Common use of Grant of Security Interest; Tax Treatment Clause in Contracts

Grant of Security Interest; Tax Treatment. (a) The conveyance by the Issuer of the Timeshare Loans to the Indenture Trustee shall not constitute and is not intended to result in an assumption by the Indenture Trustee or any Noteholder of any obligation of the Issuer or the Servicer to the Obligors, the insurers under any insurance policies, or any other Person in connection with the Timeshare Loans. (b) It is the intention of the parties hereto that, with respect to all taxes, the Notes will be treated as indebtedness (the “Intended Tax Characterization”). The provisions of this Indenture shall be construed in furtherance of the Intended Tax Characterization. Each of the Issuer, the Servicer, the Indenture Trustee, the Club Trustee and the Backup Servicer by entering into this Indenture, and each Noteholder and Note Owner by acquiring a Note or a beneficial interest therein, agree to (i) treat the Notes as indebtedness for all tax purposes and (ii) to report all payments and transactions with respect to the Notes for purposes of all taxes (including FATCA Withholding Taxes) in a manner consistent with the Intended Tax Characterization, unless otherwise required by applicable law. (c) None of the Issuer, the Servicer, the Club Trustee or the Backup Servicer shall take any action inconsistent with the Indenture Trustee’s interest in the Timeshare Loans and each such party shall indicate or shall cause to be indicated in its books and records held on its behalf that each Timeshare Loan constituting the Trust Estate has been assigned to the Indenture Trustee on behalf of the Noteholders.

Grant of Security Interest; Tax Treatment. (a) The conveyance by the Issuer of the Timeshare Loans to the Indenture Trustee shall not constitute and is not intended to result in an assumption by the Indenture Trustee or any Noteholder of any obligation of the Issuer or the Servicer to the Obligors, the to insurers under any insurance policies, or any other Person in connection with the Timeshare Loans. (b) It is the intention of the parties hereto that, with respect to all taxes, the Notes will be treated as indebtedness of the Issuer to the Noteholders secured by the Timeshare Loans (the “Intended Tax Characterization”). The provisions of this Indenture shall be construed in furtherance of the Intended Tax Characterization. Each of the Issuer, the Servicer, the Indenture Trustee, the Club Trustee and the Backup Servicer by entering into this Indenture, and each Noteholder and Note Owner by acquiring the purchase of a Note or a beneficial interest thereinNote, agree to (i) treat the Notes as indebtedness for all tax purposes and (ii) to report all payments and such transactions with respect to the Notes for purposes of all taxes (including FATCA Withholding Taxes) in a manner consistent with the Intended Tax Characterization, unless otherwise required by applicable law. (c) None of the Issuer, the Servicer, the Club Trustee Servicer or the Backup Servicer shall take any action inconsistent with the Indenture Trustee’s interest in the Timeshare Loans and each such party shall indicate or shall cause to be indicated in its books and records held on its behalf that each such Timeshare Loan and the other Timeshare Loans constituting the Trust Estate has Collateral have been assigned to the Indenture Trustee on behalf of the Noteholders.

Grant of Security Interest; Tax Treatment. (a) The conveyance by the Issuer of the Timeshare Loans to the Indenture Trustee shall not constitute and is not intended to result in an assumption by the Indenture Trustee or any Noteholder of any obligation of the Issuer or the Servicer to the Obligors, the insurers under any insurance policies, or any other Person in connection with the Timeshare Loans. (b) It is the intention of the parties hereto that, with respect to all taxes, the Notes will be treated as indebtedness of the Issuer to the Noteholders secured by the Timeshare Loans (the “"Intended Tax Characterization”"). The provisions of this Indenture shall be construed in furtherance of the Intended Tax Characterization. Each of the Issuer, the Servicer, the Indenture Trustee, the Club Trustee and the Backup Servicer by entering into this Indenture, and each Noteholder and Note Owner by acquiring the purchase of a Note or a beneficial interest thereinNote, agree to (i) treat the Notes as indebtedness for all tax purposes and (ii) to report all payments and such transactions with respect to the Notes for purposes of all taxes (including FATCA Withholding Taxes) in a manner consistent with the Intended Tax Characterization, unless otherwise required by applicable law. (c) None of the Issuer, the Servicer, the Club Trustee or the Backup Servicer shall take any action inconsistent with the Indenture Trustee’s 's interest in the Timeshare Loans and each such party shall indicate or shall cause to be indicated in its books and records held on its behalf that each Timeshare Loan and the other Timeshare Loans constituting the Trust Estate has been assigned to the Indenture Trustee on behalf of the Noteholders.

Grant of Security Interest; Tax Treatment. (a) The conveyance by the Issuer of the Timeshare Loans to the Indenture Trustee shall not constitute and is not intended to result in an assumption by the Indenture Trustee or any Noteholder of any obligation of the Issuer or the Servicer to the Obligors, the insurers under any insurance policies, or any other Person in connection with the Timeshare Loans. (b) It is the intention of the parties hereto that, with respect to all taxes, the Notes will be treated as indebtedness secured by the Timeshare Loans (the “Intended Tax Characterization”). The provisions of this Indenture shall be construed in furtherance of the Intended Tax Characterization. Each of the Issuer, the Servicer, the Indenture Trustee, the Club Trustee and the Backup Servicer by entering into this Indenture, and each Noteholder and Note Owner by acquiring the purchase of a Note or a beneficial interest thereinNote, agree to (i) treat the Notes as indebtedness for all tax purposes secured by the Timeshare Loans and (ii) to report all payments and transactions with respect to the Notes for purposes of all taxes (including FATCA Withholding Taxes) in a manner consistent with the Intended Tax Characterization, unless otherwise required by applicable law. (c) None of the Issuer, the Servicer, the Club Trustee or the Backup Servicer shall take any action inconsistent with the Indenture Trustee’s interest in the Timeshare Loans and each such party shall indicate or shall cause to be indicated in its books and records held on its behalf that each Timeshare Loan constituting the Trust Estate has been assigned to the Indenture Trustee on behalf of the Noteholders.

Grant of Security Interest; Tax Treatment. (a) The conveyance by the Issuer of the Timeshare Loans to the Indenture Trustee shall not constitute and is not intended to result in an assumption by the Indenture Trustee or any Noteholder of any obligation of the Issuer or the Servicer to the Obligors, the insurers under any insurance policies, or any other Person in connection with the Timeshare Loans. (b) It is the intention of the parties hereto that, with respect to all taxes, the Notes will be treated as indebtedness to the Noteholders secured by the Timeshare Loans (the “Intended Tax Characterization”). The provisions of this Indenture shall be construed in furtherance of the Intended Tax Characterization. Each of the Issuer, the Servicer, the Indenture Trustee, the Club Trustee and the Backup Servicer by entering into this Indenture, and each Noteholder and Note Owner by acquiring the purchase of a Note or a beneficial interest thereinNote, agree to (i) treat the Notes as indebtedness for all tax purposes to the Noteholders secured by the Timeshare Loans and (ii) to report all payments and transactions with respect to the Notes for purposes of all taxes (including FATCA Withholding Taxes) in a manner consistent with the Intended Tax Characterization, unless otherwise required by applicable law. (c) None of the Issuer, the Servicer, the Club Trustee or the Backup Servicer shall take any action inconsistent with the Indenture Trustee’s interest in the Timeshare Loans and each such party shall indicate or shall cause to be indicated in its books and records held on its behalf that each Timeshare Loan constituting the Trust Estate has been assigned to the Indenture Trustee on behalf of the Noteholders.

Grant of Security Interest; Tax Treatment. (a) The conveyance by the Issuer of the Timeshare Loans to the Indenture Trustee shall not constitute and is not intended to result in an assumption by the Indenture Trustee or any Noteholder of any obligation of the Issuer or the Servicer to the Obligors, the insurers under any insurance policies, or any other Person in connection with the Timeshare Loans. (b) It is the intention of the parties hereto that, with respect to all taxes, the Notes will be treated as indebtedness secured by the Timeshare Loans (the “Intended Tax Characterization”). The provisions of this Indenture shall be construed in furtherance of the Intended Tax Characterization. Each of the The Issuer, the Servicer, the Back-Up Servicer and the Indenture Trustee, the Club Trustee and the Backup Servicer by entering into this Indenture, and each Noteholder and Note Owner Noteholder, by acquiring the purchase of a Note or a beneficial interest thereinNote, agree to (i) treat the Notes as indebtedness for all tax purposes in accordance with the Intended Tax Characterization and (ii) to report all payments and transactions with respect to the Notes for purposes of all taxes (including FATCA Withholding Taxes) in a manner consistent with the Intended Tax Characterization, unless otherwise required by applicable law. If the Notes are not properly treated as indebtedness with respect to all taxes, then the parties intend (as provided in the Trust Agreement) that they shall constitute interests in a partnership for such purposes and, in that regard, agree that no election to treat the Issuer in any part as a corporation under Treasury Regulation section 301.7701-3 shall be made by any Person. (c) None of The Issuer and the Issuer, the Servicer, the Club Trustee or the Backup Servicer shall take any no action inconsistent with the Indenture Trustee’s interest in the Timeshare Loans and each such party shall indicate or shall cause to be indicated in its books and records held on its behalf that each Timeshare Loan constituting the Trust Estate has been assigned pledged to the Indenture Trustee on behalf of the Noteholders.

Grant of Security Interest; Tax Treatment. (a) The conveyance by the Issuer of the Timeshare Loans to the Indenture Trustee shall not constitute and is not intended to result in an assumption by the Indenture Trustee or any Noteholder of any obligation of the Issuer or the Servicer to the Obligors, the insurers under any insurance policies, or any other Person in connection with the Timeshare Loans. (b) It is the intention of the parties hereto that, with respect to all taxes, the Notes will be treated as indebtedness of the Issuer to the Noteholders secured by the Timeshare Loans (the “Intended Tax Characterization”). The provisions of this Indenture shall be construed in furtherance of the Intended Tax Characterization. Each of the Issuer, the Servicer, the Indenture Trustee, the Club Trustee and the Backup Servicer by entering into this Indenture, and each Noteholder and Note Owner by acquiring the purchase of a Note or a beneficial interest thereinNote, agree to (i) treat the Notes as indebtedness for all tax purposes and (ii) to report all payments and such transactions with respect to the Notes for purposes of all taxes (including FATCA Withholding Taxes) in a manner consistent with the Intended Tax Characterization, unless otherwise required by applicable law. (c) None of the Issuer, the Servicer, the Club Trustee or the Backup Servicer shall take any action inconsistent with the Indenture Trustee’s interest in the Timeshare Loans and each such party shall indicate or shall cause to be indicated in its books and records held on its behalf that each Timeshare Loan and the other Timeshare Loans constituting the Trust Estate has been assigned to the Indenture Trustee on behalf of the Noteholders.

Grant of Security Interest; Tax Treatment. (a) The provisions of this Indenture and Servicing Agreement shall be construed in furtherance of the Intended Tax Characterization. The conveyance by the Issuer of the Timeshare Loans to the Indenture Trustee shall not constitute and is are not intended to result in an assumption by the Indenture Trustee or any Noteholder of any obligation of the Issuer or the Servicer to the Obligors, the insurers under any insurance policies, or any other Person in connection with the Timeshare Loans. (b) It is the intention of the parties hereto that, with respect to all taxes, the Notes will be treated as indebtedness of the Issuer to the Noteholders secured by the Timeshare Loans (the “Intended Tax Characterization”). The provisions of this Indenture shall be construed in furtherance of the Intended Tax Characterization. Each of the Issuer, the Servicer, the Back-Up Servicer and the Indenture Trustee, the Club Trustee and the Backup Servicer by entering into this IndentureIndenture and Servicing Agreement, and each Noteholder and Note Owner by acquiring the purchase of a Note or a beneficial interest thereinNote, agree to (i) treat the Notes as indebtedness for all tax purposes and (ii) to report all payments and such transactions with respect to the Notes for purposes of all taxes (including FATCA Withholding Taxes) in a manner consistent with the Intended Tax Characterization, unless otherwise required by applicable law. If the Notes are not properly treated as indebtedness with respect to all taxes, then the parties intend (as provided in the Trust Agreement) that they shall constitute interests in a partnership for such purposes and, in that regard, agree that no election to treat the Issuer in any part as a corporation under Treasury Regulation section 301.7701-3 shall be made by any Person. (c) None of the The Issuer, the Servicer, Servicer and the Club Trustee or the Backup Back-Up Servicer shall take any no action inconsistent with the Indenture Trustee’s interest in the Timeshare Loans and each such party shall indicate or shall cause to be indicated in its books and records held on its behalf that each Timeshare Loan constituting the Trust Estate has been assigned pledged to the Indenture Trustee on behalf of the Noteholders.

Grant of Security Interest; Tax Treatment. (a) The provisions of this Indenture shall be construed in furtherance of the Intended Tax Characterization. The conveyance by the Issuer of the Timeshare Loans to the Indenture Trustee shall not constitute and is are not intended to result in an assumption by the Indenture Trustee or any Noteholder of any obligation of the Issuer or the Servicer to the Obligorsobligors, the insurers under any insurance policies, or any other Person in connection with the Timeshare Loans. (b) It is the intention of the parties hereto that, with respect to all taxes, the Notes will be treated as indebtedness of the Issuer to the Noteholders secured by the Timeshare Loans (the “Intended Tax Characterization”). The provisions of this Indenture shall be construed in furtherance of the Intended Tax Characterization. Each of the Issuer, the Servicer, Servicer and the Indenture Trustee, the Club Trustee and the Backup Servicer by entering into this Indenture, and each Noteholder and Note Owner by acquiring the purchase of a Note or a beneficial interest thereinNote, agree to (i) treat the Notes as indebtedness for all tax purposes and (ii) to report all payments and such transactions with respect to the Notes for purposes of all taxes (including FATCA Withholding Taxes) in a manner consistent with the Intended Tax Characterization, unless otherwise required by applicable law. If the Notes are not properly treated as indebtedness with respect to all taxes, then the parties intend (as provided in the Trust Agreement) that they shall constitute interests in a partnership for such purposes and, in that regard, agree that no election to treat the Issuer in any part as a corporation under Treasury Regulation section 301.7701-3 shall be made by any Person. (c) None of The Issuer and the Issuer, the Servicer, the Club Trustee or the Backup Servicer shall take any no action inconsistent with the Indenture Trustee’s interest in the Timeshare Loans and each such party shall indicate or shall cause to be indicated in its books and records held on its behalf that each Timeshare Loan constituting the Trust Estate has been assigned to the Indenture Trustee on behalf of the Noteholders.

Grant of Security Interest; Tax Treatment. (a) The conveyance by the Issuer of the Timeshare Loans to the Indenture Trustee shall not constitute and is not intended to result in an assumption by the Indenture Trustee or any Noteholder of any obligation of the Issuer or the Servicer to the Obligors, the insurers under any insurance policies, or any other Person in connection with the Timeshare Loans. (b) It is the intention of the parties hereto that, with respect to all taxes, the Notes will be treated as indebtedness (the “Intended Tax Characterization”). The provisions of this Indenture shall be construed in furtherance of the Intended Tax Characterization. Each of the Issuer, the Servicer, the Indenture Trustee, the Club Trustee and the Backup Servicer by entering into this Indenture, and each Noteholder and Note Owner by acquiring the purchase of a Note or a beneficial interest thereinNote, agree to (i) treat the Notes as indebtedness for all tax purposes and (ii) to report all payments and transactions with respect to the Notes for purposes of all taxes (including FATCA Withholding TaxesU.S. federal withholding taxes under FATCA) in a manner consistent with the Intended Tax Characterization, unless otherwise required by applicable law. (c) None of the Issuer, the Servicer, the Club Trustee or the Backup Servicer shall take any action inconsistent with the Indenture Trustee’s interest in the Timeshare Loans and each such party shall indicate or shall cause to be indicated in its books and records held on its behalf that each Timeshare Loan constituting the Trust Estate has been assigned to the Indenture Trustee on behalf of the Noteholders.

Grant of Security Interest; Tax Treatment. (a) The conveyance by the Issuer of the Timeshare Loans to the Indenture Trustee shall not constitute and is not intended to result in an assumption by the Indenture Trustee or any Noteholder of any obligation of the Issuer or the Servicer to the Obligors, the insurers under any insurance policies, or any other Person in connection with the Timeshare Loans. (b) It is the intention of the parties hereto that, with respect to all taxes, the Notes will be treated as indebtedness (the “Intended Tax Characterization”). The provisions of this Indenture shall be construed in furtherance of the Intended Tax Characterization. Each of the Issuer, the Servicer, the Indenture Trustee, the Club Trustee and the Backup Servicer by entering into this Indenture, and each Noteholder and Note Owner by acquiring the purchase of a Note or a beneficial interest thereinNote, agree to (i) treat the Notes as indebtedness for all tax purposes and (ii) to report all payments and transactions with respect to the Notes for purposes of all taxes (including FATCA Withholding Taxes) in a manner consistent with the Intended Tax Characterization, unless otherwise required by applicable law. (c) None of the Issuer, the Servicer, the Club Trustee or the Backup Servicer shall take any action inconsistent with the Indenture Trustee’s interest in the Timeshare Loans and each such party shall indicate or shall cause to be indicated in its books and records held on its behalf that each Timeshare Loan constituting the Trust Estate has been assigned to the Indenture Trustee on behalf of the Noteholders.

Grant of Security Interest; Tax Treatment. (a) The conveyance by the Issuer of the Timeshare Loans to the Indenture Trustee shall not constitute and is not intended to result in an assumption by the Indenture Trustee or any Noteholder of any obligation of the Issuer or the Servicer to the Obligors, the insurers under any insurance policies, or any other Person in connection with the Timeshare Loans. (b) It is the intention of the parties hereto that, with respect to all taxes, the Notes will be treated as indebtedness of the Issuer to the Noteholders secured by the Timeshare Loans (the “Intended Tax Characterization”"INTENDED TAX CHARACTERIZATION"). The provisions of this Indenture shall be construed in furtherance of the Intended Tax Characterization. Each of the Issuer, the Servicer, the Indenture Trustee, the Club Trustee and the Backup Servicer by entering into this Indenture, and each Noteholder and Note Owner by acquiring the purchase of a Note or a beneficial interest thereinNote, agree to (i) treat the Notes as indebtedness for all tax purposes and (ii) to report all payments and such transactions with respect to the Notes for purposes of all taxes (including FATCA Withholding Taxes) in a manner consistent with the Intended Tax Characterization, unless otherwise required by applicable law. (c) None of the Issuer, the Servicer, the Club Trustee or the Backup Servicer shall take any action inconsistent with the Indenture Trustee’s 's interest in the Timeshare Loans and each such party shall indicate or shall cause to be indicated in its books and records held on its behalf that each Timeshare Loan and the other Timeshare Loans constituting the Trust Estate has been assigned to the Indenture Trustee on behalf of the Noteholders.

Grant of Security Interest; Tax Treatment. (a) The provisions of this Indenture and Servicing Agreement shall be construed in furtherance of the Intended Tax Characterization. The conveyance by the Issuer of the Timeshare Loans to the Indenture Trustee shall not constitute and is are not intended to result in an assumption by the Indenture Trustee or any Noteholder of any obligation of the Issuer or the Servicer to the Obligors, the insurers under any insurance policies, or any other Person in connection with the Timeshare Loans. (b) It is the intention of the parties hereto that, with respect to all taxes, the Notes will be treated as indebtedness (the “Intended Tax Characterization”). The provisions of this Indenture shall be construed in furtherance of the Intended Tax Characterization. Each of the Issuer, the Servicer, the Back-Up Servicer and the Indenture Trustee, the Club Trustee and the Backup Servicer by entering into this IndentureIndenture and Servicing Agreement, and each Noteholder and Note Owner by acquiring the purchase of a Note or a beneficial interest thereinNote, agree to (i) treat the Notes as indebtedness for all tax purposes and (ii) to report all payments and such transactions with respect to the Notes for purposes of all taxes (including FATCA Withholding TaxesU.S. federal withholding taxes under FATCA) in a manner consistent with the Intended Tax Characterization, unless otherwise required by applicable law. If the Notes are not properly treated as indebtedness with respect to all taxes, then the parties intend (as provided in the Trust Agreement) that they shall constitute interests in a partnership for such purposes and, in that regard, agree that no election to treat the Issuer in any part as a corporation under Treasury Regulation section 301.7701-3 shall be made by any Person. (c) None of the The Issuer, the Servicer, Servicer and the Club Trustee or the Backup Back-Up Servicer shall take any no action inconsistent with the Indenture Trustee’s interest in the Timeshare Loans and each such party shall indicate or shall cause to be indicated in its books and records held on its behalf that each Timeshare Loan constituting the Trust Estate has been assigned pledged to the Indenture Trustee on behalf of the Noteholders.

Grant of Security Interest; Tax Treatment. (a) The conveyance by the Issuer of the Timeshare Loans to the Indenture Trustee shall not constitute and is not intended to result in an assumption by the Indenture Trustee or any Noteholder of any obligation of the Issuer or the Servicer to the Obligors, the insurers under any insurance policies, or any other Person in connection with the Timeshare Loans.29 (b) It is the intention of the parties hereto that, with respect to all taxes, the Notes will be treated as indebtedness (the “Intended Tax Characterization”). The provisions of this Indenture shall be construed in furtherance of the Intended Tax Characterization. Each of the Issuer, the Servicer, the Indenture Trustee, the Club Trustee and the Backup Servicer by entering into this Indenture, and each Noteholder and Note Owner by acquiring a Note or a beneficial interest therein, agree to (i) treat the Notes as indebtedness for all tax purposes and (ii) to report all payments and transactions with respect to the Notes for purposes of all taxes (including FATCA Withholding Taxes) in a manner consistent with the Intended Tax Characterization, unless otherwise required by applicable law. (c) None of the Issuer, the Servicer, the Club Trustee or the Backup Servicer shall take any action inconsistent with the Indenture Trustee’s interest in the Timeshare Loans and each such party shall indicate or shall cause to be indicated in its books and records held on its behalf that each Timeshare Loan constituting the Trust Estate has been assigned to the Indenture Trustee on behalf of the Noteholders.

Grant of Security Interest; Tax Treatment. (a) The conveyance by the Issuer of the Timeshare Loans to the Indenture Trustee shall not constitute and is not intended to result in an assumption by the Indenture Trustee or any Noteholder of any obligation of the Issuer or the Servicer to the Obligors, the insurers under any insurance policies, or any other Person in connection with the Timeshare Loans. (b) It is the intention of the parties hereto that, with respect to all taxes, the Notes will be treated as indebtedness secured by the Timeshare Loans (the “Intended Tax Characterization”). The provisions of this Indenture shall be construed in furtherance of the Intended Tax Characterization. Each of the The Issuer, the Servicer, the Back-Up Servicer and the Indenture Trustee, the Club Trustee and the Backup Servicer by entering into this Indenture, and each Noteholder and Note Owner Noteholder, by acquiring the purchase of a Note or a beneficial interest thereinNote, agree to (i) treat the Notes as indebtedness for all tax purposes in accordance with the Intended Tax Characterization and (ii) to report all payments and transactions with respect to the Notes for purposes of all taxes (including FATCA Withholding Taxes) in a manner consistent with the Intended Tax Characterization, unless otherwise required by applicable law. If the Notes are not properly treated as indebtedness with respect to all taxes, then the parties intend (as provided in the KL2 2817472.7 Trust Agreement) that they shall constitute interests in a partnership for such purposes and, in that regard, agree that no election to treat the Issuer in any part as a corporation under Treasury Regulation section 301.7701-3 shall be made by any Person. (c) None of The Issuer and the Issuer, the Servicer, the Club Trustee or the Backup Servicer shall take any no action inconsistent with the Indenture Trustee’s interest in the Timeshare Loans and each such party shall indicate or shall cause to be indicated in its books and records held on its behalf that each Timeshare Loan constituting the Trust Estate has been assigned pledged to the Indenture Trustee on behalf of the Noteholders.

Grant of Security Interest; Tax Treatment. (a) The conveyance by the Note Issuer of the Timeshare Loans to the Indenture Trustee Collateral Agent shall not constitute and is not intended to result in an assumption by the Indenture Trustee Collateral Agent or any the Noteholder of any obligation of the Note Issuer or the Servicer to the Obligors, the insurers under any insurance policies, or any other Person in connection with the Timeshare Loans. (b) It is the intention of the parties hereto that, with respect to all taxes, the Notes Note will be treated as indebtedness of the Note Issuer to the Noteholder secured by the Timeshare Loans (the “Intended Tax Characterization”). The provisions of this Indenture Note Purchase Agreement shall be construed in furtherance of the Intended Tax Characterization. Each of the Note Issuer, the Servicer, the Indenture TrusteeCollateral Agent, the Club Trustee and the Backup Servicer by entering into this IndentureNote Purchase Agreement, and each the Noteholder and Note Owner by acquiring a Note or a beneficial interest thereinthe purchase of the Note, agree to (i) treat the Notes as indebtedness for all tax purposes and (ii) to report all payments and such transactions with respect to the Notes for purposes of all taxes (including FATCA Withholding Taxes) in a manner consistent with the Intended Tax Characterization, unless otherwise required by applicable law. (c) None of the Note Issuer, the Servicer, the Club Trustee or the Backup Servicer shall take any action inconsistent with the Indenture TrusteeCollateral Agent’s interest in the Timeshare Loans and each such party shall indicate or shall cause to be indicated in its books and records held on its behalf that each Timeshare Loan and the other Timeshare Loans constituting the Trust Estate Timeshare Loans Collateral has been assigned to the Indenture Trustee Collateral Agent on behalf of the NoteholdersNoteholder.

Grant of Security Interest; Tax Treatment. (a) The conveyance by the Issuer of the Timeshare Loans to the Indenture Trustee shall not constitute and is not intended to result in an assumption by the Indenture Trustee or any Noteholder of any obligation of the Issuer or the Servicer to the Obligors, the insurers under any insurance policies, or any other Person in connection with the Timeshare Loans. (b) It is the intention of the parties hereto that, with respect to all taxes, the Notes will be treated as indebtedness secured by the Timeshare Loans (the “Intended Tax KL2 2868730.8 Characterization”). The provisions of this Indenture shall be construed in furtherance of the Intended Tax Characterization. Each of the The Issuer, the Servicer, the Back-Up Servicer and the Indenture Trustee, the Club Trustee and the Backup Servicer by entering into this Indenture, and each Noteholder and Note Owner Noteholder, by acquiring the purchase of a Note or a beneficial interest thereinNote, agree to (i) treat the Notes as indebtedness for all tax purposes in accordance with the Intended Tax Characterization and (ii) to report all payments and transactions with respect to the Notes for purposes of all taxes (including FATCA Withholding TaxesU.S. federal withholding taxes under FATCA) in a manner consistent with the Intended Tax Characterization, unless otherwise required by applicable law. If the Notes are not properly treated as indebtedness with respect to all taxes, then the parties intend (as provided in the Trust Agreement) that they shall constitute interests in a partnership for such purposes and, in that regard, agree that no election to treat the Issuer in any part as a corporation under Treasury Regulation section 301.7701-3 shall be made by any Person. (c) None of The Issuer and the Issuer, the Servicer, the Club Trustee or the Backup Servicer shall take any no action inconsistent with the Indenture Trustee’s interest in the Timeshare Loans and each such party shall indicate or shall cause to be indicated in its books and records held on its behalf that each Timeshare Loan constituting the Trust Estate has been assigned pledged to the Indenture Trustee on behalf of the Noteholders.

Grant of Security Interest; Tax Treatment. (a) a. The conveyance by the Issuer of the Timeshare Loans to the Indenture Trustee shall not constitute and is not intended to result in an assumption by the Indenture Trustee or any Noteholder of any obligation of the Issuer or the Servicer to the Obligors, the to insurers under any insurance policies, or any other Person in connection with the Timeshare Loans. (b) b. It is the intention of the parties hereto that, with respect to all taxes, the Notes will be treated as indebtedness secured by the Timeshare Loans (the “Intended Tax Characterization”). The provisions of this Indenture shall be construed in furtherance of the Intended Tax Characterization. Each of the Issuer, the Servicer, the Indenture Trustee, the Club Trustee and the Backup Servicer Servicer, by entering into this Indenture, and each Noteholder and Note Owner Noteholder, by acquiring the purchase of a Note or a beneficial interest thereinNote, agree to (i) treat the Notes as indebtedness for all tax purposes in accordance with the Intended Tax Characterization and (ii) to report all payments and transactions with respect to the Notes for purposes of all taxes (including FATCA Withholding Taxes) in a manner consistent with the Intended Tax Characterization, unless otherwise required by applicable law. (c) c. None of the Issuer, the Servicer, the Club Trustee Servicer or the Backup Servicer shall take any action inconsistent with the Indenture Trustee’s 's interest in the Timeshare Loans and each such party shall indicate or shall cause to be indicated in its books and records held on its behalf that each Timeshare Loan constituting the Trust Estate has been assigned to the Indenture Trustee on behalf of the Noteholders.

Grant of Security Interest; Tax Treatment. (a) The conveyance by the Issuer of the Timeshare Loans to the Indenture Trustee shall not constitute and is not intended to result in an assumption by the Indenture Trustee or any Noteholder of any obligation of the Issuer or the Servicer to the Obligors, the to insurers under any insurance policies, or any other Person in connection with the Timeshare Loans. (b) It is the intention of the parties hereto that, with respect to all taxes, the Notes will be treated as indebtedness of the Issuer to the Noteholders secured by the Timeshare Loans (the “Intended Tax Characterization”). The provisions of this Indenture shall be construed in furtherance of the Intended Tax Characterization. Each of the Issuer, the Servicer, the Indenture Trustee, the Club Trustee and the Backup Servicer by entering into this Indenture, and each Noteholder and Note Owner by acquiring the purchase of a Note or a beneficial interest thereinNote, agree to (i) treat the Notes as indebtedness for all tax purposes and (ii) to report all payments and such transactions with respect to the Notes for purposes of all taxes (including FATCA Withholding Taxes) in a manner consistent with the Intended Tax Characterization, unless otherwise required by applicable law. (c) None of the Issuer, the Servicer, the Club Trustee Servicer or the Backup Servicer shall take any action inconsistent with the Indenture Trustee’s interest in the Timeshare Loans and each such party shall indicate or shall cause to be indicated in its books and records held on its behalf that each such Timeshare Loan and the other Timeshare Loans constituting the Trust Estate has Collateral have been assigned to the Indenture Trustee on behalf of the Noteholders.

Grant of Security Interest; Tax Treatment. (a) The conveyance by the Issuer of the Timeshare Loans to the Indenture Trustee shall not constitute and is not intended to result in an assumption by the Indenture Trustee or any Noteholder of any obligation of the Issuer or the Servicer to the Obligors, the to insurers under any insurance policies, or any other Person in connection with the Timeshare Loans. (b) It is the intention of the parties hereto that, with respect to all taxes, the Notes will be treated as indebtedness secured by the Timeshare Loans (the “Intended Tax Characterization”). The provisions of this Indenture shall be construed in furtherance of the Intended Tax Characterization. Each of the Issuer, the Servicer, the Indenture Trustee, the Club Trustee and the Backup Servicer Servicer, by entering into this Indenture, and each Noteholder and Note Owner Noteholder, by acquiring the purchase of a Note or a beneficial interest thereinNote, agree to (i) treat the Notes as indebtedness for all tax purposes in accordance with the Intended Tax Characterization and (ii) to report all payments and transactions with respect to the Notes for purposes of all taxes (including FATCA Withholding Taxes) in a manner consistent with the Intended Tax Characterization, unless otherwise required by applicable law. (c) None of the Issuer, the Servicer, the Club Trustee Servicer or the Backup Servicer shall take any action inconsistent with the Indenture Trustee’s interest in the Timeshare Loans and each such party shall indicate or shall cause to be indicated in its books and records held on its behalf that each Timeshare Loan constituting the Trust Estate has been assigned to the Indenture Trustee on behalf of the Noteholders.

Grant of Security Interest; Tax Treatment. (a) The conveyance by the Issuer of the Timeshare Loans to the Indenture Trustee shall not constitute and is not intended to result in an assumption by the Indenture Trustee or any Noteholder of any obligation of the Issuer or the Servicer to the Obligors, the insurers under any insurance policies, or any other Person in connection with the Timeshare Loans. (b) It is the intention of the parties hereto that, with respect to all taxes, the Notes will be treated as indebtedness (the “Intended Tax Characterization”). The provisions of this Indenture shall be construed in furtherance of the Intended Tax Characterization. Each of the The Issuer, the Servicer, the Back-Up Servicer and the Indenture Trustee, the Club Trustee and the Backup Servicer by entering into this Indenture, and each Noteholder and or each Note Owner Owner, by acquiring the purchase of a Note or a beneficial interest thereinNote, agree to (i) to treat the Notes as indebtedness for all tax purposes in accordance with the Intended Tax Characterization and (ii) to report all payments and transactions with respect to the Notes for purposes of all taxes (including FATCA Withholding TaxesU.S. federal withholding taxes under FATCA) in a manner consistent with the Intended Tax Characterization, unless and (ii) to take no action or fail to take any action, which could reasonably be expected to prevent the Notes from being treated in a manner consistent with the Intended Tax Characterization, unless, in either case, otherwise required by applicable law. If the Notes are not properly treated as indebtedness with respect to all taxes, then the parties intend (as provided in the Trust Agreement) that they shall constitute interests in a partnership for such purposes and, in that regard, agree that no election to treat the Issuer in any part as a corporation under Treasury Regulation section 301.7701-3 shall be made by any Person. (c) None of The Issuer and the Issuer, the Servicer, the Club Trustee or the Backup Servicer shall take any no action inconsistent with the Indenture Trustee’s interest in the Timeshare Loans and each such party shall indicate or shall cause to be indicated in its books and records held on its behalf that each Timeshare Loan constituting the Trust Estate has been assigned pledged to the Indenture Trustee on behalf of the Noteholders.

Grant of Security Interest; Tax Treatment. (a) a. The conveyance by the Issuer of the Timeshare Loans to the Indenture Trustee shall not constitute and is not intended to result in an assumption by the Indenture Trustee or any Noteholder of any obligation of the Issuer or the Servicer to the Obligors, the to insurers under any insurance policies, or any other Person in connection with the Timeshare Loans. (b) b. It is the intention of the parties hereto that, with respect to all taxes, the Notes will be treated as indebtedness secured by the Timeshare Loans (the “Intended Tax Characterization”). The provisions of this Indenture shall be construed in furtherance of the Intended Tax Characterization. Each of the Issuer, the Servicer, the Indenture Trustee, the Club Trustee and the Backup Servicer Servicer, by entering into this Indenture, and each Noteholder and Note Owner Noteholder, by acquiring the purchase of a Note or a beneficial interest thereinNote, agree to (i) treat the Notes as indebtedness for all tax purposes in accordance with the Intended Tax Characterization and (ii) to report all payments and transactions with respect to the Notes for purposes of all taxes (including FATCA Withholding Taxes) in a manner consistent with the Intended Tax Characterization, unless otherwise required by applicable law. (c) c. None of the Issuer, the Servicer, the Club Trustee Servicer or the Backup Servicer shall take any action inconsistent with the Indenture Trustee’s 's interest in the Timeshare Loans and each such party shall indicate or shall cause to be indicated in its books and records held on its behalf that each Timeshare Loan constituting the Trust Estate Collateral has been assigned to the Indenture Trustee on behalf of the Noteholders.