Common use of Indenture Trustee May File Proofs of Claim Clause in Contracts

Indenture Trustee May File Proofs of Claim. In case of the pendency of any Insolvency Event or other similar relative to the Issuer or any other obligor upon the Notes or the property of the Issuer or of such other obligor, the Indenture Trustee (irrespective of whether the principal of the Notes will then be due and payable as therein expressed or by declaration or otherwise) will be entitled and empowered by intervention in such proceeding or otherwise, (a) to file and prove a claim for the whole amount of principal and interest owing and unpaid in respect of the Notes and to file such other papers or documents as may be necessary and advisable in order to have the claims of the Indenture Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel and all other amounts due the Indenture Trustee under Section 4.5) and of the Noteholders allowed in such judicial proceeding, and (b) to collect and receive any funds or other property payable or deliverable on any such claims and to distribute the same; and any receiver, assignee, trustee, liquidator or other similar official in any such proceeding is hereby authorized by each Noteholder to make such payment to the Indenture Trustee, and in the event that the Indenture Trustee will consent to the making of such payments directly to the Noteholders, to pay to the Indenture Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel, and any other amounts due the Indenture Trustee under Section 4.5. Nothing herein contained will be deemed to authorize the Indenture Trustee to authorize or consent to or accept or adopt on behalf of any Noteholder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder thereof, or to authorize the Indenture Trustee to vote in respect of the claim of any Noteholder in any such proceeding.

Indenture Trustee May File Proofs of Claim. In case of the pendency of any Insolvency Event or other similar proceeding or event relative to the Issuer or any other obligor upon the Notes or the property of the Issuer or of such other obligor, the Indenture Trustee (irrespective of whether the principal of the Notes will then be due and payable as therein expressed or by declaration or otherwise) will be entitled and empowered by intervention in such proceeding or otherwise, (a) to file and prove a claim for the whole amount of principal and interest owing and unpaid in respect of the Notes and to file such other papers or documents as may be necessary and advisable in order to have the claims of the Indenture Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel and all other amounts due the Indenture Trustee under Section 4.5) and of the Noteholders allowed in such judicial proceeding, and (b) to collect and receive any funds or other property payable or deliverable on any such claims and to distribute the same; and any receiver, assignee, trustee, liquidator or other similar official in any such proceeding is hereby authorized by each Noteholder to make such payment to the Indenture TrusteeTrustee and Xxxxx Fargo Bank, N.A. (in all its capacities), and in the event that the Indenture Trustee will consent consents to the making of such payments directly to the Noteholders, to pay to the Indenture Trustee and Xxxxx Fargo Bank, N.A. (in all its capacities) any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Indenture TrusteeTrustee and Xxxxx Fargo Bank, N.A. (in all its capacities), their agents and counsel, and any other amounts due the Indenture Trustee and Xxxxx Fargo Bank, N.A. (in all its capacities) under Section 4.5. Nothing herein contained will be deemed to authorize the Indenture Trustee to authorize or consent to or accept or adopt on behalf of any Noteholder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder Noteholder thereof, or to authorize the Indenture Trustee to vote in respect of the claim of any Noteholder in any such proceeding.

Indenture Trustee May File Proofs of Claim. In case of the pendency of any Insolvency Event or other similar relative to the Issuer or any other obligor upon the Notes or the property of the Issuer or of such other obligor, the The Indenture Trustee (irrespective of whether the principal of the Notes will then be due and payable as therein expressed or by declaration or otherwise) will be entitled and empowered by intervention in such proceeding or otherwise, (a) to file and prove a claim for the whole amount of principal and interest owing and unpaid in respect of the Notes and is authorized to file such proofs of claim and other papers or documents as may be necessary and or advisable in order to have the claims of the Indenture Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel and all other amounts due counsel, subject to the Indenture Trustee under Section 4.5limitations contained herein) and of the Noteholders Holders allowed in any judicial Proceedings relative to the Issuer or any guarantor (or any other obligor upon the Notes), its creditors or its property and shall be entitled and empowered to participate as a member, voting or otherwise, of any official committee of creditors appointed in such judicial proceedingmatter and shall be entitled and empowered to collect, and (b) to collect receive and receive distribute any funds money or other property payable or deliverable on any such claims and to distribute the same; and any receiver, assignee, trustee, liquidator or other similar official custodian in any such proceeding judicial Proceeding is hereby authorized by each Noteholder Holder to make such payment payments to the Indenture Trustee, and in the event that the Indenture Trustee will shall consent to the making of such payments directly to the NoteholdersHolders, to pay to the Indenture Trustee any amount due to it for the reasonable compensation, expenses and disbursements of the Indenture Trustee, its agents and counsel, and any other amounts due the Indenture Trustee under Section 6.07 hereof subject to the limitations contained herein. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel, and any other amounts due the Indenture Trustee under Section 4.56.07 hereof subject to the limitation contained herein out of the estate in any such Proceeding, shall be denied for any reason, payment of the same shall be paid out of any and all distributions, dividends, money, securities and other property that the Holders may be entitled to receive in such Proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing herein contained will shall be deemed to authorize the Indenture Trustee to authorize or consent to or accept or adopt on behalf of any Noteholder Holder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder thereofHolder, or to authorize the Indenture Trustee to vote in respect of the claim of any Noteholder Holder in any such proceedingProceeding.

Indenture Trustee May File Proofs of Claim. In case of the pendency of any Insolvency Event receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, composition or other similar judicial Proceeding relative to the Issuer Issuing Entity or any other obligor upon any of the Notes or the property of the Issuer Issuing Entity or of such other obligorobligor or their creditors, the Indenture Trustee (irrespective of whether the principal of the Notes will shall then be due and payable as therein expressed or by declaration or otherwise) will otherwise and irrespective of whether the Indenture Trustee shall have made any demand on the Issuing Entity for the payment of any overdue principal or interest shall be entitled and empowered empowered, by intervention in such proceeding Proceeding or otherwise,otherwise to: (a) to file and prove a claim for the whole amount of principal and interest owing and unpaid in respect of the Notes and to file such other papers or documents as may be necessary and or advisable in order to have the claims of the Indenture Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel and all other amounts due the Indenture Trustee under Section 4.5) and of counsel), the Noteholders allowed in such judicial proceedingProceeding, and (b) to collect and receive any funds moneys or other property payable or deliverable on any such claims and to distribute the same; and any receiver, assignee, trustee, liquidator liquidator, or sequestrator (or other similar official official) in any such proceeding Proceeding is hereby authorized by each Noteholder to make such payment payments to the Indenture TrusteeTrustee and, and in the event that the Indenture Trustee will shall consent to the making of such payments directly to the Noteholders, to pay to the Indenture Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel, and any other amounts due the Indenture Trustee under Section 4.5. Nothing herein contained will shall be deemed to authorize the Indenture Trustee to authorize or consent to or accept or adopt on behalf of any Noteholder any plan of reorganization, arrangement, adjustment or composition affecting any of the Notes or the rights of any Holder thereof, or to authorize the Indenture Trustee to vote in respect of the claim of any Noteholder in any such proceedingProceeding.

Indenture Trustee May File Proofs of Claim. In case of the pendency of any Insolvency Event receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other similar judicial proceeding relative to the Issuer or any other obligor upon the Notes or the property of the Issuer or of such other obligorobligor or their creditors, the Indenture Trustee (irrespective of whether the principal of the Notes will then be due and payable as therein expressed or by declaration or otherwiseotherwise and irrespective of whether the Indenture Trustee will have made any demand on the Issuer for the payment of overdue principal or interest) will be entitled and empowered empowered, by intervention in such proceeding proceedings or otherwise, (ai) to file and prove a claim for the whole amount of principal and interest owing and unpaid in respect of the Notes and to file such other papers or documents as may be necessary and advisable in order to have the claims of the Indenture Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel and all other amounts due the Indenture Trustee under Section 4.5807) and of the Noteholders allowed in such judicial proceeding, and (bii) to collect and receive any funds or other property payable or deliverable on any such claims and to distribute the same; and any receiver, assignee, trustee, liquidator liquidator, sequestrator (or other similar official official) in any such judicial proceeding is hereby authorized by each Noteholder to make such payment to the Indenture Trustee, Trustee and in the event that the Indenture Trustee will consent to the making of such payments directly to the Noteholders, to pay to the Indenture Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel, and any other amounts due the Indenture Trustee under Section 4.5807. Nothing herein contained will be deemed to authorize the Indenture Trustee to authorize or consent to or accept or adopt on behalf of any Noteholder any plan of or reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder thereof, or to authorize the Indenture Trustee to vote in respect of the claim of any Noteholder in any such proceeding.

Indenture Trustee May File Proofs of Claim. (a) In case of the pendency of any Insolvency Event receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other similar judicial proceeding relative to the Issuer or any other obligor upon the Notes Issuer, or the property of the Issuer or of such other obligorIssuer, the Indenture Trustee (irrespective of whether the principal of the Notes will shall then be due and payable as therein expressed or by declaration or otherwiseotherwise and irrespective of whether the Indenture Trustee shall have made any demand on the Issuer for the payment of overdue principal or interest) will shall be entitled and empowered empowered, by intervention in such proceeding or otherwise,: (ai) to file and prove a claim for the whole amount of principal and interest owing and unpaid in respect of the Notes and to file such other papers or documents as may be necessary and or advisable in order to have the claims of the Indenture Trustee and any predecessor Indenture Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and any predecessor Indenture Trustee, its their agents and counsel and all other amounts due the Indenture Trustee under Section 4.5counsel) and of the Noteholders allowed in such judicial proceeding, and; (bii) to collect and receive any funds moneys or other property payable or deliverable on any such claims and to distribute the same; and (iii) to participate as a member, voting or otherwise, of any official committee of creditors appointed in such matter; and any custodian, receiver, liquidator, assignee, trustee, liquidator sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Noteholder to make such payment payments to the Indenture Trustee, Trustee and in the event that the Indenture Trustee will consent to the making of such payments directly to the Noteholders, to pay to the Indenture Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and any predecessor Indenture Trustee, its their agents and counsel, and any other amounts due the Indenture Trustee and any predecessor Indenture Trustee under Section 4.5. 7.06 hereof. (b) Nothing herein contained will shall be deemed to authorize the Indenture Trustee to authorize or consent to or accept or adopt on behalf of any Noteholder any plan of reorganization, arrangementagreement, adjustment or composition affecting the Notes or the rights of any Holder thereof, Noteholder thereof or affecting the Timeshare Loans or the other assets constituting the Trust Estate or to authorize the Indenture Trustee to vote in respect of the claim of any Noteholder in any such proceeding.

Indenture Trustee May File Proofs of Claim. In case of the pendency of any Insolvency Event receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other similar judicial proceeding relative to the Issuer Company or any other obligor upon the Notes Securities or the property of the Issuer Company or of such other obligorobligor or their creditors, the Indenture Trustee (irrespective of whether the principal of the Notes will Securities of any series shall then be due and payable as therein expressed or by declaration or otherwiseotherwise and irrespective of whether the Indenture Trustee shall have made any demand on the Company for the payment of overdue principal, premium, if any, or interest) will shall be entitled and empowered empowered, by intervention in such proceeding or otherwise,: (ai) to file and prove a claim for the whole amount, or such lesser amount as may be provided for in the Securities of such series, of principal (and premium, if any) and interest and Additional Amounts, if any, owing and unpaid in respect of the Notes Securities and to file such other papers or documents as may be necessary and or advisable in order to have the claims of the Indenture Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel and all other amounts due the Indenture Trustee under Section 4.5counsel) and of the Noteholders Holders allowed in such judicial proceeding, and (bii) to collect and receive any funds moneys or other property payable or deliverable on any such claims and to distribute the same; and any custodian, receiver, assignee, trustee, liquidator liquidator, sequestrator (or other similar official official) in any such judicial proceeding is hereby authorized by each Noteholder Holder of Securities of such series and coupons to make such payment payments to the Indenture Trustee, and in the event that the Indenture Trustee will shall consent to the making of such payments directly to the NoteholdersHolders, to pay to the Indenture Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and any predecessor Indenture Trustee, its their agents and counsel, and any other amounts due the Indenture Trustee or any predecessor Indenture Trustee under Section 4.56.06. Nothing herein contained will shall be deemed to authorize the Indenture Trustee to authorize or consent to or accept or adopt on behalf of any Noteholder Holder of a Security or coupon any plan of reorganization, arrangement, adjustment or composition affecting the Notes Securities or coupons or the rights of any Holder thereof, or to authorize the Indenture Trustee to vote in respect of the claim of any Noteholder Holder of a Security or coupon in any such proceeding. In any proceedings brought by the Indenture Trustee (and also any proceedings involving the interpretation of any provision of this Indenture to which the Indenture Trustee shall be a party) the Indenture Trustee shall be held to represent all the Holders of the Securities, and it shall not be necessary to make any Holders of the Securities parties to any such proceedings.

Indenture Trustee May File Proofs of Claim. In case of the pendency of any Insolvency Event receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, composition or other similar judicial Proceeding relative to the Issuer Issuing Entity or any other obligor upon any of the Notes or the property of the Issuer Issuing Entity or of such other obligorobligor or their creditors, the Indenture Trustee (irrespective of whether the principal of the Notes will shall then be due and payable as therein expressed or by declaration or otherwise) will otherwise and irrespective of whether the Indenture Trustee shall have made any demand on the Issuing Entity for the payment of any overdue principal or interest shall be entitled and empowered empowered, by intervention in such proceeding Proceeding or otherwise,otherwise to: (a) to file and prove a claim for the whole amount of principal and interest owing and unpaid in respect of the Notes and to file such other papers or documents as may be necessary and or advisable in order to have the claims of the Indenture Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel and all other amounts due the Indenture Trustee under Section 4.5) and of counsel), the Noteholders allowed in such judicial proceeding, Proceeding; and (b) to collect and receive any funds moneys or other property payable or deliverable on any such claims and to distribute the same; and any receiver, assignee, trustee, liquidator liquidator, or sequestrator (or other similar official official) in any such proceeding Proceeding is hereby authorized by each Noteholder to make such payment payments to the Indenture TrusteeTrustee and, and in the event that the Indenture Trustee will shall consent to the making of such payments directly to the Noteholders, to pay to the Indenture Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel, and any other amounts due the Indenture Trustee under Section 4.5. Nothing herein contained will shall be deemed to authorize the Indenture Trustee to authorize or consent to or accept or adopt on behalf of any Noteholder any plan of reorganization, arrangement, adjustment or composition affecting any of the Notes or the rights of any Holder thereof, or to authorize the Indenture Trustee to vote in respect of the claim of any Noteholder in any such proceedingProceeding.

Indenture Trustee May File Proofs of Claim. In case of the pendency of any Insolvency Event receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, composition or other similar judicial proceeding relative to the Issuer Trust or any other obligor upon the Notes or the property of held in the Issuer Trust or of such other obligorobligor or their creditors, the Indenture Trustee (irrespective of whether the principal of the Notes will shall then be due and payable as therein expressed or by declaration or otherwiseotherwise and irrespective of whether the Indenture Trustee shall have made any demand on the Trust for the payment of any overdue principal, premium or interest) will shall be entitled and empowered empowered, by intervention in such proceeding or otherwise, (a) to file and prove a claim for the whole amount of principal of, and any premium and interest owing and unpaid in respect of of, the Notes and to file such other papers or documents as may be necessary and or advisable in order to have the claims of the Indenture Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel and all other amounts due the Indenture Trustee under Section 4.5counsel) and of the Noteholders Holders allowed in such judicial proceeding, ; and (b) to collect and receive any funds moneys or other property payable or deliverable on any such claims and to distribute the same; , and any custodian, receiver, assignee, trustee, liquidator liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Noteholder Holder to make such payment payments to the Indenture TrusteeTrustee and, and in the event that the Indenture Trustee will consent shall consent, to the making of make such payments directly to the NoteholdersHolders, and to pay to the Indenture Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel, and any other amounts due to the Indenture Trustee under Section 4.57.10. Nothing herein contained will in the Indenture shall be deemed to authorize the Indenture Trustee to authorize or consent to or accept or adopt on behalf of any Noteholder Holder any plan of reorganization, arrangement, adjustment adjustment, or composition affecting any of the Notes or the rights of any Holder thereof, or to authorize the Indenture Trustee to vote in respect of the claim of any Noteholder Holder in any such proceeding.

Indenture Trustee May File Proofs of Claim. In case of the pendency of any Insolvency Event receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, composition or other similar judicial Proceeding relative to the Issuer Trust or any other obligor upon any of the Notes or the property of the Issuer Trust or of such other obligorobligor or their creditors, the Indenture Trustee (irrespective of whether the principal of the Notes will shall then be due and payable as therein expressed or by declaration or otherwise) will otherwise and irrespective of whether the Indenture Trustee shall have made any demand on the Trust for the payment of any overdue principal or interest shall be entitled and empowered empowered, by intervention in such proceeding Proceeding or otherwise,otherwise to: (a) to file and prove a claim for the whole amount of principal and interest owing and unpaid in respect of the Notes and to file such other papers or documents as may be necessary and or advisable in order to have the claims of the Indenture Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel and all other amounts due the Indenture Trustee under Section 4.5) and of counsel), the Noteholders allowed in such judicial proceedingProceeding, and (b) to collect and receive any funds moneys or other property payable or deliverable on any such claims and to distribute the same; and any receiver, assignee, trustee, liquidator liquidator, or sequestrator (or other similar official official) in any such proceeding Proceeding is hereby authorized by each Noteholder to make such payment payments to the Indenture TrusteeTrustee and, and in the event that the Indenture Trustee will shall consent to the making of such payments directly to the Noteholders, to pay to the Indenture Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel, and any other amounts due the Indenture Trustee under Section 4.5. Nothing herein contained will shall be deemed to authorize the Indenture Trustee to authorize or consent to or accept or adopt on behalf of any Noteholder any plan of reorganization, arrangement, adjustment or composition affecting any of the Notes or the rights of any Holder thereof, or to authorize the Indenture Trustee to vote in respect of the claim of any Noteholder in any such proceedingProceeding.

Indenture Trustee May File Proofs of Claim. (a) In case of the pendency of any Insolvency Event receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other similar judicial proceeding relative to the Issuer Issuer, or any other obligor upon in respect of the Notes Notes, or the property of the Issuer Issuer, or of such other obligorobligor or their creditors, the Indenture Trustee (irrespective of whether the principal of the Notes will shall then be due and payable as therein expressed or by declaration or otherwiseotherwise and irrespective of whether the Indenture Trustee shall have made any demand on the Issuer for the payment of overdue principal or interest) will shall be entitled and empowered empowered, by intervention in such proceeding or otherwise,: (ai) to file and prove a claim for the whole amount of principal and interest owing and unpaid in respect of the Notes and to file such other papers or documents as may be necessary and or advisable in order to have the claims of the Indenture Trustee and any predecessor Indenture Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and any predecessor Indenture Trustee, its their agents and counsel and all other amounts due the Indenture Trustee under Section 4.5counsel) and of the Noteholders allowed in such judicial proceeding, and; (bii) to collect and receive any funds moneys or other property payable or deliverable on any such claims and to distribute the same; and (iii) to participate as a member, voting or otherwise, of any official committee of creditors appointed in such matter; and any custodian, receiver, liquidator, assignee, trustee, liquidator sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Noteholder to make such payment payments to the Indenture Trustee, Trustee and in the event that the Indenture Trustee will consent to the making of such payments directly to the Noteholders, to pay to the Indenture Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and any predecessor Indenture Trustee, its their agents and counsel, and any other amounts due the Indenture Trustee and any predecessor Indenture Trustee under Section 4.5. 7.06 hereof. (b) Nothing herein contained will shall be deemed to authorize the Indenture Trustee to authorize or consent to or accept or adopt on behalf of any Noteholder any plan of reorganization, arrangementagreement, adjustment or composition affecting the Notes or the rights of any Holder thereof, Noteholder thereof or affecting the Timeshare Loans or the other assets constituting the Trust Estate or to authorize the Indenture Trustee to vote in respect of the claim of any Noteholder in any such proceeding.

Indenture Trustee May File Proofs of Claim. In case of the pendency of any Insolvency Event receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, composition or other similar judicial Proceeding relative to the Issuer Trust or any other obligor upon any of the Secured Notes or the property of the Issuer Trust or of such other obligorobligor or their creditors, the Indenture Trustee (irrespective of whether the principal of the Secured Notes will shall then be due and payable as therein expressed or by declaration or otherwiseotherwise and irrespective of whether the Indenture Trustee shall have made any demand on the Trust for the payment of any overdue principal or interest) will shall, with the prior written consent of the Note Purchaser, be entitled and empowered empowered, by intervention in such proceeding Proceeding or otherwise,otherwise to: (a) to file and prove a claim for the whole amount of principal and interest owing and unpaid in respect of the Secured Notes and to file such other papers or documents as may be necessary and or advisable in order to have the claims of the Indenture Trustee (including any claim for the reasonable compensation, expenses, expenses and disbursements and advances of the Indenture Trustee, its agents and counsel and all other amounts due the Indenture Trustee under Section 4.5) and of counsel), the Noteholders and the Note Purchaser allowed in such judicial proceedingProceeding, and (b) to collect and receive any funds moneys or other property payable or deliverable on any such claims and to distribute the same; and any receiver, assignee, trustee, liquidator liquidator, or sequestrator (or other similar official official) in any such proceeding Proceeding is hereby authorized by each Noteholder and the Note Purchaser to make such payment payments to the Indenture TrusteeTrustee and, and in the event that the Indenture Trustee will shall consent to the making of such payments directly to the NoteholdersNoteholders and the Note Purchaser, to pay to the Indenture Trustee any amount due to it for the reasonable compensation, expenses, expenses and disbursements and advances of the Indenture Trustee, its agents and counsel, and any other amounts due the Indenture Trustee under Section 4.5. Nothing herein contained will shall be deemed to authorize the Indenture Trustee to authorize or consent to or accept or adopt on behalf of any Noteholder or the Note Purchaser any plan of reorganization, arrangement, adjustment or composition affecting any of the Secured Notes or the rights of any Holder thereof, or the Note Purchaser, or to authorize the Indenture Trustee to vote in respect of the claim of any Noteholder or the Note Purchaser in any such proceedingProceeding.

Indenture Trustee May File Proofs of Claim. (a) In case of the pendency of any Insolvency Event receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other similar judicial proceeding relative to the Issuer or any other obligor upon the Notes or the property of the Issuer or of such other obligorIssuer, the Indenture Trustee (irrespective of whether the principal of the Notes will shall then be due and payable as therein expressed or by declaration or otherwiseotherwise and irrespective of whether the Indenture Trustee shall have made any demand on the Issuer for the payment of overdue principal or interest) will shall be entitled and empowered empowered, by intervention in such proceeding or otherwise,: (ai) to file and prove a claim for the whole amount of principal and interest owing and unpaid in respect of the Notes and to file such other papers or documents as may be necessary and or advisable in order to have the claims of the Indenture Trustee and any predecessor Indenture Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and any predecessor Indenture Trustee, its their agents and counsel and all other amounts due the Indenture Trustee under Section 4.5counsel) and of the Noteholders allowed in such judicial proceeding, and; (bii) to collect and receive any funds moneys or other property payable or deliverable on any such claims and to distribute the same; and (iii) to participate as a member, voting or otherwise, of any official committee of creditors appointed in such matter; and any custodian, receiver, liquidator, assignee, trustee, liquidator sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Noteholder to make such payment payments to the Indenture Trustee, Trustee and in the event that the Indenture Trustee will consent to the making of such payments directly to the Noteholders, to pay to the Indenture Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and any predecessor Indenture Trustee, its their agents and counsel, and any other amounts due the Indenture Trustee and any predecessor Indenture Trustee under Section 4.5. 7.6 hereof. (b) Nothing herein contained will shall be deemed to authorize the Indenture Trustee to authorize or consent to or accept or adopt on behalf of any Noteholder Noteholder, the Administrative Agent or any Purchaser any plan of reorganization, arrangementagreement, adjustment or composition affecting the Notes or the rights of any Holder thereof, Noteholder thereof or affecting the Timeshare Loans or the other assets constituting the Trust Estate or to authorize the Indenture Trustee to vote in respect of the claim of any Noteholder in any such proceeding.

Indenture Trustee May File Proofs of Claim. In case of the pendency of any Insolvency Event receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, composition or other similar judicial Proceeding relative to the Issuer or any other obligor upon any of the Notes or the property of the Issuer or of such other obligorobligor or their creditors, the Indenture Trustee (irrespective of whether the principal such Class of the Notes will shall then be due and payable as therein expressed provided in this Indenture or in the related Class of Notes or by declaration or otherwiseotherwise and irrespective of whether the Indenture Trustee shall have made any demand on the Issuer for the payment of any overdue principal or interest) will shall, with the prior written consent of, or at the direction of, the Note Insurer in the absence of a Note Insurer Default, be entitled and empowered empowered, by intervention in such proceeding Proceeding or otherwise,otherwise to: (a) to file and prove a claim for the whole amount of principal and interest owing and unpaid in respect of the such Notes and to file such other papers or documents as may be necessary and or advisable in order to have the claims of the Indenture Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel and all other amounts due the Indenture Trustee under Section 4.5counsel) and of the Noteholders of the related Class of Notes and the Note Insurer allowed in such judicial proceedingProceeding, and (b) to collect and receive any funds moneys or other property payable or deliverable on any such claims and to distribute the same; and any receiver, assignee, trustee, liquidator liquidator, or sequestrator (or other similar official official) in any such proceeding Proceeding is hereby authorized by each Noteholder of the related Class of Notes and the Note Insurer to make such payment payments to the Indenture TrusteeTrustee and, and in the event that the Indenture Trustee will shall consent to the making of such payments directly to the NoteholdersNoteholders of the related Class of Notes and the Note Insurer, to pay to the Indenture Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel, and any other amounts due the Indenture Trustee under Section 4.5. Nothing herein contained will shall be deemed to authorize the Indenture Trustee to authorize or consent to or accept or adopt on behalf of any Noteholder or the Note Insurer any plan of reorganization, arrangement, adjustment or composition affecting any of the related Class of Notes or the rights of any Holder thereof, or the Note Insurer, or to authorize the Indenture Trustee to vote in respect of the claim of any Noteholder of the related Class of Notes or the Note Insurer in any such proceedingProceeding.

Indenture Trustee May File Proofs of Claim. In case of the pendency of any Insolvency Event or other similar proceeding or event relative to the Issuer or any other obligor upon the Notes or the property of the Issuer or of such other obligor, the Indenture Trustee (irrespective of whether the principal of the Notes will then be due and payable as therein expressed or by declaration or otherwise) will be entitled and empowered by intervention in such proceeding or otherwise, (a) to file and prove a claim for the whole amount of principal and interest owing and unpaid in respect of the Notes and to file such other papers or documents as may be necessary and advisable in order to have the claims of the Indenture Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel and all other amounts due the Indenture Trustee under Section 4.5) and of the Noteholders allowed in such judicial proceeding, and (b) to collect and receive any funds or other property payable or deliverable on any such claims and to distribute the same; and any receiver, assignee, trustee, liquidator or other similar official in any such proceeding is hereby authorized by each Noteholder to make such payment to the Indenture TrusteeTrustee and Deutsche Bank (in all its capacities), and in the event that the Indenture Trustee will consent consents to the making of such payments directly to the Noteholders, to pay to the Indenture Trustee and Deutsche Bank (in all its capacities) any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Indenture TrusteeTrustee and Deutsche Bank (in all its capacities), its their agents and counsel, and any other amounts due the Indenture Trustee and Deutsche Bank (in all its capacities) under Section 4.5. Nothing herein contained will be deemed to authorize the Indenture Trustee to authorize or consent to or accept or adopt on behalf of any Noteholder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder Noteholder thereof, or to authorize the Indenture Trustee to vote in respect of the claim of any Noteholder in any such proceeding.

Indenture Trustee May File Proofs of Claim. In case of the pendency of any Insolvency Event pending receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other similar judicial proceeding relative to the Issuer Baytex and its debts or any other obligor upon the Notes Debt Securities (including the Guarantors, if any), and their debts or the property of the Issuer Baytex or of such other obligorobligor or their creditors, the Indenture Trustee (irrespective of whether the principal of the Notes will Debt Securities shall then be due and payable as therein expressed or by declaration or otherwiseotherwise and irrespective of whether the Indenture Trustee shall have made any demand on Baytex for the payment of overdue principal (and Premium, if any) will or interest) shall be entitled and empowered empowered, by intervention in such proceeding or otherwise,: (a) to file and prove a claim for the whole amount of principal (and Premium, if any) and interest owing and unpaid in respect of the Notes Debt Securities and to file such other papers or documents as may be necessary and or advisable in order to have the claims of the Indenture Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel and all other amounts due the Indenture Trustee under Section 4.5counsel) and of the Noteholders Debtholders allowed in such judicial proceeding, ; and (b) to collect and receive any funds moneys or other securities or property payable or deliverable on upon the conversion or exchange of such securities or upon any such claims and to distribute the same; , and any custodian, receiver, assignee, trusteeIndenture Trustee, liquidator liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Noteholder Debtholder to make such payment payments to the Indenture TrusteeTrustee and, and in the event that the Indenture Trustee will shall consent to the making of such payments directly to the NoteholdersDebtholders, to pay to the Indenture Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel, and any other amounts due the Indenture Trustee under Section 4.5hereunder. Nothing herein contained will shall be deemed to authorize the Indenture Trustee to authorize or consent to or accept or adopt on behalf of any Noteholder Debtholder any plan of reorganization, arrangement, adjustment or composition affecting the Notes Debt Securities or the rights of any Holder Debtholder thereof, or to authorize the Indenture Trustee to vote in respect of the claim of any Noteholder Debtholder in any such proceeding.

Indenture Trustee May File Proofs of Claim. (a) The Indenture Trustee shall promptly notify the Noteholders of (i) the commencement of any of the events or proceedings (individually, an "Insolvency Proceeding") described in Section 5.01(5) hereof with respect to the Issuer and (ii) the making of any claim in connection with any Insolvency Proceeding seeking the avoidance as a preferential transfer (a "Preference Claim") of any payment of principal of, or interest on, the Notes. The obligation of the Indenture Trustee to notify the Noteholders of any Insolvency Proceeding or Preference Claims is expressly limited to such matters of which a Responsible Officer of the Indenture Trustee has actual knowledge. The Indenture Trustee, on its behalf and on behalf of the Holders, may, at any time during the continuation of an Insolvency Proceeding, direct all matters relating to such Insolvency Proceeding, including, without limitation, (i) all matters relating to any Preference Claim, (ii) the direction of any appeal of any order relating to any Preference Claim and (iii) the posting of any surety, supersedeas or performance bond pending any such appeal; (b) In case of the pendency of any Insolvency Event receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, composition or other similar judicial Proceeding relative to the Issuer or any other obligor upon any of the Notes or the property of the Issuer or of such other obligorobligor or their creditors, the Indenture Trustee (irrespective of whether the principal of the Notes will shall then be due and payable as therein expressed or by declaration or otherwise) will shall be entitled and empowered empowered, by intervention in such proceeding Proceeding or otherwise,, to (ai) to file and prove a claim for the whole amount of principal and interest owing and unpaid in respect of the Notes and to file such other papers or documents as may be necessary and or advisable in order to have the claims of the Indenture Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel and all other amounts due the Indenture Trustee under Section 4.5counsel) and of the Noteholders allowed in such judicial proceedingProceeding, and (bii) to collect and receive any funds moneys or other property payable or deliverable on any such claims and to distribute the same; , and any receiver, assignee, trustee, liquidator liquidator, or sequestrator (or other similar official official) in any such proceeding Proceeding is hereby authorized by each Noteholder to make such payment payments to the Indenture TrusteeTrustee and, and in the event that the Indenture Trustee will shall consent to the making of such payments directly to the Noteholders, to pay to the Indenture Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel, and any other amounts due the Indenture Trustee under Section 4.56.07. Nothing herein contained will shall be deemed to authorize the Indenture Trustee to authorize or consent to or accept or adopt on behalf of any Noteholder any plan of reorganization, arrangement, adjustment adjustment, or composition affecting any of the Notes or the rights of any Holder thereof, or to authorize the Indenture Trustee to vote in respect of the claim of any Noteholder in any such proceedingProceeding.

Indenture Trustee May File Proofs of Claim. In case of the pendency of any Insolvency Event or other similar judicial proceeding relative to the Issuer Company (or any other obligor upon the Notes Securities), its property or the property of the Issuer or of such other obligorits creditors, the Indenture Trustee (irrespective of whether the principal of the Notes will then be due and payable as therein expressed or by declaration or otherwise) will shall be entitled and empowered empowered, by intervention in such proceeding or otherwise, (a) , to file take any and prove a claim for all actions authorized under the whole amount of principal and interest owing and unpaid in respect of the Notes and to file such other papers or documents as may be necessary and advisable Trust Indenture Act in order to have the claims of the Indenture Trustee (including any claim for the reasonable compensation, expenses, disbursements Holders and advances of the Indenture Trustee, its agents and counsel and all other amounts due the Indenture Trustee under Section 4.5) and of the Noteholders allowed in any such judicial proceeding. In particular, and (b) the Indenture Trustee shall be authorized to collect and receive any funds moneys or other property payable or deliverable on any such claims and to distribute the same; and any custodian, receiver, assignee, trustee, liquidator liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Noteholder Holder to make such payment payments directly to the Indenture TrusteeTrustee and, and in the event that the Indenture Trustee will shall consent to the making of such payments directly to the NoteholdersHolders, to pay to the Indenture Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel, and any other amounts due the Indenture Trustee under Section 4.5SECTION 607. Nothing herein contained will No provision of this Indenture shall be deemed to authorize the Indenture Trustee to authorize or consent to or accept or adopt on behalf of any Noteholder Holder any plan of reorganization, arrangement, adjustment or composition affecting the Notes Securities or the rights of any Holder thereof, thereof or to authorize the Indenture Trustee to vote in respect of the claim of any Noteholder Holder in any such proceeding; PROVIDED, HOWEVER, that the Indenture Trustee may, on behalf of the Holders, vote for the election of a trustee in bankruptcy or similar official and may be a member of a creditors' or other similar committee.

Indenture Trustee May File Proofs of Claim. In case of the pendency of any Insolvency Event receivership, conservatorship, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other similar relative judicial Proceeding relating to the Issuer or any other obligor upon any of the Notes or the property of the Issuer or of such other obligorobligor or their creditors, the Indenture Trustee (irrespective of whether the principal of any of the Notes will shall then be due and payable as therein expressed or by declaration or otherwiseotherwise and irrespective of whether the Indenture Trustee shall have made any demand on the Issuer for the payment of overdue principal or interest) will shall be entitled and empowered by intervention empowered, to intervene in such proceeding or otherwise, (a) to file and prove a claim for the whole amount of principal and interest owing and unpaid in respect of the Notes issued hereunder and to file such other papers or documents as may be necessary and or advisable in order to have the claims of the Indenture Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel and all any other amounts due the Indenture Trustee under Section 4.57.07 hereof) and of the Note Insurer and the Noteholders allowed in such judicial proceedingProceeding, and (b) to collect and receive any funds monies or other property payable or deliverable on any such claims and to distribute the same; , and any receiver, assignee, trustee, liquidator liquidator, or sequestrator (or other similar official official) in any such proceeding judicial Proceeding is hereby authorized by the Note Insurer and each Noteholder to make such payment payments to the Indenture Trustee, and in the event that the Indenture Trustee will shall consent to the making of such payments directly to the Note Insurer or the Noteholders, to pay to the Indenture Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel, and any other amounts due the Indenture Trustee under Section 4.57.07 hereof. Nothing herein contained will in this Indenture shall be deemed to authorize the Indenture Trustee to authorize or consent to or accept or adopt on behalf of the Note Insurer or any Noteholder any plan of reorganization, arrangement, adjustment or composition affecting the Note Insurer or any of the Notes or the rights of any Holder thereof, or to authorize the Indenture Trustee to vote in respect of the claim of the Note Insurer or any Noteholder in any such proceedingProceeding.

Indenture Trustee May File Proofs of Claim. In case of the pendency of any Insolvency Event or other similar relative to the Issuer or any other obligor upon the Notes or the property of the Issuer or of such other obligor, the Indenture Trustee (irrespective of whether the principal of the Notes will then be due and payable as therein expressed or by declaration or otherwise) will be entitled and empowered by intervention in such proceeding or otherwise, (a) to file and prove a claim for the whole amount of principal and interest owing and unpaid in respect of the Notes and to file such other papers or documents as may be necessary and advisable in order to have the claims of the Indenture Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel and all other amounts due the Indenture Trustee under Section 4.5) and of the Noteholders allowed in such judicial proceeding, and (b) to collect and receive any funds or other property payable or deliverable on any such claims and to distribute the same; and any receiver, assignee, trustee, liquidator or other similar official in any such proceeding is hereby authorized by each Noteholder to make such payment to the Indenture Trustee, and in the event that the Indenture Trustee will consent to the making of such payments directly to the Noteholders, to pay to the Indenture Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel, and any other amounts due the Indenture Trustee under Section 4.5. Nothing herein contained will be deemed to authorize the Indenture Trustee to authorize or consent to or accept or adopt on behalf of any Noteholder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder Noteholder thereof, or to authorize the Indenture Trustee to vote in respect of the claim of any Noteholder in any such proceeding.

Indenture Trustee May File Proofs of Claim. In case of the pendency of any Insolvency Event receivership, insolvency, liquidation, reorganization, arrangement, adjustment, composition or other similar relative judicial Proceeding, relating to the Issuer Trust or any other obligor upon the Notes or the property of the Issuer Trust or of such other obligorobligor or their creditors, the Indenture Trustee (irrespective of whether the principal of the any class of Notes will shall then be due and payable as therein expressed or by declaration or otherwiseotherwise and irrespective of whether the Indenture Trustee shall have made any demand for the payment of overdue principal or interest) will shall be entitled and empowered by intervention empowered, to intervene in such proceeding or otherwise,: (a) to file and prove a claim for the whole amount of principal and interest all amounts owing and unpaid in respect of the Notes and to file such other papers or documents and take such other action including participating as a member, voting or otherwise, in any committee of creditors appointed in the matter, as may be necessary and or advisable in order to have the claims of the Indenture Trustee Trustee, the Note Insurer (including including, in each case, any claim for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its the Note Insurer, and their respective agents and counsel and all other amounts due the Indenture Trustee under Section 4.5counsel) and of the Noteholders allowed in such judicial proceeding, Proceeding; (b) to petition for lifting of the automatic stay and thereupon to foreclose upon the Pledged Property as elsewhere provided herein; and (bc) to collect and receive any funds monies or other property payable or deliverable on any such claims and to distribute the same; and any receiver, assignee, trustee, liquidator liquidator, or sequestrator (or other similar official official) in any such proceeding judicial Proceeding is hereby authorized by each Noteholder to make such payment payments to the Indenture Trustee, and in the event that the Indenture Trustee will shall consent to the making of such payments directly to the Note Insurer or the Noteholders, to pay to the Indenture Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel, and any other amounts due the Indenture Trustee under Section 4.5. Nothing herein contained will shall be deemed to authorize the Indenture Trustee to authorize or to consent to or accept or adopt on behalf of the Note Insurer or any Noteholder any plan of reorganization, arrangement, adjustment or composition affecting affecting, the Note Insurer, the Notes or the rights of any Holder thereof, or to authorize the Indenture Trustee to vote in respect of the claim of the Note Insurer or any Noteholder in any such proceedingProceeding.

Indenture Trustee May File Proofs of Claim. In case of the pendency of any Insolvency Event receivership, insolvency, liquidation, reorganization, arrangement, adjustment, composition or other similar relative judicial Proceeding relating to either of the Issuer Issuers or any other obligor upon the Notes or the property of either of the Issuer Issuers or of such other obligorobligor or their creditors, the Indenture Trustee (irrespective of whether the principal of the any Class of Notes will shall then be due and payable as therein expressed or by declaration or otherwiseotherwise and irrespective of whether the Indenture Trustee shall have made any demand for the payment of overdue principal or interest) will shall be entitled and empowered by intervention empowered, to intervene in such proceeding or otherwise,: (a) to file and prove a claim for the whole amount of principal and interest all amounts owing and unpaid in respect of the Notes or otherwise owed hereunder and to file such other papers or documents and take such other action including participating as a member, voting or otherwise, in any committee of creditors appointed in the matter, as may be necessary and or advisable in order to have the claims of the Indenture Trustee (including and the Noteholders including, in each case, any claim for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its and the Noteholders and their respective agents and counsel and all other amounts due the Indenture Trustee under Section 4.5counsel) and of the Noteholders allowed in such judicial proceeding, Proceeding; (b) to petition for lifting of the automatic stay and thereupon to foreclose upon the Pledged Property as elsewhere provided herein; and (bc) to collect and receive any funds monies or other property payable or deliverable on any such claims and to distribute the same; and any receiver, assignee, trustee, liquidator liquidator, or sequestrator (or other similar official official) in any such proceeding judicial Proceeding is hereby authorized by each Noteholder to make such payment payments to the Indenture Trustee, and in the event that the Indenture Trustee will shall consent to the making of such payments directly to the Noteholders, to pay to the Indenture Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel, and any other amounts due the Indenture Trustee under Section 4.5. Nothing herein contained will shall be deemed to authorize the Indenture Trustee to authorize or to consent to or accept or adopt on behalf of any Noteholder any plan of reorganization, arrangement, adjustment or composition affecting affecting, the Notes or the rights of any Holder thereof, or to authorize the Indenture Trustee to vote in respect of the claim of any Noteholder in any such proceedingProceeding.

Indenture Trustee May File Proofs of Claim. In case of the pendency of any Insolvency Event or other similar proceeding or event relative to the Issuer or any other obligor upon the Notes or the property of the Issuer or of such other obligor, the Indenture Trustee (irrespective of whether the principal of the Notes will then be due and payable as therein expressed or by declaration or otherwise) will be entitled and empowered by intervention in such proceeding or otherwise,: (a) to file and prove a claim for the whole amount of principal and interest owing and unpaid in respect of the Notes and to file such other papers or documents as may be necessary and advisable in order to have the claims of the Indenture Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel and all other amounts due the Indenture Trustee under Section 4.5) and of the Noteholders allowed in such judicial proceeding, ; and (b) to collect and receive any funds or other property payable or deliverable on any such claims and to distribute the same; and any receiver, assignee, trustee, liquidator or other similar official in any such proceeding is hereby authorized by each Noteholder to make such payment to the Indenture TrusteeTrustee and the bank serving as Indenture Trustee (in all its capacities), and in the event that the Indenture Trustee will consent consents to the making of such payments directly to the Noteholders, to pay to the Indenture Trustee and the bank serving as Indenture Trustee (in all its capacities) any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Indenture TrusteeTrustee and the bank serving as Indenture Trustee (in all its capacities), its their agents and counsel, and any other amounts due the Indenture Trustee and the bank serving as Indenture Trustee (in all its capacities) under Section 4.5. Nothing herein contained will be deemed to authorize the Indenture Trustee to authorize or consent to or accept or adopt on behalf of any Noteholder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder Noteholder thereof, or to authorize the Indenture Trustee to vote in respect of the claim of any Noteholder in any such proceeding.

Indenture Trustee May File Proofs of Claim. In case of the pendency of any Insolvency Event receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, composition or other similar judicial Proceeding relative to the Issuer or any other obligor upon any of the Notes Bonds or the property of the Issuer or of such other obligorobligor or their creditors, the Indenture Trustee (irrespective of whether the principal of the Notes will Bonds shall then be due and payable as therein expressed or by declaration or otherwiseotherwise and irrespective of whether the Indenture Trustee shall have made any demand on the Issuer for the payment of any overdue principal or interest) will shall, be entitled and empowered empowered, by intervention in such proceeding Proceeding or otherwise,otherwise to: (ai) to file and prove a claim for the whole amount of principal and interest owing and unpaid in respect of the Notes Bonds and to file such other papers or documents as may be necessary and or advisable in order to have the claims of the Indenture Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel and all other amounts due the Indenture Trustee under Section 4.5counsel) and of the Noteholders Bondholders allowed in such judicial proceedingProceeding, and (bii) to collect and receive any funds moneys or other property payable or deliverable on any such claims and to distribute the same; and any receiver, assignee, trustee, liquidator liquidator, or sequestrator (or other similar official official) in any such proceeding Proceeding is hereby authorized by each Noteholder Bondholder to make such payment payments to the Indenture TrusteeTrustee and, and in the event that the Indenture Trustee will shall consent to the making of such payments directly to the NoteholdersBondholders, to pay to the Indenture Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel, and any other amounts due the Indenture Trustee under Section 4.5. Nothing herein contained will shall be deemed to authorize the Indenture Trustee to authorize or consent to or accept or adopt on behalf of any Noteholder Bondholder any plan of reorganization, arrangement, adjustment or composition affecting any of the Notes Bonds or the rights of any Holder thereof, or to authorize the Indenture Trustee to vote in respect of the claim of any Noteholder Bondholder in any such proceedingProceeding.

Indenture Trustee May File Proofs of Claim. (a) In case of the pendency of any Insolvency Event receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition, or other similar judicial proceeding relative to the Issuer Issuer, the Originator, the Servicer or any other obligor upon the Notes or the other obligations secured hereby or relating to the property of the Issuer Issuer, the Originator, the Servicer or of such other obligorobligor or their creditors, the Indenture Trustee (irrespective of whether the principal of the Notes will shall then be due and payable as therein expressed or by declaration or otherwiseotherwise and irrespective of whether the Indenture Trustee shall have made any demand on the Issuer, the Originator or the Servicer for the payment of overdue principal or overdue interest or any such other obligation) will shall be entitled and empowered empowered, by intervention in such proceeding or otherwise,: (ai) to file and prove a claim for the whole amount of principal and interest owing and unpaid in respect of the Notes and any other obligation secured hereby and to file such other papers or documents as may be necessary and or advisable in order to have the claims of the Indenture Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel and all other amounts due the Indenture Trustee under Section 4.5counsel) and of the Noteholders allowed in such judicial proceeding, and (bii) to collect and receive any funds moneys or other property payable or deliverable on any such claims and to distribute the same; and any custodian, receiver, assignee, trustee, liquidator liquidator, sequestrator, or other similar official in any such judicial proceeding is hereby authorized by each Noteholder to make such payment payments to the Indenture TrusteeTrustee and, and in the event that the Indenture Trustee will shall consent to the making of such payments directly to the Noteholders, Noteholders to pay to the Indenture Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel, and any other amounts due the Indenture Trustee under Section 4.5. 7.06. (b) Nothing herein contained will shall be deemed to authorize the Indenture Trustee to authorize or consent to or accept or adopt on behalf of any Noteholder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder thereof, holder thereof or to authorize the Indenture Trustee to vote in respect of the claim of any Noteholder in any such proceeding.

Indenture Trustee May File Proofs of Claim. In case of the pendency of any Insolvency Event receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other similar judicial proceeding relative to the Issuer Trust or any other obligor upon the Notes or the property of the Issuer Trust or of such other obligorobligor or their creditors, the Indenture Trustee (irrespective of whether the principal of any of the Notes will shall then be due and payable as therein expressed or by declaration or otherwiseotherwise and irrespective of whether the Indenture Trustee shall have made any demand on the Trust for the payment of overdue principal or interest) will shall be entitled and empowered empowered, by intervention in such proceeding or otherwise, (ai) to file and prove a claim for the whole amount of principal (and premium, if any) and interest owing and unpaid in respect of the Notes and to file such other papers or documents as may be necessary and or advisable in order to have the claims of the Indenture Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel and all other amounts due the Indenture Trustee under Section 4.5counsel) and of the Noteholders allowed in such judicial proceeding, and (bii) to collect and receive any funds moneys or other property payable or deliverable on any such claims and to distribute the same; and any receiver, assignee, trustee, liquidator liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Noteholder to make such payment payments to the Indenture Trustee, and in the event that the Indenture Trustee will shall consent to the making of such payments directly to the Noteholders, to pay to the Indenture Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel, and any other amounts due the Indenture Trustee under Section 4.56.07. Nothing herein contained will shall be deemed to authorize the Indenture Trustee to authorize or consent to or accept or adopt on behalf of any Noteholder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder thereof, or to authorize the Indenture Trustee to vote in respect of the claim of any Noteholder in any such proceeding.

Indenture Trustee May File Proofs of Claim. In case of the pendency of any Insolvency Event receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, composition or other similar judicial Proceeding relative to the Issuer Trust or any other obligor upon any of the Notes or the property of the Issuer Trust or of such other obligorobligor or their creditors, the Indenture Trustee (irrespective of whether the principal of the Notes will shall then be due and payable as therein expressed or by declaration or otherwiseotherwise and irrespective of whether the Indenture Trustee shall have made any demand on the Trust for the payment of any overdue principal or interest) will shall, at the direction of the Note Insurer, be entitled and empowered empowered, by intervention in such proceeding Proceeding or otherwise,otherwise to: (ai) to file and prove a claim for the whole amount of principal and interest owing and unpaid in respect of the Notes and to file such other papers or documents as may be necessary and or advisable in order to have the claims of the Indenture Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel and all other amounts due the Indenture Trustee under Section 4.5counsel) and of the Noteholders and the Note Insurer allowed in such judicial proceedingProceeding, and (bii) to collect and receive any funds moneys or other property payable or deliverable on any such claims and to distribute the same; and any receiver, assignee, trusteeIndenture Trustee, liquidator liquidator, or sequestrator (or other similar official official) in any such proceeding Proceeding is hereby authorized by each Noteholder and the Note Insurer to make such payment payments to the Indenture TrusteeTrustee and, and in the event that the Indenture Trustee will shall consent to the making of such payments directly to the NoteholdersNoteholders and the Note Insurer, to pay to the Indenture Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel, and any other amounts due the Indenture Trustee under Section 4.5. Nothing herein contained will shall be deemed to authorize the Indenture Trustee to authorize or consent to or accept or adopt on behalf of any Noteholder or the Note Insurer any plan of reorganization, arrangement, adjustment or composition affecting any of the Notes or the rights of any Holder thereof, or to authorize the Indenture Trustee to vote in respect of the claim of any Noteholder in any such proceeding.rights

Indenture Trustee May File Proofs of Claim. In case of the pendency of any Insolvency Event receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, composition or other similar judicial Proceeding relative to the Issuer or any other obligor upon any of the Notes Bonds or the property of the Issuer or of such other obligorobligor or their creditors, the Indenture Trustee (irrespective of whether the principal of the Notes will Bonds shall then be due and payable as therein expressed or by declaration or otherwiseotherwise and irrespective of whether the Indenture Trustee shall have made any demand on the Issuer for the payment of any overdue principal or interest) will shall, with the prior written consent of the Bond Insurer, be entitled and empowered empowered, by intervention in such proceeding Proceeding or otherwise,otherwise to: (ai) to file and prove a claim for the whole amount of principal and interest owing and unpaid in respect of the Notes Bonds and to file such other papers or documents as may be necessary and or advisable in order to have the claims of the Indenture Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel and all other amounts due the Indenture Trustee under Section 4.5counsel) and of the Noteholders Bondholders and the Bond Insurer allowed in such judicial proceedingProceeding, and (bii) to collect and receive any funds moneys or other property payable or deliverable on any such claims and to distribute the same; and any receiver, assignee, trustee, liquidator liquidator, or sequestrator (or other similar official official) in any such proceeding Proceeding is hereby authorized by each Noteholder Bondholder and the Bond Insurer to make such payment payments to the Indenture TrusteeTrustee and, and in the event that the Indenture Trustee will shall consent to the making of such payments directly to the NoteholdersBondholders and the Bond Insurer, to pay to the Indenture Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel, and any other amounts due the Indenture Trustee under Section 4.5. Nothing herein contained will shall be deemed to authorize the Indenture Trustee to authorize or consent to or accept or adopt on behalf of any Noteholder Bondholder or the Bond Insurer any plan of reorganization, arrangement, adjustment or composition affecting any of the Notes Bonds or the rights of any Holder thereof, or the Bond Insurer, or to authorize the Indenture Trustee to vote in respect of the claim of any Noteholder Bondholder or the Bond Insurer in any such proceedingProceeding.

Indenture Trustee May File Proofs of Claim. In case of the pendency of any Insolvency Event receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other similar relative judicial Proceeding relating to the Issuer or any other obligor upon any of the Notes or the property of the Issuer or of such other obligorobligor or their creditors, the Indenture Trustee (irrespective of whether the principal of any of the Notes will shall then be due and payable as therein expressed or by declaration or otherwiseotherwise and irrespective of whether the Indenture Trustee shall have made any demand on the Issuer for the payment of overdue principal or interest) will shall be entitled and empowered by intervention empowered, to intervene in such proceeding or otherwise, (a) to file and prove a claim for the whole amount of principal and interest owing and unpaid in respect of the Notes issued hereunder and to file such other papers or documents as may be necessary and or advisable in order to have the claims of the Indenture Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel and all any other amounts due the Indenture Trustee under Section 4.57.07) and of the Noteholders allowed in such judicial proceedingProceeding, and (b) to collect and receive any funds monies or other property payable or deliverable on any such claims and to distribute the same; and any receiver, assignee, trustee, liquidator liquidator, or sequestrator (or other similar official official) in any such proceeding judicial Proceeding is hereby authorized by each Noteholder to make such payment payments to the Indenture Trustee, and in the event that the Indenture Trustee will shall consent to the making of such payments directly to the Noteholders, to pay to the Indenture Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel, and any other amounts due the Indenture Trustee under Section 4.57.07. Nothing herein contained will in this Indenture shall be deemed to authorize the Indenture Trustee to authorize or consent to or accept or adopt on behalf of any Noteholder any plan of reorganization, arrangement, adjustment or composition affecting any of the Notes or the rights of any Holder thereofNoteholder, or to authorize the Indenture Trustee to vote in respect of the claim of any Noteholder in any such proceedingProceeding.

Indenture Trustee May File Proofs of Claim. In case of the pendency of any Insolvency Event receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other similar judicial proceeding relative to the Issuer or any other obligor upon the Notes or the property of the Issuer or of such other obligorobligor or their creditors, the Indenture Trustee (irrespective of whether the principal of the Notes will shall then be due and payable as therein expressed or by declaration or otherwiseotherwise and irrespective of whether the Indenture Trustee shall have made any demand on the Issuer for the payment of overdue principal or interest) will shall be entitled and empowered empowered, by intervention in such proceeding proceedings or otherwise, (ai) to file and prove a claim for the whole amount of principal and interest owing and unpaid in respect of the Notes and to file such other papers or documents as may be necessary and advisable in order to have the claims of the Indenture Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel and all other amounts due the Indenture Trustee under Section 4.58.07) and of the Noteholders allowed in such judicial proceeding, and (bii) to collect and receive any funds or other property payable or deliverable on any such claims and to distribute the same; and any receiver, assignee, trustee, liquidator liquidator, sequestrator (or other similar official official) in any such judicial proceeding is hereby authorized by each Noteholder to make such payment to the Indenture Trustee, Trustee and in the event that the Indenture Trustee will shall consent to the making of such payments directly to the Noteholders, to pay to the Indenture Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel, and any other amounts due the Indenture Trustee under Section 4.58.07. Nothing herein contained will shall be deemed to authorize the Indenture Trustee to authorize or consent to or accept or adopt on behalf of any Noteholder any plan of or reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder thereof, or to authorize the Indenture Trustee to vote in respect of the claim of any Noteholder in any such proceeding.

Indenture Trustee May File Proofs of Claim. In case of the pendency of any Insolvency Event receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, composition or other similar judicial proceeding relative to the Issuer or any other obligor upon the Notes or the property of the Issuer or of such other obligorobligor or their creditors, the Indenture Trustee (irrespective of whether the principal of the Notes will shall then be due and payable as therein expressed or by declaration or otherwiseotherwise and irrespective of whether the Indenture Trustee shall have made any demand on the Issuer for the payment of overdue principal or any interest or other amounts) will be entitled and empowered shall, at the written direction of the Majority Holders, by intervention in such proceeding or otherwise, (a) to file and prove a claim for the whole amount of principal and interest owing and unpaid in respect of the Notes issued hereunder and to file such other papers or documents as may be necessary and or advisable in order to have the claims of the Indenture Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel and all other amounts due the Indenture Trustee under Section 4.5counsel) and of the Noteholders allowed in such judicial proceeding, and (b) to collect and receive any funds moneys or other property payable or deliverable on any such claims and to distribute the same; and any receiver, assignee, trustee, liquidator liquidator, or sequestrator (or other similar official official) in any such proceeding is hereby authorized by each Noteholder to make such payment payments to the Indenture TrusteeTrustee and, and in the event that the Indenture Trustee will shall consent to the making of such payments directly to the Noteholders, to pay to the Indenture Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel, and any other amounts due the Indenture Trustee under Section 4.57.07. Nothing herein contained will shall be deemed to authorize the Indenture Trustee to authorize or and consent to or accept or adopt on behalf of any Noteholder any plan of reorganization, arrangement, adjustment adjustment, or composition affecting any of the Notes or the rights of any Holder Noteholder thereof, or to authorize the Indenture Trustee to vote in respect of the claim of any Noteholder in any such proceeding.

Indenture Trustee May File Proofs of Claim. In case of the pendency of any Insolvency Event receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, composition or other similar judicial Proceeding relative to the Issuer or any other obligor upon any of the Notes or the property of the Issuer or of such other obligorobligor or their creditors, the Indenture Trustee (irrespective of whether the principal of the Notes will shall then be due and payable as therein expressed or by declaration or otherwise) will otherwise and irrespective of whether the Indenture Trustee shall have made any demand on the Issuer for the payment of any overdue principal or interest shall be entitled and empowered empowered, by intervention in such proceeding Proceeding or otherwise,otherwise to: (a) to file and prove a claim for the whole amount of principal and interest owing and unpaid in respect of the Notes and to file such other papers or documents as may be necessary and or advisable in order to have the claims of the Indenture Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel and all other amounts due the Indenture Trustee under Section 4.5) and of counsel), the Noteholders allowed in such judicial proceeding, Proceeding; and (b) to collect and receive any funds moneys or other property payable or deliverable on any such claims and to distribute the same; and any receiver, assignee, trustee, liquidator liquidator, or sequestrator (or other similar official official) in any such proceeding Proceeding is hereby authorized by each Noteholder to make such payment payments to the Indenture TrusteeTrustee and, and in the event that the Indenture Trustee will shall consent to the making of such payments directly to the Noteholders, to pay to the Indenture Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel, and any other amounts due the Indenture Trustee under Section 4.5. Nothing herein contained will shall be deemed to authorize the Indenture Trustee to authorize or consent to or accept or adopt on behalf of any Noteholder any plan of reorganization, arrangement, adjustment or composition affecting any of the Notes or the rights of any Holder thereof, or to authorize the Indenture Trustee to vote in respect of the claim of any Noteholder in any such proceedingProceeding.

Indenture Trustee May File Proofs of Claim. In case of the pendency of any Insolvency Event or other similar proceeding or event relative to the Issuer or any other obligor upon the Notes or the property of the Issuer or of such other obligor, the Indenture Trustee (irrespective of whether the principal of the Notes will then be due and payable as therein expressed or by declaration or otherwise) will be entitled and empowered by intervention in such proceeding or otherwise, (a) to file and prove a claim for the whole amount of principal and interest owing and unpaid and all other amounts due and payable under any Transaction Document in respect of the Notes and to file such other papers or documents as may be necessary and advisable in order to have the claims of the Indenture Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel and all other amounts due the Indenture Trustee under Section 4.5) and of the Noteholders allowed in such judicial proceeding, and (b) to collect and receive any funds or other property payable or deliverable on any such claims and to distribute the same; and any receiver, assignee, trustee, liquidator or other similar official in any such proceeding is hereby authorized by each Noteholder to make such payment to the Indenture TrusteeTrustee and Xxxxx Fargo Bank, N.A. (in all its capacities), and in the event that the Indenture Trustee will consent consents to the making of such payments directly to the Noteholders, to pay to the Indenture Trustee and Xxxxx Fargo Bank, N.A. (in all its capacities) any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Indenture TrusteeTrustee and Xxxxx Fargo Bank, N.A. (in all its capacities), their agents and counsel, and any other amounts due the Indenture Trustee and Xxxxx Fargo Bank, N.A. (in all its capacities) under Section 4.5. Nothing herein contained will be deemed to authorize the Indenture Trustee to authorize or consent to or accept or adopt on behalf of any Noteholder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder Noteholder thereof, or to authorize the Indenture Trustee to vote in respect of the claim of any Noteholder in any such proceeding.

Indenture Trustee May File Proofs of Claim. In case of the pendency of any Insolvency Event receivership, insolvency, liquidation, reorganization, arrangement, adjustment, composition or other similar relative judicial Proceeding, relating to the Issuer Trust or any other obligor upon the Notes or the property of the Issuer Trust or of such other obligorobligor or their creditors, the Indenture Trustee (irrespective of whether the principal of the any class of Notes will shall then be due and payable as therein expressed or by declaration or otherwiseotherwise and irrespective of whether the Indenture Trustee shall have made any demand for the payment of overdue principal or interest) will shall be entitled and empowered by intervention empowered, to intervene in such proceeding or otherwise,: (a) to file and prove a claim for the whole amount of principal and interest all amounts owing and unpaid in respect of the Notes and to file such other papers or documents and take such other action including participating as a member, voting or otherwise, in any committee of creditors appointed in the matter, as may be necessary and or advisable in order to have the claims of the Indenture Trustee (including including, in each case, any claim for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, Trustee and its agents and counsel and all other amounts due the Indenture Trustee under Section 4.5counsel) and of the Noteholders allowed in such judicial proceeding, Proceeding; (b) to petition for lifting of the automatic stay and thereupon to foreclose upon the Pledged Property as elsewhere provided herein; and (bc) to collect and receive any funds monies or other property payable or deliverable on any such claims and to distribute the same; and any receiver, assignee, trustee, liquidator liquidator, or sequestrator (or other similar official official) in any such proceeding judicial Proceeding is hereby authorized by each Noteholder to make such payment payments to the Indenture Trustee, and in the event that the Indenture Trustee will shall consent to the making of such payments directly to the Noteholders, to pay to the Indenture Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel, and any other amounts due the Indenture Trustee under Section 4.5. Nothing herein contained will shall be deemed to authorize the Indenture Trustee to authorize or to consent to or accept or adopt on behalf of any Noteholder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder thereof, or to authorize the Indenture Trustee to vote in respect of the claim of any Noteholder in any such proceedingProceeding.

Indenture Trustee May File Proofs of Claim. In case of ------------------------------------------ the pendency of any Insolvency Event receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other similar judicial proceeding relative to the Issuer or any other obligor upon the Notes or the property of the Issuer or of such other obligorobligor or their creditors, the Indenture Trustee (irrespective of whether the principal of the Notes will then be due and payable as therein expressed or by declaration or otherwiseotherwise and irrespective of whether the Indenture Trustee will have made any demand on the Issuer for the payment of overdue principal or interest) will be entitled and empowered empowered, by intervention in such proceeding proceedings or otherwise, (ai) to file and prove a claim for the whole amount of principal and interest owing and unpaid in respect of the Notes and to file such other papers or documents as may be necessary and advisable in order to have the claims of the Indenture Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel and all other amounts due the Indenture Trustee under Section 4.5807) and of the Noteholders allowed in such ----------- judicial proceeding, and (bii) to collect and receive any funds or other property payable or deliverable on any such claims and to distribute the same; and any receiver, assignee, trustee, liquidator liquidator, sequestrator (or other similar official official) in any such judicial proceeding is hereby authorized by each Noteholder to make such payment to the Indenture Trustee, Trustee and in the event that the Indenture Trustee will consent to the making of such payments directly to the Noteholders, to pay to the Indenture Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel, and any other amounts due the Indenture Trustee under Section 4.5807. ----------- Nothing herein contained will be deemed to authorize the Indenture Trustee to authorize or consent to or accept or adopt on behalf of any Noteholder any plan of or reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder thereof, or to authorize the Indenture Trustee to vote in respect of the claim of any Noteholder in any such proceeding.

Indenture Trustee May File Proofs of Claim. In case of the pendency of any Insolvency Event receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other similar proceeding relative to the Issuer or any other obligor upon the Notes or the property of the Issuer or of such other obligor, the Indenture Trustee (irrespective of whether the principal of the Notes will then be due and payable as therein expressed or by declaration or otherwiseotherwise and irrespective of whether the Indenture Trustee will have made any demand on the Issuer for the payment of overdue principal or interest) will be entitled and empowered empowered, by intervention in such proceeding or otherwise, (ai) to file and prove a claim for the whole amount of principal and interest owing and unpaid in respect of the Notes and to file such other papers or documents as may be necessary and advisable in order to have the claims of the Indenture Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel and all other amounts due the Indenture Trustee under Section 4.5807) and of the Noteholders allowed in such judicial proceeding, and (bii) to collect and receive any funds or other property payable or deliverable on any such claims and to distribute the same; and any receiver, assignee, trustee, liquidator liquidator, sequestrator (or other similar official official) in any such judicial proceeding is hereby authorized by each Noteholder to make such payment to the Indenture Trustee, Trustee and in the event that the Indenture Trustee will consent to the making of such payments directly to the Noteholders, to pay to the Indenture Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel, and any other amounts due the Indenture Trustee under Section 4.5807. Nothing herein contained will be deemed to authorize the Indenture Trustee to authorize or consent to or accept or adopt on behalf of any Noteholder any plan of or reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder thereof, or to authorize the Indenture Trustee to vote in respect of the claim of any Noteholder in any such proceeding.

Indenture Trustee May File Proofs of Claim. In case of the pendency of any Insolvency Event receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other similar judicial proceeding relative to the Issuer or any other obligor upon the Series 2004-2 Notes or the property of the Issuer or of such other obligorobligor or their creditors, the Indenture Trustee (irrespective of whether the principal of the Series 2004-2 Notes will of any Class shall then be due and payable as therein expressed or by declaration or otherwiseotherwise and irrespective of whether the Indenture Trustee shall have made any demand on the Issuer for the payment of overdue principal, premium, if any, or interest) will shall be entitled and empowered empowered, by intervention in such proceeding or otherwise,: (a) to file and prove a claim for the whole amount, or such lesser amount as may be provided for in the Series 2004-2 Notes, of principal (and interest premium, if any) and interest, if any, owing and unpaid in respect of the Series 2004-2 Notes and to file such other papers or documents as may be necessary and or advisable in order to have the claims of the Indenture Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, Trustee and its agents and counsel and all other amounts due the Indenture Trustee under Section 4.5counsel) and of the Noteholders Registered Owners allowed in such judicial proceeding, ; and (b) to collect and receive any funds money or other property payable or deliverable on any such claims and to distribute the same; and any custodian, receiver, assignee, trustee, liquidator liquidator, sequestrator (or other similar official official) in any such judicial proceeding is hereby authorized by each Noteholder Registered Owner of Series 2004-2 Notes to make such payment payments to the Indenture Trustee, and in the event that if the Indenture Trustee will shall consent to the making of such payments directly to the NoteholdersRegistered Owners, to pay to the Indenture Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and any predecessor Indenture Trustee, its their agents and counsel, and any other amounts due the Indenture Trustee under Section 4.5or any predecessor Indenture Trustee. Nothing herein contained will shall be deemed to authorize the Indenture Trustee to authorize or consent to or accept or adopt on behalf of any Noteholder Registered Owner of a Series 2004-2 Note any plan of reorganization, arrangement, adjustment or composition affecting the Series 2004-2 Notes or the rights of any Holder Registered Owner thereof, or to authorize the Indenture Trustee to vote in respect of the claim of any Noteholder Registered Owner of a Series 2004-2 Note in any such proceeding. In any proceedings brought by the Indenture Trustee (and also any proceedings involving the interpretation of any provision of this Indenture to which the Indenture Trustee shall be a party), the Indenture Trustee shall be held to represent all the Registered Owners of the Series 2004-2 Notes, and it shall not be necessary to make any Registered Owners of the Series 2004-2 Notes parties to any such proceedings.

Indenture Trustee May File Proofs of Claim. In case of the pendency of any Insolvency Event receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, composition or other similar judicial proceeding relative to the Issuer Company or any other obligor upon the Notes of any series or the their property of the Issuer or of such other obligortheir creditors, the Indenture Trustee (irrespective of whether the principal any Notes of the Notes will such series shall then be due and payable as therein expressed or by declaration or otherwiseotherwise and irrespective of whether the Indenture Trustee shall have made any demand on the Company for the payment of any overdue principal, premium or interest) will shall be entitled and empowered empowered, by intervention in such proceeding or otherwise, (a) to file and prove a claim for the whole amount of principal of, and any premium and interest owing and unpaid in respect of of, the Notes of such series and to file such other papers or documents as may be necessary and or advisable in order to have the claims of the Indenture Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel and all other amounts due the Indenture Trustee under Section 4.5counsel) and of the Noteholders Holders of Notes of such series allowed in such judicial proceeding, ; and (b) to collect and receive any funds money or other property payable or deliverable on any such claims and to distribute the same; , and any custodian, receiver, assignee, trustee, liquidator liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Noteholder Holder of Notes of such series to make such payment payments to the Indenture TrusteeTrustee and, and in the event that the Indenture Trustee will shall consent to the making of such payments directly to the NoteholdersHolders of Notes of such series, to pay to the Indenture Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel, and any other amounts due to the Indenture Trustee under Section 4.57.10. Nothing herein contained will shall be deemed to authorize the Indenture Trustee to authorize or consent to or accept or adopt on behalf of any Noteholder Holder any plan of reorganization, arrangement, adjustment adjustment, or composition affecting any of the Notes or the rights of any Holder thereof, or to authorize the Indenture Trustee to vote in respect of the claim of any Noteholder Holder in any such proceeding.

Indenture Trustee May File Proofs of Claim. In case of the pendency of any Insolvency Event receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, composition or other similar judicial Proceeding relative to the Issuer or any other obligor upon any of the Notes Bonds or the property of the Issuer or of such other obligorobligor or their creditors, the Indenture Trustee (irrespective of whether the principal of the Notes will Bonds shall then be due and payable as therein expressed or by declaration or otherwiseotherwise and irrespective of whether the Indenture Trustee shall have made any demand on the Issuer for the payment of any overdue principal or interest) will shall be entitled and empowered empowered, by intervention in such proceeding Proceeding or otherwise,otherwise to: (ai) to file and prove a claim for the whole amount of principal and interest owing and unpaid in respect of the Notes Bonds and to file such other papers or documents as may be necessary and or advisable in order to have the claims of the Indenture Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel and all other amounts due the Indenture Trustee under Section 4.5counsel) and of the Noteholders Bondholders allowed in such judicial proceedingProceeding, and (bii) to collect and receive any funds moneys or other property payable or deliverable on any such claims and to distribute the same; and any receiver, assignee, trustee, liquidator liquidator, or sequestrator (or other similar official official) in any such proceeding Proceeding is hereby authorized by each Noteholder Bondholder to make such payment payments to the Indenture TrusteeTrustee and, and in the event that the Indenture Trustee will shall consent to the making of such payments directly to the NoteholdersBondholders, to pay to the Indenture Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel, and any other amounts due the Indenture Trustee under Section 4.5. Nothing herein contained will shall be deemed to authorize the Indenture Trustee to authorize or consent to or accept or adopt on behalf of any Noteholder Bondholder any plan of reorganization, arrangement, adjustment or composition affecting any of the Notes Bonds or the rights of any Holder thereof, or to authorize the Indenture Trustee to vote in respect of the claim of any Noteholder Bondholder in any such proceedingProceeding.

Indenture Trustee May File Proofs of Claim. In case of the pendency of any Insolvency Event receivership, insolvency, liquidation, reorganization, arrangement, adjustment, composition or other similar relative judicial Proceeding, relating to the Issuer Trust or any other obligor upon the Notes or the property of the Issuer Trust or of such other obligorobligor or their creditors, the Indenture Trustee (irrespective of whether the principal of the any class of Notes will shall then be due and payable as therein expressed or by declaration or otherwiseotherwise and irrespective of whether the Indenture Trustee shall have made any demand for the payment of overdue principal or interest) will shall be entitled and empowered by intervention empowered, to intervene in such proceeding or otherwise,: (a) to file and prove a claim for the whole amount of principal and interest all amounts owing and unpaid in respect of the Notes and to file such other papers or documents and take such other action including participating as a member, voting or otherwise, in any committee of creditors appointed in the matter, as may be necessary and or advisable in order to have the claims of the Indenture Trustee Trustee, the Note Insurer (including including, in each case, any claim for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its the Note Insurer and their respective agents and counsel and all other amounts due the Indenture Trustee under Section 4.5counsel) and of the Noteholders allowed in such judicial proceeding, Proceeding; (b) to petition for lifting of the automatic stay and thereupon to foreclose upon the Pledged Property as elsewhere provided herein; and (bc) to collect and receive any funds monies or other property payable or deliverable on any such claims and to distribute the same; and any receiver, assignee, trustee, liquidator liquidator, or sequestrator (or other similar official official) in any such proceeding judicial Proceeding is hereby authorized by each Noteholder to make such payment payments to the Indenture Trustee, and in the event that the Indenture Trustee will shall consent to the making of such payments directly to the Note Insurer or the Noteholders, to pay to the Indenture Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel, and any other amounts due the Indenture Trustee under Section 4.5. Nothing herein contained will shall be deemed to authorize the Indenture Trustee to authorize or to consent to or accept or adopt on behalf of the Note Insurer or any Noteholder any plan of reorganization, arrangement, adjustment or composition affecting the Note Insurer or the Notes or the rights of any Holder thereof, or to authorize the Indenture Trustee to vote in respect of the claim of the Note Insurer or any Noteholder in any such proceedingProceeding.

Indenture Trustee May File Proofs of Claim. In case of the pendency of any Insolvency Event receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, composition or other similar judicial Proceeding relative to the Issuer or any other obligor upon any of the Notes or the property of the Issuer or of such other obligorobligor or their creditors, the Indenture Trustee (irrespective of whether the principal of the Notes will shall then be due and payable as therein expressed or by declaration or otherwiseotherwise and irrespective of whether the Indenture Trustee shall have made any demand on the Issuer for the payment of any overdue principal or interest) will shall[, with the prior written consent of the Note Insurer,] be entitled and empowered empowered, by intervention in such proceeding Proceeding or otherwise,otherwise to: (a) to file and prove a claim for the whole amount of principal and interest owing and unpaid in respect of the Notes and to file such other papers or documents as may be necessary and or advisable in order to have the claims of the Indenture Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel and all other amounts due the Indenture Trustee under Section 4.5counsel) and of the Noteholders [and the Note Insurer] allowed in such judicial proceedingProceeding, and and (bii) to collect and receive any funds moneys or other property payable or deliverable on any such claims and to distribute the same; and any receiver, assignee, trustee, liquidator liquidator, or sequestrator (or other similar official official) in any such proceeding Proceeding is hereby authorized by each Noteholder [and the Note Insurer] to make such payment payments to the Indenture TrusteeTrustee and, and in the event that the Indenture Trustee will shall consent to the making of such payments directly to the NoteholdersNoteholders [and the Note Insurer], to pay to the Indenture Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel, and any other amounts due the Indenture Trustee under Section 4.5. Nothing herein contained will shall be deemed to authorize the Indenture Trustee to authorize or consent to or accept or adopt on behalf of any Noteholder [or the Note Insurer] any plan of reorganization, arrangement, adjustment or composition affecting any of the Notes or the rights of any Holder thereof[, or the Note Insurer,] or to authorize the Indenture Trustee to vote in respect of the claim of any Noteholder [or the Note Insurer] in any such proceedingProceeding. [Any plan of reorganization, arrangement, adjustment or composition relative to the Issuer or any other obligor upon any of the Notes or the property of the Issuer or of such obligor or their creditors and affecting the Notes or the rights of the Note Insurer under this Indenture or the Insurance Agreement must be acceptable to the Note Insurer and, as long as no Note Insurer Default exists and is continuing, the Note Insurer shall be entitled to exercise the voting rights of the Holders of the Notes regarding such plan, reorganization, arrangement, adjustment or composition.]

Indenture Trustee May File Proofs of Claim. In case of the pendency of any Insolvency Event or other similar Proceeding relative to the Issuer or any other obligor upon the Notes or the property of the Issuer or of such other obligorobligor or their creditors, the Indenture Trustee (irrespective of whether the principal of the Notes will shall then be due and payable as therein expressed or by declaration or otherwiseotherwise and irrespective of whether the Indenture Trustee shall have made any demand on the Issuer for the payment of overdue principal or any interest or other amounts) will be entitled and empowered shall, at the written direction of the Majority Noteholders of the Controlling Class, by intervention in such proceeding Insolvency Proceeding or otherwise, (a) to file and prove a claim for the whole amount of principal and interest owing and unpaid in with respect of to the Notes issued hereunder and to file such other papers or documents as may be necessary and or advisable in order to have the claims of the Indenture Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel and all other amounts due the Indenture Trustee under Section 4.5counsel) and of the Noteholders allowed in such judicial proceeding, Insolvency Proceeding; and (b) to collect and receive any funds moneys or other property payable or deliverable on any such claims and to distribute the same; , and any receiver, assignee, trustee, liquidator liquidator, or sequestrator (or other similar official official) in any such proceeding Insolvency Proceeding is hereby authorized by each Noteholder to make such payment payments to the Indenture TrusteeTrustee and, and in the event that the Indenture Trustee will shall, upon written direction from the Noteholders, consent to the making of such payments directly to the Noteholders, to pay to the Indenture Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel, and any other amounts due the Indenture Trustee under Section 4.57.07. Nothing herein contained will shall be deemed to authorize the Indenture Trustee to authorize or and consent to or accept or adopt on behalf of any Noteholder any plan of reorganization, arrangement, adjustment adjustment, or composition affecting any of the Notes or the rights of any Holder Noteholder thereof, or to authorize the Indenture Trustee to vote in with respect of to the claim of any Noteholder in any such proceedingInsolvency Proceeding.

Indenture Trustee May File Proofs of Claim. (a) In case of the pendency of any Insolvency Event receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other similar relative judicial proceeding related to the Issuer Issuer, or any other obligor upon in respect of the Notes Notes, or the property of the Issuer Issuer, or of such other obligorobligor or their creditors, the Indenture Trustee (irrespective of whether the principal of the Notes will shall then be due and payable as therein expressed or by declaration or otherwiseotherwise and irrespective of whether the Indenture Trustee shall have made any demand on the Issuer for the payment of overdue principal or interest) will shall be entitled and empowered empowered, by intervention in such proceeding or otherwise,: (ai) to file and prove a claim for the whole amount of principal and interest owing and unpaid in respect of the Notes and to file such other papers or documents as may be necessary and or advisable in order to have the claims of the Indenture Trustee and any predecessor Indenture Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and any predecessor Indenture Trustee, its their agents and counsel and all other amounts due the Indenture Trustee under Section 4.5counsel) and of the Noteholders allowed in such judicial proceeding, and; (bii) to collect and receive any funds moneys or other property payable or deliverable on any such claims and to distribute the same; and (iii) to participate as a member, voting or otherwise, of any official committee of creditors appointed in such matter; and any custodian, receiver, liquidator, assignee, trustee, liquidator sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Noteholder to make such payment payments to the Indenture Trustee, Trustee and in the event that the Indenture Trustee will consent to the making of such payments directly to the Noteholders, to pay to the Indenture Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and any predecessor Indenture Trustee, its their agents and counsel, and any other amounts due the Indenture Trustee and any predecessor Indenture Trustee under Section 4.5. 7.6 hereof. (b) Nothing herein contained will shall be deemed to authorize the Indenture Trustee to authorize or authorize, consent to or to, accept or adopt on behalf of any Noteholder any plan of reorganization, arrangementagreement, adjustment or composition affecting the Notes or the rights of any Holder thereof, Noteholder thereof or to authorize affecting the Indenture Trustee to vote in respect of Timeshare Loans or the claim of any Noteholder in any such proceeding.other assets constituting the Trust 53

Indenture Trustee May File Proofs of Claim. (a) In case of the pendency of any Insolvency Event receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other similar relative judicial proceeding related to the Issuer Issuer, or any other obligor upon in respect of the Notes Notes, or the property of the Issuer Issuer, or of such other obligorobligor or their creditors, the Indenture Trustee (irrespective of whether the principal of the Notes will shall then be due and payable as therein expressed or by declaration or otherwiseotherwise and irrespective of whether the Indenture Trustee shall have made any demand on the Issuer for the payment of overdue principal or interest) will shall be entitled and empowered empowered, by intervention in such proceeding or otherwise,: (ai) to file and prove a claim for the whole amount of principal and interest owing and unpaid in respect of the Notes and to file such other papers or documents as may be necessary and or advisable in order to have the claims of the Indenture Trustee and any predecessor Indenture Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and any predecessor Indenture Trustee, its their agents and counsel and all other amounts due the Indenture Trustee under Section 4.5counsel) and of the Noteholders allowed in such judicial proceeding, and; (bii) to collect and receive any funds moneys or other property payable or deliverable on any such claims and to distribute the same; and (iii) to participate as a member, voting or otherwise, of any official committee of creditors appointed in such matter; (iv) and any custodian, receiver, liquidator, assignee, trustee, liquidator sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Noteholder to make such payment payments to the Indenture Trustee, Trustee and in the event that the Indenture Trustee will consent to the making of such payments directly to the Noteholders, to pay to the Indenture Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and any predecessor Indenture Trustee, its their agents and counsel, and any other amounts due the Indenture Trustee and any predecessor Indenture Trustee under Section 4.5. 7.6 hereof. (b) Nothing herein contained will shall be deemed to authorize the Indenture Trustee to authorize or authorize, consent to or to, accept or adopt on behalf of any Noteholder any plan of reorganization, arrangementagreement, adjustment or composition affecting the Notes or the rights of any Holder thereof, Noteholder thereof or affecting the Timeshare Loans or the other assets included in the Collateral or to authorize the Indenture Trustee to vote in respect of the claim of any Noteholder in any such proceeding.

Indenture Trustee May File Proofs of Claim. In case of the pendency of any Insolvency Event receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, composition or other similar judicial proceeding relative to the Issuer Company or any other obligor upon the Notes of any series or the their property of the Issuer or of such other obligortheir creditors, the Indenture Trustee (irrespective of whether the principal any Notes of the Notes will such series shall then be due and payable as therein expressed or by declaration or otherwiseotherwise and irrespective of whether the Indenture Trustee shall have made any demand on the Company for the payment of any overdue principal, premium or interest) will shall be entitled and empowered empowered, by intervention in such proceeding or otherwise, (a) to file and prove a claim for the whole amount of principal of, and any premium and interest owing and unpaid in respect of of, the Notes of such series and to file such other papers or documents as may be necessary and or advisable in order to have the claims of the Indenture Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel and all other amounts due the Indenture Trustee under Section 4.5counsel) and of the Noteholders Holders of Notes of such series allowed in such judicial proceeding, ; and (b) to collect and receive any funds monies or other property payable or deliverable on any such claims and to distribute the same; , and any custodian, receiver, assignee, trustee, liquidator liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Noteholder Holder of Notes of such series to make such payment payments to the Indenture TrusteeTrustee and, and in the event that the Indenture Trustee will shall consent to the making of such payments directly to the NoteholdersHolders of Notes of such series, to pay to the Indenture Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel, and any other amounts due to the Indenture Trustee under Section 4.57.10. Nothing herein contained will shall be deemed to authorize the Indenture Trustee to authorize or consent to or accept or adopt on behalf of any Noteholder Holder any plan of reorganization, arrangement, adjustment adjustment, or composition affecting any of the Notes or the rights of any Holder thereof, or to authorize the Indenture Trustee to vote in respect of the claim of any Noteholder Holder in any such proceeding.

Indenture Trustee May File Proofs of Claim. In case of the pendency of any Insolvency Event receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, composition or other similar judicial Proceeding relative to the Issuer Trust or any other obligor upon any of the Notes or the property of the Issuer Trust or of such other obligorobligor or their creditors, the Indenture Trustee (irrespective of whether the principal of the Notes will shall then be due and payable as therein expressed or by declaration or otherwise) will otherwise and irrespective of whether the Indenture Trustee shall have made any demand on the Trust for the payment of any overdue principal or interest shall be entitled and empowered empowered, by intervention in such proceeding Proceeding or otherwise,otherwise to: (a) to file and prove a claim for the whole amount of principal and interest owing and unpaid in respect of the Notes and to file such other papers or documents as may be necessary and or advisable in order to have the claims of the Indenture Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel and all other amounts due the Indenture Trustee under Section 4.5) and of counsel), the Noteholders allowed in such judicial proceeding, Proceeding; and (b) to collect and receive any funds moneys or other property payable or deliverable on any such claims and to distribute the same; and any receiver, assignee, trustee, liquidator liquidator, or sequestrator (or other similar official official) in any such proceeding Proceeding is hereby authorized by each Noteholder to make such payment payments to the Indenture TrusteeTrustee and, and in the event that the Indenture Trustee will shall consent to the making of such payments directly to the Noteholders, to pay to the Indenture Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel, and any other amounts due the Indenture Trustee under Section 4.5. Nothing herein contained will shall be deemed to authorize the Indenture Trustee to authorize or consent to or accept or adopt on behalf of any Noteholder any plan of reorganization, arrangement, adjustment or composition affecting any of the Notes or the rights of any Holder thereof, or to authorize the Indenture Trustee to vote in respect of the claim of any Noteholder in any such proceedingProceeding.

Indenture Trustee May File Proofs of Claim. a. In case of the pendency of any Insolvency Event receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other similar relative judicial proceeding related to the Issuer Issuer, or any other obligor upon in respect of the Notes Notes, or the property of the Issuer Issuer, or of such other obligorobligor or their creditors, the Indenture Trustee (irrespective of whether the principal of the Notes will shall then be due and payable as therein expressed or by declaration or otherwiseotherwise and irrespective of whether the Indenture Trustee shall have made any demand on the Issuer for the payment of overdue principal or interest) will shall be entitled and empowered empowered, by intervention in such proceeding or otherwise,: (a) i. to file and prove a claim for the whole amount of principal and interest owing and unpaid in respect of the Notes and to file such other papers or documents as may be necessary and or advisable in order to have the claims of the Indenture Trustee and any predecessor Indenture Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and any predecessor Indenture Trustee, its their agents and counsel and all other amounts due the Indenture Trustee under Section 4.5counsel) and of the Noteholders allowed in such judicial proceeding, and; (b) ii. to collect and receive any funds moneys or other property payable or deliverable on any such claims and to distribute the same; and iii. to participate as a member, voting or otherwise, of any official committee of creditors appointed in such matter; and any custodian, receiver, liquidator, assignee, trustee, liquidator sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Noteholder to make such payment payments to the Indenture Trustee, Trustee and in the event that the Indenture Trustee will consent to the making of such payments directly to the Noteholders, to pay to the Indenture Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and any predecessor Indenture Trustee, its their agents and counsel, and any other amounts due the Indenture Trustee and any predecessor Indenture Trustee under Section 4.5. 7.6 hereof. b. Nothing herein contained will shall be deemed to authorize the Indenture Trustee to authorize or authorize, consent to or to, accept or adopt on behalf of any Noteholder any plan of reorganization, arrangementagreement, adjustment or composition affecting the Notes or the rights of any Holder thereof, Noteholder thereof or affecting the Timeshare Loans or the other assets included in the Collateral or to authorize the Indenture Trustee to vote in respect of the claim of any Noteholder in any such proceeding.

Indenture Trustee May File Proofs of Claim. In case of the pendency of any Insolvency Event receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, composition or other similar judicial Proceeding relative to the Issuer Trust or any other obligor upon any of the Notes or the property of the Issuer Trust or of such other obligorobligor or their creditors, the Indenture Trustee (irrespective of whether the principal of the Notes will shall then be due and payable as therein expressed or by declaration or otherwiseotherwise and irrespective of whether the Indenture Trustee shall have made any demand on the Trust for the payment of any overdue principal or interest) will shall, with the prior written consent of the Note Insurer, be entitled and empowered empowered, by intervention in such proceeding Proceeding or otherwise,otherwise to: (a) to file and prove a claim for the whole amount of principal and interest owing and unpaid in respect of the Notes and to file such other papers or documents as may be necessary and or advisable in order to have the claims of the Indenture Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel and all other amounts due the Indenture Trustee under Section 4.5counsel) and of the Noteholders and the Note Insurer allowed in such judicial proceedingProceeding, and (b) to collect and receive any funds moneys or other property payable or deliverable on any such claims and to distribute the same; and any receiver, assignee, trustee, liquidator liquidator, or sequestrator (or other similar official official) in any such proceeding Proceeding is hereby authorized by each Noteholder and the Note Insurer to make such payment payments to the Indenture TrusteeTrustee and, and in the event that the Indenture Trustee will shall consent to the making of such payments directly to the NoteholdersNoteholders and the Note Insurer, to pay to the Indenture Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel, and any other amounts due the Indenture Trustee under Section 4.5. Nothing herein contained will shall be deemed to authorize the Indenture Trustee to authorize or consent to or accept or adopt on behalf of any Noteholder or the Note Insurer any plan of reorganization, arrangement, adjustment or composition affecting any of the Notes or the rights of any Holder thereof, or the Note Insurer, or to authorize the Indenture Trustee to vote in respect of the claim of any Noteholder or the Note Insurer in any such proceedingProceeding.

Indenture Trustee May File Proofs of Claim. (a) In case of the pendency of any Insolvency Event receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other similar relative judicial proceeding related to the Issuer Issuer, or any other obligor upon in respect of the Notes Notes, or the property of the Issuer Issuer, or of such other obligorobligor or their creditors, the Indenture Trustee (irrespective of whether the principal of the Notes will shall then be due and payable as therein expressed or by declaration or otherwiseotherwise and irrespective of whether the Indenture Trustee shall have made any demand on the Issuer for 41 the payment of overdue principal or interest) will shall be entitled and empowered empowered, by intervention in such proceeding or otherwise,: (ai) to file and prove a claim for the whole amount of principal and interest owing and unpaid in respect of the Notes and to file such other papers or documents as may be necessary and or advisable in order to have the claims of the Indenture Trustee and any predecessor Indenture Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and any predecessor Indenture Trustee, its their agents and counsel and all other amounts due the Indenture Trustee under Section 4.5counsel) and of the Noteholders allowed in such judicial proceeding, and; (bii) to collect and receive any funds moneys or other property payable or deliverable on any such claims and to distribute the same; and (iii) to participate as a member, voting or otherwise, of any official committee of creditors appointed in such matter; and any custodian, receiver, liquidator, assignee, trustee, liquidator sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Noteholder to make such payment payments to the Indenture Trustee, Trustee and in the event that the Indenture Trustee will consent to the making of such payments directly to the Noteholders, to pay to the Indenture Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and any predecessor Indenture Trustee, its their agents and counsel, and any other amounts due the Indenture Trustee and any predecessor Indenture Trustee under Section 4.5. 7.6 hereof. (b) Nothing herein contained will shall be deemed to authorize the Indenture Trustee to authorize or authorize, consent to or to, accept or adopt on behalf of any Noteholder any plan of reorganization, arrangementagreement, adjustment or composition affecting the Notes or the rights of any Holder thereof, Noteholder thereof or affecting the Timeshare Loans or the other assets constituting the Trust Estate or to authorize the Indenture Trustee to vote in respect of the claim of any Noteholder in any such proceeding.

Indenture Trustee May File Proofs of Claim. (a) In case of the pendency of any Insolvency Event receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, composition or other similar judicial Proceeding relative to the Issuer Trust or any other obligor upon the Notes Note or the property of the Issuer Trust or of such other obligorobligor or their creditors, the Indenture Trustee (irrespective of whether the principal of the Notes will Note shall then be due and payable as therein expressed or by declaration or otherwiseotherwise and irrespective of whether the Indenture Trustee shall have made any demand on the Trust for the payment of any overdue principal or interest) will shall, with the prior written consent of the Controlling Party, be entitled and empowered empowered, by intervention in such proceeding Proceeding or otherwise,otherwise to: (ai) to file and prove a claim for the whole amount of principal and interest owing and unpaid in respect of the Notes Note and to file such other papers or documents as may be necessary and or advisable in order to have the claims of the Indenture Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel counsel), the Noteholder and all other amounts due the Indenture Trustee under Section 4.5) and of the Noteholders Note Insurer allowed in such judicial proceedingProceeding, and (bii) to collect and receive any funds moneys or other property payable or deliverable on any such claims and to distribute the same; and any receiver, assignee, trustee, liquidator liquidator, or sequestrator (or other similar official official) in any such proceeding Proceeding is hereby authorized by each Noteholder and the Note Insurer to make such payment payments to the Indenture TrusteeTrustee and, and in the event that the Indenture Trustee will shall consent to the making of such payments directly to the NoteholdersNoteholder and the Note Insurer, to pay to the Indenture Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel, and any other amounts due the Indenture Trustee under Section 4.5. . (b) Nothing herein contained will shall be deemed to authorize the Indenture Trustee to authorize or consent to or accept or adopt on behalf of any Noteholder or the Note Insurer any plan of reorganization, arrangement, adjustment or composition affecting the Notes Note or the rights of any Holder thereof, or the Note Insurer, or to authorize the Indenture Trustee to vote in respect of the claim of any Noteholder or the Note Insurer in any such proceedingProceeding.

Indenture Trustee May File Proofs of Claim. (a) In case of the pendency of any Insolvency Event receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other similar relative judicial proceeding related to the Issuer Issuer, or any other obligor upon in respect of the Notes Notes, or the property of the Issuer Issuer, or of such other obligorobligor or their creditors, the Indenture Trustee (irrespective of whether the principal of the Notes will shall then be due and payable as therein expressed or by declaration or otherwiseotherwise and irrespective of whether the Indenture Trustee shall have made any demand on the Issuer for the payment of overdue principal or interest) will shall be entitled and empowered empowered, by intervention in such proceeding or otherwise,: (ai) to file and prove a claim for the whole amount of principal and interest owing and unpaid in respect of the Notes and to file such other papers or documents as may be necessary and or advisable in order to have the claims of the Indenture Trustee and any predecessor Indenture Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and any predecessor Indenture Trustee, its their agents and counsel and all other amounts due the Indenture Trustee under Section 4.5counsel) and of the Noteholders allowed in such judicial proceeding, and; (bii) to collect and receive any funds moneys or other property payable or deliverable on any such claims and to distribute the same; and (iii) to participate as a member, voting or otherwise, of any official committee of creditors appointed in such matter; and any custodian, receiver, liquidator, assignee, trustee, liquidator sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Noteholder to make such payment payments to the Indenture Trustee, Trustee and in the event that the Indenture Trustee will consent to the making of such payments directly to the Noteholders, to pay to the Indenture Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and any predecessor Indenture Trustee, its their agents and counsel, and any other amounts due the Indenture Trustee and any predecessor Indenture Trustee under Section 4.5. 7.6 hereof. (b) Nothing herein contained will shall be deemed to authorize the Indenture Trustee to authorize or authorize, consent to or to, accept or adopt on behalf of any Noteholder any plan of reorganization, arrangementagreement, adjustment or composition affecting the Notes or the rights of any Holder thereof, Noteholder thereof or affecting the Timeshare Loans or the other assets constituting the Trust Estate or to authorize the Indenture Trustee to vote in respect of the claim of any Noteholder in any such proceeding.. KL2 3337076.6

Indenture Trustee May File Proofs of Claim. In case of the pendency of any Insolvency Event receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other similar judicial proceeding relative to the Issuer or any other obligor upon the Notes or the property of the Issuer or of such other obligorobligor or their creditors, the Indenture Trustee (irrespective of whether the principal of the Notes will then be due and payable as therein expressed or by declaration or otherwiseotherwise and irrespective of whether the Indenture Trustee will have made any demand on the Issuer for the payment of overdue principal or interest) will be entitled and empowered empowered, by intervention in such proceeding proceedings or otherwise, (ai) to file and prove a claim for the whole amount of principal and interest owing and unpaid in respect of the Notes and to file such other papers or documents as may be necessary and advisable in order to have the claims of the Indenture Trustee Trustee, the Note Registrar and the Bank (including any claim for the reasonable compensation, expenses, indemnities, disbursements and advances of the Indenture Trustee, its the Note Registrar and the Bank and their agents and counsel and all other amounts due the Indenture Trustee Trustee, the Note Registrar and the Bank under Section 4.58.07) and of the Noteholders allowed in such judicial proceeding, and (bii) to collect and receive any funds or other property payable or deliverable on any such claims and to distribute the same; and any receiver, assignee, trustee, liquidator liquidator, sequestrator (or other similar official official) in any such judicial proceeding is hereby authorized by each Noteholder to make such payment to the Indenture Trustee, Trustee and in the event that the Indenture Trustee will consent to the making of such payments directly to the Noteholders, to pay to (x) the Indenture Trustee Trustee, the Note Registrar and the Bank any amount due to it them for the reasonable compensation, expenses, indemnities, disbursements and advances of the Indenture Trustee, its the Note Registrar and the Bank and their agents and counsel, and any other amounts due the Indenture Trustee under Section 4.58.07. Nothing herein contained will be deemed to authorize the Indenture Trustee to authorize or consent to or accept or adopt on behalf of any Noteholder any plan of or reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder thereof, or to authorize the Indenture Trustee to vote in respect of the claim of any Noteholder in any such proceeding.

Indenture Trustee May File Proofs of Claim. (a) In case of the pendency of any Insolvency Event receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other similar judicial proceeding relative to the Issuer or any other obligor upon the Notes or the property of the Issuer or of such other obligorIssuer, the Indenture Trustee (irrespective of whether the principal of the Notes will shall then be due and payable as therein expressed or by declaration or otherwiseotherwise and irrespective of whether the Indenture Trustee shall have made any demand on the Issuer for the payment of overdue principal or interest) will shall be entitled and empowered empowered, by intervention in such proceeding or otherwise,: (ai) to file and prove a claim for the whole amount of principal and interest owing and unpaid in respect of the Notes and to file such other papers or documents as may be necessary and or advisable in order to have the claims of the Indenture Trustee and any predecessor Indenture Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and any predecessor Indenture Trustee, its their agents and counsel and all other amounts due the Indenture Trustee under Section 4.5counsel) and of the Noteholders allowed in such judicial proceeding, and; (bii) to collect and receive any funds moneys or other property payable or deliverable on any such claims and to distribute the same; and (iii) to participate as a member, voting or otherwise, of any official committee of creditors appointed in such matter; and any custodian, receiver, liquidator, assignee, trustee, liquidator sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Noteholder to make such payment payments to the Indenture Trustee, Trustee and in the event that the Indenture Trustee will consent to the making of such payments directly to the Noteholders, to pay to the Indenture Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and any predecessor Indenture Trustee, its their agents and counsel, and any other amounts due the Indenture Trustee and any predecessor Indenture Trustee under Section 4.5. 7.6 hereof. (b) Nothing herein contained will shall be deemed to authorize the Indenture Trustee to authorize or consent to or accept or adopt on behalf of any Noteholder Noteholder, the Agent or any Purchaser any plan of reorganization, arrangementagreement, adjustment or composition affecting the Notes or the rights of any Holder thereof, Noteholder thereof or affecting the Timeshare Loans or the other assets constituting the Trust Estate or to authorize the Indenture Trustee to vote in respect of the claim of any Noteholder in any such proceeding.

Indenture Trustee May File Proofs of Claim. a. In case of the pendency of any Insolvency Event receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other similar relative judicial proceeding related to the Issuer Issuer, or any other obligor upon in respect of the Notes Notes, or the property of the Issuer Issuer, or of such other obligorobligor or their creditors, the Indenture Trustee (irrespective of whether the principal of the Notes will shall then be due and payable as therein expressed or by declaration or otherwiseotherwise and irrespective of whether the Indenture Trustee shall have made any demand on the Issuer for the payment of overdue principal or interest) will shall be entitled and empowered empowered, by intervention in such proceeding or otherwise,: (a) i. to file and prove a claim for the whole amount of principal and interest owing and unpaid in respect of the Notes and to file such other papers or documents as may be necessary and or advisable in order to have the claims of the Indenture Trustee and any predecessor Indenture Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and any predecessor Indenture Trustee, its their agents and counsel and all other amounts due the Indenture Trustee under Section 4.5counsel) and of the Noteholders allowed in such judicial proceeding, and; (b) ii. to collect and receive any funds moneys or other property payable or deliverable on any such claims and to distribute the same; and iii. to participate as a member, voting or otherwise, of any official committee of creditors appointed in such matter; and any custodian, receiver, liquidator, assignee, trustee, liquidator sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Noteholder to make such payment payments to the Indenture Trustee, Trustee and in the event that the Indenture Trustee will consent to the making of such payments directly to the Noteholders, to pay to the Indenture Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and any predecessor Indenture Trustee, its their agents and counsel, and any other amounts due the Indenture Trustee and any predecessor Indenture Trustee under Section 4.5. 7.6 hereof. b. Nothing herein contained will shall be deemed to authorize the Indenture Trustee to authorize or authorize, consent to or to, accept or adopt on behalf of any Noteholder any plan of reorganization, arrangementagreement, adjustment or composition affecting the Notes or the rights of any Holder thereof, Noteholder thereof or affecting the Timeshare Loans or the other assets included in the Trust Estate or to authorize the Indenture Trustee to vote in respect of the claim of any Noteholder in any such proceeding.

Indenture Trustee May File Proofs of Claim. (a) In case of the pendency of any Insolvency Event receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other similar relative judicial proceeding related to the Issuer Issuer, or any other obligor upon in respect of the Notes Notes, or the property of the Issuer Issuer, or of such other obligorobligor or their creditors, the Indenture Trustee (irrespective of whether the principal of the Notes will shall then be due and payable as therein expressed or by declaration or otherwiseotherwise and irrespective of whether the Indenture Trustee shall have made any demand on the Issuer for the payment of overdue principal or interest) will shall be entitled and empowered empowered, by intervention in such proceeding or otherwise,: (ai) to file and prove a claim for the whole amount of principal and interest owing and unpaid in respect of the Notes and to file such other papers or documents as may be necessary and or advisable in order to have the claims of the Indenture Trustee and any predecessor Indenture Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and any predecessor Indenture Trustee, its their agents and counsel and all other amounts due the Indenture Trustee under Section 4.5counsel) and of the Noteholders allowed in such judicial proceeding, and; 41 (bii) to collect and receive any funds moneys or other property payable or deliverable on any such claims and to distribute the same; and (iii) to participate as a member, voting or otherwise, of any official committee of creditors appointed in such matter; and any custodian, receiver, liquidator, assignee, trustee, liquidator sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Noteholder to make such payment payments to the Indenture Trustee, Trustee and in the event that the Indenture Trustee will consent to the making of such payments directly to the Noteholders, to pay to the Indenture Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and any predecessor Indenture Trustee, its their agents and counsel, and any other amounts due the Indenture Trustee and any predecessor Indenture Trustee under Section 4.5. 7.6 hereof. (b) Nothing herein contained will shall be deemed to authorize the Indenture Trustee to authorize or authorize, consent to or to, accept or adopt on behalf of any Noteholder any plan of reorganization, arrangementagreement, adjustment or composition affecting the Notes or the rights of any Holder thereof, Noteholder thereof or affecting the Timeshare Loans or the other assets constituting the Trust Estate or to authorize the Indenture Trustee to vote in respect of the claim of any Noteholder in any such proceeding.

Indenture Trustee May File Proofs of Claim. In case of the pendency of any Insolvency Event or other similar proceeding or event relative to the Issuer or any other obligor upon the Notes or the property of the Issuer or of such other obligor, the Indenture Trustee (irrespective of whether the principal of the Notes will then be due and payable as therein expressed or by declaration or otherwise) will be entitled and empowered by intervention in such proceeding or otherwise, (a) to file and prove a claim for the whole amount of principal and interest owing and unpaid in respect of the Notes and to file such other papers or documents as may be necessary and advisable in order to have the claims of the Indenture Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel and all other amounts due the Indenture Trustee under Section 4.5) and of the Noteholders allowed in such judicial proceeding, and (b) to collect and receive any funds or other property payable or deliverable on any such claims and to distribute the same; and any receiver, assignee, trustee, liquidator or other similar official in any such proceeding is hereby authorized by each Noteholder to make such payment to the Indenture TrusteeTrustee and The Bank of New York Mellon (in all its capacities), and in the event that the Indenture Trustee will consent consents to the making of such payments directly to the Noteholders, to pay to the Indenture Trustee and The Bank of New York Mellon (in all its capacities) any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Indenture TrusteeTrustee and The Bank of New York Mellon (in all its capacities), its their agents and counsel, and any other amounts due the Indenture Trustee and The Bank of New York Mellon (in all its capacities) under Section 4.5. Nothing herein contained will be deemed to authorize the Indenture Trustee to authorize or consent to or accept or adopt on behalf of any Noteholder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder Noteholder thereof, or to authorize the Indenture Trustee to vote in respect of the claim of any Noteholder in any such proceeding.

Indenture Trustee May File Proofs of Claim. In case of the pendency of any Insolvency Event receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, composition or other similar judicial Proceeding relative to the Issuer or Trust upon any other obligor upon of the Notes or the property of the Issuer or of such other obligorTrust, the Indenture Trustee (irrespective of whether the principal of the Notes will shall then be due and payable as therein expressed or by declaration or otherwiseotherwise and irrespective of whether the Indenture Trustee shall have made any demand on the Trust for the payment of any overdue principal or interest) will shall, at the direction of the Insurer, be entitled and empowered empowered, by intervention in such proceeding Proceeding or otherwise,otherwise to: (a) to file and prove a claim for the whole amount of principal and interest owing and unpaid in respect of the Notes and to file such other papers or documents as may be necessary and or advisable in order to have the claims of the Indenture Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel and all other amounts due the Indenture Trustee under Section 4.5counsel) and of the Noteholders and the Insurer allowed in such judicial proceeding, Proceeding; and (b) to collect and receive any funds moneys or other property payable or deliverable on any such claims and to distribute the same; and any receiver, assignee, trusteeIndenture Trustee, liquidator liquidator, or sequestrator (or other similar official official) in any such proceeding Proceeding is hereby authorized by each Noteholder and the Insurer to make such payment payments to the Indenture TrusteeTrustee and, and in the event that the Indenture Trustee will shall consent to the making of such payments directly to the NoteholdersNoteholders and the Insurer, to pay to the Indenture Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel, and any other amounts due the Indenture Trustee under Section 4.5. Nothing herein contained will shall be deemed to authorize the Indenture Trustee to authorize or consent to or accept or adopt on behalf of any Noteholder or the Insurer any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder thereof, or to authorize the Indenture Trustee to vote in respect of the claim of any Noteholder in any such proceeding.,

Indenture Trustee May File Proofs of Claim. In case of the pendency of any Insolvency Event receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other similar judicial proceeding relative to the Issuer or any other obligor upon the Notes or the property of the Issuer or of such other obligorobligor or their creditors, the Indenture Trustee (irrespective of whether the principal of the Notes will then be due and payable as therein expressed or by declaration or otherwiseotherwise and irrespective of whether the Indenture Trustee will have made any demand on the Issuer for the payment of overdue principal or interest) will be entitled and empowered empowered, by intervention in such proceeding proceedings or otherwise, (ai) to file and prove a claim for the whole amount of principal and interest owing and unpaid in respect of the Notes and to file such other papers or documents as may be necessary and advisable in order to have the claims of (x) the Indenture Trustee (including any claim for the reasonable compensation, expenses, indemnities, disbursements and advances of the Indenture Trustee, its agents and counsel and all other amounts due the Indenture Trustee under Section 4.58.07) and (y) the Paying Agent and the Note Registrar (including any claim for the reasonable compensation, expenses, indemnities, disbursements and advances of each of the Paying Agent and the Note Registrar, each of its agents and counsel and all other amounts due the Paying Agent and the Note Registrar under Section 17.02) and of the Noteholders allowed in such judicial proceeding, and (bii) to collect and receive any funds or other property payable or deliverable on any such claims and to distribute the same; and any receiver, assignee, trustee, liquidator liquidator, sequestrator (or other similar official official) in any such judicial proceeding is hereby authorized by each Noteholder to make such payment to the Indenture Trustee, Trustee and in the event that the Indenture Trustee will consent to the making of such payments directly to the Noteholders, to pay to (x) the Indenture Trustee any amount due to it for the reasonable compensation, expenses, indemnities, disbursements and advances of the Indenture Trustee, its agents and counsel, and any other amounts due the Indenture Trustee under Section 4.58.07 and (y) each of the Paying Agent and the Note Registrar any amount due to it for the reasonable compensation, expenses, indemnities, disbursements and advances of the Paying Agent and the Note Registrar, each of its agents and counsel and all other amounts due the Paying Agent and the Note Registrar under Section 17.02. Nothing herein contained will be deemed to authorize the Indenture Trustee to authorize or consent to or accept or adopt on behalf of any Noteholder any plan of or reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder thereof, or to authorize the Indenture Trustee to vote in respect of the claim of any Noteholder in any such proceeding.

Indenture Trustee May File Proofs of Claim. In case of the pendency of any Insolvency Event receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, composition or other similar judicial Proceeding relative to the Issuer or any other obligor upon any of the Notes or the property of the Issuer or of such other obligorobligor or their creditors, the Indenture Trustee (irrespective of whether the principal of the Notes will shall then be due and payable as therein expressed or by declaration or otherwiseotherwise and irrespective of whether the Indenture Trustee shall have made any demand on the Issuer for the payment of any overdue principal or interest) will shall be entitled and empowered empowered, by intervention in such proceeding Proceeding or otherwise,otherwise to: (ai) to file and prove a claim for the whole amount of principal and interest owing and unpaid in respect of the Notes and to file such other papers or documents as may be necessary and or advisable in order to have the claims of the Indenture Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel and all other amounts due the Indenture Trustee under Section 4.5counsel) and of the Noteholders a allowed in such judicial proceedingProceeding, and (bii) to collect and receive any funds moneys or other property payable or deliverable on any such claims and to distribute the same; and any receiver, assignee, trustee, liquidator liquidator, or sequestrator (or other similar official official) in any such proceeding Proceeding is hereby authorized by each Noteholder to make such payment payments to the Indenture TrusteeTrustee and, and in the event that the Indenture Trustee will shall consent to the making of such payments directly to the Noteholders, to pay to the Indenture Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel, and any other amounts due the Indenture Trustee under Section 4.5. Nothing herein contained will shall be deemed to authorize the Indenture Trustee to authorize or consent to or accept or adopt on behalf of any Noteholder any plan of reorganization, arrangement, adjustment or composition affecting any of the Notes or the rights of any Holder thereof, or to authorize the Indenture Trustee to vote in respect of the claim of any Noteholder in any such proceedingProceeding.

Indenture Trustee May File Proofs of Claim. (a) In case of the pendency of any Insolvency Event receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other similar relative judicial proceeding related to the Issuer Issuer, or any other obligor upon in respect of the Notes Notes, or the property of the Issuer Issuer, or of such other obligorobligor or their creditors, the Indenture Trustee (irrespective of whether the principal of the Notes will shall then be due and payable as therein expressed or by declaration or otherwiseotherwise and irrespective of whether the Indenture Trustee shall have made any demand on the Issuer for the payment of overdue principal or interest) will shall be entitled and empowered empowered, by intervention in such proceeding or otherwise,: (ai) to file and prove a claim for the whole amount of principal and interest owing and unpaid in respect of the Notes and to file such other papers or documents as may be necessary and or advisable in order to have the claims of the Indenture Trustee and any predecessor Indenture Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the 51 Indenture Trustee and any predecessor Indenture Trustee, its their agents and counsel and all other amounts due the Indenture Trustee under Section 4.5counsel) and of the Noteholders allowed in such judicial proceeding, and; (bii) to collect and receive any funds moneys or other property payable or deliverable on any such claims and to distribute the same; and (iii) to participate as a member, voting or otherwise, of any official committee of creditors appointed in such matter; and any custodian, receiver, liquidator, assignee, trustee, liquidator sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Noteholder to make such payment payments to the Indenture Trustee, Trustee and in the event that the Indenture Trustee will consent to the making of such payments directly to the Noteholders, to pay to the Indenture Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and any predecessor Indenture Trustee, its their agents and counsel, and any other amounts due the Indenture Trustee and any predecessor Indenture Trustee under Section 4.5. 7.6 hereof. (b) Nothing herein contained will shall be deemed to authorize the Indenture Trustee to authorize or authorize, consent to or to, accept or adopt on behalf of any Noteholder any plan of reorganization, arrangementagreement, adjustment or composition affecting the Notes or the rights of any Holder thereof, Noteholder thereof or affecting the Timeshare Loans or the other assets constituting the Trust Estate or to authorize the Indenture Trustee to vote in respect of the claim of any Noteholder in any such proceeding.

Indenture Trustee May File Proofs of Claim. In case of the pendency of any Insolvency Event receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, composition or other similar judicial Proceeding relative to the Issuer or any other obligor upon any of the Notes or the property of the Issuer or of such other obligorobligor or their creditors, the Indenture Trustee (irrespective of whether the principal of the Notes will shall then be due and payable as therein expressed or by declaration or otherwiseotherwise and irrespective of whether the Indenture Trustee shall have made any demand on the Issuer for the payment of any overdue principal or interest) will shall, at the direction of the Note Insurer, be entitled and empowered empowered, by intervention in such proceeding Proceeding or otherwise,otherwise to: (ai) to file and prove a claim for the whole amount of principal and interest owing and unpaid in respect of the Notes and to file such other papers or documents as may be necessary and or advisable in order to have the claims of the Indenture Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel and all other amounts due the Indenture Trustee under Section 4.5counsel) and of the Noteholders and the Note Insurer allowed in such judicial proceedingProceeding, and (bii) to collect and receive any funds moneys or other property payable or deliverable on any such claims and to distribute the same; and any receiver, assignee, trustee, liquidator liquidator, or sequestrator (or other similar official official) in any such proceeding Proceeding is hereby authorized by each Noteholder and the Note Insurer to make such payment payments to the Indenture TrusteeTrustee and, and in the event that the Indenture Trustee will shall consent to the making of such payments directly to the NoteholdersNoteholders and the Note Insurer, to pay to the Indenture Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel, and any other amounts due the Indenture Trustee under Section 4.5. Nothing herein contained will shall be deemed to authorize the Indenture Trustee to authorize or consent to or accept or adopt on behalf of any Noteholder or the Note Insurer any plan of reorganization, arrangement, adjustment or composition affecting any of the Notes or the rights of any Holder thereof, or the Note Insurer, or to authorize the Indenture Trustee to vote in respect of the claim of any Noteholder or the Note Insurer in any such proceedingProceeding.

Indenture Trustee May File Proofs of Claim. In case ‌ Subject to the terms of the pendency of any Insolvency Event or other similar relative to the Issuer or any other obligor upon the Notes or the property of the Issuer or of such other obligorIntercreditor Agreement, the Indenture Trustee (irrespective of whether the principal of the Notes will then be due and payable as therein expressed or by declaration or otherwise) will be entitled and empowered by intervention in such proceeding or otherwise, (a) to file and prove a claim for the whole amount of principal and interest owing and unpaid in respect of the Notes and is authorized to file such proofs of claim and other papers or documents as may be necessary and or advisable in order to have the claims of the Indenture Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel and all other amounts due the Indenture Trustee under Section 4.5counsel) and of the Noteholders Holders allowed in such any judicial proceedingproceedings relative to the Issuer (or any other obligor upon the Notes), and (b) its creditors or its property and shall be entitled and empowered to collect collect, receive and receive distribute any funds money or other property payable or deliverable on any such claims and to distribute the same; and any receiver, assignee, trustee, liquidator or other similar official custodian in any such judicial proceeding is hereby authorized by each Noteholder Holder to make such payment payments to the Indenture Trustee, and in the event that the Indenture Trustee will shall consent to the making of such payments directly to the NoteholdersHolders, to pay to the Indenture Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Indenture TrusteeTrustee and the Indenture Agents, its their respective agents and counsel, and any other amounts due the Indenture Trustee and/or the Indenture Agents under Section 4.59.06. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Indenture Trustee and the Indenture Agents, and their respective agents and counsel, and any other amounts due the Indenture Trustee or the Indenture Agents under Section 9.06 out of the estate in any such proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Holders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing herein contained will shall be deemed to authorize the Indenture Trustee to authorize or consent to or accept or adopt on behalf of any Noteholder Holder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder thereofHolder, or to authorize the Indenture Trustee to vote in respect of the claim of any Noteholder Holder in any such proceeding.

Indenture Trustee May File Proofs of Claim. In case of the pendency of any Insolvency Event or other similar judicial proceeding relative to the Issuer Company (or any other obligor upon the Notes Debt Securities), its property or the property of the Issuer or of such other obligorits creditors, the Indenture Trustee (irrespective of whether the principal of the Notes will then be due and payable as therein expressed or by declaration or otherwise) will shall be entitled and empowered empowered, by intervention in such proceeding or otherwise, (a) , to file take any and prove a claim for all actions authorized under the whole amount of principal and interest owing and unpaid in respect of the Notes and to file such other papers or documents as may be necessary and advisable Trust Indenture Act in order to have the claims of the Indenture Trustee (including any claim for the reasonable compensation, expenses, disbursements Holders and advances of the Indenture Trustee, its agents and counsel and all other amounts due the Indenture Trustee under Section 4.5) and of the Noteholders allowed in any such judicial proceeding. In particular, and (b) the Indenture Trustee shall be authorized to collect and receive any funds moneys or other property payable or deliverable on any such claims and to distribute the same; and any custodian, receiver, assignee, trustee, liquidator liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Noteholder Holder to make such payment payments to the Indenture TrusteeTrustee and, and in the event that the Indenture Trustee will shall consent to the making of such payments directly to the NoteholdersHolders, to pay to the Indenture Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel, and any other amounts due the Indenture Trustee under Section 4.56.07. Nothing herein contained will No provision of this Indenture shall be deemed to authorize the Indenture Trustee to authorize or consent to or accept or adopt on behalf of any Noteholder Holder any plan of reorganization, arrangement, adjustment or composition affecting the Notes Debt Securities or the rights of any Holder thereof, thereof or to authorize the Indenture Trustee to vote in respect of the claim of any Noteholder Holder in any such proceeding.

Indenture Trustee May File Proofs of Claim. In case of the pendency of any Insolvency Event receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other similar judicial proceeding relative to the Issuer Company or any other obligor upon the Notes Securities or the property of the Issuer Company or of such other obligorobligor or their creditors, the Indenture Trustee (irrespective of whether the principal of the Notes will Securities of any series shall then be due and payable as therein expressed or by declaration or otherwiseotherwise and irrespective of whether the Indenture Trustee shall have made any demand on the Company for the payment of overdue principal, premium, if any, or interest) will shall be entitled and empowered empowered, by intervention in such proceeding or otherwise,: (ai) to file and prove a claim for the whole amount, or such lesser amount as may be provided for in the Securities of such series, of principal (and premium, if any) and interest and Additional Amounts, if any, owing and unpaid in respect of the Notes Securities and to file such other papers or documents as may be necessary and or advisable in order to have the claims of the Indenture Trustee (including any claim for the reasonable compensation, expenses, -45- 52 disbursements and advances of the Indenture Trustee, its agents and counsel and all other amounts due the Indenture Trustee under Section 4.5counsel) and of the Noteholders Holders allowed in such judicial proceeding, and (bii) to collect and receive any funds moneys or other property payable or deliverable on any such claims and to distribute the same; and any custodian, receiver, assignee, trustee, liquidator liquidator, sequestrator (or other similar official official) in any such judicial proceeding is hereby authorized by each Noteholder Holder of Securities of such series and coupons to make such payment payments to the Indenture Trustee, and in the event that the Indenture Trustee will shall consent to the making of such payments directly to the NoteholdersHolders, to pay to the Indenture Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and any predecessor Indenture Trustee, its their agents and counsel, and any other amounts due the Indenture Trustee or any predecessor Indenture Trustee under Section 4.56.06. Nothing herein contained will shall be deemed to authorize the Indenture Trustee to authorize or consent to or accept or adopt on behalf of any Noteholder Holder of a Security or coupon any plan of reorganization, arrangement, adjustment or composition affecting the Notes Securities or coupons or the rights of any Holder thereof, or to authorize the Indenture Trustee to vote in respect of the claim of any Noteholder Holder of a Security or coupon in any such proceeding. In any proceedings brought by the Indenture Trustee (and also any proceedings involving the interpretation of any provision of this Indenture to which the Indenture Trustee shall be a party) the Indenture Trustee shall be held to represent all the Holders of the Securities, and it shall not be necessary to make any Holders of the Securities parties to any such proceedings.

Indenture Trustee May File Proofs of Claim. (a) In case of the pendency of any Insolvency Event receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other similar judicial proceeding relative to the Issuer or any other obligor upon the Notes Issuer, or the property of the Issuer or of such other obligorIssuer, the Indenture Trustee (irrespective of whether the principal of the Notes will shall then be due and payable as therein expressed or by declaration or otherwiseotherwise and irrespective of whether the Indenture Trustee shall have made any demand on the Issuer for the payment of overdue principal or interest) will shall be entitled and empowered empowered, by intervention in such proceeding or otherwise,: (ai) to file and prove a claim for the whole amount of principal and interest owing and unpaid in respect of the Notes and to file such other papers or documents as may be necessary and or advisable in order to have the claims of the Indenture Trustee and any predecessor Indenture Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and any predecessor Indenture Trustee, its their agents and counsel and all other amounts due the Indenture Trustee under Section 4.5counsel) and of the Noteholders allowed in such judicial proceeding, and; (bii) to collect and receive any funds moneys or other property payable or deliverable on any such claims and to distribute the same; and KL2 2817472.7 (iii) to participate as a member, voting or otherwise, of any official committee of creditors appointed in such matter; and any custodian, receiver, liquidator, assignee, trustee, liquidator sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Noteholder to make such payment payments to the Indenture Trustee, Trustee and in the event that the Indenture Trustee will consent to the making of such payments directly to the Noteholders, to pay to the Indenture Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and any predecessor Indenture Trustee, its their agents and counsel, and any other amounts due the Indenture Trustee and any predecessor Indenture Trustee under Section 4.5. 7.06 hereof. (b) Nothing herein contained will shall be deemed to authorize the Indenture Trustee to authorize or consent to or accept or adopt on behalf of any Noteholder any plan of reorganization, arrangementagreement, adjustment or composition affecting the Notes or the rights of any Holder thereof, Noteholder thereof or affecting the Timeshare Loans or the other assets constituting the Trust Estate or to authorize the Indenture Trustee to vote in respect of the claim of any Noteholder in any such proceeding.

Indenture Trustee May File Proofs of Claim. In case of the pendency of any Insolvency Event or other similar proceeding or event relative to the Issuer or any other obligor upon the Notes or the property of the Issuer or of such other obligor, the Indenture Trustee (irrespective of whether the principal of the Notes will then be due and payable as therein expressed or by declaration or otherwise) will be entitled and empowered by intervention in such proceeding or otherwise, (ai) to file and prove a claim for the whole amount of principal and interest owing and unpaid in respect of the Notes and to file such other papers or documents as may be necessary and advisable in order to have the claims of the Indenture Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel and all other amounts due the Indenture Trustee under Section 4.5) and of the Noteholders allowed in such judicial proceeding, and (bj) to collect and receive any funds or other property payable or deliverable on any such claims and to distribute the same; and any receiver, assignee, trustee, liquidator or other similar official in any such proceeding is hereby authorized by each Noteholder to make such payment to the Indenture TrusteeTrustee and Deutsche Bank (in all its capacities), and in the event that the Indenture Trustee will consent consents to the making of such payments directly to the Noteholders, to pay to the Indenture Trustee and Deutsche Bank (in all its capacities) any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Indenture TrusteeTrustee and Deutsche Bank (in all its capacities), its their agents and counsel, and any other amounts due the Indenture Trustee and Deutsche Bank (in all its capacities) under Section 4.5. Nothing herein contained will be deemed to authorize the Indenture Trustee to authorize or consent to or accept or adopt on behalf of any Noteholder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder Noteholder thereof, or to authorize the Indenture Trustee to vote in respect of the claim of any Noteholder in any such proceeding.

Indenture Trustee May File Proofs of Claim. In case of the pendency of any Insolvency Event receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, composition or other similar judicial Proceeding relative to the Issuer or Trust upon any other obligor upon of the Notes or the property of the Issuer or of such other obligorTrust, the Indenture Trustee (irrespective of (i) whether the principal of the Notes will shall then be due and payable as therein expressed or by declaration or otherwiseotherwise and (ii) will whether the Indenture Trustee shall have made any demand on the Trust for the payment of any overdue principal or interest) shall, at the direction of the Note Insurer, be entitled and empowered empowered, by intervention in such proceeding or otherwise,otherwise to: (a) to file and prove a claim for the whole amount of principal and interest owing and unpaid in respect of the Notes and to file such other papers or documents as may be necessary and or advisable in order to have the claims of the Indenture Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel and all other amounts due the Indenture Trustee under Section 4.5counsel) and of the Noteholders and the Note Insurer allowed in such judicial proceeding, and (bi) to collect and receive any funds moneys or other property payable or deliverable on any such claims and to distribute the same; and any receiver, assignee, trusteeIndenture Trustee, liquidator liquidator, or sequestrator (or other similar official official) in any such proceeding Proceeding is hereby authorized by each Noteholder and the Note Insurer to make such payment payments to the Indenture Trustee, Trustee and (ii) in the event that the Indenture Trustee will shall consent to the making of such payments directly to the NoteholdersNoteholders and the Note Insurer, to pay to the Indenture Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel, and any other amounts due the Indenture Trustee under Section 4.5. Nothing herein contained will shall be deemed to authorize the Indenture Trustee to authorize or consent to or accept or adopt on behalf of any Noteholder or the Note Insurer any plan of reorganization, arrangement, adjustment or composition affecting any of the Notes or the rights of any Holder thereofNoteholder, or the Note Insurer, or to authorize the Indenture Trustee to vote in respect of the claim of any Noteholder or the Note Insurer in any such proceeding.Proceeding. Any plan of reorganization, arrangement, adjustment or composition relative to the Trust or any other obligor

Indenture Trustee May File Proofs of Claim. (a) In case of the pendency of any Insolvency Event receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other similar relative judicial proceeding related to the Issuer Issuer, or any other obligor upon in respect of the Notes Notes, or the property of the Issuer Issuer, or of such other obligorobligor or their creditors, the Indenture Trustee (irrespective of whether the principal of the Notes will shall then be due and payable as therein expressed or by declaration or otherwiseotherwise and irrespective of whether the Indenture Trustee shall have made any demand on the Issuer for the payment of overdue principal or interest) will shall be entitled and empowered empowered, by intervention in such proceeding or otherwise,: (ai) to file and prove a claim for the whole amount of principal and interest owing and unpaid in respect of the Notes and to file such other papers or documents as may be necessary and or advisable 39 in order to have the claims of the Indenture Trustee and any predecessor Indenture Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and any predecessor Indenture Trustee, its their agents and counsel and all other amounts due the Indenture Trustee under Section 4.5counsel) and of the Noteholders allowed in such judicial proceeding, and; (bii) to collect and receive any funds moneys or other property payable or deliverable on any such claims and to distribute the same; and (iii) to participate as a member, voting or otherwise, of any official committee of creditors appointed in such matter; and any custodian, receiver, liquidator, assignee, trustee, liquidator sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Noteholder to make such payment payments to the Indenture Trustee, Trustee and in the event that the Indenture Trustee will consent to the making of such payments directly to the Noteholders, to pay to the Indenture Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and any predecessor Indenture Trustee, its their agents and counsel, and any other amounts due the Indenture Trustee and any predecessor Indenture Trustee under Section 4.5. 7.6 hereof. (b) Nothing herein contained will shall be deemed to authorize the Indenture Trustee to authorize or authorize, consent to or to, accept or adopt on behalf of any Noteholder any plan of reorganization, arrangementagreement, adjustment or composition affecting the Notes or the rights of any Holder thereof, Noteholder thereof or affecting the Timeshare Loans or the other assets constituting the Trust Estate or to authorize the Indenture Trustee to vote in respect of the claim of any Noteholder in any such proceeding.

Indenture Trustee May File Proofs of Claim. In case of the pendency of any Insolvency Event receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, composition or other similar judicial proceeding relative to the Issuer Trust or any other obligor upon the Notes or the property of held in the Issuer Trust or of such other obligorobligor or their creditors, the Indenture Trustee (irrespective of whether the principal of the Notes will shall then be due and payable as therein expressed or by declaration or otherwiseotherwise and irrespective of whether the Indenture Trustee shall have made any demand on the Trust for the payment of any overdue principal, premium or interest) will shall be entitled and empowered empowered, by intervention in such proceeding or otherwise, (a) to file and prove a claim for the whole amount of principal of, and any premium and interest owing and unpaid in respect of of, the Notes and to file such other papers or documents as may be necessary and or advisable in order to have the claims of the Indenture Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel and all other amounts due the Indenture Trustee under Section 4.5counsel) and of the Noteholders Holders allowed in such judicial proceeding, ; and (b) to collect and receive any funds moneys or other property payable or deliverable on any such claims and to distribute the same; , and any custodian, receiver, assignee, trustee, liquidator liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Noteholder Holder to make such payment payments to the Indenture TrusteeTrustee and, and in the event that the Indenture Trustee will consent shall consent, to the making of make such payments directly to the NoteholdersHolders, and to pay to the Indenture Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel, and any other amounts due to the Indenture Trustee under Section 4.57.10. Nothing herein contained will shall be deemed to authorize the Indenture Trustee to authorize or consent to or accept or adopt on behalf of any Noteholder Holder any plan of reorganization, arrangement, adjustment adjustment, or composition affecting any of the Notes or the rights of any Holder thereof, or to authorize the Indenture Trustee to vote in respect of the claim of any Noteholder Holder in any such proceeding.

Indenture Trustee May File Proofs of Claim. In case of the pendency of any Insolvency Event or other similar relative to the Issuer or any other obligor upon the Notes or the property of the Issuer or of such other obligor, the The Indenture Trustee (irrespective of whether the principal of the Notes will then be due and payable as therein expressed or by declaration or otherwise) will be entitled and empowered by intervention in such proceeding or otherwise, (a) to file and prove a claim for the whole amount of principal and interest owing and unpaid in respect of the Notes and is authorized to file such proofs of claim and other papers or documents as may be necessary and or advisable in order to have the claims of the Indenture Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel and all other amounts due the Indenture Trustee under Section 4.5counsel) and the Holders of the Noteholders Notes allowed in any judicial proceedings relative to the Company or the Subsidiary Guarantors (or any other obligor upon the Notes), the Company's creditors or the Company's property and shall be entitled and empowered to participate as a member, voting or otherwise, of any official committee of creditors appointed in such judicial proceedingmatter and to collect, and (b) to collect receive and receive distribute any funds money or other property payable or deliverable on any such claims and to distribute the same; and any receiver, assignee, trustee, liquidator or other similar official custodian in any such judicial proceeding is hereby authorized by each Noteholder Holder of a Note to make such payment payments to the Indenture Trustee, and in the event that the Indenture Trustee will shall consent to the making of such payments directly to the NoteholdersHolders of the Notes, to pay to the Indenture Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel, and any other amounts due the Indenture Trustee under Section 4.57.07. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel, and any other amounts due the Indenture Trustee under Section 7.07 out of the estate in any such proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties which the Holders of the Notes may be entitled to receive in such proceeding, whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing herein contained will shall be deemed to authorize the Indenture Trustee to authorize or consent to or accept or adopt on behalf of any Noteholder Holder of a Note any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder of a Note thereof, or to authorize the Indenture Trustee to vote in respect of the claim of any Noteholder Holder of a Note in any such proceeding.

Indenture Trustee May File Proofs of Claim. In case of the pendency of any Insolvency Event receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, composition or other similar judicial Proceeding relative to the Issuer or Trust upon any other obligor upon of the Notes or the property of the Issuer or of such other obligorTrust, the Indenture Trustee (irrespective of (i) whether the principal of the Notes will shall then be due and payable as therein expressed or by declaration or otherwiseotherwise and (ii) will whether the Indenture Trustee shall have made any demand on the Trust for the payment of any overdue principal or interest) shall, be entitled and empowered empowered, by intervention in such proceeding or otherwise,otherwise to: (a) to file and prove a claim for the whole amount of principal and interest owing and unpaid in respect of the Notes and to file such other papers or documents as may be necessary and or advisable in order to have the claims of the Indenture Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel and all other amounts due the Indenture Trustee under Section 4.5counsel) and of the Noteholders allowed in such judicial proceeding, and (bi) to collect and receive any funds moneys or other property payable or deliverable on any such claims and to distribute the same; and any receiver, assignee, trustee, liquidator liquidator, or sequestrator (or other similar official official) in any such proceeding Proceeding is hereby authorized by each Noteholder to make such payment payments to the Indenture Trustee, Trustee and (ii) in the event that the Indenture Trustee will shall consent to the making of such payments directly to the Noteholders, to pay to the Indenture Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel, and any other amounts due the Indenture Trustee under Section 4.5. Nothing herein contained will shall be deemed to authorize the Indenture Trustee to authorize or consent to or accept or adopt on behalf of any Noteholder any plan of reorganization, arrangement, adjustment or composition affecting any of the Notes or the rights of any Holder thereofNoteholder, or to authorize the Indenture Trustee to vote in respect of the claim of any Noteholder in any such proceedingProceeding.

Indenture Trustee May File Proofs of Claim. (a) In case of the pendency of any Insolvency Event receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other similar judicial proceeding relative to the Issuer Company, any other Loan Party or any other obligor upon the Notes Securities or the property of the Issuer Company, such other Loan Party or of such other obligorobligor or their creditors, the Indenture Trustee (irrespective of whether the principal of the Notes will Securities shall then be due and payable as therein expressed or by declaration or otherwiseotherwise and irrespective of whether the Indenture Trustee shall have made any demand on the Company for the payment of overdue principal or interest) will shall be entitled and empowered empowered, by intervention in such proceeding or otherwise, (ai) to file and prove a claim for the whole amount of principal and interest owing and unpaid in respect of the Notes Securities and to file such other papers or documents as may be necessary and or advisable in order to have the claims of the Indenture Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel and all other amounts due the Indenture Trustee under Section 4.5counsel) and of the Noteholders Holders allowed in such judicial proceeding, and (bii) to collect and receive any funds moneys or other property (subject to the terms of the New Intercreditor Agreement) payable or deliverable on any such claims and to distribute the same; and (subject to the terms of the New Intercreditor Agreement) any custodian, receiver, assignee, trustee, liquidator liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Noteholder Holder to make such payment payments to the Indenture TrusteeTrustee and, and in the event that the Indenture Trustee will shall consent to the making of such payments directly to the NoteholdersHolders, to pay to the Indenture Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel, and any other amounts due the Indenture Trustee under Section 4.5606. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel, and any other amounts due the Indenture Trustee under Section 606 hereof out of the estate in any such proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties, that the Holders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement otherwise. (b) Nothing herein contained will shall be deemed to authorize the Indenture Trustee to authorize or consent to or accept or adopt on behalf of any Noteholder Holder any plan of reorganization, arrangement, adjustment or composition affecting the Notes Securities or the rights of any Holder thereof, or to authorize the Indenture Trustee to vote in respect of the claim of any Noteholder Holder in any such proceeding.

Indenture Trustee May File Proofs of Claim. In case of the pendency of any Insolvency Event receivership, insolvency, bankruptcy or other similar proceeding relative to the Issuer or any other obligor upon the Notes or the property of the Issuer or of such other obligor, the Indenture Trustee (irrespective of whether the principal of the Notes will then be due and payable as therein expressed or by declaration or otherwise) will be entitled and empowered by intervention in such proceeding or otherwise, (ai) to file and prove a claim for the whole amount of principal and interest owing and unpaid in respect of the Notes and to file such other papers or documents as may be necessary and advisable in order to have the claims of the Indenture Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel and all other amounts due the Indenture Trustee under Section 4.5707) and of the Noteholders allowed in such judicial proceeding, and (bii) to collect and receive any funds or other property payable or deliverable on any such claims and to distribute the same; and any receiver, assignee, trustee, liquidator or other similar official in any such proceeding is hereby authorized by each Noteholder to make such payment to the Indenture Trustee, and in the event that the Indenture Trustee will consent to the making of such payments directly to the Noteholders, to pay to the Indenture Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel, and any other amounts due the Indenture Trustee under Section 4.5707. Nothing herein contained will be deemed to authorize the Indenture Trustee to authorize or consent to or accept or adopt on behalf of any Noteholder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder thereof, or to authorize the Indenture Trustee to vote in respect of the claim of any Noteholder in any such proceeding.

Indenture Trustee May File Proofs of Claim. In case of the pendency of any Insolvency Event or other similar proceeding relative to the Issuer or any other obligor upon the Notes or the property of the Issuer or of such other obligor, the Indenture Trustee (irrespective of whether the principal of the Notes will then be due and payable as therein expressed or by declaration or otherwise) will be entitled and empowered by intervention in such proceeding or otherwise, (a) to file and prove a claim for the whole amount of principal and interest owing and unpaid and all other amounts due and payable under any Transaction Document in respect of the Notes and to file such other papers or documents as may be necessary and advisable in order to have the claims of the Indenture Trustee (including any claim for the reasonable compensationcompensation (in accordance with the fee structure provided in the Indenture Trustee Fee Letter), and reasonable third party expenses, disbursements and advances of the Indenture Trustee, its agents and counsel and all other amounts due the Indenture Trustee under Section 4.5) and of the Noteholders allowed in such judicial proceeding, and, (b) to collect and receive any funds or other property payable or deliverable on any such claims and to distribute the same; and any receiver, assignee, trustee, liquidator or other similar official in any such proceeding is hereby authorized by each Noteholder to make such payment to the Indenture TrusteeTrustee and Citibank (in all its capacities), and in the event that the Indenture Trustee will consent consents to the making of such payments directly to the Noteholders, to pay to the Indenture Trustee and Citibank (in all its capacities) any amount due to it for the reasonable compensationcompensation (in accordance with the fee structure provided in the Indenture Trustee Fee Letter), and reasonable third party expenses, disbursements and advances of the Indenture TrusteeTrustee and Citibank (in all its capacities), its their agents and counsel, and any other amounts due the Indenture Trustee and Citibank (in all its capacities) under Section 4.5, and (c) to the extent there are conflicting directions between 100% of the VFN Noteholders and the Majority Noteholders, the Indenture Trustee will take its direction from 100% of the VFN Noteholders. Nothing herein contained will be deemed to authorize the Indenture Trustee to authorize or consent to or accept or adopt on behalf of any Noteholder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder Noteholder thereof, or to authorize the Indenture Trustee to vote in respect of the claim of any Noteholder in any such proceeding.

Indenture Trustee May File Proofs of Claim. In case of the pendency of any Insolvency Event receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, composition or other similar judicial Proceeding relative to the Issuer or any other obligor upon any of the Notes or the property of the Issuer or of such other obligorobligor or their creditors, the Indenture Trustee (irrespective of whether the principal of the Notes will shall then be due and payable as therein expressed or by declaration or otherwiseotherwise and irrespective of whether the Indenture Trustee shall have made any demand on the Issuer for the payment of any overdue principal or interest) will shall, with the prior written consent of the Note Insurer, be entitled and empowered empowered, by intervention in such proceeding Proceeding or otherwise,otherwise to: (a) to file and prove a claim for the whole amount of principal and interest owing and unpaid in respect of the Notes and to file such other papers or documents as may be necessary and or advisable in order to have the claims of the Indenture Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel and all other amounts due the Indenture Trustee under Section 4.5counsel) and of the Noteholders and the Note Insurer allowed in such judicial proceedingProceeding, and and (bii) to collect and receive any funds moneys or other property payable or deliverable on any such claims and to distribute the same; and any receiver, assignee, trustee, liquidator liquidator, or sequestrator (or other similar official official) in any such proceeding Proceeding is hereby authorized by each Noteholder and the Note Insurer to make such payment payments to the Indenture TrusteeTrustee and, and in the event that the Indenture Trustee will shall consent to the making of such payments directly to the NoteholdersNoteholders and the Note Insurer, to pay to the Indenture Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel, and any other amounts due the Indenture Trustee under Section 4.5. Nothing herein contained will shall be deemed to authorize the Indenture Trustee to authorize or consent to or accept or adopt on behalf of any Noteholder or the Note Insurer any plan of reorganization, arrangement, adjustment or composition affecting any of the Notes or the rights of any Holder thereof, or the Note Insurer, or to authorize the Indenture Trustee to vote in respect of the claim of any Noteholder or the Note Insurer in any such proceedingProceeding. Any plan of reorganization, arrangement, adjustment or composition relative to the Issuer or any other obligor upon any of the Notes or the property of the Issuer or of such obligor or their creditors and affecting the Notes or the rights of the Note Insurer under this Indenture or the Insurance Agreement must be acceptable to the Note Insurer and, as long as no Note Insurer Default exists and is continuing, the Note Insurer shall be entitled to exercise the voting rights of the Holders of the Notes regarding such plan, reorganization, arrangement, adjustment or composition.

Indenture Trustee May File Proofs of Claim. In case of the pendency of any Insolvency Event receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, composition or other similar judicial Proceeding relative to the Issuer Issuing Entity or any other obligor upon any of the Notes or the property of the Issuer Issuing Entity or of such other obligorobligor or their creditors, the Indenture Trustee (irrespective of whether the principal of the Notes will shall then be due and payable as therein expressed or by declaration or otherwise) will otherwise and irrespective of whether the Indenture Trustee shall have made any demand on the Issuing Entity for the payment of any overdue principal or interest shall, with the prior written consent of the Note Insurer be entitled and empowered empowered, by intervention in such proceeding Proceeding or otherwise,otherwise to: (a) to file and prove a claim for the whole amount of principal and interest owing and unpaid in respect of the Notes and to file such other papers or documents as may be necessary and or advisable in order to have the claims of the Indenture Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel and all other amounts due the Indenture Trustee under Section 4.5) and of counsel), the Noteholders and the Note Insurer allowed in such judicial proceedingProceeding, and (b) to collect and receive any funds moneys or other property payable or deliverable on any such claims and to distribute the same; and any receiver, assignee, trustee, liquidator liquidator, or sequestrator (or other similar official official) in any such proceeding Proceeding is hereby authorized by each Noteholder and the Note Insurer to make such payment payments to the Indenture TrusteeTrustee and, and in the event that the Indenture Trustee will shall consent to the making of such payments directly to the NoteholdersNoteholders and the Note Insurer, to pay to the Indenture Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel, and any other amounts due the Indenture Trustee under Section 4.5. Nothing herein contained will shall be deemed to authorize the Indenture Trustee to authorize or consent to or accept or adopt on behalf of any Noteholder or the Note Insurer any plan of reorganization, arrangement, adjustment or composition affecting any of the Notes or the rights of any Holder thereof, or the Note Insurer, or to authorize the Indenture Trustee to vote in respect of the claim of any Noteholder or the Note Insurer in any such proceedingProceeding.

Indenture Trustee May File Proofs of Claim. In case of the pendency of any Insolvency Event or other similar relative to the Issuer or any other obligor upon the Notes or the property of the Issuer or of such other obligor, the The Indenture Trustee (irrespective of whether the principal of the Notes will then be due and payable as therein expressed or by declaration or otherwise) will be entitled and empowered by intervention in such proceeding or otherwise, (a) to file and prove a claim for the whole amount of principal and interest owing and unpaid in respect of the Notes and is authorized to file such proofs of claim and other papers or documents as may be necessary and or advisable in order to have the claims of the Indenture Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel and all other amounts due counsel, subject to the Indenture Trustee under Section 4.5limitations contained herein) and of the Noteholders Holders allowed in any judicial proceedings relative to the Issuer or any guarantor (or any other obligor upon the Notes), its creditors or its property and shall be entitled and empowered to participate as a member, voting or otherwise, of any official committee of creditors appointed in such judicial proceedingmatter and shall be entitled and empowered to collect, and (b) to collect receive and receive distribute any funds money or other property payable or deliverable on any such claims and to distribute the same; and any receiver, assignee, trustee, liquidator or other similar official custodian in any such judicial proceeding is hereby authorized by each Noteholder Holder to make such payment payments to the Indenture Trustee, and in the event that the Indenture Trustee will shall consent to the making of such payments directly to the NoteholdersHolders, to pay to the Indenture Trustee any amount due to it for the reasonable compensation, expenses and disbursements of the Indenture Trustee, its agents and counsel, and any other amounts due the Indenture Trustee under Section 6.07 hereof subject to the limitations contained herein. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel, and any other amounts due the Indenture Trustee under Section 4.56.07 hereof subject to the limitation contained herein out of the estate in any such proceeding, shall be denied for any reason, payment of the same shall be paid out of any and all distributions, dividends, money, securities and other property that the Holders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing herein contained will shall be deemed to authorize the Indenture Trustee to authorize or consent to or accept or adopt on behalf of any Noteholder Holder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder thereofHolder, or to authorize the Indenture Trustee to vote in respect of the claim of any Noteholder Holder in any such proceeding.

Indenture Trustee May File Proofs of Claim. In case of the pendency of any Insolvency Event or other similar proceeding or event relative to the Issuer or any other obligor upon the Notes or the property of the Issuer or of such other obligor, the Indenture Trustee (irrespective of whether the principal of the Notes will then be due and payable as therein expressed or by declaration or otherwise) will be entitled and empowered by intervention in such proceeding or otherwise, (a) to file and prove a claim for the whole amount of principal and interest owing and unpaid in respect of the Notes and to file such other papers or documents as may be necessary and advisable in order to have the claims of the Indenture Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel and all other amounts due the Indenture Trustee under Section 4.5) and of the Noteholders allowed in such judicial proceeding, and (b) to collect and receive any funds or other property payable or deliverable on any such claims and to distribute the same; and any receiver, assignee, trustee, liquidator or other similar official in any such proceeding is hereby authorized by each Noteholder to make such payment to the Indenture TrusteeTrustee and Xxxxx Fargo Bank, N.A. (in all its capacities), and in the event that the Indenture Trustee will consent consents to the making of such payments directly to the Noteholders, to pay to the Indenture Trustee and Xxxxx Fargo Bank, N.A. (in all its capacities) any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Indenture TrusteeTrustee and Xxxxx Fargo Bank, N.A. (in all its capacities), their agents and counsel, and any other amounts due the Indenture Trustee and Xxxxx Fargo Bank, N.A. (in all its capacities) under Section 4.5. Nothing herein contained will be deemed to authorize the Indenture Trustee to authorize or consent to or accept or adopt on behalf of any Noteholder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder Noteholder thereof, or to authorize the Indenture Trustee to vote in respect of the claim of any Noteholder in any such proceeding.

Indenture Trustee May File Proofs of Claim. (a) In case of the pendency of any Insolvency Event receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other similar judicial proceeding relative to the Issuer Issuer, or any other obligor upon the Notes Notes, or the property of the Issuer Issuer, or of such other obligorobligor or their creditors, the Indenture Trustee (irrespective of whether the principal of the Notes will shall then be due and payable as therein expressed or by declaration or otherwiseotherwise and irrespective of whether the Indenture Trustee shall have made any demand on the Issuer for the payment of overdue principal or interest) will shall be entitled and empowered empowered, by intervention in such proceeding or otherwise,: (ai) to file and prove a claim for the whole amount of principal and interest owing and unpaid in respect of the Notes and to file such other papers or documents as may be necessary and or advisable in order to have the claims of the Indenture Trustee and any predecessor Indenture Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and any predecessor Indenture Trustee, its their agents and counsel and all other amounts due the Indenture Trustee under Section 4.5counsel) and of the Noteholders allowed in such judicial proceeding, and; (bii) to collect and receive any funds moneys or other property payable or deliverable on any such claims and to distribute the same; and (iii) to participate as a member, voting or otherwise, of any official committee of creditors appointed in such matter; and any custodian, receiver, liquidator, assignee, trustee, liquidator sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Noteholder to make such payment payments to the Indenture Trustee, Trustee and in the event that the Indenture Trustee will consent to the making of such payments directly to the Noteholders, to pay to the Indenture Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and any predecessor Indenture Trustee, its their agents and counsel, and any other amounts due the Indenture Trustee and any predecessor Indenture Trustee under Section 4.5. 7.6. (b) Nothing herein contained will shall be deemed to authorize the Indenture Trustee to authorize or consent to or accept or adopt on behalf of any Noteholder any plan of reorganization, arrangementagreement, adjustment or composition affecting the Notes or the rights of any Holder thereof, Noteholder thereof or affecting the Timeshare Loans or the other assets constituting the Trust Estate or to authorize the Indenture Trustee to vote in respect of the claim of any Noteholder in any such proceeding.

Indenture Trustee May File Proofs of Claim. (a) In case of the pendency of any Insolvency Event receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other similar judicial proceeding relative to the Issuer Issuer, or any other obligor upon in respect of the Notes Notes, or the property of the Issuer Issuer, or of such other obligorobligor or their creditors, the Indenture Trustee (irrespective of whether the principal of the Notes will shall then be due and payable as therein expressed or by declaration or otherwiseotherwise and irrespective of whether the Indenture Trustee shall have made any demand on the Issuer for the payment of overdue principal or interest) will shall be entitled and empowered empowered, by intervention in such proceeding or otherwise,: (ai) to file and prove a claim for the whole amount of principal and interest owing and unpaid in respect of the Notes and to file such other papers or documents as may be necessary and or advisable in order to have the claims of the Indenture Trustee and any predecessor Indenture Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and any predecessor Indenture Trustee, its their agents and counsel and all other amounts due the Indenture Trustee under Section 4.5counsel) and of the Noteholders allowed in such judicial proceeding, and; (bii) to collect and receive any funds moneys or other property payable or deliverable on any such claims and to distribute the same; and (iii) to participate as a member, voting or otherwise, of any official committee of creditors appointed in such matter; and any custodian, receiver, liquidator, assignee, trustee, liquidator sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Noteholder to make such payment payments to the Indenture Trustee, Trustee and in the event that the Indenture Trustee will consent to the making of such payments directly to the Noteholders, to pay to the Indenture Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and any predecessor Indenture Trustee, its their agents and counsel, and any other amounts due the Indenture Trustee and any predecessor Indenture Trustee under Section 4.5. 6.06 hereof. (b) Nothing herein contained will shall be deemed to authorize the Indenture Trustee to authorize or consent to or accept or adopt on behalf of any Noteholder any plan of reorganization, arrangementagreement, adjustment or composition affecting the Notes or the rights of any Holder thereof, Noteholder thereof or affecting the Texas Tax Lien Assets or the other assets constituting the Trust Estate or to authorize the Indenture Trustee to vote in respect of the claim of any Noteholder in any such proceeding.

Indenture Trustee May File Proofs of Claim. In case of the pendency of any Insolvency Event receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other similar relative judicial Proceeding relating to the any Issuer or any other obligor upon any of the Notes or the property of the any Issuer or of such other obligorobligor or their creditors, the Indenture Trustee (irrespective of whether the principal of the Notes will shall then be due and payable as therein expressed or by declaration or otherwiseotherwise and irrespective of whether the Indenture Trustee shall have made any demand on the Issuers for the payment of Overdue Basic Principal Payments or Overdue Interest) will shall be entitled and empowered by intervention empowered, to intervene, at the direction of the Controlling Party, in such proceeding Proceeding or otherwise, (a) to file and prove a claim for the whole amount of principal and interest owing and unpaid in respect of the Notes issued hereunder and to file such other papers or documents as may be necessary and or advisable in order to have the claims of the Indenture Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel and all any other amounts due the Indenture Trustee under Section 4.5) 7.07), the Class A Note Insurer and of the Noteholders Holders allowed in such judicial proceedingProceeding, and (b) to collect and receive any funds monies or other property payable or deliverable on any such claims and to distribute the same; and any receiver, assignee, trustee, liquidator liquidator, or sequestrator (or other similar official official) in any such proceeding judicial Proceeding is hereby authorized by the Class A Note Insurer and each Noteholder Holder to make such payment payments to the Indenture Trustee, and in the event that the Indenture Trustee will shall consent to the making of such payments directly to the NoteholdersClass A Note Insurer or the Holders, to pay to the Indenture Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel, and any other amounts due the Indenture Trustee under Section 4.57.07. Nothing herein contained will shall be deemed to authorize the Indenture Trustee to authorize or consent to or accept or adopt on behalf of the Class A Note Insurer or any Noteholder Holder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of the Class A Note Insurer or any Holder thereof, or to authorize the Indenture Trustee to vote in respect of the claim of the Class A Note Insurer or any Noteholder Holder in any such proceedingProceeding.

Indenture Trustee May File Proofs of Claim. In case of the pendency of any Insolvency Event receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other similar judicial proceeding relative to the Issuer Issuing Entity or any other obligor upon the Notes or the property of the Issuer Issuing Entity or of such other obligorobligor or their creditors, the Indenture Trustee (irrespective of whether the principal of the Notes will then be due and payable as therein expressed or by declaration or otherwiseotherwise and irrespective of whether the Indenture Trustee will have made any demand on the Issuing Entity for the payment of overdue principal or interest) will be entitled and empowered empowered, by intervention in such proceeding proceedings or otherwise, , (ai) to file and prove a claim for the whole amount of principal and interest owing and unpaid in respect of the Notes and to file such other papers or documents as may be necessary and advisable in order to have the claims of the Indenture Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel and all other amounts due the Indenture Trustee under Section 4.58.07) and of the Noteholders allowed in such judicial proceeding, and and (bii) to collect and receive any funds or other property payable or deliverable on any such claims and to distribute the same; and any receiver, assignee, trustee, liquidator liquidator, sequestrator (or other similar official official) in any such judicial proceeding is hereby authorized by each Noteholder to make such payment to the Indenture Trustee, Trustee and in the event that the Indenture Trustee will consent to the making of such payments directly to the Noteholders, to pay to the Indenture Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel, and any other amounts due the Indenture Trustee under Section 4.58.07. Nothing herein contained will be deemed to authorize the Indenture Trustee to authorize or consent to or accept or adopt on behalf of any Noteholder any plan of or reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder thereof, or to authorize the Indenture Trustee to vote in respect of the claim of any Noteholder in any such proceeding.

Indenture Trustee May File Proofs of Claim. In case of the ------------------------------------------ pendency of any Insolvency Event receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, composition or other similar judicial Proceeding relative to the Issuer or Trust upon any other obligor upon of the Notes or the property of the Issuer or of such other obligorTrust, the Indenture Trustee (irrespective of whether the principal of the Notes will shall then be due and payable as therein expressed or by declaration or otherwiseotherwise and irrespective of whether the Indenture Trustee shall have made any demand on the Trust for the payment of any overdue principal or interest) will shall, at the direction of the Insurer, be entitled and empowered empowered, by intervention in such proceeding Proceeding or otherwise,otherwise to: (a) to file and prove a claim for the whole amount of principal and interest owing and unpaid in respect of the Notes and to file such other papers or documents as may be necessary and or advisable in order to have the claims of the Indenture Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel and all other amounts due the Indenture Trustee under Section 4.5counsel) and of the Noteholders and the Insurer allowed in such judicial proceeding, Proceeding; and (b) to collect and receive any funds moneys or other property payable or deliverable on any such claims and to distribute the same; and any receiver, assignee, trustee, liquidator liquidator, or sequestrator (or other similar official official) in any such proceeding Proceeding is hereby authorized by each Noteholder and the Insurer to make such payment payments to the Indenture TrusteeTrustee and, and in the event that the Indenture Trustee will shall consent to the making of such payments directly to the NoteholdersNoteholders and the Insurer, to pay to the Indenture Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel, and any other amounts due the Indenture Trustee under Section 4.5. Nothing herein contained will shall be deemed to authorize the Indenture Trustee to authorize or consent to or accept or adopt on behalf of any Noteholder or the Insurer any plan of reorganization, arrangement, adjustment or composition affecting any of the Notes or the rights of any Holder thereofNoteholder, or the Insurer, or to authorize the Indenture Trustee to vote in respect of the claim of any Noteholder or the Insurer in any such proceedingProceeding. Any plan of reorganization, arrangement, adjustment or composition relative to the Trust or any other obligor upon any of the Notes or the property of the Trust or of such obligor or their creditors and affecting the Notes or the rights of the Insurer under this Indenture or the Insurance Agreement must be acceptable to the Insurer and, as long as no Insurer Default exists and is continuing, the Insurer shall be entitled to exercise the voting rights of the Noteholders regarding such plan, reorganization, arrangement, adjustment or composition.

Indenture Trustee May File Proofs of Claim. (a) In case of the pendency of any Insolvency Event receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, composition or other similar judicial Proceeding relative to the Issuer or any other obligor upon any of the Notes Bonds or the property of the Issuer or of such other obligorobligor or their creditors, the Indenture Trustee (irrespective of whether the principal of the Notes will Bonds shall then be due and payable as therein expressed or by declaration or otherwiseotherwise and irrespective of whether the Indenture Trustee shall have made any demand on the Issuer for the payment of any overdue principal or interest) will shall be entitled and empowered empowered, by intervention in such proceeding Proceeding or otherwise,otherwise to: (ai) to file and prove a claim for the whole amount of principal and interest (including accrued and unpaid Excess Interest and interest accrued thereon) owing and unpaid in respect of the Notes Bonds and to file such other papers or documents as may be necessary and or advisable in order to have the claims of the Indenture Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its the Fiscal Agent and the Servicer, and their respective agents and counsel and all other counsel, in each case to the extent such amounts due are otherwise payable under this Indenture or the Indenture Trustee under Section 4.5Servicing Agreement) and of the Noteholders Bondholders allowed in such judicial proceedingProceeding, and (bii) to collect and receive any funds moneys or other property payable or deliverable on any such claims and to distribute the same; and any receiver, assignee, trustee, liquidator liquidator, or sequestrator (or other similar official official) in any such proceeding Proceeding is hereby authorized by each Noteholder Bondholder to make such payment payments to the Indenture TrusteeTrustee and, and in the event that the Indenture Trustee will shall consent to the making of such payments directly to the NoteholdersBondholders, to pay to the Indenture Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its the Fiscal Agent and the Servicer, and their respective agents and counsel, in each case to the extent such amounts are otherwise payable under this Indenture or the Servicing Agreement, and any other amounts due the Indenture Trustee under Section 4.5. 6.07 and due the Servicer under Section 2.02 of the Servicing Agreement. (b) Nothing herein contained will shall be deemed to authorize the Indenture Trustee to authorize or consent to or accept or adopt on behalf of any Noteholder Bondholder any plan of reorganization, arrangement, adjustment or composition affecting any of the Notes Bonds or the rights of any Holder thereof, or to authorize the Indenture Trustee to vote in respect of the claim of any Noteholder Bondholder in any such proceedingProceeding.

Indenture Trustee May File Proofs of Claim. In case of the pendency of any Insolvency Event receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other similar judicial proceeding relative to the Issuer or any other obligor upon the Notes or the property of the Issuer or of such other obligorobligor or their creditors, the Indenture Trustee (irrespective of whether the principal of the Notes will then be due and payable as therein expressed or by declaration or otherwiseotherwise and irrespective of whether the Indenture Trustee will have made any demand on the Issuer for the payment of overdue principal or interest) will be entitled and empowered empowered, by intervention in such proceeding proceedings or otherwise, , (ai) to file and prove a claim for the whole amount of principal and interest owing and unpaid in respect of the Notes and to file such other papers or documents as may be necessary and advisable in order to have the claims of the Indenture Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel and all other amounts due the Indenture Trustee under Section 4.5SECTION 8.07) and of the Noteholders allowed in such judicial proceeding, and and (bii) to collect and receive any funds or other property payable or deliverable on any such claims and to distribute the same; and any receiver, assignee, trustee, liquidator liquidator, sequestrator (or other similar official official) in any such judicial proceeding is hereby authorized by each Noteholder to make such payment to the Indenture Trustee, Trustee and in the event that the Indenture Trustee will consent to the making of such payments directly to the Noteholders, to pay to the Indenture Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel, and any other amounts due the Indenture Trustee under Section 4.5SECTION 8.07. Nothing herein contained will be deemed to authorize the Indenture Trustee to authorize or consent to or accept or adopt on behalf of any Noteholder any plan of or reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder thereof, or to authorize the Indenture Trustee to vote in respect of the claim of any Noteholder in any such proceeding.

Indenture Trustee May File Proofs of Claim. In case of the pendency of any Insolvency Event or other similar there shall be pending Proceedings relative to the Issuer or any other obligor upon on the Notes under Title 11 of the United States Code or any other applicable federal or state bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or its property or such other obligor or its property, or in case of any other comparable judicial Proceedings relative to the Issuer or other obligor on the Notes, or the creditors or property of the Issuer or of such other obligor, the Indenture Trustee (irrespective of Trustee, regardless whether any interest or the principal of the any Notes will shall then be due and payable as therein expressed or by declaration or otherwise) will otherwise and regardless whether the Indenture Trustee shall have made any demand pursuant to the provisions of Section 6.03, shall be entitled and empowered empowered, by intervention in such proceeding Proceedings or otherwise,: (a) to file and prove a claim or claims for the whole amount of interest and principal and interest owing and unpaid in respect of the Notes each Class of Notes, and to file such other papers or documents as may be necessary and or advisable in order to have the claims of the Indenture Trustee (including any claim for reasonable compensation to the reasonable compensation, expenses, disbursements Indenture Trustee and advances of the each predecessor Indenture Trustee, its agents and counsel their respective agents, attorneys and counsel, and for reimbursement of all expenses and liabilities incurred, and all other amounts due advances made, by the Indenture Trustee under Section 4.5and each predecessor Indenture Trustee, except as a result of negligence or bad faith) and of the Noteholders Holders allowed in any Proceedings relative to the Issuer or other obligor on the Notes, or to the creditors or property of the Issuer or such judicial proceedingother obligor; (b) unless prohibited by applicable law and regulations, to vote on behalf of the Holders of each Class of Notes in any election of a trustee or a standby trustee in arrangement, reorganization, liquidation or other bankruptcy or insolvency Proceedings, or of any Person performing similar functions in comparable Proceedings; and (bc) to collect and receive any funds monies or other property payable or deliverable on any such claims claims, and to distribute all amounts received with respect to the sameclaims of the Holders and of the Indenture Trustee on their behalf; and any receiver, assignee, trustee, liquidator receiver or liquidator, custodian or other similar official in any such proceeding is hereby authorized by each Noteholder of the Holders to make such payment payments to the Indenture Trustee, and and, in the event that the Indenture Trustee will shall consent to the making of such payments, to make payments directly to the NoteholdersHolders, to pay to the Indenture Trustee any amount due such amounts as shall be sufficient to it for the cover reasonable compensation, expenses, disbursements and advances of compensation to the Indenture Trustee, its agents each predecessor Indenture Trustee and their respective agents, attorneys and counsel, and any all other amounts due expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee except as a result of negligence or bad faith. Amounts payable to the Indenture Trustee under this Section 4.5are intended to constitute administrative expenses. Nothing herein contained will shall be deemed to authorize the Indenture Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Noteholder Holder of any Class any plan of reorganization, arrangement, adjustment or composition affecting the Notes of such Class or the rights of any Holder thereof, or to authorize the Indenture Trustee to vote in respect of the claim of any Noteholder Holder in any such proceedingProceeding except, as aforesaid, to vote for the election of a trustee in bankruptcy or similar person. In any Proceedings brought by the Indenture Trustee (and also any Proceedings involving the interpretation of any provision of this Indenture to which the Indenture Trustee shall be a party) the Indenture Trustee shall be held to represent all the Holders of the Notes, and it shall not be necessary to make any Holders of the Notes parties to any such Proceedings.

Indenture Trustee May File Proofs of Claim. In case of the pendency of any Insolvency Event receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, composition or other similar judicial proceeding relative to the Issuer or any other obligor upon the Notes or the property of the Issuer or of such other obligorobligor or their creditors, the Indenture Trustee (irrespective of whether the principal of the Notes will shall then be due and payable as therein expressed or by declaration or otherwiseotherwise and irrespective of whether the Indenture Trustee shall have made any demand on the Issuer for the payment of overdue principal or any interest or other amounts) will be entitled and empowered shall, at the written direction of the Majority Holders, by intervention in such proceeding or otherwise, (a) to file and prove a claim for the whole amount of principal and interest owing and unpaid in respect of the Notes issued hereunder and to file such other papers or documents as may be necessary and or advisable in order to have the claims of the Indenture Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel and all other amounts due the Indenture Trustee under Section 4.5counsel) and of the Noteholders allowed in such judicial proceeding, and (b) to collect and receive any funds moneys or other property payable or deliverable on any such claims and to distribute the same; and any receiver, assignee, trustee, liquidator liquidator, or sequestrator (or other similar official official) in any such proceeding is hereby authorized by each Noteholder to make such payment payments to the Indenture TrusteeTrustee and, and in the event that the Indenture Trustee will shall consent to the making of such payments directly to the Noteholders, to pay to the Indenture Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel, and any other amounts due the Indenture Trustee under Section 4.57.07. Nothing herein contained will shall be deemed to authorize the Indenture Trustee to authorize or and consent to or accept or adopt on behalf of any Noteholder any plan of reorganization, 77 arrangement, adjustment adjustment, or composition affecting any of the Notes or the rights of any Holder Noteholder thereof, or to authorize the Indenture Trustee to vote in respect of the claim of any Noteholder in any such proceeding.

Indenture Trustee May File Proofs of Claim. (a) In case of the pendency of any Insolvency Event receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other similar judicial proceeding relative to the Issuer or any other obligor upon the Notes Issuer, or the property of the Issuer or of such other obligorIssuer, the Indenture Trustee (irrespective of whether the principal of the Notes will shall then be due and payable as therein expressed or by declaration or otherwiseotherwise and irrespective of whether the Indenture Trustee shall have made any demand on the Issuer for the payment of overdue principal or interest) will shall be entitled and empowered empowered, by intervention in such proceeding or otherwise,: (ai) to file and prove a claim for the whole amount of principal and interest owing and unpaid in respect of the Notes and to file such other papers or documents as may be necessary and or advisable in order to have the claims of the Indenture Trustee and any predecessor Indenture Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and any predecessor Indenture Trustee, its their agents and counsel and all other amounts due the Indenture Trustee under Section 4.5counsel) and of the Noteholders allowed in such judicial proceeding, and; (bii) to collect and receive any funds moneys or other property payable or deliverable on any such claims and to distribute the same; and (iii) to participate as a member, voting or otherwise, of any official committee of creditors appointed in such matter; 44 and any custodian, receiver, liquidator, assignee, trustee, liquidator sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Noteholder to make such payment payments to the Indenture Trustee, Trustee and in the event that the Indenture Trustee will consent to the making of such payments directly to the Noteholders, to pay to the Indenture Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and any predecessor Indenture Trustee, its their agents and counsel, and any other amounts due the Indenture Trustee and any predecessor Indenture Trustee under Section 4.5. 7.06 hereof. (b) Nothing herein contained will shall be deemed to authorize the Indenture Trustee to authorize or consent to or accept or adopt on behalf of any Noteholder or Purchaser any plan of reorganization, arrangementagreement, adjustment or composition affecting the Notes or the rights of any Holder thereof, Noteholder thereof or affecting the Timeshare Loans or the other assets constituting the Trust Estate or to authorize the Indenture Trustee to vote in respect of the claim of any Noteholder in any such proceeding.

Indenture Trustee May File Proofs of Claim. In case of the pendency of any Insolvency Event receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, composition or other similar judicial Proceeding relative to the Issuer Trust or any other obligor upon any of the Notes or the property of the Issuer Trust or of such other obligorobligor or their creditors, the Indenture Trustee (irrespective of whether the principal of the Notes will shall then be due and payable as therein expressed or by declaration or otherwiseotherwise and irrespective of whether the Indenture Trustee shall have made any demand on the Trust for the payment of any overdue principal or interest) will shall, with the prior written consent of the Initial Purchaser, be entitled and empowered empowered, by intervention in such proceeding Proceeding or otherwise,otherwise to: (a) to file and prove a claim for the whole amount of principal and interest owing and unpaid in respect of the Notes and to file such other papers or documents as may be necessary and or advisable in order to have the claims of the Indenture Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel and all other amounts due the Indenture Trustee under Section 4.5) and of counsel), the Noteholders and the Initial Purchaser allowed in such judicial proceedingProceeding, and (b) to collect and receive any funds moneys or other property payable or deliverable on any such claims and to distribute the same; and any receiver, assignee, trustee, liquidator liquidator, or sequestrator (or other similar official official) in any such proceeding Proceeding is hereby authorized by each Noteholder and the Initial Purchaser to make such payment payments to the Indenture TrusteeTrustee and, and in the event that the Indenture Trustee will shall consent to the making of such payments directly to the NoteholdersNoteholders and the Initial Purchaser, to pay to the Indenture Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel, and any other amounts due the Indenture Trustee under Section 4.5. Nothing herein contained will shall be deemed to authorize the Indenture Trustee to authorize or consent to or accept or adopt on behalf of any Noteholder or the Initial Purchaser any plan of reorganization, arrangement, adjustment or composition affecting any of the Notes or the rights of any Holder thereof, or the Initial Purchaser, or to authorize the Indenture Trustee to vote in respect of the claim of any Noteholder or the Initial Purchaser in any such proceedingProceeding.

Indenture Trustee May File Proofs of Claim. In case of the pendency of any Insolvency Event receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other similar judicial proceeding relative to the Issuer Issuing Entity or any other obligor upon the Notes or the property of the Issuer Issuing Entity or of such other obligorobligor or their creditors, the Indenture Trustee (irrespective of whether the principal of the Notes will then be due and payable as therein expressed or by declaration or otherwiseotherwise and irrespective of whether the Indenture Trustee will have made any demand on the Issuing Entity for the payment of overdue principal or interest) will be entitled and empowered by intervention in such proceeding or otherwise,empowered: (a) to file and prove a claim for the whole amount of principal and interest owing and unpaid in respect of the Notes and to file such other papers or documents as may be necessary and advisable in order to have the claims of the Indenture Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel and all other amounts due to the Indenture Trustee under Section 4.57.07) and of the Noteholders allowed in such judicial proceeding, and (b) to collect and receive any funds or other property payable or deliverable on any such claims and to distribute the same; and any receiver, assignee, trustee, liquidator liquidator, sequestrator (or other similar official official) in any such judicial proceeding is hereby authorized by each Noteholder to make such payment to the Indenture Trustee, Trustee and in the event that the Indenture Trustee will consent to the making of such payments directly to the Noteholders, to pay to the Indenture Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel, and any other amounts due to the Indenture Trustee under Section 4.57.07. Nothing herein contained will be deemed to authorize the Indenture Trustee to authorize or consent to or accept or adopt on behalf of any Noteholder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder thereof, or to authorize the Indenture Trustee to vote in respect of the claim of any Noteholder in any such proceeding.

Indenture Trustee May File Proofs of Claim. In case of the pendency of any Insolvency Event or other similar proceeding relative to the Issuer or any other obligor upon the Notes or the property of the Issuer or of such other obligor, the Indenture Trustee (irrespective of whether the principal of the Notes will then be due and payable as therein expressed or by declaration or otherwise) will be entitled and empowered by intervention in such proceeding or otherwise, (a) to file and prove a claim for the whole amount of principal and interest owing and unpaid in respect of the Notes and to file such other papers or documents as may be necessary and advisable in order to have the claims of the Indenture Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel and all other amounts due the Indenture Trustee under Section 4.5) and of the Noteholders allowed in such judicial proceeding, and (b) to collect and receive any funds or other property payable or deliverable on any such claims and to distribute the same; and any receiver, assignee, trustee, liquidator or other similar official in any such proceeding is hereby authorized by each Noteholder to make such payment to the Indenture TrusteeTrustee and The Bank of New York Mellon (in all its capacities), and in the event that the Indenture Trustee will consent consents to the making of such payments directly to the Noteholders, to pay to the Indenture Trustee and The Bank of New York Mellon (in all its capacities) any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Indenture TrusteeTrustee and The Bank of New York Mellon (in all its capacities), its their agents and counsel, and any other amounts due the Indenture Trustee and The Bank of New York Mellon (in all its capacities) under Section 4.5. Nothing herein contained will be deemed to authorize the Indenture Trustee to authorize or consent to or accept or adopt on behalf of any Noteholder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder Noteholder thereof, or to authorize the Indenture Trustee to vote in respect of the claim of any Noteholder in any such proceeding.

Indenture Trustee May File Proofs of Claim. In case of the pendency of any Insolvency Event or other similar relative to the Issuer or any other obligor upon the Notes or the property of the Issuer or of such other obligor, the Indenture Trustee (irrespective of whether the principal of the Notes will then be due and payable as therein expressed or by declaration or otherwise) will be entitled and empowered by intervention in such proceeding or otherwise, (ai) to file and prove a claim for the whole amount of principal and interest owing and unpaid in respect of the Notes and to file such other papers or documents as may be necessary and advisable in order to have the claims of the Indenture Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel and all other amounts due the Indenture Trustee under Section 4.5) and of the Noteholders allowed in such judicial proceeding, and (bj) to collect and receive any funds or other property payable or deliverable on any such claims and to distribute the same; and any receiver, assignee, trustee, liquidator or other similar official in any such proceeding is hereby authorized by each Noteholder to make such payment to the Indenture Trustee, and in the event that the Indenture Trustee will consent to the making of such payments directly to the Noteholders, to pay to the Indenture Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel, and any other amounts due the Indenture Trustee under Section 4.5. Nothing herein contained will be deemed to authorize the Indenture Trustee to authorize or consent to or accept or adopt on behalf of any Noteholder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder thereof, or to authorize the Indenture Trustee to vote in respect of the claim of any Noteholder in any such proceeding.

Indenture Trustee May File Proofs of Claim. In case of the pendency of any Insolvency Event receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other similar judicial proceeding relative to the Issuer or any other obligor upon the Notes or the property of the Issuer or of such other obligorobligor or their creditors, the Indenture Trustee (irrespective of whether the principal of the Notes will shall then be due and payable as therein expressed or by declaration or otherwiseotherwise and irrespective of whether the Indenture Trustee shall have made any demand on the Issuer for the payment of overdue principal or interest) will shall be entitled and empowered empowered, by intervention in such proceeding proceedings or otherwise, (ai) to file and prove a claim for the whole amount of principal and interest owing and unpaid in respect of the Notes and to file such other papers or documents as may be necessary and advisable in order to have the claims of the Indenture Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel and all other amounts due the Indenture Trustee under Section 4.58.07) and of the Noteholders allowed in such judicial proceeding, and (bii) to collect and receive any funds or other property payable or deliverable on any such claims and to distribute the same; and any receiver, assignee, trustee, liquidator liquidator, sequestrator (or other similar official official) in any such judicial proceeding is hereby authorized by each Noteholder to make such payment to the Indenture Trustee, Trustee and in the event that the Indenture Trustee will shall consent to the making of such payments directly to the Noteholders, to pay to the Indenture Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel, and any other amounts due the Indenture Trustee under Section 4.58.07. Nothing herein contained will shall be deemed to authorize the Indenture Trustee to authorize or consent to or accept or adopt on behalf of any Noteholder any plan of or reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder thereof, or to authorize the Indenture Trustee to vote in respect of the claim of any Noteholder in any such proceeding.. 48

Indenture Trustee May File Proofs of Claim. In case of the pendency of any Insolvency Event or other similar proceeding or event relative to the Issuer or any other obligor upon the Notes or the property of the Issuer or of such other obligor, the Indenture Trustee (irrespective of whether the principal of the Notes will then be due and payable as therein expressed or by declaration or otherwise) will be entitled and empowered by intervention in such proceeding or otherwise, (a) to file and prove a claim for the whole amount of principal and interest owing and unpaid and all other amounts due and payable under any Transaction Document in respect of the Notes and to file such other papers or documents as may be necessary and advisable in order to have the claims of the Indenture Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel and all other amounts due the Indenture Trustee under Section 4.5) and of the Noteholders allowed in such judicial proceeding, ; and (b) to collect and receive any funds or other property payable or deliverable on any such claims and to distribute the same; and any receiver, assignee, trustee, liquidator or other similar official in any such proceeding is hereby authorized by each Noteholder to make such payment to the Indenture TrusteeTrustee and Citibank (in all its capacities), and in the event that the Indenture Trustee will consent consents to the making of such payments directly to the Noteholders, to pay to the Indenture Trustee and Citibank (in all its capacities) any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Indenture TrusteeTrustee and Citibank (in all its capacities), its their agents and counsel, and any other amounts due the Indenture Trustee and Citibank (in all its capacities) under Section 4.5; and (c) to the extent there are conflicting directions between 100% of the VFN Noteholders and the Series Required Noteholders, the Indenture Trustee will take its direction from 100% of the VFN Noteholders. Nothing herein contained will be deemed to authorize the Indenture Trustee to authorize or consent to or accept or adopt on behalf of any Noteholder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder Noteholder thereof, or to authorize the Indenture Trustee to vote in respect of the claim of any Noteholder in any such proceeding.

Indenture Trustee May File Proofs of Claim. (a) In case of the pendency of any Insolvency Event receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other similar relative judicial proceeding related to the Issuer Issuer, or any other obligor upon in respect of the Notes Notes, or the property of the Issuer Issuer, or of such other obligorobligor or their creditors, the Indenture Trustee (irrespective of whether the principal of the Notes will shall then be due and payable as therein expressed or by declaration or otherwiseotherwise and irrespective of whether the Indenture Trustee shall have made any demand on the Issuer for the payment of overdue principal or interest) will shall be entitled and empowered empowered, by intervention in such proceeding or otherwise,: (ai) to file and prove a claim for the whole amount of principal and interest owing and unpaid in respect of the Notes and to file such other papers or documents as may be necessary and or advisable in order to have the claims of the Indenture Trustee and any predecessor Indenture Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the 41 Indenture Trustee and any predecessor Indenture Trustee, its their agents and counsel and all other amounts due the Indenture Trustee under Section 4.5counsel) and of the Noteholders allowed in such judicial proceeding, and; (bii) to collect and receive any funds moneys or other property payable or deliverable on any such claims and to distribute the same; and (iii) to participate as a member, voting or otherwise, of any official committee of creditors appointed in such matter; and any custodian, receiver, liquidator, assignee, trustee, liquidator sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Noteholder to make such payment payments to the Indenture Trustee, Trustee and in the event that the Indenture Trustee will consent to the making of such payments directly to the Noteholders, to pay to the Indenture Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and any predecessor Indenture Trustee, its their agents and counsel, and any other amounts due the Indenture Trustee and any predecessor Indenture Trustee under Section 4.5. 7.6 hereof. (b) Nothing herein contained will shall be deemed to authorize the Indenture Trustee to authorize or authorize, consent to or to, accept or adopt on behalf of any Noteholder any plan of reorganization, arrangementagreement, adjustment or composition affecting the Notes or the rights of any Holder thereof, Noteholder thereof or affecting the Timeshare Loans or the other assets constituting the Trust Estate or to authorize the Indenture Trustee to vote in respect of the claim of any Noteholder in any such proceeding.

Indenture Trustee May File Proofs of Claim. In case of the pendency of any Insolvency Event receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other similar relative judicial proceeding relating to the Issuer or any other obligor upon any of the Notes or the property of the Issuer or of such other obligorobligor or their creditors, the Indenture Trustee (irrespective of whether the principal of any of the Notes will shall then be due and payable as therein expressed or by declaration or otherwiseotherwise and irrespective of whether the Indenture Trustee shall have made any demand on the Issuer for the payment of overdue principal or interest) will shall be entitled and empowered by intervention empowered, to intervene in such proceeding or otherwise, (a) to file and prove a claim for the whole amount of principal and interest owing and unpaid in respect of the Notes issued hereunder and to file such other papers or documents as may be necessary and or advisable in order to have the claims of the Indenture Trustee (including any claim for the reasonable compensation, expenses, disbursements 45 and advances of the Indenture Trustee, its agents and counsel and all any other amounts due the Indenture Trustee under Section 4.57.07 hereof and any other amounts due and owing to the Noteholders) and of MBIA and the Noteholders allowed in such judicial proceeding, and (b) to collect and receive any funds monies or other property payable or deliverable on any such claims and to distribute the same; , and any receiver, assignee, trustee, liquidator liquidator, or sequestrator (or other similar official official) in any such judicial proceeding is hereby authorized by MBIA and each Noteholder to make such payment payments to the Indenture Trustee, and in the event that the Indenture Trustee will shall consent to the making of such payments directly to MBIA or the Noteholders, to pay to the Indenture Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel, and any other amounts due the Indenture Trustee under Section 4.57.07 hereof. Nothing herein contained will in this Indenture shall be deemed to authorize the Indenture Trustee to authorize or consent to or accept or adopt on behalf of MBIA or any Noteholder any plan of reorganization, arrangement, adjustment or composition affecting MBIA or any of the Notes or the rights of any Holder thereof, or to authorize the Indenture Trustee to vote in respect of the claim of MBIA or any Noteholder in any such proceeding.

Indenture Trustee May File Proofs of Claim. In case of the pendency of any Insolvency Event receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other similar judicial proceeding relative to the Issuer or any other obligor upon the Notes or the property of the Issuer or of such other obligorobligor or their creditors, the Indenture Trustee (irrespective of whether the principal of the Notes will then be due and payable as therein expressed or by declaration or otherwiseotherwise and irrespective of whether the Indenture Trustee will have made any demand on the Issuer for the payment of overdue principal or interest) will be entitled and empowered empowered, by intervention in such proceeding proceedings or otherwise, , (ai) to file and prove a claim for the whole amount of principal and interest owing and unpaid in respect of the Notes and to file such other papers or documents as may be necessary and advisable in order to have the claims of the Indenture Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel and all other amounts due the Indenture Trustee under Section 4.58.07) and of the Noteholders allowed in such judicial proceeding, and and (bii) to collect and receive any funds or other property payable or deliverable on any such claims and to distribute the same; and any receiver, assignee, trustee, liquidator liquidator, sequestrator (or other similar official official) in any such judicial proceeding is hereby authorized by each Noteholder to make such payment to the Indenture Trustee, Trustee and in the event that the Indenture Trustee will consent to the making of such payments directly to the Noteholders, to pay to the Indenture Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel, and any other amounts due the Indenture Trustee under Section 4.58.07. Nothing herein contained will be deemed to authorize the Indenture Trustee to authorize or consent to or accept or adopt on behalf of any Noteholder any plan of or reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder thereof, or to authorize the Indenture Trustee to vote in respect of the claim of any Noteholder in any such proceeding.

Indenture Trustee May File Proofs of Claim. In case of the pendency of any Insolvency Event or other similar proceeding or event relative to the Issuer or any other obligor upon the Notes or the property of the Issuer or of such other obligor, the Indenture Trustee (irrespective of whether the principal of the Notes will then be due and payable as therein expressed or by declaration or otherwise) will be entitled and empowered by intervention in such proceeding or otherwise,: (a) to file and prove a claim for the whole amount of principal and interest owing and unpaid in respect of the Notes and to file such other papers or documents as may be necessary and advisable in order to have the claims of the Indenture Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel and all other amounts due the Indenture Trustee under Section 4.5) and of the Noteholders allowed in such judicial proceeding, ; and (b) to collect and receive any funds or other property payable or deliverable on any such claims and to distribute the same; and any receiver, assignee, trustee, liquidator or other similar official in any such proceeding is hereby authorized by each Noteholder to make such payment to the Indenture TrusteeTrustee and the bank servicing as Indenture Trustee (in all its capacities), and in the event that the Indenture Trustee will consent consents to the making of such payments directly to the Noteholders, to pay to the Indenture Trustee and the bank servicing as Indenture Trustee (in all its capacities) any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Indenture TrusteeTrustee and the bank servicing as Indenture Trustee (in all its capacities), its their agents and counsel, and any other amounts due the Indenture Trustee and the bank servicing as Indenture Trustee (in all its capacities) under Section 4.5. Nothing herein contained will be deemed to authorize the Indenture Trustee to authorize or consent to or accept or adopt on behalf of any Noteholder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder Noteholder thereof, or to authorize the Indenture Trustee to vote in respect of the claim of any Noteholder in any such proceeding.

Indenture Trustee May File Proofs of Claim. In case of the pendency of any Insolvency Event receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, composition or other similar judicial proceeding relative to the Issuer or any of such other obligor upon any of the Notes or the property of the Issuer or of such other obligorobligor or their creditors, the Indenture Trustee (irrespective of whether the principal of the Notes will shall then be due and payable as therein expressed or by declaration or otherwiseotherwise and irrespective of whether the Indenture Trustee shall have made any demand on the Issuer for the payment of any overdue principal or interest) will shall be entitled and empowered empowered, by intervention in such proceeding or otherwise,otherwise to: (ai) to file and prove a claim for the whole amount of principal and interest owing and unpaid in respect of the Notes and to file such other papers or documents as may be necessary and or advisable in order to have the claims of the Indenture Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel and all other amounts due the Indenture Trustee under Section 4.5counsel) and of the Noteholders Owners allowed in such judicial proceeding, and (bii) to collect and receive any funds moneys or other property payable or deliverable on any such claims and to distribute the same; and any receiver, assignee, trustee, liquidator liquidator, or sequestrator (or other similar official official) in any such proceeding is hereby authorized by each Noteholder Owner to make such payment payments to the Indenture TrusteeTrustee and, and in the event that the Indenture Trustee will shall consent to the making of such payments directly to the NoteholdersOwners, to pay to the Indenture Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel, and any other amounts due the Indenture Trustee under Section 4.5. Nothing herein contained will shall be deemed to authorize the Indenture Trustee to authorize or consent to or accept or adopt on behalf of any Noteholder Owner any plan of reorganization, arrangement, adjustment or composition affecting any of the Notes or the rights of any Holder Owners thereof, or to authorize the Indenture Trustee to vote in respect of the claim of any Noteholder Owner in any such proceeding.

Indenture Trustee May File Proofs of Claim. In case of the pendency of any Insolvency Event or other similar relative to the Issuer or any other obligor upon the Notes or the property of the Issuer or of such other obligor, the Indenture Trustee (irrespective of whether the principal of the Notes will then be due and payable as therein expressed or by declaration or otherwise) will be entitled and empowered by intervention in such proceeding or otherwise, (a) to file and prove a claim for the whole amount of principal and interest owing and unpaid in respect of the Notes and to file such other papers or documents as may be necessary and advisable in order to have the claims of the Indenture Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel and all other amounts due the Indenture Trustee under Section 4.5) and of the Noteholders allowed in such judicial proceeding, and (b) to collect and receive any funds or other property payable or deliverable on any such claims and to distribute the same; and any receiver, assignee, trustee, liquidator or other similar official in any such proceeding is hereby authorized by each Noteholder to make such payment to the Indenture Trustee, and in the event that the Indenture Trustee will consent to the making of such payments directly to the Noteholders, to pay to the Indenture Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel, and any other amounts due the Indenture Trustee under Section 4.5. Nothing herein contained will be deemed to authorize the Indenture Trustee to authorize or consent to or accept or adopt on behalf of any Noteholder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder Noteholder thereof, or to authorize the Indenture Trustee to vote in respect of the claim of any Noteholder in any such proceeding.