Common use of Protection of Collateral; Reimbursement Clause in Contracts

Protection of Collateral; Reimbursement. The portion of the Collateral consisting of: (i) the original Pledged Notes Receivable (including, but subject to Section 3.2 hereof, the Ineligible Note Portfolio), (ii) the original Mortgages, (iii) the original purchase contract (including addendum) related to such Pledged Notes Receivable and Mortgages, and (iv) originals or true copies of the related truth-in-lending disclosure, loan application, warranty deed, and if required by Agent, the related Purchaser's acknowledgement receipt and the Exchange Company application and disclosures, shall be delivered at Borrower's expense to Agent, as agent for Lenders, at its East Hartford, Connecticut office, and held in Agent's possession and control until the Obligations are fully satisfied; and Borrower shall pay to Agent at the time of each Advance, to reimburse Agent for Agent's administrative costs, a custodial fee of $10.00 for each Pledged Note Receivable (and related Collateral) delivered into Agent's physical possession. The portion of the Collateral delivered to Agent as described above shall be segregated by Agent and stored in a fire-resistant filing cabinet; and Borrower agrees that such storage is and shall be deemed to constitute reasonable care by Agent with respect to such Collateral. All insurance expenses and all expenses of protecting the Collateral, including without limitation, storing, warehousing, insuring, handling, maintaining and shipping the Collateral, and any and all excise, property, intangibles, sales and use taxes imposed by any state, federal or local authority on any of the Collateral or in respect of the sale thereof shall be borne and paid by Borrower; and if Borrower fails to promptly pay any portion thereof when due, Agent may, at its option, but shall not be required to, pay the same and charge Borrower's account therefor, and Borrower agrees promptly to reimburse Agent therefor with interest accruing thereon daily at the Default Rate. All sums so paid or incurred by Agent for any of the foregoing and any and all other sums for which Borrower may become liable hereunder and all costs and expenses (including attorneys' and paralegals' fees, legal expenses and court costs) which Agent may incur in enforcing or protecting its Lien on, or rights and interest in, the Collateral or any of its rights or remedies under this Agreement or any other Loan Document or with respect to any of the transactions hereunder or thereunder, until paid by Borrower to Agent with interest at the Default Rate, shall be included among the Obligations, and, as such, shall be secured by all of the Collateral. Provided that Agent retains the original Pledged Notes Receivable and Mortgages, and originals or copies of the related Timeshare Documents delivered to it and listed above, in a fire-resistant filing cabinet as provided above, Agent shall not be liable or responsible in any way for the safekeeping of any of the Collateral or for any loss or damage thereto or for any diminution in the value thereof, or for any act or default of any warehouseman, carrier, forwarding agency, Lockbox Agent, Servicing Agent or any other Person whomsoever.

Protection of Collateral; Reimbursement. The portion of the Collateral consisting of: (i) the original Pledged Notes Receivable (including, but subject to Section 3.2 hereof, the Ineligible Note Portfolio), (ii) the original Mortgages, (iii) the original purchase contract (including addendum) related to such Pledged Notes Receivable and Mortgages, and (iv) originals or true copies of the related truth-in-lending disclosure, loan application, warranty deed, and if required by Agent, the related Purchaser's acknowledgement receipt and the Exchange Company application and disclosures, shall be delivered at Borrower's expense to Agent, as agent for Lenders, at its East Hartford, Connecticut office, and held in Agent's possession and control until the Obligations are fully satisfied; and Borrower shall pay to Agent at the time of each Advance, to reimburse Agent for Agent's administrative costs, a custodial fee of $10.00 for each Pledged Note Receivable (and related Collateral) delivered into Agent's physical possession. The portion of the Collateral delivered to Agent as described above shall be segregated by Agent and stored in a fire-resistant filing cabinet; and Borrower agrees that such storage is and shall be deemed to constitute reasonable care by Agent with respect to such Collateral. All insurance expenses and all expenses of protecting the Collateral, including without limitationprotecting, storing, warehousing, insuring, handling, maintaining maintaining, and shipping the any Collateral, and any and all excise, property, intangiblessales, sales and use use, or other taxes imposed by any state, federal federal, or local authority on any of the Collateral Collateral, or in respect of the sale thereof thereof, or otherwise in respect of the Mortgagor’s business operations which, if unpaid, could result in the imposition of any Lien upon the Collateral, shall be borne and paid by Borrower; and if Borrower the Mortgagor. If Mortgagor fails to promptly pay any portion thereof when due, Agent mayexcept as may otherwise be permitted under this Mortgage or under any of the other Loan Documents, Mortgagee, at its option, may, but shall not be required to, pay the same and charge Borrower's account therefor, and Borrower agrees promptly to reimburse Agent therefor with interest accruing thereon daily at the Default Ratesame. All sums so paid or incurred by Agent Mortgagee for any of the foregoing and any and all other sums for which Borrower the Mortgagor may become liable hereunder under this Mortgage and all costs and expenses (including reasonable attorneys' ’ fees and reasonable paralegals' ’ fees, legal expenses expenses, and court costs, expenses and other charges related thereto) which Agent may incur Mortgagee actually incurs in enforcing or protecting its Lien on, Liens on or rights and interest in, interests in the Collateral or any of its rights or remedies under this Agreement Mortgage or any other Loan Document agreement between the parties to this Mortgage or with in respect to of any of the transactions hereunder or thereunderto be had under this Mortgage shall be repayable on demand and, until paid by Borrower the Mortgagor to Agent Mortgagee with interest thereon at a rate per annum equal to the Default Rateapplicable rate set forth in the Note, shall be included among the Obligations, and, as such, shall be additional Secured Obligations under this Mortgage secured by all of the Collateral. Provided that Agent retains the original Pledged Notes Receivable and MortgagesUnless otherwise provided by law, and originals or copies of the related Timeshare Documents delivered to it and listed above, in a fire-resistant filing cabinet as provided above, Agent Mortgagee shall not be liable or responsible in any way for the safekeeping of any of the Collateral or for any loss or damage thereto or for any diminution in the value thereof, or for any act or default of any warehouseman, carrier, forwarding agency, Lockbox Agent, Servicing Agent or any other Person whomsoever.

Protection of Collateral; Reimbursement. The portion of the Collateral consisting of: of (a) the original Pledged Notes Receivable; (b) the original Pledged Put and Reserve Agreements; (c) the original Applicable Mortgages; and (d) all other original Loan Documents shall be delivered, at Borrower's expense, to Lender at its address as set forth in Section 11.1 hereof and, except as otherwise expressly provided herein to the contrary, held in Lender's possession, custody, and control until all of the Obligations have been fully satisfied. The portion of the Collateral consisting of (i) the original Pledged Consumer Notes Receivable (including, but subject to Section 3.2 hereof, and the Ineligible Note Portfolio), original Purchased Consumer Notes Receivable; (ii) the original true copies of fully executed Interval Mortgages, originals of which shall be delivered to Lender promptly following the recordation or registration thereof; (iii) the original purchase contract (including addendumany addenda thereto) related to such Pledged Consumer Notes Receivable and Interval Mortgages, ; and (iv) originals or true copies of the related truth-in-lending disclosuredisclosure statements and, loan application, warranty deed, and if required by AgentLender, loan applications, Interval deeds, the related Purchaser's acknowledgement receipt acknowledgments, receipts, owner's policies of title insurance, Payment Authorization Agreements, and the Exchange Company application exchange company applications and disclosures, shall be delivered delivered, at Borrower's expense expense, to Agent, as agent for Lenders, Lender at its East Hartfordaddress set forth in Section 11.1 hereof and, Connecticut officeexcept as otherwise expressly provided herein to the contrary, and held in AgentLender's possession possession, custody, and control until all of the Obligations are have been fully satisfied; . Alternatively, Lender may elect for Custodian to maintain possession, custody, and Borrower shall pay to Agent at the time control of each Advance, to reimburse Agent for Agent's administrative costs, a custodial fee all such documents and instruments during such period of $10.00 for each time. Each original Pledged Note Receivable, original Pledged Consumer Note Receivable (and related Collateral) original Purchased Consumer Note Receivable delivered into Agent's physical possessionto Lender shall be duly endorsed by use of an allonge with the words: "Pay to the order of FINOVA Capital Corporation, with recourse to the maker of the promissory note to which this allonge is attached but without recourse to Resort Funding, Inc., except to the extent provided in that certain Loan and Security Agreement dated as of September ____, 1999, by and among FINOVA Capital Corporation, and Resort Funding, Inc." Each original Pledged Consumer Note Receivable and original Purchased Consumer Note Receivable, prior to its endorsement by Borrower to Lender, shall be duly endorsed in a manner approved by Lender by the Applicable Underlying Developer to Borrower. The portion of the Collateral delivered to Agent Lender or Custodian as described above shall be segregated by Agent Lender or Custodian, as the case may be, and stored in a secure, fire-resistant filing cabinet; and , access to which is limited in a commercially reasonable manner. Borrower agrees that such storage is and shall be deemed to constitute reasonable care by Agent Lender with respect to such Collateral. All Except to the extent expressly included in the Custodian's fee as set forth in the Custodial Agreement, all insurance expenses and all other expenses of protecting the Collateral, including including, without limitation, storing, warehousing, insuring, handling, maintaining maintaining, and shipping the Collateral, and any and all excise, property, intangiblesintangible, sales sales, and use taxes imposed by any state, federal federal, or local governmental authority on any of the Collateral or in respect of the sale thereof shall be borne and paid by Borrower; and if Borrower fails to promptly pay any portion thereof when due, Agent may, at its option, but shall not be required to, pay the same and charge Borrower's account therefor, and Borrower agrees promptly to reimburse Agent therefor with interest accruing thereon daily at the Default Rate. All sums so paid or incurred by Agent for any of the foregoing and any Any and all other sums amounts for which Borrower may become liable hereunder and all costs and expenses (including attorneys' and paralegals' fees, legal expenses expenses, and court costs) which Agent that Lender may incur in enforcing or protecting its Lien on, or rights and interest in, the Collateral or any of its rights or remedies under this Agreement or any other Loan Document or with in respect to any of the transactions to be had hereunder or thereunder, until paid by Borrower to Agent Lender with interest at the Default Rate, shall be included among the Obligations, Obligations and, as such, shall be secured by all of the Collateral. Provided that Agent Lender or Custodian retains the original Pledged Notes Receivable, original Pledged Put and Reserve Agreements, Applicable Mortgages, original Pledged Consumer Notes Receivable and Mortgages, and originals or copies of the related Timeshare Documents original Purchased Consumer Notes Receivable delivered to it and listed above, in a secure, fire-resistant filing cabinet as provided above, Agent Lender shall not be liable or responsible in any way for the safekeeping of any of the Collateral or for any loss or damage thereto or for any diminution in the value thereof, or for any act or default of any warehouseman, carrier, forwarding agency, Lockbox Agent, Servicing Agent Custodian, or any other Person whomsoever, excluding damages or losses that occur as a result of Lender's gross negligence or willful misconduct.

Protection of Collateral; Reimbursement. The portion of the Collateral consisting of: (i) the original Pledged Notes Receivable (including, but subject to Section 3.2 hereof, the Ineligible Note Portfolio)Receivable, (ii) the original Mortgages, (iii) the original purchase contract contracts (including addendum) related to such Pledged Notes Receivable and Mortgages, and (iv) originals or true copies of the related truth-in-lending disclosure, loan application, warranty deed, and if required by Agent, the related Purchaser's ’s acknowledgement receipt and the Exchange Company application and disclosuresdisclosures and (v) such other items as Agent may determine from time to time in its Permitted Discretion, shall be delivered at Borrower's ’s expense to Agent, as agent for Lenders, at its East Hartford, Connecticut officethe Custodian, and held in Agent's Custodian’s possession and control until pursuant to the Obligations are fully satisfied; and Borrower shall pay to Agent at the time of each Advance, to reimburse Agent for Agent's administrative costs, a custodial fee of $10.00 for each Pledged Note Receivable (and related Collateral) delivered into Agent's physical possession. The portion of the Collateral delivered to Agent as described above shall be segregated by Agent and stored in a fire-resistant filing cabinet; and Borrower agrees that such storage is and shall be deemed to constitute reasonable care by Agent with respect to such CollateralCustodial Agreement. All insurance expenses fees and all expenses of protecting costs arising under the Collateral, including without limitation, storing, warehousing, insuring, handling, maintaining and shipping the Collateral, and any and all excise, property, intangibles, sales and use taxes imposed by any state, federal or local authority on any of the Collateral or in respect of the sale thereof Custodial Agreement shall be borne and paid by Borrower; and if Borrower fails to promptly pay any portion thereof when due, Agent may, at its option, but shall not be required to, pay the same and charge Borrower's ’s account therefor, and Borrower agrees promptly to reimburse Agent therefor with interest accruing thereon daily at the Default Rate. All sums so paid or incurred by Agent for any of the foregoing and any and all other sums for which Borrower may become liable hereunder and all costs and expenses (including attorneys' ’ and paralegals' ’ fees, legal expenses and court costs) which Agent may incur in enforcing or protecting its Lien on, or rights and interest in, the Collateral or any of its rights or remedies under this Agreement or any other Loan Document or with respect to any of the transactions hereunder or thereunder, until paid by Borrower to Agent with interest at the Default Rate, shall be included among the Obligations, and, as such, shall be secured by all of the Collateral. Provided that Agent retains the original Pledged Notes Receivable and Mortgages, and originals or copies of the related Timeshare Documents delivered to it and listed above, in a fire-resistant filing cabinet as provided above, Agent shall not be liable or responsible in any way for the safekeeping of any of the Collateral or for any loss or damage thereto or for any diminution in the value thereof, or for any act or default of the Custodian, Lockbox Agent, or Servicing Agent or any warehouseman, carrier, forwarding agency, Lockbox Agent, Servicing Agent or any other Person whomsoever.

Protection of Collateral; Reimbursement. The portion of the Collateral consisting of: of (i) the original Pledged Notes Receivable (including, but subject to Section 3.2 hereof, the Ineligible Note Portfolio)Receivable, (ii) the original Mortgages, (iii) the original purchase contract (including addendum) related to such Pledged Notes Receivable and Mortgages, and (iv) originals or true copies of the related truth-in-lending disclosure, loan application, warranty deed, and if required by Agent, the related Purchaser's acknowledgement receipt and the Exchange Company application and disclosures, shall be delivered at Borrower's expense to the Agent, as agent for the Lenders, at its East Hartford, Connecticut office, and held in Agent's possession and control until the Obligations are fully satisfied; and Borrower shall pay to Agent at the time of each Advance, to reimburse Agent for Agent's administrative costs, a custodial fee of $10.00 for each Pledged Note Receivable (and related Collateral) delivered into Agent's physical possession. The portion of the Collateral delivered to Agent as described above shall be segregated by Agent and stored in a fire-resistant filing cabinet; and Borrower agrees that such storage is and shall be deemed to constitute reasonable care by Agent with respect to such Collateral. All insurance expenses and all expenses of protecting the Collateral, including without limitation, storing, warehousing, insuring, handling, maintaining and shipping the Collateral, and any and all excise, property, intangibles, sales and use taxes imposed by any state, federal or local authority on any of the Collateral or in respect of the sale thereof shall be borne and paid by the Borrower; and if the Borrower fails to promptly pay any portion thereof when due, Agent may, at its option, but shall not be required to, pay the same and charge the Borrower's account therefor, and the Borrower agrees promptly to reimburse Agent therefor with interest accruing thereon daily at the Default Rate. All sums so paid or incurred by Agent for any of the foregoing and any and all other sums for which the Borrower may become liable hereunder and all costs and expenses (including attorneys' and paralegals' fees, legal expenses and court costs) which the Agent may incur in enforcing or protecting its Lien on, or rights and interest in, the Collateral or any of its rights or remedies under this Agreement or any other Loan Document or with in respect to any of the transactions to be had hereunder or thereunder, until paid by the Borrower to Agent with interest at the Default Rate, shall be included among the Obligations, and, as such, shall be secured by all of the Collateral. Provided that Agent retains the original Pledged Notes Receivable and Mortgages, and originals or copies of the related Timeshare Documents delivered to it and listed above, in a fire-resistant filing cabinet as provided above, Agent shall not be liable or responsible in any way for the safekeeping of any of the Collateral or for any loss or damage thereto or for any diminution in the value thereof, or for any act or default of any warehouseman, carrier, forwarding agency, the Lockbox Agent, Servicing Agent or any other Person whomsoever.

Protection of Collateral; Reimbursement. The portion of the Collateral consisting of: (i) the original Pledged Notes Receivable (including, but subject to Section 3.2 hereof, the Ineligible Note Portfolio)Receivable, (ii) the original Mortgages, (iii) the original purchase contract contracts (including addendum) related to such Pledged Notes Receivable and Mortgages, and (iv) originals or true copies of the related truth-in-lending disclosure, loan application, warranty deed, and if required by AgentLender, the related Purchaser's ’s acknowledgement receipt and the Exchange Company application and disclosures, shall be delivered at Borrower's ’s expense to Agent, as agent for Lenders, at its East Hartford, Connecticut officethe Custodian, and held in Agent's Custodian’s possession and control until pursuant to the Obligations are fully satisfied; and Borrower shall pay to Agent at the time of each Advance, to reimburse Agent for Agent's administrative costs, a custodial fee of $10.00 for each Pledged Note Receivable (and related Collateral) delivered into Agent's physical possession. The portion of the Collateral delivered to Agent as described above shall be segregated by Agent and stored in a fire-resistant filing cabinet; and Borrower agrees that such storage is and shall be deemed to constitute reasonable care by Agent with respect to such CollateralCustodial Agreement. All insurance expenses fees and all expenses of protecting costs arising under the Collateral, including without limitation, storing, warehousing, insuring, handling, maintaining and shipping the Collateral, and any and all excise, property, intangibles, sales and use taxes imposed by any state, federal or local authority on any of the Collateral or in respect of the sale thereof Custodial Agreement shall be borne and paid by Borrower; and if Borrower fails to promptly pay any portion thereof when due, Agent Lender may, at its option, but shall not be required to, pay the same and charge Borrower's ’s account therefor, and Borrower agrees promptly to reimburse Agent Lender therefor with interest accruing thereon daily at the Default Rate. All sums so paid or incurred by Agent Lender for any of the foregoing and any and all other sums for which Borrower may become liable hereunder and all costs and expenses (including attorneys' ’ and paralegals' ’ fees, legal expenses and court costs) which Agent Lender may incur in enforcing or protecting its Lien on, or rights and interest in, the Collateral or any of its rights or remedies under this Agreement or any other Loan Document or with respect to any of the transactions hereunder or thereunder, until paid by Borrower to Agent Lender with interest at the Default Rate, shall be included among the Obligations, and, as such, shall be secured by all of the Collateral. Provided that Agent retains the original Pledged Notes Receivable and Mortgages, and originals or copies of the related Timeshare Documents delivered to it and listed above, in a fire-resistant filing cabinet as provided above, Agent Lender shall not be liable or responsible in any way for the safekeeping of any of the Collateral or for any loss or damage thereto or for any diminution in the value thereof, or for any act or default of the Custodian, Lockbox Agent, or Servicing Agent or any warehouseman, carrier, forwarding agency, Lockbox Agent, Servicing Agent or any other Person whomsoever.

Protection of Collateral; Reimbursement. The portion of the Collateral consisting of: of (ia) the original Pledged Notes Receivable Receivable; (including, but subject to Section 3.2 hereof, the Ineligible Note Portfolio), (iib) the original Applicable Mortgages, (iii) the original purchase contract (including addendum) related to such Pledged Notes Receivable and Mortgages, ; and (ivc) originals or true copies of the related truth-in-lending disclosure, loan application, warranty deed, and if required by Agent, the related Purchaser's acknowledgement receipt and the Exchange Company application and disclosures, all other original Loan Documents shall be delivered delivered, at Borrower's expense expense, to Agent, as agent for Lenders, Lender at its East Hartfordaddress as set forth in Section 11.1 hereof and, Connecticut officeexcept as otherwise expressly provided herein to the contrary, and held in AgentLender's possession possession, custody, and control until all of the Obligations are have been fully satisfied; . Alternatively, Lender may elect for Custodian to maintain possession, custody, and Borrower shall pay to Agent at the time control of each Advance, to reimburse Agent for Agent's administrative costs, a custodial fee all such documents and instruments during such period of $10.00 for each time. Each original Pledged Note Receivable (delivered to Lender shall be duly endorsed by use of an allonge with the words: "Pay to the order of FINOVA Capital Corporation, with recourse to the maker of the promissory note to which this allonge is attached but without recourse to Resort Funding, Inc., except to the extent provided in that certain Loan and related Collateral) delivered into Agent's physical possession. Security Agreement dated as of September ____, 1999, by and among FINOVA Capital Corporation, and Resort Funding, Inc." The portion of the Collateral delivered to Agent Lender or Custodian as described above shall be segregated by Agent Lender or Custodian, as the case may be, and stored in a secure, fire-resistant filing cabinet; and , access to which is limited in a commercially reasonable manner. Borrower agrees that such storage is and shall be deemed to constitute reasonable care by Agent Lender with respect to such Collateral. All Except to the extent expressly included in the Custodian's fee as set forth in the Custodial Agreement, all insurance expenses and all other expenses of protecting the Collateral, including including, without limitation, storing, warehousing, insuring, handling, maintaining maintaining, and shipping the Collateral, and any and all excise, property, intangiblesintangible, sales sales, and use taxes imposed by any state, federal federal, or local governmental authority on any of the Collateral or in respect of the sale thereof shall be borne and paid by Borrower; and if Borrower fails to promptly pay any portion thereof when due, Agent may, at its option, but shall not be required to, pay the same and charge Borrower's account therefor, and Borrower agrees promptly to reimburse Agent therefor with interest accruing thereon daily at the Default Rate. All sums so paid or incurred by Agent for any of the foregoing and any Any and all other sums amounts for which Borrower may become liable hereunder and all costs and expenses (including attorneys' and paralegals' fees, legal expenses expenses, and court costs) which Agent that Lender may incur in enforcing or protecting its Lien on, or rights and interest in, the Collateral or any of its rights or remedies under this Agreement or any other Loan Document or with in respect to any of the transactions to be had hereunder or thereunder, until paid by Borrower to Agent Lender with interest at the Default Rate, shall be included among the Obligations, Obligations and, as such, shall be secured by all of the Collateral. Provided that Agent Lender or Custodian retains the original Pledged Notes Receivable and Mortgages, and originals or copies of the related Timeshare Documents Applicable Mortgages delivered to it and listed above, in a secure, fire-resistant filing cabinet as provided above, Agent Lender shall not be liable or responsible in any way for the safekeeping of any of the Collateral or for any loss or damage thereto or for any diminution in the value thereof, or for any act or default of any warehouseman, carrier, forwarding agency, Lockbox Agent, Servicing Agent Verification Agent, Custodian, or any other Person whomsoever, excluding damages or losses that occur as a result of Lender's gross negligence or willful misconduct.

Protection of Collateral; Reimbursement. The portion of the Collateral consisting of: (i) the original Pledged Notes Receivable (including, but subject to Section 3.2 hereof, the Ineligible Note Portfolio)Receivable, (ii) the original Mortgages, (iii) the original purchase contract contracts (including addendum) related to such Pledged Notes Receivable and Mortgages, and (iv) originals or true copies of the related truth-in-lending disclosure, loan application, warranty deed, and if required by Agent, the related Purchaser's acknowledgement receipt and the Exchange Company application and disclosures, shall be delivered at Borrower's expense to Agent, as agent for Lenders, at its East Hartford, Connecticut officethe Custodian, and held in AgentCustodian's possession and control until pursuant to the Obligations are fully satisfied; and Borrower shall pay to Agent at the time of each Advance, to reimburse Agent for Agent's administrative costs, a custodial fee of $10.00 for each Pledged Note Receivable (and related Collateral) delivered into Agent's physical possession. The portion of the Collateral delivered to Agent as described above shall be segregated by Agent and stored in a fire-resistant filing cabinet; and Borrower agrees that such storage is and shall be deemed to constitute reasonable care by Agent with respect to such CollateralCustodial Agreement. All insurance expenses fees and all expenses of protecting costs arising under the Collateral, including without limitation, storing, warehousing, insuring, handling, maintaining and shipping the Collateral, and any and all excise, property, intangibles, sales and use taxes imposed by any state, federal or local authority on any of the Collateral or in respect of the sale thereof Custodial Agreement shall be borne and paid by Borrower; and if Borrower fails to promptly pay any portion thereof when due, Agent may, at its option, but shall not be required to, pay the same and charge Borrower's account therefor, and Borrower agrees promptly to reimburse Agent therefor with interest accruing thereon daily at the Default Rate. All sums so paid or incurred by Agent for any of the foregoing and any and all other sums for which Borrower may become liable hereunder and all costs and expenses (including attorneys' and paralegals' fees, legal expenses and court costs) which Agent may incur in enforcing or protecting its Lien on, or rights and interest in, the Collateral or any of its rights or remedies under this Agreement or any other Loan Document or with respect to any of the transactions hereunder or thereunder, until paid by Borrower to Agent with interest at the Default Rate, shall be included among the Obligations, and, as such, shall be secured by all of the Collateral. Provided that Agent retains the original Pledged Notes Receivable and Mortgages, and originals or copies of the related Timeshare Documents delivered to it and listed above, in a fire-resistant filing cabinet as provided above, Agent shall not be liable or responsible in any way for the safekeeping of any of the Collateral or for any loss or damage thereto or for any diminution in the value thereof, or for any act or default of the Custodian, Lockbox Agent, or Servicing Agent or any warehouseman, carrier, forwarding agency, Lockbox Agent, Servicing Agent or any other Person whomsoever.

Protection of Collateral; Reimbursement. The portion of the Collateral consisting of: of (ia) the original Pledged Notes Receivable Receivable; (including, but subject to Section 3.2 hereof, the Ineligible Note Portfolio), (iib) the original Applicable Mortgages, (iii) the original purchase contract (including addendum) related to such Pledged Notes Receivable and Mortgages, ; and (ivc) originals or true copies of the related truth-in-lending disclosure, loan application, warranty deed, and if required by Agent, the related Purchaser's acknowledgement receipt and the Exchange Company application and disclosures, all other original Loan Documents shall be delivered delivered, at Borrower's expense expense, to Agent, as agent for Lenders, Custodian at its East Hartford, Connecticut office, designated address and held in AgentCustodian's possession possession, custody, and control subject to the terms of the Custodial Agreement approved by Lender until all of the Obligations are have been fully satisfied; and Borrower shall pay to Agent at the time of each Advance, to reimburse Agent for Agent's administrative costs, a custodial fee of $10.00 for each . Each original Pledged Note Receivable (and related Collateral) delivered into Agentto Custodian shall indicate in a manner acceptable to Lender, Lender's physical possessioninterest in such Pledged Note Receivable. The portion of the Collateral delivered to Agent Custodian as described above shall be segregated by Agent Custodian and stored in a secure, fire-resistant filing cabinet; and , access to which is limited in a commercially reasonable manner. Borrower agrees that such storage is and shall be deemed to constitute reasonable care by Agent with respect to such Collateral. All Except to the extent expressly included in the Custodian's fee as set forth in the Custodial Agreement, all insurance expenses and all other expenses of protecting the Collateral, including including, without limitation, storing, warehousing, insuring, handling, maintaining maintaining, and shipping the Collateral, and any and all excise, property, intangiblesintangible, sales sales, and use taxes imposed by any state, federal federal, or local governmental authority on any of the Collateral or in respect of the sale thereof shall be borne and paid by Borrower; and if Borrower fails to promptly pay any portion thereof when due, Agent may, at its option, but shall not be required to, pay the same and charge Borrower's account therefor, and Borrower agrees promptly to reimburse Agent therefor with interest accruing thereon daily at the Default Rate. All sums so paid or incurred by Agent for any of the foregoing and any Any and all other sums amounts for which Borrower may become liable hereunder and all costs and expenses (including attorneys' and paralegals' fees, legal expenses expenses, and court costs) which Agent that Lender may incur in enforcing or protecting its Lien on, or rights and interest in, the Collateral or any of its rights or remedies under this Agreement or any other Loan Document or with in respect to any of the transactions to be had hereunder or thereunder, until paid by Borrower to Agent Lender with interest at the Default Rate, shall be included among the Obligations, Obligations and, as such, shall be secured by all of the Collateral. Provided that Agent Custodian retains the original Pledged Notes Receivable and Mortgages, and originals or copies of the related Timeshare Documents Applicable Mortgages delivered to it and listed above, in a secure, fire-resistant filing cabinet as provided above, Agent Lender shall not be liable or responsible in any way for the safekeeping of any of the Collateral or for any loss or damage thereto or for any diminution in the value thereof, or for any act or default of any warehouseman, carrier, forwarding agency, Lockbox Agent, Servicing Agent Custodian, or any other Person whomsoever.

Protection of Collateral; Reimbursement. The portion of the Collateral consisting of: of (i) the original Pledged Notes Receivable (including, but subject to Section 3.2 hereof, the Ineligible Note Portfolio), Receivable; (ii) the original Mortgages, (iii) the original purchase contract Interval Lease Contracts (including addendumany addenda thereto) related to such Pledged Notes Receivable and Mortgages, Receivable; and (iviii) originals or true copies of the related truth-in-lending disclosure statements, if any, or other applicable disclosure, loan application, warranty deed, and if required by AgentLender, loan applications, the related Purchaser's acknowledgement receipt acknowledgments, receipts, the Payment Authorization Agreements and the Exchange Company application applications and disclosures, shall be delivered delivered, at Borrower's expense expense, to Agent, as agent for Lenders, Lender at its East Hartford, Connecticut office, office and held in AgentLender's possession and control until the Obligations are fully satisfied; and . Borrower shall pay to Agent Lender, at the time of each Advance, to reimburse Agent for Agent's administrative costs, a one-time custodial fee of $US$10.00 for each Pledged Note Receivable (and related Collateral) delivered into AgentLender's physical possession. The portion of the Collateral delivered to Agent Lender as described above shall be segregated by Agent Lender and stored in a fire-resistant filing cabinet; . Borrower and Borrower agrees the Guarantor agree that such storage is and shall be deemed to constitute reasonable care by Agent Lender with respect to such Collateral. All insurance expenses and all expenses of protecting the Collateral, Collateral including without limitation, storing, warehousing, insuring, handling, maintaining and shipping the Collateral, and any and all excise, property, intangibles, sales and use taxes imposed by any state, federal or local authority on any of the Collateral or in with respect of to the sale thereof shall be borne and paid by Borrower; and if Borrower fails to promptly pay any portion thereof when due, Agent may, at its option, but shall not be required to, pay Lender from the same and charge Borrower's account therefor, and Borrower agrees promptly to reimburse Agent therefor with interest accruing thereon daily at the Default Ratecustodial fee referenced above. All sums so paid or incurred by Agent for any of the foregoing and any Any and all other sums for which Borrower may become liable hereunder and all costs and expenses (including attorneys' and paralegals' fees, legal expenses and court costs) which Agent Lender may incur in enforcing or protecting its Lien on, or rights and interest in, the Collateral or any of its rights or remedies under this Agreement or any other Loan Document or with respect to any of the transactions to be had hereunder or thereunder, until paid by Borrower to Agent Lender with interest at the Default Rate, shall be included among the Obligations, Obligations and, as such, shall be secured by all of the Collateral. Provided that Agent Lender retains the original Pledged Notes Receivable and Mortgages, and originals or copies of the related Timeshare Documents delivered to it and listed above, in a fire-resistant filing cabinet as provided above, Agent Lender shall not be liable or responsible in any way for the safekeeping of any of the Collateral or for any loss or damage thereto or for any diminution in the value thereof, or for any act or default of any warehouseman, carrier, forwarding agency, the Lockbox Agent, Servicing Agent or any other Person whomsoever, excluding damages or losses that occur as a result of Lender's gross negligence or willful misconduct.

Protection of Collateral; Reimbursement. The portion of the Collateral consisting of: (i) the original Pledged Notes Receivable (including, but subject to Section 3.2 hereof, the Ineligible Note Portfolio), (ii) the original Mortgages, (iii) the original purchase contract (including addendum) related to such Pledged Notes Receivable and Mortgages, and (iv) originals or true copies of the related truth-in-lending disclosure, loan application, warranty deed, and if required by Agent, the related Purchaser's acknowledgement receipt and the Exchange Company application and disclosures, shall be delivered at Borrower's expense to Agent, as agent for Lenders, at its East Hartford, Connecticut office, and held in Agent's possession and control until the Obligations are fully satisfied; and Borrower shall pay to Agent at the time of each Advance, to reimburse Agent for Agent's administrative costs, a custodial fee of $10.00 for each Pledged Note Receivable (and related Collateral) delivered into Agent's physical possession. The portion of the Collateral delivered to Agent as described above shall be segregated by Agent and stored in a fire-resistant filing cabinet; and Borrower agrees that such storage is and shall be deemed to constitute All reasonable care by Agent with respect to such Collateral. All insurance expenses and all reasonable expenses of protecting the Collateral, including without limitationprotecting, storing, warehousing, insuring, handling, maintaining maintaining, and shipping the any Collateral, and any and all excise, property, intangiblessales, sales and use use, or other taxes imposed by any Federal, state, federal or local authority on any of the Collateral Collateral, or in respect of the sale thereof thereof, or otherwise in respect of the Borrower's or each Subsidiary Guarantor's business operations which, if unpaid, could result in the imposition of any Lien upon the Collateral, shall be borne and paid by Borrower; and if the Borrower or such Subsidiary Guarantor, as the case may be, subject to the provisions of Section 8.2(i). If the Borrower or such Subsidiary Guarantor fails to promptly pay any portion thereof promptly when due, Agent mayexcept as may otherwise be permitted under this Agreement or under any of the other Loan Documents, the Administrative Agent, at its option, may, but shall not be required to, pay the same and charge Borrower's account thereforsame; PROVIDED, and such amount remains unpaid for ten (10) Business Days after the Administrative Agent has notified the Borrower agrees promptly to reimburse Agent therefor with interest accruing thereon daily at the Default Rateof such failure. All sums so paid or incurred by the Administrative Agent for any of the foregoing and any and all other sums for which the Borrower or any Subsidiary Guarantor may become liable hereunder under this Agreement and all costs and expenses (including reasonable attorneys' fees and paralegals' fees, legal expenses expenses, and court costs, expenses and other charges related thereto) which the Administrative Agent may incur in enforcing or protecting its Lien on, Liens on or rights and interest in, interests in the Collateral or any of its rights or remedies under this Agreement or any other Loan Document agreement between the parties to this Agreement or with in respect to of any of the transactions hereunder or thereunder, until paid by Borrower to Agent with interest at the Default Rate, be had under this Agreement shall be included among repayable on demand and upon the Obligationsexpiration of five (5) calendar days after receipt by the Borrower of such demand, and, as such, the Borrower shall be secured deemed to have delivered a Deemed Credit Request in the relevant amount, whereupon such amount shall become a Revolving Credit Borrowing. Unless otherwise provided by all of Law, the Collateral. Provided that Agent retains the original Pledged Notes Receivable and Mortgages, and originals or copies of the related Timeshare Documents delivered to it and listed above, in a fire-resistant filing cabinet as provided above, Administrative Agent shall not be liable or responsible in any way for the safekeeping of any of the Collateral or for any loss or damage thereto or for any diminution in the value thereof, or for any act or default of any warehouseman, carrier, forwarding agency, Lockbox Agent, Servicing Agent or any other Person whomsoever.

Protection of Collateral; Reimbursement. The portion of the Collateral consisting of: of (i) the original Pledged Notes Receivable (including, but subject to Section 3.2 hereof, the Ineligible Note Portfolio)Receivable, (ii) the original MortgagesAssigned Deeds of Trusts, (iii) the original purchase contract contracts (including addendum) related to such Pledged Notes Receivable and MortgagesAssigned Deeds of Trusts, and (iv) originals or true copies of the related truth-in-lending disclosure, loan application, warranty grant, bargain and sale deed, and if required by AgentLender, the related Purchaser's acknowledgement receipt acknowledgement, receipt, payment authorization agreement and the Exchange Company application and disclosures, shall shall, unless directed otherwise be delivered at Borrower's expense to Agent, as agent for Lenders, the Lender at its East HartfordStamford, Connecticut Vermont office, and held in AgentLender's possession and control until the Obligations are fully satisfied; and Borrower shall pay to Agent at the time of each Advance, to reimburse Agent for Agent's administrative costs, a custodial fee of $10.00 for each Pledged Note Receivable (and related Collateral) delivered into Agent's physical possession. The portion of the Collateral delivered to Agent Lender as described above shall be segregated by Agent Lender and stored in a fire-resistant filing cabinet; . Borrower and Borrower agrees the Guarantor agree that such storage is and shall be deemed to constitute reasonable care by Agent Lender with respect to such Collateral, provided that Lender uses the same type of storage and undertakes the same degree of care with respect to the Collateral as it uses and undertakes with respect to its own notes and property and the notes, property and collateral of other borrowers which it retains in its possession. All insurance expenses and all expenses of protecting the Collateral, including without limitation, storing, warehousing, insuring, handling, maintaining and shipping the Collateral, and any and all excise, property, intangibles, sales and use taxes imposed by any state, federal or local authority on any of the Collateral or in respect of the sale thereof shall be borne and paid by the Borrower; and if Borrower fails to promptly pay any portion thereof when due, Agent may, at its option, but shall not be required to, pay . If the same and charge Borrower's account therefor, and Borrower agrees promptly to reimburse Agent therefor with interest accruing thereon daily at the Default Rate. All sums so paid or incurred by Agent for any of the foregoing and any and all other sums for which Borrower may become liable hereunder and all costs and expenses (including attorneys' and paralegals' fees, legal expenses and court costs) which Agent may incur in enforcing or protecting its Lien on, or rights and interest in, the Collateral or any of its rights or remedies under this Agreement or any other Loan Document or with respect to any of the transactions hereunder or thereunder, until paid by Borrower to Agent with interest at the Default Rate, shall be included among the Obligations, and, as such, shall be secured by all of the Collateral. Provided that Agent retains the original Pledged Notes Receivable and Mortgages, and originals or copies of the related Timeshare Documents delivered to it and listed above, in a fire-resistant filing cabinet as provided above, Agent shall not be liable or responsible in any way for the safekeeping of any of the Collateral or for any loss or damage thereto or for any diminution in the value thereof, or for any act or default of any warehouseman, carrier, forwarding agency, Lockbox Agent, Servicing Agent or any other Person whomsoever.

Protection of Collateral; Reimbursement. The With respect to that portion of the Collateral consisting of: (i) the original of Pledged Notes Receivable (includingReceivables and related documents, but subject to Section 3.2 hereof, the Ineligible Note Portfolio), (ii) the original Mortgages, (iii) the original purchase contract (including addendum) related to such Pledged Notes Receivable and Mortgages, and (iv) originals or true copies of each of the related truth-in-lending disclosure, loan application, warranty deed, and if required by Agent, the related Purchaser's acknowledgement receipt and the Exchange Company application and disclosures, documents listed on Exhibit N hereto shall be delivered at Borrower's expense to Agent, as agent for Lendersdelivered, at SPV's expense, to Custodian at its Lakewood, Colorado or East Hartford, Connecticut office, office and held in AgentCustodian's possession and control until the Obligations are fully satisfied; and Borrower . SPV shall retain copies of all such documents. SPV shall pay to Agent Custodian, at the time of each Advance, to reimburse Agent for Agent's administrative coststhe funding of the Loan, a custodial fee of $10.00 5.00 for each Pledged Note Receivable (and related Collateral) delivered into AgentCustodian's physical possession; provided, however, if the Related Documents with respect to the Pledged Receivable previously have been delivered to, and are held by, Custodian in connection with a loan facility provided by Custodian to the Developer, the custodial fee shall be waived. The portion of the Collateral delivered to Agent Custodian as described above shall be segregated by Agent Custodian and stored in a fire-resistant filing cabinet; and Borrower . SPV agrees that such storage is and shall be deemed to constitute reasonable care by Agent Custodian with respect to such Collateral. All insurance expenses and all expenses of protecting the Collateral, including without limitation, storing, warehousing, insuring, handling, maintaining and shipping the Collateral, and any and all excise, property, intangibles, sales and use taxes imposed by any state, federal or local authority on any of the Collateral or in respect of the sale thereof shall be borne and paid by Borrower; and if Borrower fails to promptly pay any portion thereof when due, Agent may, at its option, but shall not be required to, pay the same and charge Borrower's account therefor, and Borrower agrees promptly to reimburse Agent therefor with interest accruing thereon daily at the Default Rate. All sums so paid or incurred by Agent for any of the foregoing and any Any and all other sums for which Borrower SPV may become liable hereunder and all costs and expenses (including attorneys' and paralegals' fees, legal expenses and court costs) which Agent TFC may incur in enforcing or protecting its Lien on, or rights and interest in, the Collateral or any of its rights or remedies under this Loan Agreement or any other Loan Document or with in respect to any of the transactions to be had hereunder or thereunder, until paid by Borrower SPV to Agent TFC with interest at the Applicable Default Rate, shall be included among the Obligations, Obligations and, as such, shall be secured by all of the Collateral. Provided that Agent TFC retains the original Pledged Notes Receivable Receivables, and Mortgages, related Timeshare Mortgages and originals or copies of the related Timeshare Documents that are delivered to it and listed aboveit, in a fire-resistant filing cabinet as provided above, Agent TFC shall not be liable or responsible in any way for the safekeeping of any of the Collateral or for any loss or damage thereto or for any diminution in the value thereof, or for any act or default of any warehouseman, carrier, forwarding agency, Lockbox the Account Agent, Servicing Agent or any other Person whomsoever, excluding damages or losses that occur as a result of TFC's gross negligence or willful misconduct.

Protection of Collateral; Reimbursement. The So long as no Default or Event of Default exists, the portion of the Collateral consisting of: (i) the original Pledged Notes Receivable (including, but subject to Section 3.2 hereof, the Ineligible Note Portfolio)Receivable, (ii) the original Mortgages, (iii) the original Owner Beneficiary Agreement or other purchase contract (including addendum) related to such Pledged Notes Receivable and Mortgages, (iv) the original mortgage title policy for each Mortgage, and (ivv) originals or true copies of the related truth-in-lending disclosure, loan application, warranty deed, and if required by Agent, the related Purchaser's acknowledgement receipt and the Exchange Company application and disclosures, shall be delivered delivered, at Borrower's expense to Agentthe Custodian, as agent and bailee for Lenders, at its East Hartford, Connecticut officeas provided in the Custodial Agreement, and held in Agentthe Custodian's possession and control until the Obligations are fully satisfied; and . Borrower shall pay to Agent at the time of each Advance, to reimburse Agent for Agent's administrative Custodian all costs, a custodial fee of $10.00 for each Pledged Note Receivable (fees and related Collateral) delivered into Agent's physical possessionexpenses as provided in the Custodial Agreement. The portion of the Collateral delivered to Agent the Custodian as described above shall be segregated held by Agent and stored the Custodian as provided in a fire-resistant filing cabinet; and Borrower agrees that such storage is and shall be deemed to constitute reasonable care by Agent with respect to such Collateralthe Custodial Agreement. All insurance expenses and all expenses of protecting the Collateral, including without limitation, storing, warehousing, insuring, handling, maintaining and shipping the Collateral, and any and all excise, property, intangibles, sales and use taxes imposed by any state, federal or local authority on any of the Collateral or in respect of the sale thereof shall be borne and paid by Borrower; and if Borrower fails to promptly pay any portion thereof when due, Agent may, at its option, but shall not be required to, pay the same and charge Borrower's account therefor, and Borrower agrees promptly to reimburse Agent therefor with interest accruing thereon daily at the Default Rate. All sums so paid or incurred by Agent for any of the foregoing and any and all other sums for which Borrower may become liable hereunder and all costs and expenses (including attorneys' and paralegals' fees, legal expenses and court costs) which Agent may incur in enforcing or protecting its Lien on, or rights and interest in, the Collateral or any of its rights or remedies under this Agreement or any other Loan Document or with respect to any of the transactions hereunder or thereunder, until paid by Borrower to Agent with interest at the Default Rate, shall be included among the Obligations, and, as such, shall be secured by all of the Collateral. Provided that Agent retains Upon the original Pledged Notes Receivable and Mortgagesoccurrence of a Default or an Event of Default or a default by the Custodian under the Custodial Agreement, and originals or copies of the related Timeshare Documents delivered to it and listed aboveTFC may, in its sole discretion, replace the Custodian at any time with a fire-resistant filing cabinet as provided above, Agent shall not be liable or responsible person acceptable to TFC in any way for the safekeeping of any of the Collateral or for any loss or damage thereto or for any diminution in the value thereofits sole discretion, or for any act or default of any warehouseman, carrier, forwarding agency, Lockbox Agent, Servicing Agent or any other Person whomsoeverelect to hold the foregoing documents on its own behalf.

Protection of Collateral; Reimbursement. The portion of the Collateral consisting of: of (a) the original Pledged Notes Receivable; (b) the original Applicable Mortgages; and (c) all other original Loan Documents shall be delivered, at Borrower's expense, to Lender at its address as set forth in Section 11.1 hereof and, except as otherwise expressly provided herein to the contrary, held in Lender's possession, custody, and control until all of the Obligations have been fully satisfied. The portion of the Collateral consisting of (i) the original Pledged Consumer Notes Receivable (including, but subject to Section 3.2 hereof, the Ineligible Note Portfolio), Receivable; (ii) the original true copies of fully executed Interval Mortgages, originals of which shall be delivered to Lender or Custodian promptly following the recordation or registration thereof; (iii) the original purchase contract (including addendumany addenda thereto) related to such Pledged Consumer Notes Receivable and Interval Mortgages, ; and (iv) originals or true copies of the related truth-in-lending disclosuredisclosure statements and, loan application, warranty deed, and if required by AgentLender, loan applications, Interval deeds, the related Purchaser's acknowledgement receipt acknowledgments, receipts, owner's policies of title insurance, Payment Authorization Agreements, and the Exchange Company application exchange company applications and disclosures, shall be delivered delivered, at Borrower's expense expense, to Agent, as agent for Lenders, Lender at its East Hartfordaddress set forth in Section 11.1 hereof and, Connecticut officeexcept as otherwise expressly provided herein to the contrary, and held in AgentLender's possession possession, custody, and control until all of the Obligations are have been fully satisfied; . Alternatively, Lender, in its sole discretion, may elect for Custodian to maintain possession, custody, and Borrower shall pay to Agent at the time control of each Advance, to reimburse Agent for Agent's administrative costs, a custodial fee all such documents and instruments during such period of $10.00 for each time. Each original Pledged Note Receivable (and related Collateral) original Pledged Consumer Note Receivable delivered into Agent's physical possessionto Lender shall be duly endorsed with the words: "Pay to the order of Credit Suisse First Boston Mortgage Capital LLC, with recourse to the maker of the promissory note to which this allonge is attached but without recourse to Resort Funding, Inc., except to the extent provided in that certain Loan and Security Agreement dated February 11, 1998, by and among Credit Suisse First Boston Mortgage Capital LLC, Resort Funding, Inc., and Equivest Finance, Inc." Each original Pledged Consumer Note Receivable, prior to its endorsement by Borrower to Lender, shall be duly endorsed in a manner approved by Lender by the Applicable Underlying Borrower to Borrower. The portion of the Collateral delivered to Agent Lender or Custodian as described above shall be segregated by Agent Lender or Custodian, as the case may be, and stored in a secure, fire-resistant filing cabinet; , access to which is limited in a commercially reasonable manner. Borrower and Borrower agrees Guarantor agree that such storage is and shall be deemed to constitute reasonable care by Agent Lender with respect to such Collateral. All Except to the extent expressly included in the Custodian's fee as set forth in the Custodial Agreement, all insurance expenses and all other expenses of protecting the Collateral, including including, without limitation, storing, warehousing, insuring, handling, maintaining maintaining, and shipping the Collateral, and any and all excise, property, intangiblesintangible, sales sales, and use taxes imposed by any state, federal federal, or local governmental authority on any of the Collateral or in respect of the sale thereof shall be borne and paid by Borrower; and if Borrower fails to promptly pay any portion thereof when due, Agent may, at its option, but shall not be required to, pay the same and charge Borrower's account therefor, and Borrower agrees promptly to reimburse Agent therefor with interest accruing thereon daily at the Default Rate. All sums so paid or incurred by Agent for any of the foregoing and any Any and all other sums amounts for which Borrower may become liable hereunder and all costs and expenses (including attorneys' and paralegals' fees, legal expenses expenses, and court costs) which Agent that Lender may incur in enforcing or protecting its Lien on, or rights and interest in, the Collateral or any of its rights or remedies under this Agreement or any other Loan Document or with in respect to any of the transactions to be had hereunder or thereunder, until paid by Borrower to Agent Lender with interest at the Default Rate, shall be included among the Obligations, Obligations and, as such, shall be secured by all of the Collateral. Provided that Agent Lender or Custodian retains the original Pledged Notes Receivable Receivable, Applicable Mortgages and Mortgagesoriginal Pledged Consumer Notes Receivable, and originals or copies of the related Timeshare Documents delivered to it and listed above, in a secure, fire-resistant filing cabinet as provided above, Agent Lender shall not be liable or responsible in any way for the safekeeping of any of the Collateral or for any loss or damage thereto or for any diminution in the value thereof, or for any act or default of any warehouseman, carrier, forwarding agency, Lockbox Agent, Servicing Agent Backup Servicer, Custodian, or any other Person whomsoever, excluding damages or losses that occur as a result of Lender's gross negligence or willful misconduct.

Protection of Collateral; Reimbursement. The portion of the Collateral consisting of: (i) the All original Pledged Notes Receivable (including, but subject to Section 3.2 hereof, the Ineligible Note Portfolio), (ii) the original Mortgages, (iii) the original purchase contract (including addendum) related to such Pledged Notes Receivable and Mortgages, and (iv) originals or true copies of the related truth-in-lending disclosure, loan application, warranty deed, and if required by Agent, the related Purchaser's acknowledgement receipt and the Exchange Company application and disclosures, Loan Documents shall be delivered at Borrower's expense to Agent, as agent for Lendersdelivered, at Borrowers' expense, to CapitalSource at its East Hartfordaddress as set forth below and, Connecticut officeexcept as otherwise expressly provided herein to the contrary, and held in AgentCapitalSource's possession possession, custody, and control until all of the Obligations are indebtedness owed to CapitalSource by Borrowers is paid in full and all of Borrowers' obligations under the Loan Documents have been fully satisfied; . Alternatively, CapitalSource, in its sole discretion, may elect for Custodian to maintain possession, custody, and Borrower shall pay to Agent at the time control of each Advance, to reimburse Agent for Agent's administrative costs, a custodial fee certain Collateral and all such documents and instruments during such period of $10.00 for each Pledged Note Receivable (and related Collateral) delivered into Agent's physical possessiontime. The portion of the Collateral Loan Documents delivered to Agent CapitalSource or Custodian (whether in connection with the execution of this Second Master Modification Agreement, or delivered from CSFB in connection with the Loan Sale Agreement) as described above shall be segregated by Agent CapitalSource or Custodian, as the case may be, and stored in a EXHIBIT 10.1 secure, fire-resistant filing cabinet; , access to which is limited in a commercially reasonable manner. Borrowers and Borrower agrees Guarantors agree that such storage is and shall be deemed to constitute reasonable care by Agent CapitalSource with respect to such CollateralLoan Documents. All Except to the extent expressly included in the Custodian's fee as set forth in the Custodial Agreement, all insurance expenses and all other expenses of protecting the CollateralLoan Documents, including including, without limitation, storing, warehousing, insuring, handling, maintaining maintaining, and shipping the CollateralLoan Documents, and any and all excise, property, intangiblesintangible, sales sales, and use taxes imposed by any state, federal federal, or local governmental authority on any of the Collateral Loan Documents or in respect of the sale thereof shall be borne and paid by Borrower; Borrowers, jointly and if Borrower fails to promptly pay any portion thereof when due, Agent may, at its option, but shall not be required to, pay the same and charge Borrower's account therefor, and Borrower agrees promptly to reimburse Agent therefor with interest accruing thereon daily at the Default Rateseverally. All sums so paid or incurred by Agent for any of the foregoing and any Any and all other sums amounts for which Borrower Borrowers may become liable hereunder and all costs and expenses (including attorneys' and paralegals' fees, legal expenses expenses, and court costs) which Agent that CapitalSource may incur in enforcing or protecting its Lien security interest or lien on, or rights and interest in, the Collateral or any of its rights or remedies under this Second Master Modification Agreement or any other Loan Document or with in respect to any of the transactions to be had hereunder or thereunder, until paid by Borrower Borrowers to Agent CapitalSource with interest at the Default Rateapplicable default rate of interest (however defined in the applicable Loan Documents), shall be included among the Obligations, indebtedness owed by Borrowers to CapitalSource and, as such, shall be secured by all of the Collateral. Provided that Agent CapitalSource or Custodian retains the original Pledged Notes Receivable and Mortgages, and originals or copies of the related Timeshare Loan Documents delivered to it and listed above, in a secure, fire-resistant filing cabinet as provided above, Agent CapitalSource shall not be liable or responsible in any way for the safekeeping of any of the Collateral Loan Documents or for any loss or damage thereto or for any diminution in the value thereof, or for any act or default of any warehouseman, carrier, forwarding agency, Lockbox AgentCustodian, Servicing Agent or any other Person (as defined in the Loan Documents) whomsoever, excluding damages or losses that occur as a result of CapitalSource's gross negligence or willful misconduct.

Protection of Collateral; Reimbursement. The portion of the Collateral consisting of: of (ia) the original Pledged Notes Receivable Receivable; (including, but subject to Section 3.2 hereof, the Ineligible Note Portfolio), (iib) the original Applicable Mortgages, (iii) the original purchase contract (including addendum) related to such Pledged Notes Receivable and Mortgages, ; and (ivc) originals or true copies of the related truth-in-lending disclosure, loan application, warranty deed, and if required by Agent, the related Purchaser's acknowledgement receipt and the Exchange Company application and disclosures, all other original Loan Documents shall be delivered delivered, at Borrower's expense expense, to Agent, as agent for Lenders, Lender at its East Hartfordaddress as set forth in Section 11.1 hereof and, Connecticut officeexcept as otherwise expressly provided herein to the contrary, and held in AgentLender's possession possession, custody, and control until all of the Obligations are have been fully satisfied; . Alternatively, Lender, in its sole discretion, may elect for Custodian to maintain possession, custody, and Borrower shall pay to Agent at the time control of each Advance, to reimburse Agent for Agent's administrative costs, a custodial fee all such documents and instruments during such period of $10.00 for each time. Each original Pledged Note Receivable (delivered to Lender shall be duly endorsed with the words: "Pay to the order of Credit Suisse First Boston Mortgage Capital LLC, with recourse to the Maker of the promissory note to which this allonge is attached but without recourse to Resort Funding, Inc., except to the extent provided in that certain Loan and related Collateral) delivered into Agent's physical possession. Security Agreement dated November 14, 1997, by and among Credit Suisse First Boston Mortgage Capital LLC, Resort Funding, Inc., and Equivest Finance, Inc." The portion of the Collateral delivered to Agent Lender or Custodian as described above shall be segregated by Agent Lender or Custodian, as the case may be, and stored in a secure, fire-resistant filing cabinet; , access to which is limited in a commercially reasonable manner. Borrower and Borrower agrees Guarantor agree that such storage is and shall be deemed to constitute reasonable care by Agent Lender with respect to such Collateral. All Except to the extent expressly included in the Custodian's fee as set forth in the Custodial Agreement, all insurance expenses and all other expenses of protecting the Collateral, including including, without limitation, storing, warehousing, insuring, handling, maintaining maintaining, and shipping the Collateral, and any and all excise, property, intangiblesintangible, sales sales, and use taxes imposed by any state, federal federal, or local governmental authority on any of the Collateral or in respect of the sale thereof shall be borne and paid by Borrower; and if Borrower fails to promptly pay any portion thereof when due, Agent may, at its option, but shall not be required to, pay the same and charge Borrower's account therefor, and Borrower agrees promptly to reimburse Agent therefor with interest accruing thereon daily at the Default Rate. All sums so paid or incurred by Agent for any of the foregoing and any Any and all other sums amounts for which Borrower may become liable hereunder and all costs and expenses (including attorneys' and paralegals' fees, legal expenses expenses, and court costs) which Agent that Lender may incur in enforcing or protecting its Lien on, or rights and interest in, the Collateral or any of its rights or remedies under this Agreement or any other Loan Document or with in respect to any of the transactions to be had hereunder or thereunder, until paid by Borrower to Agent Lender with interest at the Default Rate, shall be included among the Obligations, Obligations and, as such, shall be secured by all of the Collateral. Provided that Agent Lender or Custodian retains the original Pledged Notes Receivable and Mortgages, and originals or copies of the related Timeshare Documents Applicable Mortgages delivered to it and listed above, in a secure, fire-resistant filing cabinet as provided above, Agent Lender shall not be liable or responsible in any way for the safekeeping of any of the Collateral or for any loss or damage thereto or for any diminution in the value thereof, or for any act or default of any warehouseman, carrier, forwarding agency, Lockbox Agent, Servicing Agent Verification Agent, Custodian, or any other Person whomsoever, excluding damages or losses that occur as a result of Lender's gross negligence or willful misconduct.

Protection of Collateral; Reimbursement. The portion of the Receivables Collateral consisting of: of (ia) the original Pledged Notes Receivable Timeshare Loans and recorded Assigned Deeds of Trust, and (including, but subject to Section 3.2 hereof, the Ineligible Note Portfolio), (iib) the original Mortgages, (iii) the original purchase contract (including addendum) related to such Pledged Notes Receivable and Mortgages, and (iv) originals or true copies of other Consumer Documents identified by the related truth-in-lending disclosure, loan application, warranty deed, and if required by Agent, the related Purchaser's acknowledgement receipt and the Exchange Company application and disclosuresLender from time to time, shall be delivered at the Borrower's ’s expense to Agent, as agent for Lenders, at its East Hartford, Connecticut officethe office of the Custodian, and held in Agent's Custodian’s possession and control on behalf of Lender until all Obligations under the Receivables Loan and Inventory Loan (other than contingent indemnification Obligations to the extent no unsatisfied claim with respect thereto has been asserted) are fully satisfied; , and Borrower shall pay to Agent at the time of each Advance, to reimburse Agent for Agent's administrative costs, a custodial fee of $10.00 for each Pledged Note Receivable (and related Collateral) delivered into Agent's physical possessionas set forth in the Custodial Agreement. The portion of the Receivables Collateral delivered to Agent as described above the Custodian shall be segregated stored by Agent and stored in a fire-resistant filing cabinet; Custodian pursuant to the terms of the Custodial Agreement and Borrower agrees that such storage is and shall be deemed to constitute reasonable care by Agent the Lender with respect to such Receivables Collateral. All insurance expenses and all reasonable documented expenses of protecting the Receivables Collateral, including without limitation, storing, warehousing, insuring, handling, maintaining and shipping the Receivables Collateral, and any and all excise, property, intangibles, sales and use taxes imposed by any state, federal or local authority on any of the Receivables Collateral or in respect of the sale thereof shall be borne and paid by Borrower; and if Borrower fails to promptly pay any portion thereof when due, Agent Lender may, at its option, but shall not be required to, pay the same and charge Borrower's ’s account therefor, and Borrower agrees promptly to reimburse Agent Lender therefor with interest accruing thereon daily at the Default Rate. All sums so paid or incurred by Agent Lender for any of the foregoing and any and all other sums for which Borrower may become liable hereunder and all costs and expenses (including reasonable attorneys' ’ and paralegals' ’ fees, legal expenses and court costs) which Agent the Lender may incur in enforcing or protecting its Lien on, or rights and interest in, the Receivables Collateral or any of its rights or remedies under this Agreement or any other Loan Document or with in respect to any of the transactions to be had hereunder or thereunder, until paid by the Borrower to Agent Lender with interest at the Default Rate, shall be included among the Obligations, and, as such, shall be secured by all of the Receivables Collateral. Provided that Agent the Custodian retains the original Pledged Notes Receivable Timeshare Loans and MortgagesAssigned Deeds of Trust, and originals or copies of the related Timeshare Consumer Documents delivered to it and listed above, in a fire-resistant filing cabinet as provided abovein the Custodial Agreement, Agent the Lender shall not be liable or responsible in any way for the safekeeping of any of the Receivables Collateral or for any loss or damage thereto or for any diminution in the value thereof, or for any act or default of any warehouseman, carrier, forwarding agency, the Lockbox Agent, Servicing Agent or any other Person whomsoever.

Protection of Collateral; Reimbursement. The portion of the Collateral consisting of: of (i) the original Pledged Notes Receivable (including, but subject to Section 3.2 hereof, the Ineligible Note Portfolio)Receivable, (ii) the original Mortgages, (iii) the original purchase contract (including addendum) related to such Pledged Notes Receivable and Mortgages, and (iv) originals or true copies of the related truth-in-lending disclosure, loan application, warranty deed, and if required by AgentLender, the related Purchaser's acknowledgement receipt acknowledgement, receipt, owner's policy of title insurance and the Exchange Company application and disclosures, shall be delivered at Borrower's expense to Agent, as agent for Lenders, the Lender at its East Hartford, Connecticut office, and held in AgentLender's possession and control until the Obligations are fully satisfied; and Borrower shall pay to Agent Lender, at the time of each Advance, to reimburse Agent for Agent's administrative costs, a custodial fee of $10.00 for each Pledged Note Receivable (and related Collateral) delivered into AgentLender's physical possession. The portion of the Collateral delivered to Agent Lender as described above shall be segregated by Agent Lender and stored in a fire-resistant filing cabinet; and Borrower agrees and the Guarantor agree that such storage is and shall be deemed to constitute reasonable care by Agent Lender with respect to such Collateral. All insurance expenses and all expenses of protecting the Collateral, including without limitation, storing, warehousing, insuring, handling, maintaining and shipping the Collateral, and any and all excise, property, intangibles, sales and use taxes imposed by any state, federal or local authority on any of the Collateral or in respect of the sale thereof shall be borne and paid by the Borrower; and if the Borrower fails to promptly pay any portion thereof when due, Agent Lender may, at its option, but shall not be required to, pay the same and charge the Borrower's account therefor, and the Borrower agrees promptly to reimburse Agent Lender therefor with interest accruing thereon daily at the Default Rate. All sums so paid or incurred by Agent Lender for any of the foregoing and any and all other sums for which the Borrower may become liable hereunder and all costs and expenses (including attorneys' and paralegals' fees, legal expenses and court costs) which Agent the Lender may incur in enforcing or protecting its Lien on, or rights and interest in, the Collateral or any of its rights or remedies under this Agreement or any other Loan Document or with in respect to any of the transactions to be had hereunder or thereunder, until paid by the Borrower to Agent Lender with interest at the Default Rate, shall be included among the Obligations, and, as such, shall be secured by all of the Collateral. Provided that Agent Lender retains the original Pledged Notes Receivable and Mortgages, and originals or copies of the related Timeshare Documents delivered to it and listed above, in a fire-resistant filing cabinet as provided above, Agent Lender shall not be liable or responsible in any way for the safekeeping of any of the Collateral or for any loss or damage thereto or for any diminution in the value thereof, or for any act or default of any warehouseman, carrier, forwarding agency, the Lockbox Agent, Servicing Agent or any other Person whomsoever.