3.          Prepayment to HSBC Bank U.S.A., N.A. Notwithstanding anything contained in the Loan Agreement to the contrary, including without limitation Section 5.6 thereof, Borrower shall be permitted to prepay, without any prepayment fee, an amount equal to the then outstanding aggregate principal balance of HSBC Bank U.S.A., N.A.’s participation interest in the Receivables Loan; provided, however, such prepayment must repay in full (and not in part) such participation interest of HSBC Bank USA, N.A. In the event that Borrower elects to prepay HSBC Bank U.S.A., N.A.’s participation interest in the Receivables Loan, Lender may, in its sole discretion, require Borrower to refinance, without any prepayment fee, the then remaining aggregate outstanding principal balance of the Receivables Loan with the proceeds of the credit facility to be extended pursuant to the New Loan Agreement. Borrower agrees to execute and deliver such amendment or other agreements that Lender may reasonably require to reflect such refinancing.

4.          Release of Collateral. In the event of (a) a partial prepayment of the Receivables Loan subject to the terms and conditions set forth in Section 5.6 of the Loan Agreement or as permitted in Section 3 of this Amendment, or (b) a prepayment in full of the Receivables Loan and termination of the Loan Agreement and the other Loan Documents, Lender shall release its security interest and assign or deliver to Borrower such Timeshare Loans, Notes, Mortgages and other related Collateral collaterally assigned to Lender, under the Loan Agreement or the other Loan Documents, provided that, if such prepayment is a partial prepayment of the Receivables Loan permitted under Section 5.6of the Loan Agreement or as permitted in Section 3 of this Amendment, Lender and Borrower shall mutually agree as to the collateral pool to be released, so that (i) the quality and nature of the Timeshare Loans, Notes, Mortgages and other related Collateral from the credit underwriting standard after such release is materially consistent with the quality and nature of the Timeshare Loans, Notes, Mortgages and other related Collateral from a credit underwriting standard that existed immediately prior to such partial prepayment and release, (ii) Borrower maintains an “effective” advance rate immediately following such partial prepayment and release which is equal to the “effective” advance rate immediately prior to such partial prepayment and release, but in no event shall such advance rate exceed ninety percent (90%) of the unpaid principal balance of Qualified Timeshare Loans included within the Liberty Portfolio Timeshare Loans assigned to Lender in connection with prior Advances, and (iii) no Default or Event of Default will result from such release. All releases by Lender to Borrower shall be (a) in form reasonably satisfactory to Lender, and (b) at Borrower’s cost and expense.

5.          Recordation of Assignments; Confirmation of Recording. Notwithstanding anything contained in the Loan Agreement to the contrary, including without limitation Section 6.2 thereof, Borrower shall, within thirty (30) days of the date hereof, submit for recording with the applicable real estate records all presently unrecorded Assignments for all Timeshare Loans now existing or hereafter arising which have been assigned to Lender pursuant to the terms and conditions of the Loan Agreement and documents collateral thereto or upon which Lender has based Advances under the Receivables Loan (and all replacements of such Timeshare Loans), shall cause the applicable Title Company or such other Person approved by Lender to provide Lender with telecopied confirmation of such recording in the form of Exhibit F attached to the Loan Agreement and shall comply with all other applicable terms and conditions set forth in the Loan Agreement regarding the recordation of Assignments, including without limitation, Section 21.7 and Section 22 thereof.

-2-

7121692v.9