Common use of Authorization, Execution and Delivery Valid and Binding Clause in Contracts

Authorization, Execution and Delivery Valid and Binding. This Agreement and all other Facility Documents and instruments required or contemplated hereby to be executed and delivered by the Seller have been duly authorized, executed and delivered by the Seller and, assuming the due execution and delivery by, the other party or parties hereto and thereto, constitute legal, valid and binding agreements enforceable against the Seller in accordance with their respective terms subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the enforceability of creditors’ rights generally applicable in the event of the bankruptcy, insolvency, or reorganization of the Seller and to general principles of equity, regardless of whether such enforceability shall be considered in a proceeding in equity or at law. This Agreement constitutes a valid transfer of the Seller’s interest in the Timeshare Loans to the Issuer or the valid creation of a first priority perfected security interest in the Timeshare Loans in favor of the Issuer.

Authorization, Execution and Delivery Valid and Binding. This Agreement and all other Facility Transaction Documents and instruments required or contemplated hereby to be executed and delivered by the Seller Depositor have been duly authorized, executed and delivered by the Seller Depositor and, assuming the due execution and delivery by, the other party or parties hereto and thereto, constitute legal, valid and binding agreements enforceable against the Seller Depositor in accordance with their respective terms subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the enforceability of creditors’ rights generally applicable in the event of the bankruptcy, insolvency, or reorganization of the Seller Depositor and to general principles of equity, regardless of whether such enforceability shall be considered in a proceeding in equity or at law. This Agreement constitutes a valid transfer of the SellerDepositor’s interest in the Conveyed Timeshare Loans Property to the Issuer or the valid creation of a first priority perfected security interest in the Conveyed Timeshare Loans Property in favor of the Issuer.

Authorization, Execution and Delivery Valid and Binding. This Agreement and all other Facility Transaction Documents and instruments required or contemplated hereby to be executed and delivered by the Seller have been duly authorized, executed and delivered by the Seller and, assuming the due execution and delivery by, the other party or parties hereto and thereto, constitute legal, valid and binding agreements enforceable against the Seller in accordance with their respective terms subject, as to enforceability, to bankruptcy, insolvency, reorganization, liquidation, dissolution, moratorium and other similar applicable laws affecting the enforceability of creditors’ rights generally applicable in the event of the bankruptcy, insolvency, reorganization, liquidation or reorganization dissolution, as applicable, of the Seller and to general principles of equity, regardless of whether such enforceability shall be considered in a proceeding in equity or at law. This Agreement constitutes a valid transfer of the Seller’s interest in the Timeshare Loans to the Issuer or Depositor or, in the event of the characterization of any such transfer as a loan, the valid creation of a first priority perfected security interest in the such Timeshare Loans in favor of the IssuerDepositor.

Authorization, Execution and Delivery Valid and Binding. This Agreement and all other Facility Transaction Documents and instruments required or contemplated hereby to be executed and delivered by the Seller have been duly authorized, executed and delivered by the Seller and, assuming the due execution and delivery by, the other party or parties hereto and thereto, constitute legal, valid and binding agreements enforceable against the Seller in accordance with their respective terms subject, as to enforceability, to bankruptcy, insolvency, reorganization, liquidation, dissolution, moratorium and other similar applicable laws affecting the enforceability of creditors’ ' rights generally applicable in the event of the bankruptcy, insolvency, reorganization, liquidation or reorganization dissolution, as applicable, of the Seller and to general principles of equity, regardless of whether such enforceability shall be considered in a proceeding in equity or at law. This Agreement constitutes a valid transfer of the Seller’s 's interest in the Timeshare Loans to the Issuer or Depositor or, in the event of the characterization of any such transfer as a loan, the valid creation of a first priority perfected security interest in the such Timeshare Loans in favor of the IssuerDepositor.

Authorization, Execution and Delivery Valid and Binding. This Agreement and all other Facility Transaction Documents and instruments required or contemplated hereby to be executed and delivered by the Seller have been duly authorized, executed and delivered by the Seller and, assuming the due execution and delivery by, the other party or parties hereto and thereto, constitute legal, valid and binding agreements enforceable against the Seller in accordance with their respective terms subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the enforceability of creditors’ rights generally applicable in the event of the bankruptcy, insolvency, or reorganization of the Seller and to general principles of equity, regardless of whether such enforceability shall be considered in a proceeding in equity or at law. This Agreement constitutes a valid transfer of the Seller’s interest in the Conveyed Timeshare Loans Property to the Issuer Depositor or the valid creation of a first priority perfected security interest in the Conveyed Timeshare Loans Property in favor of the IssuerDepositor.

Authorization, Execution and Delivery Valid and Binding. This Agreement and all other Facility Transaction Documents and instruments required or contemplated hereby to be executed and delivered by the Seller Depositor have been duly authorized, executed and delivered by the Seller Depositor and, assuming the due execution and delivery by, the other party or parties hereto and thereto, constitute legal, valid and binding agreements enforceable against the Seller Depositor in accordance with their respective terms subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the enforceability of creditors’ rights generally applicable in the event of the bankruptcy, insolvency, or reorganization of the Seller Depositor and to general principles of equity, regardless of whether such enforceability shall be considered in a proceeding in equity or at law. This Agreement constitutes a valid transfer of the SellerDepositor’s interest in the KL2 2787975.6 Conveyed Timeshare Loans Property to the Issuer or the valid creation of a first priority perfected security interest in the Conveyed Timeshare Loans Property in favor of the Issuer.

Authorization, Execution and Delivery Valid and Binding. This Agreement and all other Facility Transaction Documents and instruments required or contemplated hereby to be executed and delivered by the Seller have been duly authorized, executed and delivered by the Seller and, assuming the due execution and delivery by, the other party or parties hereto and thereto, constitute legal, valid and binding agreements enforceable against the Seller in accordance with their respective terms subject, as to enforceability, to bankruptcy, insolvency, reorganization, liquidation, dissolution, moratorium and other similar applicable laws affecting the enforceability of creditors’ ' rights generally applicable in the event of the bankruptcy, insolvency, reorganization, liquidation or reorganization dissolution, as applicable, of the Seller and to general principles of equity, regardless of whether such enforceability shall be considered in a proceeding in equity or at law. This Agreement constitutes a valid transfer of the Seller’s 's interest in the Timeshare Loans to the Issuer or Purchaser or, in the event of the characterization of any such transfer as a loan, the valid creation of a first priority perfected security interest in the Timeshare Loans in favor of the IssuerPurchaser.

Authorization, Execution and Delivery Valid and Binding. This Agreement and all other Facility Transaction Documents and instruments required or contemplated hereby to be executed and delivered by the Seller have been duly authorized, executed and delivered by the Seller and, assuming the due execution and delivery by, the other party or parties hereto and thereto, constitute legal, valid and binding agreements enforceable against the Seller in accordance with their respective terms subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the enforceability of creditors’ rights generally applicable in the event of the bankruptcy, insolvency, or reorganization of the Seller and to general principles of equity, regardless of whether such enforceability shall be considered in a proceeding in equity or at law. This Agreement constitutes a valid transfer of the Seller’s interest in the Conveyed Timeshare Loans Property to the Issuer Depositor or the valid creation of a first priority perfected security interest in the Conveyed Timeshare Loans Property in favor of the Issuer.Depositor. KL2 2787979.5

Authorization, Execution and Delivery Valid and Binding. This Agreement and all other Facility Transaction Documents and instruments required or contemplated hereby to be executed and delivered by the Seller have been duly authorized, executed and delivered by the Seller and, assuming the due execution and delivery by, the other party or parties hereto and thereto, constitute legal, valid and binding agreements enforceable against the Seller in accordance with their respective terms subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the enforceability of creditors’ rights generally applicable in the event of the bankruptcy, insolvency, or reorganization of the Seller and to general principles of equity, regardless of whether such enforceability shall be considered in a proceeding in equity or at law. This Agreement constitutes a valid transfer of the Seller’s interest in the Conveyed Timeshare Loans Property to the Issuer or the valid creation of a first priority perfected security interest in the Conveyed Timeshare Loans Property in favor of the Issuer.. KL2 2776978.7

Authorization, Execution and Delivery Valid and Binding. This Agreement and all other Facility Transaction Documents and instruments required or contemplated hereby to be executed and delivered by the Seller have been duly authorized, executed and delivered by the Seller and, assuming the due execution and delivery by, the other party or parties hereto and thereto, constitute legal, valid and binding agreements enforceable against the Seller in accordance with their respective terms subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the enforceability of creditors’ rights generally applicable in the event of the bankruptcy, insolvency, or reorganization of the Seller and to general principles of equity, regardless of whether such enforceability shall be considered in a proceeding in equity or at law. This Agreement constitutes a valid transfer of the Seller’s interest in the Conveyed Timeshare Loans Property to the Issuer or the valid creation of a first priority perfected security interest in the Conveyed Timeshare Loans Property in favor of the Issuer.. KL2 2906190.5

Authorization, Execution and Delivery Valid and Binding. This Agreement and all other Facility Transaction Documents and instruments required or contemplated hereby to be executed and delivered by the Seller have been duly authorized, executed and delivered by the Seller and, assuming the due execution and delivery by, the other party or parties hereto and thereto, constitute legal, valid and binding agreements enforceable against the Seller in accordance with their respective terms subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the enforceability of creditors’ rights generally applicable in the event of the bankruptcy, insolvency, or reorganization of the Seller and to general principles of equity, regardless of whether such enforceability shall be considered in a proceeding in equity or at law. This Agreement constitutes a valid transfer of the Seller’s interest in the Conveyed Timeshare Loans Property to the Issuer Depositor or the valid creation of a first priority perfected security interest in the Conveyed Timeshare Loans Property in favor of the Issuer.Depositor. KL2 2882246.3