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

Indenture Trustee May File Proofs of Claim. (a) If (1) Proceedings under Title 11 of the United States Code or any other applicable federal or State bankruptcy, insolvency, or other similar law are pending relating to the Issuer or any other obligor on the Notes or any person having or claiming an ownership interest in the Collateral, or (2) a receiver, assignee, or trustee in bankruptcy or reorganization, or liquidator, sequestrator, or similar official has been appointed for or taken possession of the Issuer or its property or the other obligor or person, or (3) any other comparable judicial Proceedings are pending relating to the Issuer or other obligor on the Notes, or to the creditors or property of the Issuer or the other obligor, then, irrespective of whether the principal of any Notes is then payable as expressed in them or by declaration or otherwise and irrespective of whether the Indenture Trustee has made any demand pursuant to this Section, with the consent of the Credit Enhancer the Indenture Trustee is authorized by intervention in the Proceedings or otherwise: (i) to file and prove claims for the entire amount of principal and interest and other amounts owing on the Notes and to file any other documents appropriate to have the claims of the Indenture Trustee, the Credit Enhancer, and of the Noteholders allowed in the Proceedings (including any claim for reasonable compensation to the Indenture Trustee and each predecessor Indenture Trustee, and their respective agents and counsel, and for reimbursement of all 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); (ii) to vote on behalf of the Holders of Notes in any election of a trustee, a standby trustee, or person performing similar functions in the Proceedings; and (iii) to collect and receive any moneys or other property payable on any claims and to distribute all amounts received on the claims of the Noteholders, the Credit Enhancer, and of the Indenture Trustee on their behalf; and any trustee, receiver, liquidator, custodian, or other similar official in any Proceeding is hereby authorized by each of the Noteholders to make payments to the Indenture Trustee and, if the Indenture Trustee consents to the Noteholders receiving payments directly, to pay to the Indenture Trustee amounts sufficient to cover reasonable compensation to the Indenture Trustee, each predecessor Indenture Trustee, and their respective agents and counsel, and all other 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, and to pay all amounts due to the Credit Enhancer. (b) Nothing contained in this Indenture authorizes the Indenture Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Noteholder or the Credit Enhancer any plan of reorganization, arrangement, adjustment, or composition affecting the Notes or the rights of any Noteholder or the Credit Enhancer or authorizes the Indenture Trustee to vote on the claim of any Noteholder or the Credit Enhancer in any such proceeding except to vote for the election of a trustee in bankruptcy or similar person.

Indenture Trustee May File Proofs of Claim. (a) If (1) Proceedings under Title 11 In case of the United States Code or pendency of any other applicable federal or State bankruptcyreceivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other similar law are pending relating judicial proceeding related to the Issuer Issuer, or any other obligor on the Notes or any person having or claiming an ownership interest in the Collateral, or (2) a receiver, assignee, or trustee in bankruptcy or reorganization, or liquidator, sequestrator, or similar official has been appointed for or taken possession respect of the Issuer or its property or the other obligor or person, or (3) any other comparable judicial Proceedings are pending relating to the Issuer or other obligor on the Notes, or to the creditors or property of the Issuer Issuer, or such other obligor or their creditors, the other obligor, then, Indenture Trustee (irrespective of whether the principal of any the Notes is shall then be due and payable as therein expressed in them or by declaration or otherwise and irrespective of whether the Indenture Trustee has shall have made any demand pursuant to this Sectionon the Issuer for the payment of overdue principal or interest) shall be entitled and empowered, with the consent of the Credit Enhancer the Indenture Trustee is authorized by intervention in the Proceedings such proceeding or otherwise: (i) to file and prove claims a claim for the entire whole amount of principal and interest owing and other amounts owing on unpaid in respect of the Notes and to file any such other papers or documents appropriate as may be necessary 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, the Credit Enhancer, their agents and counsel) and of the Noteholders allowed in the Proceedings (including any claim for reasonable compensation to the Indenture Trustee and each predecessor Indenture Trustee, and their respective agents and counsel, and for reimbursement of all 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)such judicial proceeding; (ii) to vote on behalf of the Holders of Notes in any election of a trustee, a standby trustee, or person performing similar functions in the Proceedings; and (iii) to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute all amounts received on the claims same; and (iii) to participate as a member, voting or otherwise, of the Noteholders, the Credit Enhancer, and any official committee of the Indenture Trustee on their behalfcreditors appointed in such matter; and any trusteecustodian, receiver, liquidator, custodianassignee, trustee, sequestrator or other similar official in any Proceeding such judicial proceeding is hereby authorized by each of the Noteholders Noteholder to make such payments to the Indenture Trustee and, if the Indenture Trustee consents to the Noteholders receiving payments directly, and to pay to the Indenture Trustee amounts sufficient to cover any amount due it for the reasonable compensation to compensation, expenses, disbursements and advances of the Indenture Trustee, each Trustee and any predecessor Indenture Trustee, and their respective agents and counsel, and all any other expenses and liabilities incurred, and all advances made, by amounts due the Indenture Trustee and each any predecessor Indenture Trustee except as a result of negligence or bad faith, and to pay all amounts due to the Credit Enhancerunder Section 7.6 hereof. (b) Nothing herein contained in this Indenture authorizes shall be deemed to authorize the Indenture Trustee to authorize or authorize, consent to or vote for or to, accept or adopt on behalf of any Noteholder or the Credit Enhancer any plan of reorganization, arrangementagreement, adjustment, adjustment or composition affecting the Notes or the rights of any Noteholder thereof or affecting the Timeshare Loans or the Credit Enhancer other assets constituting the Trust Estate or authorizes to authorize the Indenture Trustee to vote on in respect of the claim of any Noteholder or the Credit Enhancer in any such proceeding except to vote for the election of a trustee in bankruptcy or similar personproceeding.

Indenture Trustee May File Proofs of Claim. (a) If (1) Proceedings under Title 11 of the United States Code or any other applicable federal or State bankruptcy, insolvency, or other similar law are pending relating to the Issuer or any other obligor on the Notes or any person having or claiming an ownership interest in the Collateral, or (2) a receiver, assignee, or trustee in bankruptcy or reorganization, or liquidator, sequestrator, or similar official has been appointed for or taken possession of the Issuer or its property or the other obligor or person, or (3) any other comparable judicial Proceedings are pending relating to the Issuer or other obligor on the Notes, or to the creditors or property of the Issuer or the other obligor, then, irrespective of whether the principal of any Principal Amount Notes is then payable as expressed in them or by declaration or otherwise and irrespective of whether the Indenture Trustee has made any demand pursuant to this Section, with the consent of the Credit Enhancer the Indenture Trustee is authorized by intervention in the Proceedings or otherwise: (i) to file and prove claims for the entire amount of principal owing on any Principal Amount Notes and interest owing on any Interest Bearing Notes and other amounts owing on the any Notes and to file any other documents appropriate to have the claims of the Indenture Trustee, the Credit Enhancer, and of the Noteholders allowed in the Proceedings (including any claim for reasonable compensation to the Indenture Trustee and each predecessor Indenture Trustee, and their respective agents and counsel, and for reimbursement of all 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); (ii) to vote on behalf of the Holders of Notes in any election of a trustee, a standby trustee, or person performing similar functions in the Proceedings; and (iii) to collect and receive any moneys or other property payable on any claims and to distribute all amounts received on the claims of the Noteholders, the Credit Enhancer, and of the Indenture Trustee on their behalf; and any trustee, receiver, liquidator, custodian, or other similar official in any Proceeding is hereby authorized by each of the Noteholders to make payments to the Indenture Trustee and, if the Indenture Trustee consents to the Noteholders receiving payments directly, to pay to the Indenture Trustee amounts sufficient to cover reasonable compensation to the Indenture Trustee, each predecessor Indenture Trustee, and their respective agents and counsel, and all other 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, and to pay all amounts due to the Credit Enhancer. (b) Nothing contained in this Indenture authorizes the Indenture Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Noteholder or the Credit Enhancer any plan of reorganization, arrangement, adjustment, or composition affecting the Notes or the rights of any Noteholder or the Credit Enhancer or authorizes the Indenture Trustee to vote on the claim of any Noteholder or the Credit Enhancer in any such proceeding except to vote for the election of a trustee in bankruptcy or similar person.

Indenture Trustee May File Proofs of Claim. (a) If (1) Proceedings under Title 11 In case of the United States Code or pendency of any other applicable federal or State bankruptcyreceivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, composition or other similar law are pending relating judicial Proceeding relative to the Issuer Trust or any other obligor on upon any of the Notes or any person having or claiming an ownership interest in the Collateral, or (2) a receiver, assignee, or trustee in bankruptcy or reorganization, or liquidator, sequestrator, or similar official has been appointed for or taken possession property of the Issuer Trust or its property or the of such other obligor or persontheir creditors, or the Indenture Trustee (3) any other comparable judicial Proceedings are pending relating to the Issuer or other obligor on the Notes, or to the creditors or property of the Issuer or the other obligor, then, irrespective of whether the principal of any Notes is shall then be due and payable as therein expressed in them or by declaration or otherwise and irrespective of whether the Indenture Trustee has shall have made any demand pursuant to this Sectionon the Trust for the payment of any overdue principal or interest) shall, with the prior written consent of the Credit Enhancer the Indenture Trustee is authorized Note Insurer, be entitled and empowered, by intervention in the Proceedings such Proceeding or otherwiseotherwise to: (ia) to file and prove claims a claim for the entire whole amount of principal and interest owing and other amounts owing on unpaid in respect of the Notes and to file any such other papers or documents appropriate as may be necessary or advisable in order to have the claims of the Indenture Trustee, the Credit Enhancer, and of the Noteholders allowed in the Proceedings Trustee (including any claim for the reasonable compensation to compensation, expenses, disbursements and advances of the Indenture Trustee and each predecessor Indenture Trustee, and their respective its agents and counsel), the Noteholders and for reimbursement of all expenses and liabilities incurredthe Note Insurer allowed in such Proceeding, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee, except as a result of negligence or bad faith); (ii) to vote on behalf of the Holders of Notes in any election of a trustee, a standby trustee, or person performing similar functions in the Proceedings; and (iiib) to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute all amounts received on the claims of the Noteholders, the Credit Enhancer, and of the Indenture Trustee on their behalfsame; and any receiver, assignee, trustee, receiver, liquidator, custodian, or sequestrator (or other similar official official) in any such Proceeding is hereby authorized by each of Noteholder and the Noteholders Note Insurer to make such payments to the Indenture Trustee and, if in the event that the Indenture Trustee consents shall consent to the making of such payments directly to the Noteholders receiving payments directlyand the Note Insurer, to pay to the Indenture Trustee amounts sufficient any amount due to cover it for the reasonable compensation to compensation, expenses, disbursements and advances of the Indenture Trustee, each predecessor Indenture Trustee, and their respective its agents and counsel, and all other 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, and . Nothing herein contained shall be deemed to pay all amounts due to the Credit Enhancer. (b) Nothing contained in this Indenture authorizes authorize the Indenture Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Noteholder or the Credit Enhancer Note Insurer any plan of reorganization, arrangement, adjustment, adjustment or composition affecting any of the Notes or the rights of any Noteholder Holder thereof, or the Credit Enhancer Note Insurer, or authorizes to authorize the Indenture Trustee to vote on in respect of the claim of any Noteholder or the Credit Enhancer Note Insurer in any such proceeding except to vote for the election of a trustee in bankruptcy or similar personProceeding.

Indenture Trustee May File Proofs of Claim. (a) If (1) Proceedings under Title 11 In case of the United States Code or pendency of any other applicable federal or State bankruptcyreceivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, composition or other similar law are pending relating judicial Proceeding relative to the Issuer or any other obligor on upon any of the Notes or any person having or claiming an ownership interest in the Collateral, or (2) a receiver, assignee, or trustee in bankruptcy or reorganization, or liquidator, sequestrator, or similar official has been appointed for or taken possession of the Issuer or its property or the other obligor or person, or (3) any other comparable judicial Proceedings are pending relating to the Issuer or other obligor on the Notes, or to the creditors or property of the Issuer or of such other obligor or their creditors, the other obligor, then, Indenture Trustee (irrespective of whether the principal of any Notes is shall then be due and payable as therein expressed in them or by declaration or otherwise and irrespective of whether the Indenture Trustee has shall have made any demand pursuant to this Sectionon the Issuer for the payment of any overdue principal or interest) shall, with the prior written consent of the Credit Enhancer the Indenture Trustee is authorized Note Insurer, be entitled and empowered, by intervention in the Proceedings such Proceeding or otherwiseotherwise to: (i) to file and prove claims a claim for the entire whole amount of principal and interest owing and other amounts owing on unpaid in respect of the Notes and to file any such other papers or documents appropriate as may be necessary or advisable in order to have the claims of the Indenture Trustee, the Credit Enhancer, and of the Noteholders allowed in the Proceedings Trustee (including any claim for the reasonable compensation to compensation, expenses, disbursements and advances of the Indenture Trustee and each predecessor Indenture Trustee, and their respective its agents and counsel) and of the Noteholders and the Note Insurer allowed in such Proceeding, and for reimbursement of all 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);and (ii) to vote on behalf of the Holders of Notes in any election of a trustee, a standby trustee, or person performing similar functions in the Proceedings; and (iii) to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute all amounts received on the claims of the Noteholders, the Credit Enhancer, and of the Indenture Trustee on their behalfsame; and any receiver, assignee, trustee, receiver, liquidator, custodian, or sequestrator (or other similar official official) in any such Proceeding is hereby authorized by each of Noteholder and the Noteholders Note Insurer to make such payments to the Indenture Trustee and, if in the event that the Indenture Trustee consents shall consent to the making of such payments directly to the Noteholders receiving payments directlyand the Note Insurer, to pay to the Indenture Trustee amounts sufficient any amount due to cover it for the reasonable compensation to compensation, expenses, disbursements and advances of the Indenture Trustee, each predecessor Indenture Trustee, and their respective its agents and counsel, and all other 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, and . Nothing herein contained shall be deemed to pay all amounts due to the Credit Enhancer. (b) Nothing contained in this Indenture authorizes authorize the Indenture Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Noteholder or the Credit Enhancer Note Insurer any plan of reorganization, arrangement, adjustment, adjustment or composition affecting any of the Notes or the rights of any Noteholder Holder thereof, or the Credit Enhancer Note Insurer, or authorizes to authorize the Indenture Trustee to vote on in respect of the claim of any Noteholder or the Credit Enhancer Note Insurer in any such proceeding except to vote for the election of a trustee in bankruptcy or similar personProceeding.

Indenture Trustee May File Proofs of Claim. (a) If (1) Proceedings under Title 11 In case of the United States Code or pendency of any other applicable federal or State bankruptcyreceivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, composition or other similar law are pending relating judicial Proceeding relative to the Issuer Trust or any other obligor on upon any of the Notes or any person having or claiming an ownership interest in the Collateral, or (2) a receiver, assignee, or trustee in bankruptcy or reorganization, or liquidator, sequestrator, or similar official has been appointed for or taken possession property of the Issuer Trust or its property or the of such other obligor or persontheir creditors, or (3) any other comparable judicial Proceedings are pending relating to the Issuer or other obligor on the Notes, or to the creditors or property of the Issuer or the other obligor, then, Indenture Trustee irrespective of whether the principal of any Notes is shall then be due and payable as therein expressed in them or by declaration or otherwise and irrespective of whether the Indenture Trustee has shall have made any demand pursuant to this Sectionon the Trust for the payment of any overdue principal or interest shall, with the prior written consent of the Credit Enhancer the Indenture Trustee is authorized Note Insurer be entitled and empowered, by intervention in the Proceedings such Proceeding or otherwiseotherwise to: (ia) to file and prove claims a claim for the entire whole amount of principal and interest owing and other amounts owing on unpaid in respect of the Notes and to file any such other papers or documents appropriate as may be necessary or advisable in order to have the claims of the Indenture Trustee, the Credit Enhancer, and of the Noteholders allowed in the Proceedings Trustee (including any claim for the reasonable compensation to compensation, expenses, disbursements and advances of the Indenture Trustee and each predecessor Indenture Trustee, and their respective its agents and counsel), the Noteholders and for reimbursement of all expenses and liabilities incurredthe Note Insurer allowed in such Proceeding, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee, except as a result of negligence or bad faith); (ii) to vote on behalf of the Holders of Notes in any election of a trustee, a standby trustee, or person performing similar functions in the Proceedings; and (iiib) to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute all amounts received on the claims of the Noteholders, the Credit Enhancer, and of the Indenture Trustee on their behalfsame; and any receiver, assignee, trustee, receiver, liquidator, custodian, or sequestrator (or other similar official official) in any such Proceeding is hereby authorized by each of Noteholder and the Noteholders Note Insurer to make such payments to the Indenture Trustee and, if in the event that the Indenture Trustee consents shall consent to the making of such payments directly to the Noteholders receiving payments directlyand the Note Insurer, to pay to the Indenture Trustee amounts sufficient any amount due to cover it for the reasonable compensation to compensation, expenses, disbursements and advances of the Indenture Trustee, each predecessor Indenture Trustee, and their respective its agents and counsel, and all other 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, and . Nothing herein contained shall be deemed to pay all amounts due to the Credit Enhancer. (b) Nothing contained in this Indenture authorizes authorize the Indenture Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Noteholder or the Credit Enhancer Note Insurer any plan of reorganization, arrangement, adjustment, adjustment or composition affecting any of the Notes or the rights of any Noteholder Holder thereof, or the Credit Enhancer Note Insurer, or authorizes to authorize the Indenture Trustee to vote on in respect of the claim of any Noteholder or the Credit Enhancer Note Insurer in any such proceeding except to vote for the election of a trustee in bankruptcy or similar personProceeding.

Indenture Trustee May File Proofs of Claim. (a) If (1) Proceedings under Title 11 In case of the United States Code or pendency of any other applicable federal or State bankruptcyreceivership, insolvency, liquidation, bankruptcy or other similar law are pending relating proceeding relative to the Issuer or any other obligor on upon the Notes or any person having or claiming an ownership interest in the Collateral, or (2) a receiver, assignee, or trustee in bankruptcy or reorganization, or liquidator, sequestrator, or similar official has been appointed for or taken possession of the Issuer or its property or the other obligor or person, or (3) any other comparable judicial Proceedings are pending relating to the Issuer or other obligor on the Notes, or to the creditors or property of the Issuer or the of such other obligor, then, the Indenture Trustee (irrespective of whether the principal of any the Notes is will then be due and payable as therein expressed in them or by declaration or otherwise otherwise) will be entitled and irrespective of whether the Indenture Trustee has made any demand pursuant to this Section, with the consent of the Credit Enhancer the Indenture Trustee is authorized empowered by intervention in the Proceedings such proceeding or otherwise: (i) to file and prove claims a claim for the entire whole amount of principal and interest owing and other amounts owing on unpaid in respect of the Notes and to file any such other papers or documents appropriate 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 Credit Enhancer, Indenture Trustee under Section 8.07 and of the Noteholders allowed in the Proceedings (including any claim for reasonable compensation to the Indenture Trustee and each predecessor Indenture Trusteesuch judicial proceeding, and their respective agents and counsel, and for reimbursement of all 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);and (ii) to vote on behalf of the Holders of Notes in any election of a trustee, a standby trustee, or person performing similar functions in the Proceedings; and (iii) to collect and receive any moneys funds or other property payable or deliverable on any such claims and to distribute all amounts received on the claims of the Noteholders, the Credit Enhancer, and of the Indenture Trustee on their behalfsame; and any receiver, assignee, trustee, receiver, liquidator, custodian, liquidator or other similar official in any Proceeding such proceeding is hereby authorized by each of the Noteholders Noteholder to make payments such payment to the Indenture Trustee andTrustee, if and in the event that the Indenture Trustee consents will consent to the Noteholders receiving making of such payments directlydirectly to the Noteholders, to pay to the Indenture Trustee amounts sufficient any amount due to cover it for the reasonable compensation to compensation, expenses, disbursements and advances of the Indenture Trustee, each predecessor Indenture Trustee, and their respective its agents and counsel, and all any other expenses and liabilities incurred, and all advances made, by amounts due the Indenture Trustee and each predecessor Indenture Trustee except as a result of negligence or bad faith, and under Section 8.07. Nothing herein contained will be deemed to pay all amounts due to the Credit Enhancer. (b) Nothing contained in this Indenture authorizes authorize the Indenture Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Noteholder or the Credit Enhancer any plan of reorganization, arrangement, adjustment, adjustment or composition affecting the Notes or the rights of any Noteholder Holder thereof, or the Credit Enhancer or authorizes to authorize the Indenture Trustee to vote on in respect of the claim of any Noteholder or the Credit Enhancer in any such proceeding except to vote for the election of a trustee in bankruptcy or similar personproceeding.

Indenture Trustee May File Proofs of Claim. (a) If (1) Proceedings under Title 11 In case of the United States Code or pendency of any other applicable federal or State bankruptcyreceivership, insolvency, liquidation, bankruptcy or other similar law are pending relating proceeding relative to the Issuer or any other obligor on upon the Notes or any person having or claiming an ownership interest in the Collateral, or (2) a receiver, assignee, or trustee in bankruptcy or reorganization, or liquidator, sequestrator, or similar official has been appointed for or taken possession of the Issuer or its property or the other obligor or person, or (3) any other comparable judicial Proceedings are pending relating to the Issuer or other obligor on the Notes, or to the creditors or property of the Issuer or the of such other obligor, then, the Indenture Trustee (irrespective of whether the principal of any the Notes is will then be due and payable as therein expressed in them or by declaration or otherwise otherwise) will be entitled and irrespective of whether the Indenture Trustee has made any demand pursuant to this Section, with the consent of the Credit Enhancer the Indenture Trustee is authorized empowered by intervention in the Proceedings such proceeding or otherwise: (i) to file and prove claims a claim for the entire whole amount of principal and interest owing and other amounts owing on unpaid in respect of the Notes and to file any such other papers or documents appropriate 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 Credit Enhancer, Indenture Trustee under Section 8.07) and of the Noteholders allowed in the Proceedings (including any claim for reasonable compensation to the Indenture Trustee and each predecessor Indenture Trusteesuch judicial proceeding, and their respective agents and counsel, and for reimbursement of all 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);and (ii) to vote on behalf of the Holders of Notes in any election of a trustee, a standby trustee, or person performing similar functions in the Proceedings; and (iii) to collect and receive any moneys funds or other property payable or deliverable on any such claims and to distribute all amounts received on the claims of the Noteholders, the Credit Enhancer, and of the Indenture Trustee on their behalfsame; and any receiver, assignee, trustee, receiver, liquidator, custodian, liquidator or other similar official in any Proceeding such proceeding is hereby authorized by each of the Noteholders Noteholder to make payments such payment to the Indenture Trustee andTrustee, if and in the event that the Indenture Trustee consents will consent to the Noteholders receiving making of such payments directlydirectly to the Noteholders, to pay to the Indenture Trustee amounts sufficient any amount due to cover it for the reasonable compensation to compensation, expenses, disbursements and advances of the Indenture Trustee, each predecessor Indenture Trustee, and their respective its agents and counsel, and all any other expenses and liabilities incurred, and all advances made, by amounts due the Indenture Trustee and each predecessor Indenture Trustee except as a result of negligence or bad faith, and under Section 8.07. Nothing herein contained will be deemed to pay all amounts due to the Credit Enhancer. (b) Nothing contained in this Indenture authorizes authorize the Indenture Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Noteholder or the Credit Enhancer any plan of reorganization, arrangement, adjustment, adjustment or composition affecting the Notes or the rights of any Noteholder Holder thereof, or the Credit Enhancer or authorizes to authorize the Indenture Trustee to vote on in respect of the claim of any Noteholder or the Credit Enhancer in any such proceeding except to vote for the election of a trustee in bankruptcy or similar personproceeding.

Indenture Trustee May File Proofs of Claim. (a) If (1) Proceedings under Title 11 of the United States Code or any other applicable federal or State bankruptcy, insolvency, or other similar law are pending relating to the Issuer or any other obligor on the Notes or any person having or claiming an ownership interest in the Collateral, or (2) a receiver, assignee, or trustee in bankruptcy or reorganization, or liquidator, sequestrator, or similar official has been appointed for or taken possession of the Issuer or its property or the other obligor or person, or (3) any other comparable judicial Proceedings are pending relating to the Issuer or other obligor on the Notes, or to the creditors or property of the Issuer or the other obligor, then, irrespective of whether the principal of any Principal Amount Notes is then payable as expressed in them or by declaration or otherwise and irrespective of whether the Indenture Trustee has made any demand pursuant to this Section, with the consent of the Credit Enhancer the Indenture Trustee is authorized by intervention in the Proceedings or otherwise: (i) to file and prove claims for the entire amount of principal owing on any Principal Amount Notes and interest owing on any Interest Bearing Notes and other amounts owing on the any Notes and to file any other documents appropriate to have the claims of the Indenture Trustee, the Credit Enhancer, Trustee and of the Noteholders allowed in the Proceedings (including any claim for reasonable compensation to the Indenture Trustee and each predecessor Indenture Trustee, and their respective agents and counsel, and for reimbursement of all 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); (ii) to vote on behalf of the Holders of Notes in any election of a trustee, a standby trustee, or person performing similar functions in the Proceedings; and (iii) to collect and receive any moneys or other property payable on any claims and to distribute all amounts received on the claims of the Noteholders, the Credit Enhancer, Noteholders and of the Indenture Trustee on their behalf; and any trustee, receiver, liquidator, custodian, or other similar official in any Proceeding is hereby authorized by each of the Noteholders to make payments to the Indenture Trustee and, if the Indenture Trustee consents to the Noteholders receiving payments directly, to pay to the Indenture Trustee amounts sufficient to cover reasonable compensation to the Indenture Trustee, each predecessor Indenture Trustee, and their respective agents and counsel, and all other 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, and to pay all amounts due to the Credit Enhancer. (b) Nothing contained in this Indenture authorizes the Indenture Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Noteholder or the Credit Enhancer any plan of reorganization, arrangement, adjustment, or composition affecting the Notes or the rights of any Noteholder or the Credit Enhancer or authorizes the Indenture Trustee to vote on the claim of any Noteholder or the Credit Enhancer in any such proceeding proceeding, except to vote for the election of a trustee in bankruptcy or similar person.

Indenture Trustee May File Proofs of Claim. (a) If (1) Proceedings under Title 11 In case of the United States Code or pendency of any other applicable federal or State bankruptcyreceivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other similar law are pending judicial Proceeding relating to the Issuer or any other obligor on upon any of the Notes or any person having or claiming an ownership interest in the Collateral, or (2) a receiver, assignee, or trustee in bankruptcy or reorganization, or liquidator, sequestrator, or similar official has been appointed for or taken possession of the Issuer or its property or the other obligor or person, or (3) any other comparable judicial Proceedings are pending relating to the Issuer or other obligor on the Notes, or to the creditors or property of the Issuer or of such other obligor or their creditors, the other obligor, then, Indenture Trustee (irrespective of whether the principal of any of the Notes is shall then be due and payable as therein expressed in them or by declaration or otherwise and irrespective of whether the Indenture Trustee has shall have made any demand pursuant on the Issuer for the payment of overdue principal or interest) shall be entitled and empowered, to this Section, with the consent of the Credit Enhancer the Indenture Trustee is authorized by intervention intervene in the Proceedings such proceeding or otherwise:, (i) to file and prove claims a claim for the entire whole amount of principal principal, premium, if any, and interest owing and other amounts owing on unpaid in respect of the Notes issued hereunder and to file any such other papers or documents appropriate as may be necessary or advisable in order to have the claims of the Indenture Trustee, the Credit Enhancer, and of the Noteholders allowed in the Proceedings Trustee (including any claim for the reasonable compensation to 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 hereof) and each predecessor Indenture Trusteeof MBIA and the Noteholders allowed in such judicial Proceeding, and their respective agents and counsel, and for reimbursement of all 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);and (ii) to vote on behalf of the Holders of Notes in any election of a trustee, a standby trustee, or person performing similar functions in the Proceedings; and (iii) to collect and receive any moneys monies or other property payable or deliverable on any such claims and to distribute all amounts received on the claims of the Noteholders, the Credit Enhancer, and of the Indenture Trustee on their behalfsame; and any receiver, assignee, trustee, receiver, liquidator, custodian, or sequestrator (or other similar official official) in any such judicial Proceeding is hereby authorized by MBIA and each of the Noteholders Noteholder to make such payments to the Indenture Trustee andTrustee, if and in the event that the Indenture Trustee consents shall consent to the Noteholders receiving making of such payments directlydirectly to MBIA or the Noteholders, to pay to the Indenture Trustee amounts sufficient any amount due to cover it for the reasonable compensation to compensation, expenses, disbursements and advances of the Indenture Trustee, each predecessor Indenture Trustee, and their respective its agents and counsel, and all any other expenses and liabilities incurred, and all advances made, by amounts due the Indenture Trustee and each predecessor Indenture Trustee except as a result of negligence or bad faith, and to pay all amounts due to the Credit Enhancer. (b) under Section 7.07 hereof. Nothing contained in this the Indenture authorizes shall be deemed to authorize the Indenture Trustee to authorize or consent to or vote for or accept or adopt on behalf of MBIA or any Noteholder or the Credit Enhancer any plan of reorganization, arrangement, adjustment, adjustment or composition affecting MBIA or any of the Notes or the rights of any Noteholder Holder thereof, or the Credit Enhancer or authorizes to authorize the Indenture Trustee to vote on in respect of the claim of MBIA or any Noteholder or the Credit Enhancer in any such proceeding except to vote for the election of a trustee in bankruptcy or similar personProceeding.

Indenture Trustee May File Proofs of Claim. (a) If (1) Proceedings under Title 11 In case of the United States Code or pendency of any other applicable federal or State bankruptcyreceivership, insolvency, liquidation, bankruptcy or other similar law are pending relating proceeding relative to the Issuer or any other obligor on upon the Notes or any person having or claiming an ownership interest in the Collateral, or (2) a receiver, assignee, or trustee in bankruptcy or reorganization, or liquidator, sequestrator, or similar official has been appointed for or taken possession of the Issuer or its property or the other obligor or person, or (3) any other comparable judicial Proceedings are pending relating to the Issuer or other obligor on the Notes, or to the creditors or property of the Issuer or the of such other obligor, then, the Indenture Trustee (irrespective of whether the principal of any the Notes is will then be due and payable as therein expressed in them or by declaration or otherwise otherwise) will be entitled and irrespective of whether the Indenture Trustee has made any demand pursuant to this Section, with the consent of the Credit Enhancer the Indenture Trustee is authorized empowered by intervention in the Proceedings such proceeding or otherwise: (i) to file and prove claims a claim for the entire whole amount of principal and interest owing and other amounts owing on unpaid in respect of the Notes and to file any such other papers or documents appropriate 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 Credit Enhancer, Indenture Trustee under Section 8.07) and of the Noteholders allowed in the Proceedings (including any claim for reasonable compensation to the Indenture Trustee and each predecessor Indenture Trusteesuch judicial proceeding, and their respective agents and counsel, and for reimbursement of all 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);and (ii) to vote on behalf of the Holders of Notes in any election of a trustee, a standby trustee, or person performing similar functions in the Proceedings; and (iii) to collect and receive any moneys funds or other property payable or deliverable on any such claims and to distribute all amounts received on the claims of the Noteholders, the Credit Enhancer, and of the Indenture Trustee on their behalfsame; and any receiver, assignee, trustee, receiver, liquidator, custodian, liquidator or other similar official in any Proceeding such proceeding is hereby authorized by each of the Noteholders Noteholder to make payments such payment to the Indenture Trustee andTrustee, if and in the event that the Indenture Trustee consents will consent to the Noteholders receiving making of such payments directlydirectly to the Noteholders, to pay to the Indenture Trustee amounts sufficient any amount due to cover it for the reasonable compensation to compensation, expenses, disbursements and advances of the Indenture Trustee, each predecessor Indenture Trustee, and their respective its agents and counsel, and all any other 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, and to pay all amounts due to the Credit Enhancer. (b) Indenture Trustee under Section 8.07. Nothing herein contained in this Indenture authorizes will be deemed to authorize the Indenture Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Noteholder or the Credit Enhancer any plan of reorganization, arrangement, adjustment, adjustment or composition affecting the Notes or the rights of any Noteholder Holder thereof, or the Credit Enhancer or authorizes to authorize the Indenture Trustee to vote on in respect of the claim of any Noteholder or the Credit Enhancer in any such proceeding except to vote for the election of a trustee in bankruptcy or similar personproceeding.

Indenture Trustee May File Proofs of Claim. (a) If (1) Proceedings under Title 11 In case of the United States Code or pendency of any other applicable federal or State bankruptcyreceivership, insolvency, liquidation, bankruptcy, reorganization, rehabilitation, or other similar law are pending judicial Proceeding relating to the Issuer or any other obligor on upon any of the Notes or any person having or claiming an ownership interest in the Collateral, or (2) a receiver, assignee, or trustee in bankruptcy or reorganization, or liquidator, sequestrator, or similar official has been appointed for or taken possession of the Issuer or its property or the other obligor or person, or (3) any other comparable judicial Proceedings are pending relating to the Issuer or other obligor on the Notes, or to the creditors or property of the Issuer or of such other obligor or their creditors, the other obligor, then, Indenture Trustee (irrespective of whether the principal of any the Notes is shall then be due and payable as therein expressed in them or by declaration or otherwise and irrespective of whether the Indenture Trustee has shall have made any demand pursuant to this Sectionon the Issuer for the payment of overdue principal or interest) shall be entitled and empowered, with the written consent of the Credit Enhancer the Indenture Trustee is authorized by intervention Majority Noteholders, to intervene in the Proceedings such proceeding or otherwise:, (i) to file and prove claims a claim for the entire whole amount of principal and interest owing and other amounts owing on unpaid in respect of the Notes issued hereunder and to file any such other papers or documents appropriate as may be necessary 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 any other amounts due the Credit Enhancer, Indenture Trustee under Section 7.07 hereof) and of the Noteholders allowed in the Proceedings (including any claim for reasonable compensation to the Indenture Trustee and each predecessor Indenture Trusteesuch judicial Proceeding, and their respective agents and counsel, and for reimbursement of all 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);and (ii) to vote on behalf of the Holders of Notes in any election of a trustee, a standby trustee, or person performing similar functions in the Proceedings; and (iii) to collect and receive any moneys monies or other property payable or deliverable on any such claims and to distribute all amounts received on the claims of the Noteholders, the Credit Enhancer, and of the Indenture Trustee on their behalfsame; and any receiver, assignee, trustee, receiver, liquidator, custodian, or sequestrator (or other similar official official) in any such judicial Proceeding is hereby authorized by each of the Noteholders Noteholder to make such payments to the Indenture Trustee andTrustee, if and in the event that the Indenture Trustee consents shall consent to the Noteholders receiving making of such payments directlydirectly to the Noteholders, to pay to the Indenture Trustee amounts sufficient any amount due to cover it for the reasonable compensation to compensation, expenses, disbursements and advances of the Indenture Trustee, each predecessor Indenture Trustee, and their respective its agents and counsel, and all any other expenses and liabilities incurred, and all advances made, by amounts due the Indenture Trustee and each predecessor Indenture Trustee except as a result of negligence or bad faith, and under Section 7.07 hereof. Nothing herein contained shall be deemed to pay all amounts due to the Credit Enhancer. (b) Nothing contained in this Indenture authorizes authorize the Indenture Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Noteholder or the Credit Enhancer any plan of reorganization, rehabilitation or similar arrangement, adjustment, or composition affecting the Notes or the rights of any Noteholder Holder thereof, or the Credit Enhancer or authorizes to authorize the Indenture Trustee to vote on in respect of the claim of any Noteholder or the Credit Enhancer in any such proceeding except to vote for the election of a trustee in bankruptcy or similar personProceeding.

Indenture Trustee May File Proofs of Claim. (a) If (1) Proceedings under Title 11 of the United States Code or any other applicable federal or State bankruptcy, insolvency, or other similar law are pending relating to the Issuer or any other obligor on the Notes or any person having or claiming an ownership interest in the Collateral, or (2) a receiver, assignee, or trustee in bankruptcy or reorganization, or liquidator, sequestrator, or similar official has been appointed for or taken possession of the Issuer or its property or the other obligor or person, or (3) any other comparable judicial Proceedings are pending relating to the Issuer or other obligor on the Notes, or to the creditors or property of the Issuer or the other obligor, then, irrespective of whether the principal of any Notes is then payable as expressed in them or by declaration or otherwise and irrespective of whether the Indenture Trustee has made any demand pursuant to this Section, with the consent of the Credit Enhancer the Indenture Trustee is authorized by intervention in the Proceedings or otherwise: : (i) to file and prove claims for the entire amount of principal and interest and other amounts owing on the Notes and to file any other documents appropriate to have the claims of the Indenture Trustee, the Credit Enhancer, and of the Noteholders allowed in the Proceedings (including any claim for reasonable compensation to the Indenture Trustee and each predecessor Indenture Trustee, and their respective agents and counsel, and for reimbursement of all 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); ; (ii) to vote on behalf of the Holders of Notes in any election of a trustee, a standby trustee, or person performing similar functions in the Proceedings; and and (iii) to collect and receive any moneys or other property payable on any claims and to distribute all amounts received on the claims of the Noteholders, the Credit Enhancer, and of the Indenture Trustee on their behalf; and any trustee, receiver, liquidator, custodian, or other similar official in any Proceeding is hereby authorized by each of the Noteholders to make payments to the Indenture Trustee and, if the Indenture Trustee consents to the Noteholders receiving payments directly, to pay to the Indenture Trustee amounts sufficient to cover reasonable compensation to the Indenture Trustee, each predecessor Indenture Trustee, and their respective agents and counsel, and all other 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, and to pay all amounts due to the Credit Enhancer. (b) Nothing contained in this Indenture authorizes the Indenture Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Noteholder or the Credit Enhancer any plan of reorganization, arrangement, adjustment, or composition affecting the Notes or the rights of any Noteholder or the Credit Enhancer or authorizes the Indenture Trustee to vote on the claim of any Noteholder or the Credit Enhancer in any such proceeding except to vote for the election of a trustee in bankruptcy or similar person.

Indenture Trustee May File Proofs of Claim. (a) If (1) Proceedings under Title 11 In case of the United States Code or pendency of any other applicable federal or State bankruptcyreceivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other similar law are pending relating judicial proceeding relative to the Issuer or any other obligor on upon the Notes or any person having or claiming an ownership interest in the Collateral, or (2) a receiver, assignee, or trustee in bankruptcy or reorganization, or liquidator, sequestrator, or similar official has been appointed for or taken possession of the Issuer or its property or the other obligor or person, or (3) any other comparable judicial Proceedings are pending relating to the Issuer or other obligor on the Notes, or to the creditors or property of the Issuer or of such other obligor or their creditors, the other obligor, then, Indenture Trustee (irrespective of whether the principal of any the Notes is shall then be due and payable as therein expressed in them or by declaration or otherwise and irrespective of whether the Indenture Trustee has shall have made any demand pursuant to this Sectionon the Issuer for the payment of overdue principal or interest) shall be entitled and empowered, with the consent of the Credit Enhancer the Indenture Trustee is authorized by intervention in the Proceedings such proceedings or otherwise:, (i) to file and prove claims a claim for the entire whole amount of principal and interest owing and other amounts owing on unpaid in respect of the Notes and to file any such other papers or documents appropriate 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 Credit Enhancer, Indenture Trustee under Section 8.07) and of the Noteholders allowed in the Proceedings (including any claim for reasonable compensation to the Indenture Trustee and each predecessor Indenture Trusteesuch judicial proceeding, and their respective agents and counsel, and for reimbursement of all 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);and (ii) to vote on behalf of the Holders of Notes in any election of a trustee, a standby trustee, or person performing similar functions in the Proceedings; and (iii) to collect and receive any moneys funds or other property payable or deliverable on any such claims and to distribute all amounts received on the claims of the Noteholders, the Credit Enhancer, and of the Indenture Trustee on their behalfsame; and any receiver, assignee, trustee, receiver, liquidator, custodian, sequestrator (or other similar official official) in any Proceeding such judicial proceeding is hereby authorized by each of the Noteholders Noteholder to make payments such payment to the Indenture Trustee and, if and in the event that the Indenture Trustee consents shall consent to the Noteholders receiving making of such payments directlydirectly to the Noteholders, to pay to the Indenture Trustee amounts sufficient any amount due to cover it for the reasonable compensation to compensation, expenses, disbursements and advances of the Indenture Trustee, each predecessor Indenture Trustee, and their respective its agents and counsel, and all any other expenses and liabilities incurred, and all advances made, by amounts due the Indenture Trustee and each predecessor Indenture Trustee except as a result of negligence or bad faith, and to pay all amounts due to the Credit Enhancerunder Section 8.07. (b) Nothing contained in this Indenture authorizes the Indenture Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Noteholder or the Credit Enhancer any plan of reorganization, arrangement, adjustment, or composition affecting the Notes or the rights of any Noteholder or the Credit Enhancer or authorizes the Indenture Trustee to vote on the claim of any Noteholder or the Credit Enhancer in any such proceeding except to vote for the election of a trustee in bankruptcy or similar person.

Indenture Trustee May File Proofs of Claim. (a) If (1) Proceedings under Title 11 In case of the United States Code or pendency of any other applicable federal or State bankruptcyreceivership, insolvency, liquidation, bankruptcy or other similar law are pending relating proceeding relative to the Issuer or any other obligor on upon the Notes or any person having or claiming an ownership interest in the Collateral, or (2) a receiver, assignee, or trustee in bankruptcy or reorganization, or liquidator, sequestrator, or similar official has been appointed for or taken possession of the Issuer or its property or the other obligor or person, or (3) any other comparable judicial Proceedings are pending relating to the Issuer or other obligor on the Notes, or to the creditors or property of the Issuer or the of such other obligor, then, the Indenture Trustee (irrespective of whether the principal of any the Notes is will then be due and payable as therein expressed in them or by declaration or otherwise otherwise) will be entitled and irrespective of whether the Indenture Trustee has made any demand pursuant to this Section, with the consent of the Credit Enhancer the Indenture Trustee is authorized empowered by intervention in the Proceedings such proceeding or otherwise: (i) to file and prove claims a claim for the entire whole amount of principal and interest owing and other amounts owing on unpaid in respect of the Notes and to file any such other papers or documents appropriate as may be necessary and advisable in order to have the claims of the Indenture Trustee (including any claim for the reasonable compensation, expenses, indemnity, disbursements and advances of the Indenture Trustee, its agents and counsel and all other amounts due the Credit Enhancer, Indenture Trustee under Section 8.07) and of the Noteholders allowed in the Proceedings (including any claim for reasonable compensation to the Indenture Trustee and each predecessor Indenture Trusteesuch judicial proceeding, and their respective agents and counsel, and for reimbursement of all 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);and (ii) to vote on behalf of the Holders of Notes in any election of a trustee, a standby trustee, or person performing similar functions in the Proceedings; and (iii) to collect and receive any moneys funds or other property payable or deliverable on any such claims and to distribute all amounts received on the claims of the Noteholders, the Credit Enhancer, and of the Indenture Trustee on their behalfsame; and any receiver, assignee, trustee, receiver, liquidator, custodian, liquidator or other similar official in any Proceeding such proceeding is hereby authorized by each of the Noteholders Noteholder to make payments such payment to the Indenture Trustee andTrustee, if and in the event that the Indenture Trustee consents will consent to the Noteholders receiving making of such payments directlydirectly to the Noteholders, to pay to the Indenture Trustee amounts sufficient any amount due to cover it for the reasonable compensation to compensation, expenses, disbursements and advances of the Indenture Trustee, each predecessor Indenture Trustee, and their respective its agents and counsel, and all any other expenses and liabilities incurred, and all advances made, by amounts due the Indenture Trustee and each predecessor Indenture Trustee except as a result of negligence or bad faith, and under Section 8.07. Nothing herein contained will be deemed to pay all amounts due to the Credit Enhancer. (b) Nothing contained in this Indenture authorizes authorize the Indenture Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Noteholder or the Credit Enhancer any plan of reorganization, arrangement, adjustment, adjustment or composition affecting the Notes or the rights of any Noteholder Holder thereof, or the Credit Enhancer or authorizes to authorize the Indenture Trustee to vote on in respect of the claim of any Noteholder or the Credit Enhancer in any such proceeding except to vote for the election of a trustee in bankruptcy or similar person.proceeding. EAST\146409251.8147895167.4

Indenture Trustee May File Proofs of Claim. (a) If (1) Proceedings under Title 11 In case of the United States Code or pendency of any other applicable federal or State bankruptcyreceivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other similar law are pending relating judicial proceeding relative to the Issuer or any other obligor on the Notes or any person having or claiming an ownership interest in the Collateral, or (2) a receiver, assigneeIssuer, or trustee in bankruptcy or reorganization, or liquidator, sequestrator, or similar official has been appointed for or taken possession of the Issuer or its property or the other obligor or person, or (3) any other comparable judicial Proceedings are pending relating to the Issuer or other obligor on the Notes, or to the creditors or property of the Issuer or Issuer, the other obligor, then, Indenture Trustee (irrespective of whether the principal of any the Notes is shall then be due and payable as therein expressed in them or by declaration or otherwise and irrespective of whether the Indenture Trustee has shall have made any demand pursuant to this Sectionon the Issuer for the payment of overdue principal or interest) shall be entitled and empowered, with the consent of the Credit Enhancer the Indenture Trustee is authorized by intervention in the Proceedings such proceeding or otherwise: (i) to file and prove claims a claim for the entire whole amount of principal and interest owing and other amounts owing on unpaid in respect of the Notes and to file any such other papers or documents appropriate as may be necessary 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, the Credit Enhancer, their agents and counsel) and of the Noteholders allowed in the Proceedings (including any claim for reasonable compensation to the Indenture Trustee and each predecessor Indenture Trustee, and their respective agents and counsel, and for reimbursement of all 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)such judicial proceeding; (ii) to vote on behalf of the Holders of Notes in any election of a trustee, a standby trustee, or person performing similar functions in the Proceedings; and (iii) to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute all amounts received on the claims same; and (iii) to participate as a member, voting or otherwise, of the Noteholders, the Credit Enhancer, and any official committee of the Indenture Trustee on their behalfcreditors appointed in such matter; and any trusteecustodian, receiver, liquidator, custodianassignee, trustee, sequestrator or other similar official in any Proceeding such judicial proceeding is hereby authorized by each of the Noteholders Noteholder to make such payments to the Indenture Trustee and, if the Indenture Trustee consents to the Noteholders receiving payments directly, and to pay to the Indenture Trustee amounts sufficient to cover any amount due it for the reasonable compensation to compensation, expenses, disbursements and advances of the Indenture Trustee, each Trustee and any predecessor Indenture Trustee, and their respective agents and counsel, and all any other expenses and liabilities incurred, and all advances made, by amounts due the Indenture Trustee and each any predecessor Indenture Trustee except as a result of negligence or bad faith, and to pay all amounts due to the Credit Enhancerunder Section 7.06 hereof. (b) Nothing contained in this Indenture authorizes the Indenture Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Noteholder or the Credit Enhancer any plan of reorganization, arrangement, adjustment, or composition affecting the Notes or the rights of any Noteholder or the Credit Enhancer or authorizes the Indenture Trustee to vote on the claim of any Noteholder or the Credit Enhancer in any such proceeding except to vote for the election of a trustee in bankruptcy or similar person.

Indenture Trustee May File Proofs of Claim. (a) If (1) Proceedings under Title 11 In case of the United States Code or pendency of any other applicable federal or State bankruptcyreceivership, insolvency, liquidation, reorganization, arrangement, adjustment, composition or other similar law are pending judicial Proceeding, relating to the Issuer Trust or any other obligor on upon the Notes or any person having or claiming an ownership interest in the Collateral, or (2) a receiver, assignee, or trustee in bankruptcy or reorganization, or liquidator, sequestrator, or similar official has been appointed for or taken possession property of the Issuer Trust or its property or the of such other obligor or persontheir creditors, or the Indenture Trustee (3) any other comparable judicial Proceedings are pending relating to the Issuer or other obligor on the Notes, or to the creditors or property of the Issuer or the other obligor, then, irrespective of whether the principal of any class of Notes is shall then be due and payable as therein expressed in them or by declaration or otherwise and irrespective of whether the Indenture Trustee has shall have made any demand pursuant for the payment of overdue principal or interest) shall be entitled and empowered, to this Section, with the consent of the Credit Enhancer the Indenture Trustee is authorized by intervention intervene in the Proceedings such proceeding or otherwise: (ia) to file and prove claims a claim for the entire amount of principal and interest and other all amounts owing on 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 other documents appropriate committee of creditors appointed in the matter, as may be necessary or advisable in order to have the claims of the Indenture Trustee, the Note Insurer, the Letter of Credit EnhancerBank (including, and of the Noteholders allowed in the Proceedings (including each case, any claim for the reasonable compensation to compensation, expenses, disbursements and advances of the Indenture Trustee and each predecessor Indenture Trustee, the Note Insurer, the Letter of Credit Bank and their respective agents and counsel, ) and for reimbursement of all 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)Noteholders allowed in such judicial Proceeding; (iib) to vote on behalf petition for lifting of the Holders of Notes in any election of a trustee, a standby trustee, or person performing similar functions in automatic stay and thereupon to foreclose upon the ProceedingsPledged Property as elsewhere provided herein; and (iiic) to collect and receive any moneys monies or other property payable or deliverable on any such claims and to distribute all amounts received on the claims of the Noteholders, the Credit Enhancer, and of the Indenture Trustee on their behalfsame; and any receiver, assignee, trustee, receiver, liquidator, custodian, or sequestrator (or other similar official official) in any such judicial Proceeding is hereby authorized by each of the Noteholders Noteholder to make such payments to the Indenture Trustee andTrustee, if and in the event that the Indenture Trustee consents shall consent to the Noteholders receiving making of such payments directlydirectly to the Note Insurer, the Letter of Credit Bank or the Noteholders, to pay to the Indenture Trustee amounts sufficient any amount due to cover it for the reasonable compensation to compensation, expenses, disbursements and advances of the Indenture Trustee, each predecessor Indenture Trustee, and their respective its agents and counsel, and all other 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, and . Nothing herein contained shall be deemed to pay all amounts due to the Credit Enhancer. (b) Nothing contained in this Indenture authorizes authorize the Indenture Trustee to authorize or to consent to or vote for or accept or adopt on behalf of the Note Insurer, the Letter of Credit Bank or any Noteholder or the Credit Enhancer any plan of reorganization, arrangement, adjustment, adjustment or composition affecting the Note Insurer, the Letter of Credit Bank or the Notes or the rights of any Noteholder Holder thereof, or the Credit Enhancer or authorizes to authorize the Indenture Trustee to vote on in respect of the claim of the Note Insurer, the Letter of Credit Bank or any Noteholder or the Credit Enhancer in any such proceeding except to vote for the election of a trustee in bankruptcy or similar personProceeding.

Indenture Trustee May File Proofs of Claim. (a) If (1) Proceedings under Title 11 of the United States Code or any other applicable federal or State bankruptcy, insolvency, or other similar law are pending relating to the Issuer or any other obligor on the Notes or any person having or claiming an ownership interest in the Collateral, or (2) a receiver, assignee, or trustee in bankruptcy or reorganization, or liquidator, sequestrator, or similar official has been appointed for or taken possession of the Issuer or its property or the other obligor or person, or (3) any other comparable judicial Proceedings are pending relating to the Issuer or other obligor on the Notes, or to the creditors or property of the Issuer or the other obligor, then, irrespective of whether the principal of any Notes is then payable as expressed in them or by declaration or otherwise and irrespective of whether the Indenture Trustee has made any demand pursuant to this Section, [with the consent of the Credit Enhancer ] the Indenture Trustee is authorized by intervention in the Proceedings or otherwise: (i) to file and prove claims for the entire amount of principal and interest and other amounts owing on the Notes and to file any other documents appropriate to have the claims of the Indenture Trustee, [the Credit Enhancer, ,] and of the Noteholders allowed in the Proceedings (including any claim for reasonable compensation to the Indenture Trustee and each predecessor Indenture Trustee, and their respective agents and counsel, and for reimbursement of all 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); (ii) to vote on behalf of the Holders of Notes in any election of a trustee, a standby trustee, or person performing similar functions in the Proceedings; and (iii) to collect and receive any moneys or other property payable on any claims and to distribute all amounts received on the claims of the Noteholders, [the Credit Enhancer, ,] and of the Indenture Trustee on their behalf; and any trustee, receiver, liquidator, custodian, or other similar official in any Proceeding is hereby authorized by each of the Noteholders to make payments to the Indenture Trustee and, if the Indenture Trustee consents to the Noteholders receiving payments directly, to pay to the Indenture Trustee amounts sufficient to cover reasonable compensation to the Indenture Trustee, each predecessor Indenture Trustee, and their respective agents and counsel, and all other 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[, and to pay all amounts due to the Credit Enhancer]. (b) Nothing contained in this Indenture authorizes the Indenture Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Noteholder [or the Credit Enhancer Enhancer] any plan of reorganization, arrangement, adjustment, or composition affecting the Notes or the rights of any Noteholder [or the Credit Enhancer Enhancer] or authorizes the Indenture Trustee to vote on the claim of any Noteholder [or the Credit Enhancer Enhancer] in any such proceeding except to vote for the election of a trustee in bankruptcy or similar person.

Indenture Trustee May File Proofs of Claim. (a) If (1) Proceedings under Title 11 In case of the United States Code or pendency of any other applicable federal or State bankruptcyreceivership, conservatorship, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other similar law are pending judicial Proceeding relating to the Issuer or any other obligor on upon any of the Notes or any person having or claiming an ownership interest in the Collateral, or (2) a receiver, assignee, or trustee in bankruptcy or reorganization, or liquidator, sequestrator, or similar official has been appointed for or taken possession of the Issuer or its property or the other obligor or person, or (3) any other comparable judicial Proceedings are pending relating to the Issuer or other obligor on the Notes, or to the creditors or property of the Issuer or of such other obligor or their creditors, the other obligor, then, Indenture Trustee (irrespective of whether the principal of any of the Notes is shall then be due and payable as therein expressed in them or by declaration or otherwise and irrespective of whether the Indenture Trustee has shall have made any demand pursuant on the Issuer for the payment of overdue principal or interest) shall be entitled and empowered, to this Section, with the consent of the Credit Enhancer the Indenture Trustee is authorized by intervention intervene in the Proceedings such proceeding or otherwise:, (ia) to file and prove claims a claim for the entire whole amount of principal and interest owing and other amounts owing on unpaid in respect of the Notes issued hereunder and to file any such other papers or documents appropriate as may be necessary or advisable in order to have the claims of the Indenture Trustee, the Credit Enhancer, and of the Noteholders allowed in the Proceedings Trustee (including any claim for the reasonable compensation to 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 hereof) and each predecessor Indenture Trusteethe Noteholders allowed in such judicial Proceeding, and their respective agents and counsel, and for reimbursement of all 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); (ii) to vote on behalf of the Holders of Notes in any election of a trustee, a standby trustee, or person performing similar functions in the Proceedings; and (iiib) to collect and receive any moneys monies or other property payable or deliverable on any such claims and to distribute all amounts received on the claims of the Noteholders, the Credit Enhancersame, and of the Indenture Trustee on their behalf; and any receiver, assignee, trustee, receiver, liquidator, custodian, or sequestrator (or other similar official official) in any such judicial Proceeding is hereby authorized by each of the Noteholders Noteholder to make such payments to the Indenture Trustee andTrustee, if and in the event that the Indenture Trustee consents shall consent to the Noteholders receiving making of such payments directlydirectly to the Noteholders, to pay to the Indenture Trustee amounts sufficient any amount due to cover it for the reasonable compensation to compensation, expenses, disbursements and advances of the Indenture Trustee, each predecessor Indenture Trustee, and their respective its agents and counsel, and all any other expenses and liabilities incurred, and all advances made, by amounts due the Indenture Trustee and each predecessor Indenture Trustee except as a result of negligence or bad faith, and to pay all amounts due to the Credit Enhancer. (b) under Section 7.07 hereof. Nothing contained in this Indenture authorizes 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 or the Credit Enhancer any plan of reorganization, arrangement, adjustment, adjustment or composition affecting any of the Notes or the rights of any Noteholder Holder thereof, or the Credit Enhancer or authorizes to authorize the Indenture Trustee to vote on in respect of the claim of any Noteholder or the Credit Enhancer in any such proceeding except to vote for the election of a trustee in bankruptcy or similar personProceeding.

Indenture Trustee May File Proofs of Claim. (a) If (1) Proceedings under Title 11 In case of the United States Code or pendency of any other applicable federal or State bankruptcyreceivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other similar law are pending relating judicial proceeding relative to the Issuer or any other obligor on the Notes or any person having or claiming an ownership interest in the Collateral, or (2) a receiver, assignee, or trustee in bankruptcy or reorganization, or liquidator, sequestrator, or similar official has been appointed for or taken possession of the Issuer or its property or the other obligor or person, or (3) any other comparable judicial Proceedings are pending relating to the Issuer or other obligor on the Notes, or to the creditors or property of the Issuer or Issuer, the other obligor, then, Indenture Trustee (irrespective of whether the principal of any the Notes is shall then be due and payable as therein expressed in them or by declaration or otherwise and irrespective of whether the Indenture Trustee has shall have made any demand pursuant to this Sectionon the Issuer for the payment of overdue principal or interest) shall be entitled and empowered, with the consent of the Credit Enhancer the Indenture Trustee is authorized by intervention in the Proceedings such proceeding or otherwise: (i) to file and prove claims a claim for the entire whole amount of principal and interest owing and other amounts owing on unpaid in respect of the Notes and to file any such other papers or documents appropriate as may be necessary 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, the Credit Enhancer, their agents and counsel) and of the Noteholders allowed in the Proceedings (including any claim for reasonable compensation to the Indenture Trustee and each predecessor Indenture Trustee, and their respective agents and counsel, and for reimbursement of all 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)such judicial proceeding; (ii) to vote on behalf of the Holders of Notes in any election of a trustee, a standby trustee, or person performing similar functions in the Proceedings; and (iii) to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute all amounts received on the claims same; and (iii) to participate as a member, voting or otherwise, of the Noteholders, the Credit Enhancer, and any official committee of the Indenture Trustee on their behalfcreditors appointed in such matter; and any trusteecustodian, receiver, liquidator, custodianassignee, trustee, sequestrator or other similar official in any Proceeding such judicial proceeding is hereby authorized by each of the Noteholders Noteholder to make such payments to the Indenture Trustee and, if the Indenture Trustee consents to the Noteholders receiving payments directly, and to pay to the Indenture Trustee amounts sufficient to cover any amount due it for the reasonable compensation to compensation, expenses, disbursements and advances of the Indenture Trustee, each Trustee and any predecessor Indenture Trustee, and their respective agents and counsel, and all any other expenses and liabilities incurred, and all advances made, by amounts due the Indenture Trustee and each any predecessor Indenture Trustee except as a result of negligence or bad faith, and to pay all amounts due to the Credit Enhancer.under Section 7.6 hereof. KL2 2787938.7 (b) Nothing herein contained in this Indenture authorizes 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 Noteholder, the Administrative Agent or the Credit Enhancer any Purchaser any plan of reorganization, arrangementagreement, adjustment, adjustment or composition affecting the Notes or the rights of any Noteholder thereof or affecting the Timeshare Loans or the Credit Enhancer other assets constituting the Trust Estate or authorizes to authorize the Indenture Trustee to vote on in respect of the claim of any Noteholder or the Credit Enhancer in any such proceeding except to vote for the election of a trustee in bankruptcy or similar personproceeding.

Indenture Trustee May File Proofs of Claim. (a) If (1) Proceedings under Title 11 In case of the United States Code or pendency of any other applicable federal or State bankruptcyreceivership, insolvency, liquidation, reorganization, arrangement, adjustment, composition or other similar law are pending judicial Proceeding relating to either of the Issuer Issuers or any other obligor on upon the Notes or any person having or claiming an ownership interest in the Collateral, or (2) a receiver, assignee, or trustee in bankruptcy or reorganization, or liquidator, sequestrator, or similar official has been appointed for or taken possession property of either of the Issuer Issuers or its property or the of such other obligor or persontheir creditors, or the Indenture Trustee (3) any other comparable judicial Proceedings are pending relating to the Issuer or other obligor on the Notes, or to the creditors or property of the Issuer or the other obligor, then, irrespective of whether the principal of any class of Notes is shall then be due and payable as therein expressed in them or by declaration or otherwise and irrespective of whether the Indenture Trustee has shall have made any demand pursuant for the payment of overdue principal or interest) shall be entitled and empowered, to this Section, with the consent of the Credit Enhancer the Indenture Trustee is authorized by intervention intervene in the Proceedings such proceeding or otherwise: (ia) to file and prove claims a claim for the entire amount of principal and interest and other all amounts owing on 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 other documents appropriate committee of creditors appointed in the matter, as may be necessary or advisable in order to have the claims of the Indenture Trustee, the Credit EnhancerNote Insurer (including, and of the Noteholders allowed in the Proceedings (including each case, any claim for the reasonable compensation to 52 58 compensation, expenses, disbursements and advances of the Indenture Trustee and each predecessor Indenture Trustee, the Note Insurer, and their respective agents and counsel, ) and for reimbursement of all 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)Noteholders allowed in such judicial Proceeding; (iib) to vote on behalf petition for lifting of the Holders of Notes in any election of a trustee, a standby trustee, or person performing similar functions in automatic stay and thereupon to foreclose upon the ProceedingsPledged Property as elsewhere provided herein; and (iiic) to collect and receive any moneys monies or other property payable or deliverable on any such claims and to distribute all amounts received on the claims of the Noteholders, the Credit Enhancer, and of the Indenture Trustee on their behalfsame; and any receiver, assignee, trustee, receiver, liquidator, custodian, or sequestrator (or other similar official official) in any such judicial Proceeding is hereby authorized by each of the Noteholders Noteholder to make such payments to the Indenture Trustee andTrustee, if and in the event that the Indenture Trustee consents shall consent to the Noteholders receiving making of such payments directlydirectly to the Note Insurer or the Noteholders, to pay to the Indenture Trustee amounts sufficient any amount due to cover it for the reasonable compensation to compensation, expenses, disbursements and advances of the Indenture Trustee, each predecessor Indenture Trustee, and their respective its agents and counsel, and all other 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, and . Nothing herein contained shall be deemed to pay all amounts due to the Credit Enhancer. (b) Nothing contained in this Indenture authorizes authorize the Indenture Trustee to authorize or to consent to or vote for or accept or adopt on behalf of the Note Insurer or any Noteholder or the Credit Enhancer any plan of reorganization, arrangement, adjustment, adjustment or composition affecting affecting, the Note Insurer, the Notes or the rights of any Noteholder Holder thereof, or the Credit Enhancer or authorizes to authorize the Indenture Trustee to vote on in respect of the claim of the Note Insurer or any Noteholder or the Credit Enhancer in any such proceeding except to vote for the election of a trustee in bankruptcy or similar personProceeding.

Indenture Trustee May File Proofs of Claim. (a) If (1) Proceedings under Title 11 of the United States Code or any other applicable federal or State bankruptcy, insolvency, or other similar law are pending relating to the Issuer or any other obligor on the Notes or any person having or claiming an ownership interest in the Collateral, or (2) a receiver, assignee, or trustee in bankruptcy or reorganization, or liquidator, sequestrator, or similar official has been appointed for or taken possession of the Issuer or its property or the other obligor or person, or (3) any other comparable judicial Proceedings are pending relating to the Issuer or other obligor on the Notes, or to the creditors or property of the Issuer or the other obligor, then, irrespective of whether the principal of any Notes is then payable as expressed in them or by declaration or otherwise and irrespective of whether the Indenture Trustee has made any demand pursuant to this Section, with the consent of the Credit Enhancer the Indenture Trustee is authorized by intervention in the Proceedings or otherwise: (i) to file and prove claims for the entire amount of principal and interest and other amounts owing on the Notes and to file any other documents appropriate to have the claims of the Indenture Trustee, the Credit Enhancer, and of the Noteholders allowed in the Proceedings (including any claim for reasonable compensation to the Indenture Trustee and each predecessor Indenture Trustee, the Credit Enhancer, and their respective agents and counsel, and for reimbursement of all expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee, and the Credit Enhancer, except as a result of negligence or bad faith); (ii) to vote on behalf of the Holders of Notes in any election of a trustee, a standby trustee, or person performing similar functions in the Proceedings; and (iii) to collect and receive any moneys or other property payable on any claims and to distribute all amounts received on the claims of the Noteholders, the Credit Enhancer, and of the Indenture Trustee on their behalf; and any trustee, receiver, liquidator, custodian, or other similar official in any Proceeding is hereby authorized by each of the Noteholders and the Credit Enhancer to make payments to the Indenture Trustee and, if the Indenture Trustee consents to the Noteholders receiving payments directly, to pay to the Indenture Trustee amounts sufficient to cover reasonable compensation to the Indenture Trustee, each predecessor Indenture Trustee, and their respective agents and counsel, and all other 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, and to pay all amounts due to the Credit Enhancer. (b) Nothing contained in this Indenture authorizes the Indenture Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Noteholder or the Credit Enhancer any plan of reorganization, arrangement, adjustment, or composition affecting the Notes or the rights of any Noteholder or the Credit Enhancer or authorizes the Indenture Trustee to vote on the claim of any Noteholder or the Credit Enhancer in any such proceeding except to vote for the election of a trustee in bankruptcy or similar person.

Indenture Trustee May File Proofs of Claim. (a) If (1) Proceedings under Title 11 In case of the United States Code or pendency of any other applicable federal or State bankruptcyreceivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other similar law are pending relating judicial proceeding relative to the Issuer or any other obligor on the Notes or any person having or claiming an ownership interest in the Collateral, or (2) a receiver, assigneeIssuer, or trustee in bankruptcy or reorganization, or liquidator, sequestrator, or similar official has been appointed for or taken possession of the Issuer or its property or the other obligor or person, or (3) any other comparable judicial Proceedings are pending relating to the Issuer or other obligor on the Notes, or to the creditors or property of the Issuer or Issuer, the other obligor, then, Indenture Trustee (irrespective of whether the principal of any the Notes is shall then be due and payable as therein expressed in them or by declaration or otherwise and irrespective of whether the Indenture Trustee has shall have made any demand pursuant to this Sectionon the Issuer for the payment of overdue principal or interest) shall be entitled and empowered, with the consent of the Credit Enhancer the Indenture Trustee is authorized by intervention in the Proceedings such proceeding or otherwise: (i) to file and prove claims a claim for the entire whole amount of principal and interest owing and other amounts owing on unpaid in respect of the Notes and to file any such other papers or documents appropriate as may be necessary 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, the Credit Enhancer, their agents and counsel) and of the Noteholders allowed in the Proceedings (including any claim for reasonable compensation to the Indenture Trustee and each predecessor Indenture Trustee, and their respective agents and counsel, and for reimbursement of all 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)such judicial proceeding; (ii) to vote on behalf of the Holders of Notes in any election of a trustee, a standby trustee, or person performing similar functions in the Proceedings; and (iii) to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute all amounts received on the claims same; and (iii) to participate as a member, voting or otherwise, of the Noteholders, the Credit Enhancer, and any official committee of the Indenture Trustee on their behalfcreditors appointed in such matter; and any trusteecustodian, receiver, liquidator, custodianassignee, trustee, sequestrator or other similar official in any Proceeding such judicial proceeding is hereby authorized by each of the Noteholders Noteholder to make such payments to the Indenture Trustee and, if the Indenture Trustee consents to the Noteholders receiving payments directly, and to pay to the Indenture Trustee amounts sufficient to cover any amount due it for the reasonable compensation to compensation, expenses, disbursements and advances of the Indenture Trustee and any predecessor KL2 2868730.8 Indenture Trustee, each predecessor Indenture Trustee, and their respective agents and counsel, and all any other expenses and liabilities incurred, and all advances made, by amounts due the Indenture Trustee and each any predecessor Indenture Trustee except as a result of negligence or bad faith, and to pay all amounts due to the Credit Enhancerunder Section 7.06 hereof. (b) Nothing herein contained in this Indenture authorizes 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 or the Credit Enhancer any plan of reorganization, arrangementagreement, adjustment, adjustment or composition affecting the Notes or the rights of any Noteholder thereof or affecting the Timeshare Loans or the Credit Enhancer other assets constituting the Trust Estate or authorizes to authorize the Indenture Trustee to vote on in respect of the claim of any Noteholder or the Credit Enhancer in any such proceeding except to vote for the election of a trustee in bankruptcy or similar personproceeding.

Indenture Trustee May File Proofs of Claim. (a) If (1) Proceedings under Title 11 of the United States Code or any other applicable federal or State bankruptcy, insolvency, or other similar law are pending relating to the Issuer or any other obligor on the Notes or any person having or claiming an ownership interest in the Collateral, or (2) a receiver, assignee, or trustee in bankruptcy or reorganization, or liquidator, sequestrator, or similar official has been appointed for or taken possession of the Issuer or its property or the other obligor or person, or (3) any other comparable judicial Proceedings are pending relating to the Issuer or other obligor on the Notes, or to the creditors or property of the Issuer or the other obligor, then, irrespective of whether the principal of any Notes is then payable as expressed in them or by declaration or otherwise and irrespective of whether the Indenture Trustee has made any demand pursuant to this Section, with the consent of the Credit Enhancer the Indenture Trustee is authorized by intervention in the Proceedings or otherwise: (i) to file and prove claims for the entire amount of principal owing on any Notes and interest owing on any Notes and other amounts owing on the any Notes and to file any other documents appropriate to have the claims of the Indenture Trustee, the Credit Enhancer, and of the Noteholders allowed in the Proceedings (including any claim for reasonable compensation to the Indenture Trustee and each predecessor Indenture Trustee, and their respective agents and counsel, and for reimbursement of all 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); (ii) to vote on behalf of the Holders of Notes in any election of a trustee, a standby trustee, or person performing similar functions in the Proceedings; and (iii) to collect and receive any moneys or other property payable on any claims and to distribute all amounts received on the claims of the Noteholders, the Credit Enhancer, and of the Indenture Trustee on their behalf; and any trustee, receiver, liquidator, custodian, or other similar official in any Proceeding is hereby authorized by each of the Noteholders to make payments to the Indenture Trustee and, if the Indenture Trustee consents to the Noteholders receiving payments directly, to pay to the Indenture Trustee amounts sufficient to cover reasonable compensation to the Indenture Trustee, each predecessor Indenture Trustee, and their respective agents and counsel, and all other 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, and to pay all amounts due to the Credit Enhancer. (b) Nothing contained in this Indenture authorizes the Indenture Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Noteholder or the Credit Enhancer any plan of reorganization, arrangement, adjustment, or composition affecting the Notes or the rights of any Noteholder or the Credit Enhancer or authorizes the Indenture Trustee to vote on the claim of any Noteholder or the Credit Enhancer in any such proceeding except to vote for the election of a trustee in bankruptcy or similar person.

Indenture Trustee May File Proofs of Claim. (a) If (1) Proceedings under Title 11 In case of the United States Code or pendency of any other applicable federal or State bankruptcyreceivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other similar law are pending relating judicial proceeding relative to the Issuer or any other obligor on upon the Notes or any person having or claiming an ownership interest in the Collateral, or (2) a receiver, assignee, or trustee in bankruptcy or reorganization, or liquidator, sequestrator, or similar official has been appointed for or taken possession of the Issuer or its property or the other obligor or person, or (3) any other comparable judicial Proceedings are pending relating to the Issuer or other obligor on the Notes, or to the creditors or property of the Issuer or of such other obligor or their creditors, the other obligor, then, Indenture Trustee (irrespective of whether the principal of the Notes of any Notes is Series shall then be due and payable as therein expressed in them or by declaration or otherwise and irrespective of whether the Indenture Trustee has shall have made any demand pursuant to this Sectionon the Issuer for the payment of overdue principal, with the consent of the Credit Enhancer the Indenture Trustee is authorized premium, if any, or interest) shall be entitled and empowered, by intervention in the Proceedings such proceeding or otherwise: (ia) to file and prove claims a claim for the entire whole amount, or such lesser amount as may be provided for in the Notes, of principal (and interest premium, if any) and other amounts interest, if any, owing on and unpaid in respect of the Notes and to file any such other papers or documents appropriate as may be necessary or advisable in order to have the claims of the Indenture TrusteeTrustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Credit Enhancer, Indenture Trustee and its agents and counsel) and of the Noteholders allowed in the Proceedings (including any claim for reasonable compensation to the Indenture Trustee and each predecessor Indenture Trustee, and their respective agents and counsel, and for reimbursement of all 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); (ii) to vote on behalf of the Holders of Notes in any election of a trustee, a standby trustee, or person performing similar functions in the Proceedingssuch judicial proceeding; and (iiib) to collect and receive any moneys money or other property payable or deliverable on any such claims and to distribute all amounts received on the claims of the Noteholders, the Credit Enhancer, and of the Indenture Trustee on their behalfsame; and any trusteecustodian, receiver, assignee, trustee, liquidator, custodian, sequestrator (or other similar official official) in any Proceeding such judicial proceeding is hereby authorized by each Noteholder of the Noteholders Notes to make such payments to the Indenture Trustee andTrustee, and if the Indenture Trustee consents shall consent to the Noteholders receiving making of such payments directlydirectly to the Noteholders, to pay to the Indenture Trustee amounts sufficient any amount due to cover it for the reasonable compensation to compensation, expenses, disbursements and advances of the Indenture Trustee, each Trustee and any predecessor Indenture Trustee, and their respective agents and counsel, and all any other expenses and liabilities incurred, and all advances made, by amounts due the Indenture Trustee and each or any predecessor Indenture Trustee except as a result of negligence or bad faith, and Trustee. Nothing herein contained shall be deemed to pay all amounts due to the Credit Enhancer. (b) Nothing contained in this Indenture authorizes authorize the Indenture Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Noteholder or the Credit Enhancer of a Note any plan of reorganization, arrangement, adjustment, adjustment or composition affecting the Notes or the rights of any Noteholder thereof, or the Credit Enhancer or authorizes to authorize the Indenture Trustee to vote on in respect of the claim of any Noteholder or the Credit Enhancer of a Note in any such proceeding except proceeding. In any proceedings brought by the Indenture Trustee (and also any proceedings involving the interpretation of any provision of this Indenture to vote for which the election of Indenture Trustee shall be a trustee in bankruptcy or similar personparty), the Indenture Trustee shall be held to represent all the Noteholders, and it shall not be necessary to make any Noteholders parties to any such proceedings.

Indenture Trustee May File Proofs of Claim. (a) If If (1) Proceedings under Title 11 of the United States Code or any other applicable federal or State bankruptcy, insolvency, or other similar law are pending relating to the Issuer or any other obligor on the Notes or any person having or claiming an ownership interest in the Collateral, or or (2) a receiver, assignee, or trustee in bankruptcy or reorganization, or liquidator, sequestrator, or similar official has been appointed for or taken possession of the Issuer or its property or the other obligor or person, or or (3) any other comparable judicial Proceedings are pending relating to the Issuer or other obligor on the Notes, or to the creditors or property of the Issuer or the other obligor, then, irrespective of whether the principal of any Notes is then payable as expressed in them or by declaration or otherwise and irrespective of whether the Indenture Trustee has made any demand pursuant to this Section, with the consent of the Credit Enhancer the Indenture Trustee is authorized by intervention in the Proceedings or otherwise: : (i) to file and prove claims for the entire amount of principal and interest and other amounts owing on the Notes and to file any other documents appropriate to have the claims of the Indenture Trustee, the Credit Enhancer, and of the Noteholders allowed in the Proceedings (including any claim for reasonable compensation to the Indenture Trustee and each predecessor Indenture Trustee, and their respective agents and counsel, and for reimbursement of all 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); ; (ii) to vote on behalf of the Holders of Notes in any election of a trustee, a standby trustee, or person performing similar functions in the Proceedings; and and (iii) to collect and receive any moneys or other property payable on any claims and to distribute all amounts received on the claims of the Noteholders, the Credit Enhancer, and of the Indenture Trustee on their behalf; and any trustee, receiver, liquidator, custodian, or other similar official in any Proceeding is hereby authorized by each of the Noteholders to make payments to the Indenture Trustee and, if the Indenture Trustee consents to the Noteholders receiving payments directly, to pay to the Indenture Trustee amounts sufficient to cover reasonable compensation to the Indenture Trustee, each predecessor Indenture Trustee, and their respective agents and counsel, and all other 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, and to pay all amounts due to the Credit Enhancer. (b) Nothing contained in this Indenture authorizes the Indenture Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Noteholder or the Credit Enhancer any plan of reorganization, arrangement, adjustment, or composition affecting the Notes or the rights of any Noteholder or the Credit Enhancer or authorizes the Indenture Trustee to vote on the claim of any Noteholder or the Credit Enhancer in any such proceeding except to vote for the election of a trustee in bankruptcy or similar person.

Indenture Trustee May File Proofs of Claim. (a) If (1) Proceedings under Title 11 In case of the United States Code or pendency of any other applicable federal or State bankruptcyreceivership, insolvency, liquidation, bankruptcy or other similar law are pending relating proceeding relative to the Issuer or any other obligor on upon the Notes or any person having or claiming an ownership interest in the Collateral, or (2) a receiver, assignee, or trustee in bankruptcy or reorganization, or liquidator, sequestrator, or similar official has been appointed for or taken possession of the Issuer or its property or the other obligor or person, or (3) any other comparable judicial Proceedings are pending relating to the Issuer or other obligor on the Notes, or to the creditors or property of the Issuer or the of such other obligor, then, the Indenture Trustee (irrespective of whether the principal of any the Notes is will then be due and payable as therein expressed in them or by declaration or otherwise otherwise) will be entitled and irrespective of whether the Indenture Trustee has made any demand pursuant to this Section, with the consent of the Credit Enhancer the Indenture Trustee is authorized empowered by intervention in the Proceedings such proceeding or otherwise:, (i) to file and prove claims a claim for the entire whole amount of principal and interest owing and other amounts owing on unpaid in respect of the Notes and to file any such other papers or documents appropriate 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 Credit Enhancer, Indenture Trustee under Section 707) and of the Noteholders allowed in the Proceedings (including any claim for reasonable compensation to the Indenture Trustee and each predecessor Indenture Trusteesuch judicial proceeding, and their respective agents and counsel, and for reimbursement of all 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);and (ii) to vote on behalf of the Holders of Notes in any election of a trustee, a standby trustee, or person performing similar functions in the Proceedings; and (iii) to collect and receive any moneys funds or other property payable or deliverable on any such claims and to distribute all amounts received on the claims of the Noteholders, the Credit Enhancer, and of the Indenture Trustee on their behalfsame; and any receiver, assignee, trustee, receiver, liquidator, custodian, liquidator or other similar official in any Proceeding such proceeding is hereby authorized by each of the Noteholders Noteholder to make payments such payment to the Indenture Trustee andTrustee, if and in the event that the Indenture Trustee consents will consent to the Noteholders receiving making of such payments directlydirectly to the Noteholders, to pay to the Indenture Trustee amounts sufficient any amount due to cover it for the reasonable compensation to compensation, expenses, disbursements and advances of the Indenture Trustee, each predecessor Indenture Trustee, and their respective its agents and counsel, and all any other expenses and liabilities incurred, and all advances made, by amounts due the Indenture Trustee and each predecessor Indenture Trustee except as a result of negligence or bad faith, and under Section 707. Nothing herein contained will be deemed to pay all amounts due to the Credit Enhancer. (b) Nothing contained in this Indenture authorizes authorize the Indenture Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Noteholder or the Credit Enhancer any plan of reorganization, arrangement, adjustment, adjustment or composition affecting the Notes or the rights of any Noteholder Holder thereof, or the Credit Enhancer or authorizes to authorize the Indenture Trustee to vote on in respect of the claim of any Noteholder or the Credit Enhancer in any such proceeding except to vote for the election of a trustee in bankruptcy or similar personproceeding.