Common use of Representations and Warranties Regarding Security Interest and Loan Files Clause in Contracts

Representations and Warranties Regarding Security Interest and Loan Files. (i) Payment of principal and interest on the Notes in accordance with their terms and the performance by the Issuer of all its obligations under this Indenture and Servicing Agreement are secured by the Trust Estate. The Grant contained in the “Granting Clause” of this Indenture and Servicing Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Trust Estate in favor of the Indenture Trustee, which security interest is prior to all other Liens arising under the UCC, and is enforceable as such against creditors of the Issuer, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). (ii) The Timeshare Loans and the documents evidencing such Timeshare Loans constitute either “accounts”, “chattel paper”, “instruments” or “general intangibles” within the meaning of the applicable UCC. (iii) The Issuer owns and has good and marketable title to the Trust Estate free and clear of any Lien, claim or encumbrance of any Person. (iv) The Issuer has caused or will have caused, within ten days of the Closing Date and Funding Date, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Trust Estate granted to the Indenture Trustee hereunder. (v) All original executed copies of each Obligor Note that constitute or evidence the Trust Estate have been delivered to the Custodian and the Issuer has received a Trust Receipt therefor, which acknowledges that the Custodian is holding the Obligor Notes that constitute or evidence the Trust Estate solely on behalf and for the benefit of the Indenture Trustee. (vi) Other than the security interest granted to the Indenture Trustee pursuant to this Indenture and Servicing Agreement, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Trust Estate. The Issuer has not authorized the filing of and is not aware of any financing statements against the Issuer that include a description of collateral covering the Trust Estate other than any financing statement relating to the security interest granted to the Indenture Trustee hereunder or that has been terminated. (vii) All financing statements filed or to be filed against the Issuer in favor of the Indenture Trustee in connection herewith describing the Trust Estate contain a statement to the following effect: “A purchase of or security interest in any collateral described in this financing statement will violate the rights of the Secured Party.” (viii) None of the Obligor Notes that constitute or evidence the Trust Estate has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Indenture Trustee. The foregoing representations and warranties in Section 12.01(m)(i) – (viii) shall remain in full force and effect and shall not be waived or amended until the Notes are paid in full or otherwise released or discharged.

Representations and Warranties Regarding Security Interest and Loan Files. (iA) Payment In the event of principal and interest on the Notes in accordance with their terms and characterization of the performance by the Issuer of all its obligations transfers under this Indenture and Servicing Agreement are secured by as a loan, the Trust Estate. The Grant contained in the “Granting Clause” of this Indenture and Servicing Agreement grant under Section 3 hereof creates a valid and continuing security interest (as defined in the applicable UCC) in the Trust Estate Conveyed Timeshare Property in favor of the Indenture TrusteeIssuer, which security interest is prior to all other Liens arising under the UCC, and is enforceable as such against creditors of the IssuerSeller, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting affected creditors’ rights and remedies generally, and to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). (iiB) The Timeshare Loans and the documents evidencing such Timeshare Loans constitute either “accounts”, “chattel paper”, “instruments” or “general intangibles” within the meaning of the applicable UCC. (iiiC) The Issuer Seller owns and has good and marketable title to the Trust Estate Conveyed Timeshare Property free and clear of any Lien, claim or encumbrance of any Person. (ivD) The Issuer Seller has caused or will have caused, within ten days of the Closing Date and Funding Date, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Trust Estate Conveyed Timeshare Property granted to the Issuer and by the Issuer to the Indenture Trustee hereunderTrustee. (vE) All original executed copies of each Obligor Note that constitute or evidence the Trust Estate any Conveyed Timeshare Property have been delivered to the Custodian and the Issuer has received a Trust Receipt therefor, which acknowledges that the Custodian is holding the Obligor Notes that constitute or evidence the Trust Estate any Conveyed Timeshare Property solely on behalf and for the benefit of the Indenture Trustee. (viF) Other than as contemplated by this Agreement and the security interest granted to the Indenture Trustee pursuant to this Indenture and Servicing AgreementIndenture, the Issuer Seller has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Trust EstateConveyed Timeshare Property. The Issuer Seller has not authorized the filing of and is not aware of any financing statements against the Issuer Seller that include a description of collateral covering the Trust Estate any Conveyed Timeshare Property other than any financing statement relating to the security interest granted to the Issuer and the Indenture Trustee hereunder hereunder, under the Indenture or that has been terminated. (viiG) All financing statements filed or to be filed against the Issuer Seller in favor of the Issuer and the Indenture Trustee in connection herewith describing the Trust Estate Conveyed Timeshare Property contain a statement to the following effect: “A purchase of or security interest in any collateral described in this financing statement will violate the rights of the Secured Party.” (viiiH) None of the Obligor Notes that constitute or evidence the Trust Estate any Conveyed Timeshare Property has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than to the Issuer and by the Issuer to the Indenture Trustee. The foregoing representations and warranties in Section 12.01(m)(i) – (viii5(a)(xviii) shall remain in full force and effect and shall not be waived or amended until the Notes are paid in full or otherwise released or discharged.

Representations and Warranties Regarding Security Interest and Loan Files. (i) Payment of principal and interest on the Notes in accordance with their terms and the performance by the Issuer of all of its obligations under this Indenture and Servicing Agreement are secured by the Trust Estate. The Grant contained in the “Granting Clause” of this Indenture and Servicing Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Trust Estate in favor of the Indenture Trustee, which security interest is prior to all other Liens arising under the UCC, and is enforceable as such against creditors of the Issuer, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting affected creditors’ rights and remedies generally, and to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). (ii) The Timeshare Loans and the documents evidencing such Timeshare Loans constitute either “accounts”, “chattel paper”, “instruments” or “general intangibles” within the meaning of the applicable UCC. (iii) The Issuer owns and has good and marketable title to the Trust Estate free and clear of any Lien, claim or encumbrance of any Person. (iv) The Issuer has caused or will have caused, within ten days of the Closing Date and Funding Date, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Trust Estate granted to the Indenture Trustee hereunder. (v) All original executed copies of each Obligor Note that constitute or evidence the Trust Estate have been delivered to the Custodian and the Issuer has received a Trust Receipt therefor, which acknowledges that the Custodian is holding the Obligor Notes that constitute or evidence the Trust Estate solely on behalf and for the benefit of the Indenture Trustee. (vi) Other than the security interest granted to the Indenture Trustee pursuant to this Indenture and Servicing AgreementIndenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Trust Estate. The Issuer has not authorized the filing of and is not aware of any financing statements against the Issuer that include a description of collateral covering the Trust Estate other than any financing statement relating to the security interest granted to the Indenture Trustee hereunder or that has been terminated. (vii) All financing statements filed or to be filed against the Issuer in favor of the Indenture Trustee in connection herewith describing the Trust Estate contain a statement to the following effect: “A purchase of or security interest in any collateral described in this financing statement will violate the rights of the Secured Party.” (viii) None of the Obligor Notes that constitute or evidence the Trust Estate has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Indenture Trustee. The foregoing representations and warranties in Section 12.01(m)(i12.01(o)(i) – (viii) shall remain in full force and effect and shall not be waived or amended until the Notes are paid in full or otherwise released or discharged.

Representations and Warranties Regarding Security Interest and Loan Files. (i1) Payment In the event of principal and interest on the Notes in accordance with their terms and characterization of the performance by the Issuer of all its obligations transfers under this Indenture and Servicing Agreement are secured by as a loan, the Trust Estate. The Grant contained in the “Granting Clause” of this Indenture and Servicing Agreement grant under Section 3 hereof creates a valid and continuing security interest (as defined in the applicable UCC) in the Trust Estate Conveyed Timeshare Property in favor of the Indenture TrusteeIssuer, which security interest is prior to all other Liens arising under the UCC, and is enforceable as such against creditors of the IssuerDepositor, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting affected creditors’ rights and remedies generally, and to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). (ii2) The Timeshare Loans and the documents evidencing such Timeshare Loans constitute either “accounts”, “chattel paper”, “instruments” or “general intangibles” within the meaning of the applicable UCC. (iii3) The Issuer Depositor owns and has good and marketable title to the Trust Estate Conveyed Timeshare Property free and clear of any Lien, claim or encumbrance of any Person. (iv4) The Issuer Depositor has caused or will have caused, within ten days of the Amendment Closing Date and Funding Date, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Trust Estate Conveyed Timeshare Property granted to the Issuer and by the Issuer to the Indenture Trustee hereunderTrustee. (v5) All original executed copies of each Obligor Note that constitute or evidence the Trust Estate any Conveyed Timeshare Property have been delivered to the Custodian and the Issuer has received a Trust Receipt therefortherefore, which acknowledges that the Custodian is holding the Obligor Notes that constitute or evidence the Trust Estate any Conveyed Timeshare Property solely on behalf and for the benefit of the Indenture Trustee. (vi6) Other than as contemplated by this Agreement and the security interest granted to the Indenture Trustee pursuant to this Indenture and Servicing AgreementIndenture, the Issuer Depositor has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Trust EstateConveyed Timeshare Property. KL2 2879244.6 The Issuer Depositor has not authorized the filing of and is not aware of any financing statements against the Issuer Depositor that include a description of collateral covering the Trust Estate any Conveyed Timeshare Property other than any financing statement relating to the security interest granted to the Issuer and the Indenture Trustee hereunder hereunder, under the Indenture or that has been terminated. (vii7) All financing statements filed or to be filed against the Issuer Depositor in favor of the Issuer and the Indenture Trustee in connection herewith describing the Trust Estate Conveyed Timeshare Property contain a statement to the following effect: “A purchase of or security interest in any collateral described in this financing statement will violate the rights of the Secured Party.” (viii) 8) None of the Obligor Notes that constitute or evidence the Trust Estate any Conveyed Timeshare Property has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than to the Issuer and by the Issuer to the Indenture Trustee. The foregoing representations and warranties in Section 12.01(m)(i) – (viii5(a)(xviii) shall remain in full force and effect and shall not be waived or amended until the Notes are paid in full or otherwise released or discharged.

Representations and Warranties Regarding Security Interest and Loan Files. (iA) Payment In the event of principal and interest on the Notes in accordance with their terms and characterization of the performance by the Issuer of all its obligations transfers under this Indenture and Servicing Agreement are secured by as a loan, the Trust Estate. The Grant contained in the “Granting Clause” of this Indenture and Servicing Agreement grant under Section 3 hereof creates a valid and continuing security interest (as defined in the applicable UCC) in the Trust Estate Conveyed Timeshare Property in favor of the Indenture TrusteeIssuer, which security interest is prior to all other Liens arising under the UCC, and is enforceable as such against creditors of the IssuerSeller, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting affected creditors’ rights and remedies generally, and to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). (iiB) The Timeshare Loans and the documents evidencing such Timeshare Loans constitute either “accounts”, “chattel paper”, “instruments” or “general intangibles” within the meaning of the applicable UCC. (iiiC) The Issuer Seller owns and has good and marketable title to the Trust Estate Conveyed Timeshare Property free and clear of any Lien, claim or encumbrance of any Person. (ivD) The Issuer Seller has caused or will have caused, within ten days of the Closing Date and Funding Date, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Trust Estate Conveyed Timeshare Property granted to the Issuer and by the Issuer to the Indenture Trustee hereunderTrustee. (vE) All original executed copies of each Obligor Note that constitute or evidence the Trust Estate any Conveyed Timeshare Property have been delivered to the Custodian and the Issuer has received a Trust Receipt therefor, which acknowledges that the Custodian is holding the Obligor Notes that constitute or evidence the Trust Estate any Conveyed Timeshare Property solely on behalf and for the benefit of the Indenture Trustee. (viF) Other than as contemplated by this Agreement and the security interest granted to the Indenture Trustee pursuant to this Indenture and Servicing AgreementIndenture, the Issuer Seller has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Trust EstateConveyed Timeshare Property. The Issuer Seller has not authorized the filing of and is not aware of any financing KL2 2776978.7 statements against the Issuer Seller that include a description of collateral covering the Trust Estate any Conveyed Timeshare Property other than any financing statement relating to the security interest granted to the Issuer and the Indenture Trustee hereunder hereunder, under the Indenture or that has been terminated. (viiG) All financing statements filed or to be filed against the Issuer Seller in favor of the Issuer and the Indenture Trustee in connection herewith describing the Trust Estate Conveyed Timeshare Property contain a statement to the following effect: “A purchase of or security interest in any collateral described in this financing statement will violate the rights of the Secured Party.” (viiiH) None of the Obligor Notes that constitute or evidence the Trust Estate any Conveyed Timeshare Property has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than to the Issuer and by the Issuer to the Indenture Trustee. The foregoing representations and warranties in Section 12.01(m)(i) – (viii5(a)(xviii) shall remain in full force and effect and shall not be waived or amended until the Notes are paid in full or otherwise released or discharged.

Representations and Warranties Regarding Security Interest and Loan Files. (i) Payment of principal and interest on the Notes in accordance with their terms and the performance by the Issuer of all its obligations under this Indenture and Servicing Agreement are secured by the Trust Estate. The Grant contained in the “Granting Clause” of this Indenture and Servicing Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Trust Estate in favor of the Indenture Trustee, which security interest is prior to all other Liens arising under the UCC, and is enforceable as such against creditors of the Issuer, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). (ii) The Timeshare Loans and the documents evidencing such Timeshare Loans constitute either “accounts”, “chattel paper”, “instruments” or “general intangibles” within the meaning of the applicable UCC. (iii) The Issuer owns and has good and marketable title to the Trust Estate free and clear of any Lien, claim or encumbrance of any Person. (iv) The Issuer has caused or will have caused, within ten days of the Closing Date and Funding Date, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Trust Estate granted to the Indenture Trustee hereunder. (v) All original executed copies of each Obligor Note that constitute or evidence the Trust Estate have been delivered to the Custodian and the Issuer has received a Trust Receipt therefor, which acknowledges that the Custodian is holding the Obligor Notes that constitute or evidence the Trust Estate solely on behalf and for the benefit of the Indenture Trustee. (vi) Other than the security interest granted to the Indenture Trustee pursuant to this Indenture and Servicing Agreement, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Trust Estate. The Issuer has not authorized the filing of and is not aware of any financing statements against the Issuer that include a description of collateral covering the Trust Estate other than any financing statement relating to the security interest granted to the Indenture Trustee hereunder or that has been terminated.. KL2 2787938.7 (vii) All financing statements filed or to be filed against the Issuer in favor of the Indenture Trustee in connection herewith describing the Trust Estate contain a statement to the following effect: “A purchase of or security interest in any collateral described in this financing statement will violate the rights of the Secured Party.” (viii) None of the Obligor Notes that constitute or evidence the Trust Estate has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Indenture Trustee. The foregoing representations and warranties in Section 12.01(m)(i) – (viii) shall remain in full force and effect and shall not be waived or amended until the Notes are paid in full or otherwise released or discharged.

Representations and Warranties Regarding Security Interest and Loan Files. (iA) Payment In the event of principal and interest on the Notes in accordance with their terms and characterization of the performance by the Issuer of all its obligations transfers under this Indenture and Servicing Agreement are secured by as a loan, the Trust Estate. The Grant contained in the “Granting Clause” of this Indenture and Servicing Agreement grant under Section 3 hereof creates a valid and continuing security interest (as defined in the applicable UCC) in KL2 2869714.8 the Trust Estate Conveyed Timeshare Property in favor of the Indenture TrusteeIssuer, which security interest is prior to all other Liens arising under the UCC, and is enforceable as such against creditors of the IssuerSeller, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting affected creditors’ rights and remedies generally, and to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). (iiB) The Timeshare Loans and the documents evidencing such Timeshare Loans constitute either “accounts”, “chattel paper”, “instruments” or “general intangibles” within the meaning of the applicable UCC. (iiiC) The Issuer Seller owns and has good and marketable title to the Trust Estate Conveyed Timeshare Property free and clear of any Lien, claim or encumbrance of any Person. (ivD) The Issuer Seller has caused or will have caused, within ten days of the Closing Date and Funding Date, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Trust Estate Conveyed Timeshare Property granted to the Issuer and by the Issuer to the Indenture Trustee hereunderTrustee. (vE) All original executed copies of each Obligor Note that constitute or evidence the Trust Estate any Conveyed Timeshare Property have been delivered to the Custodian and the Issuer has received a Trust Receipt therefor, which acknowledges that the Custodian is holding the Obligor Notes that constitute or evidence the Trust Estate any Conveyed Timeshare Property solely on behalf and for the benefit of the Indenture Trustee. (viF) Other than as contemplated by this Agreement and the security interest granted to the Indenture Trustee pursuant to this Indenture and Servicing AgreementIndenture, the Issuer Seller has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Trust EstateConveyed Timeshare Property. The Issuer Seller has not authorized the filing of and is not aware of any financing statements against the Issuer Seller that include a description of collateral covering the Trust Estate any Conveyed Timeshare Property other than any financing statement relating to the security interest granted to the Issuer and the Indenture Trustee hereunder hereunder, under the Indenture or that has been terminated. (viiG) All financing statements filed or to be filed against the Issuer Seller in favor of the Issuer and the Indenture Trustee in connection herewith describing the Trust Estate Conveyed Timeshare Property contain a statement to the following effect: “A purchase of or security interest in any collateral described in this financing statement will violate the rights of the Secured Party.”” KL2 2869714.8 (viiiH) None of the Obligor Notes that constitute or evidence the Trust Estate any Conveyed Timeshare Property has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than to the Issuer and by the Issuer to the Indenture Trustee. The foregoing representations and warranties in Section 12.01(m)(i) – (viii5(a)(xviii) shall remain in full force and effect and shall not be waived or amended until the Notes are paid in full or otherwise released or discharged.

Representations and Warranties Regarding Security Interest and Loan Files. (i) Payment of principal and interest on the Notes in accordance with their terms and the performance by the Issuer of all its obligations under this Indenture and Servicing Agreement are secured by the Trust Estate. The Grant contained in the “Granting Clause” of this Indenture and Servicing Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Trust Estate in favor of the Indenture Trustee, which security interest is prior to all other Liens arising under the UCC, and is enforceable as such against creditors of the Issuer, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). (ii) The Timeshare Loans and the documents evidencing such Timeshare Loans constitute either “accounts”, “chattel paper”, “instruments” or “general intangibles” within the meaning of the applicable UCC. (iii) The Issuer owns and has good and marketable title to the Trust Estate free and clear of any Lien, claim or encumbrance of any Person. (iv) The Issuer has caused or will have caused, within ten days of the Closing Date and Funding Date, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Trust Estate granted to the Indenture Trustee hereunder. (v) All original executed copies of each Obligor Note that constitute or evidence the Trust Estate have been delivered to the Custodian and the Issuer has received a Trust Receipt therefor, which acknowledges that the Custodian is holding the Obligor Notes that constitute or evidence the Trust Estate solely on behalf and for the benefit of the Indenture Trustee. (vi) Other than the security interest granted to the Indenture Trustee pursuant to this Indenture and Servicing AgreementIndenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Trust Estate. The Issuer has not authorized the filing of and is not aware of any financing statements against the Issuer that include a description of collateral covering the Trust Estate other than any financing statement relating to the security interest granted to the Indenture Trustee hereunder or that has been terminated. (vii) All financing statements filed or to be filed against the Issuer in favor of the Indenture Trustee in connection herewith describing the Trust Estate contain a statement to the following effect: “A purchase of or security interest in any collateral described in this financing statement will violate the rights of the Secured Party.” (viii) None of the Obligor Notes that constitute or evidence the Trust Estate has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Indenture Trustee. The foregoing representations and warranties in Section 12.01(m)(i12.01(o)(i) – (viii) shall remain in full force and effect and shall not be waived or amended until the Notes are paid in full or otherwise released or discharged.

Representations and Warranties Regarding Security Interest and Loan Files. (i1) Payment In the event of principal and interest on the Notes in accordance with their terms and characterization of the performance by the Issuer of all its obligations transfers under this Indenture and Servicing Agreement are secured by as a loan, the Trust Estate. The Grant contained in the “Granting Clause” of this Indenture and Servicing Agreement grant under Section 3 hereof creates a valid and continuing security interest (as defined in the applicable UCC) in the Trust Estate Conveyed Timeshare Property in favor of the Indenture TrusteeIssuer, which security interest is prior to all other Liens arising under the UCC, and is enforceable as such against creditors of the IssuerDepositor, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting affected creditors’ rights and remedies generally, and to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). (ii2) The Timeshare Loans and the documents evidencing such Timeshare Loans constitute either “accounts”, “chattel paper”, “instruments” or “general intangibles” within the meaning of the applicable UCC. (iii3) The Issuer Depositor owns and has good and marketable title to the Trust Estate Conveyed Timeshare Property free and clear of any Lien, claim or encumbrance of any Person. (iv4) The Issuer Depositor has caused or will have caused, within ten days of the Amendment Closing Date and Funding Date, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Trust Estate Conveyed Timeshare Property granted to the Issuer and by the Issuer to the Indenture Trustee hereunderTrustee. (v5) All original executed copies of each Obligor Note that constitute or evidence the Trust Estate any Conveyed Timeshare Property have been delivered to the Custodian and the Issuer has received a Trust Receipt therefor, which acknowledges that the Custodian is holding the Obligor Notes that constitute or evidence the Trust Estate any Conveyed Timeshare KL2 2787975.6 Property solely on behalf and for the benefit of the Indenture Trustee. (vi6) Other than as contemplated by this Agreement and the security interest granted to the Indenture Trustee pursuant to this Indenture and Servicing AgreementIndenture, the Issuer Depositor has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Trust EstateConveyed Timeshare Property. The Issuer Depositor has not authorized the filing of and is not aware of any financing statements against the Issuer Depositor that include a description of collateral covering the Trust Estate any Conveyed Timeshare Property other than any financing statement relating to the security interest granted to the Issuer and the Indenture Trustee hereunder hereunder, under the Indenture or that has been terminated. (vii7) All financing statements filed or to be filed against the Issuer Depositor in favor of the Issuer and the Indenture Trustee in connection herewith describing the Trust Estate Conveyed Timeshare Property contain a statement to the following effect: “A purchase of or security interest in any collateral described in this financing statement will violate the rights of the Secured Party.” (viii) 8) None of the Obligor Notes that constitute or evidence the Trust Estate any Conveyed Timeshare Property has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than to the Issuer and by the Issuer to the Indenture Trustee. The foregoing representations and warranties in Section 12.01(m)(i) – (viii5(a)(xviii) shall remain in full force and effect and shall not be waived or amended until the Notes are paid in full or otherwise released or discharged.

Representations and Warranties Regarding Security Interest and Loan Files. (i) Payment of principal and interest on the Notes in accordance with their terms and the performance by the Issuer of all its obligations under this Indenture and Servicing Agreement are secured by the Trust Estate. The Grant contained in the “Granting Clause” of this Indenture and Servicing Agreement creates a valid and continuing security interest KL2 2878899.10 (as defined in the applicable UCC) in the Trust Estate in favor of the Indenture Trustee, which security interest is prior to all other Liens arising under the UCC, and is enforceable as such against creditors of the Issuer, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). (ii) The Timeshare Loans and the documents evidencing such Timeshare Loans constitute either “accounts”, “chattel paper”, “instruments” or “general intangibles” within the meaning of the applicable UCC. (iii) The Issuer owns and has good and marketable title to the Trust Estate free and clear of any Lien, claim or encumbrance of any Person. (iv) The Issuer has caused or will have caused, within ten days of the Closing Date and Funding Date, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Trust Estate granted to the Indenture Trustee hereunder. (v) All original executed copies of each Obligor Note that constitute or evidence the Trust Estate have been delivered to the Custodian and the Issuer has received a Trust Receipt therefor, which acknowledges that the Custodian is holding the Obligor Notes that constitute or evidence the Trust Estate solely on behalf and for the benefit of the Indenture Trustee. (vi) Other than the security interest granted to the Indenture Trustee pursuant to this Indenture and Servicing Agreement, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Trust Estate. The Issuer has not authorized the filing of and is not aware of any financing statements against the Issuer that include a description of collateral covering the Trust Estate other than any financing statement relating to the security interest granted to the Indenture Trustee hereunder or that has been terminated. (vii) All financing statements filed or to be filed against the Issuer in favor of the Indenture Trustee in connection herewith describing the Trust Estate contain a statement to the following effect: “A purchase of or security interest in any collateral described in this financing statement will violate the rights of the Secured Party.” (viii) None of the Obligor Notes that constitute or evidence the Trust Estate has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Indenture Trustee. The foregoing representations and warranties in Section 12.01(m)(i) – (viii) shall remain in full force and effect and shall not be waived or amended until the Notes are paid in full or otherwise released or discharged.. KL2 2878899.10

Representations and Warranties Regarding Security Interest and Loan Files. (i) Payment of principal and interest on the Notes in accordance with their terms and the performance by the Issuer of all of its obligations under this Indenture and Servicing Agreement are secured by the Trust Estate. The Grant contained in the “Granting Clause” of this Indenture and Servicing Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Trust Estate in favor of the Indenture Trustee, which security interest is prior to all other Liens arising under the UCC, and is enforceable as such against creditors of the Issuer, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting affected creditors’ rights and remedies generally, and to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). (ii) The Timeshare Loans and the documents evidencing such Timeshare Loans constitute either “accounts”, “chattel paper”, “instruments” or “general intangibles” within the meaning of the applicable UCC. (iii) The Issuer owns and has good and marketable title to the Trust Estate free and clear of any Lien, claim or encumbrance of any Person. (iv) The Issuer has caused or will have caused, within ten days of the Closing Date and Funding Date, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Trust Estate granted to the Indenture Trustee hereunder. (v) All original executed copies of each Obligor Note that constitute or evidence the Trust Estate have been delivered to the Custodian and the Issuer has received a Trust Receipt therefor, which acknowledges that the Custodian is holding the Obligor Notes that constitute or evidence the Trust Estate solely on behalf and for the benefit of the Indenture Trustee. (vi) Other than the security interest granted to the Indenture Trustee pursuant to this Indenture and Servicing AgreementIndenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Trust Estate. The Issuer has not authorized the filing of and is not aware of any financing statements against the Issuer that include a description of KL2 2868730.8 collateral covering the Trust Estate other than any financing statement relating to the security interest granted to the Indenture Trustee hereunder or that has been terminated. (vii) All financing statements filed or to be filed against the Issuer in favor of the Indenture Trustee in connection herewith describing the Trust Estate contain a statement to the following effect: “A purchase of or security interest in any collateral described in this financing statement will violate the rights of the Secured Party.” (viii) None of the Obligor Notes that constitute or evidence the Trust Estate has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Indenture Trustee. The foregoing representations and warranties in Section 12.01(m)(i12.01(o)(i) – (viii) shall remain in full force and effect and shall not be waived or amended until the Notes are paid in full or otherwise released or discharged.

Representations and Warranties Regarding Security Interest and Loan Files. (i) Payment of principal and interest on the Notes in accordance with their terms and the performance by the Issuer of all of its obligations under this Indenture and Servicing Agreement are secured by the Trust Estate. The Grant contained in the “Granting Clause” of this Indenture and Servicing Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Trust Estate in favor of the Indenture Trustee, which security interest is prior to all other Liens arising under the UCC, and is enforceable as such against creditors of the Issuer, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting affected creditors’ rights and remedies generally, and to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). (ii) The Timeshare Loans and the documents evidencing such Timeshare Loans constitute either “accounts”, “chattel paper”, “instruments” or “general intangibles” within the meaning of the applicable UCC. (iii) The Issuer owns and has good and marketable title to the Trust Estate free and clear of any Lien, claim or encumbrance of any Person. (iv) The Issuer has caused or will have caused, within ten days of the Closing Date and Funding Date, the filing of all appropriate financing statements in the proper filing office in the KL2 2817472.7 appropriate jurisdictions under applicable law in order to perfect the security interest in the Trust Estate granted to the Indenture Trustee hereunder. (v) All original executed copies of each Obligor Note that constitute or evidence the Trust Estate have been delivered to the Custodian and the Issuer has received a Trust Receipt therefor, which acknowledges that the Custodian is holding the Obligor Notes that constitute or evidence the Trust Estate solely on behalf and for the benefit of the Indenture Trustee. (vi) Other than the security interest granted to the Indenture Trustee pursuant to this Indenture and Servicing AgreementIndenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Trust Estate. The Issuer has not authorized the filing of and is not aware of any financing statements against the Issuer that include a description of collateral covering the Trust Estate other than any financing statement relating to the security interest granted to the Indenture Trustee hereunder or that has been terminated. (vii) All financing statements filed or to be filed against the Issuer in favor of the Indenture Trustee in connection herewith describing the Trust Estate contain a statement to the following effect: “A purchase of or security interest in any collateral described in this financing statement will violate the rights of the Secured Party.” (viii) None of the Obligor Notes that constitute or evidence the Trust Estate has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Indenture Trustee. The foregoing representations and warranties in Section 12.01(m)(i12.01(o)(i) – (viii) shall remain in full force and effect and shall not be waived or amended until the Notes are paid in full or otherwise released or discharged.

Representations and Warranties Regarding Security Interest and Loan Files. (iA) Payment In the event of principal and interest on the Notes in accordance with their terms and characterization of the performance by the Issuer of all its obligations transfers under this Indenture and Servicing Agreement are secured by as a loan, the Trust Estate. The Grant contained in the “Granting Clause” of this Indenture and Servicing Agreement grant under Section 3 hereof creates a valid and continuing security interest (as defined in the applicable UCC) in the Trust Estate Conveyed Timeshare Property in favor of the Indenture TrusteeIssuer, which security interest is prior to all other Liens arising under the UCC, and is enforceable as such against creditors of the IssuerSeller, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting affected creditors’ rights and remedies generally, and to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). (iiB) The Timeshare Loans and the documents evidencing such Timeshare Loans constitute either “accounts”, “chattel paper”, “instruments” or “general intangibles” within the meaning of the applicable UCC. (iiiC) The Issuer Seller owns and has good and marketable title to the Trust Estate Conveyed Timeshare Property free and clear of any Lien, claim or encumbrance of any Person. (ivD) The Issuer Seller has caused or will have caused, within ten days of the Closing Date and Funding Date, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Trust Estate Conveyed Timeshare Property granted to the Issuer and by the Issuer to the Indenture Trustee hereunderTrustee. (vE) All original executed copies of each Obligor Note that constitute or evidence the Trust Estate any Conveyed Timeshare Property have been delivered to the Custodian and the Issuer has received a Trust Receipt therefor, which acknowledges that the Custodian is holding the Obligor Notes that constitute or evidence the Trust Estate any Conveyed Timeshare Property solely on behalf and for the benefit of the Indenture Trustee. (viF) Other than as contemplated by this Agreement and the security interest granted to the Indenture Trustee pursuant to this Indenture and Servicing AgreementIndenture, the Issuer Seller has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Trust EstateConveyed Timeshare Property. The Issuer Seller has not authorized the filing of and is not aware of any financing KL2 2906190.5 statements against the Issuer Seller that include a description of collateral covering the Trust Estate any Conveyed Timeshare Property other than any financing statement relating to the security interest granted to the Issuer and the Indenture Trustee hereunder hereunder, under the Indenture or that has been terminated. (viiG) All financing statements filed or to be filed against the Issuer Seller in favor of the Issuer and the Indenture Trustee in connection herewith describing the Trust Estate Conveyed Timeshare Property contain a statement to the following effect: “A purchase of or security interest in any collateral described in this financing statement will violate the rights of the Secured Party.” (viiiH) None of the Obligor Notes that constitute or evidence the Trust Estate any Conveyed Timeshare Property has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than to the Issuer and by the Issuer to the Indenture Trustee. The foregoing representations and warranties in Section 12.01(m)(i) – (viii5(a)(xviii) shall remain in full force and effect and shall not be waived or amended until the Notes are paid in full or otherwise released or discharged.