in its sole discretion, with respect to any Resort. Such audit and/or risk assessment must be conducted by a licensed environmental consultant. Lender shall pay the expenses of such audit unless an Event of Default has occurred and is continuing in which case Borrower shall pay any reasonable and documented costs and expenses incurred by Lender in the exercise of such rights (upon notice from Lender) or such amounts expended by Lender shall bear interest at the Default Rate.

               (m) State Registrations. Borrower agrees to promptly notify Lender if there is a change in any state timeshare registrations which add or delete states during the term of the Receivables Loan.

               (n) Pricing. Borrower shall promptly notify Lender of any material change in the retail pricing of Club Membership Interests and notify Lender of any increase on or decrease in pricing.

               (o) Exchange Companies. Borrower shall promptly notify Lender if the affiliation of the Club or any of the resorts with RCI or Interval International is terminated or suspended.

               (p) Cessation of Sales Business. Borrower shall provide prompt notice to Lender of any cessation of marketing or sales at any Resorts or locations, formerly owned or leased by any of the ILX Sellers or of a material part of Borrower’s business.

               (q) Upgrades. Borrower hereby agrees as part of the monthly servicing report provided to Lender to reference an upgrade sale of a Timeshare Interest that has occurred in the subject month and Borrower as a result of such upgrade shall pay down the principal balance and accrued and unpaid interest due from the obligor under the existing Pledged Timeshare Loan.

     7.9 Intentionally Omitted.

     7.10 Books and Records. The Borrower shall keep adequate records and books of account adequate to permit the preparation of financial statements in conformity with (i) GAAP, and (ii) all applicable requirements of any Governmental Authority having jurisdiction over Borrower or its businesses.

     7.11 Intentionally Omitted.

     7.12 Marketing and Management. Borrower shall cause the applicable Association to keep the Resort Manager and the Club Manager, respectively, engaged in management of the Resort and the Club so that each of these companies continues to perform duties substantially similar to those presently performed, as provided in the Sales and Marketing Agreement and Management Agreements relating to the Resort

and the Club. In the event of the resignation or termination of any of the respective entities referenced herein, Borrower, shall use commercially reasonable efforts to cause the applicable Association, and/or the Club within three (3) months after the date of any such event, to cause to be engaged as Resort Manager and/or Club Manager respectively, a Person or Persons who have substantially equivalent experience, background and demonstrated ability to perform services, in accordance with new marketing and management agreements, respectively, performed subsequent to the Closing Date by the above-referenced companies. Lender shall provide Borrower with its prior written consent to any change in the above-referenced entities.

     7.13 Intentionally Omitted.

     7.14 Contracts. Subject to the rights of the applicable Association and the Club as set forth in the Resort Documents and Club Membership Documents, no Contract in excess of $100,000 per year to which Borrower or any of the DRC Affiliates (in connection with this Agreement or the Inventory Loan Agreement) is a party or as to which Borrower’s or any of the DRC Affiliates’ consent or joinder is required, shall be materially modified, extended, terminated or entered into, without the prior written approval of Lender.

     7.15 Notices. Borrower shall notify Lender within ten (10) Business Days of the occurrence of any event (i) as a result of which any representation or warranty of Borrower contained in any Loan Documents would be incorrect or materially misleading if made at that time; or (ii) as a result of which Borrower is not in full compliance with all of its covenants and agreements contained in this Agreement or any Loan Document; or (iii) which constitutes or, with the passage of time, notice or a determination by Lender would constitute, an Event of Default.

     7.16 Maintenance. Borrower shall use commercially reasonable efforts to cause the applicable Association to maintain each of the Resorts in good repair, working order and condition (ordinary wear and tear and accident casualty excepted) and to make all necessary replacements and improvements to each of the Resorts so that the value and operating efficiency of the Resort will be maintained at all times and so that the Resort remains in compliance in all respects with the Timeshare Act, the Resort Documents, the Club Documents and all other applicable statutes, ordinances, rules and regulations.

     7.17 Claims. Borrower shall or shall use commercially reasonable efforts to cause the Association and/or the Club to promptly notify Lender of any material claim, action or proceeding affecting each applicable Resort, the Club or the Receivables Collateral, or any part thereof, or any of the security interests or rights granted in favor of Lender hereunder or under any of the other Loan Documents. At the request of Lender, Borrower shall appear in and defend in favor of Lender, at Borrower’s sole expense, with regard to any such claim, action or proceeding which could reasonably be expected to have a Material Adverse Effect.

     7.18 Registration and Regulations.

               (a) Local Legal Compliance. Borrower will comply, with all applicable servitudes, restrictive covenants, all applicable planning, zoning and land use ordinances and building codes, all applicable health and Environmental Laws and regulations, and all other applicable statutes, ordinances, rules, regulations, court orders, agreements and arrangements. To the best of Borrower’s knowledge, the use or occupancy of all such buildings, improvements and amenities for their respective intended purposes are lawful under all applicable statutes, ordinances, rules, and regulations; and

               (b) Registration Compliance. Borrower shall at all times maintain or cause to be maintained all necessary registrations, current filings, consents, franchises, approvals, and exemption certificates, and Borrower will make or pay, or cause to be made or paid, all registrations or fees with the applicable Government Authority and any other applicable regulatory authorities and any other governmental agencies or departments thereof, whether in Arizona or another jurisdiction, required in connection with the Financed Timeshare Interests and the occupancy, use and operation thereof, the incorporation of Units into the timeshare plan established pursuant to the applicable Resort Documents and Club Documents, and the sale, advertising, marketing, and offering for sale of Timeshare Interests. All such registrations, filings and reports will be truthfully completed, and true and complete copies of such registrations, applications, consents, licenses, permits, franchises, approvals, exemption certificates, filings and reports will be delivered to the Lender upon request.

     7.19 Intentionally Omitted.

     7.20 Other Documents. Subject to Section 4.23 above, Borrower will maintain or cause to be maintained to the satisfaction of Lender, and make available to Lender, accurate and complete files relating to the Financed Timeshare Interests, the Pledged Timeshare Loans, and all of the other Receivables, Collateral, and such files will contain true copies of each Pledged Timeshare Loans, as amended from time to time, copies of all relevant credit memoranda relating to such Timeshare Loans, if any, and all collection information and correspondence relating thereto.

     7.21 Further Assurances. Borrower will execute and deliver, or cause to be executed and delivered, such other and further agreements, documents, instruments, certificates and assurances as, in the judgment of Lender exercised in good faith, may be necessary or appropriate to more effectively evidence or secure, and to ensure the performance of, the Obligations or as may be necessary to carry out more effectively the purposes of this Agreement or the other Loan Documents. In addition, Borrower shall deliver to Lender from time to time, upon reasonable request by Lender, such documents, instruments and other matters or items as Lender may reasonably require to evidence Borrower’s compliance with the covenants set forth in this Section 7.

     7.22 Utilities. Borrower shall use commercially reasonable efforts to cause the applicable Association, to cause, electric, gas, cable television, sanitary and stormwater sewer, water facilities, drainage facilities, solid waste disposal, telephone and other necessary utilities to be available to each Resort in sufficient capacity to service each Resort, including all phases, units, common areas, common furnishings and facilities.

     7.23 Amenities. To the extent within Borrower’s actual control, Borrower shall cause or shall use commercially reasonable efforts to cause the Club or Association to permit each Purchaser of a Financed Timeshare Interests to have continuing access to, and the use of during the period of any occupancy of the Units, all of the common areas, common furnishings, facilities, and related or appurtenant services, rights and benefits, all as provided in the applicable Resort Documents and the Club Membership Documents.

     7.24 Expenses and Closing Fees. Borrower shall pay all reasonable and documented expenses of Lender relating to negotiating, preparing, documenting, closing, performing and enforcing this Agreement and the other Loan Documents, including, but not limited to:

               (a) the cost of preparing, reproducing and binding this Agreement, the other Loan Documents and all exhibits and schedules thereto;

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

               (c) Lender’s out-of-pocket expenses;

               (d) all fees and expenses (including fees and expenses of Lender’s counsel) relating to any amendments, waivers, consents or subsequent closings or other transactions pursuant to the provisions hereof;

               (e) all costs, outlays, legal fees and expenses of every kind and character had or incurred in: (A) the interpretation or enforcement of any of the provisions of, or the creation, preservation or exercise of rights and remedies under, any of the Loan Documents including the costs of appeal; (B) the preparation for, negotiations regarding, consultations concerning, or the defense or prosecution of legal proceedings involving any claim or claims made or, to the best of Borrower’s knowledge, threatened against the Lender arising out of this transaction or the protection of the Collateral securing the Receivables, Loan, expressly including, without limitation, the defense by Lender of any legal proceedings instituted or, to the best of Borrower’s knowledge, threatened by any Person to seek to recover or set aside any payment or set off theretofore received or applied by the Lender with respect to the Obligations, and any and all appeals thereof; and (C) the advancement of any expenses provided for under any of the Loan Documents;

               (f) all fees and expenses of the Lockbox Agent, Servicer, Custodian, Back-Up Servicer or any other escrow agent or custodian and their respective counsel;

               (g) all fees and expenses of Lender’s consultants or other professionals and their respective counsel;

               (h) all costs and expenses incurred by Lender under the Receivables Loan Promissory Note, and all late charges payable under the Receivables Loan Promissory Note; and

               (i) to the extent not paid by the applicable Association, all real and personal property taxes and assessments, documentary stamp and intangible taxes, sales taxes, recording fees, document copying, transmittal and binding costs, appraisal fees, lien and judgment search costs, fees of architects, engineers, environmental consultants, surveyors and any special consultants, construction inspection fees, brokers fees, escrow fees, wire transfer fees, and all travel and out-of-pocket expenses of Lender to conduct inspections or audits. Without limiting any of the foregoing, Borrower shall pay the costs of UCC and other searches, UCC and other Loan Document recording and filing fees pursuant to this Agreement.

     7.25 Other Reports and Tax Returns. Borrower will promptly deliver to Lender any other information related to the Receivables Loan, the Receivables Collateral, the Resorts, the Club, the applicable Association, Sales and Marketing Agent, Manager, the Association, DRC Affiliates, or Borrower, as Lender may in good faith request including, without limitation, annually, federal call reports relating to Lockbox Agent, if any. Borrower agrees to provide Lender with copies of filed tax returns and tax statements and evidence of payment of all taxes on the Receivables Collateral or for Borrower or Parent.

     7.26 Intentionally Omitted.

     7.27 Association and Club Reports. Borrower shall, and shall use commercially reasonable efforts to cause each applicable Association and the Club to keep adequate records and books of account in accordance with GAAP reflecting all financial transactions of Borrower with respect to the Resorts and the Club.

     7.28 Intentionally Omitted.

     7.29 Amounts Due to Association. To the extent required by the APA, Borrower shall use commercially reasonable efforts to cause the ILX Sellers (on the Closing Date only), the Club and each applicable Association to deliver a statement to Lender on the Closing Date and at the end of each calendar year, commencing in the present calendar year and continuing throughout the term of the Receivables Loan, indicating that no amounts are due and payable to any Association or the Club from Borrower or any Affiliate of Borrower and that all taxes and insurance premiums payable

by each Association have been paid when due. In the event that any amount is due and owing to any Association or the Club, by the Borrower, and Borrower fails to pay such amount in a timely manner, then such amount may be paid directly to the appropriate party by Lender in its sole discretion and Borrower shall pay interest on such amount at the Default Rate. Borrower hereby covenants that as of the date of this Agreement, no amounts are due and payable to any Association or the Club from Borrower or any Affiliate of Borrower as of the Closing Date.

     7.30 Ancillary Agreements. The Servicing Agreement, Back-Up Servicing Agreement, Lockbox Agreement, and Custodial Agreement shall be in form and content in each case satisfactory to Lender, in its sole discretion as of the Closing Date. Borrower may not terminate the Servicing Agreement, Back-Up Servicing Agreement, Lockbox Agreement or Custodial Agreement without Lender’s prior written approval. Upon the occurrence and during the continuation of an Event of Default, the Servicing Agreement, Back-Up Servicing Agreement, Lockbox Agreement and Custodial Agreement shall be cancelable by Lender in Lender’s sole discretion pursuant to their terms.

     7.31 Intentionally Omitted.

     7.32 Compliance with Legal Requirements. Borrower shall (a) maintain a system reasonably designed and operated to detect and deter material violations of state and federal timeshare sales practice regulations and (b) promptly notify Lender of any material regulatory inquiry or action.

     7.33 Intentionally Omitted.

     7.34 Sales and Marketing. Subject to state timeshare registration requirements, Borrower or Marketing and Sales Agent shall at all times maintain an active sales and marketing program for the sale of Timeshare Interests at the Resorts and the other locations acquired from the ILX Sellers.

     7.35 Pricing. Borrower shall not, without Lender’s prior written consent which shall not be unreasonably withheld, adjust the retail pricing schedule for Timeshare Interests such that the price adjustment would have a Material Adverse Effect.

     7.36 Exchange Companies. Borrower agrees that the Club and the Resorts shall at all times be affiliated with either Interval International (“II”) and/or RCI. The Resorts are presently affiliated with II with the sole exception of Roundhouse which is presently affiliated with RCI. Borrower agrees to pay II or RCI, as applicable, any and all fees accruing from and after the Closing Date which are properly assessed in connection with Borrower’s or the Resort’s affiliation therewith. Borrower shall continue to sell memberships in II and RCI (for Roundhouse) to Purchasers of Timeshare Interests during the term of the Receivables Loan and the Inventory Loan.

     7.37 Origination, Servicing and Collection Practices. The origination, servicing and collection practices used by Borrower and the applicable DRC Affiliates with respect to each Club Loan shall be in all respects, legal, proper, usual and customary and in accordance with the credit and collection policies of similar developers in the timeshare industry.

     7.38 Remarketing of Timeshare Interests Related to Defaulted Pledged Timeshare Loans. Borrower agrees to re-market all Timeshare Interests related to defaulted Pledged Timeshare Loans for Lender in a timely manner and to pay Lender a Release Payment upon the sale of any such re-marketed Timeshare Interest.

     7.39 Affiliation Agreement With The Diamond Vacation Club. Borrower agrees to cause the Club to enter into the Affiliation Agreement acceptable to Lender with the Diamond Vacation Club within one hundred and eighty (180) days of the Closing Date (or such later date as shall be approved by Lender). Lender’s acceptance of the Affiliation Agreement shall not be unreasonably withheld. Borrower acknowledges that Lender desires to enhance the choice of accommodations available to Club Members and that the ability of such Club Members to take advantage of the experiences and a limited selection of the accommodations which make up the Diamond Vacation Club is an important benefit which Lender desires Borrower to make available to existing Club Members. Through the Affiliation Agreement or by converting the Club Members to members of the Diamond Vacation Club, Borrower agrees that existing Club Members and existing and future Purchasers of Timeshare Interests will not be required to pay any upfront conversion fee if and when they elect to convert their Club Membership Interest to become a member of the Diamond Vacation Club for at least a six (6) month period subsequent to the Closing Date. Any converted Club Member will have access to all Club Resorts as well as a limited selection of the resorts that make up the Diamond Vacation Club.

     7.40 Sale and Marketing of Club Membership Interests From ILX Sellers’ Former Locations and Resorts. Borrower agrees that unless and until the Receivables Loan and the Inventory Loan are paid in full, Borrower, Marketing and Sales Agent and any of the DRC Affiliates will only sell Club Membership Interests and Resort Interests acquired by Borrower pursuant to the Section 363 Sale and Sale Order or Club Membership Interests or Resort Interests related to Pledged Timeshare Loans, the title to which or the use rights for which have been taken back by Borrower at sales offices or Resorts formerly owned or leased by any of the ILX Sellers, and no sales or marketing of any product (timeshare, club membership, fractional, condominium, destination club, etc.) not acquired by Borrower from the ILX Sellers pursuant to the Section 363 Sale and Sale Order will occur or be conducted by any Person at any sales offices or Resorts formerly owned or leased by any of the ILX Sellers and acquired by Borrower pursuant to the Section 363 Sale and Sale Order unless and until the Receivables Loan and Inventory Loan are paid in full. Borrower shall have the right but not the obligation to sell Club Membership Interests and Resort Interests at sales locations other than the ILX Sellers’ former locations and shall notify Lender accordingly.

Section 8. NEGATIVE COVENANTS.

     So long as any portion of the Obligations (other than contingent indemnification Obligations to the extent no unsatisfied claim with respect thereto has been asserted) remains unpaid, Borrower hereby covenants and agrees with Lender as follows:

     8.1 Restrictions on Financing. Without the prior written consent of Lender, which may be granted, withheld or conditioned, in Lender’s sole discretion, Borrower will not obtain financing or grant liens with respect to the Financed Timeshare Interests and Pledged Timeshare Loans other than those in favor of Lender. Further, without consent of Lender, which shall not be unreasonably withheld, Borrower will not obtain financing or grant liens with respect to the Club, Receivables Collateral or other accounts receivable (whether now existing or created hereafter) other than those Liens in favor of Lender.

     8.2 Restrictions on Transfers. Borrower shall not, without obtaining the prior written consent of Lender (which consent may be given, withheld or conditioned by Lender, in Lender’s sole discretion), whether voluntarily or involuntarily, by operation of law or otherwise: (i) transfer, sell, pledge, convey, hypothecate, factor or assign all or any portion of the Club, the Resorts or the Receivables Collateral, or contract to do any of the foregoing, including, without limitation, pursuant to options to purchase and so-called “installment sales contracts,” “land contracts,” or “contracts for deed” (except that Borrower shall have the right to sell Timeshare Interests to Purchasers in arms-length transactions in the ordinary course of Borrower’s business and finance those sales with a third party lender and to convey all Resort Interests owned by Borrower to the Club subject to Lender’s Lien thereon); (ii) lease or license any portion of the Receivables Collateral, or change the legal or actual possession or use thereof (except rental of Timeshare Interests in the ordinary course of Borrower’s business); (iii) permit the dilution, transfer, pledge, hypothecation or encumbrance of any of the ownership interests of Borrower which would result in a Change of Control; (iv) permit the assignment, transfer, delegation, change, modification or diminution of the duties or responsibilities of Borrower under this Agreement and any other Loan Documents; or (v) permit the Club (during the time Borrower controls a majority of the Club’s Board of Directors and use reasonable commercial efforts thereafter) to encumber, transfer, pledge, hypothecate, convey, assign, mortgage or sell any Club Inventory to Borrower or any Person except that Borrower shall retain its rights under the Club Membership Plan to deannex Club Inventory in accordance with the provisions of the Club Membership Plan. Without limiting the generality of the preceding sentence, and subject to the terms of this Agreement and the other Loan Documents, the prior written consent of Lender shall be required for (A) any transfer of the Receivables Collateral or any part thereof (except with respect to the sale of Timeshare Interests to Purchasers in arms length transactions in the ordinary course of business) made to a subsidiary or other Affiliate of Borrower or otherwise; (B) any transfer of all or any part of the Receivables Collateral by Borrower to its Affiliates or vice versa; and (C) any corporate merger or consolidation, disposition or other reorganization, with the exception of a consolidation with an Affiliate of Borrower.

     8.3 Use of Lender’s Name. Without Lender’s prior written consent, Borrower shall not at any times during the term of the Receivables Loan be permitted to use the name of Lender or the name of any Affiliate of Lender in connection with any of Borrower’s businesses or activities. If Borrower needs to use Lender’s name, it shall submit to Lender for its approval the proposed use with sufficient lead time for Lender to review the proposed use.

     8.4 Timeshare Regime. Without Lender’s prior written consent, Borrower shall not amend, modify or terminate any Club Membership Plan, Resort Plan, or any other restrictive covenants, agreements or easements regarding the Receivables Collateral in any manner nor shall Borrower assign its rights as “developer” or “declarant”, if any, under the any Club Membership Plan, or any Resort Plan or file or permit to be filed any additional covenants, conditions, easements or restrictions against or affecting any of the Resorts (or any portion thereof) or the Club, except to Lender, without Lender’s prior written consent. Borrower may amend any non-recorded Resort Documents so long as such amendments or modification shall not have a Material Adverse Effect on the Receivables Collateral, the Club, any Resort or the ability of Borrower to sell Timeshare Interests. Lender acknowledges that Borrower intends to establish a points-based use plan for the Club and may establish other benefits associated with the Club and will amend the Club Membership Plan and registrations to this effect. Lender’s prior written consent to Borrower’s amending the Club Membership Plan to establish a points-based use plan for the Club will not be unreasonably withheld.

     8.5 Name Change. Borrower shall not change its name, its chief executive office or the locations at which it does business without first providing at least thirty (30) days prior notice to Lender and amending any recorded or filed documents which require amendment as a result thereof at Borrower’s expense.

     8.6 Receivables Collateral; No Modifications. Borrower shall not take any action (or permit or consent to the taking of any action) which could reasonably be expected to have a Material Adverse Effect on the value of all or any portion of the Receivables Collateral or any of the rights of Lender with respect to the Receivables Collateral, nor shall Borrower cause or permit (to the extent within Borrower’s actual control and in compliance with law) any amendment to or modification of the form or any existing terms of any of the Pledged Timeshare Loans, Assigned Deeds of Trust, Purchase Agreements, Resort Documents or any Club Membership Documents, without Lender’s prior written consent thereto. Borrower may obtain Lender’s advance approval of the scope of an acceptable loan modification program with respect to Pledged Timeshare Loans.

     8.7 Intentionally Omitted.

     8.8 Use of Resorts or Club. Borrower shall not change the nature, configuration, location or other features of the Club or any Resorts, in any manner that is inconsistent in any material and adverse respect with any written representation or

promise for which Borrower has actual knowledge made to a Purchaser of a Timeshare Interest related to a Pledged Timeshare Loan hereunder.

     8.9 Method of Accounting. Borrower shall not change its method of accounting unless such change is permitted by GAAP.

     8.10 Security. Borrower shall not take any action with respect to any of the security for the Obligations held by Lender from time to time which is inconsistent with the provisions of this Agreement or which would have a Material Adverse Effect on the rights of Lender under this Agreement or the Loan Documents.

     8.11 Intentionally Omitted.

     8.12 Intentionally Omitted.

     8.13 Transactions with Affiliates. Without the prior written consent of Lender, Borrower shall not enter into any transaction with any Affiliate in connection with the Receivables Collateral, including, without limitation, relating to the purchase, sale or exchange any assets or properties or the rendering of any service, except with the DRC Affiliates in accordance with the Sales and Marketing Agreement, Management Agreement and Servicing Agreement, each of which agreements shall be approved by Lender prior to execution or modification thereof.

     8.14 Restrictive Covenants. Borrower will not, without Lender’s prior written consent, seek, consent to, or otherwise acquiesce in, any material change in any private restrictive covenant, planning or zoning law or other public or private restriction, which would limit or alter the use any of the Resorts, the Club, any Units or the Financed Timeshare Interests.

     8.15 No Payment of Dividends. Unless specifically agreed to in writing by Lender, Borrower may not pay any dividends, fees, expenses or other sums or any distribution in cash or assets or any loans, salary advances or other payments to; (i) any shareholder of Borrower; (ii) any of the DRC Affiliates or shareholders, partners, members or employees thereof; or (iii) any corporation, partnership or other Person directly or indirectly owned in whole or in part by any shareholder, officer or director of Borrower or any Affiliate of any of the foregoing. Notwithstanding the foregoing, Borrower shall have the right to make the following payments without the consent of Lender: (A) compensation and bonuses (consistent with industry norms) paid to directors, management and employees of Borrower in the ordinary course of business, or (B) loans and advances to employees in the ordinary course of business not to exceed $50,000 in the aggregate at any time outstanding and (c) payments to any of the DRC Affiliates pursuant to the provisions of the Sales and Marketing Agreement, Management Agreement and Servicing Agreement.

     8.16 Downgrades. Borrower agrees not to downgrade a Timeshare Interest related to a Pledged Timeshare Loan unless Borrower pays Lender a prorata principal

paydown together with accrued and unpaid interest applicable to such prorata principal amount.

Section 9. SUBORDINATED OBLIGATIONS.

     All indebtedness or liabilities, direct or indirect, contingent or non contingent, of Borrower to any Affiliate thereof or any of the DRC Affiliates, or any shareholder, partner, or member of Borrower, any Affiliate thereof or any of the DRC Affiliates (exclusive of any Management Agreement, Sales and Marketing Agreement or Servicing Agreement entered into with one or more of the DRC Affiliates), and all liens therefor, and effective upon the occurrence and during the continuation of an Event of Default (allowing for notice and cure provisions as may be applicable hereunder), distributions of profit or withdrawals of capital to or by any of the foregoing Persons (collectively, “Subordinated Indebtedness”), are hereby and shall be subordinated to the Receivables Loan and the Inventory Loan. Borrower hereby represents and warrants to Lender that the Subordinated Indebtedness comprises all of the Borrower’s debts, liabilities and obligations to any shareholders, members, partners, officers, directors or employees of Borrower, any Affiliates thereof or any DRC Affiliates, except for executive compensation and bonuses (in accordance with industry norms). Upon the occurrence and during the continuation of an Event of Default, Borrower will not directly or indirectly make or permit any payment (exclusive of any payment of sales and marketing fees to Marketing and Sales Agent, management fees to Manager and servicing fees to Servicer) to be made in respect of any Subordinated Indebtedness.

Section 10. DEFAULT.

     The occurrence of any one or more of the following events and/or occurrences shall constitute an “Event of Default” hereunder:

     10.1 Payments. Borrower’s failure to make, as and when due and payable pursuant to the terms of this Agreement or any of the Loan Documents, any payment or mandatory prepayment of principal, interest or other fees or amounts with respect to the Receivables Loan.

     10.2 Covenant Defaults. Borrower fails to perform or observe any term, covenant or agreement contained Sections 7.4, 7.7, 7.8, 7.24, 7.38, 7.39, 7.40 or Section 8 of this Agreement; or (b) Borrower fails to perform or observe any term, covenant or agreement contained in this Agreement or any other Loan Document, and such Default shall continue unremedied for a period of thirty (30) days after the earlier to occur of (i) the date upon which an officer of Borrower or any of the Cloobeck Affiliates becomes aware of such failure and (ii) the date upon which written notice thereof is given to Borrower by Lender.

     10.3 Warranties and Representations. Any warranty or representation made herein proves to be false, misleading or incorrect.

     10.4 Attachment, Judgment, Tax Liens. The levy of an attachment, injunction, tax lien, judgments or any execution or other such process against Borrower’s property or any of its assets, the Club, any of the Resorts or the Receivables Collateral with respect to a claim or claims aggregating $100,000 or more and the failure by Borrower to obtain the discharge thereof or provide adequate bond acceptable to Lender as security therefor within sixty (60) days after attachment.

     10.5 Invalid Lien. If any Lien or security interest granted by Borrower to Lender in connection with the Pledged Timeshare Loans on the Closing Date or subsequent thereto becomes invalid or unenforceable or is not, or ceases to be a perfected first priority Lien or security interest in favor of Lender and such unenforceability or invalidity gives rise to a Material Adverse Effect on Lender’s Receivables Collateral. Notwithstanding the foregoing, this provision shall not be applicable to any possible invalid foreclosures of Timeshare Interests undertaken by the ILX Sellers and not by Borrower.

     10.6 Involuntary Bankruptcy. If a case is commenced or a petition is filed against Borrower or any of the DRC Affiliates under any Debtor Relief Law and is not released, vacated or fully bonded within sixty (60) days after such commencement or filing, as applicable; a receiver, liquidator or trustee of Borrower, any of the DRC Affiliates or of a substantial portion of the assets of Borrower or of any of the DRC Affiliates is appointed by court order and such order remains in effect for more than sixty (60) days; or if a substantial portion of the assets of Borrower is sequestered by court order and such order remains in effect for more than sixty (60) days.

     10.7 Voluntary Bankruptcy. If Borrower or any of the DRC Affiliates voluntarily seeks, consents to or acquiesces in the benefit of any provision of any Debtor Relief Law, whether now or hereafter in effect; consents to the filing of any petition against it under such law; makes an assignment for the benefit of its or their creditors; admits in writing its or their inability to pay any of its debts generally as they become due; or consents to or suffers the appointment of a receiver, trustee, liquidator or conservator for Borrower or any of the DRC Affiliates or a substantial portion of its or their assets.

     10.8 Failure to Deliver Payments and Removal of Collateral. If Borrower (i) fails to deliver payments made under the Pledged Timeshare Loans or Receivables Collateral directly to Lender in accordance with the terms and provisions of this Agreement, or (ii) inadvertently removes, transfers, conveys or permits any of the Receivables Collateral to be removed, transferred or conveyed, and such failure is not cured within fifteen (15) days.

     10.9 Termination or Revision of Documents. If the Club Membership Plan, Resort Plan, other Club Membership Documents or other Resort Documents creating or governing the Club or any Resort, any applicable timeshare plan, or any Association, any restrictive covenants with respect to the Club, the Club Membership Documents or any of the Resorts or the Resort Documents shall be terminated, amended, or modified without Lender’s prior written consent (other than amendments, modifications or

terminations as may be required by law), which action could reasonably be expected to have a Material Adverse Effect on Lender’s Receivables Collateral, or if any default occurs under any Club Document or Resort Document, including, without limitation, a failure to maintain the One to One Ratio, and such action has or could reasonably be expected to have a Material Adverse Effect on Lender’s Receivables Collateral.

     10.10 Concealing Collateral. If Borrower (i) takes any action deemed by Lender to be a conversion of any of the Receivables Collateral, or (ii) conceals, removes, transfers, conveys, assigns or permits to be concealed, removed, transferred, conveyed or assigned, any of the Receivables Collateral in violation of the terms of any of the Loan Documents and with the intent to hinder, delay or defraud its creditors or any of them, including, without limitation, Lender.

     10.11 Intentionally Omitted.

     10.12 Creditors. If Borrower takes or is in the process of taking any action which Lender shall deem to be intended to (i) defraud any of their creditors, including, without limitation, Lender, (ii) convert all or any portion of the Receivables Collateral, or (iii) violate or circumvent applicable laws material to their respective businesses.

     10.13 Default in Other Agreements or Loans. Any default by Borrower, or any of the DRC Affiliates (i) in the payment of any indebtedness in connection with the Receivables Loan or the Inventory Loan; (ii) in the Management Agreements, Contracts, Servicing Agreement or Sales and Marketing Agreement; (iii) in the payment or performance of other indebtedness for borrowed money or obligations in excess of $100,000; or any default by DRC or any Affiliates thereof (a) on the Nevada Resorts Loan or (b) in the payment or performance of any other material indebtedness or obligations to any lenders, investors in any securitization or any provider of funds to DRC or any Affiliate thereof if such default results in either (i) a monetary default of $5 million or more and which is not cured within any applicable cure period, or (ii) the acceleration of such material indebtedness or obligations by the applicable lender and the default under (ii) is not cured (return to compliance with existing loan documents) within ten (10) days after the acceleration occurs.

     10.14 Loss of License. The suspension, loss, revocation or failure to renew or file for renewal of any registration, approval (if required), license, permit or franchise now held or hereafter acquired by Borrower that are necessary or appropriate for the Borrower to carry on its business or with respect to the marketing and sale of Timeshare Interests or the operation of any of the Resorts or the Club or the failure to pay any fee, which is necessary for the continued operation of the Resorts, the Club, Timeshare Interests or Borrower’s business in the same manner as it is being conducted at the time of such loss, revocation, failure to renew or failure to pay which is not cured in thirty (30) days after issuance; provided, however, if the suspension, loss, revocation or failure to renew or pay is incapable of cure within thirty (30) days and Borrower shall be diligently pursuing a cure, such thirty (30) day period shall be extended by a period not to exceed thirty (30) additional days.

     10.15 Suspension of Sales. The issuance of any stay order, cease and desist order, injunction, temporary restraining order or other judicial or nonjudicial sanction limiting or materially affecting any Timeshare Interest marketing or sales activities in any material respect in connection with the Resorts or the Club, or the enforcement of Lender’s remedies, which order or sanction is not terminated or dissolved within thirty (30) days after issuance; provided, however, if the termination or dissolution is incapable of cure within thirty (30) days and Borrower shall be diligently pursuing a cure, such thirty (30) day period shall be extended by a period not to exceed thirty (30) additional days.

     10.16 Insolvency. Borrower becomes insolvent because the amount of Borrower’s liabilities to any Person exceeds the amount of Borrower’s assets or otherwise generally unable to pay its debts as and when they become due or payable.

     10.17 Transfer or Sale. Except for the sale of Timeshare Interests in the ordinary course of business in accordance with the terms hereof, and except for transfers due to involuntary condemnation which do not render the Club, any of the Resorts or Receivables Collateral useless for its intended purpose as contemplated herein, if Borrower shall, without Lender’s prior written consent, sell, convey or further encumber all or any part of its interest in the Club, any of the Resorts, the Receivables Collateral or in any of the personalty located thereon or used or intended to be used in connection therewith, except for Borrower’s right to annex stand-alone fee simple timeshare interests into the Club as permitted in Section 7.8(g) hereof. For purposes of this paragraph, an assignment, sale or transfer shall include a Change of Control.

     10.18 Collateral. If any violation or breach shall occur in any agreement, covenant or restriction affecting title to all or any portion of the Club or any of the Resorts, which would have a Material Adverse Effect on the Receivables Collateral.

     10.19 Change of Control. If any Change of Control shall have occurred.

     10.20 Financial Condition. A material adverse change in the financial condition of Borrower or any of the DRC Affiliates has occurred as determined by Lender in its reasonable, good faith discretion.

     10.21 Cessation of Sales or Business. Any cessation without Lender’s prior written consent of (i) marketing or sales at the Sedona, Arizona sales location formerly owned or leased by any of the ILX Sellers, or (ii) a material part of Borrower’s business, shall occur (including, without limitation, operation of any of the Resorts or the Club) and if such marketing, sales or business shall not be resumed within thirty (30) days after such cessation, unless the cessation is due to a force majeure event.

     10.22 Observance of Loan Documents. Any default by Borrower in the due observance of any term, covenant or condition in the Loan Documents or Inventory Loan Documents or the revocation or attempted revocation or repudiation thereof, in whole or in part by Borrower.

     10.23 Inventory Loan. The occurrence of an Event of Default by Borrower with respect to any of the Inventory Loan or the Inventory Loan Documents.

     10.24 Change in Marketing and Sale Agent, Club Manager, Resort Manager or Servicer. Any change in the entity that is the Marketing and Sales Agent, the Club Manager, the Resort Manager or the Servicer without the prior written consent of Lender.

     10.25 Forest Service Land. Failure by Borrower to make all required payments due with respect to the Forest Service Land as set forth in Section 2.13 hereof.

Section 11. REMEDIES UPON DEFAULT.

     11.1 Should an Event of Default exist under this Agreement, it shall constitute a default under the Receivables Loan Promissory Note and all other Loan Documents which shall entitle Lender at its option and at any time to take any one or more of the actions described in this Section 11, all without notice to Borrower:

          (a) Acceleration. Without demand or notice of any nature whatsoever, declare the unpaid principal balance of the Receivables Loan (plus any interest, fees and expenses due) and/or the Inventory Loan, immediately due and payable, whereupon the same shall be due and payable, with the sole exception that no declaration is required in the event of the insolvency of Borrower pursuant to the terms hereto.

          (b) Intentionally Omitted.

          (c) Judgment. Reduce Lender’s claim to judgment, foreclose or otherwise enforce Lender’s Lien in all or any part of the Receivables Collateral by any available judicial or other procedure under law. Lender’s right to ▇▇▇ and recover a judgment, either before, after or during the pendency of any proceeding for the enforcement of the applicable lien or security interest, and the right of Lender to recover such judgment shall not be affected by any taking, possession or foreclosure sale hereunder or by the exercise of any other right, power or remedy for the enforcement of the terms or the foreclosure of the lien thereof.

          (d) Sale of Receivables Collateral. After notification, if any, provided for in Section 11.2 below, sell or otherwise dispose of, at the office of Lender, or elsewhere, as chosen by Lender, all or any part of the Receivables Collateral, and any such sale or other disposition may be as a unit or in parcels, by public or private proceedings, and by way of one or more contracts (it being agreed that the sale of any part of the Receivables Collateral shall not exhaust Lender’s power of sale, but sales may be made from time to time until all of the Collateral has been sold or until the Obligations have been paid in full and fully performed), and at any such sale it shall not be necessary to exhibit the Receivables Collateral. Borrower hereby acknowledges and agrees that a private sale or sales of the Receivables Collateral, after notification as

provided for in Section 11.2, shall constitute a commercially reasonable disposition of the Receivables Collateral sold at any such sale or sales, and otherwise, commercially reasonable action on the part of the Lender.

          (e) Retention of Receivables Collateral. At its discretion, retain such portion of the Receivables Collateral as shall aggregate in value to an amount equal to the total amount owed by the Borrower pursuant to the Loan Documents and the Inventory Loan Documents in satisfaction of the Obligations under the Receivables Loan and/or the Inventory Loan, whenever the circumstances are such that Lender is entitled and elects to do so under applicable law.

          (f) Receiver. Apply by appropriate procedures for the appointment of a receiver who shall have the authority to enter upon and take possession of any of the Resorts, collect the rents, income and profits therefrom and apply the same as the court may direct. Borrower hereby consents to any such appointment. The receiver shall have all of the rights and powers permitted under the laws of the state of the receivership.

          (g) Purchase of Receivables Collateral. Buy all or any part of the Receivables Collateral at any public or private sale.

          (h) Exercise of Other Rights. Lender shall have all the rights and remedies of a secured party under the UCC and other legal and equitable rights to which it may be entitled pursuant to applicable law, including, without limitation, and without notice to Borrower, the right to continue to collect all payments made on the Pledged Timeshare Loans, and to apply such payments to the Obligations, and to ▇▇▇ in its own name the maker of any defaulted Pledged Timeshare Loans. Lender may also exercise any and all other rights or remedies afforded by any other applicable laws or by the Loan Documents or the Inventory Loan Documents, as Lender shall deem appropriate, at law, in equity or otherwise, including, but not limited to, the right to bring suit or other proceeding, either for specific performance of any covenant or condition contained in the Loan Documents or the Inventory Loan Documents in their entirety, or in aid of the exercise of any right or remedy granted to Lender in the Loan Documents or the Inventory Loan Documents in their entirety. Lender shall also have the right to require the Borrower to assemble any of the Receivables Collateral not in Lender’s possession, at Borrower’s expense, and make it available to Lender at a place to be determined by Lender which is reasonably convenient to both parties, and Lender shall have the right to take immediate possession of all of the Receivables Collateral, and may enter the Club, any of the Resorts or any of the premises of Borrower or wherever the Receivables Collateral shall be located, with or without process of law wherever the Receivables Collateral may be, and, to the extent such premises are not the property of Lender, to keep and store the same on said premises until sold.

          (i) Rights Under Resort Documents or Club Membership Documents. Exercise any and all rights and remedies granted to Borrower under the Resort Documents or the Club Membership Documents, to the extent permitted by law.

          (j) Exercise of Rights Under Collateral Assignments. Exercise any and all rights and remedies granted to Lender under Collateral Assignment of Management Agreements, the Collateral Assignment of Declarant Rights or the Master Collateral Assignment.

     11.2 Notice of Sale. Reasonable notification of the time and place of any public sale of the Receivables Collateral or reasonable notification of the time after which any private sale or other intended disposition of the Receivables Collateral is to be made shall be sent to Borrower and to any other Person entitled under the UCC to notice; provided, however, that if the Receivables Collateral threatens to decline speedily in value or is of a type not customarily sold on a recognized market, Lender may sell or otherwise dispose of the Receivables Collateral without notification, advertisement or other notice of any kind. It is agreed that notice sent not less than ten (10) calendar days prior to the taking of the action to which such notice relates is reasonable notification and notice for the purposes of this Section 11.2. Lender shall have the right to bid at any public or private sale on its own behalf. Out of money arising from any such sale, Lender shall retain an amount equal to all costs and charges, including attorneys’ fees, for advice, counsel or other legal services or for pursuing, reclaiming, seeking to reclaim, taking, keeping, removing, storing and advertising such Receivables Collateral for sale, selling same and any and all other charges and expenses in connection therewith and in satisfying any prior Liens thereon. Any balance shall be applied upon the Obligations, and in the event of deficiency, Borrower shall remain liable to Lender. In the event of any surplus, such surplus shall be paid to Borrower or to such other Persons as may be legally entitled to such surplus. If, by reason of any suit or proceeding of any kind, nature or description against Borrower, or by Borrower or any other party against Lender, which in Lender’s sole discretion makes it advisable for Lender to seek counsel for the protection and preservation of its security interest, or to defend its own interest, such expenses and counsel fees shall be allowed to Lender and the same shall be made a further charge and Lien upon the Receivables Collateral.

     In view of the fact that federal and state securities laws may impose certain restrictions on the methods by which a sale of Receivables Collateral comprised of securities may be effected after an Event of Default, Borrower agrees that upon the occurrence or and during the continuance of an Event of Default, Lender may, from time to time, attempt to sell all or any part of such Receivables 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, Lender may solicit offers to buy such Receivables 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 Receivables Collateral, and if Lender solicits such offers from not less than three (3) such investors, 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.

     11.3 Application of Receivables Collateral; Termination of Agreements. Upon the occurrence and during the continuation of any Event of Default, Lender may, with or without proceeding with such sale or foreclosure or demanding payment or performance of the Obligations, without notice, terminate Lender’s further performance under the Receivables Loan, the Loan Documents, the Inventory Loan or the Inventory Loan Documents, without further liability or obligation by Lender, and may also, at any time, appropriate and apply to any Obligations any and all Receivables Collateral in its (or the Lockbox Agent’s, Custodian’s or any escrow agent’s) possession, any and all balances, credits, deposits, accounts, reserves, indebtedness or other moneys due or owing to Borrower held by Lender hereunder or under any other financing agreement with Lender or otherwise, whether accrued or not. The termination of this Agreement by lapse of time, the giving of notice or otherwise, shall not absolve, release or otherwise affect the liability of Borrower in respect of transactions prior to such termination, or affect any of the Liens, security interests, rights, powers and remedies of Lender, but they shall, in all events, continue until all of the Obligations (other than contingent indemnification obligations to the extent no unsatisfied claim with respect thereto has been asserted) under the Receivables Loan and the Inventory Loan are satisfied.

     11.4 Rights of Lender Regarding Receivables Collateral. In addition to all other rights possessed by Lender, Lender, at its option, may from time to time after there shall have occurred an Event of Default, and so long as such Event of Default remains uncured, at its sole discretion, take the following actions:

          (a) Transfer all or any part of the Receivables Collateral into the name of Lender or its nominee;

          (b) Take control of any proceeds of any of the Receivables Collateral;

          (c) Extend or renew the Receivables Loan and/or Inventory Loan and grant releases, compromises or indulgences with respect to the Obligations, any portion thereof, any extension or renewal thereof, or any security therefor, to any obligor hereunder or thereunder; and

          (d) Exchange certificates or instruments representing or evidencing the Receivables Collateral for certificates or instruments of smaller or larger denominations for any purpose consistent with the terms of this Agreement.

     11.5 Delegation of Duties and Rights. Lender may execute any of its duties and/or exercise any of its rights or remedies under the Loan Documents by or through its officers, directors, employees, attorneys, agents or other representatives.

     11.6 Lender Not in Control. None of the covenants or other provisions contained in this Agreement or in any other Loan Document shall give Lender the right or power to exercise control over the affairs and/or management of Borrower, the Cloobeck Affiliates or any of their respective Affiliates.

     11.7 Waivers. The acceptance by Lender at any time and from time to time of partial payments of the Receivables Loan and/or Inventory Loan or performance 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 under the Loan Documents or Inventory Loan 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 exercises thereof, or the exercise of any other right or remedy under the Loan Documents, Inventory Loan Documents or otherwise. To the extent permitted by applicable law, Borrower hereby waives setoff, counterclaim, demand, presentment, protest, all defenses 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 this Agreement and any other Loan Document and Inventory Loan Documents. Borrower hereby waives any and all defenses and counterclaims each may have or could interpose in any action or procedure brought by Lender to obtain an order of court recognizing the assignment of, or Lien of Lender in and to, any Receivables Collateral. Further, except as otherwise expressly provided in this Agreement or by applicable law, Borrower and each and every surety, endorser, guarantor and other party liable for the payment or performance of all or any portion of the Obligations, severally waive notice of the occurrence of any Event of Default, presentment and demand for payment, protest, and notice of protest, notice of intention to accelerate, acceleration and nonpayment, and agree that their liability shall not be affected by any renewal or extension in the time of payment of the Receivables Loan or Inventory Loan, or by any release or change in any security for the payment or performance of the Receivables Loan or Inventory Loan, regardless of the number of such renewals, extensions, releases or changes.

     11.8 Cumulative Rights. All rights and remedies available to Lender under the Loan Documents and Inventory Loan Documents shall be cumulative of and in addition to all other rights and remedies granted to Lender under any of the Inventory Loan Documents or Loan Documents, at law or in equity, whether or not the Receivables Loan or the Inventory Loan is due and payable and whether or not Lender shall have instituted any suit for collection or other action in connection with the Loan Documents or the Inventory Loan Documents.

     11.9 Expenditures by Lender. Any reasonable and documented sums expended by or on behalf of Lender pursuant to the exercise of any right or remedy provided herein shall become part of the Obligations and shall bear interest at the Default Rate, from the date of such expenditure until the date repaid.

     11.10 Diminution in Value of Receivables Collateral. Lender shall not have any liability or responsibility whatsoever for any diminution or loss in value of any of the Receivables Collateral, except and to the extent such diminution or loss is as a result of Lender’s gross negligence or willful misconduct.

Section 12. CERTAIN RIGHTS OF LENDER.

     12.1 Protection of Receivables Collateral. Lender may, at any time and from time to time, take such actions as Lender deems necessary or appropriate to protect Lender’s Liens on and to preserve the Receivables Collateral, and to establish, maintain and protect the enforceability of Lender’s rights with respect thereto, and Borrower shall pay reasonable and documented expenses incurred by Lender in connection therewith. Borrower agrees to use commercially reasonable efforts to cooperate fully with all of Lender’s efforts to preserve the Receivables Collateral and Lender’s Lien, and rights and will take such actions to preserve the Receivables Collateral and Lender’s Lien, and rights as Lender may direct, including, without limitation, by promptly paying upon Lender’s demand therefor, all documentary stamp taxes or other taxes that may be or may become due in respect of any of the Receivables Collateral. To the extent otherwise possible pursuant to the terms and provisions hereto, all of Lender’s expenses of preserving the Receivables Collateral and its Liens and rights therein shall be added to the principal amount of the Receivables Loan.

     12.2 Performance by Lender. If Borrower fails to perform any agreement contained herein, and subject to any notice or cure periods, Lender may itself perform, or cause the performance of, such agreement, and the reasonable and documented expenses of Lender incurred in connection therewith shall be payable by Borrower. In no event, however, shall Lender have any obligation or duty whatsoever to perform any covenant or agreement of Borrower contained herein or in any of the other Loan Documents, Inventory Loan Documents, Resort Documents, Club Membership Documents or Contracts, and any such performance by Lender shall be wholly discretionary with Lender. The performance by Lender of any agreement or covenant of Borrower on any occasion shall not give rise to any duty on the part of Lender to perform any such agreements or covenants on any other occasion or at any time. In addition, Borrower acknowledges that Lender shall not at any time or under any circumstances whatsoever have any duty to Borrower or to any third party to exercise any of Lender’s rights or remedies hereunder and secured by the Receivables Collateral.

     12.3 No Liability of Lender. Neither the acceptance of this Agreement by Lender, nor the exercise of any rights hereunder by Lender, shall be construed in any way as an assumption by Lender of any obligations, responsibilities, duties or Assessments of Borrower arising in connection with any of the Resorts or under the applicable Resort Documents, the Club or under the Club Membership Documents, any applicable statutes, ordinances, rules or regulations, under any of the Contracts, or in connection with any other business of Borrower or the Receivables Collateral, or otherwise bind Lender to the performance of any obligations with respect to any of the Resorts or the Receivables Collateral; it being expressly understood that Lender shall not be obligated to perform, observe or discharge any obligation, responsibility, duty, or liability of Borrower, with respect to the Club, any of the Resorts or any of the Receivables Collateral, or under any of the Resort Documents, the Club Membership Documents, any applicable statutes, ordinances, rules or regulations, or under any of

the Contracts, including, but not limited to, appearing in or defending any action, expending any money or incurring any expense in connection therewith. Without limitation of the foregoing, neither this Agreement, any action or actions on the part of Lender taken hereunder, nor the acquisition of the Pledged Timeshare Loans, Purchase Agreements and the related Assigned Deeds of Trust by Lender prior to or following the occurrence of an Event of Default shall constitute an assumption by Lender of any Obligations of Borrower, with respect to any Resort, the Club or the Pledged Timeshare Loans, Purchase Agreements, the related Assigned Deeds of Trust or any documents or instruments executed in connection therewith, and Borrower shall continue to be liable for all of its obligations thereunder or with respect thereto. Borrower hereby agrees to indemnify, protect, defend and hold Lender harmless from and against any and all Assessments, claims, demands, causes of action, losses, damages, liabilities, suits, costs and expenses, including, without limitation, reasonable attorneys’ fees and court costs, asserted against or incurred by Lender by reason of, arising out of, or connected in any way with (i) any failure or alleged failure of Borrower to perform any of its respective covenants or obligations with respect to the Club, any Resort or to the Purchasers of any of the Timeshare Interests; (ii) a breach of any certification, representation, warranty or covenant of Borrower set forth in any of the Loan Documents or the Inventory Loan Documents; (iii) the ownership of the Pledged Timeshare Loans, the Purchase Agreements, the Assigned Deeds of Trust and the rights, titles and interests assigned hereby, or intended so to be; (iv) the debtor-creditor relationships between Borrower on the one hand, and the Purchasers or Lender, as the case may be, on the other; or (v) the Pledged Timeshare Loans, the Purchase Agreements, the Assigned Deeds of Trust or the operation of any of the Resorts, the Club or the sale of Timeshare Interests, except to the extent any such Assessments, claims, demands, causes of action, losses, damages, liabilities, suits, costs and expenses arise as a result of the gross negligence or willful misconduct of Lender. The obligations of Borrower to indemnify, protect, defend and hold Lender harmless as provided in this Agreement are absolute, unconditional, present and continuing, and shall not be dependent upon or affected by the genuineness, validity, regularity or enforceability of any claim, demand or suit from which Lender is indemnified, except to the extent any such Assessments, claims, demands, causes of action, losses, damages, liabilities, suits, costs and expenses arise as a result of the gross negligence or willful misconduct of Lender. The indemnity provisions in this Section 12.3 shall survive for one hundred and eighty (180) days after the satisfaction of the Obligations and termination of this Agreement, and remain binding and enforceable against Borrower, together with its successors and assigns, for such one hundred and eighty (180) day period.

     12.4 Right to Defend Action Affecting Security. Upon the occurrence and during the continuation of an Event of Default, Lender may, at Borrower’s expense, appear in and defend any action or proceeding, at law or in equity, which Lender in good faith believes may have a Material Adverse Effect. Lender may engage counsel of choice in any such action or proceeding without the consent of Borrower and Borrower shall pay the reasonable fees and expenses of such counsel elected by Lender.

     12.5 Expenses. All expenses and Loan Costs payable by Borrower pursuant to the terms of any provision of this Agreement shall be an Obligation of Borrower, and if paid by Lender, shall be repaid by Borrower to Lender, upon demand, by Lender therefore, and shall bear interest at the Default Rate from the date of payment of such expense(s) by Lender until repaid by Borrower.

     12.6 Lender’s Right of Set-Off. Upon the occurrence and during the continuation of an Event of Default, Lender shall have the right to set-off and appropriate and apply against any amount due and payable at such time to Lender by Borrower under the Loan Documents or the Inventory Loan Documents, any credits, indebtedness or claims at any time held or owing by Lender or any Affiliate of Lender to or for the credit or account of Borrower without prior notice to Borrower, such notice hereby expressly waived.

     12.7 No Waiver. No failure or delay on the part of Lender in exercising any right, remedy or power under this Agreement or in giving or insisting upon strict performance by Borrower hereunder or in giving notice hereunder shall operate as a waiver of the same or any other power or right, and no single or partial exercise of any such power or right shall preclude any other or further exercise thereof or the exercise of any other such power or right. Lender, notwithstanding any such failure, shall have the right thereafter to insist upon the strict performance by Borrower of any and all of the terms and provisions of this Agreement to be performed by Borrower. The collection and application of proceeds, the entering and taking possession of the Receivables Collateral, and the exercise of the rights of Lender contained in this Agreement and the other Loan Documents or the Inventory Loan Documents shall not cure or waive any Event of Default, or affect any Event of Default or affect any notice of an Event of Default, or invalidate any acts done pursuant to such notice. No waiver by Lender of any Event of Default of or by any party hereunder shall be deemed to alter or affect Lender’s rights hereunder with respect to any prior or subsequent Event of Default.

     12.8 Right of Lender to Extend Time of Payment, Substitute, Release Security, Etc. Without affecting the liability of any Person for the payment of any of the Obligations and without affecting or impairing Lender’s Lien on the Receivables Collateral, or the remainder thereof, as security for the full amount of the Receivables Loan unpaid and the Obligations, Lender may from time to time, without notice: (a) release any Person liable for the payment of the Receivables Loan; (b) extend the time or otherwise alter the terms of payment of the Receivables Loan; (c) accept additional security for the Obligations of any kind, including deeds of trust or mortgages and security agreements; (d) alter, substitute or release any property securing the Obligations; (e) upon the occurrence and during the continuation of an Event of Default realize upon any Receivables Collateral for the payment of all or any portion of the Receivables Loan in such order and manner as it may deem fit; or (f) join in any subordination or other agreement affecting this Agreement or the lien or charge thereof.

     12.9 Assignment of Lender’s Interest. Lender shall have the right to assign the Receivables Loan and all or any portion of its rights in or pursuant to this Agreement or

any of the Loan Documents to any subsequent holder or holders of the Receivables Loan Promissory Note or the Obligations including, without limitation, to an Affiliate, participant, or as part of a securitization or conduit financing.

     12.10 Communication with Purchasers. With the prior written consent of Borrower and to the extent permitted by applicable law, Lender, the Lockbox Agent, Servicer of Custodian (but neither Lender, the Lockbox Agent, Servicer nor the Custodian shall be obligated) may communicate at any time and from time to time with any Purchaser or any other Person primarily or secondarily liable under a Pledged Timeshare Loan with regard to the Lien of the Lender thereon and any other matter relating thereto.

     12.11 Collection of the Pledged Timeshare Loans. Borrower promptly after the Closing Date, shall direct in writing each Person liable for the payment of any Pledged Timeshare Loan, to pay each installment thereon to the Lockbox Agent, pursuant to the Servicing Agreement and Lockbox Agreement, unless and until directed otherwise by written notice from Lender or, at Lender’s direction, from Borrower, after which such parties are and shall be directed to make all further payments on the Pledged Timeshare Loans in accordance with the directions of Lender. In the event that following the occurrence and during the continuation of an Event of Default, Lender or Lockbox Agent does not receive any installment of principal or interest due and payable under any of the Pledged Timeshare Loans on or prior to the date upon which such installment becomes due, Lender may, at its election (but without any obligation to do so), give or cause Lockbox Agent to give notice of such event of default to the defaulting party or parties, and Lender shall have the right (but not the obligation), subject to the terms of such Pledged Timeshare Loans, to accelerate payment of the unpaid balance of any of the Pledged Timeshare Loans in default and to foreclose each of the Assigned Deeds of Trust securing the payment thereof, and to enforce any other remedies available to the holder of such Pledged Timeshare Loans with respect to such event of default. Borrower hereby further authorizes, directs and empowers Lender (and Lockbox Agent or any other Person as may be designated by Lender in writing) to collect and receive all checks and drafts evidencing such payments and to endorse such checks or drafts in the name of Borrower and upon such endorsements, to collect and receive the money therefor. The right to endorse checks and drafts granted pursuant to the preceding sentence is irrevocable by Borrower, and the banks or banks paying such checks or drafts upon such endorsements, as well as the signers of the same, shall be as fully protected as though the checks or drafts had been endorsed by Borrower.

     12.12 Lender’s Appointment as Attorney-in-Fact.

          (a) Borrower does hereby irrevocably constitute and appoint Lender and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of Borrower and in the name of Borrower, or in its own name, if an Event of Default shall have occurred and be continuing, to do the following from time to time in the Lender’s discretion, for the purpose of carrying out the terms of this Agreement, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary or desirable to accomplish the purposes of this Agreement, and, without limiting the generality of the foregoing, Borrower hereby gives the Lender the power and right, on behalf of Borrower, without assent by, but with notice to, Borrower, if an Event of Default shall have occurred and be continuing, to do the following:

               (i) in the name of the Borrower or its own name, or otherwise, to take possession of and endorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of moneys due with respect to any of the Receivables Collateral and to file any claim or to take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Lender for the purpose of collecting any and all such moneys due with respect to any of the Receivables Collateral whenever payable;

               (ii) to pay or discharge taxes and Liens levied or placed on or threatened against the Receivables Collateral;

               (iii) (A) to direct any party liable for any payment under any Receivables Collateral to make payment of any and all moneys due or to become due thereunder directly to the Lender or as the Lender shall direct; (B) to ask or demand for, collect, receive payment of and receipt for, any and all moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Receivables Collateral; (C) to sign and endorse any invoices, assignments, verifications, notices and other documents in connection with any of the Receivables Collateral; (D) to commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Receivables Collateral or any part thereof and to enforce any other right in respect of any Receivables Collateral; (E) to defend any suit, action or proceeding brought against Borrower with respect to any Receivables Collateral; (F) to settle, compromise or adjust any suit, action or proceeding described in clause (G) above and, in connection therewith, to give such discharges or releases as the Lender may deem appropriate; and (H) generally, to sell, transfer, pledge and make any agreement with respect to or otherwise deal with any of the Receivables Collateral as fully and completely as though the Lender were the absolute owner thereof for all purposes, and to do, at the Lender’s option and Borrower’s expense (Borrower shall pay all reasonable and documented expenses incurred by Lender in connection therewith), at any time, or from time to time, all acts and things which the Lender deems necessary to protect, preserve or realize upon the

Receivables Collateral and the Lender’s Liens thereon and to effect the intent of this Agreement, all as fully and effectively as the Borrower might do;

               (iv) to demand and receive from time to time any and all property, rights, titles, interests, and liens hereby sold, assigned and transferred, or intended so to be, and to give receipts for same;

               (v) to collect all rents, income, profits, revenue deposits, fees, accounts and other benefits from the operation of Borrower’s business;

               (vi) to change Borrower’s post office mailing addressor any merchant account numbers or lockbox account numbers for payment of remittances with respect to the Receivables Collateral; and

               (vii) generally to do all and any such acts and things in relation to the Receivables Collateral as Lender shall deem advisable.

Borrower hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof. This power of attorney is a power coupled with an interest and shall be irrevocable.

          (b) Borrower also authorizes the Lender, at any time and from time to time, to execute, in connection with the sale provided for in accordance with this Agreement and the Loan Documents, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Receivables Collateral.

          (c) The powers conferred on the Lender are solely to protect the Lender’s interests in the Receivables Collateral and shall not impose any duty upon the Lender to exercise any such powers. The Lender shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, and neither the Lender nor any of its officers, directors, or employees shall be responsible to Borrower or any of the DRC Affiliates for any act or failure to act hereunder, except for its own gross negligence or willful misconduct.

     12.13 Investigations and Inquiries. Borrower hereby authorizes Lender to conduct such reasonable investigations and inquiries as to Borrower’s credit and operations, the Club, the Resorts and the Receivables Collateral as Lender shall, in its sole discretion, deem necessary or desirable in connection with monitoring the Receivables Loan.

Section 13. MISCELLANEOUS.

     13.1 Waiver. No waiver by Lender of any default or breach by Borrower hereunder shall be implied from any omission by Lender to take, or any delay in taking, action on account of such default other than the default expressly made the subject of the waiver and any such express waiver shall be operative only for the time and to the extent therein stated. Any waiver of any covenant, term or condition contained herein shall not be construed as a waiver of any subsequent breach of the same covenant,

term or condition. The consent or approval by Lender to or of any act by Borrower requiring further consent or approval shall not be deemed to waive or render unnecessary the consent or approval to or of any subsequent similar act. Notwithstanding anything set forth herein to the contrary, if no notice of a default or waiver is required hereunder and none has been given, Lender shall not be deemed to have waived any rights which it may have hereunder until seven (7) days following receipt by it of written notice from Borrower alerting Lender to the fact that the time for exercising any right or remedy hereunder has elapsed without exercise thereof and such time for exercise shall automatically be extended to seven (7) days following notice, said right shall conclusively be deemed to have been waived by Lender. The intent of this paragraph is to avoid unintentional waivers by Lender of any of its rights hereunder.

     13.2 No Duty of Lender. Nothing in this Agreement shall impose or imply any duty or obligation whatsoever upon Lender, and except as required by applicable law, Lender shall be under no duty to take any action to preserve rights of Borrower with respect to any of the security held by Lender for the Obligations. To the extent permitted under applicable law, Borrower waives any and all impairment of recourse and/or impairment of collateral defenses which it may possess against the Lender.

     13.3 Amendment. The Agreement and the Loan Documents, and the terms of each of them, is the entire agreement between the parties and may not be changed, waived, discharged or terminated orally, but only by an instrument or instruments in writing signed by each of Borrower and Lender.

     13.4 Notices. Any notice, demand or request which may be permitted, required or desired to be given in connection herewith shall be in writing and directed to the parties at the respective addresses set forth below (or at such other address as a party hereto may designate in writing) and shall be tendered by personal delivery or by facsimile transmission with verifiable transmission capability or be deposited in the U.S. mail, registered or certified, return receipt requested. Such notice, if forwarded by mail, shall be deemed effective seventy-two (72) hours after deposit in the U.S. mail, or if personally delivered, upon delivery. A registered mail or certified mail receipt will be prima facie evidence of the giving of such notice and the date thereof. If such notice is personally served, such notice shall be effective upon delivery or if such notice is sent by facsimile transmission, such notice shall be effective upon the completion of the transmission of the same (so long as the sender retains evidence of the recipient’s(s’) receipt).

If to Borrower:

ILX Acquisition, Inc.
▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇
Attn: General Counsel
Facsimile: ▇▇▇-▇▇▇-▇▇▇▇

With a Copy to:

Katten, Muchin Rosenman LLP
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇ ▇▇▇▇▇ ▇▇▇▇
Facsimile: ▇▇▇-▇▇▇-▇▇▇▇

If to Lender:

Textron Financial Corporation
▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Facsimile: ▇▇▇-▇▇▇-▇▇▇▇
Attn: ▇▇▇▇ ▇▇▇▇▇▇

With a copy to:

Textron Financial Corporation
▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Facsimile: ▇▇▇-▇▇▇-▇▇▇▇
Attn: Division President

With a copy to:

Textron Financial Corporation
▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
Facsimile: ▇▇▇-▇▇▇-▇▇▇▇
Attn: Legal Department

     Nothing herein contained shall be construed as preventing the parties hereto, respectively, from changing the place to which notice shall be addressed, but no such change shall be valid unless it is given in accordance with the terms of this paragraph.

     13.5 Attorneys’ Fees. Borrower does hereby covenant and agree that it shall reimburse Lender for any and all reasonable and documented litigation, collection and enforcement fees and costs of whatever nature, including attorneys reasonable fees and court costs, which Lender may incur as a result of its enforcement of Borrower’s obligations hereunder including, without limitation, all “workout” or similar discussions

and negotiations and all reasonable and documented fees and costs incurred in connection with Lender’s involvement in any bankruptcies arising therefrom.

     13.6 Binding Effect; Assignment. This Agreement may be assigned by Lender. Borrower may not assign its interest in, or obligation under, this Agreement except with the prior written consent of Lender. Subject to the forgoing, all of the terms, covenants, conditions, representations and warranties hereof shall inure to the benefit of, and be binding upon, the successors and assigns of Lender and Borrower.

     13.7 Interpretation and Venue. This Agreement shall be governed and interpreted under Rhode Island law. The captions of the paragraph of this Agreement are for convenience only and do not define or limit any terms or provisions. Time is of the essence in the performance of this Agreement by Borrower. The invalidity or unenforceability of any one or more provisions of this Agreement will in no way affect any other provision.

     13.8 Preparation of Agreement. The parties hereto acknowledge that this Agreement has been negotiated and prepared in an arms-length transaction and that both Lender and Borrower have negotiated all the terms contained herein. Accordingly, the parties agree that neither party shall be deemed to have drafted the Agreement and the Agreement shall not be interpreted against either party as the draftsman.

     13.9 Other Acts and Documents. The parties agree to undertake such other acts and execute such other documents as may be reasonably necessary to effect the purpose and intent of this Agreement.

     13.10 Merger. This Agreement represents the culmination of all prior negotiations, representations, and agreements between the parties with respect to the transaction contemplated hereby. All such prior negotiations, representations, and agreements are merged herein.

     13.11 Advice of Counsel. Each party acknowledges to the other that such party has been advised by legal counsel in connection with the negotiation and execution of this Agreement and that each party understands the terms and conditions contained herein and that each has entered into this Agreement voluntarily.

     13.12 JURY WAIVER. TO THE FULLEST EXTENT NOT PROHIBITED BY APPLICABLE LAW WHICH CANNOT BE WAIVED, EACH OF BORROWER AND LENDER HEREBY KNOWINGLY, VOLUNTARILY, INTENTIONALLY AND IRREVOCABLY WAIVES ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND OR CLARIFY ANY RIGHT, POWER, REMEDY OR DEFENSE ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE OTHER LOAN DOCUMENTS, OR THE TRANSACTIONS CONTEMPLATED HEREIN OR THEREIN, WHETHER SOUNDING IN TORT OR CONTRACT OR OTHERWISE, OR WITH RESPECT TO ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR

WRITTEN) OR ACTIONS OF ANY PARTY; AND EACH AGREES THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A JUDGE AND NOT BEFORE A JURY. EACH OF BORROWER AND LENDER FURTHER WAIVES ANY RIGHT TO SEEK TO CONSOLIDATE ANY SUCH LITIGATION IN WHICH A JURY TRIAL HAS BEEN WAIVED WITH ANY OTHER LITIGATION IN WHICH A JURY TRIAL CANNOT OR HAS NOT BEEN WAIVED. FURTHER, BORROWER HEREBY CERTIFIES THAT NO REPRESENTATIVE OR AGENT OF LENDER, INCLUDING LENDER’S COUNSEL, HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT LENDER WOULD NOT, IN THE EVENT OF SUCH LITIGATION, SEEK TO ENFORCE THIS WAIVER OF RIGHT TO JURY TRIAL PROVISION. BORROWER ACKNOWLEDGES THAT THE PROVISIONS OF THIS SECTION ARE A MATERIAL INDUCEMENT TO LENDER’S ACCEPTANCE OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS.

     13.13 Accounting Terms. All accounting terms not specifically defined herein shall be construed in accordance with GAAP. When used herein, the term “financial statement” shall include all notes and schedules thereto.

     13.14 Construction. Unless the context of any provision of this document clearly requires otherwise, references to the plural include the singular, references to the singular include the plural, the term “including” is not limiting, and the term “or” has, except where otherwise indicated, the inclusive meaning represented by the phrase “and/or”. Whenever the context requires all words used in the singular will be construed to have been used in the plural, and vice versa, and each gender will include any other gender. The words “hereof,” “herein,” “hereby,” “hereunder,” and similar terms in this Agreement refer to this Agreement as a whole and not to any particular provision of this Agreement. Section, paragraph, exhibit and similar references are to this Agreement unless otherwise specified. Any reference in this Agreement to the Loan Documents or any other Agreement to which Lender and Borrower are a party shall include all alterations, amendments, changes, extensions, modifications, renewals, replacements, substitutions and supplements thereto.

     13.15 Schedules and Exhibits. All of the schedules and exhibits attached to this Agreement shall be deemed incorporated herein by this reference.

     13.16 Amendment. This Agreement (including all exhibits and schedules hereto) may not be amended or modified, and no term or provision hereof may be waived, except by a written instrument signed by all of the parties hereto.

     13.17 Counterparts; Effectiveness. This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signature thereto and hereto were on the same instrument. This Agreement shall become effective upon Lender’s receipt of one or more counterparts hereof signed by Borrower and Lender. Delivery by any party hereto of an executed counterpart of a signature page of this Agreement by email, facsimile or any similar electronic

transmission shall be as effective as delivery of a manually executed counterpart of this Agreement.

     13.18 Lender Not a Fiduciary. The relationship between Borrower and Lender is solely that of debtor and creditor, and Lender has no fiduciary or other special relationship with Borrower, and no term or provision of any of the Loan Documents shall be construed so as to deem the relationship between Borrower and Lender to be other than that of debtor and creditor.

     13.19 Return of Pledged Timeshare Loans. In the event that all Obligations hereunder (inclusive of the Receivables Loan and the Inventory Loan, but exclusive of contingent indemnification obligations to the extent no unsatisfied claim with respect thereto has been asserted), are fully satisfied, then Lender shall promptly reassign the Pledged Timeshare Loans to Borrower, without recourse, and deliver or caused to be delivered such Timeshare Loans, together with any other nonrecourse collateral reassignment documents requested and prepared by Borrower, at Borrower’s sole cost and expense to Borrower. The form of reassignment is attached hereto as Exhibit “I”.

     13.20 Borrower’s Knowledge. As used herein the term “to Borrower’s actual knowledge” or “to Borrower’s knowledge” is intended to mean to the actual knowledge of employees, officers, contractors or in-house attorneys of DRC or any subsidiaries or Affiliates of DRC and its outside law firms and attorneys who have been involved with or undertaken due diligence in connection with the Bankruptcy Case, Sale Order, APA or the Acquired Assets.

     13.21 Directly or Indirectly. Where any provision in the 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.

     13.22 Intentionally Omitted.

     13.23 No Duty. All attorneys, accountants, appraisers, consultants, custodians and other professionals retained by Lender shall have the right to act exclusively in the interest of Lender and shall have no duty of disclosure, duty of loyalty, duty of care or other duty or obligation of any type or nature whatsoever to Borrower, or any other Person.

     13.24 Reimbursement for Taxes. Borrower will promptly, upon written demand of Lender, reimburse Lender for any taxes assessed against Lender by any state (with the exception of income taxes payable by Lender) which is on account of or measured by the interest income received by Lender under the Pledged Timeshare Loans and Assigned Deeds of Trust assigned to Lender pursuant to this Agreement or in any way imposed upon Lender in connection with the transactions contemplated hereunder, including, without limitation, any general intangible tax or documentary tax.

     13.25 Intentionally Omitted.

     13.26 Intentionally Omitted.

     13.27 Sale of Participation Interests in Receivables Loan. Borrower acknowledges that Lender has an existing participant with respect to the Receivables Loan and may seek to sell additional participation interests in the Receivables Loan to one or more participants and Borrower agrees to cooperate fully with Lender in facilitating such process and hereby consents to any dissemination of information and providing documentation in connection therewith. Borrower shall be required to transact business solely with Lender and shall not be required to deal with participants directly.

     13.28 No Third Party Beneficiaries. Lender’s inspection, review or approval of matters pertaining to the Club, the Resorts and Receivables Collateral has no purpose other than to determine investment quality from Lender’s point of view and is not done for the benefit of anyone other than Lender. Any “approval” by Lender or any of its agents with respect to any plan or specification or any resulting structure or improvement means only that Lender find the same unobjectionable for investment purposes, and no such approval or consent by Lender or authorization to proceed shall imply or be construed as any representation that any such plans or specifications are suitable for any particular purpose, or that the resulting structure or improvement or any materials incorporated therein are safe or suitable for any particular purpose or have any particular value or actually cost the amount reputedly paid therefor. Under no circumstances shall any Person whomsoever (other than the parties to this Agreement and their respective permitted successors and assigns) be deemed a beneficiary of the terms, conditions, covenants and agreements contained in this Agreement or any other Inventory Loan Documents or Loan Documents.

     13.29 Non-Public Information; Confidentiality.

               (a) Lender acknowledges and agrees that it may receive material non-public information hereunder and under the other Loan Documents concerning the Borrower and its Affiliates and agrees to use such information in compliance with all applicable requirements of law (including United States Federal and state securities laws and regulation).

               (b) Lender agrees to use all reasonable efforts to maintain the confidentiality of information obtained by it pursuant to any Loan Document and designated in writing by Borrower or any of its Affiliate(s), as the case may be, as confidential, except that such information may be disclosed (i) with such Person’s consent, (ii) to the extent such information presently is or hereafter becomes (A) publicly available other than as a result of a breach of this Section 13.29 or (B) available to Lender from a source (other than Borrower or any of its Affiliates) not known by them to be subject to disclosure restrictions, (iii) to the extent disclosure is required by applicable requirements of law or other legal process or requested or demanded by any Governmental Authority, and (iv) to current or prospective assignees or participants, in

each case to the extent such assignees or participants agree to be bound by provisions substantially similar to the provisions of this Section 13.29.

[SIGNATURES BEGIN ON FOLLOWING PAGE]

     IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year set forth above.

		LENDER:
		TEXTRON FINANCIAL CORPORATION, a Delaware corporation
		By:		/s/ ▇▇▇▇ ▇▇▇▇▇▇
		Name:		▇▇▇▇ ▇▇▇▇▇▇
		Title:		Vice President
		BORROWER:
		ILX ACQUISITION, INC, a Delaware corporation
		By:		/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
		Name:		▇▇▇▇▇ ▇. ▇▇▇▇▇▇
		Title:		Exec VP & CFO

Receivables Loan and Security Agreement Signature Page

EXHIBIT A
List of Acquired Assets as of Closing Date

     All capitalized terms used in this Exhibit A and not defined in this Exhibit A or in the Agreement shall have the meanings ascribed to such terms in the Asset Purchase Agreement.

     All assets of Sellers as of the Closing Date other than the Excluded Assets, including but not limited to the following listed assets, properties, and rights, subject to any assignable warranties or other rights Sellers may have against any third party with respect thereto (all of the assets and rights to be sold and purchased hereunder are referred to herein collectively as the “Acquired Assets”):

     (a) all of Sellers’ rights under all Contracts, including, inter alia:

     (i) all those executory Contracts, if assignable, relating to the Acquired Assets or Assumed Liabilities that relate to the Business, as set forth in Exhibit A-1, that are assumed and assigned in accordance with Section 365 of the Bankruptcy Code by order of the Court; and

     (ii) all Property Management Agreements, including agreements between Sellers and: (a) ▇▇▇▇’▇ Ranch Owners’ Association; (b) The Inn at Los Abrigados Owners Association; (c) Premiere Vacation Club; (d) ILX ▇▇▇▇ Rock Incorporated; (e) Golden Eagle Resort, Inc.; (f) Varsity Clubs of America — South Bend Chapter; (g) Varsity Clubs of America — Tucson Chapter; (h) Sedona Vacation Club; and (i) any other management contracts or similar contracts to provide management services for a fee, all as set forth on Exhibit A-2.

     (b) all of Sellers’ Accounts, including, inter alia, all Timeshare Loans as set forth on the Schedule of Timeshare Loans attached hereto as Exhibit A-3, including Timeshare Loans in default or in process of foreclosure, together with inter alia, all Timeshare Loan Files, or certified copies thereof (or copies of custodial receipts evidencing the custody and contents thereof), exclusive of Resort Funding LLC’s holdbacks and Timeshare Loans and the M&I Timeshare Loans, as set forth on Exhibit A-4; provided, however, that all proceeds in excess of Five Hundred Thousand Dollars ($500,000), of the pre-petition ineligible receivables that are ninety (90) days or less delinquent, as set forth on Exhibit A-5), will be remitted to the unsecured creditor pool (the $500,000 is inclusive of forgiveness of bad debt and upgrades);

     (c) One Hundred Percent (100%) of Sellers’ unsold Timeshare Interests wherever located and however held, including (i) Declarants’ Rights with respect to Club memberships, including those that are in default, (ii) all unsold Timeshare Interests in the Club immediately prior to the Closing Date as set forth on Exhibit A-6, it being understood and for the purpose of clarity, Premiere Development Incorporated shall cause Club to transfer all unsold Timeshare Interests the Club holds to Purchaser on the Closing Date;

     (d) all Real Property of the Sellers, as more particularly described in Exhibit A-7, all unsold Timeshare Property and FF&E owned by the Sellers, including, inter alia, (i) all sales and marketing centers; (ii) the lease with Indian ▇▇▇▇▇ Partners for ▇▇ ▇▇▇▇▇▇ ▇▇▇▇ in Sedona, Arizona; and (iii) all other leases assumed by Purchaser as set forth on Exhibit A-7;

     (e) all rights of Sellers as declarant, developer, or seller under the Membership Plan and any other Resort-related, Timeshare Property-related, Club-related or other Real Property-related document or instrument listed on Exhibit A-8 (collectively, the “Declarants’ Rights”), including, inter alia, all rights of any of the Seller, including Premiere Development Incorporated, as seller under the Membership Plan; and

     (f) all other Seller’s assets, including, but not limited to: (i) pre-paid marketing certificates; (ii) all books and records related to sold Timeshare Interests and sold Timeshare Property, including Purchase Contracts, which books and records constitute all Purchase Contracts and records related to the sale of Timeshare Interests and Timeshare Property held by Sellers; (iii) all Reservation Systems, including the Gipsy Software system; and (iv) to the extent not included above, all Intellectual Property, Documents, Instruments and General Intangibles.

EXHIBIT A-1
Executory Contracts

(Attached)

Executory Contracts

To the extent assignable, any of Sellers’ interests in the agreements to manage:

	•		▇▇▇▇’▇ Ranch Vacation Club
	•		Sedona Vacation Club
	•		Premiere Vacation Club
	•		Premiere Vacation Club at ▇▇▇▇ Rock
	•		The Inn at Los Abrigados Owners Association

To the extent assignable, any interests of VCA Management Incorporated (a non-Seller) in agreements to manage:

	•		Varsity Clubs of America – South Bend Chapter
	•		Varsity Clubs of America – Tucson Chapter

To the extent assignable, any interest of Golden Eagle Resort, Inc. (a non-Seller) in the agreement to manage the Golden Eagle Resort Condominium Association.

To the extent assignable, any of Sellers’ interests in the following executory contracts:

	•		Premiere Vacation Club Membership Plan
	•		Sedona Vacation Club Membership Plan
	•		▇▇▇▇’▇ Ranch Vacation Club Membership Plan
	•		Varsity Clubs of America – Tucson Chapter Membership Plan
	•		Varsity Clubs of America – South Bend Chapter Membership Plan
	•		Condominium and Timeshare Ownership Declaration for Golden Eagle Resort, a Condominium
	•		Declaration of Covenants, Conditions and Restrictions for The Inn at Los Abrigados
	•		Lease with Option to Purchase by and between ILX Resorts Incorporated and Indian ▇▇▇▇▇ Partners for lease of property at ▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇
	•		Contract of Services by and between ILX Resorts Incorporated and Grupo Administrativo Vacation S.A. de C.V. dated September 30, 2009 regarding leasing of employees

EXHIBIT A-2
Property Management Agreements

(Attached)

Property Management Agreements

To the extent assignable, any of Sellers’ interests in the following management agreements:

	▪		Management Agreement between ILX Resorts Incorporated and Premiere Vacation Club, effective January 6, 2008, as amended
	▪		Management Agreement between Golden Eagle Resort, Inc., and Golden Eagle Resort Condominium Association, effective June 1, 1992, as amended
	▪		Management Agreement between VCA Management Incorporated and Varsity Clubs of America – Tucson Chapter, effective July 20, 1995, as amended
	▪		Management Agreement between VCA Management Incorporated and Varsity Clubs of America – South Bend Chapter, effective September 1, 1994, as amended
	▪		Management Agreement for The Inn at Los Abrigados Owners Association between The Inn at Los Abrigados Owners Association and ILX Incorporated, dated November 25, 1997, as amended
	▪		Management Agreement between ILX Incorporated and ▇▇▇▇’▇ Ranch Owners Association, effective April 13, 1995, as amended;
	▪		Management Agreement between ILX Resorts Incorporated and ILX ▇▇▇▇ Rock Incorporated, effective December 28, 2000, as amended.”
	▪		Management Agreement between Sedona Vacation Club and ILX Resorts Incorporated, effective September 10, 2001.

To the extent assignable, any of Sellers’ interests in the agreements to manage:

	▪		Varsity Clubs of America – South Bend Chapter
	▪		Varsity Clubs of America – Tucson Chapter
	▪		The Golden Eagle Resort

To the extent assignable, any of Sellers’ interests in and to any and all other documents and instruments and any amendments relating to or in any way connected with the agreements referred to above.

EXHIBIT A-3
Timeshare Loans

(Attached)

Timeshare Loans

Attached hereto are schedules of Timeshare Loans all of which are as of May 31, 2010 except (i) notes receivable assigned to Pinnacle for collections, (ii) notes receivable pending set up at Concord, and (iii) in house defaults all of which are as of March 31, 2010.

PREMIERE DEVELOPMENT INCORPORATED
CUSTOMER NOTES RECEIVABLE
SUBJECT TO ASSIGNMENT OF RELATED DEED OF TRUST TO TEXTRON FINANCIAL CORPORATION

CONTRACT NUMBER		NAME		INTEREST RATE		PAYMENT AMOUNT		CURRENT BALANCE		CONTRACT DATE		ORIGINAL LOAN AMOUNT		ORIGINAL TERM
▇▇▇▇▇▇▇▇▇▇		▇▇▇▇▇, ▇▇▇▇▇ ▇.		17.9		161.5		2531.27		5/20/2001		8995		120
4130041749		▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇		17.9		169.67		57.81		7/30/2001		8095		84
4130047575		▇▇▇▇▇▇▇▇▇, ▇▇▇▇		17.9		226.14		7426.03		8/14/2003		12595		120
4130048615		▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇.		17.9		126.39		2159.26		1/5/2004		6030		84
4130048891		FALCON SR., ▇▇▇▇▇▇▇		17.9		226.14		8687.05		2/23/2004		12595		120
4130049592		▇▇▇▇▇▇, ▇▇▇▇▇▇		17.9		161.5		5849.46		5/14/2004		8995		120
4130050215		▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇.		17.9		188.53		4401.2		7/27/2004		8995		84
4130050598		▇▇▇▇▇▇, ▇▇▇▇▇ ▇.		17.9		169.67		4981.97		9/6/2004		8095		84
▇▇▇▇▇▇▇▇▇▇		▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇.		17.9		131.94		2865.85		11/2/2004		6295		84
4130051448		▇▇▇▇▇, ▇▇▇▇ ▇.		17.9		169.67		4771.21		12/21/2004		8095		84
▇▇▇▇▇▇▇▇▇▇		▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇.		17.9		122.62		3047.81		4/5/2005		5850		84
4130052319		▇▇▇▇▇, ▇▇▇▇ ▇.		17.9		124.4		3320.86		4/26/2005		5835		84
4130052643		▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇		17.9		169.67		4144.16		6/12/2005		8095		84
4130052876		▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇.		17.9		131.94		3517.33		7/12/2005		6295		84
4130053023		ST. ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇.		17.9		145.15		3396.7		8/1/2005		6925		84
4130053820		▇▇▇▇▇▇, ▇▇▇▇▇▇		17.9		188.53		5042.45		11/26/2005		8995		84
4130054281		▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇.		17.9		131.94		3903.43		2/12/2006		6295		84
4130054462		▇▇▇▇▇, ▇▇▇▇▇ ▇.		17.9		169.67		5843.06		3/5/2006		8095		84
4130054579		HARNESS, ▇▇▇▇▇ ▇.		17.9		131.94		3844.58		3/18/2006		6295		84
4130054672		▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇		17.9		150.91		5354.85		3/28/2006		7200		84
▇▇▇▇▇▇▇▇▇▇		▇▇▇▇▇, ▇▇▇▇▇ ▇.		17.9		188.53		5814.34		3/31/2006		8995		84
4130054840		MAREE, ▇▇▇▇▇▇▇▇ ▇.		17.9		169.67		5309.16		4/13/2006		8095		84
4130054938		▇▇▇▇▇▇▇▇▇▇-▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇		17.9		132.05		3809.71		4/22/2006		6300		84
▇▇▇▇▇▇▇▇▇▇		▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇.		17.9		188.53		6211.51		5/29/2006		8995		84
4130055407		KARIM, ▇▇▇▇▇▇ ▇.		17.9		131.94		5606.59		6/17/2006		6295		84
4130055447		▇▇▇▇▇ JR., ▇▇▇▇▇ L		17.9		113.19		4113.48		6/25/2006		5400		84
▇▇▇▇▇▇▇▇▇▇		▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇		17.9		131.94		3549.32		6/25/2006		6295		84
4130055582		▇▇▇▇▇, ▇▇▇▇▇▇▇		17.9		131.94		5260.07		7/15/2006		6295		84
4130055701		▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇		17.9		131.94		3759.47		8/3/2006		6295		84
4130055713		▇▇▇▇▇▇▇, ▇▇▇▇ ▇.		17.9		169.67		5142.15		8/5/2006		8095		84
4130055840		▇▇▇▇▇▇, ▇▇▇▇▇▇▇		17.9		169.67		6239.21		8/24/2006		8095		84
4130055884		▇▇▇▇▇, ▇▇▇▇ ▇.		17.9		131.94		5278.96		9/3/2006		6295		84
▇▇▇▇▇▇▇▇▇▇		▇▇▇▇▇, ▇▇▇▇▇ ▇.		17.9		131.94		4333.61		9/16/2006		6295		84
4130056030		▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇.		17.9		188.53		6120.88		9/25/2006		8995		84
4130056138		▇▇▇▇▇▇ IV, ▇▇▇▇▇▇ ▇.		17.9		150.81		5889.35		10/10/2006		7195		84
4130056231		▇▇▇▇▇▇▇, ▇▇▇▇▇		17.9		188.53		6427.89		10/23/2006		8995		84
▇▇▇▇▇▇▇▇▇▇		▇▇▇▇▇▇▇, ▇▇▇▇▇		17.9		131.94		5110.15		11/17/2006		6295		84
4130103882		▇▇▇▇▇, ▇▇▇▇ ▇.		17.9		131.94		3572.97		8/7/2005		6295		84
4130103917		▇▇▇▇, ▇▇▇▇▇▇ ▇.		17.9		179.21		4504.93		11/5/2005		8550		84
4130103943		▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇.		17.9		205.41		6503.84		1/6/2006		9800		84
4130103967		MARTINEZ JR., ▇▇▇▇▇▇		17.9		264.09		8472.1		2/27/2006		12600		84
4130104034		▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇.		17.9		131.94		4831.81		7/3/2006		6295		84
4130210265		▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ DE ▇▇▇▇▇		17.9		302.05		3845.74		1/27/2006		11920		60
4130304201		▇▇▇▇▇, ▇▇▇▇▇ ▇.		16.9		183.31		4158.86		9/4/2002		8995		84
4130304438		▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇.		14.9		157.68		4118.58		1/19/2003		9810.42		120
4130304883		▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇.		16.9		165.07		2973.28		11/29/2003		8100		84
▇▇▇▇▇▇▇▇▇▇		▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇.		16.9		229.48		6713.24		2/8/2004		13251.75		120
4130305124		▇▇▇▇▇, ▇▇▇▇▇ JO		16.9		154.74		3479.95		5/13/2004		8117.6		96
4130305604		▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇.		17.9		131.84		4797.57		5/19/2005		6290		84
4130305701		▇▇▇▇▇▇, ▇▇▇▇▇▇▇		17.9		132.05		5260.5		9/17/2005		6300		84
4130305745		▇▇▇▇▇, ▇▇▇▇ ▇▇▇		17.9		179.21		6675.42		10/23/2005		8550		84
4130305851		▇▇▇▇▇, ▇▇▇▇▇		17.9		179.58		5971.14		2/4/2006		8568		84
4130305866		▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇		10.9		88.68		2803.92		2/25/2006		5195		84
4130401166		▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇.		16.9		116.16		537.81		12/17/2002		5699.8		84
4130401495		▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇		17.9		171.87		3530.93		7/17/2005		8200		84
4130401657		▇▇▇▇▇, ▇▇▇▇▇▇		17.9		153.51		7766.9		9/29/2006		8550		120
4130510552		▇▇▇▇▇▇, ▇▇▇▇ ▇.		16.9		153.31		638.3		6/16/2003		8853.2		120
▇▇▇▇▇▇▇▇▇▇		▇▇▇▇▇, ▇▇▇▇▇▇ JO		16.9		214.58		7937.62		9/7/2003		12391.21		120
▇▇▇▇▇▇▇▇▇▇		▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇		16.9		140.75		5172.81		11/12/2003		8128.1		120
4130510811		▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇.		16.9		246.31		4217.38		11/15/2003		12086.97		84
4130510860		▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇.		16.9		207.83		7330.55		12/13/2003		12001.46		120
4130511096		▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇.		16.9		158.05		1800.61		4/27/2004		7755.52		84
4130511151		▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇.		16.9		166.2		4590.9		5/25/2004		8155.44		84
4130511166		▇▇▇▇, ▇▇▇▇▇▇▇ ▇.		16.9		240.56		10851.5		5/30/2004		13891.69		120
4130511194		▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇		16.9		130.13		1300.32		6/15/2004		6385.31		84
4130511208		▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇.		16.9		197.26		7572.54		6/21/2004		11391.37		120
4130511427		▇▇▇▇▇▇▇▇ SR., ▇▇▇▇▇ ▇.		16.9		149.62		7031.24		11/6/2004		8640		120
4130600747		▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇.		16.9		183.22		3104.14		8/15/2004		8991		84
4130600862		▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇		16.9		112.49		3466.97		12/20/2004		5520		84
▇▇▇▇▇▇▇▇▇▇		▇▇▇▇▇▇, ▇▇▇▇		17.9		130.16		3011.67		5/30/2005		6210		84
4130600978		▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇.		17.9		236.02		10721.58		6/6/2005		13145.43		120
4130601012		▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ AHYDEE		17.9		254.87		2268.82		6/26/2005		12160.22		84
4130601281		▇▇▇▇▇▇, ▇▇▇ ▇.		17.9		302.05		3711.37		3/17/2006		11920		60
▇▇▇▇▇▇▇▇▇▇		▇▇▇▇▇, ▇▇▇▇▇ ▇.		17.9		166		4970.21		5/12/2006		7920		84
4130601487		▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇		17.9		151.21		8250.97		9/2/2006		10210.41		120
4130700516		▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇.		16.9		167.82		4037.19		6/27/2002		9691.27		120
4130700566		▇▇▇▇▇▇▇, ▇▇▇▇▇▇		16.9		168.19		241.12		7/10/2002		8253.28		84
4130700625		▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇.		17.9		210		5745.29		7/21/2002		11696		120
4130701750		MILAN, ▇▇▇▇▇▇▇▇▇▇ ▇.		16.9		155.77		6017.57		3/8/2003		8995		120
▇▇▇▇▇▇▇▇▇▇		▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇.		17.9		122.62		272.96		3/17/2003		5850		84
4130701862		▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇.		16.9		128.28		392.81		3/22/2003		6295		84
4130702048		VILLA, ▇▇▇▇▇▇▇▇▇ ▇.		16.9		389.54		12090.64		4/18/2003		22495		120
4130702097		▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇.		16.9		155.77		4476.12		4/25/2003		8995		120
4130702972		VAN ZYVERDEN, ▇▇▇▇▇▇▇		17.9		188.53		1402.62		8/24/2003		8995		84
4130703089		▇▇▇▇▇▇, ▇▇▇▇▇ ▇.		17.9		254.66		3019.62		9/25/2003		12150		84
▇▇▇▇▇▇▇▇▇▇		▇▇▇▇▇▇, ▇▇▇▇▇▇▇		17.9		131.94		1644.58		10/11/2003		6295		84
4130703361		▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇		16.9		173.32		342.31		1/19/2004		8505		84
4130703944		▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇.		17.9		157.44		5983.89		8/5/2004		8768.88		120
4130704244		▇▇▇▇▇▇▇, ▇▇▇▇▇		17.9		158.2		3381.37		12/23/2004		8811		120
▇▇▇▇▇▇▇▇▇▇		▇▇▇▇, ▇▇▇▇▇		17.9		177.32		3484.86		1/3/2005		8460		84
▇▇▇▇▇▇▇▇▇▇		▇▇▇▇, ▇▇▇▇▇▇▇		17.9		130.16		3283.47		2/1/2005		6210		84
4130704402		▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇		17.9		139.59		2825.73		3/19/2005		6660		84
4130704523		▇▇▇▇▇▇▇▇, ▇▇▇▇▇		17.9		139.41		2913.83		6/7/2005		6651		84
▇▇▇▇▇▇▇▇▇▇		▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇.		16.9		238.09		6718.31		6/22/2003		13749.13		120
4131502001		▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇		16.9		243.53		4098.14		3/22/2004		14063.46		120
4131502087		CARNEY JR., ▇▇▇▇ ▇.		16.9		128.9		4598.03		4/27/2004		7443.71		120
4131502156		▇▇▇▇▇▇, ▇▇▇▇▇ ▇.		16.9		144.99		5340.85		6/12/2004		8145		112
4131502167		PRINCE JR., ▇▇▇▇▇▇ ▇.		16.9		119.3		3149.95		6/18/2004		6600		108
4131502387		▇▇▇▇▇▇, ▇▇▇▇▇ ▇.		16.9		147.07		5916.72		10/31/2004		8492.72		120
4131502586		▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇		16.9		335.55		15256.5		3/18/2005		19377.01		120
4131502800		▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇.		17.9		161.25		6471.42		9/10/2005		8981.14		120
4131502882		▇▇▇▇▇▇, ▇▇▇▇▇▇		17.9		164.73		6785.91		10/16/2005		9175		120
4131502980		▇▇▇▇▇▇-▇▇▇▇▇, ▇▇▇▇		17.9		221.38		9835.2		11/21/2005		12330		120
4131503087		PERCY, ▇▇▇▇▇ ▇.		17.9		257.45		11900.26		1/11/2006		14339.01		120
4131503114		▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇.		17.9		150.45		6863.27		2/4/2006		8275.49		116

PREMIERE DEVELOPMENT INCORPORATED
CUSTOMER NOTES RECEIVABLE
SUBJECT TO ASSIGNMENT OF RELATED DEED OF TRUST TO TEXTRON FINANCIAL CORPORATION

CONTRACT NUMBER		NAME		INTEREST RATE		PAYMENT AMOUNT		CURRENT BALANCE		CONTRACT DATE		ORIGINAL LOAN AMOUNT		ORIGINAL TERM
4131503207		▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇.		17.9		379.84		13374.43		4/13/2006		18122.44		84
▇▇▇▇▇▇▇▇▇▇		▇▇▇, ▇▇▇▇▇ ▇.		17.9		247.88		7757.45		9/27/2006		11826.75		84
4135000138		▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇.		16.9		224.28		8859		12/29/2004		12951.77		120
▇▇▇▇▇▇▇▇▇▇		▇▇▇▇▇▇ III, AUGUST K.		17.9		225.82		9700.92		5/12/2005		12577.34		120
▇▇▇▇▇▇▇▇▇▇		▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇.		17.9		188.53		6409.17		6/28/2005		8995		84
4135000772		▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇.		17.9		169.67		4021.87		9/17/2005		8095		84
4135000833		WEST, ▇▇▇▇▇ ▇▇▇▇▇		17.9		209.49		5327.66		10/8/2005		9207.62		72
4135001091		▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇.		12.9		157.09		6262.36		2/8/2006		7845.73		72
4135001422		RYE, ▇▇▇▇▇▇ ▇.		17.9		225.62		9349.17		6/4/2006		12565.92		120
▇▇▇▇▇▇▇▇▇▇		▇▇▇▇▇▇, ▇▇▇▇ ▇.		17.9		124.77		3892.87		6/10/2006		5952.68		84
4135001439		▇▇▇▇▇, ▇▇▇▇▇ ▇.		17.9		217.14		9826.16		6/11/2006		12094.01		120
4135001540		▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇		17.9		244.26		10817.79		7/29/2006		13604.2		120
4135004215		▇▇▇▇, ▇▇▇ ▇.		17.9		231.13		11050.06		12/23/2006		12873.4		120
4135004337		▇▇▇▇▇▇▇, ▇▇▇▇ ▇.		17.9		274.61		13234.93		1/4/2007		15295		120
4135004344		▇▇▇▇▇▇, ▇▇▇▇▇ ▇.		17.9		152.99		8154.99		1/6/2007		8521.34		120
4135004519		▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇.		17.9		197.96		6915.69		1/20/2007		9445		84
4135004615		▇▇▇▇▇, ▇▇▇▇▇ ▇.		17.9		256.02		12770.22		1/29/2007		14259.6		120
4135004884		▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇.		17.9		248.85		11999.01		2/21/2007		13860		120
4135004928		▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ E		17.9		165.18		8189.17		2/26/2007		9200		120
▇▇▇▇▇▇▇▇▇▇		▇▇▇▇▇▇▇, ▇▇▇▇ ▇.		17.9		313.7		16446.41		2/27/2007		17472.21		120
4135005017		▇▇▇▇▇▇▇▇, ▇▇▇▇▇		17.9		282.69		13991.02		3/8/2007		15745		120
4135005024		▇▇▇▇, ▇▇▇▇		17.9		185.74		8931.21		3/10/2007		10345		120
▇▇▇▇▇▇▇▇▇▇		▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇		17.9		169.67		6670.99		3/31/2007		8095		84
4135005368		▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇		17.9		281.06		12382.94		4/6/2007		13410		84
4135005384		▇▇▇▇, ▇▇▇ ▇.		17.9		169.67		7571.58		4/7/2007		8095		84
4135005475		▇▇▇▇▇▇, ▇▇▇▇▇▇▇		17.9		161.5		7929.44		4/15/2007		8995		120
▇▇▇▇▇▇▇▇▇▇		▇▇▇▇▇▇-▇▇▇▇, ▇▇▇▇▇▇▇▇		17.9		113.18		3689.1		4/22/2007		5400		84
4135005618		▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇.		17.9		528.07		20460.83		4/27/2007		25195		84
4135005709		▇▇▇▇, ▇▇▇▇▇		17.9		320.57		11358.17		5/5/2007		15295		84
▇▇▇▇▇▇▇▇▇▇		▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇		17.9		177.66		9393.76		5/26/2007		9895		120
4135005962		▇▇▇▇▇▇, ▇▇▇▇▇ ▇.		17.9		169.67		7295.54		5/30/2007		8095		84
4135006199		▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇		17.9		186.75		6946.6		6/22/2007		8910		84
4135006397		▇▇▇, ▇▇▇▇▇		17.9		145.34		7165.49		7/10/2007		8095		120
4135006530		▇▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇		17.9		177.09		8471.86		7/23/2007		9863.68		120
4135006704		▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇.		17.9		197.96		7267.02		8/11/2007		9445		84
4135007160		▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇.		17.9		177.66		8929.57		9/22/2007		9895		120
4135007218		▇▇▇▇▇▇, ▇▇▇▇▇ ▇.		17.9		173.62		8792.05		9/27/2007		9670.39		120
4135007310		▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇		17.9		178.15		7033.48		10/6/2007		8500		84
4135007467		▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇.		17.9		226.26		8561.57		10/20/2007		10795		84
4135007610		▇▇▇▇▇▇▇▇, ▇▇▇▇▇		17.9		274.61		14148.88		11/1/2007		15295		120
4135007784		▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇.		17.9		150.8		6141.61		11/17/2007		7195		84
4135007808		▇▇▇▇▇▇▇▇, ▇▇▇		17.9		150.8		6303.6		11/19/2007		7195		84
4135007846		▇▇▇▇▇, ▇▇▇▇▇		17.9		150.91		6309.02		11/25/2007		7200		84
4135007870		▇▇▇▇▇, ▇▇▇▇▇▇ ▇.		17.9		306.11		16369.85		11/27/2007		17049.7		120
4135007897		▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇.		12.5		128.94		6008.48		11/30/2007		7195		84
4135007926		▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇		17.9		215.42		5840.63		12/2/2007		5967.05		36
4135007954		▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇.		13.9		134.44		5544.56		12/6/2007		7195		84
4135007962		▇▇▇▇▇▇▇ JR., ▇▇▇▇▇▇▇ ▇.		17.9		225.36		12090.01		12/8/2007		12551.91		120
4135007999		▇▇▇▇, ▇▇▇▇▇▇▇ ▇.		17.9		207.39		9464.34		12/11/2007		9895		84
▇▇▇▇▇▇▇▇▇▇		▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇.		17.9		150.81		5952.33		12/15/2007		7195.5		84
4135008042		HILLARY, ▇▇▇▇▇ ▇.		17.9		274.62		13788.56		12/17/2007		15295.5		120
4135008159		▇▇▇▇, ▇▇▇▇▇ ▇.		16.9		186.93		9967.94		1/5/2008		10795		120
4135008160		▇▇▇▇, ▇▇▇▇		17.9		150.8		7122.62		1/5/2008		7195		84
4135008293		▇▇▇▇▇, ▇▇▇▇▇▇		17.9		152.79		6948.62		1/19/2008		7290		84
4135008501		▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇.		17.9		282.12		14409.24		2/16/2008		15713.16		120
4135008549		▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇.		17.9		150.8		5972.88		2/20/2008		7195		84
4135008594		▇▇▇▇▇▇, ▇▇▇▇▇▇		8.9		232.76		9694.36		2/25/2008		11239.3		60
4135008972		▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇		17.9		226.26		10744.76		4/6/2008		10795		84
4135009033		▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇		17.9		207.39		9101.72		4/12/2008		9895		84
▇▇▇▇▇▇▇▇▇▇		▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇		14.75		129.21		6593.94		4/23/2008		6745		84
4135009219		▇▇▇▇▇▇▇▇, ▇▇▇▇▇		17.9		245.12		9705.46		4/30/2008		11695		84
4135009459		▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇.		17.9		169.68		7385.87		5/31/2008		8095.5		84
4135009479		▇▇▇▇, ▇▇▇▇▇▇▇▇		17.9		131.94		5422.06		6/1/2008		6295		84
▇▇▇▇▇▇▇▇▇▇		▇▇▇▇▇, ▇▇▇▇		17.9		320.57		14750.73		6/7/2008		15295		84
4135009545		▇▇▇▇▇▇▇▇, ▇▇▇ ▇.		17.9		226.27		10229.09		6/9/2008		10795.5		84
4135009571		▇▇▇▇▇▇▇▇, ▇▇▇▇		17.9		235.79		10095.74		6/13/2008		11250		84
▇▇▇▇▇▇▇▇▇▇		▇▇▇▇, ▇▇▇▇▇ ▇.		17.9		154.68		6571.61		6/21/2008		7380		84
▇▇▇▇▇▇▇▇▇▇		▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇.		17.9		169.77		7392.34		6/24/2008		8100		84
▇▇▇▇▇▇▇▇▇▇		▇▇▇▇▇, ▇▇▇▇▇▇▇▇		17.9		111.29		4669.29		7/4/2008		5310		84
▇▇▇▇▇▇▇▇▇▇		▇▇▇▇▇, ▇▇▇▇▇ ▇.		17.9		301.81		13444.59		7/13/2008		14400		84
4135009944		▇▇▇▇▇▇, ▇▇▇▇▇		17.9		253.61		13287.32		7/26/2008		14125.42		120
4135009963		▇▇▇▇▇▇, ▇▇▇▇▇▇		17.9		162.22		7293.82		7/27/2008		7740		84
4135010002		▇▇▇▇▇▇▇, ▇▇▇▇		14.9		114.09		4954.15		7/31/2008		5929.68		84
▇▇▇▇▇▇▇▇▇▇		▇▇▇▇▇▇▇▇, ▇.▇.		17.9		201.73		8365.64		8/1/2008		9625		84
4135010063		▇▇▇▇▇▇, ▇▇▇▇		17.9		131.94		5464.01		8/6/2008		6295		84
▇▇▇▇▇▇▇▇▇▇		▇▇▇▇▇▇, ▇▇▇▇▇▇▇		17.9		320.68		12771.71		8/7/2008		15300		84
4135010108		▇▇▇▇, ▇▇▇▇▇▇▇ ▇.		17.9		198.07		8837.03		8/10/2008		9450		84
4135010363		▇▇▇▇▇▇, ▇▇▇▇▇		17.9		347.19		14536.84		9/13/2008		16565		84
4135010424		▇▇▇▇▇▇, ▇▇▇▇▇▇		17.9		131.94		5909.78		9/21/2008		6295		84
4135011140		▇▇▇▇▇, ▇▇▇▇▇ ▇.		17.9		158.45		6798.32		12/22/2008		7560		84
▇▇▇▇▇▇▇▇▇▇		▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ C		17.9		172.31		3388.37		7/28/2006		6800		60
4130210322		▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇		17.9		182.77		7502.33		10/9/2006		8720		84
4130600622		▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ DEL CARME		16.9		112.69		1171.65		5/27/2004		4544		60
4130600720		▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇.		16.9		112.49		3357.04		7/28/2004		5520		84
4130601052		▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇		17.9		200.69		737.45		7/22/2005		7920		60
▇▇▇▇▇▇▇▇▇▇		▇▇▇▇▇▇ ▇▇▇▇▇▇, MA.▇▇▇▇▇▇		17.9		210.83		928.3		8/11/2005		8320		60
4130601119		▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇		17.9		149.38		6108.98		9/14/2005		8320		120
4130601125		▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇		17.9		210.84		1844.1		9/17/2005		8320.67		60
4130601137		HERNANDEZ N., ▇▇▇▇▇ DE ▇▇▇▇▇		17.9		159.89		7802.01		9/24/2005		8905		120
▇▇▇▇▇▇▇▇▇▇		▇▇▇▇ V., ▇▇▇▇▇▇▇		17.9		249.84		8835.15		6/27/2006		11920		84
4130601435		▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇		12.9		233.17		4320.46		7/25/2006		6930		36
4130601454		▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇		17.9		174.39		6323.81		8/9/2006		8320		84
4130601457		EVANGELISTA V., ▇▇▇▇▇▇▇		17.9		123.75		3837.61		12/20/2006		5904		84
4130601461		ROMAN L., ▇▇▇▇▇ MA		17.9		191.15		6755.73		8/12/2006		9120		84
▇▇▇▇▇▇▇▇▇▇		NU(ILLEGIBLE)Z V., ▇▇▇▇▇ ▇▇▇▇▇		17.9		125.76		4296.23		8/21/2006		6000		84
4130601509		▇▇▇▇▇▇, ▇▇▇▇▇		17.9		182.77		7469.26		9/23/2006		8720		84
4130601513		▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇		17.9		174.39		5961.3		9/25/2006		8320		84
▇▇▇▇▇▇▇▇▇▇		▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇.		17.9		160.15		1972.53		9/30/2006		6320		60
4135005125		IBARRA N., ▇▇▇▇ ▇▇▇▇▇▇		17.9		309.36		12049.65		3/18/2007		14760		84
▇▇▇▇▇▇▇▇▇▇		▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇		17.9		129.11		5536.66		3/24/2007		6160		84
4135007793		▇▇▇▇▇▇▇, ▇▇▇		17.9		132.46		6066.55		11/17/2007		6320		84
4135008812		VERDUZCO L., ▇▇▇▇▇▇▇		17.9		360.83		9852.01		3/19/2008		14240		60
▇▇▇▇▇▇▇▇▇▇		▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇		17.9		182.76		7271.25		5/31/2008		8720		84
4135009681		▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇.		0		541.67		735.32		6/25/2008		6500		12
▇▇▇▇▇▇▇▇▇▇		▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇		17.9		338.05		13764.3		6/28/2008		16129.04		84

PREMIERE DEVELOPMENT INCORPORATED
CUSTOMER NOTES RECEIVABLE
SUBJECT TO ASSIGNMENT OF RELATED DEED OF TRUST TO TEXTRON FINANCIAL CORPORATION

CONTRACT NUMBER		NAME		INTEREST RATE		PAYMENT AMOUNT		CURRENT BALANCE		CONTRACT DATE		ORIGINAL LOAN AMOUNT		ORIGINAL TERM
4135009721		▇▇▇▇▇▇ M., ▇▇▇▇▇▇▇▇▇		17.9		242.74		13158.44		6/30/2008		13520		120
4135009846		▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇		17.9		132.46		5874.2		7/15/2008		6320		84
▇▇▇▇▇▇▇▇▇▇		VILLA A., ▇▇▇▇▇▇▇		17.9		170.92		8978.04		7/26/2008		9520		120
4135010127		▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇		17.9		182.76		7411.22		8/12/2008		8720		84
4135010152		▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇		17.9		291.75		13201.77		8/17/2008		13920		84
4145009793		▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇		17.9		132.46		5911.24		7/8/2008		6320		84
4145010005		▇▇▇▇▇ ▇▇▇▇▇, VIRGINIA		17.9		132.46		5968.29		8/1/2008		6320		84
4145010076		▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇		17.9		132.46		5711.08		8/8/2008		6320		84
4145010796		▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇		17.9		132.46		5969.73		11/7/2008		6320		84
4101500913		▇▇▇▇▇▇, ▇▇▇▇▇		16.9		244.44		2861.06		8/24/2002		11995		84
4130045201		▇▇▇▇▇, ▇▇▇▇▇		17.9		161.5		4743.13		10/4/2002		8995		120
▇▇▇▇▇▇▇▇▇▇		▇▇▇▇▇, ▇▇▇▇▇		17.9		169.67		311.83		5/10/2003		8095		84
4130047227		▇▇▇▇▇▇, ▇▇▇▇		17.9		226.14		8331.42		6/28/2003		12595		120
4130047346		▇▇▇▇▇, ▇▇▇▇▇▇		17.9		128.17		372.53		7/12/2003		6115		84
4130047548		▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇		17.9		169.67		2469.77		8/10/2003		8095		84
▇▇▇▇▇▇▇▇▇▇		▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇.		17.9		131.94		2825.68		10/21/2003		6295		84
4130048246		▇▇▇▇, ▇▇▇▇▇ ▇.		17.9		202.4		6203.82		11/8/2003		11272.91		120
▇▇▇▇▇▇▇▇▇▇		▇▇▇▇▇, ▇▇▇▇ ▇.		17.9		162.23		995.16		11/22/2003		7740		84
4130048391		▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇		17.9		131.94		1548.35		11/26/2003		6295		84
4130048726		▇▇▇▇▇▇▇, ▇▇▇▇▇		17.9		131.94		2231.64		1/30/2004		6295		84
4130048748		▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇.		17.9		131.94		1137.77		2/2/2004		6295		84
4130048888		▇▇▇▇, ▇▇▇▇▇		17.9		187.89		1255.63		2/22/2004		8010		84
4130049167		▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇.		17.9		123.66		2510.28		3/29/2004		5900		84
4130049257		▇▇▇▇, ▇▇▇▇▇▇▇ ▇.		17.9		169.67		1269.16		4/7/2004		8095		84
▇▇▇▇▇▇▇▇▇▇		▇▇▇▇▇, ▇▇▇▇▇ ▇.		17.9		131.94		1102.65		5/8/2004		6295		84
4130049788		▇▇▇▇▇, ▇▇▇▇▇▇ ▇.		17.9		131.94		1216.45		6/3/2004		6295		84
4130049835		▇▇▇▇▇▇▇▇, ▇.▇▇▇▇▇		17.9		218.06		7219.03		6/9/2004		12145		120
▇▇▇▇▇▇▇▇▇▇		▇▇▇▇▇▇▇▇, ▇. ▇▇▇▇▇		17.9		234.22		7753.91		6/9/2004		13045		120
4130049866		▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇.		17.9		167.68		2273.39		6/13/2004		8000		84
4130049961		▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇.		17.9		169.67		1708.22		6/25/2004		8095		84
4130049980		▇▇▇▇, ▇▇▇▇▇▇ ▇.		17.9		122.62		1337.06		6/27/2004		5850		84
▇▇▇▇▇▇▇▇▇▇		▇▇▇▇, ▇▇▇▇▇▇▇ R		17.9		159.4		3094.72		6/27/2004		7605		84
▇▇▇▇▇▇▇▇▇▇		▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇		17.9		122.51		1448.83		7/11/2004		5845		84
4130050093		▇▇▇▇▇, ▇▇▇▇ ▇.		17.9		167.89		2463.43		7/11/2004		8010		84
4130050115		▇▇▇▇▇, ▇▇▇▇▇▇▇		17.9		131.94		1438.79		7/13/2004		6295		84
4130050118		▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇.		17.9		190.23		8240.55		7/14/2004		10595		120
4130050199		SHUTTER, ▇▇▇▇		17.9		188.53		2170.69		7/25/2004		8995		84
4130050240		▇▇▇▇▇, ▇▇▇▇▇		17.9		124.5		637.05		7/30/2004		5940		84
4130050275		▇▇▇▇▇▇▇▇, ▇▇▇		17.9		131.94		3146.73		8/2/2004		6295		84
4130050290		▇▇▇▇▇▇, ▇▇▇▇▇▇		17.9		169.67		1850.29		8/3/2004		8095		84
▇▇▇▇▇▇▇▇▇▇		▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇.		17.9		153.42		5693.29		8/9/2004		8545		120
4130050388		▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇.		17.9		188.53		3513.03		8/14/2004		8995		84
4130050510		▇▇▇▇▇▇, ▇▇▇▇▇ ▇.		17.9		188.53		3286.89		8/27/2004		8995		84
4130050520		▇▇▇▇▇▇, ▇▇▇▇▇ ▇.		17.9		131.94		1547.92		8/29/2004		6295		84
▇▇▇▇▇▇▇▇▇▇		▇▇▇▇. ▇▇▇▇▇		17.9		130.16		2232.45		9/27/2004		6210		84
4130050864		▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇.		17.9		122.51		1271.31		10/4/2004		5845		84
4130050878		▇▇▇▇▇, ▇▇▇▇▇ ▇.		17.9		122.62		3789.74		10/5/2004		5850		84
4130050920		▇▇▇, ▇▇▇▇▇▇▇▇▇ M		17.9		167.89		2947.55		10/10/2004		8010		84
4130050929		▇▇▇▇, ▇▇▇▇▇▇▇ ▇.		17.9		125.66		1758.02		10/11/2004		5995		84
4130050930		▇▇▇▇▇, ▇▇▇▇▇▇		17.9		167.68		3480.08		10/11/2004		8000		84
4130051189		▇▇▇▇▇▇▇, ▇▇▇▇		17.9		150.19		5860.95		11/13/2004		8365		120
4130051201		▇▇▇▇▇, ▇▇▇▇▇		17.9		122.62		3165.46		11/15/2004		5850		84
4130051388		▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇		17.9		131.94		2168.28		12/11/2004		6295		84
4130051416		▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇		17.9		122.62		1782.55		12/18/2004		5850		84
4130051478		▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇.		17.9		188.53		2811.76		12/27/2004		8995		84
4130051738		▇▇▇▇▇ SR., ▇▇▇▇▇▇ ▇.		17.9		169.67		3200.2		2/13/2005		8095		84
4130051787		▇▇▇▇▇▇▇, ▇▇▇▇		17.9		120.73		1983.61		2/19/2005		5760		84
▇▇▇▇▇▇▇▇▇▇		▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ AND ▇▇▇▇▇ ▇.		17.9		122.51		1874.91		2/27/2005		5845		84
4130052014		▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇.		17.9		188.53		3513.03		3/18/2005		8995		84
▇▇▇▇▇▇▇▇▇▇		▇▇▇▇▇▇▇, ▇▇▇▇▇▇		17.9		122.62		2179.04		4/7/2005		5850		84
4130052238		▇▇▇▇▇▇, ▇▇▇▇▇▇▇		17.9		122.62		3474.78		4/13/2005		5850		84
4130052256		▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇.		17.9		131.94		2780.1		4/17/2005		6295		84
4130052372		▇▇▇▇▇▇, ▇▇▇ ▇.		17.9		169.67		3038.59		5/3/2005		8095		84
4130052783		▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇.		17.9		169.67		4207.27		7/1/2005		8095		84
4130052801		GRANT, ▇▇▇▇▇▇▇▇		17.9		131.94		3805.63		7/3/2005		6295		84
4130052852		▇▇▇▇▇▇, ▇▇▇▇▇▇		17.9		188.53		4288.82		7/10/2005		8995		84
4130052935		▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇.		17.9		115.28		2310.46		7/20/2005		5500		84
4130052948		▇▇▇▇, ▇▇▇▇		17.9		131.94		2735.88		7/24/2005		6295		84
4130053010		▇▇▇▇▇▇, ▇▇▇▇▇▇▇		17.9		131.94		3805.63		7/31/2005		6295		84
4130053092		▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇.		17.9		131.94		2950.3		8/13/2005		6295		84
4130053139		▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ ST. AMANT		17.9		131.94		4136.1		8/20/2005		6295		84
4130053237		▇▇▇▇, ▇▇▇▇▇▇▇		17:9		169.67		4311.86		9/3/2005		8095		84
▇▇▇▇▇▇▇▇▇▇		▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇.		17.9		141.48		2579.98		9/4/2005		6750		84
4130053296		▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇.		17.9		131.94		3033.08		9/11/2005		6295		84
4130053320		▇▇▇▇▇, ▇▇▇▇▇▇▇		17.9		131.94		2825.68		9/13/2005		6295		84
4130053420		▇▇▇▇▇, ▇▇▇▇▇▇ DIONE		17.9		131.94		4434.4		9/28/2005		6295		84
4130053428		▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇.		17.9		169.67		4163.37		10/1/2005		8095		84
4130053452		▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇.		17.9		179.21		3637.43		10/4/2005		8550		84
4130053516		▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇.		17.9		169.67		4092.48		10/11/2005		8095		84
4130053543		▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇.		17.9		161.5		7750.88		10/15/2005		8995		120
4130053735		▇▇▇▇, ▇▇▇▇▇		17.9		119.58		4223.77		11/9/2005		5705		84
4130053811		▇▇▇▇▇▇, ▇▇▇▇▇▇		17.9		131.94		5278.38		11/23/2005		6295		84
▇▇▇▇▇▇▇▇▇▇		▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇		17.9		161.5		6928.65		11/26/2005		8995		120
4130053861		▇▇▇▇▇ JR., ▇▇▇▇▇▇ ▇.		17.9		188.53		5330.64		12/3/2005		8995		84
4130053875		▇▇▇▇▇, ▇▇▇▇ STERLING		17.9		131.94		2914.71		12/5/2005		6295		84
4130054035		▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇.		17.9		339.44		9425.46		12/31/2005		16195		84
4130054069		▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇.		17.9		161.5		6690.66		1/4/2006		8995		120
4130054135		▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇.		17.9		207.4		4985.51		1/16/2006		9895		84
4130054154		▇▇▇▇▇▇▇▇▇, ▇▇▇▇		17.9		170.25		4479.77		1/19/2006		8122.5		84
4130054410		▇▇▇▇, ▇▇▇ ▇▇▇▇▇		17.9		169.67		4185.89		2/26/2006		8095		84
4130054411		▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇.		17.9		161.5		7091.21		2/26/2006		8995		120
4130054459		▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇.		17.9		131.94		3337.41		3/4/2006		6295		84
4130054513		▇▇▇▇▇▇, ▇▇▇▇		17.9		131.94		3337.41		3/11/2006		6295		84
▇▇▇▇▇▇▇▇▇▇		▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇.		17.9		131.94		4762.35		3/18/2006		6295		84
4130054704		▇▇▇▇, ▇▇▇▇▇▇▇		17.9		131.94		5150.32		4/1/2006		6295		84
4130054812		MICHEL, ▇. ▇▇▇▇▇		17.9		263.99		5565.97		4/10/2006		12595		84
4130054836		▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇.		17.9		282.85		7729.42		4/13/2006		13495		84
4130054860		▇▇▇▇▇▇▇, ▇▇▇▇▇▇		17.9		188.53		6661.63		4/15/2006		8995		84
▇▇▇▇▇▇▇▇▇▇		▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇		17.9		188.53		4864.7		4/16/2006		8995		84
4130054922		▇▇▇▇▇▇, ▇▇▇▇		17.9		339.44		9202.57		4/21/2006		16195		84
4130055083		▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇.		17.9		207.4		7669.04		5/7/2006		9895		84
4130055163		IOTTE, M. ▇▇▇▇		17.9		131.94		4517.58		5/16/2006		6295		84
4130055172		▇▇▇▇▇▇ ▇▇., ▇▇▇▇▇ ▇.		17.9		263.99		6998.94		5/17/2006		12595		84
4130055266		▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇		17.9		177.66		9556.31		5/28/2006		9895		120
4130055318		▇▇▇▇▇, ▇▇▇▇▇ ▇.		17.9		131.94		5357.85		6/3/2006		6295		84