Common use of Dollars Clause in Contracts

Dollars. Upon the terms and subject to the conditions set forth in this Agreement, Lender shall advance to Borrower, and Borrower may borrow, repay and reborrow, principal under the Loan to be funded in a series of Advances during the initial full twelve (12) month period following the Closing Date (the "Revolving Credit Period") not to exceed an outstanding balance of the lesser of US$10,000,000 or the Borrowing Base. In accordance with the provisions of Section 4.2(c)(v) and Section 4.2(c)(vi) of this Agreement, Advances would be made in increments of at least US$50,000 but not more often than twice a month. As provided in Section 6.11 herein, the proceeds of the Loan will be disbursed by Lender solely to pay for Loan Costs (as such term is defined in the Commitment), to Borrower for amortization (principal or interest) of mortgage and non-mortgage debt owed by Borrower or by any Affiliates of Borrower and for sales, marketing, working capital, project development and administrative expenses incurred in the operations for the Resorts, and for future expansion of timeshare development in accordance with plans and projections acceptable to Lender (provided, however, that the use of the proceeds of the Loan for such expansion shall not adversely affect the operations of any of the Resorts). The maximum Loan amount (exclusive of accrued but unpaid interest) which may be outstanding at any time under this Agreement shall not exceed US$10,000,000.00, and Lender shall have no obligation whatsoever to make any Advance which would cause the aggregate outstanding principal balances of the Loan to exceed US$10,000,000.00. In the event that the proceeds of the Loan and any other amounts required to be paid by Borrower hereunder are insufficient to fully pay all costs as contemplated hereunder such proceeds will be applied, or if the use of the Loan proceeds varies materially (as determined reasonably and in good faith by Lender) from the uses described herein, then Lender shall have no obligation to fund (or continue funding) the Loan or any portion thereof; provided, however, that, Borrower shall be permitted to provide from its own funds an amount sufficient to cover that portion of the Loan proceeds used for uses materially varying from the uses described herein.

Dollars. Upon or the terms and subject aggregate unpaid principal amount of all Revolving Loans made by Lender to Borrowers pursuant to Section 2.1 of the conditions set forth in this Credit Agreement, Lender shall advance to Borrowerwhichever is less, and Borrower may borrow, repay and reborrow, principal under the Loan to be funded in a series of Advances during the initial full twelve (12) month period following the Closing Date (the "Revolving Credit Period") not to exceed an outstanding balance lawful money of the lesser United States of US$10,000,000 America. As used herein, “Credit Agreement” means the Credit and Security Agreement dated as of even date herewith, among Borrowers, certain other Credit Parties from time to time party thereto, the lenders named therein and KeyBank National Association, as Agent, as the same may from time to time be amended, restated or otherwise modified. Capitalized terms used herein shall have the Borrowing Basemeanings ascribed to them in the Credit Agreement. In Borrowers also promise to pay interest on the unpaid principal amount of each Revolving Loan from time to time outstanding, from the date of such Revolving Loan until the payment in full thereof, at the rates per annum which shall be determined in accordance with the provisions of Section 4.2(c)(v) and Section 4.2(c)(vi) of this Agreement, Advances would be made in increments of at least US$50,000 but not more often than twice a month. As provided in Section 6.11 herein, the proceeds 2.1 of the Loan will Credit Agreement. Such interest shall be disbursed by Lender solely to pay payable on each date provided for Loan Costs (as in such term is defined in the Commitment), to Borrower for amortization (principal or interest) of mortgage and non-mortgage debt owed by Borrower or by any Affiliates of Borrower and for sales, marketing, working capital, project development and administrative expenses incurred in the operations for the Resorts, and for future expansion of timeshare development in accordance with plans and projections acceptable to Lender (Section 2.1; provided, however, that the use interest on any principal portion which is not paid when due shall be payable on demand. The portions of the proceeds principal sum hereof from time to time representing Revolving Loans, and payments of the Loan for such expansion shall not adversely affect the operations principal of any thereof, shall be shown on the records of the Resorts). The maximum Loan amount (exclusive of accrued but unpaid interest) which Lender by such method as Lender may be outstanding at any time under this Agreement shall not exceed US$10,000,000.00, and Lender shall have no obligation whatsoever to make any Advance which would cause the aggregate outstanding principal balances of the Loan to exceed US$10,000,000.00. In the event that the proceeds of the Loan and any other amounts required to be paid by Borrower hereunder are insufficient to fully pay all costs as contemplated hereunder such proceeds will be applied, or if the use of the Loan proceeds varies materially (as determined reasonably and in good faith by Lender) from the uses described herein, then Lender shall have no obligation to fund (or continue funding) the Loan or any portion thereofgenerally employ; provided, however, thatthat failure to make any such entry shall in no way detract from Borrowers’ obligations under this Revolving Credit Note (this “Note”). If this Note shall not be paid at maturity, Borrower whether such maturity occurs by reason of lapse of time or demand or by operation of any provision for acceleration of maturity contained in the Credit Agreement, the principal hereof and the unpaid interest thereon shall bear interest, until paid, at a rate per annum equal to the Default Rate. All payments of principal of and interest on this Note shall be permitted made in immediately available funds. In the event of a failure to provide from its own funds pay interest or principal, when the same becomes due after giving effect to any applicable grace or cure period, Lender may collect and Borrowers agree to pay a late charge of an amount sufficient equal to cover that portion the greater of $50 or 5% of the Loan proceeds used amount of such late payment. This Note is one of the Revolving Credit Notes referred to in the Credit Agreement. Reference is made to the Credit Agreement for uses materially varying from a description of the uses described hereinright of the undersigned to anticipate payments hereof, the right of the holder to declare this Note due, and other terms and conditions upon which this Note is issued. Except as expressly provided in the Credit Agreement, each Borrower expressly waives presentment, demand, protest and notice of any kind. EACH OF THE UNDERSIGNED WAIVES ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG BORROWERS, AGENT AND THE LENDERS, OR ANY THEREOF, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS NOTE, THE CREDIT AND SECURITY AGREEMENT OR ANY OTHER NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO. THIS WAIVER SHALL NOT IN ANY WAY AFFECT, WAIVE, LIMIT, AMEND OR MODIFY AGENT’S OR ANY LENDER’S ABILITY TO PURSUE REMEDIES PURSUANT TO ANY PROVISION CONTAINED IN ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT AMONG BORROWERS, AGENT AND THE LENDERS, OR ANY THEREOF. [The remainder of this page is intentionally left blank.]

Dollars. Upon The Custodial Assets delivered to the Custodian pursuant to this Agreement will promptly be credited to the applicable Account pursuant to Proper Instructions (as defined below) and held on behalf of the Owner pursuant to the terms and subject hereof. The Custodian shall not be responsible for any other assets of the Owner held or received by the Owner or others or any assets not delivered to the conditions Custodian as set forth in this Agreement, Lender shall advance to Borrower, herein and Borrower may borrow, repay and reborrow, principal under accepted by the Loan to be funded in a series of Advances during the initial full twelve (12) month period following the Closing Date (the "Revolving Credit Period") not to exceed an outstanding balance of the lesser of US$10,000,000 or the Borrowing Base. In accordance with the provisions of Section 4.2(c)(v) and Section 4.2(c)(vi) of this Agreement, Advances would be made in increments of at least US$50,000 but not more often than twice a month. As provided in Section 6.11 herein, the proceeds of the Loan will be disbursed by Lender solely to pay for Loan Costs (Custodian as such term is defined in the Commitment), to Borrower for amortization (principal or interest) of mortgage and non-mortgage debt owed by Borrower or by any Affiliates of Borrower and for sales, marketing, working capital, project development and administrative expenses incurred in the operations for the Resorts, and for future expansion of timeshare development in accordance with plans and projections acceptable to Lender (hereinafter provided, however, that the use of the proceeds of the Loan for such expansion shall not adversely affect the operations of any of the Resorts). The maximum Loan amount (exclusive of accrued but unpaid interest) which may be outstanding at any time under this Agreement shall not exceed US$10,000,000.00, and Lender shall have no obligation whatsoever to make any Advance which would cause the aggregate outstanding principal balances of the Loan to exceed US$10,000,000.00. In the event that the proceeds of the Loan and any other amounts required to be paid by Borrower hereunder are insufficient to fully pay all costs as contemplated hereunder such proceeds will be applied, or if the use of the Loan proceeds varies materially (as determined reasonably and in good faith by Lender) from the uses described herein, then Lender Custodian shall have no obligation to fund (accept or continue fundinghold any security or other asset pursuant to the terms of this agreement to the extent it reasonably determines that such security or asset does not fall within the definition of “Custodial Asset” or holding such security or asset would violate any law, rule, regulation or internal policy applicable to the Custodian. For the avoidance of doubt, other than delivery of the physical certificate in the possession of the Custodian to the Owner, the Custodian shall have no obligations in connection with the transfer or re-registration of any physical certificates representing Custodial Assets in connection with any transfer thereof and the Owner shall be responsible for all aspects of transferring and re-registering such Custodial Assets. Custodial Assets or proceeds thereof shall be withdrawn from and credited to the Accounts only upon Proper Instructions pursuant to Section 1A(d) hereof. For the avoidance of doubt, the Accounts and the Custodial Assets deposited therein shall be governed exclusively by the terms of this Agreement, and the Loan and Security Agreement and the Account Control Agreement shall have no force or any portion thereof; provided, however, that, Borrower effect. The Custodian shall be permitted entitled to provide from utilize agents and/or sub-custodians to the extent possible in connection with its own funds an amount sufficient to cover that portion performance hereunder, including the establishment of the Loan proceeds used Accounts, and Custodian shall identify on its books and records the Custodial Assets belonging to Owner, whether held directly or indirectly through agents or sub-custodians. The Custodian will be liable to the Owner for uses materially varying from the uses described herein.gross negligence and willful misconduct of its sub-custodians as if it had committed such acts and omissions itself, provided that the Custodian

Dollars. Upon Except as provided in the terms and subject to next paragraph, payment of any amount payable on any Supplemental Obligation in U.S. dollars will be made at the conditions set forth in this Agreement, Lender shall advance to Borrower, and Borrower may borrow, repay and reborrow, principal under the Loan to be funded in a series of Advances during the initial full twelve (12) month period following the Closing Date (the "Revolving Credit Period") not to exceed an outstanding balance office or agency of the lesser Company maintained for that purpose in The City of US$10,000,000 New York (or at any other office or agency maintained by the Borrowing Base. In accordance with Company for that purpose), against surrender (in the provisions of Section 4.2(c)(v) and Section 4.2(c)(vimanner provided below) of this Agreement, Advances would be made Security in increments the case of any payment due at least US$50,000 but not more often than twice a month. As provided in Section 6.11 herein, the proceeds Maturity of the Loan will be disbursed by Lender solely to pay for Loan Costs principal of such Supplemental Obligation (as such term is defined in the Commitmentother than any payment of interest that first becomes due on an Interest Payment Date), to Borrower for amortization (principal or interest) of mortgage and non-mortgage debt owed by Borrower or by any Affiliates of Borrower and for sales, marketing, working capital, project development and administrative expenses incurred in the operations for the Resorts, and for future expansion of timeshare development in accordance with plans and projections acceptable to Lender (provided, however, that the use of the proceeds of the Loan for such expansion shall not adversely affect the operations of any of the Resorts). The maximum Loan amount (exclusive of accrued but unpaid interest) which may be outstanding at any time under this Agreement shall not exceed US$10,000,000.00, and Lender shall have no obligation whatsoever to make any Advance which would cause the aggregate outstanding principal balances of the Loan to exceed US$10,000,000.00. In the event that the proceeds of the Loan and any other amounts required to be paid by Borrower hereunder are insufficient to fully pay all costs as contemplated hereunder such proceeds will be applied, or if the use of the Loan proceeds varies materially (as determined reasonably and in good faith by Lender) from the uses described herein, then Lender shall have no obligation to fund (or continue funding) the Loan or any portion thereof; provided, however, that, Borrower at the option of the Company and subject to the (Face of Security continued on next page) next paragraph, payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register. Payment of any amount payable on any Supplemental Obligation in U.S. dollars will be made by wire transfer of immediately available funds to an account maintained by the payee with a bank located in the Borough of Manhattan, The City of New York, if (i) the principal of such Supplemental Obligation is at least $1,000,000 and (ii) the Holder entitled to receive such payment transmits a written request for such payment to be made in such manner to the Trustee at its Corporate Trust Office, Attention: Corporate Trust Administration, on or before the fifth Business Day before the day on which such payment is to be made; provided that, in the case of any such payment due at the Maturity of the principal of such Supplemental Obligation (other than any payment of interest that first becomes due on an Interest Payment Date), this Security must be surrendered (in the manner provided below) at the office or agency of the Company maintained for that purpose in The City of New York (or at any other office or agency maintained by the Company for that purpose) in time for the Paying Agent to make such payment in such funds in accordance with its normal procedures. Any such request made with respect to any payment on such Supplemental Obligation payable to a particular Holder will remain in effect for all later payments on such Supplemental Obligation payable to such Holder, unless such request is revoked on or before the fifth Business Day before a payment is to be made, in which case such revocation shall be permitted effective for such and all later payments. In the case of any payment of interest payable on a Supplemental Obligation on an Interest Payment Date, such written request must be made by the Person who is the registered Holder of this Security on the relevant Regular Record Date. The Company will pay any administrative costs imposed by banks in connection with making payments by wire transfer with respect to provide this Security, but any tax, assessment or other governmental charge imposed upon any payment will be borne by the Holder of this Security and may be deducted from its own the payment by the Company or the Paying Agent. MANNER OF PAYMENT - OTHER SPECIFIED CURRENCIES. Payment of any amount payable on any Supplemental Obligation in a Specified Currency other than U.S. dollars will be made by wire transfer of immediately available funds an amount sufficient to cover that portion such account as is maintained in such Specified Currency at a bank or other financial institution acceptable to the Company and the Trustee and as shall have been designated at least five Business Days prior to the applicable payment date by the Person entitled to receive such payment, provided that, in the case of any such payment due at the Maturity of the Loan proceeds used principal of such Supplemental Obligation (other than any payment of interest that first becomes due on an Interest Payment Date), this Security must be surrendered (in the manner provided below) at the office or agency of the Company maintained for uses materially varying that purpose in The City of New York (or at any other office or agency maintained by the Company for that purpose) in time for the Paying Agent to make such payment in such funds in accordance with its normal procedures. Such account designation shall be made by transmitting the appropriate information to the Trustee at its Corporate Trust Office in the Borough of Manhattan, The City of New York, by mail, hand delivery, telecopier or in any other manner approved by the Trustee. Unless revoked, any such account designation made with respect to any Supplemental Obligation by the Holder hereof will remain in effect with respect to any further payments with respect to such Supplemental Obligation payable to such Holder. If a payment in a Specified Currency other than U.S. dollars with respect to any Supplemental Obligation cannot (Face of Security continued on next page) be made by wire transfer because the required account designation has not been received by the Trustee on or before the requisite date or for any other reason, the Company will cause a notice to be given to the Holder of this Security at its registered address requesting an account designation pursuant to which such wire transfer can be made and such payment will be made within five Business Days after the Trustee's receipt of such a designation meeting the requirements specified above, with the same force and effect as if made on the due date. The Company will pay any administrative costs imposed by banks in connection with making payments by wire transfer with respect to this Security, but any tax, assessment or other governmental charge imposed upon any payment will be borne by the Holder of this Security and may be deducted from the uses described hereinpayment by the Company or the Paying Agent.

Dollars. Upon The Lessee shall pay the terms Net Minimum Rental due for the first month of the Term on or before the Commencement Date. The Lessee also agrees to pay, as additional rental, when due or payable, and subject except as otherwise expressly provided herein, all other obligations and liabilities which the Lessee assumes and agrees to the conditions set forth pay by express assumption or agreement elsewhere in this Agreementlease, Lender shall advance to Borrowertogether with every fine, penalty, interest and Borrower cost which may borrowbe added thereto or become due or be imposed by operation of law for the non-payment or late payment thereof, repay and reborrowand, principal under in the Loan to be funded in a series event of Advances during any failure on the initial full twelve (12) month period following the Closing Date (the "Revolving Credit Period") not to exceed an outstanding balance part of the lesser of US$10,000,000 or the Borrowing Base. In accordance with the provisions of Section 4.2(c)(v) and Section 4.2(c)(vi) of this Agreement, Advances would be made in increments of at least US$50,000 but not more often than twice a month. As provided in Section 6.11 herein, the proceeds of the Loan will be disbursed by Lender solely Lessee so to pay for Loan Costs (as such term is defined in the Commitment), to Borrower for amortization (principal or interest) of mortgage and non-mortgage debt owed by Borrower or by any Affiliates of Borrower and for sales, marketing, working capital, project development and administrative expenses incurred in the operations for the Resorts, and for future expansion of timeshare development in accordance with plans and projections acceptable to Lender (provided, however, that the use of the proceeds of the Loan for such expansion shall not adversely affect the operations of discharge any of the Resorts)same, the Lessor shall have all rights and remedies as in the case of non-payment of the Net Minimum Rental. The maximum Loan amount (exclusive of accrued but unpaid interest) which may be outstanding Lessee also agrees to pay to the Lessor, on demand, as additional rental, interest at any time under this Agreement shall not exceed US$10,000,000.00, and Lender shall have no obligation whatsoever to make any Advance which would cause the aggregate outstanding principal balances Lease Interest Rate on all overdue installments of the Loan to exceed US$10,000,000.00Net Minimum Rental and additional rental from the respective due dates thereof until payment thereof in full. In the event that the proceeds aggregate of all payments (whether denominated as Net Minimum Rental, additional rental or otherwise) received by or paid to discharge an obligation of the Loan Lessee as a result of any assignment, subletting or permission to use or occupy the Premises described in Section 11(e), whether or not the Lessor shall have consented thereto (it being agreed by the Lessee that nothing herein contained shall in any way affect the covenant herein elsewhere contained prohibiting an assignment hereof or underletting to or use, occupation or improvement by, others of the Premises or any part thereof without the Lessor's prior written consent), shall exceed the aggregate of the Net Minimum Rental, additional rental and other payments herein payable by or on behalf of the Lessee, then, and in such event, the Lessee agrees tO forthwith pay, as additional rental, the full amount of any such excess. The Net Minimum Rental and all items of additional rental shall be paid to the Lessor at the Lessor's address set forth in Section l(n), except that the Lessor may by written notice to the Lessee designate another address for purposes of this sentence. In addition to all of the rights and remedies of the Lessor set forth in this lease, if the Lessee shall fail to pay any item of rental due hereunder (whether denominated as Net Minimum Rental, additional rental or otherwise) within ten (10) days after the same shall have become due and payable, then and in such event the Lessee shall also pay to the Lessor a late payment service charge (in order to partially defray the Lessor's administrative and other amounts overhead expenses) equal to the greater of Fifty 00/100 ($50.00) Dollars or one half of one (1/2%) percent of such unpaid sum per day for each day or part thereof after the due date thereof during which such payment shall not have been received by the Lessor, but in no event in excess of any maximum interest rate (if such sum shall be denominated as interest by any court of competent jurisdiction) permissible under applicable law, it being understood that nothing herein shall be deemed to extend the due date for payment of any sums required to be paid by Borrower the Lessee hereunder are insufficient or to fully pay all costs as contemplated hereunder such proceeds will be applied, or if relieve the use Lessee of the Loan proceeds varies materially (as determined reasonably and in good faith by Lender) from the uses described herein, then Lender shall have no its obligation to fund (pay such sums at any time or continue funding) the Loan or any portion thereof; provided, however, that, Borrower shall be permitted to provide from its own funds an amount sufficient to cover that portion of the Loan proceeds used for uses materially varying from the uses described hereintimes required by this lease.

Dollars. Upon If the above-referenced amounts (consisting of the Principal Payoff, the Accrued Interest, the Late Fee, and the General Damages) are not paid-in-full before the Maturity Date, then Maker shall owe to Payee the sum of $761,000.00, as provided herein, less any amounts actually paid by, or on behalf of, Maker during the Forbearance Period. It is hereby expressly agreed that should Maker fail to satisfy its obligations hereunder on or prior to the Maturity Date, then the $761,000.00 principal amount of this Note shall, at the option of Holder and without notice or demand to Maker, at once become due and payable and may be collected forthwith, regardless of the stipulated date of maturity. Interest shall accrue on the outstanding principal balance of this Note from the date of any default hereunder (the sixty-first (61st) day after execution of this Note) and for so long as such default continues, at the rate equal to eleven percent (11%) per annum. Time is of the essence of this Note. Maker agrees to pay all costs and expenses of collection of the indebtedness evidenced by this Note which, in the event that this Note or any part thereof shall be collected by or through an attorney-at-law, shall include reasonable attorneys' fees and costs. Presentment for payment, demand, protest and notice of demand, dishonor, protest and non-payment and all other notices are hereby waived by Maker. No failure to accelerate the debt evidenced hereby by reason of default hereunder, acceptance of a past due installment, or indulgences granted from time to time shall be construed (i) as a novation of this Note or as a reinstatement of the indebtedness evidenced hereby or as a waiver of such right of acceleration or of the right of Holder thereafter to insist upon strict compliance with the terms and subject of this Note, or (ii) to prevent the conditions set forth in this Agreement, Lender shall advance to Borrower, and Borrower may borrow, repay and reborrow, principal under exercise of such right of acceleration or any other right granted hereunder or by the Loan to be funded in a series of Advances during the initial full twelve (12) month period following the Closing Date (the "Revolving Credit Period") not to exceed an outstanding balance laws of the lesser State of US$10,000,000 Alabama; and Maker hereby expressly waives the benefit of any statute or rule of law or equity now provided, or which may hereafter be provided, which would produce a result contrary to or in conflict with the Borrowing Baseforegoing. In No extension of the time for the payment of this Note or any installment due hereunder, made by agreement with any person now or hereafter liable for the payment of this Note, shall operate to release, discharge, modify, change or affect the original liability of Maker under this Note, either in whole or in part, unless Holder agrees otxxxxxxe in writing. This Note may not be changed orally, but only by an agreement in writing signed by the party against whom enforcement of any waiver, change, modification or discharge is sought. This Note is intended as a contract under and shall be construed and enforced in accordance with the provisions laws of Section 4.2(c)(v) and Section 4.2(c)(vi) the State of Alabama. If from any circumstances whatsoever, fulfillment of any provision of this AgreementNote or of any other instrument evidencing or securing the indebtedness evidenced hereby, Advances would at the time performance of such provision shall be made in increments due, shall involve transcending the limit of at least US$50,000 but not more often than twice a month. As provided in Section 6.11 hereinvalidity presently prescribed by any applicable usury statute or any other applicable law, with regard to obligations of like character and amount, then, the proceeds obligation to be fulfilled shall be reduced to the limit of such validity, so that in no event shall any action be possible under this Note or under any other instrument evidencing or securing the indebtedness evidenced hereby, that is in excess of the Loan will be disbursed by Lender solely to pay for Loan Costs (as current limit of such term is defined in the Commitment)validity, to Borrower for amortization (principal or interest) of mortgage and non-mortgage debt owed by Borrower or by any Affiliates of Borrower and for sales, marketing, working capital, project development and administrative expenses incurred in the operations for the Resorts, and for future expansion of timeshare development in accordance with plans and projections acceptable to Lender (provided, however, that the use of the proceeds of the Loan for but such expansion shall not adversely affect the operations of any of the Resorts). The maximum Loan amount (exclusive of accrued but unpaid interest) which may be outstanding at any time under this Agreement shall not exceed US$10,000,000.00, and Lender shall have no obligation whatsoever to make any Advance which would cause the aggregate outstanding principal balances of the Loan to exceed US$10,000,000.00. In the event that the proceeds of the Loan and any other amounts required to be paid by Borrower hereunder are insufficient to fully pay all costs as contemplated hereunder such proceeds will be applied, or if the use of the Loan proceeds varies materially (as determined reasonably and in good faith by Lender) from the uses described herein, then Lender shall have no obligation to fund (or continue funding) the Loan or any portion thereof; provided, however, that, Borrower shall be permitted fulfilled to provide from its own funds an amount sufficient to cover that portion the limit of the Loan proceeds used for uses materially varying from the uses described hereinsuch validity.

Dollars. Upon Said sum shall be held by Landlord as security for the terms faithful performance by Tenant of all the terms, covenants, and subject conditions of this Lease to be kept and performed by Tenant during the term hereof. If Tenant defaults and the same is not cured within ???????????? with respect to any provision of this Lease, including, but not limited to the conditions set forth provisions relating to the payment of rent, Landlord may (but shall not be required to) use, apply or retain all or any part of this security deposit for the payment of any rent or any other sum in default, or for the payment of any amount which Landlord may spend or become obligated to spend by reason of Tenant's default, or to compensate Landlord for any other loss or damage which Landlord may suffer by reason of Tenant's default. If any portion of said deposit is so used or applied, Tenant shall within five (5) days after written demand therefor, deposit cash with Landlord in an amount sufficient to restore the security deposit to its original amount and Tenant's failure to do so shall be a material breach of this Agreement, Lender Lease. Landlord shall advance not be required to Borrowerkeep this security deposit separate from its general funds, and Borrower may borrow, repay Tenant shall not be entitled to interest on such deposit. If Tenant shall fully and reborrow, principal under the Loan faithfully perform every provision of this Lease to be funded in a series performed by it, the security deposit or any balance thereof shall be returned to Tenant (or, at Landlord's option, to the last assignee of Advances during Tenant's interest hereunder) at the initial full twelve (12) month period following the Closing Date (the "Revolving Credit Period") not to exceed an outstanding balance expiration of the lesser of US$10,000,000 or the Borrowing Base. In accordance with the provisions of Section 4.2(c)(v) and Section 4.2(c)(vi) of this Agreement, Advances would be made in increments of at least US$50,000 but not more often than twice a month. As provided in Section 6.11 herein, the proceeds of the Loan will be disbursed by Lender solely to pay for Loan Costs (as such term is defined in the Commitment), to Borrower for amortization (principal or interest) of mortgage and non-mortgage debt owed by Borrower or by any Affiliates of Borrower and for sales, marketing, working capital, project development and administrative expenses incurred in the operations for the Resorts, and for future expansion of timeshare development in accordance with plans and projections acceptable to Lender (provided, however, that the use of the proceeds of the Loan for such expansion shall not adversely affect the operations of any of the Resorts). The maximum Loan amount (exclusive of accrued but unpaid interest) which may be outstanding at any time under this Agreement shall not exceed US$10,000,000.00, and Lender shall have no obligation whatsoever to make any Advance which would cause the aggregate outstanding principal balances of the Loan to exceed US$10,000,000.00Lease term. In the event that the proceeds of the Loan and any other amounts required termination of Landlord's interest in this Lease, Landlord shall transfer said deposit to be paid by Borrower hereunder are insufficient to fully pay all costs as contemplated hereunder such proceeds will be applied, or if the use of the Loan proceeds varies materially (as determined reasonably and Landlord's successor in good faith by Lender) from the uses described herein, then Lender shall have no obligation to fund (or continue funding) the Loan or any portion thereof; provided, however, that, Borrower shall be permitted to provide from its own funds an amount sufficient to cover that portion of the Loan proceeds used for uses materially varying from the uses described hereininterest.

Dollars. Upon Said sum shall be held by Landlord as a Security Deposit for the terms faithful performance by Tenant of all the terms, covenants, and subject conditions of this Lease to be kept and performed by Xxxxxx during the term hereof. If Tenant defaults with respect to any provisions of this Lease, including, but not limited to, the provisions relating to the conditions set forth in this Agreement, Lender shall advance to Borrower, payment of rent and Borrower may borrow, repay and reborrow, principal under the Loan to be funded in a series of Advances during the initial full twelve (12) month period following the Closing Date (the "Revolving Credit Period") not to exceed an outstanding balance of the lesser of US$10,000,000 or the Borrowing Base. In accordance with the provisions of Section 4.2(c)(v) and Section 4.2(c)(vi) of this Agreement, Advances would be made in increments of at least US$50,000 but not more often than twice a month. As provided in Section 6.11 herein, the proceeds of the Loan will be disbursed by Lender solely to pay for Loan Costs (as such term is defined in the Commitment), to Borrower for amortization (principal or interest) of mortgage and non-mortgage debt owed by Borrower or by any Affiliates of Borrower and for sales, marketing, working capital, project development and administrative expenses incurred in the operations for the Resorts, and for future expansion of timeshare development in accordance with plans and projections acceptable to Lender (provided, however, that the use of the proceeds of the Loan for such expansion shall not adversely affect the operations of any of the Resorts). The maximum Loan amount monetary sums due herewith, Landlord may (exclusive of accrued but unpaid interest) which may be outstanding at any time under this Agreement shall not exceed US$10,000,000.00be required to) use, apply or retain all or any part of this Security Deposit for the payment of any other amount which Landlord may spend by reason of Tenant's default or to compensate Landlord for any other loss or damage which Landlord may suffer by reason of Tenant's default. If any portion of said Deposit is so used or applied, Tenant shall, within ten (10) days after written demand therefor, deposit cash with Landlord in the amount sufficient to restore the Security Deposit to its original amount. Tenant's failure to do so shall be a material breach of this Lease. Landlord shall not be required to keep this Security Deposit separate from its general funds, and Lender Tenant shall have no obligation whatsoever not be entitled to make interest on such Deposit. If Tenant fully and faithfully performs every provision of this Lease to be performed by it, the Security Deposit or any Advance which would cause balance thereof shall be returned to Tenant (or at Landlord's option, to the aggregate outstanding principal balances last assignee of Tenant's interest hereunder) at the expiration of the Loan to exceed US$10,000,000.00Lease term and after Xxxxxx has vacated the Premises. In the event that of termination of Xxxxxxxx's interest in this Lease, Xxxxxxxx shall transfer said Deposit to Xxxxxxxx's successor in interest whereupon Xxxxxx agrees to release Landlord from liability for the proceeds return of such Deposit or the accounting therefor. In addition to the cash Security Deposit as defined in this paragraph 4.X. Xxxxxx agrees to tender to Landlord no later than January 2, 2000, an irrevocable standby Letter of Credit in the amount of $300,000. The form of the Loan and any other amounts required irrevocable standby Letter of Credit must be acceptable to be paid by Borrower hereunder are insufficient Landlord. The Letter of Credit must provide that Landlord has the ability to fully pay all costs as contemplated hereunder such proceeds will be applied, cash or if draw the use entire amount solely upon Landlord's representing to the issuing Bank that Tenant is in an uncured monetary default of the Loan proceeds varies materially (Lease. The Letter of Credit required hereunder shall remain in full force and effect until December 31st, 2003. In the event Tenant has not provided Landlord the Letter of Credit as determined reasonably and in good faith by Lender) from the uses described hereinrequired, then Lender shall have no obligation on January 15, 2000, Xxxxxx agrees to fund (or continue funding) tender to Landlord a Certificate of Deposit in Landlord's name in the Loan or any portion thereof; provided, however, that, Borrower amount of $300,000. Any interest generated by the Certificate of Deposit during the term of the Lease shall be permitted given to provide from its own funds an amount sufficient to cover that portion of the Loan proceeds used for uses materially varying from the uses described hereinTenant.

Dollars. Upon the terms and subject Tenant will furnish Landlord with such information as Landlord may reasonably request from time to time as to the conditions set forth in this Agreement, Lender shall advance to Borrower, and Borrower may borrow, repay and reborrow, principal under the Loan to be funded in a series of Advances during the initial full twelve (12) month period following the Closing Date (the "Revolving Credit Period") not to exceed an outstanding balance value of the lesser items specified in clause (y) above within ten (10) days after request therefor. Such insurance may be carried under a blanket policy covering the Demised Premises and other locations of US$10,000,000 or Tenant, if any, provided that each such policy shall in all respects comply with this Article and shall specify (i) that the Borrowing Base. In accordance with the provisions of Section 4.2(c)(v) and Section 4.2(c)(vi) of this Agreement, Advances would be made in increments of at least US$50,000 but not more often than twice a month. As provided in Section 6.11 herein, the proceeds portion of the Loan will be disbursed by Lender solely total coverage of such policy that is allocated to pay for Loan Costs (as such term the Demised Premises is defined in the Commitment)amounts required pursuant to this Section 9.09 and (ii) any sublimits in such blanket policy and such policy shall specify, to Borrower for amortization (principal or interest) of mortgage and non-mortgage debt owed by Borrower or by any Affiliates of Borrower and for sales, marketing, working capital, project development and administrative expenses incurred in Tenant shall furnish Landlord a written statement from the operations for the Resorts, and for future expansion of timeshare development in accordance with plans and projections acceptable to Lender (provided, however, insurer under such policy that the use of the proceeds of the Loan for protection afforded Tenant under any such expansion blanket policy shall not adversely affect the operations of any of the Resorts). The maximum Loan amount (exclusive of accrued but unpaid interest) which may be outstanding at any time under this Agreement shall not exceed US$10,000,000.00, and Lender shall have no obligation whatsoever to make any Advance less than that which would cause have been afforded under a separate policy relating only to the aggregate outstanding principal balances of Demised Premises. Prior to the Loan to exceed US$10,000,000.00. In the event that the proceeds of the Loan and any other amounts time such insurance is first required to be paid carried by Borrower hereunder are insufficient Tenant and thereafter, at least fifteen (15) days prior to fully pay all costs as contemplated hereunder the expiration date of any such proceeds will policy, Tenant agrees to deliver to Landlord a certificate evidencing such insurance. Said certificate shall contain an endorsement that such insurance may not be appliedcanceled or materially changed except upon thirty (30) days' prior written notice to Landlord. If, due to abandonment of, or if failure to occupy the use Demised Premises by Tenant, any such insurance required to be carried by Tenant shall be canceled by the insurance carrier, then Tenant hereby indemnifies Landlord against liability which would have been covered by such insurance. Tenant's failure to provide and keep in force the aforementioned insurance shall be regarded as a material default hereunder entitling Landlord to exercise any or all of the Loan proceeds varies materially (as determined reasonably remedies provided in this Lease in the event of Tenant's default. Notwithstanding anything to the contrary contained in this Lease, the carrying of insurance by Tenant in compliance with this Section 9.09 shall not modify, reduce, limit or impair Tenant's obligations and liability under Article 38. Landlord agrees to maintain standard casualty insurance coverage in good faith by Lender) from the uses described herein, then Lender shall have no obligation to fund (or continue funding) the Loan or any portion thereof; provided, however, that, Borrower shall be permitted to provide from its own funds an amount sufficient to cover that portion respect of the Loan proceeds used for uses materially varying from the uses described hereinBuilding.

Dollars. Upon Said sum shall be held by Landlord as a Security Deposit for the terms faithful performance by Tenant of all of the terms, covenants and subject conditions of this Lease to be kept and performed by Tenant during the term hereof. If Tenant defaults with respect to any provisions of this Lease, including, but not limited to the conditions set forth in this Agreement, Lender shall advance provisions relating to Borrower, the payment of rent and Borrower may borrow, repay and reborrow, principal under the Loan to be funded in a series of Advances during the initial full twelve (12) month period following the Closing Date (the "Revolving Credit Period") not to exceed an outstanding balance of the lesser of US$10,000,000 or the Borrowing Base. In accordance with the provisions of Section 4.2(c)(v) and Section 4.2(c)(vi) of this Agreement, Advances would be made in increments of at least US$50,000 but not more often than twice a month. As provided in Section 6.11 herein, the proceeds of the Loan will be disbursed by Lender solely to pay for Loan Costs (as such term is defined in the Commitment), to Borrower for amortization (principal or interest) of mortgage and non-mortgage debt owed by Borrower or by any Affiliates of Borrower and for sales, marketing, working capital, project development and administrative expenses incurred in the operations for the Resorts, and for future expansion of timeshare development in accordance with plans and projections acceptable to Lender (provided, however, that the use of the proceeds of the Loan for such expansion shall not adversely affect the operations of any of the Resorts)monetary sums due herewith. The maximum Loan amount Landlord may (exclusive of accrued but unpaid interest) which may be outstanding at any time under this Agreement shall not exceed US$10,000,000.00be required to) use, apply or retain all or any part of this Security Deposit for the payment of any other amount which Landlord may spend by reason of Tenant's default or to compensate Landlord for any other loss or damage which landlord may suffer by reason of Tenant's default. If any portion of said Deposit is so used or applied, Tenant shall, within ten (10) days after written demand therefor, deposit cash with Landlord in the amount sufficient to restore the Security Deposit to its original amount. Tenant's failure to do so shall be a material breach of this Lease. Landlord shall not be required to keep this Security Deposit separate from its general funds, and Lender Tenant shall have no obligation whatsoever not be entitled to make interest on such Deposit. If Tenant fully and faithfully performs every provision of this Lease to be performed by it, the Security Deposit or any Advance which would cause balance thereof shall be returned to Tenant (or at Landlord's option, to the aggregate outstanding principal balances last assignee of Tenant's interest hereunder) at the expiration of the Loan to exceed US$10,000,000.00Lease term and after Tenant has vacated the Premises. In the event that of termination of Landlord's interest in this Lease, Landlord shall transfer said Deposit to Landlord's successor in interest whereupon Tenant agrees to release Landlord from liability for the proceeds return of such Deposit or the Loan and any other amounts required to be paid by Borrower hereunder are insufficient to fully pay all costs as contemplated hereunder such proceeds will be applied, or if the use of the Loan proceeds varies materially (as determined reasonably and in good faith by Lender) from the uses described herein, then Lender shall have no obligation to fund (or continue funding) the Loan or any portion thereof; provided, however, that, Borrower shall be permitted to provide from its own funds an amount sufficient to cover that portion of the Loan proceeds used for uses materially varying from the uses described hereinaccounting therefor.

Dollars. Upon Said letter of credit shall be for a term of not less than one (l) year and shall be renewed by Lessee (without notice from Lessor) no later than sixty (60) days prior to its expiration, and the expiration of each replacement thereof, until Lessor shall be required to return the security to Lessee pursuant to the terms of this Lease but in no event earlier than ninety (90) days after the Expiration Date, and subject each such renewed letter of credit shall be delivered to Lessor no later than sixty (60) days prior to the conditions set forth in this Agreement, Lender shall advance to Borrower, and Borrower may borrow, repay and reborrow, principal under the Loan to be funded in a series of Advances during the initial full twelve (12) month period following the Closing Date (the "Revolving Credit Period") not to exceed an outstanding balance expiration of the lesser letter of US$10,000,000 credit then held by Lessor. If any portion of the security deposit shall be utilized by Lessor in the manner permitted by this Lease, Lessee shall, within five (5) days after request by Lessor, replenish the security account by depositing with Lessor, in cash or the Borrowing Baseby letter of credit, an amount equal to that utilized by Lessor. In accordance Failure of Lessee to comply strictly with the provisions of Section 4.2(c)(v) and Section 4.2(c)(vi) this Article shall constitute a material breach of this Agreement, Advances would Lease and Lessor shall be made in increments entitled to present the letter of at least US$50,000 but not more often than twice credit then held by it for payment (without notice to Lessee). If the cash security is converted into a month. As provided in Section 6.11 hereinletter of credit, the proceeds provisions with respect to letters of credit shall apply (with the Loan will be disbursed by Lender solely necessary changes in points of detail) to pay for Loan Costs (as such term is defined in the Commitment), to Borrower for amortization (principal or interest) letter of mortgage and non-mortgage debt owed by Borrower or by any Affiliates of Borrower and for sales, marketing, working capital, project development and administrative expenses incurred in the operations for the Resorts, and for future expansion of timeshare development in accordance with plans and projections acceptable to Lender (provided, however, that the use of the proceeds of the Loan for such expansion shall not adversely affect the operations of any of the Resorts). The maximum Loan amount (exclusive of accrued but unpaid interest) which may be outstanding at any time under this Agreement shall not exceed US$10,000,000.00, and Lender shall have no obligation whatsoever to make any Advance which would cause the aggregate outstanding principal balances of the Loan to exceed US$10,000,000.00credit deposit. In the event that of a bank failure or insolvency affecting the proceeds letter of credit, Lessee shall replace same within twenty (20) days after being requested to do so by Lessor.* In the event of the Loan and any other amounts required to be paid by Borrower hereunder are insufficient to fully pay all costs as contemplated hereunder such proceeds will be appliedinsolvency of Lessee, or if in the use event of the Loan proceeds varies materially entry of a material judgment in any court against Lessee which is not discharged or appealed within thirty (as determined reasonably and 30) days after entry, or in good faith the event a petition is filed by Lender) from or against Lessee under any chapter of the uses described hereinbankruptcy laws of the State of New Jersey or the United States of America, then Lender shall have no obligation in such event, Lessor may require the Lessee to fund (or continue funding) the Loan or any portion thereof; provided, however, that, Borrower shall be permitted to provide from its own funds deposit additional security in an amount which in Lessor's sole judgement would be sufficient to cover that portion adequately assure Lessee's performance of all of its obligations under this Lease including all payments subsequently accruing. Failure of Lessee to deposit the Loan proceeds used for uses materially varying from the uses described hereinsecurity required by this Article 16 within ten (10) days after Lessor's written demand shall constitute a material breach of this Lease by Lessee.*

Dollars. Upon The letter of credit shall be payable upon sight draft, together with a certification of Landlord that Tenant is in default uncured pursuant to the terms and subject conditions of this lease. The Tenant shall be obligated to renew and furnish to the conditions set forth in this Agreement, Lender shall advance to Borrower, and Borrower may borrow, repay and reborrow, principal under the Loan to be funded in a series of Advances during the initial full twelve (12) month period following the Closing Date (the "Revolving Credit Period") not to exceed an outstanding balance Landlord evidence of the lesser renewal of US$10,000,000 or the Borrowing Baseletter of credit at least thirty (30) days prior to the effective expiration thereof. In If such renewal is not furnished by the Tenant to the Landlord within thirty (30) days of the expiration date of the letter of credit, the Landlord shall have the unrestricted right to cash the letter of credit and to retain the proceeds as security hereunder in accordance with the provisions terms and conditions as herein provided. Notwithstanding the foregoing, the letter of Section 4.2(c)(vcredit may be reduced (a) to the amount of FIVE HUNDRED THOUSAND AND 00/100 ($500,000.00) DOLLARS at the commencement of the sixth (6th) year of the lease term, provided that the Tenant has not previously been in default hereunder, beyond applicable notice and Section 4.2(c)(vicure periods, or (b) to an amount equal to three (3) months of the average Base Rent payable by Tenant during the Term of this AgreementLease, Advances would be made at such time as Tenant has achieved "a BBB-" rating from a major rating agency which is acceptable to the Landlord's mortgagee. Upon termination of this lease, and provided the Tenant is not in increments default hereunder and has performed all of at least US$50,000 but not more often than twice a month. As provided in Section 6.11 hereinits obligations under this lease, the proceeds Landlord shall return the security held by it hereunder to the Tenant. The Tenant hereby acknowledges that the Landlord shall have the right to apply all or any portion of the Loan will be disbursed security deposit against any Base Rent or Additional Rent which is owed by Lender solely to pay for Loan Costs (as such term is defined the Tenant beyond any applicable notice and cure period; in the Commitment)event of any application of the Tenant's security deposit, the Tenant hereby agrees that it shall replenish said security deposit upon Landlord's written demand. Anything herein contained to Borrower for amortization (principal or interest) of mortgage the contrary notwithstanding, it is expressly understood and non-mortgage debt owed by Borrower or by any Affiliates of Borrower and for sales, marketing, working capital, project development and administrative expenses incurred in the operations for the Resorts, and for future expansion of timeshare development in accordance with plans and projections acceptable to Lender (provided, however, agreed that the use of the proceeds of the Loan for such expansion said security deposit shall not adversely affect the operations of any of the Resorts)bear interest. The maximum Loan amount (exclusive Tenant covenants and agrees that it will not assign, pledge, hypothecate, mortgage or otherwise encumber the aforementioned security during the term of accrued but unpaid interest) which may be outstanding at any time under this Agreement lease. It is expressly understood and agreed that the Landlord shall have the right to co-mingle the security funds with its general funds and said security shall not exceed US$10,000,000.00, and Lender shall have no obligation whatsoever to make any Advance which would cause the aggregate outstanding principal balances of the Loan to exceed US$10,000,000.00. In the event that the proceeds of the Loan and any other amounts be required to be paid by Borrower hereunder are insufficient to segregated. If the Landlord transfers its interest in the Leased Premises during the term of this lease, the Landlord shall remain fully pay all costs as contemplated hereunder such proceeds will be applied, or if liable for the use return of the Loan proceeds varies materially (as determined reasonably and security funds unless such transferee shall assume in good faith by Lender) from writing all obligations provided hereunder with respect to the uses described herein, then Lender shall have no obligation to fund (or continue funding) the Loan or any portion thereof; provided, however, that, Borrower shall be permitted to provide from its own funds an amount sufficient to cover that portion of the Loan proceeds used for uses materially varying from the uses described hereinsecurity funds.

Dollars. Upon The Buyer hereby agrees to comply with all of the terms of the sale as stated in this Memorandum of Sale. The Buyer agrees to pay the Seller Ten Percent (10%) of the sale price as a non-refundable deposit, of which TWENTY THOUSAND ($20,000.00) DOLLARS is due at the auction, and subject the remainder of the 10% non-refundable deposit in the amount of $ is due on or before 12:00 P.M. on Monday, December 13, 2021. As part of the ten percent non-refundable deposit the Buyer has paid to the conditions set forth Seller in the sum of TWENTY THOUSAND ($20,000.00) DOLLARS with certified funds this Agreement, Lender shall advance day and agrees to Borrower, and Borrower may borrow, repay and reborrow, principal under pay the Loan to be funded in a series of Advances during the initial full twelve (12) month period following the Closing Date (the "Revolving Credit Period") not to exceed an outstanding balance of the lesser of US$10,000,000 or the Borrowing Base. In accordance with the provisions of Section 4.2(c)(v) and Section 4.2(c)(vi) of this Agreement, Advances would be made in increments of at least US$50,000 but not more often than twice a month. As provided in Section 6.11 herein, the proceeds of the Loan will be disbursed by Lender solely to pay for Loan Costs (as such term is defined in the Commitment), to Borrower for amortization (principal or interest) of mortgage and ten percent non-mortgage debt owed by Borrower refundable deposit to the Seller with certified funds on or by any Affiliates of Borrower before the above referenced time and for sales, marketing, working capital, project development and administrative expenses incurred in the operations for the Resorts, and for future expansion of timeshare development in accordance with plans and projections acceptable date. Said sums shall be forfeited to Lender (provided, however, that the use of the proceeds of the Loan for such expansion shall not adversely affect the operations of any of the Resorts). The maximum Loan amount (exclusive of accrued but unpaid interest) which may be outstanding at any time under this Agreement shall not exceed US$10,000,000.00, and Lender shall have no obligation whatsoever to make any Advance which would cause the aggregate outstanding principal balances of the Loan to exceed US$10,000,000.00. In Seller in the event that the proceeds Buyer fails to comply with any terms of the Loan sale. Notwithstanding any and all forfeitures, said forfeitures shall not relieve the Buyer of his/her/their liability under this contract. If the Seller shall fail to fulfill for any reason the agreement contained herein the deposit shall be returned to the Buyer and all other amounts required obligations of all parties hereto shall cease and this agreement shall be void without recourse to the parties hereto. The Seller also reserves the right to convey the premises to the second highest bidder if the buyer fails to comply with the terms of the sale. The said real estate will be conveyed by a Tax Title Custodian Deed prepared and recorded by the Seller. The balance of the purchase price shall be paid in cash, certified check or bank check to the Town of Sterling and shall be delivered to the Town Treasurer no later than 1:00 P.M. on January 12, 2021. If said balance is not paid as stated herein the Buyer hereby agrees that said nonrefundable deposit shall be retained by the Seller as liquidated damages and all obligations of the Seller as set forth herein shall cease to exist. A portion or the entirety of the real estate described in this agreement and intended to be conveyed is Registered Land and, as such, is subject to the provisions of M.G.L Chapter 185. In order to comply with the terms of this agreement the Seller has filed a petition in the Land Court to obtain an Order that a new certificate of title be issued in the name of the Seller. Although the Seller has filed said petition it has no control over the time frame in which the Order will be issued. Because the Land Court may not issue the Order by the Time for Performance referenced above the Seller and Buyer agree to extend the Time for Performance from time to time as is necessary for the Seller to obtain the Order from the Court. Municipal Real Estate Taxes for the remainder of fiscal year 2022 and all of fiscal year 2023 in the amount of $ shall be added to the purchase price payable by the Buyer at the time the balance of the purchase price is paid. The buyer shall pay the cost of recording the deed conveying the real estate described below at the time the balance of the purchase price is paid. This amount is $310.00. The buyer shall pay the cost of all legal services to the Town regarding the sale of the property at the time the balance of the purchase price is paid. This amount is $1,500.00. In addition to the purchase price and the real estate taxes the Buyer shall also pay a “Buyer’s Premium” in the amount of 10% of the purchase price as stated above. This amount which is $ must be paid at the same time the balance of the purchase price is paid. The Buyer also agrees to execute a statement under Massachusetts General Laws Chapter 7 Section 40J, which discloses whether or not he/she/they hold(s) an elected public office and whether or not he/she/they is/are an employee of the Division of Capital Planning and Operations, and to execute an affidavit under the provisions of Massachusetts General Laws Chapter 60 Section 77B as amended by Borrower hereunder Chapter 803 of the Acts of 1986 in which he/she/they make(s) an oath stating that he/she/they has/have never been convicted of the crime of arson or of aiding in the commission of the crime of arson or the fraudulent filing of a claim for fire insurance or is/are insufficient not delinquent in the payment of real estate taxes to fully the Town of Sterling. No representations or warranties of any kind regarding the existence and/or absence of any hazardous material, including but not limited to any type of mold, lead paint or asbestos in or on the premises is made, which materials, if any, may be subject to the provisions of Massachusetts General Law Chapter 21E or Massachusetts General Laws Chapter 111 Section 190-199 and/or any regulations promulgated there under. The Buyer also agrees to enter into an agreement with the Health Director of the Town of Sterling Board of Health pursuant to Title V, 310 CMR 15.301 (4) (b) which states that he/she/they agree to upgrade the existing septic system/cesspool located on said property or to connect the facility to a sanitary sewer or a shared system within the next two years from the date title is transferred to the Buyer. Verbal descriptions by the Town of Sterling, its Agents, the Custodian, the Auctioneer or anyone connected with this sale shall not invalidate nor become part of this sale as the Buyer agrees that he/she has examined the premises to his/her satisfaction and accepts all known and unknown defects. The Town of Sterling, its Agents, the Custodian and the Auctioneer shall not be liable for any reason whatsoever as to the accuracy of the description of the listed premises, the bounds, area involved, building and/or buildings, or taxes. The Buyer is buying subject to “GUARANTEED PERFORMANCE” of the amount bid and entered onto the Memorandum of Sale. Guaranteed Performance is understood to mean that in the event of default by the Buyer, necessitating a resale at public auction for any lesser amount, the Buyer will pay the difference between his/her bid and that of the resale bid. The Buyer further agrees to pay all costs as contemplated hereunder such proceeds will be applied, or if the use of the Loan proceeds varies materially (as determined reasonably collecting said deficiency and in good faith by Lender) from the uses described herein, then Lender reasonable attorney fees and court costs. The Buyer shall have no obligation claim to fund (any excess consideration obtained by a resale. The Custodian reserves the right to re-offer the listed parcel, opening at the last bid, in the event two or continue fundingmore bidders claim to be the successful bidder. The Custodian reserves the right to accept or reject any or all bids. The Town of Sterling, its Agents and the Custodian make no representations as to the status of the land use. The Buyer shall assume the responsibility of obtaining any and all permits from the Federal, State, and local authorities as maybe required for land use, building, zoning and conservation. The Premises are being sold subject to any and all rights, rights of way, restrictions, orders of conditions, easements, local zoning laws and regulations, covenants, and improvements if any there be. The Buyer acknowledges that he/she/they is/are aware that the property is being sold “AS IS” and further acknowledge(s) that no representations or warranties of any kind regarding the Loan property have been made by the Seller. The Buyer is acquiring the property based solely on his/her/their independent investigation and inspection of the property, and not in reliance on any information, whether verbal or written, supplied or provided by the Seller or any portion thereof; provided, however, that, Borrower representative of the Seller. If a material defect in the recorded title shall be permitted claimed by the Buyer, the Buyer shall notify the Seller in writing at least ten (10) days prior to provide from its own funds an amount sufficient to cover that portion the date for the delivery of the Loan proceeds used for uses materially varying deed stated above and the Seller shall be entitled to elect to either terminate this agreement or use thirty (30) days from the uses described hereindate of notice thereof to perfect said title. If the Seller elects to perfect title, but is unable to clear the record title or to make conveyance as above stipulated, the deposit made hereunder shall be refunded to the Buyer and all obligations of all the parties hereto shall cease and be null and void. Xxxxx’s sole recourse in the event of the Seller’s failure to deliver title as required herein is the return of the deposit.

Dollars. Upon Said sum shall be held by Landlord as a Security Deposit for the terms faithful performance by Tenant of all of the terms, covenants, and subject conditions of this Lease to be kept and performed by Tenant during the term hereof. If Tenant defaults with respect to any provision of this Lease, including, but not limited to, the provisions relating to the conditions set forth in this Agreement, Lender shall advance to Borrower, payment of rent and Borrower may borrow, repay and reborrow, principal under the Loan to be funded in a series of Advances during the initial full twelve (12) month period following the Closing Date (the "Revolving Credit Period") not to exceed an outstanding balance of the lesser of US$10,000,000 or the Borrowing Base. In accordance with the provisions of Section 4.2(c)(v) and Section 4.2(c)(vi) of this Agreement, Advances would be made in increments of at least US$50,000 but not more often than twice a month. As provided in Section 6.11 herein, the proceeds of the Loan will be disbursed by Lender solely to pay for Loan Costs (as such term is defined in the Commitment), to Borrower for amortization (principal or interest) of mortgage and non-mortgage debt owed by Borrower or by any Affiliates of Borrower and for sales, marketing, working capital, project development and administrative expenses incurred in the operations for the Resorts, and for future expansion of timeshare development in accordance with plans and projections acceptable to Lender (provided, however, that the use of the proceeds of the Loan for such expansion shall not adversely affect the operations of any of the Resorts). The maximum Loan amount monetary sums due herewith, Landlord may (exclusive of accrued but unpaid interest) which may be outstanding at any time under this Agreement shall not exceed US$10,000,000.00be required to) use, apply or retain all or any part of this Security Deposit for the payment of any other amount which Landlord may spend by reason of Tenant's default or to compensate Landlord for any other loss or damage which Landlord may suffer by reason of Tenant's default. If any portion of said Deposit is so used or applied, Tenant shall, within ten (10) days after written demand therefor, deposit cash with Landlord in the amount sufficient to restore the Security Deposit to its original amount. Tenant's failure to do so shall be a material breach of this Lease. Landlord shall not be required to keep this Security Deposit separate from its general funds, and Lender Tenant shall have no obligation whatsoever not be entitled to make interest on such Deposit. If Tenant fully and faithfully performs every provision of this Lease to be performed by it (however, if Tenant is in default of said Lease and the default can be cured by applying the credit or a portion thereof to cure the default, the remaining balance (if any) of said credit shall be applied to Tenant's account), the Security Deposit or any Advance which would cause balance thereof shall be returned to Tenant (or at Landlord's option, to the aggregate outstanding principal balances last assignee of Tenant's interest hereunder) at the expiration of the Loan to exceed US$10,000,000.00Lease term and after Tenant has vacated the Premises. In the event that of termination of Landlord's interest in this Lease, Landlord shall transfer said Deposit to Landlord's successor in interest whereupon Tenant agrees to release Landlord from liability for the proceeds return of such Deposit or the Loan and any other amounts required to be paid by Borrower hereunder are insufficient to fully pay all costs as contemplated hereunder such proceeds will be applied, or if the use of the Loan proceeds varies materially (as determined reasonably and in good faith by Lender) from the uses described herein, then Lender shall have no obligation to fund (or continue funding) the Loan or any portion thereof; provided, however, that, Borrower shall be permitted to provide from its own funds an amount sufficient to cover that portion of the Loan proceeds used for uses materially varying from the uses described hereinaccounting therefor.

Dollars. Upon Xxxxx hereby agrees to comply with all of the terms of the sale as stated in this Memorandum of Sale as well as the additional terms, which are attached hereto. Buyer has this day paid to Seller Five Thousand ($5,000.00) Dollars as a non- refundable deposit on the sale. Said deposit shall be forfeited to the use of Seller in the event that Xxxxx fails to comply with any terms of the sale. Notwithstanding any and all forfeitures, said forfeitures shall not relieve the Buyer of any liability under this contract. The balance of the purchase price shall be paid in cash, certified or treasurer's check and shall be deposited with the office of Xxxxx, Deachman and Xxxxx, PLLC, 0000 Xxx Xxxxxx, Xxxxxxxxxx, XX 00000 within Forty-Five (45) days. The said real estate will be conveyed by a Mortgagee's Foreclosure Deed upon receipt of the balance of the purchase price. All of this to be accomplished during normal banking hours and time is of the essence. No personal property of any nature is included in this contract or sale except such as are particularly mentioned in writing herein. In addition to the purchase price, the Buyer shall also pay all unpaid real estate taxes, water and sewer bills, municipal liens, tax titles, betterments and assessments, State of New Hampshire document tax stamps ($15 per thousand) and recording charges as required by the Registry of Deeds. Seller acknowledges that Seller has this day received from the Buyer the sum of Five Thousand ($5,000.00) Dollars as a non-refundable deposit towards this purchase. The real estate is situated at and numbered 000 Xxxxx Xxxxxx Xxxx, Xxxxxx Xxxxxxx, XX and specifically identified in a Mortgage Deed from Salem Five Mortgage Company, LLC, the Mortgagor to Xxxxxxx Xxxxx and Xxxxx Xxxxx, the Mortgagee dated September 28, 2007, recorded with the Xxxxxxx County Registry of Deeds in Book 2665, Page750, assigned to Salem Five Cents Savings Bank assignment dated June 24, 2005 and recorded in said Registry at Book 2665, Page 771, this day sold by said Auctioneer at public auction for the sale price as noted above, subject to any and all terms and conditions of the sale. Witnessed by: Buyer: Buyer: Salem Five Cents Savings Bank By: ADDITIONAL TERMS AND CONDITIONS The successful bidder shall be required to execute a Memorandum of Sale upon acceptance of the bid. Subject property will be sold to the highest bidder who must make a deposit of Five Thousand ($5,000.00) Dollars in cash, certified or treasurer's check at time and place of sale. Balance of the purchase price is to be paid in cash, by certified check or by bank cashier's check in or within Forty-Five (45) days thereafter, to be delivered to the office of Xxxxx Xxxxxxxx and Xxxxx, PLLC, 0000 Xxx Xxxxxx, Xxxxxxxxxx, XX 00000 . All of this to be accomplished during normal banking hours and time is of the essence. If after the premises are sold the successful bidder shall refuse to execute a Memorandum of Sale, or if after signing, the bidder does not perform their part of the agreement, the deposit shall be forfeited. In case of forfeiture, the deposit shall become the property of the Seller and such forfeiture shall not release the successful bidder from this agreement. The Seller/Mortgagee reserves the right to convey the premises to the second highest bidder at the last highest bid without further notice by publication or otherwise under the same terms and conditions as were offered at today's foreclosure auction. Said second highest bidder will have three (3) days after notification by the foreclosing Mortgagee to make the required deposit and sign the foreclosure Memorandum of Sale. Should said second highest bidder refuse to execute a Memorandum of Sale or fail to so perform thereunder, then the Mortgagee shall have the option to purchase the premises for the amount of the second highest bid. The premises are also being sold subject to any and all outstanding taxes, tax titles, municipal liens, water and sewer use charges, betterments, or assessments, superior encumbrances, occupants or leases, etc., if any there be. The Buyer will be responsible for all taxes, water, sewer and refuse charges, interest, demands, late charges, etc., through the date of passing. Initials: Additionally, the Buyer will be responsible for 100% of buyer and seller’s documentary recording stamps, plus any and all recording charges and surcharges as required by the Registry of Deeds. The Buyer at this foreclosure sale is advised and made aware of the following:  The premises shall be conveyed subject to any tenants and/or occupants and subject to any leases, if any, affecting the conditions set forth in this Agreementpremises. No representation is made by the mortgage holder regarding security deposits, Lender shall advance whether the present tenants/occupants are subject to Borrowerrent control, and Borrower may borrow, repay and reborrow, principal under or what the Loan to be funded in a series of Advances during the initial full twelve (12) month period following the Closing Date (the "Revolving Credit Period") not to exceed an outstanding balance of the lesser of US$10,000,000 or the Borrowing Base. In accordance with the provisions of Section 4.2(c)(v) and Section 4.2(c)(vi) monthly rental income is from such tenancies;  If as of this Agreementdate there are any tenants/occupants on said premises and the Buyer at this foreclosure sale wishes to evict any such tenant/occupant, Advances would be made in increments of Buyer must do so at least US$50,000 but not more often than twice a month. As provided in Section 6.11 hereinBuyer’s own expense;  Radon Gas: Radon gas, the proceeds product of the Loan will be disbursed by Lender solely to pay for Loan Costs (as such term is defined decay of radioactive materials in the Commitment)rock, to Borrower for amortization (principal or interest) of mortgage and non-mortgage debt owed by Borrower or by any Affiliates of Borrower and for sales, marketing, working capital, project development and administrative expenses incurred in the operations for the Resorts, and for future expansion of timeshare development in accordance with plans and projections acceptable to Lender (provided, however, that the use of the proceeds of the Loan for such expansion shall not adversely affect the operations of any of the Resorts). The maximum Loan amount (exclusive of accrued but unpaid interest) which may be outstanding at any time under this Agreement shall not exceed US$10,000,000.00, found in some areas of New Hampshire. This gas may pass into a structure through the ground or through water from a deep well. Testing can establish its presence and Lender shall have no obligation whatsoever equipment is available to make any Advance which would cause the aggregate outstanding principal balances of the Loan to exceed US$10,000,000.00. In the event that the proceeds of the Loan and any other amounts required to be paid by Borrower hereunder are insufficient to fully pay all costs as contemplated hereunder such proceeds will be applied, or if the use of the Loan proceeds varies materially (as determined reasonably and in good faith by Lender) remove it from the uses described hereinair or water.  Subject to any Right of Redemption by the United States of America or its agencies or subsidiaries, then Lender shall have no obligation to fund (or continue funding) the Loan or if any portion thereof; provided, however, that, Borrower shall be permitted to provide from its own funds an amount sufficient to cover that portion of the Loan proceeds used for uses materially varying from the uses described herein.there be;

Dollars. Upon The Lessee shall pay the terms Net Minimum Rental due for the first month of the Term on or before the Commencement Date. The Lessee also agrees to pay, as additional rental, when due or payable, and subject except as otherwise expressly provided herein, all other obligations and liabilities which the Lessee assumes and agrees to the conditions set forth pay by express assumption or agreement elsewhere in this Agreementlease, Lender shall advance to Borrowertogether with every fine, penalty, interest and Borrower cost which may borrowbe added thereto or become due or be imposed by operation of law for the non-payment or late payment thereof, repay and reborrowand, principal under in the Loan to be funded in a series event of Advances during any failure on the initial full twelve (12) month period following the Closing Date (the "Revolving Credit Period") not to exceed an outstanding balance part of the lesser of US$10,000,000 or the Borrowing Base. In accordance with the provisions of Section 4.2(c)(v) and Section 4.2(c)(vi) of this Agreement, Advances would be made in increments of at least US$50,000 but not more often than twice a month. As provided in Section 6.11 herein, the proceeds of the Loan will be disbursed by Lender solely Lessee so to pay for Loan Costs (as such term is defined in the Commitment), to Borrower for amortization (principal or interest) of mortgage and non-mortgage debt owed by Borrower or by any Affiliates of Borrower and for sales, marketing, working capital, project development and administrative expenses incurred in the operations for the Resorts, and for future expansion of timeshare development in accordance with plans and projections acceptable to Lender (provided, however, that the use of the proceeds of the Loan for such expansion shall not adversely affect the operations of discharge any of the Resorts)same, the Lessor shall have all rights and remedies as in the case of non-payment of the Net Minimum Rental. The maximum Loan amount (exclusive of accrued but unpaid interest) which may be outstanding Lessee also agrees to pay to the Lessor, on demand, as additional rental, interest at any time under this Agreement shall not exceed US$10,000,000.00, and Lender shall have no obligation whatsoever to make any Advance which would cause the aggregate outstanding principal balances Lease Interest Rate on all overdue installments of the Loan to exceed US$10,000,000.00Net Minimum Rental and additional rental from the respective due dates thereof until payment thereof in full. In the event that the proceeds aggregate of all payments (whether denominated as Net Minimum Rental, additional rental or otherwise) received by or paid to discharge an obligation of the Loan Lessee as 8 result of any assignment, subletting or permission to use or occupy the Premises described in Section 11(e), whether or not the Lessor shall have consented thereto (it being agreed by the Lessee that nothing herein contained shall in any way affect the covenant herein elsewhere contained prohibiting an assignment hereof or underletting to or use, occupation or improvement by, others of the Premises or any part thereof without the Lessor's prior written consent), shall exceed the aggregate of the Net Minimum Rental, additional rental and other payments herein payable by or on behalf of the Lessee, then, and in such event, the Lessee agrees to forthwith pay, as additional rental, the full amount of any such excess. The Net Minimum Rental and all items of additional rental shall be paid to the Lessor at the Lessor's address set forth in Section l(o), except that the Lessor may by written notice to the Lessee designate another address for purposes of this sentence. In addition to all of the rights and remedies of the Lessor set forth in this lease, if the Lessee shall fail to pay any item of rental due hereunder (whether denominated as Net Minimum Rental, additional rental or otherwise) within ten (10) days after the same shall have become due and payable, then and in such event the Lessee shall also pay to the Lessor a late payment service charge (in order to partially defray the Lessor's administrative and other amounts overhead expenses) equal to the greater of Fifty 00/100 ($50.00) Dollars or one-half of one (1/2%) percent of such unpaid sum per day for each day or part thereof after the due date thereof during which such payment shall not have been received by the Lessor, but in no event in excess of any maximum interest rate (if such sum shall be denominated as interest by any court of competent jurisdiction) permissible under applicable law, it being understood that nothing herein shall be deemed to extend the due date for payment of any sums required to be paid by Borrower the Lessee hereunder are insufficient or to fully pay all costs as contemplated hereunder such proceeds will be applied, or if relieve the use Lessee of the Loan proceeds varies materially (as determined reasonably and in good faith by Lender) from the uses described herein, then Lender shall have no its obligation to fund (pay such sums at any time or continue funding) the Loan or any portion thereof; provided, however, that, Borrower shall be permitted to provide from its own funds an amount sufficient to cover that portion of the Loan proceeds used for uses materially varying from the uses described hereintimes required by this lease.

Dollars. Upon The Security Deposit shall be retained as security (interest free) for the terms faithful performance by Tenant of all terms, covenants and subject conditions herein. Landlord is given permission to the conditions set forth in this Agreement, Lender shall advance to Borrowercommingle said Security Deposit, and Borrower the Landlord, at Landlord's sole discretion, may borrow, repay and reborrow, principal under the Loan to be funded in a series of Advances during the initial full twelve (12) month period following the Closing Date (the "Revolving Credit Period") not to exceed an outstanding balance of the lesser of US$10,000,000 at any time apply said Security Deposit or the Borrowing Base. In accordance with the provisions of Section 4.2(c)(v) and Section 4.2(c)(vi) of this Agreement, Advances would be made in increments of at least US$50,000 but not more often than twice a month. As provided in Section 6.11 herein, the proceeds of the Loan will be disbursed any part thereof against any default by Lender solely to pay for Loan Costs (as such term is defined in the Commitment), to Borrower for amortization (principal or interest) of mortgage and non-mortgage debt owed by Borrower or by any Affiliates of Borrower and for sales, marketing, working capital, project development and administrative expenses incurred in the operations for the Resorts, and for future expansion of timeshare development in accordance with plans and projections acceptable to Lender (provided, however, that the use of the proceeds of the Loan for such expansion shall not adversely affect the operations Tenant of any of the Resorts). The maximum Loan terms, covenants and conditions of this Lease, hi such event, Tenant shall upon demand deposit with Landlord the amount (exclusive of accrued but unpaid interest) which may be outstanding at any time under this Agreement shall not exceed US$10,000,000.00, and Lender so applied so that Landlord shall have no obligation whatsoever to make any Advance which would cause the aggregate outstanding principal balances full amount of the Loan Security Deposit on hand at all times during the Term of this Lease. Upon the expiration of this Lease, the Tenant shall surrender possession of the Premises as required in Paragraph 22 herein. Landlord is given permission to exceed US$10,000,000.00deduct from said Security Deposit the cost of any cleaning or repairs to the Premises, upon vacating of Tenant. Security Deposit or any remaining portion will be returned within 15 days after the termination of this tenancy or completion of the repairs necessitated by Tenant's misuse of the Premises or any default in the faithful performance by Tenant of any terms, covenants and conditions of this Lease. In the event that the proceeds Security Deposit is not sufficient to pay all charges due, Tenant shall pay said charges within three (3) days after receiving written notice from the Landlord. Provided Tenant is not in default -------- under this Lease at the end of the Loan and any other amounts required first Lease Year, the Landlord shall return to be paid by Borrower hereunder are insufficient to fully pay all costs as contemplated hereunder such proceeds will be applied, or if the use Tenant Twenty Thousand ($20,000.00) Dollars of the Loan proceeds varies materially (as determined reasonably and Security Deposit. Provided Tenant is not in good faith by Lender) from default under this Lease at the uses described herein, then Lender shall have no obligation to fund (or continue funding) the Loan or any portion thereof; provided, however, that, Borrower shall be permitted to provide from its own funds an amount sufficient to cover that portion end of the Loan proceeds used second ---- Lease Year, the Landlord shall return to the Tenant an additional Fifteen Thousand ($15,000.00) Dollars of the Security Deposit leaving the balance of Twenty-Five Thousand ($25,000.00) Dollars to secure the faithful performance by Tenant of all terms, covenants and conditions of this Lease for uses materially varying from the uses described hereinremainder of the Term.

Dollars. Upon Said sum shall be held by Landlord as a Security Deposit for the terms faithful performance by Tenant of all of the terms. Covenants, and subject conditions of this Lease to be kept and performed by Tenant during the term hereof. If Tenant defaults with respect to any provision of this Lease, including, but not limited to, the provisions relating to the conditions set forth in this Agreement, Lender shall advance to Borrower, payment of rent and Borrower may borrow, repay and reborrow, principal under the Loan to be funded in a series of Advances during the initial full twelve (12) month period following the Closing Date (the "Revolving Credit Period") not to exceed an outstanding balance of the lesser of US$10,000,000 or the Borrowing Base. In accordance with the provisions of Section 4.2(c)(v) and Section 4.2(c)(vi) of this Agreement, Advances would be made in increments of at least US$50,000 but not more often than twice a month. As provided in Section 6.11 herein, the proceeds of the Loan will be disbursed by Lender solely to pay for Loan Costs (as such term is defined in the Commitment), to Borrower for amortization (principal or interest) of mortgage and non-mortgage debt owed by Borrower or by any Affiliates of Borrower and for sales, marketing, working capital, project development and administrative expenses incurred in the operations for the Resorts, and for future expansion of timeshare development in accordance with plans and projections acceptable to Lender (provided, however, that the use of the proceeds of the Loan for such expansion shall not adversely affect the operations of any of the Resorts). The maximum Loan amount monetary sum due herewith, Landlord may (exclusive of accrued but unpaid interest) which may be outstanding at any time under this Agreement shall not exceed US$10,000,000.00be required to) use, apply or retain all or any part of this Security Deposit for the payment of any other amount which Landlord may spend by reason of Tenant's default or to compensate Landlord for any other loss or damage which Landlord may suffer by reason of Tenant's default. If any portion of said Deposit is so used or applied, Tenant shall, within ten (10) days after written demand therefor, deposit cash with Landlord in the amount sufficient to restore the Security Deposit to its original amount. Tenant's failure to do so shall be a material breach of this Lease. Landlord shall not be required to keep this Security Deposit separate from its general funds, and Lender Tenant shall have no obligation whatsoever not be entitled to make interest on such Deposit. If Tenant fully and faithfully performs every provision of this Lease to be performed by it, the Security Deposit or any Advance which would cause balance thereof shall be returned to Tenant (or at Landlord's option, to the aggregate outstanding principal balances last assignee of Tenant's interest hereunder) at the expiration of the Loan to exceed US$10,000,000.00Lease term and after Tenant has vacated the Premises. In the event that of' termination of Landlord's interest in this Lease. Landlord shall transfer said Deposit to Landlord's successor in interest whereupon Tenant agrees to release Landlord from liability for the proceeds return of such Deposit or the Loan and any other amounts required to be paid by Borrower hereunder are insufficient to fully pay all costs as contemplated hereunder such proceeds will be applied, or if the use of the Loan proceeds varies materially (as determined reasonably and in good faith by Lender) from the uses described herein, then Lender shall have no obligation to fund (or continue funding) the Loan or any portion thereof; provided, however, that, Borrower shall be permitted to provide from its own funds an amount sufficient to cover that portion of the Loan proceeds used for uses materially varying from the uses described hereinaccounting therefor.

Dollars. Upon The Letter of Credit shall provide that it is assignable by Sublandlord without charge and shall either (A) expire on the terms and subject date which is 60 days after the scheduled expiration of this Sublease (the “LC Date”) or (B) be automatically self-renewing until the LC Date. If any Letter of Credit is not renewed at least thirty (30) days prior to the conditions set forth expiration thereof or if Subtenant holds over in the Premises without the consent of Sublandlord after the expiration or termination of this AgreementSublease, Lender Sublandlord may draw upon the Letter of Credit and hold the proceeds thereof as security for the performance of Subtenant’s obligations under this Sublease or utilize such proceeds as provided herein. Upon delivery to Sublandlord of a new Letter of Credit, Sublandlord shall advance return to BorrowerSubtenant such proceeds. If Sublandlord shall have so drawn upon the Security Deposit or the Letter of Credit (or the proceeds thereof), and Borrower may borrowSubtenant shall, repay and reborrowupon demand, principal under deposit with Sublandlord a sum equal to the Loan to be funded in a series of Advances during amount so drawn by Sublandlord, or restore the initial full twelve (12) month period following the Closing Date (the "Revolving Credit Period") not to exceed an outstanding balance amount of the lesser Letter of US$10,000,000 or Credit to the Borrowing Base. In accordance with the provisions of Section 4.2(c)(v) and Section 4.2(c)(vi) of this Agreement, Advances would be made in increments of at least US$50,000 but not more often than twice a month. As provided in Section 6.11 herein, the proceeds of the Loan will be disbursed by Lender solely to pay for Loan Costs (as such term is defined in the Commitment), to Borrower for amortization (principal or interest) of mortgage and non-mortgage debt owed by Borrower or by any Affiliates of Borrower and for sales, marketing, working capital, project development and administrative expenses incurred in the operations for the Resorts, and for future expansion of timeshare development in accordance with plans and projections acceptable to Lender (provided, however, that the use of the proceeds of the Loan for such expansion shall not adversely affect the operations of any of the Resorts). The maximum Loan amount (exclusive of accrued but unpaid interest) which may be outstanding at any time under this Agreement shall not exceed US$10,000,000.00, and Lender shall have no obligation whatsoever to make any Advance which would cause the aggregate outstanding principal balances of the Loan to exceed US$10,000,000.00Security Amount. In the event that the proceeds Subtenant defaults beyond all applicable notice and cure periods in respect of any of the Loan terms, provisions, covenants and conditions of this Sublease, including but not limited to payment of any Base Rent or Additional Rent, Sublandlord may use, apply or retain the whole or any part of the Security Deposit so deposited or draw on the Letter of Credit for the payment of any such Base Rent or Additional Rent in default or for any other amounts sum which Sublandlord may expend or be required to be paid expend by Borrower hereunder are insufficient to fully pay all costs as contemplated hereunder such proceeds will be appliedreason of Subtenant’s default, including any damages or if deficiency in the use reletting of the Loan proceeds varies materially (as determined reasonably and in good faith Premises, whether such damage or deficiency may accrue before or after summary proceedings or other re-entry by Lender) from Sublandlord. In the event Sublandlord uses described herein, then Lender shall have no obligation to fund (or continue funding) the Loan or any portion thereof; provided, however, that, Borrower shall be permitted to provide from its own funds an amount sufficient to cover that portion of the Loan Security Deposit or Letter of Credit during the Term of this Sublease, Subtenant shall, within ten (10) days thereafter, deposit with Sublandlord such additional sums, so that, at all times, Sublandlord is holding an amount equal to the Security Amount in cash or letter of credit. In the event that Subtenant shall fully and faithfully comply with all the terms, provisions, covenants and conditions of this Sublease, the Letter of Credit or Security Deposit or any balance of the proceeds used thereof, shall be returned to Subtenant within sixty (60) days after the earlier of (x) the time fixed as the expiration of the herein demised Term or (y) if Subtenant is not in default under this Sublease and provided Subtenant has not caused the termination of this Sublease, the earlier termination of this Sublease. In the absence of evidence satisfactory to Sublandlord of any assignment of the right to receive the Security Deposit or Letter of Credit, or the remaining balance of the proceeds thereof, Sublandlord may return the same to the original Subtenant, regardless of one or more assignments of the Sublease itself. If, as of the date of this Sublease, Subtenant has delivered to Sublandlord a Security Deposit, then Subtenant may, at any time, substitute for uses materially varying from such Security Deposit, a Letter of Credit reasonably acceptable to Sublandlord, which shall be deemed acceptable if in the uses described hereinform substantially of Exhibit F, and otherwise meeting the requirements of this Section. Upon Sublandlord’s receipt of such acceptable substitute Letter of Credit, Sublandlord shall return the original Security Deposit to Subtenant. Sublandlord agrees that simultaneously with presenting the Letter of Credit pursuant to this Section, Sublandlord shall present a statement to the issuer thereof (with a copy thereof given to Subtenant contemporaneously therewith) executed by a duly authorized representative of Sublandlord stating that a default has occurred hereunder beyond any applicable grace or cure periods and is continuing under this Sublease and that Sublandlord is entitled to draw on the Letter of Credit.

Dollars. Upon This deposit shall be held by Lessor as security for payment of all rent and other sums of money payable for the terms and subject to the conditions set forth in this Agreement, Lender shall advance to Borrower, and Borrower may borrow, repay and reborrow, principal under the Loan to be funded in a series of Advances during the initial full twelve (12) month period following the Closing Date (the "Revolving Credit Period") not to exceed an outstanding balance of the lesser of US$10,000,000 or the Borrowing Base. In accordance with the provisions of Section 4.2(c)(v) and Section 4.2(c)(vi) of this Agreement, Advances would be made in increments of at least US$50,000 but not more often than twice a month. As provided in Section 6.11 herein, the proceeds of the Loan will be disbursed by Lender solely to pay for Loan Costs (as such term is defined in the Commitment), to Borrower for amortization (principal or interest) of mortgage and non-mortgage debt owed by Borrower or by any Affiliates of Borrower and for sales, marketing, working capital, project development the faithful performance by Lessee of all other covenants and administrative expenses incurred in the operations for the Resorts, and for future expansion of timeshare development in accordance with plans and projections acceptable to Lender (agreements; provided, however, that the use of the proceeds of the Loan for such expansion shall not adversely affect the operations of any of the Resorts). The maximum Loan amount (exclusive of accrued but unpaid interest) which may be outstanding at any time under this Agreement shall not exceed US$10,000,000.00, and Lender Lessee shall have no obligation whatsoever right to make require Lessor to indemnify itself from this deposit for any Advance which would cause the aggregate outstanding principal balances particular violation or default of the Loan to exceed US$10,000,000.00. In the event that the proceeds of the Loan and any other amounts required to be paid by Borrower hereunder are insufficient to fully pay all costs as contemplated hereunder such proceeds will be appliedLessee, or if the use of this deposit to indemnify Lessor being within Lessor's sole discretion. If all or any part of the Loan proceeds varies materially (as determined reasonably deposit is applied to an obligation of Lessee hereunder, Lessee shall immediately upon request by Lessor restore said deposit to its original amount. No interest shall be payable to Lessee on account of this deposit and in good faith Lessor may commingle the funds from this deposit with other of its funds. Upon any conveyance by Lender) from Lessor of its interest under this lease, the uses described herein, then Lender shall have no obligation deposit may be delivered by Lessor to fund Lessor's grantee or transferee (or continue funding) accounted for by means of an adjustment between seller and buyer). Upon any such delivery or accounting, Lessee hereby releases Lessor of any and all liability with respect to the Loan deposit, its application and return, and Lessee agrees to look solely to such grantee or transferee. This deposit, or any portion part thereof; provided, howevernot previously applied by Lessor, that, Borrower shall be permitted returned to provide from its own funds an amount sufficient to cover Lessee only after the Expiration Date or the date on which any renewal term expires, and only after Lessee has fully vacated the Premises, notwithstanding that portion this lease has been terminated by Lessor; it being the intention of the Loan proceeds used parties that this deposit shall secure Lessor not only as to default by Lessee before such termination, but also to secure Lessor from any deficiency of rent or other charges payable to Lessor by Lessee. Provided that as of the beginning of the thirteenth (13th) month of the term, Lessee is not or has not been in default of this Lease beyond any applicable cure period and has paid installments of rent in a timely manner (on or before the date on which it is due), Lessor shall apply $3,425.00 of said security deposit towards Base Rent owed by Lessee for uses materially varying from the uses described hereinthirteenth (13th) month of the original term of this Lease.

Dollars. Upon The remainder of the Security shall be deposited as follows: ONE HUNDRED THOUSAND AND 00/100 ($100,00000) DOLLARS in cash shall be deposited with Landlord on or before December 31, 2002; ONE HUNDRED THIRTY TWO THOUSAND FOUR HUNDRED FORTY SIX AND 00/100 ($132,446.00) DOLLARS will be deposited with Landlord on or before February 15, 2003. The letter of credit shall be payable upon sight draft, together with a certification of Landlord that Tenant is in default uncured pursuant to the terms and subject conditions of the lease. The Tenant shall be obligated to renew and furnish to Landlord evidence of the renewal of the letter of credit at least thirty (30) days prior to the conditions set forth in this Agreement, Lender shall advance effective expiration thereof. If such renewal is not furnished by Tenant to Borrower, and Borrower may borrow, repay and reborrow, principal under the Loan to be funded in a series of Advances during the initial full twelve Landlord within thirty (1230) month period following the Closing Date (the "Revolving Credit Period") not to exceed an outstanding balance days of the lesser expiration date of US$10,000,000 or the Borrowing Base. In letter of credit, Landlord shall have the unrestricted right to cash the letter of credit and to retain the proceeds as security hereunder in accordance with the provisions terms and conditions as herein provided. Landlord agrees to deposit the Cash Security in a segregated, interest bearing bank account. Interest earned on the Cash Security shall be for Tenant's account, and within thirty (30) days after notice from Tenant to Landlord given at any time after the commencement of Section 4.2(c)(v) and Section 4.2(c)(vi) of this Agreement, Advances would be made in increments of at least US$50,000 an Operating Year (but not no more often than twice a month. As provided once in Section 6.11 hereinany Operating Year), Landlord shall pay to Tenant the proceeds then-accrued interest on the Cash Security (along with reasonable evidence of the Loan will be disbursed by Lender solely amount thereof). During the continuance of an Event of Default, Landlord or Agent may, without notice to pay for Loan Costs (as such term is defined in Tenant, apply all or any part of the Commitment)Security, to Borrower for amortization (principal or interest) of mortgage and non-mortgage debt owed by Borrower or by any Affiliates of Borrower and for sales, marketing, working capital, project development and administrative expenses incurred in the operations extent required for the Resorts, and for future expansion of timeshare development in accordance with plans and projections acceptable to Lender (provided, however, that the use of the proceeds of the Loan for such expansion shall not adversely affect the operations payment of any of the Resorts). The maximum Loan amount (exclusive of accrued but unpaid interest) which may be outstanding at Rent or other sums due from Tenant hereunder, in addition to any time under this Agreement shall not exceed US$10,000,000.00, and Lender shall have no obligation whatsoever other remedies available to make any Advance which would cause the aggregate outstanding principal balances of the Loan to exceed US$10,000,000.00Landlord. In the event that the proceeds Security is so applied, Tenant shall, upon demand, immediately deposit with Landlord or Agent a sum equal to the amount so used, by certified or bank cashier's check. The Security (or any balance thereof) shall be returned to Tenant within 30 days after the last to occur of (i) the date the Term expires or terminates, (ii) delivery to Landlord of possession of the Loan Premises, in accordance with the terms and any other amounts required to be paid by Borrower hereunder are insufficient to fully pay all costs as contemplated hereunder such proceeds will be appliedof this Lease, or if (iii) delivery to landlord of evidence of compliance with ISRA, as hereinafter defined. Landlord may deliver the use Security to any purchaser of Landlord's interest in the Loan proceeds varies materially (as determined reasonably Premises, and in good faith by Lender) from the uses described herein, then Lender shall have no obligation to fund (or continue funding) the Loan or any portion thereof; provided, however, that, Borrower thereupon Landlord and Agent shall be permitted discharged from any further liability with respect to provide from its own funds an amount sufficient to cover the Security. Tenant covenants and agrees that portion it will not assign, pledge, hypothecate, mortgage or otherwise encumber the aforementioned security during the term of the Loan proceeds used for uses materially varying from the uses described hereinthis Lease.